END USER LICENCE AGREEMENT This End User Licence Agreement (the "EULA") is a legal agreement between you

an d SHARP POINT LIMITED ("SPL") for the use of the electronic trading system named "SPSystem" (the "Software"). If you have already entered into the User Agreemen t with "SPL", you should click the "Yes" button as you are already bound by the terms & conditions set out below. If you have NOT entered into such an agreement then by clicking on the "Yes" button for installing and using the Software, you agree to be bound by the terms and conditions set out below. If you do not agre e to the terms and conditions of the EULA set out below, you should click "No" a nd the Software will not be installed and you will not be able to use it. 1. GRANT OF LICENCE

1.1 Subject to the terms and conditions of this Agreement "SPL" hereby grant s you a non-exclusive and non-transferable right and licence to install and use the Software during the term of this Agreement; 1.2 No licence is granted by "SPL" to you hereunder, either directly or by i mplication, estoppel or otherwise, except as expressly granted herein. 1.3 You acknowledge that any and all patent applications made by "SPL" may i n due course become registered. If any such patents do become registered, "SPL" may at its own discretion require you to enter into a new patent licence agreem ent on substantially the same terms as the terms herein and which shall replace this Agreement. 2. TERM

This Agreement shall continue in effect until terminated by "SPL" or immediately without notice upon any failure by you to comply with the obligations set forth in this License. Upon termination of this Agreement, you must destroy all copie s of the Software in your possession or in the possession of third parties provi ded by you. 3. UNDERTAKING

3.1 In consideration of "SPL" granting you this licence, you undertake to "S PL" that: 3.1.1 if at any time during the term, you make or discover any improvement to the Software, you will forthwith provide "SPL" with all necessary details, ackno wledge that the property in any such improvement and the right to obtain any rel evant protection belongs to "SPL" and provide such assistance as "SPL" may reaso nably require to obtain that protection; and 3.1.2 You will use the Software for the purposes of conducting trade in HKFE p roducts and you shall not permit any third party to use the Software unless othe rwise agreed by "SPL". 3.2 Notwithstanding the provisions of this Agreement, "SPL" reserves for its elf the right to market, distribute or sell part of or all of the Software and t o operate in competition with you. 4. 4.1 PROPRIETARY RIGHTS Intellectual property rights of whatever nature in the Software are and

shall remain the property of "SPL" and "SPL" reserves the right to grant licence s to use the Software to any third parties. 4.2 "SPL" hereby authorises you to use the "SP System" trade mark (the "Trademar k") for the purposes only of exercising its rights and performing its obligation s under this Agreement. 4.3 You shall notify "SPL" immediately if you become aware of any unauthoris ed use of the whole or any part of the Software by any person. 4.4 You hereby undertake not to alter or modify the whole or any part of the Software in any way whatever nor permit the whole or any part of the same to be combined with or become incorporated in any other programs or materials nor dec ompile, disassemble or reverse engineer the same nor attempt to do any of such t hings. 4.5 You shall not:

(i) alter, remove or tamper with any trade marks, numbers, or other means of identification used on or in relation to the Software; or (ii) use any of the Software in any way which might prejudice their distincti veness or validity or the goodwill of "SPL" therein. 4.6 Except as provided in this Agreement you shall have no rights in respect of any intellectual property rights in relation to the Software or of the goodw ill associated therewith, and you hereby acknowledge that, except as expressly p rovided in this Agreement, you shall not acquire any rights in respect thereof a nd that all such rights and goodwill are, and shall remain, vested in "SPL". 4.7 You shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any intellectual property rights of "SPL" and shall not omit or authorise any third party to omit to do any act whic h, by its omission, would have that effect or character. 4.8 You are permitted, however, to install the Software on more than one com puter and to make a complete copy of the installed Software for backup purposes. 5. AMENDMENTS

"SPL" may, at its sole discretion, without any prior consent of the other party, amend, modify or waive any of the provisions of this Agreement at any time and may, at its sole discretion, change, discontinue or impose conditions and furthe r obligations on you in relation to any aspect of the Software. Such changes sha ll be effective upon notification as posted on SPL's website. 6. LIMITATION OF WARRANTY

You expressly acknowledge and agree that use of the Software is at your sole ris k. The Software is provided on an "as is" basis and without any warranties. "SPL " DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, (I ) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF THE SOFTWARE (II) THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED O R ERROR-FREE (III) THAT THE DEFECTS OF THE SOFTWARE WILL BE CORRECTED, (IV) THAT THERE ARE NO VIRUSES IN THE SOFTWARE, (V) REGARDING CORRECTNESS, ACCURACY, RELI ABILITY OF THE SOFTWARE, (VI) ANY LOSS OF PROFITS OR TRADING LOSSES ARISING OUT OF THE USE OF THE SOFTWARE.

7.

LIMITATION OF LIABILITY

"SPL" SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (A) ANY DIRECT, CONSEQU ENTIAL, INCIDENTAL OR SPECIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO U SE THE SOFTWARE OR (B) ACTION TAKEN BY YOU IN RELIANCE ON THE SOFTWARE, EVEN IF "SPL" HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU WILL BEAR THE ENT IRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND SHOULD IT BE DEFE CTIVE, YOU ASSUME THE ENTIRE COST OF SERVICING, REPAIRING OR CORRECTION OF SUCH DEFECTS. "SPL" MAY EXCLUDE OR LIMIT ITS LIABILITY UNDER THE WARRANTIES OF INCID ENTAL OR CONSEQUENTIAL DAMAGES TO THE EXTENT ALLOWABLE UNDER LAW. USE OF THE SOFTWARE IS SUBJECT TO TERMS HEREUNDER WHICH ARE ACCEPTED BY EACH USE R BY CLICKING "YES" ON THE POP-UP SCREEN. NEITHER "SPL" NOR ANY OF ITS AFFILIATE S IS RESPONSIBLE FOR OR ACCEPTS ANY LIABILITY FOR DELIVERY, CREDIT OR OTHER SETT LEMENT RISKS OR FOR ANY COMPUTER OR OTHER BREAKDOWNS OR INTERRUPTIONS OR DELAYS IN SERVICE. "SPL" PROVIDES ONLY THE SOFTWARE THROUGH WHICH USERS CAN TRADE. IT D OES NOT ITSELF PARTICIPATE IN ANY TRADE. EACH TRADE IS THE LIABILITY ONLY OF THE PARTIES TO THAT TRADE. 8. SEVERABILITY

If any provision of this Agreement is held to be unenforceable for any reason, s uch provision shall be amended only to the extent necessary to make it enforceab le, and such decision shall not affect the enforceability of such provision unde r other circumstances, or for the remaining provisions hereof under all circumst ances. 9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the pa rties hereto in connection with the subject matter of this Agreement and superse des all previous proposals, representations, warranties, agreements or undertaki ngs relating thereto whether oral, written or otherwise and the parties hereto h ave not relied on any such proposals, representations, warranties, agreements or undertakings. 10. TRANSFER

You may not transfer or assign this Agreement in whole or in part without the pr ior written approval of "SPL". 11. GOVERNING LAW AND JURISDICTION

This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong and the parties hereto hereby submit to the exclusive jurisdiction of the courts of Hong Kong.