Sample Business Contracts

Licensing Agreement - Stock Market Institute of Learning Inc. and

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               B4Utrade & Stock Market Institute of Learning, Inc.


     This LICENSING  AGREEMENT  (the  "Agreement")  is effective  September 2001
("Effective  Date"), by and between Stock Market Institute of Learning,  Inc., a
Nevada corporation,  with an address at 14675 Interurban Avenue South,  Seattle,
WA 98168  ("Licensee")  and,  a  California  corporation,  with an
address at 576 Sacramento  Street,  7th Floor,  San Francisco,  California 94111
("B4Utrade").  The Licensee and B4Utrade are collectively  referred to herein as
the "Parties".


     WHEREAS,  B4Utrade  operates an  Internet  Site which  provides  individual
investors  with  investing  information  that enables such investors to research
stocks,  make more informed  decisions  regarding  their  investments  and watch
securities market activities on a real-time basis;

     WHEREAS,  Licensee creates,  designs,  produces,  owns, markets and sells a
variety of seminars and workshops  focused on investment  strategies,  financial
planning and personal wealth management, and operates an online service designed
to teach these various investment strategies and financial planning techniques;

     WHEREAS,  the Parties  desire to enter into an agreement  whereby  B4Utrade
will provide  Licensee with a privately  branded  version of B4Utrade's web site
that Licensee will display on Licensee's  web site, by way of a fixed  position,
banner  advertisement,  email distribution or other creative means authorized by
both Parties;

     WHEREAS,  in exchange for  displaying  this  privately  branded  version of
B4Utrade, B4Utrade and the Licensee shall pay B4Utrade fees, as set forth below,
and give Licensee's Subscriber's a free one-month trial subscription;

     NOW,  THEREFORE,  in  consideration of the rights and obligations set forth
below,  and other valuable  consideration,  the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:


1.   Definitions.

     1.1 The "Licensee Site" means the Internet Site operated by or on behalf of
Licensee, with the following URL: [].

     1.2 The "B4Utrade Site" means the Internet Site operated by or on behalf of
B4Utrade, with the following URL:

     1.3  The  "Banner"  means  a  GIF  button,  provided  by  B4Utrade,   which
incorporates  B4Utrade's logo and textual images directly the Registered User to
access the Banner and register  with  B4Utrade  for a New  B4Utrade  Promotional
Account. When selected by a Registered User, the Banner will provide a hyperlink
from the  Licensee  Site to a co-branded  registration  page within the B4Utrade
Site designed to register the Registered User for a New Promotional Account.

     1.4 "Email Link" means a hypertext link, and accompanying  language,  that,
when  selected  by a  Registered  User,  will  send  the  Registered  User  to a
co-branded  registration  page within the B4Utrade Site designed to register the
Registered User for a New Promotional Account.

     1.5  "Internet  Site"  means a World  Wide Web site and,  depending  on the
context, refers either to the B4Utrade Site or to the Licensee Site.

     1.6 "New B4Utrade  Account" means a new  subscription  to, or  registration
with,  B4Utrade for a free one-month trial subscription by a Registered User who
(a) hyperlinks to B4Utrade Site by using the hyperlink provided to Licensee, (b)
subscribes  to,  or  registers  with,  B4Utrade  at that time  under  B4Utrade's
generally applicable subscription or registration  procedures,  and (c) does not
already have a current subscription or registration with B4Utrade at the time of
such subscription or registration.

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     1.7 "The Service" means the privately branded version of B4Utrade that will
be constructed for of Licensee's  Subscribers.  The Service will be the complete
eight (8) tool service of the B4Utrade service. The eight (8) tool service shall
consist of: (1) Customized Stock Screener,  (2) Streaming Portfolio Tracker, (3)
Stocks Up Close, (4) Institutional  Piggyback, (5) Streaming Wall of Stocks, (6)
IPO's, (7) Market Scanner, (8) Splits & Buybacks. Each Subscriber shall register
to use the  Service  for a period of twelve  (12)  consecutive  months and shall
receive the Service for a period of twelve (12)  consecutive  months  thereafter
without  cancellation,  regardless of  termination  of this  Agreement by either
Party subsequent to the Subscriber's  registration and without regard to section
(15.3) of this  Agreement.  However,  the Service may be  cancelled in the event
that the Service is completely discontinued by B4Utrade, or individually for any
Subscriber who violates B4Utrade's Policies and Operating  Procedures.  Licensee
will be paying B4Utrade fees based upon the Subscription Fee assigned to each of
the Licensee's Subscribers.

     1.8 "Registered  User",  "Subscribers" and "Newly Registered Users" mean an
individual or individuals  who have  subscriptions  and/or have  registered with
"The Service" to have access to "The Service" and the services  and/or  products
offered by "The Service".

     1.9  "Subscription  Fee" means the dollar value  assigned to the individual
Subscriber's  use of the  Service  for a  period  of  twelve  (12)  months.  The
Subscription  Fee is used as the basis for  calculating the Monthly License Fee.
The  Subscription Fee is equal to one-hundred and eighty dollars ($180) per year
($15 per  month x 12  months).  Once a  Subscriber  has  registered  under  this
Agreement,  that  individual's  respective  Subscription  Fee  cannot,  with out
express  written consent by both Parties,  be amended or renegotiated  until the
Service has been provided to the Subscriber for a period of twelve (12) months.

     1.10 "Monthly  License Fee" means the dollar amount  Licensee agrees to pay
B4Utrade for each Determining  Month covered by the Term of this Agreement.  The
Monthly Licensee Fee for each Determining  Month shall be an amount equal to the
greater  of (a) the number of  Subscribers  who have  newly  registered  for the
Service during that respective  Determining Month multiplied by the Subscription
Fee (For Example: in Determining Month 1, 100 new Subscribers registered for the
Service - the  corresponding  Licensee  Fee would be  $18,000  dollars,  or (100
subscribers x $180.00));  or (b) the "Minimum  Payment." Monthly License Fee and
Minimum Payment are collectively referred to as the "Fees."

     1.11  "Minimum  Payment"  means an amount equal to  five-thousand  ($5,000)

2.   Link to B4Utrade Site; Promotional Placements. During the Term, and subject
to the  provisions of this  Agreement,  Licensee may use any  combination of the
following  types of hyperlinks,  or any additional  creative  presence  mutually
approved by both Licensee and B4Utrade, in connection with its Registered Users:

     2.1 Banner Link.  Licensee will place a Banner,  produced by Licensee or by
B4Utrade,  on its Internet Site in a location and on a page  Licensee  users can
access.  Licensee  will  cooperate  fully  with  B4Utrade  in  establishing  and
maintaining the Banner and Licensee may only display Banners mutually authorized
by  Licensee  and by  B4Utrade.  Licensee  will be  solely  responsible  for the
development,  operation and  maintenance of its Internet Site.  B4Utrade will be
solely  responsible  for  the  development,  operation  and  maintenance  of its
Internet Site.

     2.2 Email Link.  B4Utrade  shall  provide  Licensee with an Email Link that
Licensee can include in any email that  Licensee  sends to its Users  ("Licensee
Email").        This        email        links       is       as        follows:  Additional  links
are available upon request. Licensee may only distribute Email Links provided to
by B4Utrade in promoting the Service. B4Utrade may discontinue use of or replace
Email  Links at any time and from time to time in  B4Utrade's  sole  discretion;
however,  B4Utrade  shall  give the  Licensee  at least 10  business  days prior
written notice of any such  discontinuance  or replacement of Email Links.  Upon
request by  B4Utrade,  Licensee  shall cease using any Email Link and replace it
with a new Email Link provided by B4Utrade.  Any Licensee  Email  distributed by
Licensee containing an Email Link must be copied


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in full to B4Utrade at the  following  email  address:  or  or an agreed  upon  email  destination  for all  Licensee

3.   Prohibited  Content on Associate Licensee Site and In Associate Email. With
respect to the Licensee Site and B4Utrade Site, and Licensee Email, Licensee and
B4Utrade shall take  commercially  reasonable steps: (a) not to knowingly permit
to appear or be uploaded any information which is libelous,  defamatory or which
discloses  private or  personal  matters  concerning  any person,  without  such
person's  consent;  (b) not to  knowingly  permit to appear or be  uploaded  any
messages,  data, images or programs which are obscene,  profane or pornographic;
(c) not to knowingly permit to appear or be uploaded any messages,  data, images
or  programs  that  would  violate  the  property  rights of  others,  including
unauthorized  copyrighted  text, images or programs,  patents,  trade secrets or
other confidential proprietary information,  or trademarks or service marks used
in an infringing  fashion;  (d) not to knowingly permit to appear or be uploaded
any information,  messages, data, images, or programs that are discriminatory or
otherwise  offensive;  and (e) not to knowingly  violate any  federal,  state or
local laws,  rules or regulations or permit the use of the Associate Site and/or
Associate  Email  for  any  such  violations  (all  hereinafter  referred  to as
"Prohibited Content").

4.   Billing.  Billing  will  be  distributed  monthly  from  the  date  of this

5.   Payment of Month License Fee. There shall be twelve (12) individual Monthly
Licensee Fee payments payable during the Term of this Agreement. Each individual
Monthly  License  Fee  payment  shall  become  due after the  expiration  of its
corresponding  Determining  Month, i.e., Monthly Licensee Fee No. 1 would be due
after the expiration of Determining Month 1, Monthly Licensee Fee No. 2 would be
due  after  the  expiration  of  Determining  Month  2,  etc.  Fees,   exceeding
five-thousand   ($5,000)  during  any  particular   Determining   Month  may  be
accumulated,  carried  forward and applied toward the Licensee's  obligations to
make Minimum Payment(s) in subsequent Determining Months.

Determining Month(s):

Month 1:   Begins ________ Ends _____
Month 2:   Begins ________ Ends _____
Month 3:   Begins ________ Ends _____
Month 4:   Begins ________ Ends _____
Month 5:   Begins ________ Ends _____
Month 6:   Begins ________ Ends _____
Month 7:   Begins ________ Ends _____
Month 8:   Begins ________ Ends _____
Month 9:   Begins ________ Ends _____
Month 10:  Begins ________ Ends _____
Month 11:  Begins ________ Ends _____
Month 12:  Begins ________ Ends _____

     5.1 Monitoring  and Reporting  Duties.  B4Utrade  shall be responsible  for
monitoring  and accounting for all  Subscribers  who open New B4Utrade  Accounts
after  hyper-linking to the B4Utrade Site.  B4Utrade will send Licensee a report
showing in reasonable  detail the calculation of all revenue share earned during
such month.  These  reports shall be certified by an officer of B4Utrade or by a
designee of such officer to be correct to the best of  B4Utrade's  knowledge and
information.  The Licensee shall, upon ten (10) business days written notice, be
granted  access to B4Utrade  books and papers  relating in any way to  B4Utrades
monitoring and accounting of B4Utrade New Accounts, including but not limited to
accounting ledgers, sales documentation, subscriber lists, discount information,
and refund  information.  Access shall be granted during regular  business hours
Monday through Friday, at a place designated by B4Utrade.

6.   Upfront Production Fees. Licensee will pay a $15,000 production fee for the
"The  Service".  Production  of "The  Service"  will begin  upon  receipt of the
$15,000 production fee. Upon completion of "The Service", and penetration to 665
subscribers,  Licensee  will  receive  $10,000  in a refund  (this can be offset
against the License  Fee if  requested  by  Licensee).  $5,000  shall serve as a
non-refundable production fee to construct "The Service."

7.   No  Exclusivity.  The Parties  agree that none of the  rights,  licenses or
privileges  herein  granted by either  party is  exclusive,  and that such party
hereto  retains  full  rights to  contract  with third  parties  for the same or
similar services as those that are the subject of this Agreement, under the same
or different terms.


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8.   Policies and Operating  Procedures.  Subscribers to B4Utrade's services are
customers of B4Utrade.  Accordingly,  all B4Utrade rules, policies and operating
procedures  concerning  B4Utrade's  customers will apply to  Subscriber's  while
using "The Services".  B4Utrade may change its policies and operating procedures
at any time.  B4Utrade will determine the  information  required for a completed
subscription to a New B4Utrade Promotional Account in accordance  B4Utrade's own
subscription  qualification  policies.  B4Utrade may reject any application to a
New B4Utrade  Promotional  Account for any reason or for no reason in B4Utrade's
sole  discretion so long as such  rejection  does not  constitute a violation of
federal, state, or local law.

9.   Intellectual Property Rights and Licensee and B4Utrade.

     9.1 Trademark  License by Licensee.  Subject to the terms and conditions of
this Agreement,  B4Utrade grants to Licensee a  non-exclusive,  non-transferable
(except  as  expressly  provided  herein),  worldwide,  royalty-free,  revocable
license to use B4Utrade's  trademarks,  service marks,  trade names, trade dress
and logos (but only in the  form(s)  that they  appear in the  Banners and Email
Links provided by B4Utrade to Licensee  (collectively,  the "B4Utrade Logo(s)"),
solely for the purposes set forth in this  Agreement,  which  expressly  include
only branding the Banner on the Licensee Site and  distributing  the Email Links
to Registered Users.

     9.2 Trademark  License by B4Utrade.  Subject to the terms and conditions of
this Agreement,  Licensee grants to B4Utrade a  non-exclusive,  non-transferable
(except  as  expressly  provided  herein),  worldwide,  royalty-free,  revocable
license to use Licensees trademarks, service marks, trade names, trade dress and
logos (but only in the  form(s)  approved  by the  Licensee  (collectively,  the
"Licensee Logo(s)"), solely for the purposes set forth in this Agreement.

     9.3  Restrictions  on Trademark  License.  Licensee and B4Utrade agrees and
acknowledges  that the  Parties  shall  retain  all  right,  title and  interest
(subject to the license granted  herein) in and to the Parties' Logos,  and that
this  Agreement  does not  confer  in  Licensee  any right of  ownership  in the
B4Utrade Logos or any interest in the goodwill associated therewith, and equally
does not confer in B4Utrade any right of ownership in the Licensee  Logos or any
interest in the goodwill  associated  therewith.  When using the B4Utrade Logos,
Licensee  will follow  B4Utrade's  trademark  guidelines as provided to Licensee
from  time to  time.  When  using  the  Licensee  Logos,  B4Utrade  will  follow
Licensee's  trademark  guidelines  as may be provided  to B4Utrade  from time to
time.  The Parties agree that they will not modify or alter the Logos  belonging
to the other Party for public  display,  except  upon  receiving  prior  written
consent.  The license to the  B4Utrade  and  Licensee  Logos  described  in this
Section 7.2 shall expire upon termination of this Agreement.

10.  Confidentiality.  Except as expressly set forth  herein,  the parties shall
maintain in  confidence  the terms of this  Agreement.  It is expected  that the
parties may  disclose to one another  certain  information,  as defined  herein,
which is considered by the disclosing  party to be  proprietary or  confidential
information ("Confidential Information"). Confidential Information is defined as
any information, communication, chart, plan, graph, list, video, design or data,
in  any  form,  including,  but  not  limited  to,  oral,  written,  graphic  or
electromagnetic  forms, models or samples, which the disclosing party identifies
as  confidential  or which is of such a nature that the  receiving  party should
reasonably  understand  that  the  disclosing  party  desires  to  protect  such
information,  communication  or data  against  unrestricted  disclosure  or use,
including without limitation,  traffic and performance data, software codes, and
marketing data. All Confidential  Information  shall remain the sole property of
the disclosing party and its  confidentiality  shall be maintained and protected
by the receiving  party with the same degree of care as the receiving party uses
for its own confidential and proprietary information.  The receiving party shall
not use the  Confidential  Information of the other party except as necessary to
fulfill  its  obligations  under  this  Agreement,  nor shall it  disclose  such
Confidential Information to any third party without the prior written consent of
the  disclosing  party.   Confidential  Information  shall  be  returned  and/or
destroyed by the recipient  when it is no longer  needed to fulfill  obligations
under  this  Agreement.  The  restriction  on  the  use  or  disclosure  of  any
Confidential  Infraction  shall not apply to any Confidential  Information:  (a)
after it has become  generally  available to the public  without  breach of this
Agreement by the  receiving  party;  (b) which is  rightfully  in the  receiving
party's possession prior to


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disclosure to it by the disclosing  party; (c) which is independently  developed
by the receiving  party;  or (d) which is  rightfully  received by the receiving
party from a third party  without a duty of  confidentiality.  In addition,  the
recipient may disclose Confidential  Information if so required by law, a court,
or governmental agency, so long as the disclosing party has been notified of the
requirement  promptly after the recipient becomes aware of the requirement,  and
so long as the recipient  takes all  reasonable  steps to minimize the extent of
such  disclosure  and  complies  with  any  protective  order  that  covers  the
Confidential  Information  to be  disclosed.  The parties agree that a breach of
this Section will cause either party  irreparable harm and that the harmed party
shall be entitled to appropriate  injunctive relief in the event of such breach,
in addition to all other remedies available in law or equity.

11.  Marketing  and  Publicity.  In addition  to the 100 monthly  subscriptions,
Licensee  will promote "The Service" via  promotion on the  Licensee's  web site
accessible through (, via online promotion, online registration
of new users,  email,  advertisements  plus any other outlets  generally used to
promote branded products and services. Each party shall submit to the other, for
its prior written approval,  which approval will not be unreasonably withheld or
delayed, any marketing  materials,  advertising,  press releases,  and all other
promotional materials related to the transactions  contemplated  hereunder which
reference the other party or its trade names, trademarks, service marks or logos
("Materials").  Each party will reasonably consider the views of the other party
in designing and implementing such Materials.

12.  Representations  and Warranties.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE

13.  Limitation  of  Liability.  LICENSEE AND  B4UTRADE  SHALL NOT BE LIABLE FOR

14.  Indemnification

     14.1  Indemnification by Associate and B4Utrade.  Associate will defend and
indemnify B4Utrade and its affiliates (and their respective officers, directors,
employee, and agents) against and in respect of any claim or action brought by a
third party, to the extent relating to the development,  operation,  maintenance
and contents of the Associate Site or emails  containing  Email Links.  B4Utrade
will defend and indemnify  Associate and its  affiliates  (and their  respective
officers, directors,  employees, and agents) against and in respect of any claim
or action brought by a third party, to the extent  relating to the  development,
operation, maintenance and contents of the B4Utrade Site.

     14.2  Indemnification  Process.  In  connection  with any  claim or  action
described in this Section 12, the party  seeking  indemnification  (a) will give
the  indemnifying  party prompt written notice of the claim;  (b) will cooperate
with the indemnifying party (at the indemnifying  party's expense) in connection
with  the  defense  and  settlement  of the  claim;  and  (c)  will  permit  the
indemnifying party to control the defense and settlement of the claim,  provided
that the  indemnifying  party may not settle the claim  without the  indemnified
party's  prior  written   consent  (which  consent  shall  not  be  unreasonably
withheld). Further, the indemnified party (at its cost) may


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participate in the defense and settlement of the claim.

15.  Term and Termination.

     15.1 Term.  The term of this Agreement will begin on the Effective Date and
will continue for a period of one (1) year and shall  automatically  renew for a
successive one (1) year period  thereafter,  unless either party gives the other
at least thirty (30) business days written  notice of its intent not to renew or
unless otherwise terminated as provided herein.

     15.2 Termination. This contract is non-cancelable for the first 3-months or
for a total of ninety (90) days.  Thereafter,  either party may  terminate  this
Agreement for any reason upon thirty (30)  business  days written  notice to the
other party.  This Agreement is also terminate upon the filing of a petition for
bankruptcy,  or the  appointment  of a  receiver  with  respect to either of the

     15.3  Survival;  Effect  of  Termination.  Sections  8, 10, 11 and 12 shall
survive termination of this Agreement. In addition, in the event of termination,
B4Utrade  shall pay all Referral  Fees (???) due to Licensee  within twenty (20)
days of such termination.

16.  Miscellaneous

     16.1 Entire  Agreement.  This Agreement  constitutes  the entire  agreement
between the parties hereto with respect to its subject matter and supersedes any
prior  understanding or agreement  regarding such subject matter. This Agreement
may not be amended or modified, and no provision hereof may be waived, except in
writing signed by the parties hereto.

     16.2 Assignment. Neither party may assign any of its rights or delegate any
of its duties  under this  Agreement  without the prior  written  consent of the
other, except that no such consent is required for assignment to any third party
who  succeeds  to all or  substantially  all of the  business  of  assets of the
assignor,  whether by merger,  acquisition or otherwise. This Agreement shall be
binding on and inure to the benefit of the successors  and permitted  assigns of
the parties.

     16.3  Relationship of the Parties.  The Parties agree and acknowledge  that
they are entering into a licensing agreement whereby the Licensee's licenses for
its  Subscribers  the right to access and use the  Service in  exchange  for the
payment of a Licensing Fees to B4Utrade.  Neither party shall have any authority
to make or accept any offers or representations  on the other's behalf.  Neither
party shall make any statement that reasonably would contradict anything in this

     16.4  Notices.  All notices  under this  Agreement  shall be in writing and
shall be deemed given when personally delivered,  when sent by confirmed fax, or
three (3) days after being sent by prepaid  certified or registered U.S. mail to
the address of the party to be noticed as set forth herein or such other address
as such party last provided to the other by written notice.

     16.5 Governing Law. This Agreement shall be construed according to the laws
of the State of  California,  excluding  any  conflict  of law or other  similar
provisions  thereof that would cause the laws of another  jurisdiction to apply,
and all actions and disputes  hereunder shall be brought in the state or federal
courts of California.  In addition,  each party agrees to submit to the personal
jurisdiction  and venue of state or federal courts in the city and county of San
Francisco,  California. In any action or proceeding to enforce rights under this
Agreement, the prevailing party will be entitled to recover costs and attorneys'

     16.6 Counterparts.  This Agreement may be executed in counterparts, each of
which shall be deemed to be an original,  but all of which taken  together shall
constitute one and the same Agreement.

     16.7  Arbitration.  All  disputes  arising out of or under this  Agreement,
which cannot be settled by  agreement of the parties,  shall be submitted to the
American Arbitration Association (AAA), to be heard in King County,  Washington,
under the rules then in force,  or such other rules or venue  agreed upon by the
parties.  The  prevailing  party in any dispute shall be  reimbursed  all of its
reasonable costs, including reasonable attorney's fees by the other party.

The aggrieved  person can initiate  arbitration by sending  written notice of an
intention  to arbitrate by  registered  or certified  mail to all parties and to
AAA. The notice must contain a description of the dispute,  the amount  involved
(if any) and the


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remedy sought.  If and when a demand for  arbitration is made by any party,  the
parties agree to execute a Submission Agreement,  provided by AAA, setting forth
the  rights  of the  parties  if the  case  is  arbitrated,  and the  rules  and
procedures to be followed at the arbitration hearing. The parties shall agree on
a jurist  from the AAA panel.  If they are unable to agree,  AAA will  provide a
list of three  available  panel  members  and each  party may  strike  one.  The
remaining judge will serve as the arbitrator.

Prior to the arbitration  hearing,  the parties to the dispute shall mediate any
dispute  before a  mediator  of their  mutual  choosing  or as  selected  by the
arbitration form the AAA panel.

The arbitrator  may, at a minimum,  hear summary  motions,  make such procedural
rulings as he or she may deem appropriate,  and resolve all questions of fact or
law. The arbitrator may make monetary  awards  consistent with the terms of this
Agreement and award commercially reasonable interest thereon. The arbitrator has
the authority to award reasonable attorneys' fees,  arbitrators' fees, costs and
other reasonable expenses, to the prevailing party in the dispute, provided each
party to the dispute must pay its own witness fees.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first set forth above.

LICENSEE:  Stock Market Institute of           B4UTRADE.COM
Learning, Inc.

For Stock Market Institute of Learning,
Inc.                                           KEITH SAVITZ, CEO

By:  /s/ Robert Hondel, COO                    By:  /s/ Keith Savitz
     -----------------------------                 -----------------------------

Title:  Chief Operations Officer               Title:  CEO

Date: ______________________                   Date:  9/20/01