Services and License Agreement between ParagonEX Limited and Giona Trading Limited (November 18, 2009)

 9.1.4 ParagonEX is the true, lawful, and sole and exclusive owner of all of the License assets, and has valid and marketable title to all of the License assets, free and clear of all Liens. ParagonEX has the absolute and unconditional right, power, authority and capacity to license the License assets to Client free and clear of all Liens. 9.1.5 The License assets do not infringe, violate or conflict with any patent, copyright, trade secret or other Intellectual Property of another Person. 9.1.6 No claims with respect to the License assets have been asserted or, to the knowledge of ParagonEX, are threatened by any Person, 9.1.7 There is no outstanding order, judgment, decree or stipulation binding on ParagonEX, and ParagonEX is not a party to or bound by any agreement, restricting the license of the License assets. 9.1.8 To the best knowledge of ParagonEX, there is no unauthorized use, infringement or misappropriation of any of the License assets by any third party, including any employee, former employee, consultant, distributor or customer of ParagonEX. 9.1.9 ParagonEX has all requisite material licenses, permits and certificates from state and local authorities necessary to own, use and license the License assets. ParagonEX is not in violation of, and is not under investigation with respect to, and has not been threatened to be charged with or given notice of any violation of, any law, regulation or ordinance relating to the License assets. 9.1.10 Neither this Agreement nor any other agreement, document, certificate or written or oral statement furnished to Client in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact within the knowledge of ParagonEX which has not been disclosed herein or in writing by them to Client and which has a material adverse Effect, or in the future in their reasonable opinion may have a material adverse Effect on Client or the License assets. 10 MARKETING 10.1 Any publicity material and other documentation prepared by or at the request of the Client which refers to the Marks or any other name or mark owned by ParagonEX shall first be submitted to ParagonEX for approval, and approval shall be obtained, before publication. 10.2 The Client will clearly display a "Powered by ParagonEX" notice containing the ParagonEX official logo and linked to the ParagonEX website on every page of the Client Website. The exact format of such display will be mutually agreed between the parties, however ParagonEX reserves the right to modify at any time its official logo and Client agrees to modify the ParagonEX logo accordingly within 10 days of notice given by ParagonEX to the Client regarding such variation. 10.3 The Client shall implement a Marketing Budget of not less than 500,000 USD for the first 8 (eight) months from Commencement Date 11 OWNERSHIP RIGHTS AND INTELLECTUAL PROPERTY Except as expressly provided herein, ParagonEX shall have the sole and exclusive ownership of all right, title and interest in and to the Marks, the System, the Technology, and any enhancements and work products thereto, any documentary or other materials regarding the use thereof and related thereto, and any data provided to Client by ParagonEX in whatever form or media. ParagonEX is the sole and exclusive owner of all right, title and interest in and to all intellectual property rights related to the Marks, the Technology and the System and any related documentation including, without limitation, any patents, trademarks (whether registered or not), trade names, copyright, algorithms, designs, drawings, formula, know-how, ideas, inventions, improvements' designs, concepts, methods, systems, computer software programs, databases, mask works, and trade secrets, plans, processes, software, techniques, tools, and other technology, and all materials, products, deliverables, derivative work and work products in all territories. The Client acknowledges that neither it nor any other person will, by virtue of this Agreement, acquire any ownership interest in the Marks, Technology or System, including any new version releases, updates, enhancements, modifications or improvements thereto made available to Client or in ParagonEX's Confidential Information (as defined below) or in any intellectual property of ParagonEX, or any rights represented thereby or therein, or any associated goodwill as a result of the License and/or ParagonEX's license of the Marks and/or the Services and/or the Support under this Agreement. 

 In order to ensure the continuity of the ongoing operation of the Client's Websites, ParagonEX will deposit the source code of the System's software in trust of its lawyer, within 30 days from the date of signing this contract, under the terms of the Escrow Agreement attached as APPENDIX C to this Agreement (the "ESCROW AGREEMENT"). ParagonEX undertakes to deposit with the trustee under the Escrow Agreement, from time to time during the term of this Agreement, any new version and/or update of the source code of the System's software. The parties hereby agree that in the event of a dispute between the parties in respect to the occurrence of any of the conditions set forth in Section 3.1 to the Escrow Agreement, such dispute shall be submitted to a single arbitrator (the "ARBITRATOR"), who shall be agreed upon by the parties, within 14 days of the date on which one of the parties has requested in writing to appoint the Arbitrator, and in the absence of such agreement the Arbitrator shall be appointed by the Chairman of the Israeli Bar Association. The arbitrator shall not be subject to the laws of evidence or civil procedure but shall be subject to the applicable material law of the State of Israel. The ruling of the Arbitrator shall be binding upon the parties hereto. This clause shall constitute an arbitration agreement pursuant to the Arbitration Law - 1968. 12 CONFIDENTIAL INFORMATION 12.1 Confidential Information shall not be used, disclosed or reproduced by the receiving party without the express written consent of the disclosing party. 12.2 Confidential Information does not include information which (i) is or has become generally known or available through no act or failure to act by the receiving party; (ii) is already known or available at the time of receipt as evidenced by then-existing written records; (iii) is previously furnished to the receiving party by a third party, as a matter of right and without restriction on its disclosure; or (iv) is disclosed by written permission of the disclosing party. 12.3 Any Confidential Information which is required to be disclosed by court order or law shall remain Confidential Information, except to the extent that such disclosure is required by such court order or law (including US Federal securities laws). If the receiving party receives a demand in a legal proceeding or by regulatory authorities that would require the Confidential Information of the disclosing party to be disclosed, the receiving party shall, to the extent possible, notify the disclosing party of the demand and assist the receiving party, if required to do so, in obtaining a protective order or other relief. Notwithstanding anything to the contrary in this Agreement, ParagonEx acknowledges that Client or one or more of its affiliates is a reporting company whose shares are registered under US Federal securities laws. Therefore Client or its affiliates, as the case may be, based on advise of counsel, may publicly disclose the existence of this Agreement and, if need to, file it and make other disclosures with respect to this Agreement, as requested by regulatory authorities or as required by law (including securities laws), applicable regulation or a listing agreement applicable to the Client or any of its affiliates. Any such disclosure shall be, to the extent applicable, subject to the terms of this section 12. 12.4 Each party hereby agrees that it shall not use any Confidential Information received from the disclosing party other than as expressly permitted under the terms of this Agreement or expressly authorized in writing by the disclosing party. Each party shall use the same degree of care to protect the other party's Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than reasonable care. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity other than its officers, employees and independent contractors who have a specific need to know such information in order to effect the intent of this Agreement and who have entered into written confidentiality agreements with that Party consistent with no less restrictive provisions than this Section. The receiving party's duty to hold Confidential Information in confidence shall expire five (5) years after the term of this Agreement or after this Agreement has been terminated pursuant to Section 16.2 below. 

 12.5 The receiving party acknowledges that any breach of the provisions of this Section 012 may cause irreparable harm to the disclosing party to an extent that may be extremely difficult to ascertain. Accordingly, the disclosing party will have, in addition to any other rights or remedies available to it at law or in equity, the right to seek injunctive relief to enjoin any breach or violation of this Section 12 and to be indemnified by the receiving party from any loss or harm, including without limitation, lost profits and attorney's fees, in connection with any breach or enforcement of the receiving party's obligations hereunder or the unauthorized use or release of any such Confidential Information. The receiving party will notify the disclosing party in writing immediately upon the occurrence of any such unauthorized release or other breach. 12.6 Notwithsatnding the abovementioned, ParagonEX shall have the right to disclose Confidential Information, to the extent required in the event that ParagonEX at its sole discretion identifies any attempt of fraud either by the Client or by an End User. 13 INDEMNIFICATION AND INSURANCE 13.1 Each party shall indemnify the other party and hold the indemnified party harmless from and against any and all third party claims and/or suits (collectively, "CLAIM(S)") arising out of or in connection with any breach by the indemnifying party of any term and/or warranty under this Agreement; provided, however, that (1) The indemnified party shall have given the other party prompt written notice of such Claim; (2) The indemnified party shall reasonably cooperate with the other party in the defense and settlement thereof at other party's expense; and (3) The other party shall have sole control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. 13.2 Each party shall indemnify the other party against any damage loss or expense caused to the indemnified party as a result of the other party's breach of any of its undertakings under this Agreement. 13.3 The Client shall indemnify ParagonEX with a fixed fee of $50,000 in case of breaching of section 10.3 mentioned above. 13.4 ParagonEX declares and undertakes that it has in its position and that it shall maintain during the Term (as defined below) an insurance policy covering potential liability of ParagonEX in connection with the performance of this Agreement, with a limit of liability of not less than US$ 1,500,000 (One Million and Five Hundred Thousand United States Dollars) per claim and in the aggregate. ParagonEX shall provide the Client with a copy of such insurance policy within 45-days from the Commencement Date (or, if not obtained by such time, reasonable time after it has been obtained but not later than 90-days from the Commencement Date). 14 LIMITATION OF LIABILITY IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, THE USE OR PERFORMANCE OF THE TECHNOLOGY AND THE SYSTEM, OR TO THE SERVICES OR THE SUPPORT, INCLUDING, WITHOUT LIMITATION, FOR ANY SYSTEM DISRUPTION, MARKET DISRUPTION, THE NETWORK, TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND, EVEN IF SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL EITHER PARTY'S LIABILITY, EXCEED THE GREATER OF THE AMOUNT OF US$1,500,000 (ONE MILLION AND FIVE HUNDRED THOUSAND UNITED STATES DOLLARS) OR THE AMOUNTS PAID TO PARAGONEX BY THE CLIENT HEREUNDER DURING THE PERIOD OF 18MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO SUCH LIABILITY. 

 15 TAXES Without prejudice to the above, in the event that (i) Paragonex is required to make any payment of or on account of tax on or in relation to any sum received or receivable under this Agreement, including without limitations any tax for any Trading made by End User, and any sum deemed for the purposes of tax to be received or receivable by Paragonex whether or not actually received or receivable; or (ii) any liability in respect of any such payment is asserted, imposed, levied or assessed on or against Paragonex; or (iii) Paragonex incurs any liability in respect of any stamp, registration, or similar tax (including for the avoidance of doubt stamp duty reserve tax) which is or become payable in connection with this Agreement or the applicable law; then the Client and/or its End Users is required, upon demand by Paragonex, to promptly indemnify Paragonex against that payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection with that payment or liability provided that this Section will not apply to any tax imposed on and calculated by reference to the charges actually received or receivable by Paragonex. For the avoidance of any doubt, it is clarified that the provisions of this section 15 shall not apply to any deduction of tax at source under section 6.7 above, to the extent applicable. 16 TERM AND TERMINATION 16.1 INITIAL TERM. Unless terminated earlier by Client in accordance with the provisions hereof, this Agreement shall commence as of the Commencement Date as defined under Appendix A and shall be in effect for unlimited period of time (the "TERM"). 16.2 TERMINATION. 16.2.1 Either party may terminate this Agreement at any time without notice in the event that (i) the other party should become insolvent or upon a filing of a request for the appointment of a trustee, liquidator or receiver for such party or such similar action; or (ii) if the other party is in breach of a material provision herein and the breaching party does not cure such breach within thirty (30) days (iii) any delay in payment which is not cured within twenty one (21) days from the date of a written demand by the other party to make such payment. 16.2.2 Either party may terminate this Agreement, for any reason, upon not less than ninety (90) days' prior notice but not earlier than 20 (twenty) years after the Commencement Date. 16.2.3 Without derogating from the abovementioned, ParagonEX may terminate this Agreement with a notice (in accordance with section 17.6 below) of 21 business days to the Client in the event that it has come to its intention that (i) the Client and/or the Client's Website is in breach of the applicable regulatory requirement for Forex Trading; (ii) any End User is using or trying to use the Client's Website in an illegal or unethical way and the Client shall not act to prevent such End User from performing such use within thirty (30) days from notice (in accordance with section 17.6 below) by ParagonEX. 16.3 EFFECT OF EXPIRATION OR TERMINATION. 16.3.1 Upon the expiration or termination of this Agreement for any reason, the receiving party will, at the disclosing party's option, return or destroys any and all Confidential Information including all documentation. 

 16.3.2 Client acknowledges that upon the expiration or termination of this Agreement, it will immediately cease to use or access the System and the License and license to the Marks will immediately be terminated. 16.4 SURVIVAL. Sections 12, 13, 14, 16.3, 17 shall survive any termination or expiration of this Agreement. 17 MISCELLANEOUS PROVISIONS 17.1 INDEPENDENT CONTRACTOR STATUS. Each party shall be and act as an independent contractor and not as partner, joint venturer or agent of the other, and nothing herein shall be construed as creating a partnership, joint venture or agency relationship. In performing the obligations contained in this Agreement, Each party shall have exclusive control over the means, methods and details of meeting the respective obligations for which each is responsible hereunder, and at all times shall be acting in their capacity as an independent contractor and not as an employee or agent of the other party. 17.2 FORCE MAJEURE. Neither party will be deemed to be in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of Force Majeure, provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof, and uses its diligent, good faith efforts to cure the breach. In the event of such a Force Majeure, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure but not in excess of six (6) months, at which point this Agreement may be terminated in accordance with the terms hereunder. 17.3 ASSIGNMENT. The Client may not assign or transfer its rights or obligations under this Agreement to any third party without the express written permission of ParagonEX, which permission will not be unreasonably withheld. ParagonEX may freely assign its rights and obligations under this Agreement to an affiliate or to a successor to all or a substantial part of its business activities. For greater certainty, a change of ownership of ParagonEX's shares will not be considered an assignment of ParagonEX's rights and obligations hereunder. 17.4 GOVERNING LAW; DISPUTE RESOLUTION. This Agreement shall be governed in all respects by, and interpreted in accordance with the laws of England excluding its conflict of laws provisions. All disputes and differences arising out of or relating to this Agreement or to its interpretation, shall be brought exclusively in a competent courts of London. Notwithstanding, in the event of a dispute between the parties as provided in section 11 to this Agreement, the provisions of section 11 shall apply and the provisions of this section 17.4 shall not be applicable. 17.5 PUBLICITY. Client and ParagonEX may disclose the existence of this Agreement and the relationship established hereunder, with the consent of the other party. Each party shall give the other party reasonable opportunity to review any disclosure required by law prior to its dissemination. Notwithstanding the foregoing, nothing in this Agreement is intended to imply that either party agrees to any publicity whatsoever, and either party, may in its sole discretion, withhold its consent to any publicity. The provisions of this section 17.6 are subject to the provisions of section 12.3 below with respect to any notice and/or disclosure which the Client shall be required to make by any competent authority and/or under any applicable law. 17.6 NOTICES. Except as otherwise provided herein, any notice hereunder shall be in writing and shall be given by registered, certified or express mail, or reliable overnight courier addressed to the addresses above, or by facsimile to the above facsimile numbers, or by email to the above email address. Notice shall be deemed to be given upon the earlier of actual receipt or three (3) Business Days after it has been sent, properly addressed and with postage prepaid. 17.7 HEADINGS. The headings of sections and subsections of this Agreement are inserted only for the purposes of convenience and they shall not be construed as to affect the scope, meaning or intent of the provisions of this Agreement or any part or portion thereof, nor shall they otherwise be given any legal effect. 

 17.8 NO WAIVER. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision 17.9 SEVERABILITY. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, such determination will not affect any other provision of this Agreement, and the parties shall negotiate in good faith a replacement provision. 17.10 COUNTERPARTS. Any number of counterparts may be executed by the Parties. Each such counterpart shall be deemed to be an original instrument but all such counterparts, taken together, shall constitute one and the same agreement. 17.11 ENTIRE AGREEMENT AND MODIFICATIONS. This Agreement represents the entire understanding between ParagonEX and Client with regard to the subject matter hereof, and supersedes all prior other agreements, instruments, understandings and/or communications between the parties and the parties hereby agree that upon execution of this Agreement all such other agreements, instruments, understandings and/or communications shall become void, null and of no further force and effect. This Agreement may not be and cannot be modified except by a written instrument signed by the parties hereto. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Commencement Date: PARAGONEX LIMITED GIONA TRADING LIMITED _____________________ _____________________ By: By: Title: Title: Date: Date: 

 APPENDIX A - SERVICES - ------------------------------ ------------------------------------------------- CLIENT - ------------------------------ ------------------------------------------------- CLIENT REGISTRATION NUMBER - ------------------------------ ------------------------------------------------- CLIENT REGISTERED ADDRESS - ------------------------------ ------------------------------------------------- SETUP AND INSTALLATION Setup includes: - Website creation and customization - Back-office creation and adjustments to Client's business model - Database creation (schemas and default values) - Setting up Client support system - 30 hours of training at the Clients location - Hosting. Client has the option to host its servers at a different site upon a 60-day advance notice to ParagonEX. ParagonEX shall assist with the seamless transfer of the hosted servers and data. Cost of hardware will be borne by Client. ParagonEX fees for service shell be agreed between the parties prior to such modification - Quotes feeds - ------------------------------ ------------------------------------------------- SETUP FEE None - ------------------------------ ------------------------------------------------- SPECIAL REQUIREMENTS Additional features: iPhone application shall be provided at a cost of $15,000 Facebook skin shall be provided at a cost of $15,000 Other application that will be developed by ParagonEX from time to time shall be provided at an agreeable cost. - ------------------------------ ------------------------------------------------- PROCESSING FEES TABLE Processing Fees are charged from Profits (as defined above) generated during invoiced month in the system (the "Revenues") according to the following table: o For Revenues of 0-$250,000 - 12% of Revenues o For Revenues of $250,000-$500,000 - 12% of Revenues (in case of reaching Revenues higher than $250,000 in less than 6 months from Commencement Date, 11% of Revenues) o For Revenues of $500,000-$1 million - 10% of Revenues o For Revenues higher than $1 million - 7.5% (in case of reaching Revenues higher than $1 million in less than 1 year, 5%. In case of reaching Revenues higher than $1 million in less than 18 months, 6.5%) - ------------------------------ ------------------------------------------------- MONTHLY MINIMUM During the first 4 months from $0 Commencement Date - ------------------------------ ------- --------------------------------------- Following 4 months from Commencement $10,000 Date - ------------------------------ ------- --------------------------------------- COMMENCEMENT DATE 30 days from approving website and trading zone layout and design and from engaging required payment solutions. Implementation of at least 2 payment providers (chosen by Client) is integral part of the setup process and does not carry any additional cost. - ------------------------------ ------------------------------------------------- STRATEGIC CONSULTING SERVICES 10 hours per month are included in the monthly Service Charge. Extra hours will be charged at $200 - per hour. - ------------------------------ ------------------------------------------------- 

 - ------------------------------ ------------------------------------------------- CUSTOMIZATION SERVICES 10 hours per month are included in the monthly Service Charge. Extra hours will be charged at $100 - per hour. - ------------------------------ ------------------------------------------------- LANGUAGES The software will be provided at English. For every additional language the client shall pay additional $2,500. Translation of resources files and required graphics will be provided by the Client. - ------------------------------ ------------------------------------------------- CLIENT'S URL'S www.enteroption.com www.enteroptions.com www.globaloption.com - ------------------------------ ------------------------------------------------- 

 APPENDIX B TERMS FOR SYSTEM SUPPORT COVERAGE SERVICE LEVEL AGREEMENT (SLA) As part of the overall service delivery to our Clients ParagonEX provides an SLA. ParagonEX understands that non-stop availability of the System is the key to our Clients and the team of engineers continuously monitors the individual systems to ensure the high expectations of the Clients are met. ParagonEX offers an SLA scheme to Clients in which Service Credits will be paid in case ParagonEX is not able to operate its system to the service levels as presented below. Service Credits can be used to purchase Strategic Consulting hours and Customization hours. The following engineering and consulting services are available against collected Service Credits: >> STRATEGIC CONSULTING SERVICES -This service is given by ParagonEX key personnel and is available within one Business Day for up to one hour and within three Business Days for more. One hour of consulting can be used against three Service Credits. >> CUSTOMIZATION SERVICES - Special modifications and customizations to the System may be executed by the ParagonEX engineers upon a prior minimum of three Business Days. One hour of this type of customization service can be used against two Service Credits. >> UNUSED SERVICE CREDITS - Unused Service Credits will expire after 12 months. AVAILABILITY For the delivery of the Service ParagonEX is committed to 99.75% availability. ------------------------- ----------------------- ----------------------- SLA RANGE MAX OUTAGE MIN / WEEK SERVICE CREDITS ------------------------- ----------------------- ----------------------- <100% >99.75% 22 - ------------------------- ----------------------- ----------------------- <99.75% >99.50% 43 4000 USD ------------------------- ----------------------- ----------------------- <99.50% >99.25% 65 8000 USD ------------------------- ----------------------- ----------------------- <99.25% >99.00% 86 12000 USD ------------------------- ----------------------- ----------------------- To receive credit the Client must contact ParagonEX within 10 days after the end of the month in which the SLA is not met. ParagonEX will not consider the following as non-availability of service: 1. Force Majeure; 2. Acting on advice from third parties such as emergency services; 3. Scheduled maintenance or re-configuration to service. ParagonEX will use its reasonable endeavors to ensure that such maintenance is carried out during off peak hours and that the Client is notified at least one week in advance; 4. Outages resulting from problems caused by the Client's failure to follow agreed procedures, or caused by unauthorized changes to the System by the Client; SCOPE OF SUPPORT SERVICES 1. ParagonEX will provide Client with Support Services for the System. The Support Services shall be provided to the Client 24/7 2. Ticketing Service - an online Client Support System will be set up for the Client. The Client Support System shall enable the Client to report and track every Error. Errors shall be divided by ParagonEX into three levels and shall be addressed as follows: a. CRITICAL ERRORS - up to 4 hours b. MAJOR ERRORS - up to 2 Business Days c. MINOR ERRORS - up to 7 Business Days 3. SUPREME SLA - The Client will be able to selectively raise the priority of any reported error such that its handling is initiated immediately upon reporting (up to 30 minutes from ticket opening). Expediting a ticket will bear a per hour cost for the full duration of the error fixing in accordance with the ParagonEX Special Support Service. A contact person (account manager) will be available by cellular phone for support during working hours 09:00 to 20:00. 

 SPECIAL SUPPORT SERVICES 1. In the Event that Client shall request any support services that are not included in the Support Services it will be charged at the Special Support Services Rate as defined Appendix A to the principal Agreement. EXCLUSIONS 1. ParagonEX shall have no obligation to support the System in the following events: a. Errors caused by Client's gross negligence, b. The Client has used the System in an environment or a manner or for purpose for which the System is not designed or intended c. The Client has not completed any of his due payments to the Company. 2. In the event that ParagonEX determines that the Error in the System is caused by any of the events listed above, ParagonEX shall charge the Client for providing the support in accordance with ParagonEX Special Support Service rates.