SOFTWARE DEVELOPMENT AGREEMENT

AGREEMENT made as of the 28th day of August, 2002 by and between ABC Inc., with
its office at _____________________ ("ABC") and XYZ Ltd. with an office located at
_________________________ ("Customer”).

The Customer and ABC agree that ABC shall perform software development services for
the Customer and that such work shall be provided in accordance with the following terms
and conditions:
1. DEFINITIONS

As used in this document the following terms shall have the meanings set forth
below:

(1.1) "Acceptance" shall have the meaning stated in Section 8 of this Agreement.

(1.2) "Acceptance Test" shall mean the testing process for the COMPUTER
PROGRAM performed in accordance with the Test Plans, as specified in Section 8
of this Agreement.

(1.3) "Agreement" shall mean this agreement, any attached exhibits or schedules and any
amendments to this Agreement which are in writing and signed by both parties.

(1.4) "COMPUTER PROGRAM" shall mean the computer software program and
Documentation identified in Sections 2.1 (c) and 3, respectively, of this Agreement
individually or collectively, together with all amendments enhancements and
modifications thereto which have been accepted by Customer.
(1.5) "Documentation" shall mean the documents identified in Section 3 of this
Agreement.
(1.6) "Error" shall mean an error in the code of the COMPUTER PROGRAM which
prevents the COMPUTER PROGRAM from operating in all material respects in
accordance with the Documentation and the RFP.

(1.7) “Functional Specification” shall have the meaning given it in Section 3.1 (a) of this
Agreement.

(1.8) "Hardware" shall mean the computer equipment identified in Schedule "G" to this
Agreement.

(1.9) “Installation” shall have the meaning given it in Section 7.3 of this Agreement.

(1.10) “Installation Site” shall mean Customer’s office above stated.

(1.11) “System Design Specification” shall have the meaning given it in Section 3.1 (b) of
this Agreement.

(1.12) “Source Listings” shall mean the human-readable instructions together with
annotations thereto which comprise the source code of the COMPUTER
PROGRAM.

(1.13) "Test Plans" shall mean the procedures and objectives of the Acceptance Test for
the COMPUTER PROGRAM, as specified in Section 8 of this Agreement.

(1.14) “RFP” shall mean Customer’s Request for Proposal dated July 7, 2002, a copy of
which is attached hereto as Schedule “D” and made a part hereof.

(1.15) “Work” shall mean the computer consulting and programming services performed
by ABC for Customer hereunder.

2. STATEMENT OF WORK
(2.1) On or before the dates set forth in the Implementation Schedule attached hereto as
Schedule “A” and made a part hereof, ABC shall deliver to Customer:

(a) the Functional Specification to be attached to this Agreement as Schedule

“B” and made a part hereof upon its Acceptance;

(b) the System Design Specification to be attached to this Agreement as

Schedule “C” and made a part hereof upon its Acceptance;

(c) computer software programs, in source code format, to be developed by

ABC consistent with the System Design Specification and which have the
capabilities described in the Functional Specification (the “COMPUTER
PROGRAM”). However, to avoid doubt, the COMPUTER PROGRAM shall have
all of the functions, features, performance, compatibility and enhancement
characteristics described in the RFP. In the event of any inconsistency between the
Functional Specification and the RFP, the RFP shall prevail; and

(d) Documentation in addition to the System Design and Functional

Specification, as identified in Section 3.1(c) of this Agreement.

3. DOCUMENTATION

(3.1) ABC shall provide Customer with the following Documentation by the dates set
forth in the Implementation Schedule:

(a) ABC shall prepare the Functional Specification describing each business
function to be performed by the COMPUTER PROGRAM. The Functional
Specification shall include: (i) all of the business functions identified in the RFP and
(ii) Customer’s current procedures for the purchase and sale of securities in the
over the counter market;
 (b) ABC shall prepare a System Design Specification for each business
function described in the Functional Specification, which shall include (by way of
example and not limitation): (i) data inputs and outputs, including codes and
acronyms, (ii) program descriptions, (iii) file descriptions, formats and layouts, (iv)
report descriptions and layouts, (v) screen descriptions and layouts, (vi) interface
requirements and descriptions, (vii) processing flow charts, (viii) programming
standards, (ix) processing narratives, (x) editing rules, (xi) error detection
procedures, (xii) performance and response time requirements, (xiii) hardware and
communication requirements and (ivx) RDBMS requirements; and

(c) user, operations and training manuals for the COMPUTER PROGRAM.

(3.2) All Documentation shall be produced in accordance and compliance with the
standards identified in Schedule “E” attached hereto and made a part hereof. Two
(2) copies of all Documentation shall be provided in printed form and one copy in
electronic form compatible with Microsoft Word, version 6.0.

4. CHARGES

(4.1) Subject to paragraph 4.2, Customer shall pay ABC one hundred thousand United
States dollars ($100,000) for the Work, payable as follows:

(a) ten thousand dollars ($10,000) upon execution of this Agreement;

(b) five thousand dollars ($5,000) upon Acceptance of the Functional

Specifications;

(c) five thousand dollars ($5,000) upon Acceptance of the System Design
Specifications;

(d) ten thousand dollars ($10,000) upon delivery and Installation of the
COMPUTER PROGRAM and confirmation by Customer that the COMPUTER
 PROGRAM’s program files listed in Schedule “F” attached hereto and made a
part hereof reside on the Hardware’s program libraries;

(e) twenty thousand dollars ($20,000) upon Acceptance of the COMPUTER

PROGRAM;

(f) fifteen thousand dollars ($15,000) upon Acceptance of the user, operations
and training Documentation to Customer; and

(g) thirty five thousand dollars ($35,000) upon the later of (i) expiration of the
warranty period or (ii) all warranty claims having been properly satisfied by ABC .

(4.2) In the event that: (a) the Customer does not give its Acceptance of the Functional
Specification or the System Design Specification within the time frames specified
in Section 8 of this Agreement or (b) Customer and ABC fail to reach agreement
with respect to a fixed charge for development of the COMPUTER PROGRAM
within ten (10) business days after the last date by which the System Design
Specification can be Accepted, either party may terminate this Agreement upon ten
(10) business days prior written notice. This Agreement shall terminate
automatically five (5) business days after the receipt of such notice by the receiving
party if an agreement on the Functional Specification, System Design Specification
or fixed charge, as applicable, has not been reached in writing by the expiration of
such five (5) day period. In the event that this Agreement is terminated in
accordance with this paragraph 4.2, within five (5) business days after the effective
date of termination, ABC shall refund all monies paid by Customer to ABC in
accordance with this Section.

(4.3) The Customer shall pay any sales or use tax imposed by the New York State
and/or New York City government(s) in connection with the COMPUTER
PROGRAM.
(4.4) The Customer shall pay all reasonable expenses incurred by ABC in performing its
obligations hereunder. Expenses which: (a) individually are in excess of two
hundred fifty dollars ($250) or (b) during any calendar month, would cause total
expenses incurred in such month to exceed five hundred dollars ($500), shall not
be incurred without Customer’s prior written consent.

(4.5) Invoices shall be payable within thirty (30) days after Customer’s receipt of ABC’s
invoice, so long as the amounts stated therein are not reasonably in dispute.

(4.6) ABC warrants that the terms of this Agreement are comparable to or better than
the terms offered by ABC to any of its present commercial customers of equal or
lesser size for comparable Work. If ABC offers more favorable terms to its
commercial customers during the period commencing upon execution hereof and
expiring one (1) year thereafter, such terms shall also be made available to
Customer together with any resulting refund within thirty (30) days from the
execution of such agreement.
5. OWNERSHIP

(5.1) ABC acknowledges that Customer shall have exclusive, unlimited ownership rights
to all Work performed hereunder, to all materials and/or deliverables prepared for
the Customer hereunder and all ideas, concepts, inventions, designs, techniques
conceived by Customer or jointly with ABC hereunder, as a combination of
components and/or individually, and whether or not this Agreement is satisfactorily
completed, all of which shall be deemed work made for hire and made in the
course of services rendered and shall belong exclusively to the Customer with the
Customer having the right to obtain, hold and render, in its own name patents,
copyrights and registrations therefor. In the event that certain other ownership
rights do not originally vest in Customer as contemplated hereunder, ABC agrees
to irrevocably assign, transfer and convey to the Customer all rights, title and
interest therein. ABC and its personnel shall give Customer, and any person
designated by Customer, all reasonable assistance and shall execute all necessary
documents to assist and/or enable Customer to perfect, preserve, register and/or
record its rights in all such Work, deliverables or material.

6. CONFIDENTIALITY

(6.1) As used herein, “Confidential Information" shall include all information and data
furnished by CUSTOMER to ABC, whether in oral, written, graphic or machine-
readable form, including without limitation, specifications, user, operations or
systems manuals, diagrams, graphs, models, sketches, technical data, research,
business or financial information, plans, strategies, forecasts, forecast assumptions,
business practices, marketing information and material, customer names,
proprietary ideas, concepts, know-how, methodologies and all other information
related to CUSTOMER’s business. Confidential Information shall also include the
COMPUTER PROGRAM and confidential information received by CUSTOMER
from a third party. In order for any information provided verbally by CUSTOMER
to ABC to come within the definition of Confidential Information, it shall be
 identified as confidential at the time of disclosure and within five (5) business days
after verbal disclosure thereof by CUSTOMER, such information shall be
documented in writing specifying that CUSTOMER considers such information
confidential.

(6.2) Notwithstanding anything to the contrary contained in this Agreement,

Confidential Information shall not include information: (a) in the public domain
(other than as a result of a breach of this Agreement); (b) generally known and
disclosed to ABC by persons or entities engaged in a comparable business (other
than as a result of a breach of this Agreement or any other agreement to which
such persons or entities are parties); (c) in ABC's possession prior to its receipt
from Customer pursuant to this Agreement or (d) independently developed by
ABC.

(6.3) ABC agrees to maintain the confidentiality of the Confidential Information using
procedures no less rigorous than those used to protect and preserve the
confidentiality of its own proprietary information and shall not, directly or
indirectly: (a) transfer or disclose any Confidential Information to any third party;
(b) use any Confidential Information other than as contemplated under this
Agreement or (c) take any other action with respect to the Confidential
Information inconsistent with the confidential and proprietary nature of such
information. ABC further agrees to return all Confidential Information (and all
copies thereof) to the Customer upon termination of this Agreement.
(6.4) ABC shall be permitted to disclose the Confidential Information to its employees
having a need for access thereto in connection with performance of the Work and
who have executed confidentiality agreements containing provisions similar to
those contained in this Agreement and specifying that the Customer is a third party
beneficiary thereunder entitled to enforce the provisions thereof as though a party
thereto. ABC shall take steps, no less rigorous than those it takes to protect its
own proprietary information, to prevent its employees from acting in a manner
inconsistent with the terms of this Agreement.

7. DELIVERY, INSTALLATION & SITE PREPARATION

(7.1) The COMPUTER PROGRAM shall be developed, delivered and implemented in

accordance with Implementation Schedule attached hereto as Schedule “A”. ABC
understands that that Customer has contracted for the licensing and/or purchase
and delivery of other items of computer software and/or hardware comprising a
major computer system to be implemented for Customer and therefore it is vital
that the dates stated in the Implementation Schedule be met otherwise Customer
will incur substantial additional expense and injury. In the event that ABC fails to
perform in accordance with the Implementation Schedule, ABC shall assign
additional qualified staff to the development, delivery and implementation, as
applicable, of the COMPUTER PROGRAM. Without limiting any of its rights
under this Agreement and at law, ABC shall pay Customer one thousand dollars
($1,000), as liquidated damages, for each business day after the fourth business
day that it fails to complete a task, milestone or other delivery required to be made
or performed in accordance with this Agreement and/or terminate this Agreement
in accordance with Section 15.
(7.2) Installation of the COMPUTER PROGRAM shall be the responsibility of ABC. As
a condition to such installation, Customer shall prepare the Installation Site in
accordance with the site preparation requirements identified in Schedule “H”
attached hereto and made a part hereof. At such time that the Installation Site has
been prepared, Customer shall give written notice thereof to ABC and within five
(5) business days after receipt of Customer’s notice by ABC, ABC shall inspect the
Installation Site and either give its approval or disapproval. In the event ABC does
not approve the site, it shall provide detailed reasons therefor within three (3)
business days after its inspection in which case Customer shall correct the
deficiencies identified by ABC and the inspection process shall be repeated.

(7.3) Installation shall be deemed complete when each of the data screens identified in
Schedule “I” attached hereto and made a part hereof, can be displayed on the
Hardware’s terminal devices.

(7.4) The Customer agrees to reasonably cooperate with ABC with respect to this
Agreement including without limitation, providing all information and access to
key personnel needed to develop and/or implement the COMPUTER PROGRAM.

8. ACCEPTANCE

(8.1) The Documentation developed by ABC pursuant to Section 3 of this Agreement

shall be delivered for Customer’s Acceptance not later than the dates specified in
the Implementation Schedule. Customer shall have thirty (30) calendar days (the
“Review Period) to review each item of Documentation and either approve or
reject such Documentation in accordance with this Section.

(8.2) If an item of Documentation is unsatisfactory in any material respect, Customer

shall prepare a detailed written description of its objections and deliver them to
ABC not later than seven (7) business after expiration of the Review Period. ABC
shall thereupon undertake to modify the Documentation to respond to such
 objections and shall do so within ten (10) business days of receipt of Customer’s
objections.

(8.3) If any item of Documentation continues to be unsatisfactory after the revisions

made in accordance with paragraph 8.2 of this Section, Customer may, in sole
discretion, grant ABC additional time to modify the Documentation so that it is
conforming or terminate this Agreement. In such an event ABC shall refund to
Customer all amounts paid hereunder and, as liquidated damages for its failure, pay
Customer five thousand dollars ($5,000).

(8.4) Customer shall prepare Test Plans consistent with the Documentation on or before
the date which is thirty (30) calendar days prior to the date the COMPUTER
PROGRAM is scheduled for Installation. The Test Plans shall include procedures
required to demonstrate that the COMPUTER PROGRAM operates in all material
respects in accordance with the Documentation and RFP. In the event of an
inconsistency between the RFP and the Documentation, the RFP shall prevail.
Customer shall prepare the data necessary for performing the Acceptance Test.
Customer shall perform the Acceptance Test within ten (10) business days after
Installation is complete.

(8.5) Within five (5) business days after completion of the Acceptance Test, Customer
shall either give its Acceptance of the COMPUTER PROGRAM or disapprove
such results and provide detailed written reasons for such disapproval.
(8.6) If the COMPUTER PROGRAM or any portion thereof fails to pass the
Acceptance Test, ABC will correct all Error(s) not later than fourteen (14)
calendar days after receipt of Customer’s notice describing the Error(s). Within
fourteen (14) calendar days after such corrections have been made, Customer will
retest the COMPUTER PROGRAM. If the COMPUTER PROGRAM still fails
the Acceptance Test after corrections having been made in accordance with this
paragraph (8.6), Customer may at its option, grant ABC additional time in
Customer’s sole discretion to correct the outstanding Error(s) or terminate this
Agreement in which event ABC shall refund to Customer all amounts paid
hereunder and, as liquidated damages for its failure, pay Customer ten thousand
dollars ($10,000).

(8.7) Acceptance of the COMPUTER PROGRAM shall be deemed to have occurred

upon execution of an Acceptance Certificate, the form of which is attached hereto
as Schedule “J” .

9. LIMITED WARRANTY

(9.1) ABC warrants that the COMPUTER PROGRAM, upon Acceptance and for a
period of one (1) year thereafter, will operate without an Error. ABC also warrants
that it has inspected the SOFTWARE for computer viruses and that the
SOFTWARE shall be free of all viruses when delivered. Furthermore, ABC
warrants that the SOFTWARE shall be compatible with and able to support date
calculations for the years 2000 and beyond and have all of the capabilities and
functions required by Customer as defined in Customer’s RFP. In the event of an
inconsistency between the RFP and the Documentation, the RFP shall prevail.
EXCEPT FOR THE FOREGOING, ABC MAKES NO OTHER WARRANTY,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
(9.2) ABC shall respond to service requests within one (1) hour of Customer’s notice
and shall have completed all necessary corrections not later than three (3) hours
after Customer’s notice. In the event that that, during any ninety (90) day period,
ABC shall fail two (2) times to correct an Error within the time periods aforesaid,
Customer shall be entitled, at ABC’s cost and expense, to employ its own
personnel or a third party contractor of its own choosing to correct Errors
occurring thereafter if ABC shall again fail to correct an Error within the
prescribed time period.

(9.3) In the event that an Error which prevents production use of the COMPUTER
PROGRAM in any material respect, as reasonably determined by the Customer, is
not corrected by ABC within seventy two (72) hours after notice (by telephone)
thereof is given by Customer to ABC, Customer may terminate this Agreement in
which case ABC shall promptly refund all amounts paid by Customer to ABC
hereunder and, as liquidated damages for its failure, pay Customer fifteen thousand
dollars ($15,000).

(9.4) ABC shall perform services at the Installation Site during the warranty period at no
additional charge to Customer. Alternatively, with Customer’s prior consent, ABC
shall be entitled to log-in to Customer’s computer system and access the
COMPUTER PROGRAM for the purposes of Error diagnosis, correction and
installation.
10. INTELLECTUAL PROPERTY INDEMNIFICATION

(10.1) ABC agrees to defend and/or handle at its own expense, any claim or action
against Customer for actual or alleged infringement of any intellectual or industrial
property right, including without limitation, trademarks, service marks, patents,
copyrights, misappropriation of trade secrets or any similar property rights, based
upon the COMPUTER PROGRAM or Customer’s use thereof. ABC further
agrees to indemnify and hold Customer harmless from and against any and all
liabilities, costs, losses, damages and expenses (including reasonable attorney’s
fees) associated with such claim or action. Customer shall reasonably cooperate
with ABC in the defense of such claim or action to the extent that such
cooperation is given at such times and in a manner that does not negatively affect
Customer’s business in Customer’s sole discretion and further, ABC reimburses
Customer’s expenses and pays Customer at Customer’s hourly billing rate for all
such assistance.

(10.2) ABC shall have the sole right to conduct the defense of any such claim or action
and all negotiations for its settlement or compromise. Notwithstanding the
foregoing, in the event that ABC shall fail to appoint an attorney within ten (10)
calendar days after the claim having first been made or action commenced or the
attorney appointed by ABC is, in Customer’s reasonable judgment not suitably
qualified to represent Customer, Customer shall have the right to select and
appoint an alternative attorney and the reasonable cost and expense thereof shall
be paid by ABC.
(10.3) If the COMPUTER PROGRAM becomes or in ABC’s reasonable opinion is likely
to become the subject of any such claim or action, then, ABC shall use best efforts
at its sole expense to either: (a) procure for Customer the right to continue using
the COMPUTER PROGRAM as contemplated hereunder; (b) modify the
COMPUTER PROGRAM to render same non-infringing (provided such
modification does not adversely affect Customer’s use as described in the RFP) or
(c) replace same with equally suitable, functionally equivalent, compatible non-
infringing COMPUTER PROGRAM. If none of the foregoing is possible, ABC
shall have the right to terminate this Agreement upon: (i) payment to Customer of
all monies paid by Customer for the Work and (ii) if this Agreement is terminated
in accordance with this paragraph within the first twenty four (24) months after
Acceptance, ABC shall in addition pay Customer an amount equal to twenty
percent (20%) of all monies payable by Customer to ABC for the Work as
liquidated damages.

11. LIMITED REMEDIES & LIABILITY

(11.1) In all cases involving performance or non-performance of the COMPUTER

PROGRAM, Customer’s primary remedy shall be correction of the Error(s). For
all other failure(s) by ABC to perform in accordance with this Agreement,
including without limitation, if the COMPUTER PROGRAM is not Accepted by
Customer (due to no fault of the Customer) or an Error cannot be corrected within
the time periods specified in Section 9 of this Agreement, the Customer shall be
entitled to terminate this Agreement in accordance with Section 15 and/or recover
damages subject to paragraph 11.2.
(11.2) ABC’s liability to Customer shall be limited to: (a) the charges payable by
Customer under Section 4 of this Agreement; plus (b) the amount of any liquidated
damages payable by ABC pursuant to the various sections of this Agreement. The
foregoing limitation of liability shall not apply to the: (a) payment of costs,
damages and attorney’s fees referred to in Section 10 for ABC’s indemnity
obligation; (b) claims for personal injury or damage to real or personal property
caused by willful or negligent acts of ABC, its employees or contractors or (c)
damages resulting from violation of Section 6 of this Agreement for breach of
confidentiality and non-disclosure obligations.

(11.3) IN NO EVENT SHALL ABC OR THE CUSTOMER BE LIABLE FOR

INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING
WITHOUT LIMITATION LOST PROFITS) EVEN IF EITHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. CHANGE IN SCOPE

(12.1) ABC and the Customer recognize that it may be desirable for the Customer to
make changes to the Functional and/or System Design Specifications (a
“Revision”) during the performance of this Agreement. Customer may request
Revision by giving notice thereof to ABC specifying the nature of the change(s)
desired (the “Revision Notice”).
(12.2) Within ten (10) calendar days after ABC has received the Revision Notice, it shall
provide Customer with a proposal identifying: (a) any addition or reduction in the
cost associated with performing the Work; (b) the effect, if any, to the payment
schedule identified in Section 4; (c) the revisions required and to be made to the
Documentation; (d) the effect, if any, with respect to the delivery and
implementation milestones identified in Schedule “A” attached hereto and (e) any
other change which would be required to any of the other sections or schedules to
this Agreement (the “Revision Proposal”).

(12.3) Upon Customer’s written approval of the Revision Proposal, ABC shall, within ten
(10) calendar days thereafter, revise the Functional and/or System Design
Specification(s) (the “Revised Specifications”) and submit them for Customer’s
approval. ABC shall not develop or implement any Revision until such time that
the Customer has approved the Revised Specification(s) in writing. Upon
Customer’s approval of the Revised Specification(s), this Agreement shall be
deemed amended to reflect the terms and conditions of the Revision Proposal.

13. PROJECT MANAGERS & MEETINGS

(13.1) The Customer and ABC shall each designate prior to the commencement of Work
under this Agreement a project manager to whom all communications may be
addressed, and who shall have complete responsibility and authority for the
Customer and ABC, respectively, in all aspects of this Agreement.

(13.2) The project mangers shall meet at least weekly. ABC’s project manager shall
render a written status report as of the middle and end of each calendar month,
such report to be delivered to Customer’s project manager within three (3)
business days after the end of such half month.

(13.3) ABC’s project manager shall be available upon five (5) business day’s notice to
attend meetings of the Customer’s management.
14. TRAINING

(14.1) ABC shall provide thirty (30) hours of training to Customer in the use, operation
and maintenance of the COMPUTER PROGRAM. The training curriculum and
ABC’s instructors assigned thereto is identified in Schedule “K” attached hereto
and made a part hereof. Training will be conducted in not less two or greater than
three (3) hour sessions per day at Customer’s offices in New York. ABC shall
assume and be responsible for the payment of all transportation, room and board
expenses of its employees in furnishing such training.

15. TERMINATION

(15.1) If a party (the "Defaulting Party") is in material breach of or default under this
Agreement, and the Defaulting Party does not remedy that breach or default within
thirty (30) calendar days after receipt from the other party of written notice of that
default or breach (provided that if the breach or default is one that cannot be
remedied within such thirty (30) day period, this Agreement may be terminated
effective immediately upon written notice to the Defaulting Party), the other party
shall after the expiry of such thirty (30) calendar day period have the right to
terminate this Agreement effective immediately upon written notice to the
Defaulting Party.
(15.2) Either party may terminate this Agreement, at any time, by written notice in the
event that the other: (a) files a voluntary petition in bankruptcy or under any
similar insolvency law; (b) makes an assignment for the benefit of creditors; (c) has
filed against it any involuntary petition in bankruptcy or under any similar
insolvency law if any such petition is not dismissed within sixty (60) days after
filing or (d) a receiver is appointed for, or a levy or attachment is made against,
substantially all of its assets, if any such petition is not dismissed or such receiver
or levy or attachment is not discharged within sixty (60) days after the filing or
appointment.

(15.3) For the purposes of paragraph 15.1 and 15.2, Customer shall be in material breach of
or default under this Agreement and ABC may terminate this Agreement only if the
breach or default relates to Customer's obligation to pay ABC any amount payable
hereunder when due and the breach or default is not remedied within the applicable
time period specified therefor. ABC's rights and remedies in respect of any other
breach of or default under this Agreement shall be limited to such rights and remedies
other than termination of this Agreement.
16. GENERAL

(16.1) The professional personnel provided by ABC shall be appropriately trained in the
technical skills to perform their duties. Customer may require ABC to replace any
person who is performing Work pursuant to this Agreement, if Customer in
Customer’s sole but reasonable discretion determines that such person is unfit or
otherwise unsatisfactory. The personnel of each party, when on the premises of the
other, shall comply with the security and other personnel regulations of the party
on whose premises such person is on.
 ABC recognizes that its employees identified in Schedule “L” are particularly
qualified to perform the services under this Agreement and ABC agrees not to
remove such personnel from the performance of Work hereunder until such time
that their respective tasks have been satisfactorily completed.

(16.2) Neither party shall assign its rights or obligations under this Agreement without the
prior written consent of the other party. Notwithstanding the forgoing, the
Customer shall be entitled to assign its rights and obligations hereunder to any one
of Customer’s subsidiaries without any further consent from ABC. For purposes
of this paragraph 16.2, a “subsidiary” shall be any entity in which Customer owns
or controls at least fifty percent (50%) of such entity’s stock or other evidence of
ownership.

(16.3) No modifications of this Agreement shall be valid or binding on either party unless
acknowledged in writing and signed by the duly authorized officer of each party.
All notices or other communications given under this Agreement shall be in
writing, sent to the address hereinbefore set forth as principal place of business or
such other addresses as ABC or the Customer may designate in writing by
certified mail (return receipt requested) or personal delivery. Notice shall be
deemed given upon receipt.

(16.4) ABC understands and agrees that violation of Section 6 of this Agreement may
cause damage to the Customer in an amount which is impossible or extremely
difficult to ascertain. Accordingly, without limitation to any other remedy available
at law, the Customer may be entitled to injunctive relief restraining ABC from
continuing to violate the terms and provisions of said section.
(16.5) Neither party shall be liable to the other for any delay or failure to perform its
obligations under this Agreement if such delay or failure arises from any cause
beyond the reasonable control of such party, including but not limited to labor
disputes, strikes, other labor or industrial disturbances, acts of God, floods,
lightning, utility or communication failures, earthquakes or other casualty.

If a delay or failure that ABC anticipates will cause an excusable delay, ABC by
written notice shall inform Customer of the anticipated effect of such delay as soon
as possible and in any event shall give written notice within ten (10) calendar days.
Such notice shall contain a description of the steps ABC is taking to alleviate the
problem. Anything in this Agreement to the contrary notwithstanding, Customer
may, if the COMPUTER PROGRAM has not been Accepted due to a problem
described in this paragraph 16.5, by a date which is seventy five (75) calendar days
after Acceptance Testing is to commence, terminate this Agreement upon fourteen
(14) calendar days notice to ABC; in such event, Customer may return all portions
of the COMPUTER PROGRAM delivered prior to termination in which case ABC
shall refund all payments made by Customer.

(16.6) The parties acknowledge that each has read all the terms of this Agreement, is
authorized to enter into it, agrees to be bound by its terms and conditions and that
it is the complete and exclusive statement of the agreement between the parties
which supersedes all prior communications and agreements between the parties
relating to the subject matter of this Agreement.

(16.7) Any forbearance or delay on the part of either party in enforcing any provision of
this Agreement or any of its rights hereunder shall not be construed as a waiver of
such provision or of a right to enforce same.

(16.8) ABC is an independent contractor in performance of the Work and shall not be
considered to be or permitted to be an agent, employee, joint venturer or partner
of the Customer. All persons furnished, used, retained or hired by or on behalf of
 ABC, are and shall be considered employees or agents of ABC. ABC assumes sole
and full responsibility for their acts. ABC shall at all times during the term of this
Agreement maintain such supervision, direction and control over its employees and
agents as is consistent with and necessary to preserve its independent contractor
status.

(16.9) The provisions of Sections 5, 6, 10, 11, 15 and 16.3 through 16.12 shall survive
termination of this Agreement or any portion thereof.

(16.10) The parties shall use all reasonable efforts to amicably resolve any dispute or
controversy arising directly out of this Agreement by referring such dispute or
controversy to a senior management executive of each party who was not directly
involved in the procurement and day to day management of the COMPUTER
PROGRAM. The management executive selected by each party shall have the
authority to bind its company to the terms of any settlement agreed to. If the parties,
after good faith efforts, fail to resolve the dispute or controversy, the matter shall be
referred to mediation in accordance with the rules of XYZ Dispute Resolution
Services.

In connection with any breach or threatened breach by either party of the

confidential information obligations of this Agreement, the non-breaching party may,
at any time seek by application to the United States District Court for the Southern
District of New York or the Supreme Court of the State of New York for the
County of New York any such temporary or provisional relief or remedy
("provisional remedy") provided for by the laws of the United States of America or
the laws of the State of New York as would be available in an action based upon
such dispute or controversy in the absence of this Section 16.10. No such
application to either said Court for a provisional remedy, nor any act or conduct by
either party in furtherance of or in opposition to such application, shall constitute a
relinquishment or waiver of any right to have the underlying dispute or controversy
with respect to which such application is made settled by mediation.
 In any mediation proceeding, the parties shall select one mediator who has technical
software systems knowledge of real time trading systems. In the event that the
parties fail to agree upon a mediator, XYZ Dispute Resolution Services shall be
entitled to appoint a mediator with the required qualifications. Each party shall bear
its own costs associated with such mediation. The mediation proceeding shall be
kept confidential.

In the event that the mediation proceeding does not result in the resolution of the
dispute, the parties shall submit the dispute to binding arbitration in accordance with
the procedures set forth in Schedule “M” attached hereto an made a part hereof.

(16.11)Pending resolution of any dispute or controversy as provided in Section 16.10, each

of the parties shall continue to perform its obligations under this Agreement and a
failure to perform its obligations by either party pending the resolution process shall
be deemed a separate breach of this Agreement.
(16.12) Any dispute arising under this Agreement shall be governed by the laws of the State
of New York.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and do
each hereby warrant and represent that their respective signatory whose signature appears
below has been and is on the date of this Agreement duly authorized by all necessary and
appropriate corporate action to execute this Agreement.

CUSTOMER ABC SYSTEMS, INC.

By: ____________________________ By: ____________________________

Name: _________________________ Name: _________________________

Title: __________________________ Title: __________________________

Date: __________________________ Date: __________________________