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                                                                    Exhibit 10.9


                            REUTERS GLOBAL AGREEMENT

                             DATED 21 December 2000

                        GLOBAL REUTERS SERVICES CONTRACT

                                     BETWEEN

                                 REUTERS LIMITED

                                       AND

                         INSTINET GLOBAL HOLDINGS, INC.

                        Commencement Date: 1 October 2000

[LOGO] REUTERS

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                        GLOBAL REUTERS SERVICES CONTRACT

                                    CONTENTS
                                                                        PAGE NO
GLOSSARY ...................................................................   1
INTERPRETATION .............................................................   6
1      COMMENCEMENT AND TERM ...............................................   7
2      SCOPE OF THE AGREEMENT ..............................................   7
3      CHARGES .............................................................   8
4      DISCOUNT ............................................................  12
5      AUTHORISED CANCELLATIONS ............................................  15
6      ADDITIONS AND DELETIONS OF SITES AND RECIPIENT LOCATIONS ............  19
7      TERMINATION AND OTHER REMEDIES ......................................  20
8      UNAUTHORISED CANCELLATIONS AND TERMINATION
       - CONSEQUENCES ......................................................  23
9      LIABILITY ...........................................................  24
10     CONFIDENTIALITY .....................................................  26
11     GENERAL .............................................................  27
12     ENTIRE AGREEMENT - REUTERS BUSINESS PRINCIPLES ......................  28

SCHEDULE A: SERVICES AND SERVICE FEES AT COMMENCEMENT DATE BY SITE
AND RECIPIENT LOCATION ....................................................
SCHEDULE B: SITES AND RECIPIENT LOCATIONS COVERED
BY THE AGREEMENT ..........................................................
SCHEDULE C: NON-REUTERS GROUP COMPANIES ...................................
SCHEDULE D: DISCOUNT BANDS ................................................

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                        GLOBAL REUTERS SERVICES CONTRACT

THIS AGREEMENT is made on 21 December 2000 between us, REUTERS LIMITED of 85
Fleet Street, London, EC4P 4AJ, England and you, INSTINET GLOBAL HOLDINGS, INC.
of 875 Third Avenue, New York, New York 10022, USA.

WHEREAS we have a mutual interest in establishing a strategic relationship on a
global basis and have therefore agreed to enter into the Agreement.

We both agree:

GLOSSARY

All defined terms in this Contract are in italics for your convenience.

In the Contract, the following terms have the following meanings:

Access Declaration*  - any schedule that we ask you to complete, which sets out
                       the number of all Interactive Accesses and Slave Displays
                       authorised or allowed to view Information via Your
                       System over the period specified by us. We will use your
                       Access Declarations as part of our calculation of the
                       number of such Interactive Accesses and Slave Displays
                       when we invoice you for the Services supplied to you. The
                       Access Declaration can be provided in hard copy,
                       electronic or any other relevant form, as specified by
                       us;

Access Fees*         - that part of the Service Fees directly relating to
                       Interactive Accesses and Slave Displays for Datafeed
                       Services (other than specialist data Services) at your
                       Sites and Recipient Locations and those of any of your
                       Subsidiaries;

Agreed Level         - the percentage change in the following most recently
                       published indices, compared with the relevant index
                       published 12 months earlier:

                        (i)   for any Service Fees denominated in currencies of
                              OECD member countries, the OECD All Items



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                              Rate of Change index for the country which issues
                              the relevant currency;

                        (ii)  for the Service Fees in Bahrain, Jordan. Kuwait,
                              Oman, Qatar. the Kingdom of Saudi Arabia, Yemen
                              and United Arab Emirates, the OECD All Items Rate
                              of Change index for the United States of America;
                              and

                        (iii) for the Service Fees denominated in any other
                              currency, the relevant official government
                              consumer price index, failing which the most
                              relevant official index, as reasonably determined
                              by us;

Agreement            - this Contract, the Reuters Business Principles, any
                       applicable Order Form or Access Declaration and any
                       schedules referred to in these documents;


Annual Reassessment
Date                 - the first day of October in each calendar year;

Charges              - the Service Fees and any related charges specified in
                       Clause 3.1 (a) to (e);

Commencement Date      1 October 2000

Company              - a legal entity with an issued share capital, validly
                       incorporated in its country of incorporation;

Contract             - this document, including its Schedules, as amended or
                       supplemented under Clause 12.5;


Conversion Rates     - the currency exchange rates used by us to
                       convert other currencies into United States Dollars,
                       as published by the Financial Times in its table
                       entitled "FT Guide to World Currencies;"



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Datafeed Service*    - any Service supplied by means of digital delivery to
                       Your System;

DDE                  - the Microsoft (R) Dynamic Data Exchange interface;

Discount Adjustment
Date                 - the first day of June in each calendar year;

Discount Rate        - the percentage rate of discount established from time to
                       time in accordance with Clause 4.2;

Discountable Service
Fees                 - the Service Fees which will be discounted in
                       accordance with Clause 4.1;

Dollar Service Fees  - the Service Fees (excluding Service Fees for specialist
                       data Services and Test Products) expressed in United
                       States Dollars;

ex-Site              - a location which has ceased to be a Site in the
                       circumstances set out in Clause 6.5;

Information          - the information (in whatever form, including images,
                       still and moving, and sound recordings) contained in the
                       Services;

Information Provider - a client of ours or other third party, including any
                       stock. futures or commodities exchange, whose Information
                       is contained in the Services;

Interactive Access*  - the capacity of an individual authorised or
                       allowed by you to access and control the display
                       of Information by any means including, without
                       limitation, a password. an identifier, a keyboard
                       or other control device;

Maintenance          - a sub-set of Support which includes the use of reasonable
                       efforts by us or our nominee to maintain the Materials in
                       good operating condition and/or to restore the Service by
                       repairing, correcting or replacing the Materials;


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Materials            - hardware and/or Software and related documentation
                       supplied by us;

OECD                 - Organisation for Economic Co-operation and
                       Development;

Order Form           - our standard local order form or schedule (whether in
                       written or electronic form) listing the Services ordered
                       by you at the relevant Site and accepted by us under
                       the Agreement;

Quarter Date         - the first day of the months of January, April, July and
                       October in each calendar year;

Recipient Location*  - any of your offices or any of the offices of a Subsidiary
                       of yours, in both cases other than the Site, receiving
                       Information under paragraph 2.2 of the Reuters Business
                       Principles;

Reuters Business     - the document which sets out the conditions which apply
Principles             to the supply and use of the Services as amended by
                       us from time to time in accordance with Clause 12.4;

Reuters Group        - Reuters Group PLC and any of its Subsidiaries;

Service(s)           - the services supplied by us under the Agreement which
                       include the provision of Information and/or Materials and
                       Support;

Service Fees         - the fees determined and charged by us for the supply of
                       the Services (including fees charged by us for specialist
                       data Services);

Service Fees
Adjustment Allowance - the amount by which you may reduce the Service Fees in
                       any calendar year as calculated in accordance with Clause
                       5.1;


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Site(s)              - any location of yours or any of your Subsidiaries
                       to which the Services are supplied directly by us
                       as specified in Schedule B (as updated from time
                       to time in accordance with Clause 6.9);

Slave Display*       - a view-only display without the ability to request and
                       control access to Information;

Software             - software or any part of it and related documentation,
                       whether it is an ancillary part of a Service and enables
                       such Service to be used, or whether the rental of such
                       software itself constitutes the Service. Software also
                       includes upgrades and enhancements;

Subsidiary           - a Company in which another Company owns directly or
                       indirectly more than 50% of the issued share capital and
                       over which it exercises effective control;

Support              - Maintenance and other support provided by us or our
                       nominee as specified in the Support section of the
                       Reuters Business Principles;

System*              - any system that is used to access and display data that
                       may include Information;

Test Products*       - a Reuters Terminal with open DDE or a Datafeed Service
                       supplied by us for testing purposes in order to enable
                       you to develop your own applications capable of using
                       Information (e.g. RT Testplus, Testserver or Testfeed
                       Plus);

Your System*         - any System used by you where we do not control the
                       number of Interactive Accesses and Slave Displays of
                       such data.


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INTERPRETATION

"We" "You"

Except where used in expressions such as "both of us", "each of us", "either of
us', "our respective" (in which case the Agreement refers to both you and us).
references in the Agreement to "we", "our" or "us" are references to Reuters
Limited or, where in the Agreement the context requires, the Company to which
the rights and obligations of Reuters Limited are assigned under Clause 2 of the
Contract, or, in the case of Clause 2.8, Reuters Services SA.

References in the Agreement to "you" or "your" are references to Instinet Global
Holdings, Inc. and/or, wherever in the Agreement the context so requires, any of
its Subsidiaries to which Services are supplied under the Agreement.

Reuters Business Principles

(a)   The Reuters Business Principles form part of the Agreement. However, you
      recognise that, to the extent that any services referred to in the Reuters
      Business Principles are not eligible for inclusion in the Agreement (see
      Clause 2.3), references to such services in the Reuters Business
      Principles do not form part of the Agreement,

(b)   The version of the Reuters Business Principles which is current at the
      date of this Contract, and which forms part of the Agreement, is Version
      1.1 - Reuters Global Agreement Version. References in the Contract to
      specific paragraphs of the Reuters Business Principles are references to
      paragraphs of that version. However, paragraphs may be re-numbered where
      the Reuters Business Principles are amended from time to time in
      accordance with Clause 12.4;

(c)   You may at any Site or Recipient Location request a copy of any local
      version of the Reuters Business Principles, or a version in a language
      other than English, but any such copy will be for information only.

(d)   We use certain terms in this Contract whose core definition is in the
      Reuters Business Principles. For your convenience, we have reproduced
      those terms in the Glossary as they are defined in Version 1.1 - Reuters
      Global Agreement Version of the Reuters Business Principles. There are
      certain other terms which are defined in


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      the Reuters Business Principles whose definition in this Contract is
      slightly different in order to conform with the other terms of the
      Agreement. All the terms referred to in this paragraph (d) may be subject
      to change from time to time in accordance with Clause 12.4 and they are
      indicated in the Glossary by a "*" symbol.

1. COMMENCEMENT AND TERM

1.1   The Agreement will take effect on the Commencement Date and will continue
      for as long as you receive Services, subject to Clause 1.2 below and to
      the other cancellation and termination provisions of the Agreement.

1.2   Either of us may terminate the entire Agreement at any time by giving the
      other not less than 24 months' notice in writing, expiring on the day
      before any Quarter Date. Only one notice of termination under this Clause
      1.2 can be in effect at any one time. A new notice of termination will
      only be valid if an unexpired notice has already been withdrawn in
      writing.

2. SCOPE OF THE AGREEMENT

2.1   We will supply the Services to you (and to your Subsidiaries) at the Sites
      and you will pay the Charges and use the Services in accordance with the
      Agreement.

2.2   The Service(s) at the Commencement Date for each of your Sites and
      Recipient Locations and those of your Subsidiaries are set out in Schedule
      A. After that date, additional Services will be specified in the relevant
      Order Forms and/or related schedules.

2.3   For your information we will provide to you a list of our principal
      services which are eligible and those which are not eligible for inclusion
      in the Agreement as at the Commencement Date, and an updated list to you
      on 1 July in each year, and to each Site on reasonable request from time
      to time. Our rights to withdraw Services are set out in Clause 7.

2.4    Schedule B contains a list of all your Sites and Recipient Locations and
       those of your Subsidiaries as at the Commencement Date. You represent and
       warrant that, as at the date of the Agreement, Schedule B is complete and
       correct and that the Companies listed in Schedule B are your
       Subsidiaries.

2.5    (1)  Where the Services are supplied to a Subsidiary of yours, you will
            ensure that such Subsidiary is aware of the terms of the Agreement
            and complies with such terms in respect of the relevant Site.

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      (2)   In the event of a material breach of the Agreement by any Subsidiary
            of yours. we will inform you in writing of such breach as soon as is
            reasonably practicable but this provision will not affect any of our
            rights or remedies in respect of such breach under the Agreement.

2.6   Subject to Clause 2.7, the Services will be supplied to you either by us,
      or, where the Reuters services covered by the Agreement are supplied by a
      Subsidiary of ours in the relevant country or area, by that Subsidiary.
      You agree that our rights and obligations under the Agreement with respect
      to the supply of the Services in any such country or area will be assigned
      to that Subsidiary from the Commencement Date or, where appropriate, from
      the later date on which such Subsidiary starts supplying Services to you,
      and you agree to such assignment. We will ensure and continue to ensure
      that such Subsidiary is aware of the terms of the Agreement and will
      comply with such terms in the relevant country or area from that date. We
      will provide to you a list of our Subsidiaries supplying the Services at
      the Sites on your reasonable request.

2.7   Where any Site is located in one of the countries or areas listed in
      Schedule C, the Services will be supplied to you by a non-Reuters Group
      Company as indicated in Schedule C, and our rights and obligations under
      the Agreement will be assigned to such Company with respect to the supply
      of the Services in that country or area and you agree to such assignment.
      We will ensure that such Company is aware of the terms of the Agreement,
      and will use reasonable endeavours to ensure that such Company complies
      with such terms. We may at any time by notice in writing add to, delete
      from or otherwise amend the contents of Schedule C.

2.8   The Services (other than those specified in the next sentence) supplied at
      any Site located in France are provided through our branch Agence Reuter,
      as agent for our Subsidiary Reuters Services SA, and we will ensure that
      Reuters Services SA will comply with the terms of its obligations under
      the Agreement in respect of such Services. We will however supply news
      retrieval Services and stock and commodity quotation retrieval Services
      directly through our branch Agence Reuter.

3.    CHARGES

3.1   You will pay the Service Fees (subject to discount in accordance with
      Clause 4) and the following related charges (where applicable) at each
      Site and Recipient Location:

      (a)   installation, relocation and removal charges;


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      (b)   charges for Support not specifically covered by the Service Fees
            under the Agreement;

      (c)   charges for communications facilities;

      (d)   charges for Information, Software and/or other services provided by
            certain Information Providers and other third parties; and

      (e)   all applicable taxes and duties (including withholding tax but
            excluding income taxes imposed on the income of the Reuters Group)
            payable in respect of the Services, so that after payment of such
            taxes and duties the amount received by us is not less than the
            Service Fees (subject to any applicable discount under Clause 4).

3.2   The Service Fees at the Commencement Date for each of your Sites and
      Recipient Locations and those of your Subsidiaries are set out in Schedule
      A. After that date, the Service Fees for additional Services or those
      relating to additional Interactive Accesses or Slave Displays will be as
      specified in the relevant Order Forms and/or based on Access Declarations
      and/or related schedules.

3.3   The total annual Dollar Service Fees at the Commencement Date are
      US$13,437,598 (based on our current list price for the Services in the
      country where each Site and Recipient Location is located). For the
      purpose of calculating such Dollar Service Fees, any amounts in currencies
      other than United States Dollars have been converted into United States
      Dollars at the Conversion Rates published on 27 October 2000.

3.4   After the Commencement Date the Service Fees for new or additional
      Services or those relating to new or additional Interactive Accesses and
      Slave Displays. whether at the same or at any other Sites or Recipient
      Locations (including Services supplied at Sites or Recipient Locations at
      the time of their inclusion in the Agreement under Clause 6.1), will be at
      our then current list price for the relevant country.

3.5   The Service Fees for each Service are payable at the relevant Site or
      Recipient Location from the Commencement Date or, if later, from the date
      that Service is first made available to you at that Site or Recipient
      Location.

3.6   The Service Fees will be invoiced to you at each Site or Recipient
      Location quarterly in advance on each of the Quarter Dates, or otherwise
      in accordance with our standard invoicing practice in the relevant
      country, as agreed between us. Where a Service is first made available to
      you after the Commencement Date on a date other than a Quarter Date, the
      first quarterly Service Fees will be invoiced pro rata for the period from
      that date to the next Quarter Date.


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3.7   We will invoice you Access Fees for each quarter (or other relevant
      billing period) on the basis of the number of Interactive Accesses or
      Slave Displays actually declared in your Access Declaration for the
      previous quarter, subject to Clauses 5.4 and 8.2 and to the provisions of
      paragraph 2.2.3 of the Reuters Business Principles.

3.8   (a)   The Service Fees will be invoiced and payable in the currencies
            shown in Schedule A and subsequently in Order Forms for the relevant
            Sites or Recipient Locations except that, for Services supplied or
            made available to Sites or Recipient Locations located in:

            (i)   India: the Service Fees will be invoiced in Indian Rupees at
                  the Foreign Exchange Dealers' Association of India's
                  Rupee/United States Dollar exchange rate, prevailing on the
                  invoice date of the appropriate Quarter Date; and

            (ii)  Brazil: the Service Fees will be invoiced in Brazilian Reals
                  at the Banco Central do Brazil Official Commercial Rate for
                  the Real/United States Dollar exchange rate on the invoice
                  date.

      (b)   The adoption of the Euro as a lawful currency by any Member State of
            the European Union or by any other country is referred to in this
            Clause 3.8 as a "Euro Event";

      (c)   Where a Euro Event occurs in a country we shall be entitled to elect
            that all contractual obligations under the Agreement in such country
            (or in other countries where we invoice you at the time in the
            national currency of such country), be converted from the existing
            contractual currency to the Euro. Any such election is referred to
            in this Clause 3.8 as a "Currency Change";

      (d)   We shall give you not less than 30 days' notice of a Currency
            Change;

      (e)   In the case of a Currency Change,

            (i)   the relevant index for the purpose of the definition of the
                  "Agreed Level" will become, as soon as it is available, the
                  OECD All Items Rate of Change index for that country based on
                  the Euro, failing which the relevant official government
                  consumer price index to the extent that it is based on the
                  Euro;

            (ii)  the relevant index for the purpose of discount reassessment in
                  Clause 4.7 will become, as soon as is available, the OECD All
                  Items Total (excluding high inflation) Index using the Euro in
                  countries where a Euro Event has occurred;


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            (iii) if, in any country where a Euro Event has occurred. you remain
                  entitled by law to fulfil your contractual obligations under
                  the Agreement in the alternative lawful national currency
                  despite our Currency Change, we reserve the right to invoice
                  you in respect of any costs we may incur in converting Charges
                  paid by you in that currency into the Euro.

3.9   If necessary, you agree to obtain or co-operate with us in obtaining any
      consent required to enable you to pay the Service Fees in the currencies
      in which they are invoiced in accordance with Clause 3.8.

3.10  You will pay all Charges and other amounts owed by you under the Agreement
      within 30 days of the date of the invoice.

3.11  We may once a year by notice in writing adjust, or change the basis of
      calculation of, the Service Fees in respect of any Site or Recipient
      Location with effect from 1 January in the following calendar year. We
      will give notice of such adjustment or change to each affected Site or
      Recipient Location no later than 15 days after the relevant Annual
      Reassessment Date. The Service Fees for any Service at a Site or Recipient
      Location will not exceed our list price for that Service in the relevant
      country for the calendar year following such notification. If the
      resulting percentage increase in the total Service Fees payable in respect
      of all the Services supplied at a single Site or made available to a
      single Recipient Location (other than specialist data Services) is greater
      than the Agreed Level at the date of notification, you may by notice in
      writing within 30 days of the date of our notice cancel any Service or
      reduce any access at the relevant Site or Recipient Location whose Service
      Fees have increased by a percentage greater than the Agreed Level. Such
      cancellation or reduction will take effect on the date the increase in the
      Service Fees becomes effective.

3.12  We will endeavour to provide reasonable notice of any change to the
      related charges referred to in Clause 3.1(a) to (e) but you agree that
      they may change without notice if a change is imposed on us by any third
      party. You recognise in particular that adjustments to, or to the basis of
      calculation of, Charges referred to in Clause 3.1(d) and the Service Fees
      for specialist data Services may have to be made (where the same
      adjustment is imposed by the relevant Information Provider on us), on
      dates other than those set out in Clause 3.11. Notwithstanding the above,
      we will provide notice of any change in the charges for specialist data
      Services imposed on us by an Information Provider promptly after our
      receipt of notice of such change from such Information Provider and you
      will be entitled to terminate the affected specialist data Service
      effective 90 days after our delivery of such notice.


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3.13  (a)   In addition to our rights under Clause 3.11, we may adjust the
            Service Fees at any time on 90 days' notice in writing, if and only
            to the extent that:

            (i)   we are required to pay to any governmental, quasi-governmental
                  or regulatory authority or agency any fee or levy calculated
                  by reference to and directly related to all or part of the
                  Service Fees (not being taxes or duties referred to in Clause
                  3.1(e)); or

            (ii)  the amount of any such fee or levy is increased.

      (b)   You acknowledge and accept that:

            (i)   any increase in accordance with Clause 3.13(a) may be made on
                  dates other than those set out in Clause 3.11; and

            (ii)  the resulting increase in the Service Fees due to the
                  operation of Clause 3.13(a) in any year may be greater than
                  the Agreed Level and, if so, you will not have the right under
                  Clause 3.11 to cancel any Services whose Service Fees have
                  increased by a percentage greater than the Agreed Level.

3.14  Where any Service or part of a Service is terminated, cancelled or
      withdrawn in any of the circumstances listed in Clause 5.5(b) we will
      promptly credit you the Service Fees paid in advance against payment of
      the Service Fees for the other Services supplied under the Agreement.

4.    DISCOUNT

4.1   The Service Fees will be discounted in accordance with this Clause 4,
      except for Service Fees payable in respect of:

      (a)   specialist data Services;

      (b)   Test Products;

      (c)   any services which become eligible for inclusion in the Agreement
            after the Commencement Date, to the extent that we notify you that
            the relevant Service Fees will not be discountable to any client of
            ours who is subject to terms that are identical or substantially
            similar to the terms of the Agreement; and

      (d)   any Services to the extent that we notify you on at least 6 months'
            notice in writing that with effect from 1 January in the following
            calendar year, the relevant Service Fees will no longer be
            discountable for any of our clients


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            who subscribe to services under our global agreement scheme: you may
            by notice in writing cancel any such Service with effect from the
            date on which the Service Fees cease to be discounted.

4.2   The Discount Rate is established by reference to:

      (a)   the bands set out in Schedule D, as amended from time to time under
            Clause 4.7; and (subject to Clause 4.8)

      (b)   (i)   the total annual Dollar Service Fees at the Commencement Date
                  as set out in Clause 3.3;

            (ii)  the total annual Dollar Service Fees at each Annual
                  Reassessment Date; and

            (iii) the total annual Dollar Service Fees at each Discount
                  Adjustment Date where this amount has increased or decreased
                  by 20% or more, compared with the total annual Dollar Service
                  Fees at the Commencement Date or the most recent Annual
                  Reassessment Date whichever is the later.

4.3   For the purpose of calculating the Dollar Service Fees any amounts in
      currencies other than United States Dollars will be converted into United
      States Dollars at the Conversion Rates

      (a)   published on the Monday (being a business day in the United Kingdom)
            immediately preceding that Annual Reassessment Date (in the case of
            Clause 4.2(b)(ii)); and

      (b)   used on the most recent Annual Reassessment Date (in the case of
            Clause 4.2(b)(iii)).

4.4   The Discount Rate established under Clause 4.2(b)(iii) at any Discount
      Adjustment Date will apply to the Discountable Service Fees payable from 1
      July to 31 December in that year. Subject to this, the Discount Rate
      established under Clause 4.2

      (a)   at the Commencement Date will apply to the Discountable Service Fees
            payable from 1 January 2001 to the end of that calendar year;

      (b)   at each Annual Reassessment Date will apply to the Discountable
            Service Fees payable for the following calendar year.

4.5   In accordance with Clauses 4.2, 4.3 and 4.4, the Discount Rate which
      applies to the Discountable Service Fees from the Commencement Date and
      for 2001 is 16.8%.


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4.6   The Discount Rate will be applied at each Site or Recipient Location to
      the Discountable Service Fees payable at that Site or Recipient Location.

4.7   We may once a year after the Annual Reassessment Date increase the
      threshold levels of the discount bands specified in Schedule D, to be used
      for any recalculation of the Discount Rate in accordance with Clause 4.2
      in the following calendar year. Any such increase will be by an amount
      equal to the percentage increase in the OECD All Items Total (excluding
      high inflation) index most recently published before the Annual
      Reassessment Date compared with that index published 12 months earlier;
      except that we may increase the threshold levels by an amount in excess of
      the increase in that index, in which case you may give 12 months' notice
      to terminate the Agreement.

4.8   We reserve the right to revise the calculation of the total annual Dollar
      Service Fees calculated as at any Annual Reassessment Date or Discount
      Adjustment Date if you place an order for the supply of additional
      Services before such date and cancel such order before we make the
      relevant Services available to you.

4.9   (a)   If:

            (i)   at any Quarter Date (the "Disqualifying Date") the annual
                  Dollar Service Fees (before any discounts are calculated) for
                  any reason have fallen below the threshold level of the lowest
                  discount band set out in Schedule D as amended from time to
                  time in accordance with Clause 4.7 (the "Threshold Lever)
                  which is then current; and

            (ii)  the annual Dollar Service Fees remain below that level on the
                  Quarter Date following the Disqualifying Date

                  then Clause 4.9(b) and (c) will apply;

      (b)   with effect from the Quarter Date referred to in Clause 4.9(a)(ii)
            the Discountable Service Fees will not be discounted in accordance
            with this Clause 4;

      (c)   we will serve a notice within 30 days of the Quarter Date following
            the Disqualifying Date to terminate the Agreement, in accordance
            with Clause 1.2, except that the Agreement will terminate 24 months
            after the Disqualifying Date unless Clause 4.9(d) applies;

      (d)   if at any time (the "Requalifying Date") the annual Dollar Service
            Fees subsequently increase above the Threshold Level which is then
            current and continuously remain above the current level until the
            second Quarter Date


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            after the Requalifying Date then with effect from that Quarter Date

            (i)   the Discountable Service Fees will be discounted in accordance
                  with this Clause 4, and

            (ii)  the notice of termination under Clause 4.9(c) will be
                  withdrawn;

      (e)   For the purposes of measuring the Dollar Service Fees against the
            Threshold Level under Clauses 4.9(a) and (d). any amounts in
            currencies other than United States dollars will be converted into
            United States dollars using the Conversion Rates used at the
            Commencement Date or the most recent Annual Reassessment Date as
            appropriate.

4.10  As soon as reasonably practicable after each Annual Reassessment Date (or
      Discount Adjustment Date if appropriate), we will provide you with:

      (a)   documentation for information purposes which will reflect the
            monthly Service Fees (before discount) broken down by Site or
            Recipient Location and by Service as at the relevant Annual
            Reassessment Date (or Discount Adjustment Date if appropriate),
            together with a breakdown of the monthly Dollar Service Fees for
            each Site and Recipient Location as at that date;

      (b)   written notification of the Discount Rate applicable for the next
            calendar year (or from 1 July to 31 December if appropriate); and

      (c)   a Schedule D revised to take into account any amendments made in
            accordance with Clause 4.7.

5.    AUTHORISED CANCELLATIONS

5.1   You will be entitled, subject to the provisions of this Clause 5, to an
      annual allowance for reductions in the Service Fees ("Service Fees
      Adjustment Allowance") in the following amount:

      (a)   in the period from the Commencement Date to 31 December in that
            year, an amount equal to 25% of your total annual Dollar Service
            Fees at the Commencement Date. Where the Commencement Date is not 1
            January this amount will be reduced on a pro-rata basis by reference
            to the number of months in that period;

      (b)   in each following calendar year, an amount equal to 25% of your
            total annual Dollar Service Fees calculated as at the Annual
            Reassessment Date in the previous calendar year (subject to any
            revision in accordance with Clause 4.8).


                                       15
<PAGE>   18

5.2   You may at any time cancel any of the Services at any Site and/or reduce
      the number of Interactive Accesses or Slave Displays having access to a
      Datafeed Service at a Site or Recipient Location and the Service Fees
      will be reduced accordingly:

            (i)   on the expiry of a notice given under Clause 5.2(a) for
                  Service Fees other than Access Fees, or

            (ii)  on the commencement of the Quarter Date (or other relevant
                  billing period) following the receipt of the Access
                  Declaration referred to in Clause 5.2(b) for Access Fees, as
                  the case may be,

                  provided that:


      (a)   in the case of cancellation of Services you give us 90 days' notice
            in writing;


      (b)   in the case of any reduction in Interactive Accesses or Slave
            Displays you declare the reduction in the next Access Declaration;

      (c)   you have paid in full all Charges payable in respect of Services
            supplied at or accessed at the relevant Site or Recipient Location
            on the date of such notice or Access Declaration;

      (d)   you will be invoiced for the cancelled Services up to the date upon
            which the cancellation takes effect under Clause 5.2(a); and

      (e)   as at the date of the notice or Access Declaration, the reduction in
            your total annual Dollar Service Fees (based on the monthly Dollar
            Service Fees on that date), when added to the reduction resulting
            from previous cancellations or reductions under this Clause 5.2 in
            the same calendar year. does not exceed your Service Fees Adjustment
            Allowance for that year.

5.3   For the purpose of:

        (a)    calculating the Service Fees Adjustment Allowance the Conversion
               Rates used will be those referred to in Clause 3.3 or 4.3 (as
               appropriate);

        (b)    measuring reductions in the Dollar Service Fees against the
               Service Fees Adjustment Allowance under Clause 5.2(e), the
               Conversion Rates used will be those which were used in accordance
               with Clause 5.3(a) to establish the relevant Service Fees
               Adjustment Allowance.

5.4   The provisions of paragraphs 2.2.3(b), (C) and (d) of the Reuters Business
      Principles relating to the "Access Fee Adjustment Allowance" (as defined
      in the Reuters Business Principles), do not apply in respect of your Sites
      and Recipient Locations or


                                       16
<PAGE>   19

      those of your Subsidiaries, as they are superseded by the provisions of
      this Contract relating to the Service Fees Adjustment Allowance. Paragraph
      2.2.3(b) of the Reuters Business Principles is replaced by Clause 3.7 of
      this Contract.

5.5   For the purpose of measuring reductions in the total annual Dollar Service
      Fees against the Service Fees Adjustment Allowance under Clause 5.2(e):

      (a)   any reductions in the Service Fees resulting from cancellations of
            Services or reductions in Interactive Accesses or Slave Displays
            will be offset by any previous increases in the Service Fees in the
            same calendar year resulting from any additional Services or
            additional Interactive Accesses or Slave Displays;

      (b)   no account will be taken of any reduction in the Service Fees in any
            of the following circumstances:

            (i)   your cancellation of a Service as a result of our decision to
                  exclude that Service from the Agreement under Clause 2.3;

            (ii)  your cancellation of a Service or reduction of an access
                  following an increase of the Service Fees above the Agreed
                  Level under Clause 3.11;

            (iii) your cancellation of a Service which ceases to be discountable
                  under Clause 4.1(d);

            (iv)  your cancellation of a specialist data Service or a Test
                  Product;

            (v)   a Site becoming an ex-Site where we continue to supply
                  services to the ex-Site subject to the conditions set out in
                  Clause 6.8;

            (vi)  where you cancel a Service for our material breach under
                  Clause 7.1;

            (vii) our withdrawal of a Service under Clause 7.6;

            (viii) our cancellation under Clause 7.7 of a Service due to
                  modification, termination or breach of a third party agreement
                  or due to some illegality;

            (ix)  cancellation of a Service by either of us for force majeure
                  under Clause 11.6;

            (x)   your cancellation of a Service under Clause 12.4(b) following
                  our


                                       17
<PAGE>   20

                  amendment of the Reuters Business Principles;

            (xi)  your cancellation of "Remote Access", as defined in paragraph
                  2.5.1(d) and in accordance with paragraph 2.5.3 of the Reuters
                  Business Principles,

            (xii) our removal of Materials under paragraph 4.1.7(b) of the
                  Reuters Business Principles following a third party claim of
                  infringement of intellectual property right;

            (xiii) your cancellation of "RMM" or "RMV", as referred to in
                  paragraph 6.9 and in accordance with paragraph 6.9.6 of the
                  Reuters Business Principles;

            (xiv) your cancellation of "LXT", as referred to in paragraph A.4
                  and in accordance with paragraph A.4.2 of the Reuters Business
                  Principles.

5.6   We will notify you in writing where the Service Fees for any Service not
      previously supplied under the Agreement will not be taken into account for
      the calculation of the Service Fees Adjustment Allowance.

5.7   As soon as reasonably practicable after each Annual Reassessment Date we
      will notify you in writing of the Service Fees Adjustment Allowance
      applicable for the following calendar year.

6.    ADDITIONS AND DELETIONS OF SITES AND RECIPIENT LOCATIONS

6.1   If at any time after the Commencement Date:

      (a)   another Company receiving our services becomes your Subsidiary or

      (b)   you wish to include in the Agreement any of your offices or offices
            of Subsidiaries not then receiving Services under the Agreement,

      we will supply the Services to the relevant office(s) in accordance with
      the Agreement if the conditions set out in Clause 6.2 are satisfied.

6.2   The conditions referred to in Clause 6.1 are:

      (a)   receipt by us of written confirmation that the office seeking
            inclusion is your office or that of a Subsidiary;

      (b)   where we do not already offer the relevant services in the proposed
            location,


                                       18
<PAGE>   21

            you agree that we may decline to supply the Services to that
            location where, in our reasonable opinion, installation and supply
            of such services would require an unacceptable usage of our
            technical resources.

6.3   The Services will be supplied to the new Site or Recipient Location under
      the Agreement and we will apply the discount to the Discountable Service
      Fees and invoice the Service Fees with effect from the date on which the
      conditions set out in Clause 6.2 are satisfied.

6.4   The Service Fees for the new Site or Recipient Location will be taken into
      account in our recalculation of your Discount Rate on the first Annual
      Reassessment Date or Discount Adjustment Date following the date referred
      to in Clause 6.3.

6.5   You will notify us in advance and as soon as practicable if any Company
      receiving the Service under the Agreement ceases to be a Subsidiary of
      yours, or if any one of the locations listed in Schedule B ceases to be a
      Site or Recipient Location controlled by you or any of your Subsidiaries
      (an "ex-Site").

6.6   In the case of a disposal of an ex-Site to a third party we recognise the
      potential sensitivity of the information referred to in Clause 6.5 and you
      will notify us as soon as practicable after signature of the agreement to
      dispose of the ex-Site, or (if it is legally necessary to announce
      publicly the transaction) after public announcement of such a transaction
      (whichever is the earlier). Where there is a delay between signature of
      the agreement and completion of the transaction, you will keep us informed
      of the intended completion date for such transaction, any changes to such
      intended date, and the actual completion date.

6.7   You will remain responsible for all amounts owing under the Agreement in
      respect of the relevant ex-Site until the relevant Services are no longer
      supplied to the ex-Site under the Agreement.

6.8   (a)   Subject to Clause 6.8(b), where a Site becomes an ex-Site this will
            be treated as a cancellation of the relevant Services, and the
            Service Fees will be reduced accordingly.

      (b)   If we continue to provide the relevant ex-Site with services without
            any interruption, the cancellation will only be taken into account
            for the purpose of measuring it against the Service Fees Adjustment
            Allowance to the extent that the United States Dollars service fee
            value of these services (at the then current list prices) is less
            than the Dollar Service Fees for the Services deemed to be cancelled
            under this Clause 6.8 (using Conversion Rates as at


                                       19
<PAGE>   22

            the Commencement Date or the last Annual Reassessment Date,
            whichever is later.

6.9   We will re-issue by 15 August in each year an updated Schedule B listing
      all the Sites and Recipient Locations including all new Sites and
      Recipient Locations and excluding all ex-Sites, according to the
      information available to us, and you will confirm in writing within 30
      days that the contents of the updated Schedule B are complete and correct
      and that all the Companies listed on such Schedule are your Subsidiaries.

7.    TERMINATION AND OTHER REMEDIES

7.1   Subject to Clause 7.4, if either of us is in breach of any of its material
      obligations under the Agreement and fails to remedy such breach (if
      capable of remedy) within 30 days of a request in writing to do so (or in
      the case of Clause 3.10, 30 days after your receipt of an overdue notice
      from us), the other party may terminate the affected Service(s) at the
      relevant Site.

7.2   Either of us may terminate the Agreement immediately and without notice
      if:

      (a)   the other enters into a composition with its creditors;

      (b)   an order is made for the winding up of the other;

      (c)   an effective resolution is passed for the winding up of the other
            (except for the purposes of amalgamation or reconstruction on terms
            approved by the first party (such approval not to be unreasonably
            withheld));

      (d)   the other has a receiver, manager, administrative receiver or
            administrator appointed in respect of it; or

      (e)   the other has suffered any other similar insolvency or bankruptcy
            event under applicable local law.

7.3   If you are a partnership. we may terminate the Agreement immediately and
      without notice in the event that any partner within your partnership
      suffers an act of bankruptcy or has a petition or receiving order in
      bankruptcy or any equivalent or analogous proceedings, presented or made
      against him or her under any applicable law.

7.4   In addition to any other remedies to which we may be entitled, a breach by
      you of paragraph 2.2 of the Reuters Business Principles, or of your
      obligations under any licence of Software in the Agreement (a "Software
      Licence Breach"), will entitle us to


                                       20
<PAGE>   23

      the following rights:

      (a)   we will notify you in writing of such a breach. In the event that
            you are unable to establish to our reasonable satisfaction that you
            have successfully stopped the breach at the relevant Site(s) or
            Recipient Location(s) (the "Location in Breach") within

            (i)   30 days of such notice in the case of a breach of paragraph
                  2.2 of the Reuters Business Principles, and

            (ii)  72 hours of such notice in the case of a Software Licence
                  Breach, Clause 7.4(b) will apply;

      (b)   we may cancel by notice in writing with immediate effect the
            affected Service(s) or any part of such Service(s) at such Sites or
            Recipient Locations as we may deem necessary to ensure that no such
            further breaches occur at the Location in Breach. In particular:

            (i)   in the case of a breach of paragraph 2.2 of the Reuters
                  Business Principles dealing with redistribution of
                  Information, we may stop delivering the affected Service(s) or
                  part of the Service(s) to the Site lawfully redistributing the
                  same to the Location in Breach, where you have exercised your
                  right to redistribute Datafeed Services under paragraph 2.2.3
                  of the Reuters Business Principles; and

            (ii)  in the case of a Software Licence Breach, we may withdraw the
                  affected licence and cancel the affected Service(s) or part of
                  the Service(s) at the Location in Breach; and

      (c)   whether or not you have successfully stopped the breach of paragraph
            2.2 of the Reuters Business Principles or the Software Licence
            Breach, as the case may be, within the notice periods set out in
            Clause 7.4(a), we will have the right to terminate the whole
            Agreement on 30 days' notice in writing where there have been three
            or more such breaches within any twelve month period.

7.5   In addition to the above, if you materially breach the Agreement, we may
      immediately suspend the Services in whole or in part at the relevant
      Site(s) without penalty until the breach is remedied.

7.6   We may on 6 months' notice in writing cease providing any Service at any
      Site if we


                                       21
<PAGE>   24

      withdraw such Service from all our clients in the country where such Site
      is located. The Agreement will continue in respect of all Services not
      withdrawn.

7.7   We may cancel a Service or a part of a Service, as the case may be, by
      notice in writing if the provision of all or part of that Service:

      (a)   depends on an agreement between the Reuters Group and a third party.
            and such agreement is modified or terminated for any reason or
            breached by the third party and as a result we are unable to
            continue to provide all or part of that Service upon terms
            reasonably acceptable to us; or

      (b)   becomes illegal or contrary to any rule, regulation, guideline or
            request of any exchange or regulatory authority.

7.8   The following will continue to apply after termination of the Agreement,
      or termination or cancellation of the Services at a particular Site:

      (a)   all disclaimers, indemnities and restrictions relating to the
            Services;

      (b)   our rights of access to the Sites or Recipient Locations to remove
            the Materials, and to confirm deletion of any Software or
            Information at the relevant Site(s) (unless both of us agree
            otherwise);

      (c)   the confidentiality undertaking in Clause 10.

8.    UNAUTHORISED CANCELLATION AND TERMINATION - CONSEQUENCES

8.1   Subject to any other terms imposing additional liability, where you
      purport to cancel a Service on less than 90 days' prior notice in writing
      in breach of Clause 5.2(a), we will invoice you and you will pay the
      Service Fees payable over the full 90 days.

8.2   Subject to any other terms imposing additional liability, where you
      purport to cancel a Service or reduce the number of Interactive Accesses
      or Slave Displays and such cancellation or reduction has the effect of
      reducing the annual Dollar Service Fees in excess of the Service Fees
      Adjustment Allowance in breach of Clause 5.2(e) (subject always to the
      other provisions of Clause 5), we will invoice you and you will pay the
      Service Fees payable in respect of that Service or those accesses (to the
      extent that they exceed the Service Fees Adjustment Allowance) until the
      earlier of the events described in paragraphs (a) and (b) below:

      (a)   you contract for additional Services or declare additional accesses
            which have a United States Dollars service fee value equal to or in
            excess of the Dollar Service Fees payable for the Services cancelled
            or accesses reduced in excess of the Service Fees Adjustment
            Allowance permitted by Clause


                                       22
<PAGE>   25

            5.2(e) (using the Conversion Rates which were used to establish the
            relevant Service Fees Adjustment Allowance in accordance with Clause
            5.3(a)), or

      (b)   the end of the year in which the cancellation or reduction took
            place (or the end of the cancellation notice period if later),
            provided that the Service Fees Adjustment Allowance for the
            following year is sufficient to cover the cancellation or reduction
            that had been in excess of the previous year's Service Fees
            Adjustment Allowance. The Service Fees Adjustment Allowance in the
            following year will be proportionally reduced to take account of the
            cancellations or reductions which had been in excess of the previous
            year's Service Fees Adjustment Allowance.

      Where the entire Service Fees Adjustment Allowance for the following year
      would not be sufficient to cover the cancellation or reduction, we will be
      entitled to liquidated damages calculated in accordance with Clause 8.4,
      with credit given for Service Fees paid under this Clause 8.2 during the
      year of the cancellation or reduction.

8.3   If we exercise our right to terminate affected Service(s) at a Site for
      your breach under Clauses 7.1 or 7.4, then, in addition to any other
      remedies to which we may be entitled, this termination will be treated as
      a cancellation which will be measured against your Service Fees Adjustment
      Allowance (subject to Clause 5.5(a)), and Clause 8.1, and, where
      appropriate, Clause 8.2, will apply.

8.4   Where you purport to terminate the Agreement on notice, but in breach of
      Clause 1.2, or we terminate the Agreement for your breach in accordance
      with Clause 7.4(c), then, in addition to any other remedies to which we
      may be entitled, we will be entitled to liquidated damages equal to the
      total Dollar Service Fees (as calculated in accordance with Clause 3.3 or
      Clause 4.3) payable from the date of the termination to the expiry of the
      24 months' notice period set out in Clause 1.2 less:

      (a)   a reduction in the Dollar Service Fees which, when added to any
            reduction previously effected in that calendar year in accordance
            with Clause 5.2, will equal the aggregate Service Fees Adjustment
            Allowance over that notice period;

      (b)   your discount over that notice period (as revised in accordance with
            Clause 4.7, but using the current year's discount bands);

      (c)   an amount in respect of benefits to us from saved administration and
            other costs, equal to 30/c per annum of the relevant Dollar Service
            Fees (as reduced under paragraphs (a) and (b) of this Clause 8.4);
            and

      (d)   an amount in respect of accelerated receipt calculated by
            discounting at 5%


                                       23
<PAGE>   26

            per annum the relevant Dollar Service Fees (as reduced under
            paragraphs (a) to (c) of this Clause 8.4).

      We both agree that this constitutes a realistic pre-estimate of our loss
      and is not intended to be a penalty.

8.5   Where you pay liquidated damages in accordance with Clause 8.4 and you
      re-contract for Services within 3 months of the date of termination or
      cancellation, we will give you credit for the resulting mitigation of our
      loss (in such a way as we may both agree in writing).

9.    LIABILITY

9.1   Although we will use all reasonable endeavours to ensure the accuracy and
      reliability of the Services, you accept that neither we nor any member of
      the Reuters Group nor any Information Provider nor any other third party
      supplier will be liable for any loss or damage in connection with the
      provision of or failure to provide the Services, except as set out in this
      Clause 9.

9.2   We accept liability for:

      (a)   death or personal injury caused by our negligence;

      (b)   physical loss or damage to any Site caused by our negligence;

      (c)   any other direct loss or damage caused by our gross negligence or
            wilful misconduct.

      To the extent permitted by law and except for Clause 9.2(a). under no
      circumstances will our liability under the Agreement in respect of any one
      claim exceed the annualised Service Fees at the relevant Site(s) (based on
      the monthly Service Fees at the time the event giving rise to the claim
      took place), regardless of the cause or form of action.

9.3   TO THE EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS
      AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, WARRANTIES OR UNDERTAKINGS,
      WHETHER ORAL OR IN WRITING, IN LAW OR IN FACT, INCLUDING WARRANTIES AS TO
      SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.

9.4   EXCEPT FOR CLAUSE 9.2(a), NEITHER PARTY TO THE AGREEMENT, NOR ANY MEMBER
      OF THE REUTERS GROUP, ANY INFORMATION PROVIDER OR ANY OTHER THIRD PARTY
      SUPPLIER, WILL BE LIABLE TO THE OTHER PARTY TO THE AGREEMENT OR TO ANY
      THIRD PARTY FOR ANY INDIRECT, SPECIAL OR


                                       24
<PAGE>   27

      CONSEQUENTIAL LOSS OR DAMAGE ARISING OUT OF THE AGREEMENT OR THE SERVICES.

9.5   You will indemnify us against any direct loss or damage caused to the
      Materials, except to the extent such loss or damage is caused by our
      negligence or wilful misconduct.

9.6   You will indemnify us against any direct loss, damage or cost in
      connection with any claim or action which may be brought by any third
      party against us relating to any use of or access to the Information
      contributed by you to the Services.

9.7   You will indemnify us for any loss or damage or cost in connection with a
      claim or action resulting from:

      (a)   any failure to supply Access Declarations,

      (b)   any inaccurate Access Declarations, and/or

      (c)   you permitting access or redistributing Information inside or
            outside the Site (including, without limitation, over the public
            internet and/or your intranets) beyond the rights which we have
            specifically granted to you in the Reuters Business Principles.

9.8   You agree that this Clause 9 is enforceable by and for the benefit of
      members of the Reuters Group, Information Providers and other third party
      suppliers.

9.9   Nothing in this Agreement is intended to affect your statutory rights in
      Australia such as those in the Trade Practices Act 1974.

10.   CONFIDENTIALITY

10.1  Each of us acknowledges that information of a confidential nature relating
      to the business of the other may be disclosed to it or otherwise come to
      its attention. Each of us undertakes to hold such information in
      confidence and not, without the consent of the other, to disclose it to
      any third party nor to use it for any purpose other than in the
      performance of the Agreement.

10.2  This obligation of confidentiality will not apply to information that:

      (a)   is generally available to the public through no act or omission of
            the receiving party, or

      (b)   becomes known to the receiving party through a third party without
            breaching any obligation of confidentiality, or


                                       25
<PAGE>   28

      (c)   is developed by the receiving party independently of the disclosing
            party without use of the Confidential Information.

      The obligation of confidentiality also will not apply to information that
      is required to be disclosed by law, court order or request by any
      government or regulatory authority, provided that, prior to complying with
      any such request, the receiving party will (1) use reasonable efforts to
      give the disclosing party prompt notice of such request so that it may
      seek an appropriate protective order or other remedy and (2) consult with
      the disclosing party as to the advisability of taking legally available
      steps to resist or narrow such a request. The receiving party will
      cooperate fully with the disclosing party in obtaining such an order or
      other remedy. If in the absence of an appropriate protective order or
      other remedy the receiving party is nonetheless legally required to
      disclose the information, the receiving party may make such disclosure
      without liability under the Agreement provided that the receiving party
      uses reasonable efforts to give the disclosing party written notice of the
      information to be disclosed as far in advance of its disclosure as is
      practicable and, upon the disclosing party's request and at its expense,
      shall use reasonable efforts to obtain reasonable assurances that
      confidential treatment will be accorded such information.

10.3  This undertaking will be binding for as long as such information retains
      commercial value.

10.4  Each of us agrees that the obligation of confidentiality contained in
      Clause 10.1 also applies to

            (i)   the terms of the Agreement (as amended from time to time), and

            (ii)  our discussions relating to any amendments to the Agreement
                  and to any new agreement replacing the Agreement.

      In addition, no public announcement, press release, communication or
      circular (other than to the extent required by law or regulation)
      concerning the Agreement will be made or sent by either of us without the
      prior consent of the other. This consent will not be unreasonably
      withheld.

11.   GENERAL

11.1  (a)   Subject to Clauses 11.1(c) and (d) all notices will be sent by
            registered mail or facsimile transmission or delivered in person to
            the addresses specified in the Contract or such other address as may
            be notified for the purposes of this Clause.


                                       26
<PAGE>   29

      (b)   Notices will be deemed to be received 5 business days after being
            sent or on proof of delivery whichever is the earlier.

      (c)   We may send to the relevant Sites or Recipient Locations any notices
            under Clause 3.11 and any notices referred to in the Reuters
            Business Principles with a copy to the main contact and Office of
            the General Counsel. as follows:

                  (MAIN CONTACT AND GC DETAILS TO BE PROVIDED]

      (d)   We may electronically send you any notice referred to in Clauses
            12.4(a) and (d) and in the Reuters Business Principles.

11.2  Subject to our rights under Clauses 2.6, 2.7 and 2.8, neither of us may
      assign its rights or duties under the Agreement without the prior written
      consent of the other.

11.3  The Agreement will be governed by and construed in accordance with English
      Law. Both of us submit to the non-exclusive jurisdiction of the English
      Courts for the resolution of any dispute which may arise between you and
      us. No translation of the Agreement out of the English language will have
      any legal validity.

11.4  If any term of the Agreement that is not fundamental is found to be
      illegal or unenforceable, this will not affect the validity or
      enforceability of the remainder of the Agreement.

11.5  If either of us delays or fails to exercise any right or remedy under the
      Agreement. that party will not have waived that right or remedy.

11.6  Neither of us will be held liable for any loss or failure to perform any
      obligation (other than a payment obligation where you are still receiving
      all or part of the Services), due to circumstances beyond its reasonable
      control. Should such circumstances continue for more than 3 months, either
      of us may cancel any affected Service immediately by notice in writing
      without penalty.

11.7  You agree that we, certain Information Providers and our agents will be
      entitled to have access to the Sites and Recipient Locations upon
      reasonable notice, during business hours and so as not to unduly interfere
      with your business, to verify your compliance with the Agreement. During
      the verification, we and our agents will comply with your reasonable
      requirements relating to security and confidentiality, including your
      having an appropriate level employee present during such verification on
      the relevant Sites and/or Recipient Locations.

11.8  Your personnel will accompany our personnel while entering and leaving any
      of the


                                       27
<PAGE>   30

      Sites or Recipient Locations for any purpose connected with the Agreement.
      You will take use the same precautions for our personnel as for your
      personnel to ensure the health and safety of our personnel whilst at such
      locations.

11.9  If there is any conflict between the terms of the Contract and the terms
      of the Reuters Business Principles, the terms of the Contract will
      prevail.

12.   ENTIRE AGREEMENT - REUTERS BUSINESS PRINCIPLES

12.1  You acknowledge and agree that:

      (a)   you have been provided with a copy of the Reuters Business
            Principles:

      (b)   you have read the Reuters Business Principles and agree with its
            contents to the extent that they apply to the Services; and

      (c)   the Reuters Business Principles (to the extent that they apply to
            the Services and that provisions of the Reuters Business Principles
            are not specifically excluded and/or amended in this Contract) and
            any Order Form form an integral part of the Agreement.

12.2  This Agreement replaces from the Commencement Date (or, for the purposes
      of Clause 6.3, from the later date on which the Services are first made
      available to you under the Agreement at the new Site) any previous
      agreement(s) between you and us in respect of the supply by us of services
      at the Sites, to the extent that such services are eligible for inclusion
      into the Agreement. You will pay any amounts outstanding under such
      agreement(s) in respect of such services or the due proportion of any
      service fees to the Commencement Date (or such later date referred to
      above). We will refund or credit you any service fees or the due
      proportion of any such service fees paid in advance under such
      agreement(s) for such services in respect of any period from the
      Commencement Date (or such later date referred to above).

12.3  The Agreement contains our and your entire understanding regarding its
      subject matter. In entering into the Agreement, you have not relied upon
      any warranty or representation (except in the case of fraud) made by us
      other than those set out in the Agreement.

12.4  (a)   In order to take account of new policies or changes to existing
            policies, in both cases solely within our control, we may once a
            year amend the Reuters Business Principles by giving you 3 months'
            notice in writing no later than 1 October. Where such new policies
            or changes are not within our sole control we may amend the Reuters
            Business Principles at any time by giving you 3 months' notice in
            writing Subject to Clause 12.4(b), the amended Reuters


                                       28
<PAGE>   31

            Business Principles will take effect at the end of such notice
            period, unless we both agree in writing to changes to such
            amendments.

      (b)   If you can show that any of our amendments to the Reuters Business
            Principles will result in an increase in your costs of receiving the
            Services in excess of the Agreed Level or in a material reduction of
            your rights to use the Information, you may cancel the Service
            affected without penalty.

      (c)   If you choose to exercise the above right to cancel, you must give
            us notice in writing within 30 days of the date of our notice
            referred to in Clause 124(a) and the Service will be cancelled from
            the date on which the amended Reuters Business Principles come into
            effect.

      (d)   In the case of new Services requiring specific provisions, we will
            notify you of the necessary amendments to the Reuters Business
            Principles which will take effect immediately upon you ordering such
            Services, to the extent that they apply only to these new Services,
            unless agreed otherwise in writing between us.

12.5  Except as set out in Clause 12.4, and subject to Clause 2.7, the Agreement
      may only be varied by an amendment signed by both of us.

12.6  A person who is not a party to this Agreement shall have no right under
      the Contracts (Rights of Third Parties) Act 1999 to enforce any of its
      terms.


                                       29
<PAGE>   32

AS WITNESS the hands of the duly authorised representatives of the parties
hereto.

SIGNED
for and on behalf of
INSTINET GLOBAL HOLDINGS, INC.


                                      /s/ John Oddie
                                      ------------------------------------------

                                      Name: John Oddie
                                            ------------------------------------
                                      Title: CEO of Global Equities
                                             -----------------------------------
                                      Date: 12/26/00
                                            ------------------------------------

SIGNED
for and on behalf of
REUTERS LIMITED


                                      /s/ H. Wenzel
                                      ------------------------------------------
                                      Name: H. Wenzel
                                            ------------------------------------
                                      Title: Dir. Contract Mgt - Global Accounts
                                             -----------------------------------
                                      Date: 22/1/2001
                                            ------------------------------------