Exhibit 10.4

                  SOFTWARE LICENSE AND SERVICES AGREEMENT


This Software License and Services Agreement (the "Agreement") is between
Oracle Corporation, a Delaware corporation with its principal place of
business at 500 Oracle Parkway, Redwood City, California 94065 ("Oracle")
and The Nasdaq Stock Market, Inc., a Delaware corporation (hereinafter
"Client"), which is a wholly owned subsidiary of the National Association
of Securities Dealers, Inc. (a Securities Self-Regulatory Organization,
registered with the United States Securities and Exchange Commission and
subject to the Securities and Exchange Act of 1934 (NASD)), with its
principal place of business at 1735 K Street, N.W., Washington, D.C. 20006.
The terms of this Agreement shall apply to each Program license granted,
and to all services provided under this Agreement and any Order Form placed
under this Agreement. When completed and executed by both parties, an Order
Form shall evidence the Program licenses granted and the services that are
to be provided by Oracle.


This Agreement is being signed by The Nasdaq Stock Market, Inc. The Nasdaq
Stock Market, Inc., the National Association of Securities Dealers, Inc.,
Nasdaq International, Ltd., Securities Dealers Insurance Company, Ltd.,
National Clearing Corporation, and any majority owned subsidiary of Client
or the NASD (i.e. a subsidiary in which Client or NASD owns, directly or
indirectly, more than fifty percent of the voting stock) in existence as of
the Effective Date of this Agreement (each hereinafter referred to as a
"Client Entity") may acquire a Program license(s) and/or service(s) as a
Client in accordance with the terms and conditions of this Agreement, for
installation in the United States or the United Kingdom as applicable,
provided that the Client Entity agrees in writing to be bound by the terms
of this Agreement and the applicable Order Form. By placing an Order Form
under this Agreement for a Program license(s) and/or service(s) the Client
Entity agrees that the Program license(s) and service(s) is subject to this
Agreement and the relevant Order Form and that the Client Entity shall
perform its obligations in accordance with the terms of this Agreement and
the relevant Order Form. Any United States or United Kingdom majority owned
subsidiary of Client or NASD (i.e. a subsidiary in which Client or NASD
owns, directly or indirectly, fifty percent) and any joint venture of
Client or NASD (i.e. a United States or United Kingdom joint venture fifty
percent of which is owned, directly or indirectly, by Client or NASD) may
be added to the Client Entities specified in this paragraph upon prior
written notice to Oracle provided that the subsidiary or joint venture is
not a competitor of Oracle in the areas of the Programs and associated
technical support services, however a subsidiary or joint venture which is
a competitor may be added to the Client Entities with Oracle's prior
written consent which consent will not be unreasonably withheld. If a
Client Entity's name is changed and/or a Client Entity is merged with
another Client Entity, and the name change or merger does not include a
merger with any other entity, then the renamed Client Entity and/or
survivor of the merged Client Entities shall be deemed to be a Client
Entity under this Agreement.

 I.      DEFINITIONS

1.1.     "Program" or "Programs" shall mean the computer software in object
         code form owned or distributed by Oracle for which Client is
         granted a license under this Agreement; the user guides and
         manuals for use of the software ("Documentation"); and Updates.

1.2.     "Order Form" shall mean Oracle's standard form for ordering
         Program licenses and services. When placing orders under this
         Agreement, Client shall reference the Oracle Agreement number
         above and the Effective Date of this Agreement.

1.3      "Price List" shall mean Oracle's standard commercial fee schedule
         that is in effect when a Program license or any other products or
         services are ordered by Client.

1.4      "Designated System" shall mean the computer hardware and operating
         system designated on the relevant Order Form or as set forth in
         the relevant business arrangement on the Order Form.

1.5      "Supported Program License" shall mean a Program license for which
         Client has ordered Technical Support for the relevant time period.
         "Technical Support" shall mean Program support as provided under
         Oracle's policies in effect on the date Technical Support is
         ordered, but in any event in accordance with this Agreement.

1.6      "Commencement Date" shall mean the date on which the Programs are
         delivered to Client, or if no delivery is necessary, the Effective
         Date set forth on the relevant Order Form.

1.7      "Update(s)" shall mean subsequent releases of the Programs which
         are generally made available for Supported Program Licenses at no
         additional charge, other than media and handling charges. Updates
         shall not include any options or future products which Oracle
         licenses separately.

1.8      USER
A.       "User", unless otherwise specified in the Order Form, shall mean a
         specific individual employed by Client who is authorized by Client
         to use the Programs licensed on the Designated System, regardless
         of whether the individual is actively using the Programs at any
         given time.

B.       Notwithstanding the preceding Paragraph, Client may train or
         authorize an individual, in addition to one employed by Client,
         to use the Programs licensed by Client subject to the following
         conditions:

               (i) the individual is either: (a) an employee of a Client
               Entity ("Entity Employee"); (b) furnished by a third party,
               who is not a competitor (i.e. each of the following
               companies, any subsidiary or affiliate of any of the
               companies, and any joint venture in which any of the
               companies is a participant is a competitor: Sybase,
               Informix, Ingres/ASK, and other direct RDBMS competitors
               (except Unisys) and GAIN Inc.) of Oracle, under contract to
               perform computer programming or data processing services for
               Client or a Client Entity ("Agent Individual"). Client shall
               have a sixty (60) day grace period from the Effective Date
               of this Agreement to determine if any of its third parties
               are competitors; or (c) a person authorized by a third party
               under contract to receive services from Client or a Client
               Entity ("Subscriber Designee");

               (ii) the individual uses the Programs in accordance with
               this Agreement and the applicable Order Form as further
               limited by this Paragraph B.;

               (iii) use of the Programs by: (a) an Entity Employee is
               solely for Client's own internal data processing; (b) an
               Agent Individual is solely to develop applications and
               process data for Client's own internal data processing; and
               (c) a Subscriber Designee is through a front end application
               furnished by a Client Entity via remote communications
               access and solely to read and input data into a Client
               Entity's database in the ordinary course of the services
               received from a Client Entity and neither the third party
               nor the Subscriber Designee can copy, download, or transfer
               the Programs;

               (iv) Client remains the licensee of the Programs and the
               Programs are only installed on the Designated System (or
               "Hardware" if so defined in the applicable Order Form) and
               at Client's location (and such other Client or Client Entity
               location, if any, stated in the applicable Order Form);

               (v) the individuals are deemed, for the purposes of this
               Paragraph B., to be employees of Client when using the
               Programs;

               (vi) each individual is counted as a User as defined herein
               (or as defined in the applicable Order Form if User is
               defined differently therein) and is subject to the
               limitations, if any, regarding the number of Users in the
               applicable Order Form;

               (vii) the Client Entity and third party shall protect
               Oracle's rights in the Programs and Confidential Information
               in accordance with this Agreement. If a Client Entity or a
               third party fails to do so then Client shall terminate use
               of the Programs by any Client Entity (including Entity
               Employees) or third party (including Agent Individuals
               and/or Subscriber Designees) who fails to do so or who fails
               to use the Programs in accordance with this Paragraph 1.8 B.
               Cure of such failure shall be in accordance with Paragraph
               4.3. Oracle will provide reasonable assistance to Client for
               the enforcement of Oracle's rights in the Programs and
               Confidential Information;

               (viii) the Client Entity and third party have agreed, in a
               written agreement with Client (as to a third party the
               written agreement may be with a Client Entity), to terms
               substantially equivalent to those in items (i) through (vii)
               of this Paragraph B.; and

               (ix) Client shall indemnify and hold Oracle harmless from
               breach of this Agreement and/or the applicable Order Form
               whether by a Client Entity or Entity Employee. Client shall
               indemnify and hold Oracle harmless from breach of this
               Agreement and/or the applicable Order Form whether by a
               third party, as defined in (i) (c) of this Paragraph 1.8 B,
               or a Subscriber Designee if there is not an agreement with
               such third party which complies with (viii) of this
               Paragraph 1.8 B, or Client or a Client Entity fails to
               terminate such third party's and the Subscriber Designee's
               use of and access to the Programs in accordance with (vii)
               of this Paragraph 1.8 B. Client and Client Entities shall
               use reasonable security measures to prevent third parties
               and Agent Individuals from violating the provisions of this
               Paragraph 1.8 B.

C.       Client may temporarily relocate the Programs licensed pursuant to
         this Agreement for installation on the Designated System to a CPU
         of the same operating system as the Designated System ("Temporary
         CPU"), which is owned or under the sole control of a third party,
         under contract to perform computer programming services for Client
         or a Client Entity, and located at the third party's address in
         the United States ("Agent"), provided that:

         (i)  Client remains the licensee of the Programs;

         (ii) Prior to installing the Programs on the Temporary CPU, Client
         and the Agent enter into a written agreement which: (a) restricts
         the Agent's use of the Program(s) in accordance with this
         Paragraph C. and Paragraph 1.8 B. above; (b) does not include
         warranties, express or implied, made on behalf of Oracle or with
         respect to Oracle products; (c) prohibits transfer or duplication
         of


the any Program(s), except for backup or archival copies to provide the
services to Client; (d) prohibits causing or permitting the reverse
engineering, disassembly or decompilation of the Program(s); (e) states
that all rights, title, and interest in the Program(s) shall at all times
remain the property of Oracle or Oracle's licensor; (e) disclaims Oracle's
liability, whether direct, indirect, incidental, special, or consequential
arising from the use of the Program(s); (f) requires the Agent to protect
Oracle's rights and interests in the Program(s) and Confidential
Information in accordance with this Agreement; and which (g) specifies
Oracle as a third party beneficiary of said agreement for the purposes of
enforcing the provisions of this Paragraph C.;

         (iii) The Agent uses the Program(s) in accordance with this
               Agreement and the applicable Order Form as further limited
               by this Paragraph C. and Paragraph 1.8 B. above and not for
               any other purposes. Access to the Program(s) is limited to
               those individuals who are performing computer programming or
               data processing services for Client or a Client Entity;

         (iv)  The Programs may be installed and operated on both
               Client's Designated System and the Agent's Temporary CPU for
               a period of fifteen (15) days ("Switch-over Period") to
               facilitate relocation to the Temporary CPU. Client shall
               discontinue use of the Programs on the Designated System
               located at Client's site upon expiration of the Switch-over
               Period. Notwithstanding the preceding sentence and after
               expiration of the Switch-over Period, Client may continue to
               maintain a backup or archival copy(ies) of the Program(s)
               while the Programs are installed and used on the Temporary
               CPU, provided that the Program(s) are not installed or used
               by Client on the Designated System during the period the
               Programs are installed or used on the Temporary CPU. (Note -
               If an Order Form contains a fixing date and the number of
               computers is not limited, then this subparagraph (iv) shall
               not apply until the fixing date.);

         (v)   The Agent discontinues use of the Program(s) immediately upon
               the termination or expiration of: (a) its agreement with
               Client; (b) the Order Form or the Program licenses; or (c)
               this Agreement and promptly returns the Program(s), and any
               copy thereof, to Client in accordance with Paragraph 4.5 of
               this Agreement. Client shall use reasonable means available,
               both contractual and technical, to ensure that each
               Program(s) supplied to the Agent is installed, used, and
               protected in accordance with the provisions of this
               Paragraph C. If the Agent fails to comply with the
               provisions of this Paragraph C., Client shall immediately
               notify the Agent and Oracle of same. If the Agent fails to
               promptly correct the noncompliance following such
               notification Client shall terminate the Agent's right to use
               the Program(s);

         (vi)  ORACLE MAKES NO REPRESENTATIONS NOR EXTENDS ANY
               WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
               INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
               FITNESS FOR A PARTICULAR PURPOSE, NOR ASSUMES ANY
               OBLIGATIONS OR RESPONSIBILITIES WHATSOEVER WITH RESPECT
               TO PERFORMANCE OF THE PROGRAM(S) WHICH ARE INSTALLED ON
               THE TEMPORARY CPU AND/OR USED BY THE AGENT.
               Notwithstanding anything to the contrary in the preceding
               sentence, the parties agree that the warranty between
               Oracle and Client shall remain as stated in this
               Agreement; AND

         (vii) IN NO EVENT SHALL ORACLE BE LIABLE FOR ANY DIRECT,
               INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,
               INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE INCURRED
               BY CLIENT OR ANY THIRD PARTY, WHETHER IN AN ACTION IN
               CONTRACT OR TORT, ARISING EITHER DIRECTLY OR INDIRECTLY
               FROM AN AGENT'S USE OF THE PROGRAM(S), EVEN IF ORACLE OR
               ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF
               SUCH DAMAGES. Notwithstanding anything to the contrary in
               the preceding sentence, the parties agree that
               Infringement Indemnity in Paragraph 5.1 shall remain as
               stated in this Agreement.

1.9 "Oracle Application Programs" shall be Programs designated as
application software by Oracle.

1.10 "Limited Production Programs" shall be Programs not specified on the
Price List or specified as Limited Production, Tier 3 or with special
restrictions on the Price List.


II.  PROGRAM LICENSE

2.1  Rights Granted

     A.   Oracle grants to Client a nonexclusive license to use the Programs
          Client obtains under this Agreement, as follows:


               i.  to use the Programs solely for Client's own internal
                   data processing operations on the Designated System or
                   on a backup system if the Designated System is
                   inoperative or on a hot-site backup system operated by a
                   Client Entity, up to any applicable maximum number of
                   designated Users (if any User limitation applies).
                   Client may not use the Programs for third-party
                   training, commercial time-sharing, rental, or service
                   bureau use. Notwithstanding the prohibition against use
                   of the Programs for "third party training" and "service
                   bureau" activities, "Client's own internal data
                   processing" shall: (a) not prohibit use of the Programs
                   by a Client Entity Employee, Agent Individual, or
                   Subscriber Designee under Paragraphs 1.8 B and C above;
                   (b) include the internal business data of Client or a
                   Client Entity or data, received from a third party by
                   Client or a Client Entity, that is related to entities
                   regulated by the Client Entities, issuers, issues,
                   markets (e.g. financial, commodity, or barter but not
                   wholesale or retail stores), financial instruments,
                   professional testing, identification or verification
                   products, insurance, and news referring to or related to
                   the above, including those markets operated and
                   regulated by a Client Entity; and (c) not prohibit
                   training of Client Entity Employee, Agent Individual, or
                   Subscriber Designee Users;

              ii.  to use the Documentation provided with the Programs in
                   support of Client's authorized use of the Programs;

             iii.  to copy the Programs for archival or backup purposes;
                   no other copies shall be made without Oracle's prior
                   written consent. All titles, trademarks, copyright and
                   restricted notices shall be reproduced in such copies.
                   All archival and backup copies of the Programs are
                   governed by the terms of this Agreement; and

              iv.  to modify the Programs, or combine them with other
                   software products. The Programs or such portions thereof
                   included in such software products shall remain the
                   property of Oracle and shall be governed by the terms of
                   this Agreement. A software application developed by
                   Client or a Client Entity or by an Agent (other than
                   Oracle) for Client or a Client Entity, using a
                   Program(s) that is licensed by Oracle to provide a
                   licensee with a programming language for the development
                   of software applications, will be the property of Client
                   except for any Program code and/or works derivative, if
                   any, of any Program contained in such software
                   application. Ownership of a software application, other
                   than a Program, developed by Oracle for Client or a
                   Client Entity will be determined in the Services
                   Agreement.

                         Client shall not copy or use the Programs (including
               the Documentation) except as otherwise specified in this
               Agreement.

     B.   Client agrees not to cause or permit the reverse engineering,
          disassembly, or decompilation of the Programs.

     C.   Oracle shall retain all title, copyright, and other proprietary
          rights in the Programs and all modifications, enhancements, and
          other works derivative of the Programs. A software application
          developed by Client or a Client Entity or by an Agent (other than
          Oracle) for a Client or a Client Entity, using a Program(s) that
          is licensed by Oracle to provide a licensee with a programming
          language for the development of software applications, will be
          the property of Client except for any Program code and/or works
          derivative, if any, of any Program contained in such software
          application. Ownership of a software application, other than a
          Program, developed by Oracle for Client or a Client Entity will
          be determined in the Services Agreement. Client does not acquire
          any rights, express or implied, in the Programs, other than those
          specified in this Agreement.

     D.   The Programs are not intended for use in any nuclear, aviation,
          mass transit, medical, or other inherently dangerous
          applications. It shall be Client's responsibility to take all
          appropriate measures to ensure the safe use of such applications
          if the Programs are used for such purposes, and Oracle disclaims
          liability for any damages caused by such use of the Programs.

     E.   Other Oracle Programs may be embedded in or delivered with Oracle
          Programs licensed under this Agreement. Client shall be limited
          to use of Oracle Programs licensed under this Agreement. Client's
          right to use any Oracle Programs embedded within or delivered
          with or as part of an Oracle Application Program shall be limited
          to use necessary to implement the Oracle Application Program;
          Client shall have no right to use such Programs outside the scope
          of the Oracle Application Program, including development or any
          other uses.

2.2 Acceptance of Program

A.   For each Program License for which delivery is required under this
     Agreement, Client shall have a 15 day Acceptance Period, beginning on
     the Commencement Date, in which to evaluate the Program. During the
     Acceptance Period, Client may cancel the license by giving written
     notice to Oracle and returning the Program in accordance with
     Paragraph 4.5 below. Unless such cancellation notice is given, the
     license will be deemed to have been accepted by Client at the end of
     the Acceptance Period. If Client is granted a right to copy license
     and no delivery is necessary, subsequent copies shall be deemed
     accepted upon acceptance of the master copy.

B.   Notwithstanding the foregoing, Client may license a Program(s) at no
     charge under a Trial License Agreement prior to ordering such
     Program(s) under this Agreement. If a license for the Program(s) is
     subsequently purchased by Client there shall be no Acceptance Period
     under Paragraph 2.2 A. above for the Program.

2.3 Transfer and Assignment

     A.   Within the United States, a Program license may be transferred to
          another computer system of like configuration (same model and
          operating system), or the Designated System may be transferred to
          another location within Client's organization, upon written
          notice to Oracle. All other transfers, including transfer of a
          Program license outside the United States, shall be permitted
          only with Oracle's prior written consent, which consent shall not
          be unreasonably withheld, and shall be subject to a transfer fee,
          if any, as specified in Oracle's Price List and policies in
          effect at the time of the transfer.

     B.   The rights granted herein are restricted for use solely by
          Client, except as provided in Paragraph 1.8 B. above. Client may
          not authorize or allow the use or the remarketing of the Programs
          by a third party, and may not assign or transfer the Programs or
          the Agreement to a third party without the prior written consent
          of Oracle, which shall not be withheld unreasonably. However,
          Client may, upon written notice to Oracle, assign this Agreement
          to a Client Entity, provided that prior to such assignment the
          Client Entity agrees in writing to be bound by the terms of this
          Agreement.

2.4 Verification

          On Oracle's written notice, not more frequently than annually,
          Client shall furnish Oracle with a signed certification (a)
          stating whether or not the Programs are being used pursuant to
          the terms of this Agreement, including any User limitations; and
          (b) listing the number of Users (including Agents, Subscribers
          and employees of Client and Client Entities), location, types,
          and serial numbers (except serial numbers for personal computers)
          of the Designated Systems of Client and each Client Entity on
          which the Programs are run. Such certification will be to the
          best of Client's knowledge and belief.

          Oracle may, at its expense, audit from Client's and Client
          Entities' records the number of copies of the Programs in use by
          Client and Client Entities, the Designated System(s) on which the
          Programs are installed, and the number of Users using the
          Programs. Any such audit shall be scheduled in advance and shall
          be conducted at a mutually agreeable time at Client's and/or
          Client Entities' facilities and shall not unreasonably interfere
          with Client's and Client Entities' business activities. If an
          audit reveals that Client has underpaid fees to Oracle, Client
          shall be invoiced for such underpaid fees based on the terms in
          effect at the time the audit is completed. Audits shall be
          conducted no more than once annually. The parties agree that
          Client's signed certification prepared under this Paragraph,
          and/or the results of an audit of Client's use of the Programs,
          shall be Confidential Information under Paragraph 7.1 of this
          Agreement and is subject to applicable securities regulations.


III. TECHNICAL SERVICES

3.1  Technical Support Services

     Technical Support services ordered by Client will be provided under
     Oracle's Technical Support policies in effect on the date Technical
     Support is ordered, but in any event in accordance with this
     Agreement, subject to the payment by Client of the applicable fees.
     Client may terminate Technical Support Services without terminating
     any Program licenses. Provided Client is currently under Technical
     Support services, upon Client's identification of a problem with a
     Program which significantly affects the operation of the Program,
     Oracle shall ***** *. At Client's request, Oracle will provide remote
     assistance in the installation of each Supported Program license.
     Reinstatement of lapsed Technical Support services is subject to
     Oracle's Technical Support reinstatement fees in effect on the date
     Technical Support is re-ordered. Limited Production Programs and
     pre-production releases of Programs may not be eligible for standard
     Technical Support Services; Client may obtain Technical Support
     Services for Limited Production Programs on a time and materials
     basis.


3.2 Consulting and Training Services

     Oracle anticipates that it will provide off-site training services
     agreed to by the parties under the terms of this Agreement and
     consulting services and on-site training agreed to by the parties
     under the terms of a separate consulting services agreement. Any
     consulting services acquired from Oracle shall be bid separately from
     the Program licenses and Client may acquire the Program licenses
     without acquiring any consulting services.

3.3 Incidental Expenses

     For any on site services requested by Client, Client shall reimburse
     Oracle for actual, reasonable travel and out-of-pocket expenses
     incurred as agreed upon by the parties.


     IV. TERM AND TERMINATION

4.1 Term

     Each Program license granted under this Agreement shall remain in
     effect perpetually (if not otherwise specified on the Order Form),
     unless terminated as provided in Paragraph 4.2 or 4.3 below.

4.2 Termination by Client

     Client may terminate this Agreement or any license upon written notice
     if Oracle breaches a material term of this Agreement and fails to
     correct the breach within thirty (30) days following receipt of
     written notice specifying the breach. If such breach, except one
     involving a Client Entity's proprietary rights or Confidential
     Information, is not reasonably curable within such thirty (30) day
     period, Client shall not unreasonably withhold approval of a longer
     cure period provided that Oracle promptly commences to cure such
     breach and diligently pursues the curing of such breach.

4.3 Termination by Oracle

     Oracle may terminate this Agreement or any license upon written notice
     if Client breaches a material term of this Agreement and fails to
     correct the breach within 30 days following written notice specifying
     the breach. If such breach, except one involving Oracle's proprietary
     rights or Confidential Information, is not reasonably curable within
     such thirty (30) day period, Oracle shall not unreasonably withhold
     approval of a longer cure period provided that Client promptly
     commences to cure such breach and diligently pursues the curing of
     such breach.

4.4 Effect of Termination

     Termination of this Agreement or any license shall not limit either
     party from pursuing any other remedies available to it, including
     injunctive relief, nor shall such termination relieve Client's
     obligation to pay all fees that have accrued or that Client has agreed
     to pay under any Order Form or other similar ordering document under
     this Agreement unless so ordered or determined by a court. The
     parties' rights and obligations under Paragraphs 2.1.B, 2.1.C, 2.1.D,
     and 2.3.B, and Articles IV, V, VI and VII shall survive termination of
     this Agreement.

     If Client materially breaches this Agreement, including failing to
     make any payments required hereunder when due under any Order Form or
     other similar ordering document to this Agreement, then Oracle may
     declare all sums due and to become due hereunder immediately due and
     payable. Notwithstanding the previous sentence, Oracle may not declare
     all sums due and payable for a breach which Client is curing in
     accordance with Paragraph 4.3 above.

     4.5 Return of Programs Upon Termination

     If a license granted under this Agreement expires or otherwise
     terminates, Client shall (a) cease using the applicable Programs, and
     (b) certify to Oracle within one month after expiration or termination
     that Client has destroyed or has returned to Oracle the Programs and
     all copies. If Client inadvertently fails to provide such
     certification, Client shall have a cure period in accordance with
     Paragraph 4.3 of this Agreement. This requirement applies to copies in
     all forms, partial and complete, in all types of media and computer
     memory, and whether or not modified or merged into other materials.
     Notwithstanding the foregoing, Client may retain copies of the
     Programs in archived media and may use the archived copies to retrieve
     data provided that the Programs are not used to retrieve the data and
     that all partial and complete copies of the Programs on the archived
     media are destroyed in the regular course of eliminating archival
     copies. Before returning Programs to Oracle, Client shall acquire a
     Return Material Authorization ("RMA") number from Oracle at (415)
     506-1500.


     V. INDEMNITY, WARRANTIES, REMEDIES, LIMITATION OF LIABILITY

     5.1 Infringement Indemnity

     Oracle will defend and indemnify and hold Client, Client Entities, and
     Agents (only for a claim under this Paragraph in which the claimed
     infringement is alleged to have occurred during the term of this
     Agreement while a Program is temporarily installed at the Agent's site
     in accordance with this Agreement) employees, officers, and directors
     of Client, Client Entities, and Agents (as limited above in this
     Paragraph) harmless against a claim that Programs furnished and used
     within the scope of this Agreement misappropriate a trade secret or
     trademark, or infringe a copyright or patent, of any country which is
     a signatory to the Berne Convention or the Universal Copyright
     Convention and which has executed implementing legislation, provided
     that: (a) Client notifies Oracle in writing within 30 days of its
     receipt of written notice of the claim; (b) Oracle has sole control of
     the defense and all related settlement negotiations; and (c) Client
     provides Oracle with the reasonable assistance, information, and
     authority necessary to perform Oracle's obligations under this
     paragraph, however, Client shall not be required to waive, nor shall
     this clause be construed as a waiver of, any privileges under the
     attorney work product or attorney-client privilege doctrines.
     Reasonable out-of-pocket expenses incurred by Client in providing such
     assistance will be reimbursed by Oracle.

     Oracle shall have no liability for any claim of infringement to the
     extent it is based on: (a) use of a superseded or altered release of
     Programs if such infringement would have been avoided by the use of a
     current unaltered release of the Programs that Oracle provides to
     Client; or (b) the combination, operation, or use of any Programs
     furnished under this Agreement with software, hardware, or other
     materials not furnished by Oracle if such infringement would have been
     avoided by the use of the Programs without such software, hardware, or
     other materials unless the combination, operation, or use is the
     normal use (e.g. the operating system under which a Program runs) of
     the Programs in accordance with this Agreement and the applicable
     Order Form.

     In the event the Programs are held or are believed by Oracle to
     infringe, Oracle shall have the option, at its expense, to (a) modify
     the Programs to be noninfringing; (b) obtain for Client a license to
     continue using the Programs; or (c) terminate the license for the
     infringing Programs and refund the license fees paid for those
     Programs. As of the Effective Date of this Agreement, to the best of
     Oracle's knowledge, there exist no claims or encumbrances which, in
     Oracle's opinion, would preclude Client's right to use the Programs in
     accordance with this Agreement. This Paragraph 5.1 states Oracle's
     entire liability and Client's exclusive remedy for infringement.

     Oracle's obligations under this Paragraph shall survive termination or
     expiration of this Agreement or the relevant Program license only for
     claims of infringement in which the claimed infringement is alleged to
     have occurred during the term of this Agreement or the relevant
     Program license.

     5.2 Warranties and Disclaimers

     A.   Warranties

          i. Program License Warranties
                                For each Supported Program License and
             each Update received for a Supported Program License, Oracle
             warrants for a period of one year from the Commencement Date
             that the Programs, unless modified by Client, will perform the
             functions described in the Documentation provided by Oracle
             when operated on the Designated System. Oracle will undertake
             to correct any reported error condition in accordance with its
             technical support policies but in any event in accordance with
             this Agreement.

                                Oracle does not warrant that the Programs
             will meet Client's requirements, that the Programs will
             operate in the combinations which Client may select for use,
             that the operation of the Programs will be uninterrupted or
             error-free, or that all Program errors will be corrected.

                                If Client does not obtain Technical Support
             services, the Programs are distributed "as is."

             ii.      Media Warranty
                                Oracle warrants that: (a) the media and
             software Programs will not be returned material (this shall
             not prohibit Oracle from using recycled media which has been
             magnetically degaussed); (b) the Programs will be the
             production release current as of the effective date of the
             applicable Order Form, unless otherwise agreed by the parties;
             and (c) the tapes, diskettes or other media will be free of
             defects in materials and workmanship under normal use for 90
             days from the Commencement Date.

             iii.     Services Warranty
                                Oracle warrants that its Technical Support
             and consulting services will be performed consistent with
             generally accepted industry standards. This warranty shall be
             valid for 90 days from performance of each Technical Support
             or consulting service even if a subsequent service is the same
             as a service performed prior to it.

             iv.      Virus Warranty
                                Provided that Client is under contract to
             receive Technical Support from Oracle for a licensed Program,
             Oracle warrants that it will use reasonable efforts to provide the
             Program to Client without viruses (i.e. code embedded in a Program
             whose purpose is to halt effective operation or use of the Program
             on conditions set by or triggered by an event or a person other
             than Client, Oracle, or Oracle's licensor) (Oracle will provide,
             upon receipt of Client's written request, Oracle's then current
             procedures to prevent introduction of viruses.) or trap doors (i.e.
             circumvention of the Program's documented security enforcing
             mechanisms by means of the Program itself by a person in order to
             obtain unauthorized access to the Program) (collectively referred
             to as "Virus"). Client acknowledges that a Program's documented
             security mechanisms are dependent on the environment in which the
             Program is executed (e.g. the capability of security mechanisms in
             the operating system, network, and hardware) and Client's
             implementation of the Program's documented security mechanisms
             (e.g. the setting of options, privileges and parameters for the
             Program). For the purpose of this Subparagraph the term Virus shall
             not include Embedded Devices under Paragraph 7.10 of this
             Agreement. Oracle will use reasonable efforts to notify Client's
             Technical Contact if a Virus that equates to an Oracle Priority
             One/Critical Condition is discovered in a Program. Client will use
             reasonable efforts to notify Oracle's Technical Support if Client
             discovers a Virus in a Program. If Client discovers a Virus in a
             Program, then Client will use reasonable efforts to provide Oracle
             with reasonable information to help identify and isolate the Virus.
             Oracle will use reasonable efforts to work with Client to classify
             and resolve the Virus in accordance with the Technical Support
             Services Section of this Agreement. If Oracle requests return of
             the infected Program, Client shall label the media as Virus
             infected and return it to Oracle and Oracle shall send Client a
             replacement copy of the Program at no additional charge. As used in
             this Subparagraph "reasonable efforts" shall mean reasonable
             efforts relative to the seriousness of the problem.

     B. Limitations on Warranties

          i. The warranties above are exclusive and in lieu of all other
          warranties, whether express or implied, including the implied
          warranties of merchantability and fitness for a particular
          purpose.

          ii. As an accommodation to Client, Oracle may supply Client with
          Limited Production Programs or with pre-production releases of
          Programs (which may be labeled "Alpha" or "Beta"). These products
          are not suitable for production use. Oracle does not warrant
          Limited Production Programs, pre-production releases or computer
          based training products; these products are distributed "as is."

5.3 Exclusive Remedies

     For any breach of warranties contained in Paragraph 5.2 above,
     Client's exclusive remedy, and Oracle's entire liability, shall be:

     A. For Programs

                     The correction of Program errors which cause breach of the
          warranty, or if Oracle is unable, within a reasonable time, to make
          the Program operate as warranted, Client shall be entitled to recover
          the fees paid to Oracle for the Program license or Update (for an
          Update the recoverable fees will be one half of the annual Technical
          Support fee paid by Client for the twelve month Technical Support
          period in which the Update was provided), as applicable.

     B. For Media

                     The replacement of defective media returned within 90 days
          of the Commencement Date.

     C. For Services

                     The reperformance of the services, or if Oracle is unable
          to perform the services as warranted, Client shall be entitled to
          recover the fees paid to Oracle for the deficient services.

5.4 Limitation of Liability

    ***** * in no event shall either party be liable for any indirect,
    incidental, special or consequential damages or damages for loss of
    profits, revenue, data, or use, incurred by either party or any third
    party, whether in an action in contract or tort, even if the other
    party or any other person has been advised of the possibility of such
    damages***** each party's liability for damages hereunder shall in no
    event exceed the amount of fees paid by Client under this Agreement,
    and if such damages result from Client's use of the Program or
    services, such liability shall be limited to fees paid for the relevant
    Program or services giving rise to the liability.

    The provisions of this Article V allocate the risks under this
    Agreement between Oracle and Client. Oracle's pricing reflects this
    allocation of risk and the limitation of liability specified herein.


VI. PAYMENT PROVISIONS

6.1. Invoicing and Payment

     Invoices for payment of license fees shall be payable on the
     Commencement Date. Technical Support fees shall be payable annually in
     advance; such fees will be those in effect at the beginning of the
     period for which the fees are paid. All other applicable fees shall be
     payable when invoiced. All fees shall be deemed overdue if they remain
     unpaid 31 days after they become payable. Any amounts payable by
     Client hereunder, during the first year from the Effective Date of
     this Agreement, which remain unpaid ninety (90) days after the due
     date shall be subject to late penalty fees equal to 1.5% per month
     from the due date until such amount is paid. Any amounts payable by
     Client hereunder, after the first year from the Effective Date of this
     Agreement, which remain unpaid sixty (60) days after the due date
     shall be subject to late penalty fees equal to 1.5% per month from the
     due date until such amount is paid. If Client's procedures require
     that an invoice be submitted against a purchase order before payment
     can be made, Client will be responsible for issuing the purchase order
     at the time of order. Oracle will use reasonable efforts to invoice
     Client within six (6) months of the date that the charges were due to
     have been invoiced, failure to invoice Client within that period shall
     not relieve Client of its obligations to pay the charges. Client
     agrees to pay actual shipping charges.


--------
* ***** Confidential Treatment has been requested for the redacted
portions. The confidential redacted portions have been filed separately
with the Securities and Exchange Commission.


6.2. Taxes

     The fees listed in this Agreement do not include taxes; if Oracle is
     required to pay sales, use, property, value-added, or other federal,
     state or local taxes based on the licenses or services granted in this
     Agreement or on Client's use of Programs or services, then such taxes
     shall be billed to and paid by Client. This paragraph shall not apply
     to taxes based on Oracle's net or gross income or corporate franchise
     taxes.


VII. GENERAL TERMS

7.1 Nondisclosure

     For the purposes of this Paragraph "party" and "Client" shall also
     include Client Entity and Agent. By virtue of this Agreement, the
     parties may have access to information that is confidential to one
     another ("Confidential Information"). Confidential Information shall
     be limited to the Programs and information which is: (a) disclosed by
     the Discloser in writing and marked "confidential" at the time of
     disclosure; (b) disclosed by the discloser and identified as
     confidential at the time of disclosure in a manner which would put a
     reasonable person on notice that such information is Confidential
     Information; (c) information relating to strategic business,
     financial, product planning or development, personnel, computer system
     development, or computer system operation; or (d) information relating
     to investigatory matters, regulatory matters, matters involving
     broker/dealers, issues, or issuers. Client shall use reasonable
     efforts to disclose to Oracle only Confidential Information that is
     necessary for Oracle's performance under this Agreement. Client's
     failure to use reasonable efforts to so limit disclosure of
     Confidential Information will not necessarily excuse Oracle's breach
     of this Paragraph but may reduce Oracle's potential liability to
     Client depending on the extent to which Client's failure contributed
     to Oracle's breach.

     A party's Confidential Information shall not include information that:
     (a) is or becomes a part of the public domain or is publicly known,
     through no act or omission of the other party; (b) was in the other
     party's lawful possession prior to the disclosure and had not been
     obtained by the other party either directly or indirectly from the
     disclosing party; (c) is lawfully disclosed to the other party by a
     third party without restriction on disclosure; or (d) is independently
     developed by the other party. Client shall not disclose the results of
     benchmark tests of the Programs to any third party without Oracle's
     prior written approval. The parties agree, both during the term of
     this Agreement and for a period of two years after termination of this
     Agreement and of all licenses granted hereunder, to hold each other's
     Confidential Information in confidence, except for Confidential
     Information, as defined in item (d) of the first subparagraph of this
     Paragraph 7.1, for which the obligation of non-disclosure shall
     survive until the Confidential Information is publicly known. The
     parties agree, that unless required by law, not to make each other's
     Confidential Information available in any form to any third party or
     to use each other's Confidential Information for any purpose other
     than the implementation of Programs, licenses, or services under this
     Agreement or discussions related thereto. Each party agrees to take
     all reasonable steps to ensure that Confidential Information is not
     disclosed or distributed by its employees or agents in violation of
     the provisions of this Agreement using the same standard of care such
     party takes with respect to their own confidential information of like
     nature and value, but no less than a reasonable standard of care.

     In the event either party receives a subpoena or other validly issued
     administrative or judicial process demanding Confidential Information
     of the other party, the recipient shall promptly notify the owner of
     Confidential Information and tender to it the defense of such demand.
     Unless the demand shall have been timely limited, quashed or extended,
     the recipient shall thereafter comply with such demand, but only to
     the extent required by law. If requested by the party to whom the
     defense has been tendered, the recipient shall cooperate (at the
     expense of the requesting party) in the defense of such demand.

     Oracle shall not use the names National Association of Securities
     Dealers, Inc., The Nasdaq Stock Market, Inc. or "NASD" or "Nasdaq" in
     any written advertising or promotional media without the prior written
     consent of Client. Client shall not use the name Oracle Corporation or
     "Oracle", or any mark beginning with the letters "Ora" where its use
     would be likely to cause confusion in the marketplace over the source
     being Oracle, in any written advertising or promotional media without
     the prior written consent of Oracle. Neither party shall use any
     trademark, service mark, copyright or patent of the other party's
     corporations listed in this paragraph, without the written consent of
     the other party. Notwithstanding the firegoing, either party may use
     the name(s) of the other party orally in conversations or in writing
     with customers or prospects to indicate that Client is a licensee of
     Oracle Programs. However, Oracle may not describe Client's
     implementation of the Programs or services or Client Entity
     application without prior written consent which will not be
     unreasonably withheld. The parties' obligations under this paragraph
     shall survive expiration or termination of this Agreement.

     Nothing contained in this Paragraph shall be construed to prohibit
     Client from: (i) submitting evaluations of the Programs to its Board
     of Directors or an Agent in order that the Board may compare
     competitive products, provided that each Agent and member of the Board
     is bound by the obligations of confidentiality set forth herein;
     and/or (ii) permitting representatives of a government agency having
     regulatory jurisdiction over Client or a Client Entity to audit
     Client's database systems, but only to the extent required for such
     government agency to determine whether Client or a Client Entity is in
     compliance with applicable government regulations; nor shall it be
     construed to prohibit either party from permitting auditors, lawyers,
     or entities with a fiduciary duty to either party, or Agent
     Individuals under Paragraph 1.8 or management consultants who have
     signed a nondisclosure agreement which obligates them to provisions
     substantially equivalent to those of this Agreement with respect to
     Confidential Information, to review this Agreement and Client's
     implementation of the Programs.

7.2 Reserved

7.3 Reserved

7.4 Notice

"All notices, including notices of address change, required to be sent
hereunder shall be in writing and shall be deemed to have been given when
mailed, postage prepaid, by registered or certified mail, return receipt
requested, or any other delivery method that actually obtains a signed
delivery receipt, when addressed to the person named below at the
appropriate addresses below or to such other address as any party hereto
shall specify by written notice to the other party or parties hereto:
<TABLE>
<CAPTION>

<S>                                                       <C>
     If to Oracle for notices of default of dispute:      If to Client for notices of default or dispute:
     Oracle Corporation                                   The Nasdaq Stock Market,Inc.

     Corporate Legal Department                           1735 K Street N.W.
     500 Oracle Parkway                                   Washington, D.C. 20006
     Mail Code 659507                                     Attn. Office of General Counsel
     Redwood Shores, CA  94065                            (NASDAQ Contracts Group).
</TABLE>

     If to Oracle for notice other then above: If to Client for notice
other then above:
<TABLE>
<CAPTION>
<S>                                                       <C>
     Oracle Corporation                                   ***** *

     Contract Administration                              *****    500 Oracle Parkway
     ***** Mail Code 659315                                        80 Merritt Boulevard
           Redwood Shores, CA 94065                                Trumbull, CT  06611
                                                          *****
</TABLE>

     Invoices, purchase orders, and Order Forms shall be mailed by first
     class mail to the first address listed in the relevant Order Form (if
     to Client) or to the Oracle address on the Order Form (if to Oracle).

     To expedite order processing, Client acknowledges Transmitted Copies
     as binding documents equivalent to original documents. "Transmitted
     Copies" shall mean Order Forms and other ordering documents which: (i)
     contain no modifications or amendments to this Agreement; (ii) are
     copied or reproduced and transmitted to Oracle via photocopy,
     facsimile, or any other process which accurately reproduces and
     transmits the original documents; and (iii) are accepted by Oracle.


7.5 Severability

     In the event any provision of this Agreement is held to be invalid or
     unenforceable, the remaining provisions of this Agreement will remain
     in full force and effect.

7.6 Waiver

     The waiver by either party of any default or breach of this Agreement
     shall not constitute a waiver of any other or subsequent default or
     breach. Except for actions for nonpayment or breach of either party's
     proprietary rights, no action, regardless of form, arising out of this
     Agreement may be brought by either party more than two years after the
     cause of action has accrued.

7.7 Export Administration

     Client agrees to comply fully with all relevant export laws and
     regulations of the United States to assure that neither the Programs,
     nor any direct product thereof, are exported, directly or indirectly,
     in violation of United States law.


---------
* ***** Confidential Treatment has been requested for the redacted
portions. The confidential redacted portions have been filed separately
with the Securities and Exchange Commission.


7.8. General Indemnification

     Each party ("Indemnifying Party") shall defend and indemnify the other
     party and its employees, officers, and directors (Indemnified Party")
     against any liability, damage or expense which the Indemnified Party
     may sustain, incur, or be required to pay, arising out of or in
     connection with claims for personal bodily injury or wrongful death or
     damage to tangible personal property resulting from any negligent act
     or omission of the Indemnifying Party or a person employed by the
     Indemnifying Party acting within the scope of his/her employment in
     the performance of this Agreement while on a party's premises;
     provided that:

     (a) The Indemnifying Party is notified in writing of any claim
         promptly after the Indemnified Party becomes aware of it;

     (b) The Indemnifying Party has sole control of the defense of such
         claim and of all negotiations for its settlement or compromise
         (Notwithstanding anything to the contrary in this item (b), if in
         the Indemnified Party's reasonable judgement the claim may exceed
         ***** * then the Indemnified Party may, at its own expense and upon
         prior written notice to the Indemnifying Party, have counsel of
         its choice participate in the defense of such claim and all
         negotiations for its settlement or compromise. In such event the
         Indemnifying Party and the Indemnified Party shall cooperate with
         each other to the extent that their interests do not conflict.);
         and

     (c) The Indemnified Party gives the Indemnifying Party information
         reasonably available and assistance necessary to facilitate the
         settlement or defense of such claim and, to the extent permitted
         by law, the Indemnified Party makes any defenses available to it
         available to the Indemnifying Party; however, the Indemnified
         Party shall not be required to waive, nor shall this clause be
         construed as a waiver of, any privileges under the attorney work
         product or attorney-client privilege doctrines.

     The Indemnifying Party's indemnity obligation under this Paragraph
     shall be reduced to the extent by which the liability, damage, or
     expense results from the willful misconduct, negligent act or omission
     of employees, agents, or subcontractors of the Indemnified Party, or a
     third party(s). For the purpose of this Paragraph, "tangible personal
     property" shall not include software, documentation, data or data
     files nor shall the indemnity obligation stated in this Paragraph
     apply to damages incurred by use of any software.


---------
* ***** Confidential Treatment has been requested for the redacted
portions. The confidential redacted portions have been filed separately
with the Securities and Exchange Commission.


     The Indemnifying Party's obligations under this Paragraph shall
     survive termination or expiration of this Agreement only for claims
     involving personal bodily injury, wrongful death, or damage to
     tangible personal property where the act is alleged to have occurred
     during the term of this Agreement. If a claim under this Paragraph is
     solely between Oracle and Client (e.g. there are no other parties to
     the claim or action) then item (c) of this Paragraph shall not apply.
     The parties agree that they may not sue each other for the loss of an
     employee's services. The Indemnifying Party's indemnity obligation,
     except that for personal injury, shall be limited to the ***** * or to
     the amount of the applicable Order Form which gave rise to the claim.

7.9. Security Regulations

     Oracle personnel may be instructed, while on site, to comply with
     reasonable security regulations pertinent to each Nasdaq location. If
     any Oracle personnel refuses to comply with such security regulations
     then the personnel may be escorted out of or refused admittance to the
     location. Oracle personnel also may be issued a visitor identification
     card by Client. Such identification cards will be surrendered upon
     Client's demand therefor.

7.10 Embedded Devices

     For the purpose of this Paragraph 7.10, (i) a "Disabling Device" shall
     mean code embedded in a Program, by Oracle or its licensor, if its
     purpose is to halt all or substantially impede use of the Program, on
     conditions set by Oracle or its licensor and (ii) a "Compliance
     Device" shall mean code embedded in a Program, by Oracle or its
     licensor, if its purpose is to limit use of the Program(s), hardware,
     and/or user(s) to, and/or to monitor use of same for compliance with,
     the rights granted in this Agreement and/or the applicable Program
     license. Oracle warrants, as of the Effective Date below, that the
     Programs licensed by Client do not contain a Disabling Device or
     Compliance Device. ***** If Oracle or its licensor subsequently embeds
     a Compliance Device in the Program, Oracle shall notify Client of same
     provided that Client is under contract to receive Technical Support
     from Oracle for the Program. If a Compliance Device does not function
     correctly, Client shall report it to Oracle and provide Oracle with
     reasonable information to help identify and isolate the Compliance
     Device and Oracle shall correct the Compliance Device provided that
     Client is under contract to receive Technical Support from Oracle for
     the Program.


---------
* ***** Confidential Treatment has been requested for the redacted
portions. The confidential redacted portions have been filed separately
with the Securities and Exchange Commission.


     Any attempt by Oracle (or any entity claiming by, through, or on
     behalf of Oracle) to take possession of the Programs from Client or to
     use Programs or Services to prevent all or substantially impede use of
     the Programs by Client (not including correctly functioning Compliance
     Devices under the first subparagraph of this Paragraph 7.10) must be
     pursuant to court order. In such event, except for breach of Oracle's
     proprietary rights in the Programs, Client retains the right to
     substitute collateral of equal value (including the right to
     substitute an escrow account for the disputed amount) in the event of
     a foreclosure.

7.11 IP Bankruptcy Protection Act

     In the event of Oracle's bankruptcy pursuant to the Bankruptcy Act and
     an attendant rejection of this Agreement or any license hereunder
     pursuant to Section 365n thereof, the parties intend that the
     provisions of the IP Bankruptcy Protection Act shall apply and that
     Client shall be entitled to retain possession of all Embodiments of
     Intellectual Property delivered to it by Oracle under this Agreement
     subject to the terms and conditions of this Agreement.

7.12 Insurance

     Both parties shall provide the following insurance coverage during the
     term of this Agreement:

          (a)  Worker's Compensation Insurance as required by the laws of
               the relevant state;

          (b)  Employer's Liability Insurance in such customary amounts
               carried by employers in like business; and

          (c)  Comprehensive General Liability and Property Damage
               Insurance including Contractual Liability coverages as
               follows:

               General Liability    $5,000,000 per occurrence
               Employer's Liability $5,000,000 per accident
               Automobile Liability $5,000,000 combined single limit

     Either party shall supply the other party with a certificate(s) of
     insurance evidencing such coverages, within a reasonable time of
     receipt of a written request for same.


7.13 Subsequent Parties; Limited Relationship

     This Agreement shall inure to the benefit of and shall be binding upon
     the parties hereto and their respective permitted successors, or
     assigns. Nothing in this Agreement, express or implied, is intended to
     or shall (a) confer on any person, other than the parties hereto (and
     any of the Corporations) or their respective permitted successors or
     assigns, any rights to remedies under or by reason of this Agreement;
     (b) constitute the parties hereto partners or participants in a joint
     venture; or (c) appoint one party the agent of the other.


7.14 Headings

     Section headings are included for convenience only and are not to be
     used to construe or interpret the Agreement.


7.15 Counterparts

     This Agreement may be executed in one or more counterparts, each of
     which shall be deemed an original, and such counterparts together
     shall constitute but one and the same instrument.


7.16 Releases of Foreign Programs

     Client may purchase a license for a foreign release of a Program if
     the foreign release of the Program is available in production release
     on Oracle's Price List in effect at the time Client orders the Program
     and at such fees as are agreed upon by the parties for use outside the
     United States, except in countries where Oracle legally cannot, or
     chooses not to, do business.


     7.17 Entire Agreement

     This Agreement constitutes the complete agreement between the parties
     and supersedes all prior or contemporaneous agreements or
     representations, written or oral, concerning the subject matter of
     this Agreement. This Agreement may not be modified or amended except
     in a writing signed by a duly authorized representative of each party
     (i.e. a duly authorized officer of Client on behalf of Client and a
     duly authorized signatory on behalf of Oracle); no other act,
     document, usage or custom shall be deemed to amend or modify this
     Agreement.

     All orders will be on Order Forms. It is expressly agreed that all
     terms of any Client purchase order or other ordering document shall be
     superseded by the terms of this Agreement. This Agreement shall also
     supersede the terms of any unsigned license agreement included in any
     package for Oracle-furnished software, except terms contained in such
     unsigned license agreement that limit usage of the Programs (e.g. such
     as the number and type of Users of a Program(s), the type of computer
     and operating system on which the Programs may be installed, the
     license type, and the installation and number of copies of the Program
     that can be made).

The Effective Date of this Agreement shall be November 30, 1993.
<TABLE>
<CAPTION>

<S>                                                 <C>   <C>
Executed by Client:                                       Executed by Oracle Corporation:

Authorized Signature:                                     Authorized Signature:
                     ----------------------                                 ----------------------

Name:                                              Name:
     --------------------------------------             ------------------------------------------

Title:                                             Title:
      -------------------------------------              -----------------------------------------
</TABLE>

                          ======================================================
ORACLE (R)                For Publicly Traded Companies. Nasdaq and its
[Graphic Omitted]         affiliates (Corporations) have an internal policy
                          of monitoring or restricting trading by certain
                          of its employees in publicly traded stocks where
                          the granting, renewal, or termination of the
                          agreement is considered by the publicly traded
                          company to be a "significant" event (one that
                          could affect the price of your company's stock or
                          require a public announcement). While the
                          Corporations offer no representation or warranty
                          about the enforcement of its policy or the
                          securities activities of anyone associated with
                          the Corporations, if your company believes its
                          contracts with the Corporations may be
                          "significant", please initial here ----------- .

                          Oracle has reviewed the paragraph above and does
                          not believe that this contract with NASD is
                          "significant".

Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA  94065
(415) 506-7000
                          ======================================================


Oracle is a registered trademark of Oracle Corporation.



                                 EXHIBIT A
                          TECHNICAL SUPPORT LEVELS

Oracle's current Technical Support Services are set forth below and are
subject to change without notice:

     a. Basic Annual Support includes:

                 o      Telephone Technical Assistance

         -   5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday

         -   Problem solving, bug reporting, documentation clarification,
             technical guidance

         -   Program updates and associated documentation
                 o      Real Time Support System (RTSS) dial-in access

         -   Log/Update/Review TARs

         -   Review Bugs

         -   Access the Support Bulletin Board
                 o      Quarterly newsletter and Technical Bulletins

     b. Standard Support includes:

                 o      Basic Support
                 o      Telephone Technical Assistance 24 hours a day/7
         days a week

     c. Extended Support includes:

                 o      Standard Support
                 o      Telephone Technical Assistance

         -   Toll-free 800 number
         -   24 hours a day/7 days a week
                 o      Monthly Technical Assistance Request (TAR) reports

     d. PC Standard Support includes:

                 o      Telephone Technical Assistance

         -   5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday

         -   Problem solving, bug reporting, documentation clarification,
             technical guidance

         -   Software Product Updates

     e. PC Updates includes:

                 o      Software Updates shipped with associated
                        documentation

In the event, Client permits Technical Support Services to lapse, reinstatement
of such Services shall be subject to a fee which is currently calculated at
***** * of the list price license fees for the Program on which Technical
Support has lapsed, as set forth in the Price List in effect when the Technical
Support Services are reinstated.



---------
* ***** Confidential Treatment has been requested for the redacted
portions. The confidential redacted portions have been filed separately
with the Securities and Exchange Commission.