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                                                                 EXHIBIT 10.11

LOGO Brokerage Information Services Group              SIGNED IN DUPLICATE
     2 Journal Square Plaza
     Jersey City, New Jersey 07306


                           MASTER SERVICES AGREEMENT

XXXant Advantage Trading Group, Inc.
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Address: 1385 West State Road 434
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County:   Longwood         State:   FL       Zip Code:      32750
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 1. SCOPE OF AGREEMENT.

A. Securities Industry Software, a division of ADP Financial Information
   Services, Inc. ("ADP") agrees to provide Client and Client agrees to obtain
   from ADP, in accordance with the terms and conditions this Agreement and the
   Schedules hereto, the following:
       (i) the services described in the Schedules to this Agreement (the
       "Services");
       (ii) the grant of licenses and/or sublicenses to the applications
       software listed in the Schedules to this Agreement (the "Application
       Software");
       (iii) the software support services to the Applications Software referred
       to in Paragraph 9 below and as may be further described in the Schedules
       to this Agreement (the "Support Services");
       (iv) the Equipment listed in the Schedules to this Agreement (the
       "Equipment") and the grant of licenses and/or sublicenses to the
       operating software to such Equipment listed in the Schedules to this
       Agreement (the "Operating Software"); and
       (v) the maintenance services for the Equipment referred to in Paragraph
       14 below and as may be further described in the Schedules to this
       Agreement (the "Maintenance Services").
B. ADP may, from time to time during the term of this Agreement, provide Client,
   at Client's request, with services, applications software, operating
   software, software support services, equipment and equipment maintenance
   services which are then being provided by ADP and are not specifically
   covered by the Schedules hereto. The terms "Services", "Applications
   Software" and "Operating Software" (collectively the "Software"). "Support
   Services", "Equipment" and "Maintenance Services" shall automatically be
   amended from time to time to include all such additional services,
   application software, operating software, software support services,
   equipment and equipment maintenance services, as the case may be, which are
   provided by ADP to Client.
C. ADP will provide the Services, Software, Support Services, Equipment and
   Maintenance Services within the continental United States in accordance with
   the terms, conditions and prices set forth in this Agreement and the
   Schedules hereto. At Client's request, ADP may, in its sole and absolute
   discretion, provide the Services, Software, Support Services, Equipment and
   Maintenance Services outside of the continental United States in accordance
   with prices to be mutually agreed upon, the terms and conditions of this
   Agreement and such other tmers and conditions as may be mutually agreed to by
   ADP and Client, it being understood that changes to the terms and conditions
   of this Agreement and other agreed upon terms and conditions may be necessary
   to meet applicable laws, rules and regulations, and local market customs and
   requirements.

2. TERM OF AGREEMENT.
   The term of this Agreement shall be for the period commencing the date this
   Agreement has been signed by an authorized officer of both ADP and Client and
   continuing until all Schedules hereto have terminated. The term of each
   Schedule shall be for the period indicated therein. Client's and ADP's
   continuing obligations under this Agreement and the Schedules hereto
   (including, without limitation, those relating to Client's payment of the
   charges referred to in Paragraph 3 below, and to the "ADP Products," the
   "Confidential Information" and the "Client Files" (all as hereinafter
   defined)) shall survive the termination of this Agreement and the Schedules
   hereto.
<PAGE>

3. CHARGES.
A. The initial charges for the Services, Software, Support Services, Equipment
   and Maintenance Services listed in the Schedules shall be as set forth in the
   applicable Schedules. The charges for any services, applications software,
   operating software, software support services, equipment and equipment
   maintenance services provided by ADP to Client which are not listed in the
   Schedules shall be mutually agreed to by ADP and Client and shall be in
   addition to the charges listed in the Schedules.
B. The charges for any of the Services, Software, Support Services, Equipment
   and Maintenance Services listed in the Schedules may be changed by ADP only
   in the manner, and to the extent, set forth therein. The charges for any
   services, applications software, operating software, software support
   services, equipment and equipment maintenance services provided by ADP to
   Client which are not listed in the Schedules may be changed by ADP at any
   time and from time to time upon at least 30 days prior written notice to
   Client.
C. Client will be invoiced for all supplies provided by ADP in preparing the
   various reports and documents required by the applicable Schedules at ADP's
   then current prices for such supplies.
D. The cost of any conversion services provided pursuant to Paragraph 5 below,
   and/or for any equipment installation services provided pursuant to Paragraph
   13 below, will be ADP's then prevailing normal charges therefor.
E. The communications charges set forth in the Schedules are based on current
   communication costs paid to common carriers and other communication vendors.
   ADP reserves the right to immediately pass on any increase or decrease in
   such charges to Client, no discounts shall apply to such increase or
   decrease, ADP may, to the extent set forth in the Schedules, charge Client
   administration fees for the services provided to Client pursuant to this
   Paragraph 3(E) and Paragraph 4 below.
F. There shall be added to all charges invoiced Client pursuant to this
   Agreement and the Schedules hereto amounts equal to any applicable taxes,
   exclusive of taxes based on ADP's net income.
G. Client by using any of the Services, Software, Support Services, Equipment
   and Maintenance Services agrees to pay, within 10 days after the date of any
   invoice from ADP, the then applicable charges for the Services, Software,
   Support Services, Equipment and Maintenance Services covered thereby. If
   Client fails to pay any amounts due under this Agreement and the Schedules
   hereto, Client shall, upon demand, pay interest at the rate of 1-1/2% per
   month (but in no event more than the highest interest rate allowable by law)
   on such delinquent amounts from the due date until the date of payment.
H. Any security deposit set forth in a Schedule shall be paid by Client to ADP
   concurrently with Client's execution of the applicable Schedules. Such
   security deposit shall be held by ADP to ensure payment of charges accruing
   under the applicable Schedule. ADP may, in its sole discretion, use the
   Client's security deposit to offset any charges arising under this Agreement
   and any Schedule hereto which remain due and unpaid 30 days or more after any
   invoice date. ADP expressly reserves the right to require payment by the
   Client of additional security deposit funds whenever the amount on deposit is
   reduced as a consequence of the operation of this Paragraph 3(H) or whenever,
   in ADP's judgment, Client's ability to meet its obligations under this
   Agreement becomes impaired. Any security deposit will be refunded to Client,
   without interest, within 30 days after the termination of the Schedule as to
   which it relates, provided that Client has fulfilled all of the terms and
   conditions of this Agreement and the applicable Schedule. ADP may, at its
   option, apply Client's security deposit balance to Client's final invoice
   relating to such terminated Schedule.

4. COMMUNICATIONS LINES AND EQUIPMENT.
A. ADP may order, on Client's behalf, the installation of appropriate
   communications lines and equipment to enable Client to access the Services.
B. ADP shall not be responsible for the reliability or continued availability of
   the communications lines and equipment used by Client in accessing the
   Services.
C. Client shall be exclusively responsible for, and shall pay (in the manner set
   forth in the Schedules hereto), any and all installation, monthly and other
   charges arising in connection with the installation and use of communications
   lines and equipment used in connection with the Services.
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5. CONVERSION TO THE SERVICES.
   To the extent provided in the applicable Schedules, ADP will convert the
   applicable "Client Files" (as defined in Paragraph 11(A) below) to make them
   compatible with the Services being provided to Client. Client agrees to
   cooperate with ADP and provide ADP with all necessary information and
   assistance required for ADP to successfully convert all Client Files
   necessary to obtain the applicable Services. Client will assign a liaison
   person to assist and cooperate with ADP in any such conversion.

6. AVAILABILITY OF THE SERVICES AND SUPPORT.
A. ADP shall determine in accordance with its normal acceptance procedures when
   the Services being provided to Client are operational and available for
   Client's use.
B. The Services, and ADP's support thereof, will be provided on a daily basis on
   each New York Stock Exchange trading day, and on any day on which trading may
   be suspended on the New York Stock Exchange but on which clearing activities
   are operational or on which the New York Stock Exchange is otherwise open for
   business. Except for the conversion services referred to in Paragraph 5 above
   and except as may be otherwise mutually agreed to by ADP and Client, none of
   the Services, and ADP's support thereof, shall be provided Saturdays, Sundays
   or legal holidays. The term "trading day" means any day on which the purchase
   or sale of securities, options and the like occurs.
C. Hours for accessing and/or using any particular Service, and ADP's support
   thereof, will be those hours of those days that such particular Service, and
   the related support services, are generally made available by ADP. Such
   Service, and related support services, may also be available at other than
   normally designated hours; in such event Client may, at its option and
   subject to any additional charges therefor, use such source and/or related
   support services, at such other times.

7. USE OF THE SERVICES AND TRAINING.
A. Client agrees that it will use the Services in accordance with such rules as
   may be established by ADP from time to time as set forth as materials
   furnished by ADP to Client.
B. Client will use the Services only for its own internal and proper business
   purposes and/or as an integral part of the services and, or products it
   provides to third parties and will not, except as permitted by the applicable
   Schedules, sell, lease, license or otherwise provide, directly or indirectly,
   any of the Services or any portion thereof to any third party.
C. Prior to obtaining any Services from ADP, Client will obtain approval of each
   and every entity, if any, whose approval is required for the receipt of such
   Services (including, but not limited to, securities and commodities
   exchanges, associations of securities and/or commodities dealers, federal,
   state and local governmental entities and data base suppliers). Client shall
   comply with any conditions, restrictions, or limitations imposed by any of
   the aforementioned entities and shall pay all fees or charges such entities
   may impose. In addition, Client shall comply with the reporting requirements
   of the securities and commodities exchanges and associations of securities
   and/or commodities dealers. Such reporting requirements include furnishing
   ADP such information as may be required by the aforementioned entities.
   Failure of Client to comply with the requirements of this Paragraph 7(C)
   shall constitute a default under the provisions of Paragraph 20 below. CLIENT
   SHALL INDEMNIFY AND HOLD ADP HARMLESS FROM AND AGAINST ANY LOSS OR DAMAGE
   CAUSED BY REASON OF CLIENT'S FAILURE TO COMPLY WITH THE PROVISIONS OF THIS
   PARAGRAPH 7(C).
D. ADP shall provide Client with training on using the Services in accordance
   with, and to the extent provided by, ADP's then prevailing practices and as
   may be further described in the Schedules to this Agreement.
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8. SOFTWARE.
A. Client acknowledges that it is a licensee and/or sublicensee of ADP of the
   various Applications Software and Operating Software programs contained in
   the Software; Client accepts such licenses and/or sublicenses, as the case
   may be, from ADP for the Software upon the terms and conditions set forth in
   this Agreement.
B. The licenses and/or sublicenses for the Software granted by ADP to Client
   hereunder convey personal, non-exclusive, non-transferable rights and
   licenses and/or sublicenses, as the case may be, to Client to use the
   Software in conjunction with the Services and/or the Equipment only.
C. Except for Software for which Client has been granted a perpetual license as
   listed on the Schedules, all Software (including the magnetic or other
   physical media on which it is originally or subsequently recorded or fixed)
   will be returned by Client to ADP or will be completely deleted, erased or
   otherwise destroyed by Client, in accordance with ADP's instructions,
   promptly after the termination of the Schedule as to which it relates. Client
   shall, with respect to Software for which it has been granted a perpetual use
   license as listed on the Schedules, own the magnetic or other physical media
   on which the Software is originally or subsequently recorded or fixed;
   provided that Client shall not have any interest in the Software recorded on
   the original diskette copy(ies) and all subsequent copies of the Software
   (regardless of the form or media in or on which the original and other copies
   may subsequently exist), except to the extent of the limited licenses and/or
   sublicenses granted it under this Agreement.

9. SOFTWARE SUPPORT SERVICES.
A. ADP shall provide the specific Support Services set forth in the Schedules.
   As commercially released to its clients at no charge, ADP shall make
   available to Client, free of charge, all improvements, enhancements,
   modifications, updates, releases and revisions to the Software. All
   improvements, enhancements, modifications, updates, releases and revisions to
   the Software (which are not provided to Client under the immediately
   preceding sentence and which are not included in the Support Services) shall
   be provided to Client for ADP's then prevailing charges therefor.
B. Client agrees to incorporate all improvements, enhancements, modifications,
   updates, releases and revisions to the Software delivered by ADP to Client
   into the Software. Client shall not, without the prior written consent of
   ADP, change or otherwise modify any Software.
C. Any custom programming or custom program maintenance requested by Client will
   be provided by ADP on a time and materials basis at charges, terms and
   conditions to be mutually agreed to by ADP and Client (the "Client
   Software"). ADP reserves the right to determine if it will provide any such
   Client Software programming or maintenance services. ADP may independently
   develop software similar to the Client Software provided it does not infringe
   upon Client's ownership rights to the Client Software.
D. Client may request ADP, from time to time hereunder and for ADP's then
   prevailling charges therefor, to approve Client Software developed by Client
   or a third party, or other software owned by Client or licensed by Client
   from a third party, for use in conjunction with the Services, Software and/or
   Equipment. ADP shall perform such procedures (as set forth in Paragraph 15
   below), if any, as are, in ADP's sole and absolute discretion, necessary for
   it to determine whether it can give Client the approval sought by Client
   pursuant to this Paragraph 9(D). ADP will not provide Support Services for
   the software referred to in this Paragraph 9(D); any and all support for such
   software shall be Client's responsibility. Client will not use the software
   referred to in this Paragraph 9(D) in conjunction with the Services, Software
   and/or Equipment prior to complying with the steps set forth in Paragraph 15
   below.
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10. OWNERSHIP, USE AND CONFIDENTIALITY OF ADP PRODUCTS.
A. Client acknowledges that the Software, the data bases which are part of the
   Service, and the systems used by ADP in connection with the Services and
   related materials, and all copyrights, patents, trade secrets and other
   intellectual and proprietary rights therein and thereto (collectively the
   "ADP Products") are and shall remain the exclusive and confidential property
   of ADP or the third parties for whom ADP is acting as agent or from whom ADP
   has obtained the right to use the ADP Products.
B. Client may use the ADP Products only in conjunction with the Services,
   Software and Equipment. Client shall not copy, in whole or in part, the ADP
   Products or related documentation, whether in the form of computer media,
   printed or in any other form; provided, however, that Client may make an
   appropriate number of copies of the ADP Products for back-up purposes only.
   Client shall not make any alteration, change or modification to any of the
   ADP Products without ADP's prior written consent in each instance. CLIENT MAY
   NOT RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, OR MAKE OR
   DISTRIBUTE ANY OTHER FORM OF, OR ANY DERIVATIVE WORK FROM, THE ADP PRODUCTS
   (INCLUDING THE SOFTWARE).
C. Client shall treat as confidential and will not disclose or otherwise make
   available any of the ADP Products or any trade secrets, processes,
   proprietary data, information or documentation related thereto (collectively
   the "Confidential Information"), in any form, to any person other than
   empolyees of Client with a need-to-know. Client will instruct its employees
   who have access to the ADP Products and the Confidential Information to keep
   the same confidential, by using the same care and discretion that Client uses
   with respect to it's own confidential property and trade secrets. Upon the
   termination of a Schedule for any reason, Client shall, except as set forth
   in Paragraph 8(C) above, return to ADP any and all copies of the ADP Products
   and the Confidential Information which are in its possession relating to such
   terminated Schedule.

11. CONFIDENTIALITY OF CLIENT FILES; FILE SECURITY AND RETENTION.
A. Any Client files or other information provided by Client to ADP for use with
   the Services and identified in writing as confidential (collectively the
   "Client Files") shall remain the exclusive and confidential property of
   Client. ADP shall treat as confidential and will not disclose or otherwise
   make available any Client Files to any person other than employees of ADP
   with a need-to-know. ADP will instruct its employees who have access to the
   Client Files to keep the same confidential by using the same care and
   discretion that ADP uses with respect to its own confidential property and
   trade secrets.
B. ADP will provide reasonable security provisions to ensure that access to the
   Client Files is available only to Client. ADP reserves the right to issue and
   change regulations and procedures from to time to time to improve file
   security.
C. ADP will take reasonable precautions to prevent the loss of or alteration to
   the Client Files retained by ADP, but ADP cannot guarantee against any such
   loss or alteration. Accordingly, Client will keep copies of the source
   documents of the information delivered to ADP and will maintain procedures
   external to the ADP system for the identification of such losses and for the
   reconstruction of lost or altered Client Files, to the extent deemed
   necessary by Client.
D. ADP shall retain the Client Files in accordance with, and to the extent
   provided by, ADP's then prevailing records retention policies.
<PAGE>

12. EQUIPMENT - RISK OF LOSS; OWNERSHIP.
A. Title to any Equipment purchased by Client shall pass to Client at the point
   of shipment title to any Equipment which is not purchased by Client shall
   remain with ADP. Client shall have the option of obtaining additional
   equipment (in addition to the Equipment) from any third party; provided that,
   such equipment: (i) must be compatible to the Equipment and have compiled
   with the procedures set forth in Paragraph 15 below (for which Client has
   paid ADP its then prevailing charges therefor); and (ii) shall be maintained
   in the manner provided for in Paragraph 14 below.
B. Client shall assume all risk of loss or damage to any Equipment on which
   title has passed to Client. No loss, theft or damage to the Equipment after
   the passage of title to Client shall relieve Client of its obligations to pay
   the charges due, or perform any of its other obligations under, this
   Agreement.
C. ADP reserves a purchase money security interest in any Equipment being
   purchased by Client in the amount of the unpaid balance of the purchase price
   until payment in full of such purchase price. A financing statement under the
   Uniform Commercial Code may be filed with the appropriate public authorities
   and Client agrees to sign any forms presented to it which are necessary to
   protect ADP's security interest therein.

13. EQUIPMENT - INSTALLATION AND ENVIRONMENTAL SPECIFICATIONS:
A. Client shall provide a suitable installation environment for the Equipment as
   described in ADP's enivronmental specifications set forth in the Schedules
   (the "Environmental Specifications"). Client shall provide and install all
   wiring and cabling required for installation of the Equipment, shall provide
   an ordinary telephone extension within 10 feet of where the Equipment will be
   installed, and shall install all electrical and other utilities specified in
   the Environmental Specifications. The Equipment shall be installed and placed
   in good working order by Client, ADP or ADP's designee, as indicated in the
   Schedules.
B. Client will at all times maintain the location at which the Equipment is
   installed in accordance with the Environmental Specifications.

14. EQUIPMENT MAINTENANCE SERVICES.
A. ADP, or its designee, shall provide Maintenance Services for the Equipment
   and additional equipment referred to in Paragraph 12 above (to the extent set
   forth in the Schedules). Any and all maintenance for Equipment and additional
   equipment not maintained by ADP, or its designee, will be client's
   repsonsibility.

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B. For the Equipment and additional equipment it is maintaining, ADP, or its
   designee, shall provide normal on-site remedial Maintenance Services during
   the hours such on-site remedial Maintenance Services are then generally
   provided by ADP to its clients and as may be further described in the
   Schedules, excluding New York Stock Exchange observed holidays; preventive
   Maintenance Services shall be provided as determined necessary by ADP, or its
   designee, and shall be performed during the same hours as on-site remedial
   Maintenance Services are provided.
C. Maintenance Services include replacement of all unserviceable parts. Replaced
   parts become the property of ADP.
D. Maintenance Services do not include (and ADP shall charge Client ADP's then
   prevailing normal charges for providing):
         (i) Electrical work external to the Equipment and additional equipment.
         (ii) Maintenance of accessories, attachments, or other devices not
         covered by the Schedules.
         (iii) Furnishing platens, ribbons, tapes, diskettes, supplies or
         accessories, painting or refinishing, making specification changes or
         performing services connected with installation, removal or relocation
         of Equipment and additional equipment, or adding or removing
         accessories, attachments or other devices unless specifically agreed
         to. The replacement of parts such as cathode ray tubes is limited to
         failure of such parts and does not include such occurrences as burnt
         phospher of the CRT screen.
         (iv) Such other services which are impractical for ADP, or its
         designee, to render because of alterations, not approved by ADP, to the
         Equipment and additional equipment.
         (v) Repair of any Equipment or additional equipment problem caused by
         non-ADP representatives performing maintenance or repair of such
         Equipment or additional equipment, unless approved by ADP.
         (vi) Repair of damage resulting from (a) fire, theft, disaster,
         catastrophe or acts of God, transportation, neglect or misuse, power
         failure, communications line or equipment failure, (b) failure of
         foreign interconnect equipment, (c) use of the Equipment or additional
         equipment for purposes other than for which it was designed, (d)
         alterations or attachments to, or the use of accessories or supplies
         not suitable for the Equipment or additional equipment, (e) operational
         errors, fault or negligence of the Client or, (f) causes other than
         ordinary wear and tear.
         (vii) Repair of damage or increase in repair service time caused by
         non-compliance with the Environmental Specifications, or Clients
         improper use, management or supervision of the Equipment or additional
         equipment (including, without limitation, the use of supplies, disc
         packs, diskettes, tapes and tape cartridges not designated in writing
         by ADP as suitable for use with the Equipment or additional equipment).
         (viii) Repair of damage resulting from problems in the Software if,
         without the approval of ADP, (a) the Software has been altered in any
         way not permitted by Paragraph 9 above, or (b) software, other than the
         Software and other software previously approved by ADP in accordance
         with the provisions set forth in Paragraph 15 below, has been installed
         in the Equipment or the additional equipment.
E. Client shall permit ADP, or its designee, to have complete access to the
   Equipment and the additional equipment being maintained by it during normal
   business hours.
<PAGE>

15. NON-ADP PROVIDED SOFTWARE AND EQUIPMENT.
When Client requests ADP to give it the approval referred to in Paragraphs 9(D)
or 12(A) above, ADP will promptly notify Client if ADP reasonably believes
(after being advised of Client's intentions and having reasonable time to
review, to the extent it determines necessary in its sole and absolute
discretion, the likely effect of the proposed software or equipment addition)
that such software or equipment will degrade the performance of the Services,
Software and/or Equipment below their respective specifications and/or will
increase the Support Services and/or Maintenance Services which ADP, or its
designee, will have to perform on the Software or the Equipment, and the reasons
for such belief. Client will, upon request, demonstrate to ADP that degradation
in Services, Software and/or Equipment performance or increase in Support
Services or Maintenance Services is unlikely. If ADP determines that such
degradation in Services, Software and/or Equipment performance or increase in
Support Services or Maintenance Services is likely, ADP shall demonstrate such
anticipated performance degradation in Services, Software and/or Equipment or
increased Support Services or Maintenance Services, and Client shall have the
option of:
         (i) responding to such problems and satisfying ADP, in accordance with
         criteria to be mutually agreed to by ADP and Client, that the
         performance of the Services, Software and Equipment will not be
         degraded, and/or the Support Services or Maintenance Services required
         to be performed by ADP, or its designee, will not be increased, by such
         additional software or equipment, provided that ADP's consent shall not
         be unreasonable withheld; or
         (ii) as a condition of receiving ADP's approval for the use of the
         software or equipment in question, agreeing with ADP as to appropriate
         changes in ADP's warranties set forth in Paragraph 16 below, and in
         ADP's Support Services under Paragraph 9 above and/or Maintenance
         Services under Paragraph 14 above (and ADP's charge therefor), in order
         to enable ADP not to be breach of its obliagations under Pragraphs 9,
         14 and 15 hereof.
Client agrees it will not add any software or equipment that would degrade the
services ADP provides to its other clients, provided that ADP demonstrates to
Client such anticiapted degradation.

16. WARRANTY.
A. ADP warrants that the Services, the Software and the Client Software shich
   may be dveloped by ADP pursuant Paragraph 9(C) above will conform to their
   respective functional and technical specifications. Such specifications are
   subject to amendment, from time to time, by ADP in which case the Services,
   Software and ADP-developed Client Software will conform to their modified
   respective functional and technical specifications. This warranty shall not
   extend to Software and ADP-developed Client Software which has been altered,
   changed or modified in any way, not permitted by Paragraph 9 above, without
   ADP's prior written consent in each instance.
B. ADP represents and warrants that the Equipment and the additional equipment
   which is maintained by ADP, or its designee, will be in good working order
   during the period it is maintained by ADP hereunder. This warranty shall not
   extend to Equipment and/or additional equipment that has been subjected to
   misuse, neglect or accident or which shall have been altered or repaired
   other than by ADP, or its designee.
C. ADP warrants to Client that, except as provided in Paragraph 12(C) above,
   good title to the Equipment purchased from ADP shall be transferred to
   Client, free and clear of all liens, claims, encumbrances and security
   interests whatsoever.
D. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES, EXPRESS OR
   IMPLIED, WITH RESPECT TO THE SERVICES, THE SOFTWARE, THE ADP-DEVELOPED CLIENT
   SOFTWARE, THE EQUIPMENT, THE ADDITIONAL EQUIPMENT, THE SUPPORT SERVICES
   AND/OR THE MAINTENANCE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
   WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
<PAGE>

17. LIMITATION OF LIABILITY.
A. ADP's sole liability to Client or any third party for any claims,
   notwithstanding the form of such claims (e.g. contract, negligence, or
   otherwise), arising out of errors or omissions in the Services provided or to
   be provided by ADP hereunder and pursuant to the Schedules and caused solely
   by ADP shall be to furnish the correct report or data and to correct the
   applicable Client Files, provided that Client promptly advises ADP threof.
B. ADP will make every reasonable effort to have the Services available during
   the hours referred to in Paragraph 6 above. However, ADP cannot and does not
   guarantee such availability. Accordingly, ADP's sole liability to Client or
   any third party for claims, notwithstanding the form of such claims (e.g.,
   contract, negligence or otherwise), arising out of (i) the interruption in or
   delay of the Services provided or to be provided by ADP hereunder and
   pursuant to the Schedules or (ii) the unavailability of the ADP system, shall
   be to use its best efforts to resume the Services and/or to make the ADP
   system available, as promptly as reasonably practicable.
C. ADP shall not have any obligation or liability to Client or any third party
   (i) relating to or arising out of displaying or furnishing of data bases
   and/or securities and/or commodities information and prices, and related
   market and statistical information and prices based on such data bases or
   securities or commodities information and prices, (ii) for errors or
   omissions in collecting, processing, disseminating or displaying the same, or
   (iii) for the accuracy of data bases or securities or commodities information
   and prices, and related market and statistical information and prices
   displayed, carried or furnished by or through the Services, Software, Client
   Software developed by ADP pursuant to Paragraph 9(C) above, Equipment and/or
   additional equipment maintained by ADP. ADP shall not have any liability or
   obligation for the accuracy or display of Client's data and information, and
   with respect thereto Client shall defend, indemnify, save and hold harmless
   ADP, is successors and assigns against any and all actions, proceedings,
   claims, liabilities, demands and costs, damages, losses and expenses
   (including, but not limited to, reasonable attorney's fees) to which ADP may
   be subjected by furnishing such data and information or by reason of, but not
   limited to, any delays, errors, inaccuracies or omissions whatsoever with
   respect to the furnishing of such data and information.
D. ADP shall not have any liability under this Agreement and the Schedule hereto
   for any money damages resulting from claims made by Client or any third party
   for any and all causes covered by Paragraphs 17(A), 17(B), and 17(C) above.
   ADP's sole liability under this Agreement and the Schedules hereto for money
   damages resulting from claims made by Client or any third party arising from
   or related to any and all causes not covered by Paragraphs 17(A), 17(B) and
   17(C) above shall not exceed the lesser of (i) the amount of actual damages
   incurred by Client, and (ii) the amount which will not exceed one month's
   average total monthly charges paid by Client for the particular Services,
   Software, ADP-developed Client Software, Equipment, Support Services or
   Maintenance Services as to which Client's claim relates during the twelve
   months preceding the month in which the damage or injury is alleged to have
   occurred, or such lesser number of months if Client has not received twelve
   months of the applicable Services. Software, ADP-developed Client Software,
   Equipment, Support Services or Maintenance Services. Such damages shall be
   the full extent of ADP's monetary liability under this Agreement and the
   Schedules hereto regardless of the form in which any such legal or equitable
   claim or action may be asserted against ADP and shall constitute Client's
   sole monetary remedy.
E. ADP shall not be liable or deemed to be in default for any delay or failure
   to perform under this Agreement and the Schedules hereto or for interuption
   of the Services, Software, ADP-developed Client Software, Equipment,
   additional equipment maintained by ADP, Support Services and/or Maintenance
   Services resulting directly or indirectly from any cause beyond ADP's
   reasonable control.
F. As used in Paragraphs 17(A), 17(B), 17(C), 17(D) and 17(E) above, the term
   "ADP" shall be deemed to include each third party who provides ADP with any
   portion of the Services, Software, ADP-developed Client Software, Equipment,
   Support Services or Maintenance Services being provided, or which will be
   provided to Client. Such third party shall not have any direct or indirect
   liability to Client for monetary damage on account of the Services, Software,
   ADP-developed Client Software, Equipment, Support Services or Maintenance
   Services provided, or to be provided, by ADP hereunder.
G. IF NO EVENT WILL ADP BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR
   CONSEQUENTIAL DAMAGES WHICH CLIENT MAY INCUR OR EXPERIENCE ON ACCOUNT OF
   ENTERING INTO OR RELYING ON THIS AGREEMENT AND THE SCHEDULES HERETO, EVEN IF
   ADP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
<PAGE>
18. LAWS AND GOVERNMENTAL REGULATIONS.
A. Client shall be responsible (i) for compliance with all laws and governmental
   regulations affecting its business and (ii) for any use it may maxe of the
   Services to assist it in complying with such laws and governmental
   regulations, and ADP shall not have any responsibility relating thereto
   (including, without limitation, advising Client of Client's responsibilities
   in complying with any laws or governmental regulations affecting Client's
   business). While ADP shall not have any responsibility for Client's
   compliance with the laws and regulations referred to above, ADP agrees to use
   its best efforts to cause the applicable Services to be designed in such a
   manner that they will be able to assist Client in complying with its
   applicable legal and regulatory responsbilities; in no event shall Client
   rely solely on its use of the Services in complying with any laws and
   governmental regulations.
B. If after the date hereof any modifications to the Services shall be legally
   required, ADP shall, except to the extent such changes may be beyond the
   capability of ADP to implement modify the Services appropriately. If
   providing any of the Services to Client hereunder violates, or in ADP's
   opinion is likely to violate, any laws or governmental regulations. ADP may,
   upon written notice to Client, immediately cease providing the affected
   Services to Client.

19. PROPRIETARY RIGHTS INFRINGEMENT.
A. With respect to the Equipment and all Software not developed by ADP, to the
   extent permitted under ADP's agreements with manufactures of the Equipment
   and licensors of the non-ADP developed Software, ADP agrees to pass on to
   Client the Equipment manufacturers' and non-ADP developed Software licensors'
   proprietary rights infringement indemnification obligations; provided,
   however that Client acknowledges that Client acknowledges that the Equipment
   manufacturers and non-ADP developed Software licensors shall be fuly
   responsible for the payment of any award under the terms of their agreements
   with ADP and that ADP shall not have any responsibility relating thereto.
B. With respect to the Software, and/or the Client Software, developed by ADP,
   ADP warrants that such Software and/or ADP-developed Client Software is free
   from any claim of infringement of any United States patent, copyright,
   trademark or trade secret. ADP shall indemnify and hold Client harmless from
   any and all losses, claims, damages, liabilities, costs and expenses
   (including reasonable attorney's fees) arising out of any infringement by
   such Software and/or ADP-developed Client Software of any United States
   patent, copyright, trademark or trade secret of any third party providing
   that:
         (i) promptly after becoming aware of the existence of any claim or
         litigation for which indemnity may be sought under this Paragraph
         19(B). Client shall give ADP written notice thereof, together with any
         and all documentation related to such claim or litigation:
         (ii) ADP shall have full control over the defense and settlement of any
         claim or litigation for which indemnification is sought under this
         Paragraph 19(B); and
         (iii) Client shall cooperate with ADP in every reasonable way, at ADP's
         expense, to facilitate the defense or settlement of any such claim or
         litigation.
   If Client is enjoyed or otherwise prohibited from using such Software and/or
   ADP-developed Client Software, ADP shall, at its sole expense and at ADP's
   option, (x) procure for Client the right to continue using such Software
   and/or ADP-developed Client Software, or (y) substitute a non-infringing
   version of such Software and/or ADP-developed Client Software in a manner
   satisfactory to Client so that such Software and/or ADP-developed Client
   Software becomes non-infringing and still conforms to its applicable
   functional and technical specifications.
C. ADP shall have no liability for any claims of patent, copyright, trademark or
   trade secret infringement based on Client's use of the Equipment, the
   Software, and/or ADP-developed Client Software, in combination with
   software, equipment, data or services not supplied by ADP as part of this
   Agreement and the Schedule hereto (even if the procedures set forth in
   Paragraph 15 above have been complied with in connection therewith) or
   resulting from any modification or attempted modification of such Equipment,
   Software or ADP-developed Client Software made by anyone other than ADP, or
   its designee.

<PAGE>

20. DEFAULT BY CLIENT: REMEDIES UPON DEFAULT.
   Should Client (a) fail to pay when due any sum of money due hereunder or
   pursuant to any of the Schedules hereto, (b) default in the performance of
   any of its other obligations under this Agreement or any of the Schedules
   hereto, or (c) commit an act of bankruptcy or become the subject of any
   proceeding under the Bankruptcy Act or any state bankruptcy law, or become
   insolvent, or have any substantial part of its property become subject to any
   levy, seizure, assignment, application or sale for or by any creditor or
   governmental agency, then, in any such event, ADP, at its option, may, upon
   written notice thereof, (i) terminate this Agreement and/or any or all of the
   Schedules hereto, (ii) declare all amounts due and to become due under this
   Agreement and/or any or all of the Schedules hereto immediately due and
   payable, (iii) whether or not this Agreement and/or any or all of the
   Schedules hereto are terminated take immediate possession of any or all of
   the items of purchased Equipment not fully paid for, whether situated and for
   such purpose enter upon any premises without liability for so doing, and (iv)
   sell, dispose of, hold, use or lease any items of purchased Equipment not
   fully paid for, as ADP, in its sole discretion may decide. Client agrees to
   reimburse ADP for any and all expenses ADP may incur, including reasonable
   attorney fees, in taking any of the foregoing actions. The remedies contained
   in this Paragraph 20 are cumulative and are in addition to all other rights
   and remedies available to ADP under this Agreement and the Schedules hereto,
   by operation of law or otherwise.

21. PURCHASE OR FINANCING OF EQUIPMENT.
A. ADP agrees that for the purposes of purchasing and financing of Equipment to
   be purchased from ADP, Client may, at its option, either (i) purchase the
   Equipment directly from ADP, (ii) purchase the Equipment directly from ADP
   and then resell it to a thrid party financing organization which will then
   lease the Equipment to Client or (ii) arrange to have a third party financing
   organization purchase the Equipment directly from ADP for the sole purpose of
   leasing the Equipment to Client under the conditions set forth in Paragraph
   21(B) below.
B. (i) ADP's obligations under this Agreement and the applicable Schedules
   relating to the Equipment shall run solely to Client, ADP shall have no
   obligations under this Agreement and the applicable Schedules relating to the
   Equipment to any third party (including without limitation, obligations for
   Maintenance Services).
   (ii) Any Equipment sold to third parties in accordance with this Paragraph 21
   shall have the sole warranty that the Equipment will be in good working order
   when delivered to the applicable third party and, except to the extent set
   forth in Paragraph 12(C) above, will be, at the time of such delivery, free
   and clear of all liens, claims and encumbrances, EXCEPT AS STATED ABOVE AND
   AS SET FORTH IN THIS AGREEMENT AND THE APPLICABLE SCHEDULES, THERE ARE NO
   OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT
   (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
   FITNESS FOR A PARTICULAR PURPOSE).
   (iii) Client shall guarantee all obligations of the third party purchasing
   the Equipment hereunder to ADP, including timely payment.

22. GENERAL.
A. Client acknowledges that it has not been induced to enter into this Agreement
   and the Schedules hereto by any representation or warranty not set forth in
   this Agreement and the Schedules hereto. This Agreement and the Schedules
   hereto contain the entire agreement of the parties with respect to their
   subject matter and supersede all existing agreements and all other oral,
   written or other communications between them concerning their subject matter.
   This Agreement and the Schedules hereto shall not be modified in any way
   except by a writing signed by both parties.
B. This Agreement and the Schedules hereto may not be assigned by Client,
   without ADP's prior written consent. This Agreement and the Schedules hereto
   shall be binding upon and shall inure to the benefit of ADP and Client and
   their respective successors and permitted assigns.
C. If any provision of this Agreement and the Schedules hereto (or any portion
   hereof or thereof) shall be held to be invalid, illegal or unenforceable, the
   validity, legality or enforceability of the remainder of this Agreement and
   the Schedules hereto shall not in any way be affected or impaired thereby.
D. All notices shall be in writing and shall be forwarded by registered or
   certified mail and sent to ADP and Client at the addresses set forth on the
   first page of this Agreement or to any other address designated in writing
   hereafter. Any notice to ADP shall be sent Attention: President, Brokerage
   Information Services Group, and shall include a copy to Automatic Data
   Processing, Inc., One ADP Boulevard, Roseland, New Jersey 07088, Attention:
   General Counsel.
E. The headings in this Agreement and the Schedules hereto are intended for
   conveniance of reference and shall not affect their interpretation.
F. The individuals executing this Agreement and the Schedules hereto on behalf
   of ADP and Client each represent and warrant that they are duly authorized by
   all necessary action to execute this Agreement and the Schedules hereto on
   behalf of their respective principals.
G. A breach of any provision of Paragraph 10 or 11 of this Agreement will cause
   ADP or Client, as the case may be, irreparable injury and damage and therefor
   may be enjoined through injunctive proceedings in addition to any other
   rights or remedies which may be available to such party, at law or in equity.
H. This Agreement and the Schedules hereto shall be governed in all respects by
   the laws of the State of New Jersey, without giving effect to principles of
   conflicts of law.
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<S>                                                                           <C>
              ADP                                                            CLIENT
SECURITIES INDUSTRY SOFTWARE                                    ADVANTAGE TRADING GROUP INC

Approved by: /s/ Frederick J. Koczwara                         Approved by: /s/ Kevin M. Gagne/ Richard L. XXXXX
            --------------------------------                               -------------------------------------
             (Signature--Authorized Officer)                                  (Signature--Authorized Officer)

Name: Frederick J. Koczwara                                    Name: Kevin M. Gagne/ Richard L. XXXXX
      ---------------------------------                              ---------------------------------
              (Print or Type)                                                 (Print or Type)


Title: Vice President      Date: 3-9-01                        Title: C.E.O./President      Date: 2/22/01 / 2/22/01
       ---------------          --------                              -----------------          ------------------
       (Print or Type)                                                 (Print or Type)
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THIS AGREEMENT SHALL BECOME EFFECTIVE UPON BEING SIGNED BY AN AUTHORIZED OFFICER OF BOTH ADP AND CLIENT.
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</TABLE>