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                                                                    EXHIBIT 10.5


                     SHARED SERVICES AND EXPENSE AGREEMENT

                                                               February 7, 2001

Commercial Bank of New York
320 Park Avenue
New York, New York 10022

Gentlemen:

     This letter agreement (this "Agreement"), between CBNY Investment Services
Corp. (hereinafter referred to as "we", "us", or "our") when signed by
Commercial Bank of New York (hereinafter referred to as "you', "your" or
"yours") at the place indicated below, will be our agreement regarding (i) your
authorization for us to use certain space as offices for the sale to your
customers and others of such securities products and other financial services
as you and we shall mutually agree upon from time to time (such products and
services being hereinafter collectively referred to as "Brokerage Products"),
(ii) the engagement of certain of your employees to serve as registered
representatives in connection with the sale and provision of Brokerage
Products, and certain other employees to provide clerical and back office
functions for us and (iii) our payment for the use of space, and our payment of
expenses arising from, or in connection with, the sale or provision of
Brokerage Products.


                 ARTICLE 1 AUTHORIZATION TO USE OFFICE SPACE;
                        PROVISION OF BROKERAGE PRODUCTS

     1.1 (a) You will authorize us to use space to be agreed upon at your main
office at 320 Park Avenue, New York, New York and at your branch locations
(such space being hereinafter referred to as the "Office Space"). Such Office
Space will be clearly identified as occupied by us and distinguished from areas
where your depository and credit functions are performed. You will lease to us
desks, chairs, filing cabinets, telephones (to be listed in our name), and
other usual and customary office furniture, fixtures and equipment adequate for
the efficient operation of the Office Space, and you will be responsible for
the maintenance thereof and appropriate insurance coverage with respect
thereto.

     (b)You will provide to the Office Space, at your expense, cleaning and
janitorial services, maintenance, heat, light, electricity, air conditioning
and other utilities as and to the same extent provided for the balance of the
premises in which such Office Space is located, and all secretarial, clerical
and ministerial assistance, including but not limited to all office supplies,
photocopying and facsimile services (not including the handling of Brokerage
Product transactions) reasonably required for the operation of the Office
Space, and will be responsible for the physical compliance of the premises in
which the Office Space is located with all applicable leases.

     (c) You agree to provide access to the Office Space on a commercially
reasonable basis and to all duly authorized representatives of the Securities
and Exchange Commission ("SEC"), the National Association of Securities
Dealers, Inc. ("NASD"), and the New York State Securities Commission ("NYSSC")
in order to permit such representatives to inspect our books and records and
other relevant information in respect of the Brokerage Products.

     1.2 To the extent required, we will register the Office Space with the
NASD and with the NYSSC, and such other state securities authorities as may be
appropriate as a branch of us and, as such, each such office and the books and
records thereof shall be subject to inspection by such regulatory authorities.

     1.3 (a) You and we will select such individuals, including employees of
you and/or your affiliates, as you and we shall mutually agree upon, who will
be designated as joint employees of you and us ("joint employees") and certain
joint employees, as may be appropriate, as registered representatives qualified
to sell Brokerage Products, (upon their qualification for such registration,
hereinafter referred to as "jointly employed Registered Representatives").

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     (b) The jointly employed Registered Representatives shall be subject to
our exclusive supervision and control with respect to their sales of Brokerage
Products and related securities brokerage activities on our behalf. You
acknowledge that the jointly employed Registered Representatives will be
subject to discipline (including, without limitation, termination of their
status as registered representatives) by us, and with respect to their
securities business activities also by the NASD, the SEC, the NYSSC or such
other state securities authorities that may have jurisdiction. You will
cooperate with us in all respects in connection with the enforcement of any
sanctions imposed on the jointly employed Registered Representatives by us or
any of such authorities.

     (c) The compensation of the joint employees shall be in an amount as shall
be determined by you and us and shall be paid by you.

     1.4 We will offer Brokerage Products to your customers and others and will
process all such sales of Brokerage Products in accordance with the procedures
established by the issuers thereof ("issuers") and in accordance with legal and
regulatory requirements in the securities industry.

     1.5 For the one-year term of this Agreement we will pay you $120,000.00 in
respect of (i) basic use of the Office Space, all the furniture, fixtures and
equipment therein contained, the use of systems and access to your system
providers, and as compensation for the cleaning and janitorial services,
secretarial and clerical assistance and utilities provided and (ii) our share
of the compensation of all joint employees, and all other costs and expenses
incurred in connection with the provision of Brokerage Services. The amount
payable by us hereunder shall be payable in twelve (12) equal monthly
installments.


                               ARTICLE 2 GENERAL

     2.1 We shall, during the term of this Agreement, remain a member in good
standing of the NASD and Securities Investor Protection Corporation ("SIPC"),
and shall maintain our registration in good standing as a broker-dealer with
the SEC, the NYSSC, and with each other state securities regulatory authority
with which the performance of our duties and obligations hereunder requires us
so to be registered, and we shall be responsible for compliance with all
applicable laws, rules, regulations, guidelines and interpretations of the
NASD, the SEC, the NYSSC, and each other state securities authority in
connection with all offers and sales of Brokerage Products. You will, at your
expense, make all notice or other filings with all federal or state banking
regulatory authorities that are required in connection with this Agreement, and
will in all other respects be solely responsible for complying with all banking
laws applicable to you, your affiliates and your or your affiliates' employees
in connection with the services to be provided hereunder, but you shall not
otherwise be responsible for the acts or omissions of us or our directors,
officers, employees, independent contractors or agents (including jointly
employed Registered Representatives, when acting on our behalf) in connection
with the services provided by us pursuant to the arrangements contemplated
hereby.

     2.2 We will cause jointly employed Registered Representatives to disclose
to prospective customers when describing Brokerage Products that (i) the
Brokerage Products are being offered by or through us and (ii) the Brokerage
Products are not bank deposits, issued or guaranteed by you or your affiliates
and not insured by the Federal Deposit Insurance Corporation ("FDIC") or any
other governmental agency.

     2.3 You will, at your expense, promote to your customers the services to
be offered by us as you deem consistent with applicable law (without being
required to register as a broker-dealer and provided that you shall not
recommend or endorse in any way any Brokerage Products offered by us or
otherwise participate in the negotiation, offer or sale of Brokerage Products
on our behalf). All advertising and other publicity by you regarding the
services offered by us will indicate that (a) we are a registered broker-dealer
and member of the NASD and SIPC, (b) such services are offered by us, (c) the
Brokerage Products offered by us are (i) not bank deposits, (ii) not issued or
guaranteed by you or your affiliates, (iii) not insured by the FDIC or any
other governmental agency, and (iv) subject to investment risks, including
possible loss of principal invested, and (d) such materials are not



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a solicitation or promotion by you, and in all cases shall be subject to our
prior approval. We shall be responsible for the compliance for all marketing
and advertising materials prepared by us relating to Brokerage Products with
all applicable laws, rules, regulations, guidelines and interpretations of the
NASD, the SEC, the NYSSC, other appropriate state securities regulatory
authorities, and appropriate federal and state banking regulatory authorities.

     2.4 Neither you nor any of your employees other than jointly employed
Registered Representatives will, on our behalf, (a) hold yourself or themselves
out as representing us or attempt in any way to solicit or receive orders for
the purchase or sale of Brokerage Products, (b) give investment advice, (c)
take orders for the execution of Brokerage Product transactions, (d) accept or
deliver money or securities in connection with Brokerage Product transactions
(except that payments for Brokerage Products purchased may be made by checks
drawn on, and proceeds of securities sold may be deposited in, banking accounts
of our customers maintained with you or an affiliate of yours), or (e)
otherwise engage in the securities business; your authority and that of your
employees other than jointly employed Registered Representatives being limited
to referring inquiries regarding Brokerage Products to jointly employed
Registered Representatives at the Office Space or to our toll-free telephone
number or web site , distributing forms and publicity relating to the Brokerage
Products and the performance of other clerical or ministerial tasks Nothing
contained in this paragraph 2.4 shall derogate from your or your affiliates'
rights to engage in the securities business with respect to products other than
Brokerage Products.

     2.5 We will have the right, consistent with our obligations under
applicable securities laws, rules, regulations, guidelines and interpretations
and the Conduct Rules of the NASD, to (a) refuse to accept any application for
a brokerage account, (b) effect the sale of Brokerage Products to a customer,
(c) close a brokerage account already opened, (d) refuse to confirm and/or
cancel a confirmation, (e) reject a delivery or receipt of Brokerage Products
and/or money, or (f) refuse to execute any trade for the account of a customer.


     2.6 The term of this Agreement shall begin on the date all necessary
regulatory approvals are received and shall continue for a period of one year,
which may be extended for one or more successive one year terms by the mutual
consent of the parties hereto. Notwithstanding the foregoing, this Agreement
may be terminated by either party hereto at any time by written notice to the
other party given not less than six (6) months prior to the requested
termination date. In addition, this Agreement shall be terminated, or with our
consent, modified if, following reasonable notice and opportunity to be heard,
such termination or modification shall be required by appropriate banking
regulatory authorities. Upon expiration or termination of this Agreement, we
will surrender to you the Office Space together with all the furniture,
fixtures and equipment therein furnished by you, and you will surrender to us
any furniture, fixtures and equipment furnished by us and cease any use of our
name or logo in your signs, advertising materials or otherwise.

     2.7 You and we each represent to the other that you and we have the legal
authority to enter into this Agreement and carry out our respective obligations
hereunder without violation of any other agreement to which you or we are a
party or by which you or we are bound and without violation of any law
applicable to us.

     2.8 This Agreement may not be assigned by you or us without the prior
written consent of the other party, and shall be binding upon and inure to the
benefit of the parties hereto and their respective affiliates, permitted
successors and assigns.

     2.9 If any term or condition of this Agreement shall be invalid or
unenforceable to any extent or in any application, then the remainder of this
Agreement, and such term or condition except to such extent or in such
application, shall not be affected thereby, and each and every term and
condition of this Agreement shall be valid and enforced to the fullest extent
and in the broadest application permitted by law. In the event any of the
activities contemplated by this Agreement should be prohibited in so far as you
are concerned by any law, rule, regulation, guideline or interpretation
governing you, we shall upon receipt of written notice from you immediately
terminate the activity so prohibited.



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     2.10 This Agreement shall be governed by and construed under the laws of
the State of New York without giving effect to the conflict of law provisions
thereof. This Agreement constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof and supersedes all previous
agreements, written or oral, with regard to such subject matter.


     2.11 You represent that to the best of your information and belief after
due inquiry, neither you nor any of your affiliates have been convicted of or
otherwise involved in any act which, assuming that you or such affiliate are
deemed an "associated person" of us within the meaning of Section 3(a)(18) of
the Securities Exchange Act of 1934, would be grounds under Section 15(b)(4)
thereof for our censure, the placing of limitations on our activities,
functions or operations, or the suspension or revocation of our registration as
a broker-dealer.


     2.12 This Agreement may be executed in one or more counterparts, and the
counterpart or counterparts so executed shall constitute one and the same
agreement.


     If you are in agreement with the foregoing, please sign the enclosed
copies of this Agreement at the place indicated below and return them to us.


                                     Very truly yours,


                                     CBNY INVESTMENT SERVICES CORP.


                                     By:   /s/ Jose Aparecido Paulucci
                                       -----------------------------------------
                                           Jose A. Paulucci, Senior Executive
                                                             Vice President


                                     By:  /s/ Patricia Cappeto
                                       -----------------------------------------
                                          Patricia Cappeto, First Vice President


Accepted and agreed to as of
the date first above written:


COMMERCIAL BANK OF NEW YORK
By:  /s/ Jacob Berman
   -----------------------------
     Jacob Berman, President


By:  /s/ David J. Minder
   -----------------------------
     David J. Minder, Secretary






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