<PAGE>



                                                                    Exhibit 10.1

                           REMOTE PROCESSING AGREEMENT


                                     BETWEEN



                         SUNGARD FINANCIAL SYSTEMS INC.

                             a Delaware corporation

                                   ("SunGard")


                                       AND

                          TRADESTATION SECURITIES, INC.

                              a Florida corporation

                                  ("Customer")

                                      DATED

                                  June 10, 2003

By the signatures of their duly authorized representatives below, SunGard and
Customer, intending to be legally bound, agree to all of the provisions of this
Agreement and all Schedules and Addenda to this Agreement.

SUNGARD FINANCIAL SYSTEMS INC.       TRADESTATION SECURITIES, INC.

BY: /s/ Gerard Murphy                BY: /s/ Marc J. Stone
   --------------------------------      ---------------------------------------

PRINT NAME:  Gerard Murphy           PRINT NAME: Marc J. Stone
           ------------------------             --------------------------------

PRINT TITLE: President               PRINT TITLE: Vice President
            -----------------------              -------------------------------

DATE SIGNED: 6/11/03                 DATE SIGNED: 6/10/03
            -----------------------              -------------------------------


<PAGE>
1.       SERVICES

         1.1      Provision of Services. SunGard shall provide to Customer, and
                  Customer shall accept, the on-line processing, report services
                  and related services described on Schedule A to this Agreement
                  including the provision of data and services from Third Party
                  Providers ("System Services") available through use of
                  SunGard's proprietary applications software system identified
                  on Schedule A to this Agreement ("System") and the related
                  documentation listed on Schedule A ("Documentation"), as the
                  System Services, System and Documentation may be modified,
                  revised and updated in accordance with this Agreement.

         1.2      On-Line Processing Services. SunGard shall provide to Customer
                  the on-line processing services described on Schedule A. The
                  System will be available to Customer twenty-four hours a day
                  except during System maintenance. Customer will have on-line
                  access to the System during every day that any of the United
                  States securities markets are open ("Business Day"). On each
                  Business Day, SunGard will perform a daily batch cycle which
                  will begin at 8:30 p.m. Eastern Time and takes approximately
                  eight (8) hours for normal data processing, unless additional
                  processing is required by Customer ("Batch Cycle"). During the
                  Batch Cycle, access by Customer to the System is limited to
                  the inquiry functions. If Customer requests a delay in the
                  commencement of the Batch Cycle or if any clearing entities
                  are not available to be accessed by the System, Batch
                  Processing may be delayed and the System may not be available
                  for next Business Day processing for approximately eight (8)
                  hours after the commencement of the Batch Cycle. The SunGard
                  Facility will be staffed at SunGard's usual levels twenty-four
                  (24) hours a day commencing at 7:00 a.m. Eastern Time on
                  Monday through 7:00 p.m. Eastern Time Saturday, and on Sunday
                  from 7:00 a.m. Eastern Time to 7:00 p.m. Eastern Time.
                  Customer may request additional staffing by providing five (5)
                  days' prior written notice to SunGard. Such additional
                  staffing will be charged to Customer at SunGard's current
                  rates.

         1.3      Customer Data. Customer shall supply to SunGard all of the
                  data to be processed under this Agreement as described on
                  Schedule A and in the Documentation. Customer shall transmit
                  the data to SunGard by communications link or in another
                  manner described on Schedule A. Customer shall use
                  commercially reasonable efforts to ensure that any information
                  or data which it introduces into the System is accurate and
                  complete. Customer shall maintain copies of all source data
                  and current backup copies of all data supplied to SunGard,
                  and, subject to SunGard's obligations under Section 3.5,
                  SunGard shall have no liability for any loss or damage caused
                  by Customer's failure to maintain copies.

         1.4      Limited Use. Customer may use the System Services and
                  Documentation only in the ordinary course of its business
                  operations and for its own business purposes, including
                  processing of trades for Customer's day trading, equities and
                  options correspondent brokers ("Scope of Use"). Customer shall
                  use the System Services only in accordance with the
                  Documentation. Customer may use only the copies of the
                  Documentation that are provided by SunGard, except that
                  Customer may copy the Documentation to the extent reasonably
                  necessary for routine backup and disaster recovery purposes.

2.       INITIAL IMPLEMENTATION SUPPORT AND TRAINING

         2.1      Initial Implementation. SunGard shall provide and Customer
                  shall accept the Initial Implementation Support described on
                  Schedule C. This shall include delivery to Customer of the
                  Initial Copies of the Documentation defined on Schedule A and
                  assistance with any other implementation or related activities
                  described on Schedule C. Subject to the availability of
                  SunGard's personnel, SunGard shall provide to Customer
                  additional implementation support services reasonably
                  requested by Customer.

         2.2      Training. SunGard shall provide and Customer shall accept the
                  Minimum Training described on Schedule C. This shall include
                  basic training in the use of the System Services for a
                  reasonable number of Customer's


                                      -1-

<PAGE>

                  employees. Subject to the availability of SunGard's personnel,
                  SunGard shall provide to Customer additional training services
                  reasonably requested by Customer. SunGard shall provide
                  training at Customer's location(s) whenever SunGard and
                  Customer agree on-site training is appropriate.

3.       SUNGARD'S OTHER OBLIGATIONS

         3.1      Ongoing Support Services. SunGard shall provide the following
                  ongoing support services to Customer:

                  (a)      Telephone Support. SunGard shall provide to Customer,
                           during SunGard's normal business hours, Monday
                           through Friday from 7:30 a.m. Eastern Time to 7:30
                           p.m. Eastern Time (except that Customer and SunGard
                           may agree in advance to provide support services on
                           U.S. holidays), telephone consultative support
                           through SunGard's Customer Support Department
                           regarding Customer's proper and authorized use of the
                           System. During normal business hours, SunGard shall
                           use commercially reasonable efforts to provide access
                           to at least one of the following people: (i) the
                           primary support person for customer account, (ii) the
                           Relationship Manager for customer's account or (iii)
                           a senior manager of SunGard. In emergencies,
                           telephone consultative support will be provided
                           through SunGard's main number twenty-four (24) hours
                           a day seven (7) days a week.

                  (b)      Error Corrections. SunGard shall use commercially
                           reasonable efforts to correct failures of the System
                           to perform in accordance with the Documentation
                           ("Errors") as follows:

                          1.        Classification of Errors. An Error shall be
                                    classified in accordance with the following
                                    terms:

                                    Class 1 Error. A "Class 1 Error" is any
                                    Error that renders continued use of the
                                    System either impossible or seriously
                                    impractical and either interrupts production
                                    by Customer or makes continued production
                                    substantially costly to Customer.

                                    Class 2 Error.  A "Class 2 Error" is any
                                    Error that is not a Class 1 Error.

                           2.       Notification of Errors. Customer shall
                                    provide to SunGard reasonably detailed
                                    documentation and explanation, together with
                                    underlying data, to substantiate any Error
                                    and to assist SunGard in its efforts to
                                    diagnose, reproduce and correct the Error.
                                    SunGard shall provide to Customer a list of
                                    persons (in increasing positions of
                                    authority) and telephone numbers ("Calling
                                    List") for Customer to contact in order to
                                    report an error. When reporting any Error,
                                    Customer shall provide reasonably detailed
                                    documentation and explanation, together with
                                    underlying data, to substantiate the Error
                                    and to assist SunGard in its efforts to
                                    diagnose and correct the Error. Customer
                                    will immediately report any Error it
                                    believes is a Class 1 Error. If SunGard
                                    detects a Class 1 Error, then SunGard will
                                    promptly contact Customer. If SunGard
                                    detects a Class 2 Error, then SunGard will
                                    report such Class 2 Error to Customer as
                                    soon as is reasonably practicable.

                           3.       Response Time. SunGard shall use
                                    commercially reasonable efforts to respond
                                    to Customer's initial Error reports with
                                    off-site telephone consultation, assistance
                                    and advice within fifteen (15) minutes for
                                    Class 1 Errors and within one (1) hour for
                                    Class 2 Errors, but in any event, SunGard
                                    shall respond within four working hours. If
                                    SunGard fails to so respond, or if the
                                    designated person from the Calling List is
                                    not available when Customer makes contact
                                    with SunGard to report an Error, then
                                    Customer shall attempt to contact the next
                                    responsible person of the Calling List until
                                    contact is made and a designated person
                                    responds to the call.

                                    Class 1 Errors. For any Class 1 Error,
                                    SunGard shall take all reasonably necessary
                                    steps to supply a reasonable work-around or
                                    correction to Customer as soon as possible.


                                      -2-
<PAGE>

                                    This will include assigning qualified,
                                    dedicated staff to work on the Error 24
                                    hours per day, 7 days per week, at either
                                    the SunGard site or at Customer's site as
                                    mutually deemed necessary. Upon detecting or
                                    being notified of a Class 1 Error, SunGard
                                    shall immediately assemble the appropriate
                                    personnel to analyze the problem, identify
                                    potential solutions and determine the best
                                    plan of action. Customer shall participate
                                    in this process when necessary and provide
                                    SunGard with additional documentation and
                                    examples, if possible, to assist in
                                    resolving the Error. SunGard personnel shall
                                    be dedicated to resolving the Error until an
                                    acceptable work-around or correction is
                                    supplied or until Customer determines in its
                                    reasonable judgment after consultation with
                                    SunGard that a work around or correction
                                    cannot be produced. A SunGard representative
                                    shall keep Customer informed of the status.

                                    Class 2 Errors. For any Class 2 Error,
                                    SunGard shall work with Customer to document
                                    the Error through mutually established
                                    standards. Class 2 Errors shall be resolved
                                    according to mutually agreed priorities.
                                    SunGard personnel shall be dedicated to
                                    resolving Class 2 Errors through SunGard's
                                    normal software support procedures, provided
                                    they are commercially reasonable in the
                                    circumstances.

                           (c)      Billable Correction Services. If SunGard
                                    determines, reasonably and in good faith,
                                    that Customer has repeatedly reported Errors
                                    that did not, in fact, exist or were not
                                    attributable to a defect in the System or an
                                    act or omission of SunGard, then Customer
                                    shall, at SunGard's request, begin to pay
                                    for SunGard's investigation and related
                                    services for such improper, repeated Error
                                    reports at the service fees specified in
                                    Section 5.3. for such reported Errors.

         3.2      Modifications. SunGard shall provide to Customer, and Customer
                  shall accept, the following modifications to System Services:

                  (a)      SunGard shall provide modifications, revisions and
                           updates to the System Services which SunGard, in its
                           sole discretion, incorporates into the System
                           Services, without additional charge.

                  (b)      At SunGard's option and subject to the availability
                           of SunGard personnel, SunGard shall evaluate and, if
                           feasible and appropriate, produce and implement
                           Customer requests for modifications in the System
                           Services or the System. In SunGard's sole discretion,
                           it may implement requested modifications at no charge
                           in accordance with Section 3.1 (a) or offer them at
                           an additional charge in accordance with Section 3.4.
                           For purposes of clarity, Customer will receive from
                           SunGard the securities processing system that
                           processes back-office transaction processing
                           functionality for self-clearing and settlement
                           offered to SunGard's client base as described or
                           referenced in the Schedules and/or the Documentation
                           and includes the functionality set forth in Schedule
                           A1 (the "Functionality"), and for the services
                           described in Section 2 and 3.1 and the Schedules to
                           this Agreement, for the fees (if applicable and if
                           not waived) set forth in Schedule C and without
                           additional charges. In the event that Customer
                           requests additional functionality beyond the
                           Functionality then SunGard reserves the right to
                           charge for the requested functionality at the
                           professional services rates then in effect and under
                           terms to be mutually agreed upon prior to the
                           development of the functionality.

                  (c)      SunGard shall deliver updates to the Documentation
                           whenever SunGard determines, in its sole discretion,
                           that such updates are necessary. Such updates will be
                           included, at no extra charge, in the fees set forth
                           in Schedule C.



                                      -3-
<PAGE>

                  (d)      Customer shall accept modifications, revisions and
                           updates in the System Services, System and
                           Documentation, including changes in programming
                           languages, rules of operation and screen or report
                           format, as and when they are implemented by SunGard
                           and provided the modifications, revisions or updates
                           do not have a material adverse effect on the System
                           Services or impose additional material costs to
                           Customer (unless those costs are credited to
                           Customer). Customer acknowledges that modifications,
                           revisions and updates in the System Services and the
                           System permitted by this Agreement may result in
                           changes in the form, timing or other features of
                           on-line services, reports and other System Services
                           provided under this Agreement. If that will be the
                           case, Customer will be provided with adequate notice
                           and opportunity to make such changes.

         3.3      Enhancements. SunGard shall offer to Customer the opportunity
                  to purchase services available through use of refinements,
                  improvements and enhancements to the System which SunGard, in
                  its sole discretion, does not incorporate into the System
                  without additional charge.

         3.4      Consulting and Other Services. At Customer's reasonable
                  request and subject to the availability of SunGard's
                  personnel, SunGard shall provide to Customer conversion
                  assistance, consulting services, custom modification
                  programming, support services relating to custom
                  modifications, assistance with data transfers, assistance in
                  the use of the System Services security mechanisms and other
                  specialized support services with respect to the System
                  Services. These services shall be provided by SunGard at
                  Customer location(s) if SunGard and Customer agree that
                  on-site services are appropriate.

         3.5      Backup Copies and Disaster Recovery. SunGard will make a
                  backup copy, in digital form, of Customer's data files then in
                  SunGard' possession (i) at the end of each business day and
                  stored at an off-site location for a period of five (5)
                  business days and (ii) at the end of each month and saved at
                  an off-site location for a period of the twelve (12) months,
                  provided that the monthly data files for the first four (4)
                  months of any tax year will be saved until the fifth month of
                  the following tax year. SunGard will maintain an agreement for
                  backup processing services with an affiliated company
                  consisting of the right to use an installed, fully operational
                  computer system and networking capability subject to the
                  availability of computer and other hardware. The backup
                  processing will be performed by SunGard using backup copies
                  which will be sent to the backup facility. Customer will be
                  charged for any recovery services associated with any computer
                  hardware or communications equipment required for Customer or
                  its correspondent brokers to access the System that is not
                  located at the SunGard Facility. In the case of an emergency
                  requiring backup processing, SunGard will promptly contact the
                  person or persons designated in writing by Customer to be
                  notified in such circumstance.

         3.6      Special Processing. Upon the request of Customer and subject
                  to the limitations of the applications and hardware, SunGard
                  will use commercially reasonable efforts to provide special
                  processing services such as additional, customized reports or
                  other enhancements that are not included in the processing
                  services provided under this Agreement. Subject to the last
                  two sentences of Section 3.2 (b), such special processing
                  services will be provided for an additional charge agreed upon
                  by Customer and SunGard in writing. For purposes of this
                  Agreement, "Special Processing" shall mean any special
                  requests or specific customized development created for
                  Customer at Customer's request outside the scope of the
                  Functionality.

         3.7      Third Party Providers.

                  (a)      Customer hereby acknowledges and agrees that the
                           Third Party Data and Services provided under this
                           Agreement contain information obtained, selected and
                           consolidated by the Third Party Providers under the
                           authority of the Third Party Providers, that
                           Customer's use of the Third Party




                                      -4-
<PAGE>

                           Data and Services is authorized and regulated by the
                           Third Party Providers and further that the Third
                           Party Providers may require to be provided with
                           information and data about Customer and the Third
                           Party Users in connection with their provision of
                           Third Party Data and Services. Customer also
                           acknowledges that the Third Party Providers may
                           modify the Third Party Data and Services, discontinue
                           availability of Third Party Data and Services or
                           modify the rules concerning availability and
                           applicable royalty fees of any of the Third Party
                           Data and Services or require changes to the Third
                           Party Data and Services, in which case none of
                           SunGard or the Third Party Providers may be held
                           responsible for such modification and discontinuance.
                           Any changes required by the Third Party Providers
                           over which SunGard has no control shall be made a
                           part of this Agreement by SunGard's written notice of
                           any such changes to Customer. For a thirty (30) day
                           period after receiving such notice from SunGard,
                           Customer may reject such changes and terminate the
                           affected Third Party Data or Service by written
                           notice to SunGard. If such notice is not received by
                           SunGard within such thirty (30) day period, this
                           Agreement shall be modified by such changes, and
                           shall remain in full force and effect. As far as
                           pass-thru expenses pursuant to Section 5.10 or
                           described elsewhere in this Agreement are concerned,
                           based upon SunGard's review of Customer's
                           broker-dealer business operations as of the date
                           hereof, no Third Party Data and Services or Third
                           Party Providers will be used or engaged by SunGard on
                           Customer's behalf other than AT&T for communications
                           lines for the System and FTID for position pricing
                           data, and SunGard knows of no Third Party Data and
                           Services or Third Party Providers that Customer will
                           need to use and directly contract with other than
                           Loanet.

                  (b)      Customer shall comply with all applicable laws and
                           obtain all necessary consents from any person,
                           including its employees and the Third Party Users and
                           their respective employees, if any, regarding the
                           collection, use and distribution to SunGard of any
                           information or data regarding any Third Party User
                           and to the use by Customer and the Third Party Users
                           of the Third Party Data and Services for the purposes
                           set forth herein. The information and data may
                           include personal and other information about the
                           Customer, its employees, the Third Party Users and
                           their employees, including their use of the market
                           data. SunGard may use this information and data to
                           carry out its obligations under this Agreement,
                           including the provision of such information to the
                           Third Party Providers pursuant to this Agreement.

         3.8      Compliance by Parties. Customer shall be responsible for
                  compliance with all laws and governmental regulations
                  affecting its business, including, without limitation, the
                  laws and regulations of federal, state and local governments,
                  the rules, regulations and requirements of the SEC and other
                  government agencies, the NASD (and other applicable
                  self-regulatory organizations), major U.S. stock exchanges
                  (including NYSE, Nasdaq, AMEX, OPRA and the major regional
                  exchanges), and the National Securities Clearing Corporation
                  (NSCC), Options Clearing Corporation (OCC) and other clearing
                  organizations that have jurisdiction over clearing and
                  settlement of equities and equities options trades in the
                  United States (collectively, the "Regulatory Requirements").
                  Each party shall promptly communicate to the other party any
                  relevant legal or regulatory issues of which it becomes aware.
                  If, after the date hereof, any modifications to the System
                  Services or System shall be required to enable Customer to be
                  in compliance with Regulatory Requirements, then (a) for those
                  functions which are included in the Functionality, SunGard
                  will, using commercially reasonable efforts as soon as
                  reasonably practicable, and at SunGard's expense, change the
                  System Services or System to continue to conform to the
                  Regulatory Requirements for those functions or (b) for any
                  functions which are not included in the Functionality, the
                  development costs for the changes needed to comply with
                  Regulatory Requirements shall be at SunGard's expense;
                  provided, however, that, to the extent the aggregate
                  development costs of such modifications not included in the
                  Functionality ("Regulatory Development Costs") allocable to
                  Customer are greater than $600,000 in each contract year
                  commencing with the Effective Date, the aggregate Regulatory
                  Development Costs in excess


                                      -5-
<PAGE>

                  of $600,000 will be allocated proportionately (based on the
                  number of SunGard clients receiving services similar to the
                  System Services) across SunGard's client base subject to such
                  Regulatory Requirements. If such functionality is solely for
                  the benefit of Customer (meaning Customer is the only SunGard
                  client that requires new functionality to comply with a
                  Regulatory Requirement), then Customer agrees to bear the
                  Regulatory Development Costs of creating such functionality
                  and in that case SunGard shall not be responsible for the
                  initial $600,000 in development costs.

4.       CUSTOMER'S OTHER OBLIGATIONS

         4.1      Cooperation and Access to Facilities, Data and Employees.
                  Customer shall provide to SunGard access to Customer's
                  facilities, equipment, data and employees at reasonable times
                  and upon reasonable notice, and shall otherwise cooperate with
                  SunGard, as reasonably necessary for SunGard to perform its
                  implementation, training, support and other obligations under
                  this Agreement. Customer shall devote all equipment,
                  facilities, personnel and other resources reasonably necessary
                  to (a) implement the System Services and System, (b) be
                  trained in the use of the System Services and System and (c)
                  begin using the System and System Services in production on a
                  timely basis as contemplated by this Agreement. SunGard shall
                  not be responsible for any delays, costs, or increases in
                  third party fees associated with Customer's failure to timely
                  perform its obligations under this Section 4.

         4.2      Use of System and Software. Customer shall use the System,
                  System Services, and Software in production to process
                  Customer's business within the Scope of Use and, subject to
                  Section 9.3 of this Agreement, all new business generated
                  through the expansion of Customer's business. In the event
                  that Customer's use of the System, System Services and
                  Software goes beyond the Scope of Use and expansion of
                  Customer's business, SunGard and Customer shall try to
                  negotiate in good faith the terms and conditions of the new
                  services Customer seeks to add.

         4.3      Procurement of Hardware and Other Items. Customer shall be
                  responsible, at its expense, for procuring and maintaining the
                  communications equipment and lines, computer equipment,
                  software and all other out of pocket expenses, which comprise
                  the Specified Configuration described on Schedule A, and for
                  updating the Specified Configuration in accordance with
                  SunGard's published updates to Schedule A. SunGard has
                  provided Customer with a reasonably detailed list of the
                  required communications equipment and lines, computer
                  equipment and software, including the minimum and recommended
                  requirements therefor.

         4.4      Notices and Certifications. Customer shall give written notice
                  to SunGard whenever Customer intends to increase the
                  transaction volume by more than twenty five percent (25%) of
                  its then current volumes in less than a six month period to be
                  processed on the System. Customer shall promptly complete and
                  return to SunGard periodic certifications which SunGard, in
                  its sole discretion, may from time to time send to Customer,
                  certifying that Customer has complied and is then in
                  compliance with the provisions of Section 7. Customer hereby
                  advises SunGard that Customer's transaction volume, through
                  normal growth in the ordinary course of business (e.g., new
                  accounts), may increase by 25% or more in any 6-month period
                  over the Initial Term.

5.       PAYMENTS

         5.1      Initial Implementation Support and Minimum Training. All
                  SunGard fees and charges for Initial Implementation Support
                  and Minimum Training are hereby waived, subject to SunGard's
                  right to receive termination payments, if applicable, pursuant
                  to Section 8.



                                      -6-
<PAGE>

         5.2      Monthly Fees. On a monthly basis, beginning on the earlier of
                  the Monthly Fee Payment Start Date stated on Schedule A or the
                  first day of processing live trades on the System and
                  continuing until termination of this Agreement, Customer shall
                  pay to SunGard the fees described on Schedule C. Customer
                  shall pay minimum monthly fees for certain services in advance
                  as stated on Schedule C.

         5.3      Special Service Fees. Subject to the last two sentences of
                  Section 3.2 (b), Customer shall pay to SunGard the service
                  fees stated on Schedule C for conversion, consulting services,
                  custom modification programming, support services relating to
                  custom modifications, assistance with data transfers, and
                  other specialized support services under Sections 3.4. In each
                  case where service fees are not specified on Schedule C, then
                  the fees for such services shall be based upon SunGard's then
                  current standard professional fee rates in effect. SunGard's
                  standard professional fee rates in effect on the date of this
                  Agreement are stated on Schedule C and are subject to increase
                  in the ordinary course of business.

         5.4      Expense Reimbursements. During the initial implementation
                  period and whenever other services are mutually agreed upon by
                  the parties and provided by SunGard at a Customer location or
                  any other location requested by Customer other than one of
                  SunGard's locations, Customer shall reimburse SunGard for its
                  reasonable, out-of-pocket travel, lodging, meal and related
                  expenses incurred by SunGard personnel in providing such
                  services, in accordance with the SunGard Travel and Expense
                  Policy, a copy of which has been delivered to Customer.

         5.5      Other Fees. Customer shall pay to SunGard other fees stated on
                  Schedule C, if, as and when applicable.

         5.6      Taxes. The fees and other amounts payable by Customer to
                  SunGard under this Agreement do not include any taxes of any
                  jurisdiction that may be assessed or imposed upon the services
                  provided under this Agreement or the copies of the
                  Documentation provided to Customer, including sales, use,
                  excise, value added, personal property, export, import and
                  withholding taxes, excluding only taxes based upon SunGard's
                  net income. Customer shall directly pay any such taxes
                  assessed against it, and Customer shall promptly reimburse
                  SunGard for any such taxes payable or collectable by SunGard.

         5.7      Payment Terms. SunGard shall submit invoices to Customer on a
                  monthly basis for monthly fees and routine expense
                  reimbursements. SunGard shall submit invoices to Customer for
                  any other fees or expense reimbursements as and when incurred.
                  All invoices shall be sent to Customer's address for invoices
                  stated on Schedule A. Customer's payments shall be due within
                  thirty (30) days after receipt of invoice. Interest at the
                  rate of eighteen percent (18%) per annum (or, if lower, the
                  maximum rate permitted by applicable law) shall accrue on any
                  amount not paid by Customer to SunGard when due under this
                  Agreement, and shall be payable by Customer to SunGard on
                  demand. Except as provided in Section 6.2(c), all fees and
                  other amounts paid by Customer under this Agreement are
                  non-refundable.

         5.8      Fee Increases. SunGard will not increase the trade processing
                  fees (set forth in Schedule C1(1) or standard professional fee
                  rates in Schedule C3 for the initial term of the Agreement.
                  This does not include Third Party Provider charges which will
                  be billed to Customer by SunGard on a pass-thru basis.

         5.9.     Currency. All dollar amounts referred to in this Agreement and
                  any Product Schedule hereto are in United States Dollars.

         5.10.    Third Party Fees. The fees payable by Customer to SunGard in
                  accordance with this Section 5 do not include any applicable
                  royalties, costs, expenses and/or fees that may be imposed by
                  the Third Party Providers for the Third Party Data and
                  Services provided in accordance with this Agreement. Customer
                  shall




                                      -7-
<PAGE>

                  be solely responsible for, and shall pay, all such third party
                  fees as and when directed by SunGard or the Third Party
                  Providers.


6.       WARRANTIES AND LIMITATIONS

         6.1      Warranty of System Performance and Services. SunGard warrants
                  that the system will perform the Functionality as set forth in
                  Schedule A and in accordance with the Documentation. In
                  addition, SunGard shall use reasonable care in processing all
                  work and services transmitted to it by, or performed by
                  SunGard for, Customer. SunGard shall have no liability under
                  this Section 6.1 for how it processes work or performs
                  services unless, within sixty (60) days after discovery by
                  Customer, SunGard receives notice from Customer (in accordance
                  with Section 9.1) describing a processing error caused by
                  SunGard's failure to use reasonable care, together with
                  adequate supporting documentation and data. Upon receipt of
                  any such notice, SunGard's only obligation under this Section
                  6.1 is to correct the error and redo the work affected as soon
                  as reasonably practical at no additional charge, or, at
                  SunGard's option, to credit the charges applicable to the work
                  affected. Customer's data and files shall be handled in a
                  manner reasonably designed to ensure that viruses, delays or
                  other problems that may from time to time affect the data or
                  files of other SunGard clients do not harm, infect or corrupt
                  Customer's data or files or result in delays or other problems
                  in the processing, clearing or settlement of Customer trades.

         6.2      Right to Perform Services; No Infringement. SunGard warrants
                  to Customer that Customer has the full legal right to use the
                  System, and that SunGard has the full legal right to provide
                  the System, System Services, Software and Documentation, in
                  accordance with this Agreement, and that the System, System
                  Services, Software and Documentation, in the form delivered to
                  Customer by SunGard and when properly used for the purpose and
                  in the manner authorized by this Agreement, do not infringe in
                  any material respect upon any United States patent or
                  copyright or any trade secret or other proprietary right of
                  any person. SunGard shall defend and indemnify Customer and
                  Customer's affiliates, agents and employees against any third
                  party claim to the extent attributable to a breach or
                  violation of the foregoing warranty. SunGard shall have no
                  liability or obligation under this Section 6.2 unless Customer
                  gives written notice to SunGard within ten (10) days (provided
                  that later notice shall relieve SunGard of its liability and
                  obligations under this Section 6.2 only to the extent that
                  SunGard is prejudiced by such later notice) after any
                  applicable infringement claim is initiated against Customer
                  and allows SunGard to have sole control of the defense or
                  settlement of the claim. Subject to Customer's termination
                  rights under Section 8, the remedies provided in this Section
                  6.2 are the sole remedies for a breach of the warranty
                  contained in this Section 6.2. If any applicable infringement
                  claim is initiated, or in SunGard's sole opinion is likely to
                  be initiated, then SunGard shall have the option, at its
                  expense, to:

                  (a)      modify or replace all or the infringing part of the
                           System Services, System or Documentation so that it
                           is no longer infringing, provided that the System
                           Services do not change in any material adverse
                           respect; or

                  (b)      procure the right to continue using or providing the
                           infringing part of the System Services, System or
                           Documentation; or

                  (c)      remove all or the infringing part of the System
                           Services, System or Documentation, and refund to
                           Customer the corresponding portion of any monthly fee
                           paid in advance, in which case this Agreement shall
                           terminate with respect to the affected System
                           Services.



                                      -8-
<PAGE>

         6.3      Customer Material. Customer warrants to SunGard that Customer
                  has the full legal right to grant to SunGard the right to use
                  the designs, plans, specifications or other materials provided
                  by or on behalf of Customer for inclusion in the System,
                  System Services, Software, or Documentation ("Customer
                  Material") and that the Customer Material does not infringe in
                  any material respect upon any United States patent (issued as
                  of the date of this Agreement), copyright, trade secret or
                  other proprietary right of any Person. Customer shall
                  indemnify and defend SunGard (and any SunGard Affiliates
                  providing software or services under this Agreement) against
                  any third party claim to the extent attributable to a breach
                  or violation of the foregoing warranty. Customer shall have no
                  obligations with respect to the indemnity in this Section 6.3
                  unless SunGard promptly gives written notice to Customer
                  within ten (10) days after any applicable infringement claim
                  is initiated against SunGard and allows Customer to have sole
                  control of the defense or settlement of the claim.

         6.4      Conditions of Use. Customer represents and warrants to
                  SunGard, its Third Party Providers, agents, successors and
                  assigns and their respective employees (collectively, the
                  "Indemnified Group") that agreements between it and Third
                  Party Users expressly provide, and covenants that all such
                  agreements will provide, that none of the Indemnified Group
                  have or will have any liability for any representation,
                  warranty or condition, express or implied, with respect to any
                  services offered to the Third Party Users ("Customer's
                  Services"), the data and information provided thereby to the
                  Third Party Users or for any lost revenues, lost profits, loss
                  of business, or any incidental, indirect, consequential,
                  special, or punitive damages relating to the Third Party Users
                  use of the Customer Services. Customer shall indemnify and
                  defend the Indemnified Group from and against any of the
                  following: any and all claims, liabilities, and obligations
                  (including reasonable lawyer's fees) by any third party,
                  including Third Party Users, against the Indemnified Group and
                  arising out of Customer's or Third Party Users use of the
                  System, the System Services or the Documentation except to the
                  extent such claims, liabilities or obligations arise from, or
                  relate to, intentional misconduct, recklessness or gross
                  negligence on the part of SunGard or its agents or employees.

         6.5      Care of Data. SunGard shall use reasonable care in handling
                  tapes or other materials which encode or contain data
                  belonging to Customer. Unless caused by gross negligence or
                  intentional misconduct on the part of SunGard or its employees
                  or agents, SunGard's only obligation for breach of this
                  Section 6.5 shall be to replace or repair the tape or material
                  lost or damaged and to make reasonable efforts to regenerate
                  any lost data from backup copies maintained by SunGard or from
                  source data provided by Customer.

         6.6      Application of Data. SunGard shall have no liability for any
                  loss or damage resulting from any application of the results
                  obtained from the use of any services provided under this
                  Agreement or from any unintended or unforeseen results
                  obtained from the use of any services provided under this
                  Agreement.

          6.7     Harmful Code. The System Service and System shall not contain
                  Harmful Code. For purposes of this Agreement, the term
                  "Harmful Code" shall mean any computer code or programming
                  instructions that are intentionally and knowingly constructed
                  by SunGard with the ability to damage, interfere with, or
                  otherwise adversely affect computer programs, data files, or
                  hardware without the consent or intent of the computer user.
                  This definition includes but is not limited to,
                  self-replicating and self-propagating instructions commonly
                  called "viruses" and "worms." SunGard will use commercially
                  available virus protection software to check for any such
                  Harmful Code. This warranty shall only apply to the System
                  Services and Services at the time of distribution to Customer.

         6.8      Exclusion for Unauthorized Actions. SunGard shall have no
                  liability under any provision of this Agreement with respect
                  to any performance problem, claim of infringement or other
                  matter to the extent attributable to any unauthorized or
                  improper use or modification of the System or System Services,
                  any



                                      -9-
<PAGE>

                  unauthorized combination of the System or System Services with
                  other software (other than software included in the Specified
                  Configuration, which is authorized), or any breach of this
                  Agreement by Customer.

         6.9      Force Majeure. Except for Customer's payment obligations,
                  neither party shall be liable for, nor shall either party be
                  considered in breach of this Agreement due to, any failure to
                  perform its obligations under this Agreement (other than its
                  payment obligations) as a result of a cause beyond its
                  control, including any act of God or a public enemy, act of
                  any military, civil or regulatory authority, change in any law
                  or regulation, fire, flood, earthquake, storm or other like
                  event, disruption or outage of communications (including the
                  Internet or other networked environment), power or other
                  utility, labor problem, unavailability of supplies, or any
                  other cause, whether similar or dissimilar to any of the
                  foregoing, which could not have been prevented by the
                  non-performing party with reasonable care. Customer
                  acknowledges that availability of System Services is subject
                  to normal System downtime and that SunGard is not responsible
                  for delays or inability to access services caused by
                  communications problems. Customer shall not be charged for
                  periods that the System or System Services do not provide
                  material functions (other than normal System downtime and
                  temporary downtimes of Third Party Data and Services in the
                  ordinary course) as a result of force majeure events.

         6.10     Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,
                  SUNGARD MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR
                  WRITTEN, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF
                  MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
                  REGARDING THE SYSTEM, THE SYSTEM SERVICES OR ANY OTHER MATTER
                  PERTAINING TO THIS AGREEMENT.

         6.11     Exclusions. EXCEPT FOR A THIRD PARTY CLAIM UNDER SECTION 6.2,
                  OR A BREACH OF SECTION 7 (CONFIDENTIALITY) OR DAMAGES
                  OCCASSIONED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT
                  OF SUNGARD OR ITS EMPLOYEES OR AGENTS, SUNGARD'S TOTAL
                  LIABILITY UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES
                  EXCEED SIX HUNDRED THOUSAND DOLLARS ($600,000).

         6.12     Consequential Damage Exclusion. EXCEPT WITH RESPECT TO A
                  BREACH OF SECTION 7 (CONFIDENITIALITY), AND EXCEPT IN THE
                  EVENT OF DAMAGES OCCASIONED BY THE GROSS NEGLIGENCE OR
                  INTENTIONAL MISCONDCUT OF A PARTY OR ITS EMPLOYEES OR AGENTS,
                  UNDER NO CIRCUMSTANCES SHALL EITHER PARTY (OR ANY OF ITS
                  AFFILIATES) BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR
                  LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, OR ANY
                  INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL, OR
                  PUNITIVE DAMAGES OF ANY KIND, INCLUDING SUCH DAMAGES ARISING
                  FROM ANY BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS
                  AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF
                  CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR
                  OTHERWISE AND WHETHER OR NOT FORESEEABLE, EVEN IF THE PARTY
                  CAUSING THE DAMAGE HAS BEEN ADVISED OR WAS AWARE OF THE
                  POSSIBILITY OF SUCH LOSS OR DAMAGES.

         6.13     Data Exclusion. UNDER NO CIRCUMSTANCES SHALL SUNGARD AND ITS
                  AFFILIATED, OR ANY THIRD PARTY PROVIDERS BE LIABLE FOR TRUTH,
                  ACCURACY, SEQUENCE, TIMELINESS OR COMPLETENESS OF ANY
                  INFORMATION (INCLUDING THIRD PARTY DATA AND SERVICES) PROVIDED
                  BY OR PROCESSED BY THE SYSTEM, SOFTWARE, OR SUCH THIRD PARTY
                  PROVIDERS, FOR ANY INCONVENIENCE CAUSED BY THE LOSS OF THE
                  THIRD PARTY DATA AND SERVICES OR FOR ERRORS, MISTAKES OR
                  OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS IN THE
                  OPERATION OF THE SYSTEM, SYSTEM SERVICES OR SOFTWARE FROM
                  WHATEVER CAUSE.



                                      -10-
<PAGE>

         6.14     Trading Loss Exclusion. UNDER NO CIRCUMSTANCES SHALL SUNGARD
                  (OR ANY OF ITS AFFILIATES PROVIDING SOFTWARE OR SERVICES UNDER
                  THIS AGREEMENT) OR ANY THIRD PARTY PROVIDER BE LIABLE TO
                  CUSTOMER OR ANY OTHER PERSON FOR TRADING LOSSES, INACCURATE
                  DISTRIBUTIONS, LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS,
                  OR ANY OTHER LOSSES RESULTING FROM CUSTOMER'S USE OF THE
                  SYSTEM, SYSTEM SERVICES, SOFTWARE, OR THE SERVICES PROVIDED
                  HEREUNDER OR THE THIRD PARTY DATA AND SERVICES, WHETHER SUCH
                  LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT
                  (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE AND
                  WHETHER OR NOT FORESEEABLE, EVEN IF SUNGARD, ITS AFFILIATES OR
                  THIRD PARTY PROVIDERS ADVISED OR WAS AWARE OF THE POSSIBILITY
                  OF SUCH LOSS OR DAMAGES. CUSTOMERS USE OF THE SYSTEM, SYSTEM
                  SERVICES, SOFTWARE OR SERVICES PROVIDED UNDER THIS AGREEMENT
                  SHALL NOT BE DEEMED LEGAL, TAX OR INVESTMENT ADVICE.

         6.15     Open Negotiation. CUSTOMER AND SUNGARD HAVE FREELY AND OPENLY
                  NEGOTIATED THIS AGREEMENT INCLUDING THE PRICING WITH THE
                  KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED
                  IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.

         6.16     Other Limitations. The warranties made by SunGard in this
                  Agreement, and the obligations of each party under this
                  Agreement (except for each party's indemnification obligations
                  under Section 6.2 and 6.3, respectively, which covers the
                  parties and their respective affiliates) run only to each
                  party and not to its affiliates, its customers or any other
                  persons. Under no circumstances shall any other person be
                  considered a third party beneficiary of this Agreement or
                  otherwise entitled to any rights or remedies under this
                  Agreement. Neither party shall have any rights or remedies
                  against the other except as specifically provided in this
                  Agreement.

7.       CONFIDENTIALITY, OWNERSHIP AND RESTRICTIVE COVENANTS

         7.1      Confidential Information. All Confidential Information of one
                  party ("Disclosing Party") in the possession of the other
                  ("Receiving Party"), whether or not authorized, shall be held
                  in strict confidence, and the Receiving Party shall take all
                  steps reasonably necessary to preserve the confidentiality
                  thereof. One party's Confidential Information shall not be
                  used or disclosed by the other party for any purpose except as
                  necessary to implement or perform this Agreement, or except as
                  required by law, provided that the other party is given a
                  reasonable opportunity to obtain a protective order. The
                  Receiving Party shall limit its use of and access to the
                  Disclosing Party's Confidential Information to only those of
                  its employees whose responsibilities require such use or
                  access. The Receiving Party shall advise all such employees,
                  before they receive access to or possession of any of the
                  Disclosing Party's Confidential Information, of the
                  confidential nature of the Confidential Information and
                  require them to abide by the terms of this Agreement. The
                  Receiving Party shall be liable for any breach of this
                  Agreement by any of its employees or any other Person who
                  obtains access to or possession of any of the Disclosing
                  Party's Confidential Information from or through the Receiving
                  Party. Without limiting the generality of the foregoing,
                  confidential information of Customer's shall include
                  Customer's data, reports generated by SunGard from Customer's
                  data and the details of Customer's computer operations and
                  shall also include all information relating to Customer's
                  brokerage customers and their accounts and trading activity.
                  Confidential Information includes the terms, conditions,
                  provisions and, until publicly announced, the existence of
                  this Agreement and of the business relationship between
                  Customer and SunGard, none of which shall be disclosed by a
                  party without the consent of the other, which shall not be
                  unreasonably withheld or delayed, except as required by law or
                  pursuant to commercially reasonable confidentiality agreements
                  entered into in the ordinary course of business.



                                      -11-
<PAGE>

         7.2      SunGard's Proprietary Items and Ownership Rights. The
                  Proprietary Items are trade secrets and proprietary property
                  of SunGard, having great commercial value to SunGard. All
                  Proprietary Items provided to Customer under this Agreement
                  are being provided on a strictly confidential and limited use
                  basis. Customer shall not, directly or indirectly,
                  communicate, publish, display, loan, give or otherwise
                  disclose any Proprietary Item to any Person, or permit any
                  Person to have access to or possession of any Proprietary
                  Item. Title to all Proprietary Items and all related patent,
                  copyright, trademark, service mark, trade secret, intellectual
                  property and other ownership rights shall remain exclusively
                  with SunGard, even with respect to such items that were
                  created by SunGard specifically for or on behalf of Customer.
                  Customer Material is the proprietary property of Customer.
                  Customer hereby grants SunGard a non-exclusive, worldwide,
                  royalty free license to modify, copy, use or otherwise include
                  the Customer Material in the System, System Services and
                  Documentation. This Agreement is not an agreement of sale, and
                  no title, patent, copyright, trademark, service mark, trade
                  secret, intellectual property or other ownership rights to any
                  Proprietary Items are transferred to Customer by virtue of
                  this Agreement. All copies of Proprietary Items in Customer's
                  possession shall remain the exclusive property of SunGard and
                  shall be deemed to be on loan to Customer during the term of
                  this Agreement.

         7.3      Use Restrictions. Customer shall not do, attempt to do, nor
                  permit any other Person to do, any of the following:

                  (a)      use any Proprietary Item for any purpose, at any
                           location or in any manner not authorized by this
                           Agreement; or

                  (b)      make or retain any copy of any Proprietary Item
                           except as authorized by this Agreement; or

                  (c)      create or recreate the source code for the System, or
                           re-engineer, reverse engineer, decompile or
                           disassemble the System; or

                  (d)      modify, adapt, translate or create derivative works
                           based upon the System or Documentation, or combine or
                           merge any part of the System or Documentation with or
                           into any other software or documentation; or

                  (e)      otherwise use any Proprietary Item as part of any
                           effort to develop a program having any functional
                           attributes, visual expressions or other features
                           similar to those of the System to compete with
                           SunGard; or

                  (f)      remove, erase or tamper with any copyright or other
                           proprietary notice printed or stamped on, affixed to,
                           or encoded or recorded in any Proprietary Item, or
                           fail to preserve all copyright and other proprietary
                           notices in any copy of any Proprietary Item made by
                           Customer; or

                  (g)      sell, market, license, sublicense, distribute or
                           otherwise grant to any person, including any
                           outsourcer, vendor, consultant or partner, any right
                           to use any Proprietary Item, whether on Customer's
                           behalf or otherwise; or

                  (h)      use the System to conduct any type of service bureau
                           or timesharing operation or to provide remote
                           processing, network processing, network
                           communications or similar services to any person,
                           whether on a fee basis or otherwise.



                                      -12-
<PAGE>

         7.4      Notice and Remedy of Breaches. Each party shall promptly give
                  written notice to the other of any actual or suspected breach
                  by it of any of the provisions of this Section 7, whether or
                  not intentional, and the breaching party shall, at its
                  expense, take all steps reasonably requested by the other
                  party to prevent or remedy the breach.

         7.5.     Enforcement. Each party acknowledges that the restrictions in
                  this Agreement are reasonable and necessary to protect the
                  other's legitimate business interests. Each party acknowledges
                  that any breach of any of the provisions of this Section 7
                  shall result in irreparable injury to the other for which
                  money damages could not adequately compensate. If there is a
                  breach, then the injured party shall be entitled, in addition
                  to all other rights and remedies which it may have at law or
                  in equity, to have a decree of specific performance or an
                  injunction issued by any competent court, requiring the breach
                  to be cured or enjoining all Persons involved from continuing
                  the breach. The existence of any claim or cause of action that
                  a party or any other Person may have against the other shall
                  not constitute a defense or bar to the enforcement of any of
                  the provisions of this Section 7.

         7.6.     Regulatory Access. During the term of this Agreement, the
                  records regarding Customer, if any, that are maintained and/or
                  produced by SunGard under this Agreement will be made
                  available for examination and audit by any governmental agency
                  or regulator that has jurisdiction over Customer's business.
                  Each party will notify the other promptly of any formal
                  request by an authorized governmental agency or regulator to
                  examine records regarding Customer that are maintained by
                  SunGard. Customer will reimburse SunGard for the reasonable
                  out-of-pocket costs SunGard incurs in performing its
                  obligations under this Section.

8.       TERMINATION.

         8.1      Initial Term; Renewal. The initial term of this Agreement
                  shall be for the period commencing the date this Agreement is
                  signed by an authorized officer of SunGard and Customer and
                  ending three (3) years after the date the System Services and
                  System are first provided by SunGard to customer on a live
                  basis (the "Live Date") (the "Initial Term") and thereafter
                  unless and until terminated in accordance with this Section 8
                  or any other section of this Agreement. SunGard or Customer
                  may terminate this Agreement at or following the end of the
                  Initial Term by giving at least ninety (90) days advance
                  written notice of termination to the other.

         8.2      Termination by Customer. Customer shall have the right to
                  terminate its use of the System Services as follows:

                  (a)      subject to Customer's obligation to pay the Early
                           Termination Reimbursement (as defined below), at any
                           time prior to the Live Date, upon written notice of
                           termination to SunGard;

                  (b)      subject to Customer's obligation to pay the Live
                           Termination Payment (as defined below), at any time
                           following the Live Date upon written notice of
                           termination to SunGard effective no earlier than 30
                           days following the date of such written notice; or

                  (c)      upon written notice to SunGard, in the event that:

                                    (i) a Class 1 Error exists or occurs or,
                           through no fault of Customer, the System or System
                           Services fail to operate in any material respect, and
                           such Error or failure is not promptly corrected by
                           SunGard in a commercially reasonable manner and at no
                           charge to Customer within two (2) business days, or,
                           even if corrected within two (2) business days,
                           causes material adverse consequences to Customer, or

                                      -13-
<PAGE>

                                    (ii) a material breach or default by SunGard
                           of the Agreement has occurred and (x) such material
                           breach or default, if curable, has not been cured
                           within 30 days of SunGard's receipt of written notice
                           from Customer of such material breach or default
                           (provided, however, if such cure will take more than
                           30 days, and SunGard commences actions to cure within
                           said 30-day period and diligently continues until the
                           cure is made, Customer shall not have the right to
                           terminate) or (y) as a result thereof, Customer's
                           business or clearing operations suffers material
                           adverse consequences, or

                                    (iii) SunGard improperly denies Customer
                           access to the System Services (or any material part
                           thereof) or Customer's files maintained in the System
                           for more than one (1) business day or fails to
                           provide Customer any daily reports material to
                           Customer's business for more than two (2) consecutive
                           business days (or more than two times, even for one
                           business day, in any 90-day period), or

                                     (iv) A breach of warranty or infringement
                           of the kind discussed in Section 6.2 has occurred or
                           is imminent, and SunGard is not or able to remedy the
                           situation in a time or manner sufficient to prevent
                           material adverse effects on Customer's trade
                           processing, clearing and settlement operations, or

                                     (v) SunGard is unable to make, within a
                           reasonable time and a commercially reasonable manner
                           (and after being provided with reasonable notice) and
                           at no cost to Customer (except to the extent Customer
                           is required to contribute to the cost pursuant to
                           Section 3.8), modifications required for the System
                           to be or remain in compliance with any Regulatory
                           Requirements unless the continued effect of
                           noncompliance would not result in a substantial fine
                           or penalty, the continuous imposition of fines, or a
                           censure, sanction, suspension, expulsion or
                           cease-and-desist order on or of Customer or its
                           business activities.

                           Each of the foregoing is referred to as a
                           "Termination With Cause."

                  (d)      "Early Termination Reimbursement" means an amount
                           equal to the sum of (x) $100,000, plus (y) $50,000
                           per month for each month SunGard is on Customer's
                           site to perform Initial Implementation and Minimum
                           Training, plus reasonable out-of pocket expenses
                           incurred by SunGard pursuant to this Agreement to
                           achieve the Live Date; provided, however, if the
                           reason for termination is Customer's failure to
                           obtain a third-party or governmental consent,
                           approval, license or authorization to conduct any
                           business supported by the System, the payment shall
                           be said $50,000 per month plus reasonable
                           out-of-pocket expenses incurred by SunGard pursuant
                           to this Agreement to achieve the Live Date, but in no
                           event exceeding a total amount higher than $175,000.
                           In the event an Early Termination Reimbursement is
                           due, SunGard shall provide a reasonably detailed
                           statement of time and materials costs and
                           out-of-pocket expenses.

                  (e)      "Live Termination Payment" means: if the termination
                           notice specifies that Customer has decided to
                           terminate for any reason other than Termination With
                           Cause, or no specific reason, an amount equal to
                           $1,800,000 multiplied by a fraction, the numerator of
                           which is the number of full calendar months remaining
                           in the 36-month post-Live Date Initial Term and the
                           denominator of which is 36.

                  (f)      In the event of a termination by Customer pursuant to
                           Section 8.2 (a) or (b) above, the Early Termination
                           Reimbursement or the Live Termination Payment (as
                           applicable) and the amounts described in Section 8.5
                           shall be the only charge, cost or expense
                           reimbursement of any kind



                                      -14-
<PAGE>

                           that Customer shall be obligated to pay SunGard with
                           respect to termination, or any period following the
                           termination date. In the event of a Termination With
                           Cause, no Early Termination Reimbursement, Live
                           Termination Payment or other charge, cost or expense
                           shall be payable by Customer to SunGard.

         8.3      Termination by SunGard. SunGard may terminate this Agreement,
                  by giving written notice of termination to Customer (in
                  accordance with Section 9.1), upon the occurrence of any of
                  the following events:

                  (a)      Customer fails to pay to SunGard, within thirty (30)
                           days after SunGard makes written demand therefor, any
                           past-due amount payable under this Agreement
                           including interest thereon that is not the subject of
                           a Good Faith Dispute.

                  (b)      Customer breaches, in any material respect, any of
                           the provisions of Sections 7 and 9.3.

                  (c)      Customer materially breaches or defaults under this
                           Agreement and does not cure the material breach or
                           default within thirty (30) days after SunGard gives
                           written notice to Customer describing the breach in
                           reasonable detail; provided, however, if such cure
                           will take more than 30 days, and Customer commences
                           actions to cure within said 30-day period and
                           diligently continues until the cure is made, SunGard
                           shall not have the right to terminate.

                  (d)      Bankruptcy, insolvency, dissolution or liquidation
                           proceedings of any nature are instituted by Customer,
                           or against Customer (and not dismissed within 60
                           days), or Customer discontinues all or a significant
                           part of its business operations as a result of
                           insolvency.

         8.4      Suspension of Services. On the occurrence of any event which
                  would permit SunGard to terminate this Agreement under Section
                  8.3, in addition to all other rights and remedies which
                  SunGard may have at law or in equity, SunGard may, without
                  terminating this Agreement, and in its sole discretion and
                  without further notice to Customer, suspend performance of any
                  or all of its services under this Agreement and/or activate
                  internal controls in the System that are designed to deny
                  Customer access to the System Services and files, until and
                  unless SunGard determines, in its sole discretion and upon
                  whatever conditions SunGard chooses to impose on Customer, to
                  resume performance of some or all of the suspended services or
                  allow Customer access to the System Services and files.

         8.5      Effect of Termination. Upon a termination of this Agreement,
                  whether under this Section 8 or otherwise, subject to the
                  transition period activities contemplated under Section 8.6,
                  Customer shall immediately cease all use of the System
                  Services, Documentation and other Proprietary Items, Customer
                  shall promptly return to SunGard all copies of the
                  Documentation and any other Proprietary Items then in
                  Customer's possession. Customer shall remain liable for all
                  payments due to SunGard with respect to the period ending on
                  the date of termination, including any continuation of the
                  System and System Services until completion of the Termination
                  Transition Services. Within thirty (30) days after termination
                  of this Agreement, Customer shall give notice to SunGard
                  containing reasonable instructions regarding the disposition
                  of tapes, data, files and other property belonging to Customer
                  and then in SunGard's possession. SunGard shall comply with
                  that notice, except that SunGard may retain all such property
                  until SunGard receives any payments past due to SunGard under
                  this Agreement. Upon request contained in such notice, SunGard
                  shall convert Customer's data to machine readable form to the
                  extent practicable and at Customer's expense. If Customer
                  fails to give that notice within thirty (30) days after
                  termination of this Agreement, then SunGard may dispose of
                  such property as it sees fit, after giving at least 10 days
                  written notice to Customer. The provisions of Sections 5, 6
                  and 7 shall survive any termination of this Agreement, whether
                  under this Section 8 or otherwise. Notwithstanding anything to
                  the contrary contained in this Agreement, upon any termination
                  or notice of



                                      -15-
<PAGE>

                  termination the System and System Services shall not be
                  suspended or discontinued by SunGard until the transition
                  services described in Section 8.6 are completed. Both parties
                  agree to work diligently and in good faith to complete the
                  transition as soon as reasonably practicable

         8.6      Termination Transition Services.
                  Commencing upon any notice of termination or non-renewal of
                  this Agreement, SunGard shall provide to Customer, for a
                  period of up to six (6) months, the reasonable
                  termination/expiration assistance requested by Customer to
                  allow the System and System Services to continue without
                  interruption and to facilitate the orderly transfer of the
                  System and System Services to Customer ("Termination
                  Transition Services"). Termination Transition Services will be
                  provided on a time and materials basis based on the SunGard
                  Standard Professional Fees then in effect;.

                  SunGard shall provide all reasonable information and
                  assistance necessary to permit the transition of the System
                  and System Services and functions being performed by SunGard
                  to Customer. Without limiting the foregoing, SunGard shall:

                  (a)      Assist Customer in developing a plan for
                           transitioning the System and System Services back to
                           Customer;

                  (b)      Assist Customer in notifying relevant third parties
                           of the procedures to be followed prior to and during
                           the transition;

                  (c)      Assist Customer with the turnover of operational
                           responsibility, including reasonable assistance and
                           cooperation in the exercise of parallel operations,
                           monitoring, and testing; and

                  (d)      After turnover of operational responsibility, provide
                           assistance as reasonably requested by Customer to
                           assure continuity of service during the balance of
                           the period during which Termination Transition
                           Services are to be provided.


9.       OTHER PROVISIONS

         9.1      Notice. All notices, consents and other communications under
                  or regarding this Agreement shall be in writing and shall be
                  deemed to have been received on the earlier of the date of
                  actual receipt, the third business day after being mailed by
                  first class certified air mail, or the first business day
                  after being sent by a reputable overnight delivery service.
                  Any notice may be given by facsimile, provided that signed
                  written original is sent by one of the foregoing methods
                  within twenty-four (24) hours thereafter. Customer's address
                  for notices is stated on Schedule A. SunGard's address for
                  notices is 32 Crosby Drive, Bedford, MA 01730. Attention:
                  Contract Administration, with a copy to SunGard Data Systems
                  Inc., 1285 Drummers Lane, Wayne, Pennsylvania 19087,
                  Attention: General Counsel for any (a) notice by Customer
                  alleging a breach of this Agreement by SunGard, or (b) a
                  termination of this Agreement. Either party may change its
                  address for notices by giving written notice of the new
                  address to the other party in accordance with this Section
                  9.1.

         9.2      Defined Terms. As used in this Agreement, the following terms
                  have the following meanings:

                  (a)      "affiliate," whether capitalized or not, means, with
                           respect to a specified person, any person which
                           directly or indirectly controls, is controlled by, or
                           is under common control with the specified person as
                           of the date of this Agreement, for as long as such
                           relationship remains in effect.



                                      -16-
<PAGE>

                  (b)      "Confidential Information" means all business
                           information disclosed by one party to the other in
                           connection with this Agreement unless it is or later
                           becomes publicly available through no fault of the
                           other party or it was or later is rightfully
                           developed or obtained by the other party from
                           independent sources free from any duty of
                           confidentiality. Without limiting the generality of
                           the foregoing, Confidential Information shall include
                           Customer Data and the details of Customer's computer
                           operations and shall also include SunGard's
                           Proprietary Items. Confidential Information shall
                           include the terms of this Agreement, but not the fact
                           that this Agreement has been signed, the identity of
                           the parties hereto or the identity of the products
                           licensed under a Product Schedule.

                  (c)      "copy," whether capitalized or not, means any paper,
                           disk, tape, film, memory device, or other material or
                           object on or in which any words, object code, source
                           code or other symbols are written, recorded or
                           encoded, whether permanent or transitory.

                  (d)      "Customer Material" means the data, designs, plans,
                           specifications, invitations, improvements, works or
                           other materials provided by or on behalf of Customer
                           for inclusion in the System, System Services or
                           Documentation.

                  (e)      "Export Laws" means all laws, administrative
                           regulations, and executive orders of any Applicable
                           Jurisdiction relating to the control of imports and
                           exports of commodities and technical data, use or
                           remote use of software and related property, or
                           registration of this Agreement, including the Export
                           Administration Regulations of the U.S. Department of
                           Commerce, the International Traffic in Arms
                           Regulations of the U.S. Department of State, and the
                           Enhanced Proliferation Control Initiative.
                           "Applicable Jurisdiction" means the U.S. and any
                           other jurisdiction where any Proprietary Items will
                           be located or from where any Proprietary Items will
                           be accessed under this Agreement.

                  (f)      "Good Faith Dispute" means a good faith dispute by
                           Customer of certain amounts invoiced under this
                           Agreement. A Good Faith Dispute will be deemed to
                           exist only if (1) Customer has given written notice
                           of the dispute to SunGard promptly after receiving
                           the invoice and (2) the notice explains Customer's
                           position in reasonable detail. A Good Faith Dispute
                           will not exist as to an invoice in its entirety
                           merely because a certain amounts on the invoice have
                           been disputed.

                  (g)      "including," whether capitalized or not, means
                           including but not limited to.

                  (h)      "person," whether capitalized or not, means any
                           individual, sole proprietorship, joint venture,
                           partnership, corporation, company, firm, bank,
                           association, cooperative, trust, estate, government,
                           governmental agency, regulatory authority, or other
                           entity of any nature.

                  (i)      "Proprietary Items" means, collectively, the System
                           and Documentation, the object code and the source
                           code for the System, the visual expressions, screen
                           formats, report formats and other design features of
                           the System, all ideas, methods, algorithms, business
                           processes, formulae and concepts used in developing
                           and/or incorporated into the System or Documentation,
                           all future modifications, revisions, updates,
                           releases, refinements, improvements and enhancements
                           of the System or Documentation, all adaptations or
                           derivative works (as such term is used in the U.S.
                           copyright laws) based upon any of the foregoing, and
                           all copies of the foregoing.

                  (j)      "Third Party Data and Services" means the market data
                           or other data services provided by the Third Party
                           Providers.



                                      -17-
<PAGE>

                  (k)      "Third Party Providers" means the Exchanges and any
                           other third party which provides data services or
                           data to SunGard, including its data feed providers.

                  (l)      "Third Party Users" means, collectively, Customer's
                           customers and, if the processing of trades for
                           correspondent brokers is subsequently added to this
                           Agreement, any correspondent brokers and the
                           correspondent brokers' customers.

         9.3      Parties in Interest. This Agreement shall bind, benefit and be
                  enforceable by and against SunGard and Customer and, to the
                  extent permitted hereby, their respective successors and
                  assigns. Customer shall not assign this Agreement or any of
                  its rights hereunder, nor delegate any of its obligations
                  hereunder, without SunGard's prior written consent, which
                  shall not be unreasonably withheld or delayed.. SunGard's
                  consent shall not be required in the case of an assignment to
                  a purchaser of, or a successor to, substantially all of
                  Customer's business, or to an affiliate of Customer, provided
                  that SunGard receives prior notice of the assignment together
                  with the successor's written undertaking to assume all of
                  Customer's obligations under this Agreement (if Customer's
                  obligations hereunder will not be transferred by operation of
                  law); provided that SunGard's prior written consent (as
                  described above) shall be required in the case where the
                  assignee is a competitor of SunGard (such as ADP). In the case
                  of an assignment to a current customer of SunGard, SunGard's
                  consent shall not be required; provided, however, unless
                  Customer's business as acquired is conducted in a manner that
                  it is identifiable as separate from the business of the
                  acquirer (in which event this Agreement shall continue to
                  operate in accordance with its terms after the assignment),
                  and unless the acquirer's agreement with SunGard otherwise
                  provides, SunGard, Customer and the acquirer shall in good
                  faith negotiate terms for the combined business. Any change in
                  control of Customer, and any assignment by merger or otherwise
                  by operation of law, shall constitute an assignment of this
                  Agreement by Customer to a purchaser or successor for purposes
                  of this Section 9.3.

         9.4      Export Laws and Use Outside of the United States. Customer
                  shall comply with the Export Laws. Customer shall not export
                  or re-export directly or indirectly (including via remote
                  access) any part of the System or Confidential Information to
                  any country to which a license is required under the Export
                  Laws without first obtaining a license. If at any time SunGard
                  determines that the laws of any country have become
                  insufficient to protect its rights in the System, both parties
                  shall work in good faith to protect SunGard's rights in that
                  country.

         9.5      Employees. Neither party shall, directly or indirectly
                  (through one or more subsidiaries or other controlled
                  entities), hire or offer to hire any programmer or data
                  processing employee, business analyst or contractor of the
                  other at any time when such person is employed or engaged by
                  the other or during the six (6) months after such employment
                  or engagement ends. For purposes of this provision, "hire"
                  means to employ as an employee or to engage as an independent
                  contractor, whether on a full-time, part-time or temporary
                  basis. This provision will remain in effect during the term of
                  this Agreement and for a period of one (1) year after
                  expiration or termination of this Agreement.

         9.6      Entire Understanding. This Agreement, which includes and
                  incorporates the Schedules referred to herein, states the
                  entire understanding between the parties with respect to its
                  subject matter, and supersedes all prior proposals, marketing
                  materials, negotiations and other written or oral
                  communications between the parties with respect to the subject
                  matter of this Agreement. Any written, printed or other
                  materials which SunGard provides to Customer that are not
                  included in the Documentation are provided on an "as is"
                  basis, without warranty, and solely as an accommodation to
                  Customer.

         9.7      Modification Waiver and Severability. No modification of this
                  Agreement, and no waiver of any breach of this Agreement,
                  shall be effective unless in writing and signed by an
                  authorized representative of the party



                                      -18-
<PAGE>

                  against whom enforcement is sought. No waiver of any breach of
                  this Agreement, and no course of dealing between the parties,
                  shall be construed as a waiver of any subsequent breach of
                  this Agreement. A determination that any provision of this
                  Agreement is invalid or unenforceable shall not affect the
                  other provisions of this Agreement.

         9.8      Relationship. The relationship between the parties created by
                  this Agreement is that of independent contractors and not
                  partners, joint venturers or agents.

         9.9      Headings. Section headings are for convenience of reference
                  only and shall not affect the interpretation of this
                  Agreement.

         9.10.    Audit. SunGard may, at its expense and by giving reasonable
                  advance written notice to Customer, enter Customer locations
                  during normal business hours and audit the number of copies of
                  the Documentation in Customer's possession, the scope of use
                  and information pertaining to Customer's compliance with the
                  provisions of Sections 1, 7 or 9.3(c). If SunGard discovers
                  that there is an unauthorized scope of use or that Customer is
                  not in compliance with the provisions of Sections 1, 7 or
                  9.3(c) in any material respect, then Customer shall reimburse
                  SunGard for the expenses incurred by SunGard in conducting the
                  audit.

         9.11.    Counterparts. This Agreement may be executed in one or more
                  counterparts, each of which shall be deemed an original and
                  all of which together shall constitute one and the same
                  instrument. If this Agreement is executed via facsimile, each
                  party hereto shall provide the other party with an original
                  executed signature page within five (5) days following the
                  execution of this Agreement.

         9.12     Jurisdiction and Process. In any action relating to this
                  Agreement, (a) each of the parties irrevocably consents to the
                  exclusive jurisdiction and venue of the federal and state
                  courts located in New York, New York (b) each of the parties
                  irrevocably waives the right to trial by jury, (c) each of the
                  parties irrevocably consents to service of process by first
                  class certified mail, return receipt requested, postage
                  prepaid, to the address at which the party is to receive
                  notice in accordance with Section 9.1, and (d) the prevailing
                  party shall be entitled to recover its reasonable attorney's
                  fees (including, if applicable, charges for in-house counsel),
                  court costs and other legal expenses from the other party.

         9.13     Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
                  IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK EXCLUDING
                  CHOICE OF LAW.



                                      -19-
<PAGE>


SCHEDULE A
TO REMOTE PROCESSING AGREEMENT

                               DATED June 10, 2003

                         SYSTEM AND RELATED INFORMATION

--------------------------------------------------------------------------------

SYSTEM:     Phase3 System
            Including those Functionality Requirements set forth in Exhibit A1



DOCUMENTATION (INITIAL COPY TO INCLUDE THE FOLLOWING):
            Phase3 Reference Manuals
            Phase3 Report Manuals
            Release Notes
            User Memos




MONTHLY FEE PAYMENT START DATE: LIVE DATE, as defined in Section 8.1. SunGard
shall use all reasonable efforts to ensure that the Live Date occurs by November
15, 2003.





SPECIFIED CONFIGURATION:   3270 RUMBA
                           7.0 EMULATION SOFTWARE
                           INTERNET EXPLORER VERSION 5.5 OR HIGHER




ADDRESS FOR INVOICES:      Gabriel Ricciardelli
                           TradeStation Securities
                           8050 SW 10th Street, Suite 2000
                           Plantation, FL  33324

ADDRESS FOR NOTICES:       SAME




                                      -20-
<PAGE>


                                  Schedule "A1"

                           Functionality Requirements


o        ACH Subsystem
o        ACATS Subsystem
o        Auto Transfer Units
o        Central Asset Accounting: pertains to ATM, ACH, MMF, Checks, etc.
         (No charge as long as PNC bank is used by R+T)
o        CNS reconciliation
o        Communications: printers, ports and any other requisite equipment
o        Customer Inquiry Positions Pricing
o        Data Retrieval Interface
o        Deposit Automation Management Interface
o        Depository Position Reconciliation--Daily w/DTC
o        Dividend Record Date Positions Reconciliation
o        Dividend Reinvestment Subsystem
o        Electronic and Paper Confirmations and Statements
o        Enhanced Institutional Delivery Subsystem
o        Fluid Segregation Reporting Subsystem
o        Fund/Serv Interface
o        G/L Module
o        Haircuts Reports
o        J.J. Kenny Interface
o        Large Option Position Reports
o        Loanet Interface
o        Margin Subsystem
o        Master Limited Partnership Transmission
o        Memo Segregation
o        Money Market/Shareholder Accounting
o        NSCC Networking: all levels
o        OATS, INSITE, Rule 382 and other regulatory reporting
o        OCC Reconciliation: Omnibus relationships for options
         execution/clearing
o        Option Building Program
o        Option Expiration Weekend Processing
o        Periodic payments Subsystem
o        Post Trade Accounting: basically NSCC, , OCC and Client reconciliation
         (CUSIP, settlement date, size and price)
o        Prime Broker Interface (for DVP/RVP accounts)
o        Reorganization Subsystem
o        Reorganization Notification Program
o        Automated Feed Interface: FII ( Financial Information, Inc.)
o        Safekeeping (Stock Record)
o        Sales Inquiry Subsystem


                                      -21-

<PAGE>

o        Same Day, T+1, T+2 (accelerated) settlement
o        Self-Directed IRA Subsystem
o        SIAC Reports
o        SWP/PAC Processing
o        Tax Lot Accounting
o        Transaction Upload Process



                                      -22-