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                                                                   Exhibit 10.10


Cisco Systems, Inc.                                 Agreement No.: ____________
CONFIDENTIAL

                               CISCO SYSTEMS, INC.
                       NETWORK SUPPORTED ACCOUNT AGREEMENT


This Network Supported Account Agreement ("Agreement") is made and entered into
this 21 day of May 1996 ("Effective Date"), by and between Cisco Systems, Inc.,
a California corporation, with offices at 170 West Tasman Drive, San Jose,
California 95134 ("Cisco"), and New York Mercantile Exchange, a New York
corporation, with offices at 4 World Trade Center, New York, NY 10048 ("Buyer").
Cisco agrees to furnish NSA (Network Supported Account) services ("NSA
Services") identified below, subject to the terms and conditions of this
Agreement.



All notices intended for the parties shall be effective if sent to their
respective address above; if to Cisco, attention Customer Service Manager, if to
Customer, attention: General Counsel, Chief Information Officer ("Notice").


The NSA program is intended to supplement an existing hardware and/or software
maintenance Agreement. No hardware nor software support of any kind is offered
under this NSA agreement.

IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have caused this Agreement to be duly executed as of the Effective Date.


CISCO SYSTEMS, INC.                           NEW YORK MERCANTILE EXCHANGE



By:      /s/ William Conlon                   By:      /s/ Allen J. Feryus
   ______________________________________        ______________________________

Name:    William Conlon                       Name:    Allen J. Feryus
     ____________________________________          ____________________________

Title:   V.P. Worldwide Sales Finance         Title:   Sr. Vice President
      ___________________________________           ___________________________

Date:    10/4/96                              Date:    9/30/96
     ____________________________________          ____________________________



                          GENERAL TERMS AND CONDITIONS

1.       TERM. This Agreement will commence, with respect to the O.N.E. Phase
         Products (as defined in the Volume Purchase Agreement dated as of even
         date herewith, by and between Buyer and Cisco ("Volume Purchase
         Agreement"), on January 1, 1997 (unless Buyer places any such Products
         into live service earlier, in accordance with the Volume Purchase
         Agreement) and will continue in full force and effect until 15 months
         from such date unless earlier terminated pursuant to the terms and
         conditions contained herein. Cisco will provide notice to Buyer ninety
         (90) days prior to the end of the then-current term indicating whether
         Cisco intends to renew this Agreement. In the event Cisco desires to
         renew this Agreement, Buyer will respond to Cisco's notice within
         thirty (30) days of Buyer's receipt of such notice indicating whether
         Buyer desires to renew this Agreement. In the event either party hereto
         decides not to renew this Agreement, this Agreement will terminate at
         the end of the then-current term.

2.       SERVICE RESPONSIBILITIES OF SELLER. For the yearly maintenance charge
         stated herein (see Section 5), Cisco shall provide the NSA Services
         described below:

         A.       Cisco agrees to designate an expert team of support personnel
                  ("NSA Support Team") to act as the primary interface with
                  Buyer. Each member of the NSA Support Team will be
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CONFIDENTIAL

                  a Cisco Certified Internetworking Expert ("CCIE") in a
                  specific area: at least one each in local-area networking,
                  wide-area networking, and IBM networking. One NSA Support Team
                  member will be the primary point of contact for all of the
                  Buyer's technical support needs, both proactive and reactive.
                  The other members of the NSA Support Team will function both
                  as additional resources and as backups for the primary
                  contact. Each member of the NSA Support Team will carry pagers
                  and cellular phones and will be available from 5:00 A.M. to
                  6:00 P.M. Pacific Time, Monday through Friday, excluding
                  Cisco's holidays as set forth In APPENDIX A. Each member of
                  the NSA Support Team will be familiar with the Buyer's staff,
                  operations, on-line topology and network. The NSA Support Team
                  will keep diagrams and updated configurations of Buyer's
                  internetworks on file at the Cisco Technical Assistance Center
                  (TAC).

         B.       Upon execution of this Agreement, Cisco shall schedule with
                  Buyer, as mutually agreed, one three-day visit to Buyer's site
                  to review Buyer's network and operations. Additional visits
                  will be as mutually agreed. During the initial visit, the NSA
                  Support Team will develop an understanding of Buyer's
                  business, network, and procedures and familiarize itself with
                  the support staff. Further, the NSA Support Team will work
                  with Buyer to ensure that the latest configuration files and
                  topology maps of Buyer's networks, including software release
                  information, are on file with Cisco. The NSA Support Team will
                  also develop, together with Buyer's staff, a set of mutually
                  agreed upon procedures and contacts for placing support calls
                  and resolving problems under this Agreement.

         C.       The NSA team will provide support for the escalation of
                  critical problems impacting the Buyer's network. For normal,
                  non-critical problem resolution involving hardware failure or
                  software problems, the Buyer should contact the technical
                  assistance center of their service provider.

         D.       The NSA Support Team will preview any new configuration or
                  configuration changes to Buyer's network before installing
                  them in the network to help prevent the possibility of
                  installing a faulty configuration. Further, the NSA Support
                  Team will use commercially reasonable efforts to periodically
                  monitor Cisco's list of bugs and check the relevance of such
                  list to Buyer's network. In the event the NSA Support Team
                  finds any relevant bugs, it will disclose such bug information
                  to Buyer, which disclosure shall include any known conditions
                  of the occurrence of such bugs, the symptoms, and possible
                  workarounds or applicable software fixes.

         E.       Upon Buyer's prior written request, the NSA Support Team shall
                  use commercially reasonable efforts to review Buyer's network
                  design and configuration. The NSA Support Team will provide
                  written report summary of Buyer's information, change impact
                  analysis and alternative recommendations, including, without
                  limitation, information regarding the impact that fixes to
                  known bugs, software maintenance releases, or new software
                  releases can have on Buyer's network. In the event Buyer
                  decides to make any changes to its network, the NSA Support
                  Team will assist Buyer's staff in developing a plan to
                  minimize the risk to Buyer's network operations.

         F.       Cisco will schedule weekly conference calls, at a time
                  mutually agreed, to review the status of the Agreement and the
                  NSA Services being provided, including, without limitation,
                  discussing the status of all existing trouble tickets,
                  evaluating the priority and escalation requirements of
                  critical issues and informing Buyer's staff of any new bugs
                  that may impact their networks and any new tools that may be
                  available to enhance Buyer's network performance.

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         G.       Upon written request of Buyer, Cisco agrees to make available
                  a designated support contact on a 24-hour 7-day a week standby
                  basis to remotely assist Buyer in major network service
                  changes (e.g. major hardware or software upgrade, major site
                  installation). Buyer agrees to submit a detailed request and
                  schedule to Cisco prior to any such activity. Such requests
                  shall be limited to two (2) events per month with total
                  standby time not to exceed forty eight (48) hours in any one
                  month period. In the event Buyer requires additional NSA
                  Services, the parties agree to negotiate in good faith the
                  terms, conditions and maintenance fee for such additional NSA
                  Services.

         H.       Cisco will make NSA Services available in accordance with the
                  Problem Prioritization and Escalation Guideline described in
                  Appendix B.

3.       SERVICE RESPONSIBILITIES OF BUYER

         A.       Buyer shall provide Cisco reasonable electronic access to
                  Buyer's network to assist the NSA Support Team in providing
                  NSA Services.

         B.       Buyer shall designate at least two (2) but not more than five
                  (5) technical representatives, who must be Buyer's employees
                  in a centralized network support center (Buyer's Technical
                  Assistance Center [TAC]), to act as the primary technical
                  interface to the NSA Support Team. Buyer agrees to maintain
                  not less than two (2) Cisco Certified Internetworking Expert
                  trained employees within one (1) year from the start of this
                  contract as designated contacts. Buyer's TAC shall maintain
                  centralized network management for all networks supported
                  under this Agreement.

         C.       Buyer's TAC shall provide Level 1 support to their end users.
                  Level 1 support is defined as having the necessary technical
                  staff with the appropriate skills to perform installations,
                  remedial hardware maintenance and basic hardware and software
                  configurations on Cisco products.

         D.       Buyer's TAC shall provide Level 2 support to their end users
                  for equipment. Level 2 support is defined as having the
                  necessary technical staff with the appropriate skills to
                  perform isolation, replication and diagnosis of
                  internetworking based problems on Cisco equipment. Buyer shall
                  not report software bugs to Cisco prior to attempting to
                  identify the source of such bugs and testing in Buyer's
                  network where appropriate. If the Buyer cannot duplicate the
                  bug in Buyer's network, Buyer and Cisco will cooperate in
                  attempting to replicate and resolve related software bugs in
                  either Buyer's or Cisco's test facility as mutually agreed. In
                  all cases Buyer will address software bugs on a best effort
                  basis to replicate same in Buyer's network and document
                  activity to Cisco before seeking further resolve with Cisco's
                  participation.

         E.       BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS SOLELY
                  RESPONSIBLE FOR DETERMINATION AND IMPLEMENTATION OF ITS
                  NETWORK DESIGN REQUIREMENTS. IN NO EVENT SHALL SELLER BE
                  LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION
                  CONTAINED IN ANY DESIGN REPORT, NOR FOR INCIDENTAL OR
                  CONSEQUENTIAL DAMAGES RESULTING FROM THE FURNISHING,
                  PERFORMANCE, OR USE OF SUCH INFORMATION.

         F.       Buyer shall bear the cost of all reasonable travel expenses of
                  Cisco if Cisco is requested to perform on-site visits other
                  than the initial setup visit described in Section 2.E. In


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CONFIDENTIAL

                  such case, engineering time will be billed at the travel and
                  labor rates referred to in Appendix A.

         G.       Deleted.

         H.       Buyer will provide Cisco with a priority level for all calls
                  placed with Cisco (see Appendix B.).

         I.       Buyer will provide Cisco a network topology map and topology
                  updates as required to support Buyer's network.

4.       SERVICES NOT COVERED BY THIS AGREEMENT

         A.       Customization of existing software for non-standard
                  applications.

         B.       Labor to install firmware at Buyer's location.

         C.       Travel and other associated expenses required to visit Buyer's
                  location, except as required herein.

         D.       Support or replacement of software that is altered, modified,
                  mishandled, destroyed or damaged by natural causes or damaged
                  due to negligence of Buyer.

         E.       Software problems resulting from third party products used by
                  Buyer without Cisco's consent or causes beyond Cisco's
                  control.

         F.       Software support that has been superseded by a maintenance
                  release by twelve (12) months or two (2) Software releases.

         G.       Any hardware upgrade of equipment required to accept a new
                  software release.

5.       NSA CHARGES

         A.       The charges for NSA Services shall be based on the pricing
                  schedules set forth in Appendix A and Appendix C, attached
                  hereto, and are payable in US Dollars.

         B.       Cisco will notify Buyer of any changes to the pricing schedule
                  for any Renewal Term upon sixty (60) days' Notice prior to the
                  beginning of such term; provided, however, that the percentage
                  of any price increase shall not exceed the Consumer All-Urban
                  Price Index inflation rate as published by the U.S. Government
                  for the calendar year immediately preceding the calendar year
                  in which such price increase will be effective. In the event
                  of any price increase, Buyer may exercise its option not to
                  renew this Agreement without liability to either party hereto
                  by giving written notice to Cisco thirty (30) days prior to
                  the end of the then-current term.

         C.       Cisco acknowledges and agrees that:

                  1.       Battery Park City Authority ("BPCA") is making
                           available to Buyer certain sales and use tax benefits
                           in connection with Cisco's provision of the Services
                           to Buyer hereunder (the "Work") and, more
                           specifically, that materials purchased in connection
                           with the Work, and equipment and items of personal
                           property


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Cisco Systems, Inc.                                 Agreement No.: ____________
CONFIDENTIAL

                           purchased for incorporation into and as part of the
                           Work, are exempt from sales and use tax provided
                           that:

                           (i)      such materials, equipment or items of
                                    personal property have a useful life of one
                                    (1) year or more, and are not consumables;
                                    and

                           (ii)     such materials, equipment or items of
                                    personal property are installed and used in
                                    that certain building to be constructed and
                                    improved by or on behalf of Buyer on Site 15
                                    in Battery Park City (the "NYMEX Building"),
                                    New York, New York (the "NYMEX Building"),
                                    15 Maiden Lane, New York, New York, 22
                                    Cortlandt Street, New York, New York and
                                    Four World Trade Center, New York, New York.

                           Cisco further acknowledges and agrees that, in order
                           for Buyer to enjoy the sales tax exemption, all
                           materials, equipment and items of personal property
                           must be purchased by Cisco, in each case as agent (or
                           subagent) for BPCA. The agency, and the resulting
                           sales tax exemption, are evidenced in a Sales Tax
                           Letter heretofore delivered by BPCA to Buyer, and
                           attached to the Volume Purchase Agreement as Exhibit
                           E. Cisco understands that the exemption described
                           herein is an exemption from the sales or use tax that
                           is payable in connection with the acquisition of
                           certain materials to be installed in the NYMEX
                           Building - and that labor (including installation
                           labor) and services, and the resale of items
                           originally subject to tax, are and shall remain
                           exempt from sales tax;

                  2.       This Agreement relates to (i) the purchase or lease
                           of materials and fixtures for installation in, and/or
                           the construction of and any repairs and renovations
                           made to, the NYMEX Building, (ii) the purchase or
                           lease of equipment, machinery, furniture and
                           furnishings for use by Buyer and its members and
                           affiliates in the NYMEX Building and in certain
                           facilities of Buyer located at 22 Cortlandt Street
                           and at 4 World Trade Center, New York, New York and
                           (iii) the maintenance or repair of any of the
                           foregoing (the foregoing, collectively, the "NYMEX
                           Project"). The sales tax exemption provided with
                           respect to this Agreement shall only be available for
                           the NYMEX Project;

                  3.       In no event shall BPCA have any liability (directly,
                           indirectly or otherwise) or performance obligation
                           under this Agreement;

                  4.       This Agreement is being delivered by Buyer on the
                           understanding that no amount of sales or use taxes is
                           included in the contract price and that all charges
                           under this Agreement shall exclude all taxes, duties
                           or charges of any kind (including, without
                           limitation, withholding or value added taxes) imposed
                           by any federal, state or local governmental entity
                           for products or services provided under this
                           Agreement. Cisco's authorized representative shall
                           promptly provide Buyer with a certificate in the form
                           of Exhibit G to the Volume Purchase Agreement which
                           shall identify with specificity and certify the sales
                           tax for any products or services provided under this
                           Agreement. Notwithstanding the foregoing, all
                           products and services provided hereunder are exempt
                           from sales tax, as evidenced by the Sales Tax Letter
                           attached to the Volume Purchase Agreement as Exhibit
                           E; and

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Cisco Systems, Inc.                                 Agreement No.: ____________
CONFIDENTIAL


                  5.       Cisco shall not acquire any equipment or materials
                           from or use the services of any third party vendors
                           in fulfilling its obligations hereunder. Cisco will
                           perform all of the services described herein itself."

6.       PAYMENT TERMS

         A.       All NSA Services are invoiced yearly in advance. All other
                  charges for additional services (Appendix A) or materials
                  requested under this Agreement will be invoiced in the month
                  following the services rendered. Any other schedule of payment
                  will be subject to a surcharge.

         B.       Payment is due thirty (30) days from Buyer's receipt of
                  invoice.

7.       FORCE MAJEURE

         If either party's performance under this Agreement, or of any
         obligation hereunder, is interfered with by reason of any circumstance
         beyond either party's reasonable control and without its fault or
         negligence, including without limitation: fire, explosion, power
         failure, acts of God; war, revolution, civil commotion, or acts of
         public enemies; any law, order regulation, ordinance, or requirement of
         any government or legal body or any representative of any such
         government or legal body; labor unrest, including without limitation,
         strikes, slowdowns, picketing or boycotts; then either party shall be
         excused from its performance on a day-to-day basis to the extent of
         such interference; provided, however, that such interference shall not
         excuse Buyer from its obligation to pay to Cisco any money due and
         owing pursuant to this Agreement prior to such force majeure event.

8.       REPRESENTATIONS AND WARRANTIES

         A.       Cisco represents, warrants and covenants to Buyer that:

                  (a)      It is a corporation duly organized, validly existing
                           and in good standing under the laws of the state of
                           its incorporation and has all requisite power and
                           authority to enter into and perform its obligations
                           under this Agreement;

                  (b)      This Agreement when executed will become the legal,
                           valid and binding obligation of it enforceable
                           against it in accordance with its terms, except as
                           enforceability may be limited by bankruptcy,
                           insolvency, reorganization or other similar laws
                           relating to the rights of creditors generally;

                  (c)      There are no material actions, suits, proceedings or
                           investigations commenced nor, to the best of its
                           knowledge and belief, contemplated or threatened
                           against Cisco or its third party licensors, if any,
                           which could in any way affect the Software or Cisco's
                           provision of its services hereunder nor, to the best
                           of its knowledge and belief, are there any existing
                           facts or conditions which may reasonably be expected
                           to be a proper basis for any such actions, suits,
                           proceedings or investigations;

                  (d)      While providing services to Buyer hereunder, Cisco
                           will comply with (i) the requirements of the State
                           Urban Development Corp., the New York City Economic
                           Development Corp. and the Battery Park City Authority
                           as set forth in Exhibits A, D and F to the Volume
                           Purchase Agreement; (ii) placarded standards for
                           safety, emissions and network compliance purposes;
                           and (iii) all applicable


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Cisco Systems, Inc.                                 Agreement No.: ____________
CONFIDENTIAL

                           laws, regulations and rules to the extent necessary
                           to ensure that non-compliance with such laws,
                           regulations and rules would not reasonably be
                           expected, individually or in the aggregate, to have
                           any materially adverse effect on the business,
                           operations, affairs, financial condition, properties
                           or assets of Customer, its members and its affiliates
                           taken as a whole or on the ability of Customer to
                           perform its obligations under this Agreement;
                           provided, however, that in the event Customer
                           determines that Cisco is not in compliance with such
                           aforementioned laws, regulations and rules, Customer
                           shall provide Cisco with a written notification which
                           states the exact nature of noncompliance. Cisco shall
                           have thirty (30) days from the earlier of (i) the
                           date that Cisco became aware of the non-compliance
                           and (ii) receipt of the notification to cure the
                           non-compliance. Such cure period may be extended on a
                           day-to-day basis upon mutual consent.

                  (e)      Cisco has filed a Vendex Form, substantially in the
                           form of Exhibit B to the Volume Purchase Agreement,
                           with the Economic Development Corporation and if such
                           application is denied, Cisco will forfeit all of its
                           rights to payment under this Agreement and will
                           remain liable to Buyer for all damages suffered by
                           Buyer by reason of such denial;

                  (f)      While providing services to Buyer hereunder, Cisco
                           shall procure and maintain for itself and its agents
                           and employees all insurance coverages as required by
                           applicable law, including without limitation, such
                           insurance as is set forth in Exhibit C to the Volume
                           Purchase Agreement, each with an insurer reasonably
                           acceptable to Buyer and naming Buyer as an additional
                           insured. The certificates of insurance will include a
                           provision pursuant to which 30 days' notice must be
                           afforded Buyer prior to the cancellation by either
                           Cisco or its insurer. Cisco will promptly replace any
                           cancelled policy with a substantially similar policy
                           from an insurer with an A.M. Best Reports rating
                           which is at least A-VIII that is licensed to do
                           business in the State of New York and will provide
                           evidence of the same to Buyer. If Cisco desires to
                           satisfy its insurance obligations under this
                           Agreement through self-insurance, it will first
                           contact Buyer and the terms and conditions of such
                           self-insurance shall be subject to approval in
                           writing of Buyer and the Public Parties (as defined
                           in Exhibit A to the Volume Purchase Agreement) which
                           approval will not be unreasonably withheld;

                  (g)      The NSA Support Team which will provide coverage and
                           support to Buyer hereunder will consist of highly
                           skilled and experienced personnel. The members of the
                           account team that will be supporting Buyer as of the
                           date hereof are set forth in Exhibit I to the Volume
                           Purchase Agreement. In the event Cisco desires to
                           replace any such member, such replacement shall
                           possess the same level of skill and experience as the
                           member being replaced and shall be subject to the
                           prior approval of Buyer; and

                  (h)      Cisco will provide the NSA Services in a good and
                           workmanlike manner.

9.       TERMINATION

         A.       In the event of any material breach of this Agreement by Cisco
                  which shall continue for thirty (30) or more days after
                  written notice of such breach (which notice shall include a
                  reasonably detailed statement of the nature of such breach)
                  shall have been given to Cisco


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                  by Buyer, Buyer shall have the right to terminate this
                  Agreement by providing written notice within ten (10) days
                  thereof to Cisco.

         B.       In the event Buyer falls to pay the charges for the NSA
                  Services or additional services when due, or is in material
                  breach of any term of this Agreement, Cisco shall have the
                  right to suspend its performance under this Agreement and/or
                  terminate this Agreement if Buyer falls to make such payments
                  or cure any such breach, as the case may be, within ten (10)
                  days of Buyer's receipt from Cisco of a written notice
                  specifying such failure to pay or such breach, as the case may
                  be.

         C.       Subject to Section 11.G below, in the event this Agreement is
                  terminated by either party, neither party shall have any
                  further obligations to the other party except that Cisco shall
                  refund to Buyer on a pro rata basis any portion of the yearly
                  maintenance charge paid for NSA service for the period
                  subsequent to the effective date of termination, less any
                  amounts then due Cisco for NSA services and/or additional
                  services performed prior to such termination. Termination of
                  this Agreement by Cisco shall not constitute a waiver by Cisco
                  for any amounts due Cisco for any NSA service or additional
                  services or material.

10.      INTELLECTUAL PROPERTY INDEMNITY

         A.       Cisco hereby indemnifies and holds Buyer, its members, its
                  affiliates, and its and their respective officers, directors,
                  and employees, harmless from and against any and all damages,
                  costs, judgments, settlements, attorneys' fees and
                  disbursements actually paid by Buyer, its members, its
                  affiliates, and its and their respective officers, directors,
                  and employees in connection with claims by any third person
                  (1) that any Software release, any maintenance release or any
                  component thereof or any services provided by Cisco under this
                  Agreement infringes a copyright, trademark, servicemark or any
                  other proprietary right of any third party or any United
                  States patent (for patents existing as of the date of the
                  "first customer shipment" (as defined below) of any such
                  releases), (2) that there has been a misappropriation of a
                  trade secret by Cisco, (3) arising from or relating to any
                  breach by Cisco of any representation or warranty contained in
                  Section 8 above, or (4) in connection with or arising out of
                  any death, personal injury or damage to tangible property to
                  the extent caused by Cisco's employees' negligence or willful
                  misconduct relating to or arising from any services performed
                  pursuant to this Agreement. As a condition of this Indemnity,
                  Buyer will provide Cisco with prompt notice of any claim and
                  Cisco will control the defense and settlement of such claims;
                  provided, however, that Cisco will not settle any claim, other
                  than for monetary damages only, without Buyer's prior written
                  consent which consent will not be unreasonably withheld. Cisco
                  will permit Buyer to participate in any such defense at
                  Buyer's expense to the extent such participation is
                  reasonable. Promptly upon Cisco's request Buyer will provide
                  all reasonable assistance in the defense of such claims. If a
                  temporary restraining order, preliminary injunction or a final
                  injunction is sought or obtained against the use of any new
                  Software release, any maintenance release or any component
                  thereof due to an infringement of a patent, copyright,
                  trademark or other proprietary right, or if Software release,
                  maintenance release or any component thereof constitutes a
                  misappropriation of a trade secret or other proprietary right,
                  Cisco will, at its option and sole expense, either (a) procure
                  for Buyer the right to continue using the new Software
                  release, maintenance release or any component thereof or (b)
                  replace or modify the new Software release, maintenance
                  release or component thereof so that all new Software
                  releases, maintenance releases and components thereof no
                  longer infringe such patent, copyright or trademark


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                  or constitute a misappropriation of a trade secret; provided,
                  however, that such replaced or modified Software release,
                  maintenance release or component thereof will substantially
                  conform to published specifications; or (c) if Cisco is unable
                  to perform (a) or (b) above within a commercially reasonable
                  time period, Cisco will refund to Buyer the monies paid for
                  the affected new Software release, maintenance release or
                  component thereof as of the effective date of such
                  termination, which fees shall be depreciated on a five-year
                  straight line depreciation basis. For the purposes of this
                  Section 10(A), "first customer shipment" shall mean the date
                  of first shipment by Cisco to any commercial customer of any
                  new Software release, any maintenance release or any component
                  thereof.

         B.       Cisco has no liability for any claim to the extent such claim
                  is based upon the combination, operation or use of any Product
                  supplied hereunder with equipment, devices or software not
                  supplied by Cisco; provided, however, that such combination,
                  operation or use is performed without Cisco's consent.
                  Further, Cisco has no liability for any claim to the extent
                  such claim is based upon the alteration or modification of any
                  Product supplied hereunder without Cisco's consent.

         C.       Notwithstanding any other provisions hereof, Cisco shall not
                  be liable for any claim based on Buyer's use of the Product as
                  shipped after Cisco has informed the Buyer of modifications or
                  changes in the Product required to avoid such claims and
                  offered to implement those modifications or changes, if such
                  Claim would have been avoided by implementation of Cisco's
                  suggestions; provided, however, that Buyer did not provide
                  Cisco with a reasonable opportunity to implement Cisco's
                  suggestions.

         D.       THE FOREGOING STATES THE ENTIRE OBLIGATION OF CISCO WITH
                  RESPECT TO INFRINGEMENT. THE FOREGOING IS GIVEN TO BUYERS
                  SOLELY FOR THEIR BENEFIT. SUBJECT TO THE EXPRESS WARRANTIES
                  CONTAINED HEREIN, THE FOREGOING ALSO IS IN LIEU OF, AND CISCO
                  DISCLAIMS, ALL WARRANTIES OF NONINFRINGEMENT WITH RESPECT TO
                  THE PRODUCT.

11.      LIMITATION OF LIABILITY

         A.       Notwithstanding Section 11.B below, each party shall be liable
                  for direct losses incurred by the other party due to bodily
                  injury or damage to tangible property, including covered
                  equipment, to the extent resulting from the negligence of each
                  party's employees or agents; provided, however, that nothing
                  in this paragraph shall affect or in any way increase Cisco's
                  obligation under this Agreement with respect to the
                  performance of the covered equipment.

         B.       SUBJECT TO 10.A ABOVE, NEITHER PARTY SHALL BE LIABLE FOR ANY
                  SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY
                  NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOST PROFITS
                  OR LOST DATA, OR ANY COSTS OF OBTAINING SUBSTITUTE GOODS OR
                  SERVICES, FOR ANY BREACH OF THIS AGREEMENT OR FOR ANY ACTION
                  ARISING OUT OF ITS PERFORMANCE UNDER THIS AGREEMENT EVEN IF
                  SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. THE
                  FOREGOING LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE
                  OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

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         C.       NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
                  CISCO AGREES THAT RECOURSE BY CISCO FOR SATISFACTION OF CLAIMS
                  OF ANY NATURE AGAINST BUYER, ITS MEMBERS, ITS AFFILIATES, OR
                  ANY OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES
                  OR AGENTS ARISING IN CONNECTION WITH THE PERFORMANCE OF THIS
                  AGREEMENT SHALL BE LIMITED SOLELY TO RECOURSE AGAINST BUYER.

12.      GENERAL

         A.       Neither party may assign or transfer this Agreement or any
                  rights or obligations hereunder without the prior written
                  consent of the other party. This Agreement constitutes the
                  entire agreement between Cisco and Buyer with respect to the
                  subject matter hereof and supersedes all previous
                  negotiations, proposals, commitments, writings, and
                  understandings of any nature whatsoever. In the event of a
                  conflict between the terms and conditions of this Agreement
                  and the requirements of the State Urban Development Corp., the
                  New York City Economic Development Corp. and the Battery Park
                  City Authority, as set forth in Exhibits A, D and F to the
                  Volume Purchase Agreement, such requirements shall control.

         B.       Any changes or amendments to this Agreement requested either
                  by Buyer or Cisco may only be effected if mutually agreed upon
                  by a written instrument signed by duly authorized
                  representatives of the parties hereto.

         C.       The rights and obligations of the parties and all
                  interpretations and performance of this Agreement shall be
                  governed in all respects by the laws of the State of
                  California except for its rules with respect to the conflict
                  of laws.

<TABLE>
<CAPTION>
IF TO CISCO, TO:                                 IF TO BUYER, TO:

<S>                                              <C>                    <C>
Cisco Systems, Inc.                              Before relocation:     4 World Trade Center
170 West Tasman Drive                                                   New York, NY
San Jose, California 95134                       After relocation:      One North End Avenue
ATTN:  V.P. Customer Advocacy                                           New York, NY
</TABLE>

         D.       Each party hereto shall hold information of any nature which
                  is obtained by such party from the other party, including,
                  without limitation, the terms and conditions of this Agreement
                  in strict confidence and shall not use or disclose, or permit
                  others to use or disclose, such confidential information
                  except in connection with the performance of its obligations
                  to the disclosing party hereunder. The obligations of
                  confidentiality shall not apply to information which: (i) has
                  entered the public domain except where such entry is the
                  result of the recipient party's breach of this Agreement; (ii)
                  prior to disclosure hereunder was already in recipient party's
                  possession; (iii) subsequent to disclosure hereunder is
                  obtained by the recipient party on a nonconfidential basis
                  from a third party who has the right to disclose such
                  information to the recipient party; (iv) is developed by or
                  for the receiving party without access to the confidential
                  information and such independent development can be shown by
                  documentary evidence; (v) is ordered to be disclosed by a
                  court, administrative agency, or other governmental body with
                  jurisdiction over the parties hereto, provided that the
                  ordered party will first have provided the disclosing party
                  with prompt written notice of such required disclosure and
                  will take reasonable steps to allow the disclosing party to
                  seek a protective order with respect to the confidentiality of
                  the information required to be disclosed. The ordered party
                  will


                                       10
<PAGE>   11
Cisco Systems, Inc.                                 Agreement No.: ____________
CONFIDENTIAL

                  promptly cooperate with and assist the disclosing party, at
                  the disclosing party's expense, in connection with obtaining
                  such protective order, or (vi) relates solely to the design of
                  the NYMEX local area network.

         E.       Section headings are inserted for convenience only and shall
                  not be used in any way to construe the terms of this
                  Agreement.

         F.       All references herein to "$" or "Dollars" are to US Dollars.

         G.       Notwithstanding the expiration or earlier termination of this
                  Agreement for any reason whatsoever, the parties' obligations
                  under Section 10 (Intellectual Property Indemnity), Section 11
                  (Limitation of Liability) and Section 12 (General) shall
                  survive such expiration or earlier termination and shall
                  remain in full force and effect.

         H.       In the event any one or more of the provisions of this
                  Agreement shall for any reason be held to be invalid, illegal
                  or unenforceable, the remaining provisions of this Agreement
                  shall be unimpaired, and the invalid, illegal or unenforceable
                  provision shall be replaced by a mutually acceptable provision
                  of like economic intent and effect. No failure or delay by
                  either Party in exercising any right, power or privilege
                  hereunder will operate as a waiver or preclude further
                  exercise thereof.

         I.       Nothing in this Agreement will be construed to constitute or
                  appoint either party hereto as the agent, partner, joint
                  venturer, or representative of the other party for any purpose
                  whatsoever, or to grant to either party any right or authority
                  to assume or create any obligation or responsibility, express
                  or implied, for or on behalf of or in the name of the other,
                  or to bind the other in any way or manner whatsoever.

         J.       This Agreement may be executed in counterparts, each of which
                  shall be deemed to be an original, and all of which, when
                  taken together, shall constitute one and the same instrument.

         K.       Exhibits A through G and Exhibit I of the Volume Purchase
                  Agreement are hereby incorporated by reference and made a part
                  hereof.


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