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                                                                   EXHIBIT 10.9



Cisco Systems, Inc.                                     Agreement No.: _________
CONFIDENTIAL

New York Mercantile
Exchange


Cisco Systems Inc.         SMARTnet Agreement


This SMARTnet Agreement ("Agreement") is made and entered into this 21 day of
5, 1996 ("Effective Date"), 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 ("Customer").


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

Cisco agrees to furnish, either directly or through a Cisco-approved service
provider ("Cisco Partner"), support services on Product listed in the attached
Equipment Schedule upon issuance of a Customer Purchase Order.

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

CISCO SYSTEMS, INC.                    NYMEX (New York Mercantile Exchange)


By: /s/ William Conlon                 By: /s/ Allen J. Feryus
   --------------------------------       ---------------------------------
Name: William Conlon                   Name: Allen J. Feryus
     ------------------------------         -------------------------------
Title: Vice President Worldwide       Title: Sr. Vice President
       Sales Finance
      -----------------------------          ------------------------------
Date:       10/4/96                    Date:         9/30/96
     ------------------------------         -------------------------------

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Cisco Systems, Inc.                                     Agreement No.: _________
CONFIDENTIAL

                          GENERAL TERMS AND CONDITIONS

I.       DEFINITIONS.

         A.       "Advance Replacement" means a Cisco process to ship
                  replacement product in advance of failed/defective product
                  receipt.

         B.       "Equipment Schedule" means the list of Customer Product
                  attached hereto as Attachment A.

         C.       "Hardware" means tangible Cisco product delivered to Customer.

         D.       "Maintenance Release" means an incremental release of Cisco
                  software that provides maintenance fixes and may provide
                  additional software features. Maintenance releases are
                  designated by Cisco as a change in the digit(s) to the right
                  of the tenths digit of the software product version number
                  [x.x.(x)].

         E.       "Product" means both Hardware and Software.

         F.       "Product Release" means a release of a Cisco software product
                  that is designated by Cisco as a change in the ones digit of
                  the product version number [(x).x.x].

         G.       "Software Update Service" means that service requested by
                  Customer for shipment of software Version Release and
                  Maintenance Releases.

         H.       "Software" means software programs licensed to Customer by
                  Cisco.

         I.       "Version Release" means an incremental release of Cisco
                  software that provides maintenance fixes and additional
                  software features. Version releases are designated by Cisco as
                  a change in the tenths digit(s) of the software product
                  version number [x.(x.).x].

         J.       "Releases" shall mean the Maintenance Releases, the Product
                  Releases and the Version Releases.

         K.       "Volume Purchase Agreement" shall mean the Volume Purchase
                  Agreement, dated as of even date herewith, by and between
                  Customer and Cisco.

II.      TERM. This Agreement will commence, with respect to the Pilot Phase
         Products (as defined in the Volume Purchase Agreement), on October 1,
         1996 and, with respect to the O.N.E. Phase Products (as defined in the
         Volume Purchase Agreement), on January 1, 1997 (unless Customer places
         any such Products into live service earlier, in accordance the Volume
         Purchase Agreement) and will continue in full force and effect until 15
         months from such respective dates unless earlier terminated pursuant to
         the terms and conditions contained herein. Maintenance services under
         this Agreement shall be provided by Cisco to Customer free of charge
         for the first three months of each such 15 month period. Cisco will
         provide notice to Customer 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, Customer
         will respond to Cisco's notice within thirty (30) days of Customer's
         receipt of such notice indicating whether Customer 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, unless earlier

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         terminated pursuant to the terms and conditions contained herein. Any
         termination of this Agreement shall be entirely without liability to
         either party except as set forth below.

III.     SERVICE RESPONSIBILITIES OF CISCO. In consideration of the maintenance
         charges paid to Cisco by Customer hereunder, Cisco shall provide the
         following support services in accordance with the provisions of this
         Agreement.

         A.       Cisco Support Services:

                  1.       Cisco will assist Customer, by telephone or
                           electronic mail with information related to equipment
                           system use and configuration and with
                           troubleshooting. Further, Cisco will provide Customer
                           with the Software Update Service described in Section
                           III(A)(4) below. Cisco will use commercially
                           reasonable efforts to generate work-around solutions
                           to reported Software problems or will implement a
                           Cisco-installed patch to the Software, at its
                           discretion. For a software patch, Cisco will ship new
                           firmware (Maintenance Release) to the Customer for
                           the Product experiencing the problem, or provide a
                           network-bootable software image, as Customer and
                           Cisco agree. Customer will provide Cisco with a
                           priority level for all calls placed with Cisco in
                           accordance with the Problem Prioritization and
                           Escalation Guide set forth in Appendix B attached
                           hereto and made a part hereof and Cisco will provide
                           all support services hereunder in accordance with
                           such Guide.

                  2.       24-hour 7-day a week Priority 1 and 2 telephone
                           support to Customer as defined in APPENDIX B. North
                           American telephone support outside of Cisco business
                           hours includes one (1) hour callback for technical
                           assistance. Outside of North America, the Cisco
                           Partner will provide all telephone support to
                           Customer during normal business hours; however,
                           outside of normal business hours priority one and
                           priority two telephone support requests will be
                           handled directly by Cisco. Cisco will use best
                           efforts to provide general information, configuration
                           assistance or installation assistance outside of
                           normal business hours. Response times for Priority 3
                           and Priority 4 telephone support to Customer as
                           defined in APPENDIX B outside of normal business
                           hours shall be no later than the next business day.

                  3.       During the term of this Agreement, Cisco shall
                           support the release(s) of the Software that is in use
                           by Customer at the time of such support, provided
                           such release(s) is not more than one (1) Product
                           Release prior to the then-current Product Release
                           which is available from Cisco. In the event the
                           release(s) that is in use by Customer at the time of
                           Cisco's provision of support hereunder is more than
                           one (1) Product Release prior to the then-current
                           Product Release which is available from Cisco, Cisco
                           may require Customer to upgrade to a more current
                           Product Release if such upgrade is necessary for
                           Cisco to meet its support obligations hereunder.

                  4.       Cisco shall provide Customer with unencumbered access
                           to any and all new Releases or work-arounds via the
                           Cisco Connection.

                  5.       Cisco will bear the cost for shipment to Customer of
                           all remedial materials and any and all other
                           materials shipped by Cisco to Customer in connection
                           with

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                           Cisco's support obligations hereunder. Shipments are
                           made via express transportation. Request for
                           alternative carriers will be at Customer's expense.

                  6.       Cisco will provide to Customer access to the Cisco
                           Connection. This system provides the Customer with
                           technical and general information on Cisco products,
                           and access to Cisco's on-line software library.

                  7.       Cisco shall provide, at no charge, one paper copy of
                           documentation for each Product Release; Cisco shall
                           also provide, at no charge, electronic access to
                           documentation on CD ROM, and if available, via Cisco
                           Connection. Additional paper copies of documentation
                           may be purchased from Cisco.

                  8.       Cisco will use commercially reasonable efforts to
                           maintain an adequate supply of spare parts and
                           equipment necessary to meet its service obligations
                           hereunder.

         B.       Advance Replacement Services.

                  1.       Customers will report failed Hardware to Cisco's
                           Technical Assistance Center (TAC). In North America,
                           the TAC is maintained by Cisco. Outside of North
                           America, the TAC is maintained by the Cisco Partner.
                           If failed Hardware is reported to the TAC before 3:00
                           p.m., Pacific Standard Time Monday through Friday
                           (excluding scheduled local holidays), the appropriate
                           TAC will ship a replacement part to arrive the next
                           business day. For calls after 3:00 p.m., Pacific
                           Standard Time, the replacement part will be shipped
                           the following business day, provided, however, that
                           Customer may report failed Hardware related to a
                           Priority 1 or Priority 2 problem at any time to the
                           TAC and the appropriate TAC shall use its
                           commercially reasonable efforts to ship a replacement
                           part to Customer as soon as possible.

                  2.       Cisco will supply all necessary advance replacement
                           Hardware for Customer. Replacement parts will be
                           either now or equivalent to new at Cisco's
                           discretion. All replacement parts will be shipped by
                           Cisco at Cisco's expense, and such expense will
                           include insurance against risk of loss until received
                           by Customer at such destination designated by
                           Customer in writing.

IV.      SERVICE RESPONSIBILITIES OF CUSTOMER.

         A.       Customer will provide Cisco with a priority level for all
                  calls placed with Cisco (see APPENDIX B.).

         B.       Customer is responsible for testing all replacement Product to
                  verify any damage in transit. Failures and/or mis-shipments
                  must be reported to Cisco within two (2) business days of
                  receipt. For purposes of this Agreement, "business day" shall
                  mean any day which is not a Saturday, Sunday or a day on which
                  Customer is closed for business.

         C.       Customer shall provide full and unrestricted access to the
                  Product via Telnet through the Internet or via modem such that
                  problems may be diagnosed and corrected remotely.

         D.       Customer is required to notify Cisco of Customer's acceptance
                  of updated firmware not more than ten (10) business days after
                  Customer's receipt of such firmware.

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         E.       Deleted.

         F.       Customer agrees to stay reasonably current with Product
                  Releases so as to be at least within one release of the latest
                  Product Release.

         G.       All reasonable travel expense, if Cisco is requested to
                  perform on-site service. Engineering time will be billed at
                  the then-current applicable "Time and Materials" rates. The
                  "Time and Materials" rates in effect on the date hereof are
                  set forth in Appendix A attached hereto and made a part
                  hereof.

         H.       Return of Hardware to Cisco. For Hardware returned to Cisco,
                  Customer is responsible for:

                  1.       Proper packing of parts being shipped to Cisco,
                           Including description of failure and written
                           specification of any other changes or alteration of
                           the Product, such as Hardware or firmware updates.

                  2.       Insurance of all packages sent to Cisco. Parts should
                           be insured for replacement cost, and shipped FOB
                           Cisco's Repair Center.

                  3.       Defective Hardware must be returned to Cisco within
                           10 business days of Customer's receipt from Cisco of
                           the replacement Hardware; otherwise, the list price
                           of the Hardware will be charged.

                  4.       Complying with Cisco's RMA procedure for all
                           shipments to Cisco, as follows:

                           a.       Each request to Cisco for an RMA number must
                                    specify the number, type, and serial number
                                    for each part to be replaced.

                           b.       Product sent back to Cisco must agree
                                    exactly in the number, type, and serial
                                    numbers associated with the RMA transaction.

                           c.       Return of parts is handled as follows:

                           If shipped by Cisco:            If shipped by the
                           Cisco Systems, Inc.             Cisco Partner, the
                           c/o Sequel                      parts are returned
                           2300 Central Expressway         to the Cisco Partner.
                           Building 10 South Dock 3-6
                           Attn.:  RMA Dept.
                           Santa Clara, CA 95054

V.       SERVICES NOT COVERED UNDER THIS AGREEMENT.

         A.       Any customization of Software.

         B.       Any labor to install firmware.

         C.       Any reasonable expenses incurred to visit Customer's location,
                  except as required during escalation of problems by Cisco.

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         D.       Support or replacement of Product that is altered, modified,
                  mishandled. destroyed or damaged by natural causes or damaged
                  due to a negligent or willful act or omission by Customer or
                  use by Customer other than as specified in the applicable
                  Cisco-supplied documentation.

         E.       Services to resolve software or hardware problems resulting
                  from third party products or causes beyond Cisco's control.

         F.       Services for non-Cisco software installed on any Cisco
                  equipment.

         G.       Any Hardware upgrade required to run new or updated Software.
                  In the event a Hardware upgrade is necessary; Cisco will
                  provide Customer with as much advance notice as possible.

VI.      EQUIPMENT SCHEDULE AND CHARGE.

         A.       Product covered under this Agreement is listed in ATTACHMENT A
                  which may be revised to add, delete or upgrade Product by
                  Customer's purchase order requesting such revisions and
                  Cisco's acceptance thereof.

         B.       Fees are specified in APPENDICES C-1, C-2, and C-3, and may be
                  changed upon ninety (90) days Notice. Fees for out-of-scope
                  services are specified in Attachment B, and may be changed by
                  Cisco upon ninety (90) days written notice to Customer on an
                  annual basis; 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 whatsoever, Customer may terminate this
                  Agreement, or the provision of services for the particular
                  Products for which the service price has increased, upon
                  thirty (30) days' prior written notice to Cisco. All prices
                  are exclusive of any taxes and duties which, if applicable,
                  shall be paid by Customer unless Customer has provided to
                  Cisco an exemption certificate. Applicable taxes are billed as
                  a separate item.

         C.       Cisco acknowledges and agrees that:

                  1.       Battery Park City Authority ("BPCA") is making
                           available to Customer certain sales and use tax
                           benefits in connection with Cisco's provision of the
                           Services to Customer hereunder (the "Work") and, more
                           specifically, that materials purchased in connection
                           with the Work, and equipment and items of personal
                           property 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 Customer on Site
                                    15 in Battery Park City, New York, New York
                                    (the "NYMEX Building"), 15 Maiden Lane, New
                                    York, New York and Four Word Trade Center,
                                    New York, New York.

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                           Cisco further acknowledges and agrees that, in order
                           for Customer 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
                           sub-agent) for BPCA. The agency, and the resulting
                           sales tax exemption, are evidenced in a Sales Tax
                           Letter heretofore delivered by BPCA to Customer, 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 Customer and its members and
                           affiliates in the NYMEX Building and in certain
                           facilities of Customer 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 Customer 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 Customer with a certificate in the
                           form of Exhibit G attached 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
                           Exhibit as Exhibit E; and

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

VII.     PAYMENT TERMS. All Services are invoiced annually in advance, in U.S.
         Dollars. Cisco shall use commercially reasonable efforts to submit
         invoices between the first and fifth of the month for any equipment
         received by Customer during the previous month. Upon credit approval by
         Cisco, payment terms shall be net thirty (30) days from Customer's
         receipt of an undisputed invoice from Cisco (the "Payment Period");
         provided, however, that if an undisputed invoice is received between
         the fifth and 15th day of such month, the Payment Period shall be 60
         days and if an undisputed invoice is received between the 16th and last
         day of such month, the Payment Period shall be 45 days. Any sum not
         paid by Customer when due shall bear interest at the maximum rate
         permitted by law until paid. Notwithstanding the foregoing, Customer
         shall not be obligated to pay interest to Cisco on an overdue balance
         unless Cisco provides Customer with

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         prior written notice of such overdue balance (via mail or facsimile, in
         accordance with section XIV(D) below), and Customer has not made
         payment to Cisco for such overdue balance within five business days
         after Customer's receipt of such notice.

VIII.    REPRESENTATIONS AND WARRANTIES

Cisco represents, warrants and covenants to Customer 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
                  Product, Advance Replacements, Releases 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.       Neither the Software nor any Releases does or will contain any
                  codes, programs or commands intentionally written that will
                  cause a Customer's system to malfunction or self-destruct in
                  any manner. Cisco has or will use an anti-virus program on any
                  magnetic media in which any software is loaded and imbedded as
                  part of the Products delivered to Customer under this
                  Agreement or the Volume Purchase Agreement, before the
                  delivery of any such Products to Customer. Cisco shall
                  promptly provide to the Customer, at Customer's request and at
                  no additional cost to Customer, the means by which Customer
                  can check that there are no viruses in and that there has been
                  no tampering with such Products;

         E.       The Software and the Releases do not and will not infringe
                  upon any United States copyrights or patents, misappropriate
                  any trade secrets or infringe any servicemark, trademark or
                  any other proprietary or intellectual property rights of any
                  other person, firm or corporation. Cisco's sole and exclusive
                  obligation and Customer's sole remedy with respect to this
                  warranty and to the Software and Releases's infringement upon
                  any United States copyrights or patents, misappropriation of
                  any trade secrets or infringement upon any servicemark,
                  trademark or any other proprietary or intellectual property
                  rights of any other person, firm or corporation is termination
                  of this Agreement and those remedies stated in Section XII
                  (Intellectual Property Indemnity) herein;

         F.       While providing services to Customer 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 laws,
                  regulations and rules to the extent necessary to ensure that
                  noncompliance with such laws, regulations and rules would not
                  reasonably be expected, individually or in the aggregate, to
                  have any

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                  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 noncompliance 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.

         G.       Cisco has filed a Vendex Form, substantially in the form of
                  Exhibit B to the Volume Purchase Agreement and made a part
                  thereof, 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;

         H.       While providing services to Customer 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 Customer and naming Customer
                  as an additional insured. The certificates of insurance will
                  include a provision pursuant to which 30 days' notice must be
                  afforded Customer 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 Customer. If Cisco desires to
                  satisfy its insurance obligations under this Agreement through
                  self-insurance, it will first contact Customer and the terms
                  and conditions of such self-insurance shall be subject to
                  approval in writing of Customer and the Public Parties (as
                  defined in Exhibit A hereto), which approval will not be
                  unreasonably withheld;

         I.       The account team which will provide coverage and support to
                  Customer hereunder will consist of highly skilled and
                  experienced personnel. The members of the account team that
                  will be supporting Customer 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 a reasonable level of skill and
                  experience as the member being replaced and shall be subject
                  to the prior approval of Customer; and

         J.       Cisco will provide the services hereunder in a good and
                  workmanlike manner.

IX.      REMEDIES AND LIMITATION OF DAMAGES.

         A.       This Agreement may be terminated immediately by Customer upon
                  Notice of Cisco's uncured material breach which persists for
                  greater than thirty (30) days; provided that Notice includes a
                  detailed description of the breach.

         B.       This Agreement may be terminated by Cisco and/or Cisco may
                  suspend its performance immediately upon Notice if: (a)
                  Customer fails to pay for the Services when due and fails to
                  make such payment within fifteen (15) business days after
                  Notice from Cisco of such past due payment; or (b) there
                  exists an uncured material breach by Customer which

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                  persists for greater than thirty (30) business days, following
                  Notice; provided that Notice includes a detailed description
                  of the breach.

         C.       Subject to Section XIV(K) below, in the event this Agreement
                  is terminated by either party, neither party shall have any
                  further obligations to the other party under this Agreement.
                  Notwithstanding the foregoing, Cisco shall refund the price
                  paid for Services to be performed after the effective date of
                  termination, less any amounts then due Cisco. Termination of
                  this Agreement by Cisco shall not constitute a waiver by Cisco
                  for any amounts due Cisco.

         D.       SUBJECT TO SECTION XII(A) AND XIV(I) BELOW, IN NO EVENT SHALL
                  CISCO OR ITS SUPPLIERS OR CUSTOMER BE LIABLE FOR (A) ANY
                  INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST
                  DATA, OR ANY OTHER INDIRECT DAMAGES EVEN IF CISCO OR ITS
                  SUPPLIERS OR CUSTOMER HAS BEEN INFORMED OF THE POSSIBILITY
                  THEREOF, OR (B) ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF
                  SUBSTITUTE EQUIPMENT OR SERVICES. NOTWITHSTANDING THE ABOVE,
                  THIS LIMITATION OF DAMAGES WILL NOT APPLY (1) IN RESPECT OF
                  ANY BREACH BY CUSTOMER OF THE PROVISIONS OF THE LAST SENTENCE
                  OF SECTION X OF THIS AGREEMENT IN ANY MATERIAL RESPECT, SOLELY
                  WITH RESPECT TO SOFTWARE WHICH HAS NOT BEEN PUBLICLY MADE
                  AVAILABLE WITHOUT RESTRICTION BY CISCO VIA THE INTERNET OR
                  OTHERWISE OR (2) WITH RESPECT TO ANY ACTS OF FRAUD OR
                  INTENTIONAL MISCONDUCT BY CUSTOMER OR CISCO.

X.       SOFTWARE LICENSE. Customer acknowledges that it may receive Software as
         a result of services provided under this Agreement. Customer agrees
         that it is licensed to use such Software only on Hardware covered under
         this Agreement and subject to the terms and conditions of the software
         license set forth with the original Product. Customer shall not: copy,
         in whole or in part, Software or documentation provided, however, that
         Customer may make one copy of the Software and any Releases provided
         hereunder for back-up and archival purposes only; modify the Software,
         reverse compile or reverse assemble all or any portion of the Software;
         or rent, lease, distribute, sell, or create derivative works of the
         Software.

XI.      CONFIDENTIAL INFORMATION. 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 receiving party's breach of this Agreement;
         (ii) prior to disclosure hereunder was already in the receiving party's
         possession; (iii) subsequent to disclosure hereunder is obtained by the
         receiving party on a confidential basis from a third party who has the
         right to disclose such information to the receiving 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 promptly cooperate with and assist the disclosing
         party, at the disclosing party's expense, in connection

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         with obtaining such protective order; or (vi) relates solely to the
         design of the NYMEX local area network. The obligations of the
         receiving party concerning confidentiality shall terminate five (5)
         years following receipt of the confidential information.

XII.     INTELLECTUAL PROPERTY INDEMNITY.

         A.       Cisco hereby indemnifies and holds Customer, its affiliates
                  and members, and their respective officers directors and
                  employees harmless from and against any and all penalties,
                  damages, costs, judgments, settlements, attorneys' fees and
                  disbursements actually paid in connection with claims by any
                  third person (1) that the Product or Release, 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 Product or
                  Release), (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 VIII(E) 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, Customer 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
                  Customer's prior written consent which consent will not be
                  unreasonably withheld. Cisco will permit Customer to
                  participate in any such defense at Customer's expense to the
                  extent such participation is reasonable. Promptly upon Cisco's
                  request, Customer 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 the Product or Release or any
                  component thereof due to an infringement of a patent,
                  copyright, trademark or other proprietary right, or if the
                  Product or 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 Customer the right to continue using the Product or
                  Release or such component thereof or (b) replace or modify the
                  Product or Release or such component thereof so that the
                  Product or Release and all components thereof no longer
                  infringe such patent, copyright or trademark or constitute a
                  misappropriation of a trade secret; provided, however, that
                  such replaced or modified product or component thereof will
                  substantially conform to published specifications; or (c) if
                  Cisco is unable to perform (1) or (2) above within a
                  commercially reasonable time period, Cisco will refund to
                  Customer the monies paid for the affected Product or Release
                  or service 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 XII(A)
                  "first customer shipment" shall mean the date of first
                  shipment by Cisco to any commercial customer of any Product or
                  Release.

         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.

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         C.       Notwithstanding any other provisions hereof, Cisco shall not
                  be liable for any claim based on Customer's use of the Product
                  as shipped after Cisco has informed the Customer 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
                  Customer 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 CUSTOMERS
                  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.

XIII.    LIMITATION OF LIABILITY. SUBJECT TO SECTIONS XII(A) AND IX(D) ABOVE AND
         XIV(I) BELOW AND NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF
         CISCO AND ITS SUPPLIERS AND CUSTOMER UNDER THIS AGREEMENT OR OTHERWISE
         SHALL BE LIMITED TO MONEY PAID TO CISCO UNDER THIS AGREEMENT DURING THE
         TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING
         RISE TO SUCH LIABILITY, OR FIFTY THOUSAND DOLLARS ($50,000), WHICHEVER
         IS GREATER. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
         AGREEMENT, CISCO AGREES THAT RECOURSE BY CISCO FOR SATISFACTION OF
         CLAIMS OF ANY NATURE AGAINST CUSTOMER, ITS MEMBERS, ITS AFFILIATES, OR
         ANY OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS OR EMPLOYEES
         ARISING IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT SHALL BE
         LIMITED SOLELY TO RECOURSE AGAINST CUSTOMER.

XIV.     GENERAL.

         A.       Force Majeure. Neither party hereto shall be liable for any
                  delay or failure in performance whatsoever due to any
                  occurrence which is beyond such party's reasonable control and
                  without its fault or negligence, including but not limited to,
                  Acts of God, earthquakes, shortages of supplies,
                  transportation difficulties, labor disputes, riots, war, fire,
                  epidemics, and similar occurrences; provided, however, that
                  any such force majeure event 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.

         B.       Choice of Law. This Agreement shall be interpreted and
                  construed and legal relations created shall be determined in
                  accordance with the laws of the State of California, without
                  regard to any conflict of law principles.

         C.       Amendments. Any changes or amendments to this Agreement may
                  only be effected by a written instrument signed by the parties
                  hereto.

         D.       Notices. Notices given by a party under this Agreement must be
                  in writing and must be either delivered in person; U.S.
                  mailed, first class, postage prepaid; air courier; or sent via
                  facsimile to the other party at the address set forth on the
                  signature page of this Agreement, and are deemed received
                  three (3) days after posting.

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         E.       No Waiver. No waiver of rights under this Agreement by either
                  party shall constitute a subsequent waiver of this or any
                  other right under this Agreement.

         F.       Assignment. Neither party shall assign or otherwise transfer
                  this Agreement nor any rights under this Agreement without the
                  prior written consent of the other. Notwithstanding the
                  foregoing, this Agreement may be transferred or otherwise
                  assigned to any company or other entity which acquires all or
                  substantially all of the assets of such party. This Agreement
                  shall bind and inure to the benefit of the successors and
                  permitted assigns of the parties.

         G.       Export Restrictions. Customer shall obtain all licenses,
                  permits and approvals required by any government and shall
                  comply with all applicable laws, rules, policies and
                  procedures of the U.S. Government. Customer will indemnify and
                  hold harmless Cisco for any violation or alleged violation by
                  Customer of such laws, rules, policies and procedures.
                  Customer will control the defense and settlement of such
                  claims in accordance with Section XIV(I) below. Customer shall
                  not transmit, directly or indirectly, the Products or any
                  technical data (including processes and services) received
                  from Cisco, nor the direct product thereof, outside of the
                  United States without prior authorization of the U. S.
                  Government where such authorization is required.

         H.       Severability. In the event any of the terms of this Agreement
                  become or are declared illegal by any court of competent
                  jurisdiction, such term(s) shall be null and void and shall be
                  replaced by a mutually acceptable provision of like economic
                  intent and effect. All remaining terms of this Agreement shall
                  remain in full force and effect. Notwithstanding the
                  foregoing, if this paragraph becomes applicable and, as a
                  result; the value of this Agreement is substantially impaired
                  for either party, then the affected party may terminate this
                  Agreement by Notice to the other.

         I.       Personal Injury; Tangible Personal Property Indemnification.
                  Each party shall defend any proceedings or actions brought by
                  a third party against the other party to the extent based on a
                  claim that the negligence of the indemnifying party's
                  employees or agents directly caused bodily injury or damage to
                  tangible personal property. The indemnifying party agrees to
                  indemnify the indemnified party for direct damages including
                  court costs and reasonable attorneys' fees) awarded to third
                  parties as a result of such claims. The indemnifying party's
                  obligation to defend and indemnify hereunder is subject to the
                  indemnifying party being notified promptly in writing of the
                  third party proceeding. The indemnifying party will control
                  the defense and settlement of such claims; provided, however,
                  that the indemnifying party will not settle any claim, other
                  than for monetary damages only, without the other party's
                  prior written consent, which consent will not be unreasonably
                  Withheld. The indemnifying party will permit the other party
                  to participate in any such defense at such other party's
                  expense to the extent such participation is reasonable.
                  Promptly upon the indemnifying party's request, the other
                  party will provide all reasonable assistance in the defense of
                  such claims at the indemnifying party's expense.

         J.       Service Agreement. This Agreement constitutes a service
                  agreement and not a product warranty. Except for the express
                  warranties made hereunder with respect to the Product and the
                  Releases provided hereunder, Cisco makes no warranty to
                  Customer, either express or implied, with respect to any
                  products purchased by customer, except for the Cisco standard
                  limited warranty as set forth in the information which
                  accompanies the equipment. CISCO SPECIFICALLY DISCLAIMS THE
                  IMPLIED WARRANTIES OF

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                  MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR
                  ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

         K.       Survival. Sections VIII, IX(D), X, XI, XII and XIII and XIV
                  shall survive termination of this Agreement.

         L.       Nothing in this Agreement will be construed to constitute or
                  appoint either party hereto as the agent, partner, joint
                  venturer, representative, employer or employee 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.

         M.       This Agreement together with all appendices, exhibits,
                  schedules, attachments and addenda attached hereto or thereto
                  contains the entire agreement of the parties hereto with
                  respect to the subject matter hereof and supersedes any prior
                  agreement understanding, proposal or communication, oral or
                  written, between the parties with respect to such subject
                  matter and will not be varied, amended, or supplemented except
                  in a writing signed by both of the parties hereto. 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. Exhibits A through G and Exhibit I of the Volume
                  Purchase Agreement are hereby incorporated by reference and
                  made a part hereof.

         N.       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.

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