<PAGE>

                                                                   Exhibit 10.19

         Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission pursuant to a request for
              confidential treatment. Asterisks denote omissions.

                     Master Software Development Agreement

This Master Software Development Agreement (this "Agreement") is entered into

between,

on the one hand, Deutsche Borse Systems AG, Borsenplatz 7 - 11, 60313
Frankfurt am Main, Germany

                                                (hereinafter, "DBS")

and, on the other hand,


1.   Deutsche Borse Aktiengesellschaft, Borsenplatz 7 - 11, 60313 Frankfurt
     am Main, Germany

                                                (hereinafter, "DBAG")

2.   Swiss Stock Exchange, Selnaustrasse 30, 8021 Zurich, Switzerland

                                                (hereinafter, "SWX")

3.   Board of Trade of the City of Chicago, 141 West Jackson Blvd., Suite 600-A,
     Chicago, Illinois 60604, United States of America


                                                (hereinafter, "CBOT")

4.   Ceres Trading Limited Partnership, c/o Board of Trade of the City of
     Chicago, 141 West Jackson Blvd., Suite 600-A, Chicago, Illinois 60604,
     United States of America

                                                (hereinafter, "Ceres")

5.   Ceres Alliance L.L.C., c/o Board of Trade of the City of Chicago, 141 West
     Jackson Blvd., Suite 600-A, Chicago, Illinois 60604, United States of
     America

                                                (hereinafter, "Ceres Alliance")

6.   Eurex Frankfurt AG, Borsenplatz 4, 60313 Frankfurt am Main, Germany

                                                (hereinafter, "Eurex Frankfurt")

7.   Eurex Zurich AG, Selnaustrasse 30, 8021 Zurich, Switzerland

                                                (hereinafter, "Eurex Zurich")

8.   Eurex Clearing AG, Borsenplatz 4, 60313 Frankfurt am Main, Germany
<PAGE>

                                                                             -2-



                                                h(hereinafter, "Eurex Clearing")

9.       CBOT/Eurex Alliance, L.L.C., 141 West Jackson Blvd., Suite 1520,
         Chicago, Illinois 60604, United States of America

                                                            (hereinafter, "LLC")


                                   Preamble

A.       DBAG and SWX originally developed and now hold Proprietary Rights in
         the Programs, known as "Eurex 2.0". The Development Parties (DBAG, SWX,
         CBOT and Ceres)entered into a Software License Agreement dated 1
         October 1999 (the "Software License Agreement") that governs their
         respective rights to the Programs.

B.       DBAG and SWX further developed the Programs during the period up to 1
         October 1999, resulting in the Release 3.0 Modifications, which include
         versions 3.0 and 3.1 ("Eurex 3.0" and "Eurex 3.1"). The Software
         License Agreement sets forth the Development Parties' respective rights
         to the Release 3.0 Modifications.

C.       DBAG and SWX entrusted DBS with the maintenance and further development
         of the Programs under two separate Consulting and Support Agreements
         (Beratungs- und Unterstutzungsvertrage) dated 25 March 1999 (the
         "Consulting Agreements").

D.       DBAG, SWX, Eurex Zurich, Eurex Frankfurt, Eurex Deutschland, CBOT,
         Ceres and Ceres Alliance entered into an Alliance Agreement dated 1
         October 1999 (the "Alliance Agreement") in order to coordinate their
         efforts in establishing, operating and maintaining the System as a
         common technological platform. For purposes of the Alliance Agreement,
         LLC will act as the "Future Development Entity" under this Agreement.

E.       Without the participation of the CBOT Group, DBS commenced development
         of version 4.0 of the Eurex Software ("Eurex 4.0") on the basis of the
         Consulting Agreements and, at the end of January 2000, DBS finalized
         the software build for Eurex 4.0, which will be the basis for the
         development of a new version of the Eurex Software ("JV Release 1.0")
         under this Agreement. The Development Parties' respective rights to
         Eurex 4.0 are described in the Software License Agreement and the
         Alliance Agreement. On 20 January 2000, DBS, Ceres and LLC entered into
         an Interim Agreement (the "Interim Agreement") covering development
         work on the Eurex Software and the implementation, operation and
         maintenance of the System with regard to the CBOT Group until this
         Agreement and the Systems Operations Agreement are executed.

F.       DBAG and SWX, acting through their joint subsidiary Eurex Zurich and
         Eurex Zurich's wholly owned subsidiaries Eurex Frankfurt and Eurex
         Clearing (Eurex Zurich, Eurex Frankfurt and Eurex Clearing referred to
         jointly as the "Eurex Entities"), entered into Service Agreements
         (Dienstleistungsvertrage) with DBS on 25 March 1999 (the "Service
         Agreements") under which
<PAGE>

                                                                             -3-


         DBS currently operates and maintains the System for Eurex Zurich and
         for Eurex Deutschland, the German futures and options exchange in
         Frankfurt am Main (run by Eurex Frankfurt). Eurex Deutschland,
         Borsenplatz 7 - 11, 60313 Frankfurt am Main, Germany, is a public law
         entity existing under German law.

G.       The Development Parties wish to establish JV Release 1.0 for the CBOT
         Group and Eurex 4.1 for the Eurex Exchanges as well as future versions
         of the Eurex Software as part of the common technological platform to
         operate the Exchanges as two separate derivatives markets and to
         operate other exchanges pursuant to the Alliance Agreement. The
         Development Parties' respective rights to JV Release 1.0 and Eurex 4.1
         are described in the Software License Agreement and the Alliance
         Agreement.

H.       The parties to this Agreement are executing this Agreement, under which
         DBS will develop and maintain the Eurex Software for LLC on behalf of
         the Development Parties and are also executing a "Systems Operations
         Agreement" under which DBS will implement, operate and maintain the
         System for LLC and the Eurex Entities on behalf of the Exchanges and
         the LLC Group.

                                     (S) 1
         Definitions, Priorities in the Contractual Relationships, Cooperation
         and Fairnes

1.1      Definitions. Terms used in this Agreement with initial capital letters
         (other than proper nouns) have the meanings set forth in the glossary
         of defined terms attached as Schedule 1.1.

1.2      Scope. This Agreement governs the relationship between DBS, on the one
         hand, and the LLC Group and its members, on the other hand, with regard
         to the development and maintenance of the Eurex Software and any other
         software development work even if such other software development work
         has been initiated under the Systems Operations Agreement. The
         installation and implementation of the Eurex Software in the production
         environment and the operation, maintenance and development of the
         System will be governed by the Systems Operations Agreement. The
         parties will, however, coordinate the activities under this Agreement
         and the Systems Operations Agreement.

1.3      Order of Precedence. The Alliance Agreement, the Software License
         Agreement, the corporate governance documents and the shareholder
         agreements between or among two or more members of the LLC Group have
         priority over the terms of this Agreement with regard to their rights
         and obligations under such agreements, and the provisions in this
         Agreement are not to be considered for purposes of interpretation of
         those documents and agreements. The various agreements among the
         members of each of the Eurex Group and the CBOT Group control the
         relationships of the members within each group, and the provisions in
         this Agreement are not to be considered for purposes of interpretation
         of those agreements. Nothing in this Agreement will override or modify
         the terms of, or waive any rights under, any of such other existing
         agreements between the Eurex Group and the CBOT Group. However, this
         Agreement supersedes the
<PAGE>

                                                                             -4-


         Interim Agreement, and payments made under the Interim Agreement will
         be credited against payments due under this Agreement.

1.4      [**]

1.5      Cooperation. The parties hereby agree to cooperate closely and in a
         fair manner. The parties agree that, upon execution of this Agreement,
         questions, in particular those that may arise out of future business
         and organizational developments of the members of the LLC Group or that
         may be the result of other circumstances material to the relationship
         among the parties, may not be entirely anticipated in this Agreement
         from a factual and legal point of view and thus cannot be provided for
         in this Agreement. If any such questions arise with regard to this
         Agreement, then the parties will undertake to renegotiate the term or
         terms in question in order to reach a reasonable agreement reflecting
         their mutual interests. The parties will use their commercially
         reasonable best efforts to assure the successful development and
         maintenance of the Eurex Software ready for the operation of the
         Exchanges as separate derivatives markets with equal access to the
         resources provided for under this Agreement; such equality of access
         will have absolute priority.

1.6      Fairness. The parties acknowledge that DBS is a wholly-owned subsidiary
         of DBAG and that DBAG and DBS are parties to a Profit and Loss Sharing
         Agreement (Ergebnisabfuehrungsvertrag). The terms and conditions of
         this Agreement including, without limitation, the DBS Catalogue of
         Prices, will be no less favorable to the members of the LLC Group than
         the terms and conditions (from DBAG's perspective) of any agreement
         pursuant to which DBS develops, maintains or operates any similar
         software program or computer network, directly or indirectly, in part
         or in total, for DBAG including its Affiliates. DBS represents that the
         DBS Catalogue of Prices corresponds and will, when adjusted pursuant to
         Clause 9.2, continue to correspond to general, competitive market rates
         and will not unduly favor DBS as a subsidiary of DBAG.

1.7      Resource Allocation. The parties anticipate that there will be numerous
         Change Requests submitted to DBS during the course of this Agreement
         which may place considerable demands on
<PAGE>

                                                                             -5-

         DBS's resources. The Change Requests may also require considerable
         resources from the other parties. DBS will treat the LLC Group at least
         as favorably as any of its other customers when allocating resources to
         new Sub-Projects. In order to enable DBS and the other parties to
         allocate resources in a timely manner, the LLC, together with DBS, will
         review anticipated needs for a subsequent calendar year during the
         period from 1 September to 31 October of the current year, and the
         parties will review the allocations again during June of the subsequent
         year for the rest of the year.

1.8      Subcontracting Agreement. To the extent that DBS acquires or has claims
         to greater rights from Andersen Consulting related to the development
         of JV Release 1.0 under DBS' subcontracting agreement with Andersen
         Consulting than any member of the LLC Group has against DBS under this
         Agreement, DBS will pass through and assign those rights and claims to
         such member of the LLC Group (or if non-assignable, DBS will exercise
         such rights as instructed by and for the benefit of such member of the
         LLC Group). Unless the Development Parties agree otherwise, the
         Development Parties will apportion those rights and claims to rights
         among themselves in accordance with the Alliance Agreement and Software
         License Agreement.

1.9      Agreements concerning Restricted Products. DBS will not enter into any
         separate agreements with any of the other parties to this Agreement
         about the development, implementation, operation or maintenance of the
         System involving another party`s Restricted Products without the
         agreement of such party. Notice of other such matters, proposals or
         agreements will be provided to the LLC for a thirty day review period,
         but nothing in this Agreement will restrict any party from moving
         forward from entering into such other agreements with DBS. Such notice
         shall be kept confidential by the members of the LLC Group.

                                     (S) 2
                       Engagement and Project Structure

2.1      Engagement. On behalf of the Development Parties, LLC hereby engages
         DBS as general contractor to develop and maintain JV Release 1.0 and
         any further versions of the Eurex Software as part of the System. The
         development and maintenance of JV Release 1.0 and any further versions
         of the Eurex Software or other applications requested by LLC or a
         Development Party constitutes the "Project". The Project can be divided
         into various "Sub-Projects" (i.e., the current Sub-Projects under
         Clause 2.2 and future Change Requests under Clause 2.5).

2.2      Research and Development.  The Project will initially consist of the
         following Sub-Projects:

         2.2.1    Initial Software Research and Development in which DBS will
                  develop JV Release 1.0 on the basis of Eurex 4.0 as set forth
                  in Schedule 2.2.1. This Schedule 2.2.1 contains the payment
                  schedule for Ceres and the specifications for JV Release 1.0.
                  The specifications for JV Release 1.0 include, without
                  limitation, the specifications for the transition from Eurex
                  3.1 through Eurex 4.0 to JV Release 1.0, the Fine
                  Specifications for
<PAGE>

                                                                             -6-

                  Eurex 4.0, which are contained on a CD ROM in the Schedule,
                  and the Release Notes, which describe the difference between
                  Eurex 4.0 and JV Release 1.0. DBS will make JV Release 1.0
                  available to the Development Parties in the Test Environment
                  for testing by 16 June 2000, and DBS will commence
                  installation of the Signed Off JV Release 1.0 in the
                  Production Environment by 10 July 2000 for simulation.
                  Acceptance of JV Release 1.0 is scheduled for 4 August 2000,
                  and the System is scheduled to be ready for commencement of
                  production on 25 August 2000 under the Systems Operations
                  Agreement. LLC, Ceres and DBS will agree on the actual
                  commencement date for production. In the event that DBS fails
                  to comply with the dates set forth above, DBS will grant
                  Performance Credits to Ceres in accordance with the chart on
                  Schedule 2.2.1a. If the CBOT Group exercises its right to
                  terminate for convenience under Clause 18.2, the fixed
                  payments in lieu of payments underss. 649 German Civil Code
                  are set forth in Schedule 2.2.1b.

         2.2.2    Application Maintenance in which DBS will maintain JV Release
                  1.0 as set forth in Schedule 2.2.2. The maintenance of JV
                  Release 1.0 will be ancillary to the development of JV Release
                  1.0. Unless otherwise instructed by LLC, DBS will provide
                  Application Maintenance under this Agreement for the
                  Development Parties on JV Release 1.0 until LLC's
                  implementation of future versions of the Eurex Software. LLC
                  may require DBS to provide Application Maintenance on future
                  versions of the Eurex Software for the Development Parties by
                  providing DBS with written notice of its desire for DBS to
                  provide such Application Maintenance. LLC and DBS will then
                  negotiate in good faith the terms and conditions of such
                  Application Maintenance, which terms and conditions will be
                  set forth in a Change Request.

         The scope of work for all Sub-Projects is defined in Schedules 2.2.1,
         2.2.2 and any Change Requests (see, Clause 2.5), and may be refined in
         appropriate document Deliverables once such Deliverables have been
         Signed Off (see, Section 8). The scheduling of work for each Sub-
         Project (e.g., milestones, completion dates and Performance Credits)
         will be set forth in the corresponding Schedule or Change Request.

2.3      Priority. Additional work can be identified during the course of the
         Project. The terms and conditions for all work are set forth in
         Schedules 2.2.1 and 2.2.2 and the Change Requests. If any provision in
         Schedules 2.2.1 and 2.2.2 expressly states that it has priority over
         the terms of this Agreement, or if any provision in a Change Request
         expressly contradicts a provision in this Agreement, the provision in
         the Schedule or the relevant Change Request will have priority over the
         relevant terms of this Agreement. If a provision in Schedule 2.2.1 or
         2.2.2 or a Change Request contradicts a provision in a Change Request,
         the most recent provision will have priority.

2.4      Deliverables, Services, Tasks. Schedules 2.2.1 and 2.2.2 and each
         Change Request must describe the specific work results ("Deliverables")
         to be produced under the Schedule or Change Request. A Deliverable must
         include, if appropriate, functional and technical specifications
<PAGE>

                                                                             -7-


         ("Detailed Definition") for itself or for other Deliverables. Schedules
         and Change Requests relating to ongoing services ("Services") will
         describe the service in detail and the standards for determining the
         quality of service. Schedules and Change Requests, and documents
         prepared pursuant to Schedules and Change Requests, will assign
         specific work ("Tasks") to the parties and establish time frames in
         which the Tasks are to be completed; Tasks will also constitute
         Deliverables to the extent that the Task requires the production of a
         specific work product and not just an ongoing service. Schedules and
         Change Requests can also establish the price for the Tasks, together
         with a payment schedule and may include a schedule of resources to be
         devoted to the work, including the number of man days each party will
         provide, the equipment and the premises where the work will be carried
         out.

2.5      Change Request. LLC or DBS can request a change in the scope of work or
         any other part of the Project at any time ("Change Request"). A Change
         Request will be in writing and will follow a format which DBS and LLC
         will agree without undue delay. A Change Request must contain
         sufficient information to enable the addressee to reasonably evaluate
         the Change Request including particularly:

         .     description of the change (including specifications, test
               procedures, date of completion, etc.),

         .     reasons for the change,

         .     additional resources required to implement the change (including
               any proposed subcontractors other than Freelancers),

         .     impact on time frame for completion of affected Deliverables,

         .     impact on service levels, particularly with regard to the service
               levels established under the Systems Operations Agreement,

         .     cost impact of the change and allocation of responsibility for
               increased costs or benefits from reduced costs; if appropriate,
               the Change Request will contain either a time and materials price
               scheme or a fixed price for the additional work together with a
               payment schedule.

         If the party submitting a Change Request cannot reasonably provide
         sufficient information under the above categories using the party's own
         resources, the submitting party can require the other party to assist
         in providing the missing information without undue delay. If a Change
         Request initiated by LLC requires DBS to expend more than one man day
         in order to complete the information, DBS can charge for its work on a
         "time and materials" basis if DBS has informed LLC in advance that it
         intends to charge for such efforts. DBS will not charge if one man day
         or less is required to complete the information.
<PAGE>

                                                                             -8-


         A Change Request will become binding when it has been signed by both
         LLC and DBS. LLC and DBS will evaluate Change Requests without undue
         delay. No party is under an obligation to perform work under a Change
         Request prior to its having been signed; the costs for performing any
         such work prior to signing will be borne by the party performing the
         work.

         LLC can require DBS to accept a Change Request if (i) the Change
         Request is related to JV Release 1.0 or subsequent versions of the
         Eurex Software, and (ii) LLC has agreed to compensate DBS for the work
         under the Change Request in accordance with the then-applicable DBS
         Catalogue of Prices (see, Clause 9.2). DBS cannot require LLC to accept
         a Change Request.

         A Development Party submitting an instruction under Clause 3.2.1 or
         3.2.2 must comply with the Change Request procedure. The Change Request
         will become binding when it has been signed by one or more authorized
         officers of the Development Party without the LLC Program Managers
         having to sign it. Such a Change Request cannot be to the detriment of
         another party which does not sign the Change Request. In the case of a
         Change Request which is to detriment of a party, all affected parties
         (including DBS) will use their commercially reasonable best efforts to
         achieve a work around. The other provisions governing Change Requests
         and the pertinent provisions of this Agreement apply, mutatis mutandis.

         DBS will treat Change Requests and instructions proposed by the CBOT
         Group no less favorably than DBS treats those submitted by the LLC or
         the Eurex Entities, respectively.

2.6      Third Party Bids.  In spite of the appointment of DBS as general
         contractor, LLC can also solicit bids from third parties for any
         Modifications not covered by Schedules 2.2.1 and 2.2.2, subject to the
         following:


         2.6.1    LLC will also invite DBS as a preferred provider to bid on any
                  future development of Modifications and will provide DBS with
                  the same information it provides to other parties who are
                  asked to bid. LLC will treat DBS at least as favorably as
                  other bidders for the work.

         2.6.2    DBS will always be involved through the Change Request
                  procedure in both pre-acceptance testing of any Modifications
                  developed by a third party and subsequent testing. As part of
                  the Test Procedures, LLC will provide DBS copies of the source
                  code and documentation for any Modifications developed by a
                  third party to the extent that LLC has access to the source
                  code and documentation.

         2.6.3    DBS is not required to put any Modifications developed by a
                  third party into production until the tests have demonstrated
                  that such Modifications do not have a detrimental impact on
                  Service Levels established under the Systems Operations
                  Agreement.
<PAGE>

                                                                             -9-

         2.6.4    DBS will not unreasonably object to or delay acceptance of
                  Modifications developed by a third party or unreasonably
                  refuse to put, or delay putting, them into production.

         2.6.5    DBS will provide reasonable cooperation and assistance to LLC
                  and third party bidders (on a time and materials basis charged
                  to LLC) in connection with soliciting bids for Modifications
                  not covered by Schedules 2.2.1 and 2.2.2.

                                     (S) 3
                          Participants in the Project

3.1      Supervision. DBS will organize and supervise the Project and the
         performance by each party of its obligations under Schedules 2.2.1 and
         2.2.2 and the Change Requests. DBS will bear the overall responsibility
         for completion of work within the scheduled time frames and within
         agreed budgets for manpower and expense. DBS will, therefore, be
         responsible for the management of the Project including the
         coordination and direction of the various participants' efforts.

3.2      Instructions. The Project requires extensive cooperation by all
         parties. LLC will be responsible for ensuring and coordinating the
         contributions of the members of the LLC Group. Only LLC has authority
         to issue instructions to DBS. If another party issues an instruction to
         DBS, the instruction is invalid until LLC confirms the instruction. The
         only exceptions to the preceding two sentences are as follows:

         3.2.1    If one of the Development Parties issues a written instruction
                  to DBS which states that immediate compliance with the
                  instruction is required by a regulatory agency having
                  authority over an Exchange, DBS must immediately (i) commence
                  work in accordance with the instruction, and (ii) forward a
                  copy of the instruction to LLC. The instructing Development
                  Party will pay DBS for work under such an instruction on a
                  time and materials basis (see, Clause 9.2). If DBS reasonably
                  believes that implementation of the Development Party's
                  instruction is contrary to other work under the Project or
                  would materially impair DBS's ability to complete the Project
                  by the scheduled date, DBS will notify the instructing
                  Development Party and LLC accordingly, and DBS will not be
                  required to implement the instruction until LLC has confirmed
                  the instruction.

         3.2.2    If one of the Development Parties requests (using the Change
                  Request form) a Modification to the Eurex Software (other than
                  under Clause 3.2.1), DBS will immediately ask LLC to confirm
                  the request. If LLC does not confirm the request within one
                  week, the Development Party which made the request can
                  instruct DBS to implement the Modification at that Development
                  Party's expense, even if LLC has rejected the request. If DBS
                  reasonably believes that implementation of the instruction is
                  contrary to other work under the Project, DBS will notify the
                  instructing Development Party and LLC accordingly, and DBS
                  will not be required to implement the instruction until LLC
                  has confirmed the instruction.
<PAGE>

                                                                            -10-

         3.2.3    Clause 3.2.1 also applies to instructions from the Eurex Group
                  with regard to clearing functionality so long as CBOT (or one
                  of its Affiliates or CBOT's clearing house) is not using this
                  functionality. Afterwards, instructions from a Development
                  Party concerning clearing will fall under Clauses 3.2.1 (with
                  respect to requirements of a regulatory agency) or 3.2.2.

3.3      Delays. Reference to obligations of LLC also includes all Tasks to be
         performed by the members of the LLC Group. DBS will not be responsible
         for delays in the completion of the Projects or for budget overruns
         which are caused by acts or omissions by a member of the LLC Group. DBS
         must notify LLC of the specific risk that the delay or budget overrun
         will occur, and the relevant member of the LLC Group must be given the
         opportunity to perform the relevant Task without undue delay.

3.4      LLC Participation. LLC will provide the resources identified in
         Schedules 2.2.1 and 2.2.2 and the Change Requests and perform such
         other Tasks as may be set forth in the Schedules 2.2.1 or 2.2.2,
         respectively, and the Change Requests. LLC can participate in the
         Project, and LLC will provide DBS with all reasonable cooperation and
         assistance in the Project, in each case, including:

         3.4.1    LLC will make all decisions reasonably requested of it by DBS
                  in a timely manner; such decisions will be made at the latest
                  within one week of receipt of a written request from DBS for
                  the decision; this one week period does not commence to run if
                  LLC still requires reasonable information from DBS before
                  making the decision. The one week period will be extended by a
                  reasonable amount of time if circumstances require this.

         3.4.2    LLC will provide in a timely manner all information which DBS
                  reasonably requests.

         3.4.3    As DBS may reasonably request assistance, LLC will make
                  employees of the applicable members of the LLC Group (or their
                  Freelancers and subcontractors) available at locations where
                  work on the Project is being conducted in order to provide
                  such assistance in a timely manner.

         3.4.4    The members of the LLC Group may assign additional personnel
                  (including employees and Freelancers) to participate in the
                  Project for the purpose of acquiring know-how about the System
                  upon submitting a written Change Request to DBS specifying the
                  following information:

                  - the identity and current employment status of the personnel,

                  - where and why the personnel should participate in the
                    Project,

                  - the duration of the participation,
<PAGE>

                                                                            -11-

                  - to the extent reasonably possible, what type of know-how the
                    personnel should acquire.

                  The members of the LLC Group may also assign subcontractors'
                  employees upon receiving the prior written consent of DBS,
                  which will not be unreasonably refused or delayed. Reasonable
                  grounds include

                  (i)   the participation of such subcontractor employees would
                        materially interfere in DBS's performance of its
                        obligations under the Project, or

                  (ii)  the participation of such subcontractor employees would
                        result in a material risk that highly sensitive DBS
                        know-how would become available to potential DBS
                        competitors.

                  DBS can charge for accommodating such personnel (including
                  compensation for office space and other facilities provided to
                  such personnel) on a time and materials basis.

         3.4.5    LLC will provide appropriately equipped facilities designated
                  by the Program Managers, particularly in the United States of
                  America (the "Facilities"), for carrying out the Project
                  within the scheduled time frame at the reasonable request of
                  DBS. The appropriate equipment in the Facilities does not
                  include components of the System which are being provided by
                  DBS.

         3.4.6    LLC will provide DBS and its subcontractors with access to the
                  Facilities 24 hours per day on every day of the year
                  (including weekends and holidays) except to the extent that
                  security requirements make such access unreasonable.

         3.4.7    DBS will provide reasonable assistance (including consulting
                  and access to the Development Environment and the Network) to
                  the members of the LLC Group and their employees and
                  subcontractors so that they can perform their Tasks and other
                  work relating to the Eurex Software (including Modifications
                  to be developed by third parties).

3.5      Program / Project Managers. DBS will appoint one Program Manager. LLC
         will appoint two Program Managers, one representing the CBOT Group and
         the other representing the Eurex Group. The Program Managers are
         entitled to make all decisions and issue all declarations on behalf of
         their principals with regard to any aspect of the Project. LLC's
         Program Managers can only act jointly unless specifically provided
         otherwise in this Agreement (e.g., Clauses 7.3 and 9.1). Each party
         will also appoint substitute Program Managers who can exercise the
         authority of the Program Managers in their absence. LLC and DBS do not
         have any responsibility for monitoring whether the other side's Program
         Manager(s) have actually complied with the internal approval
         procedures. One side's Program Manager(s) can delegate authority for a
         specific matter or for categories of matters to another person by
         informing the other side's Program Manager(s) in
<PAGE>

                                                                            -12-

         writing; the delegation of authority can only be cancelled by written
         notification to the other Program Managers.

         Each party will appoint a "Project Manager" and, if appropriate, a
         substitute for each Sub-Project. The Program Managers and their
         substitutes can also act as Project Managers. A person can be appointed
         as a Project Manager for more than one Sub-Project. The Project
         Managers coordinate the daily work on the corresponding Project, but
         the Project Managers are not authorized to issue legally binding
         declarations on behalf of their principals. The names of the current
         Program Managers, their substitutes and the Project Managers and their
         substitutes, if any, are set forth in Schedule 3.5.

3.6      Steering Committee. As soon as practicable after the execution date of
         this Agreement, the parties will establish a "Steering Committee" which
         is at the same time "Steering Committee" of the Systems Operations
         Agreement and which will have the following functions:

         .     monitor the progress of the Project and each Sub-Project and the
               coordination with activities under this Agreement and the Systems
               Operations Agreement,

         .     review the timetables, work plans and staffing for each Sub-
               Project,

         .     review the scope of work in each Sub-Project,

         .     review Change Requests,

         .     review Project Problems.

         The Steering Committee will be structured as follows:

         3.6.1    The Program Managers will be members of the Steering
                  Committee. The Steering Committee will also include such other
                  individuals as DBS and LLC may appoint in their own reasonable
                  discretion so long as the total number of members does not
                  exceed 9; at least one third of the members in the Steering
                  Committee will be appointed by DBS. LLC will appoint the other
                  members. The parties anticipate that the composition of the
                  Steering Committee will be virtually identical with the
                  composition of the Steering Committee under the Systems
                  Operations Agreement, although this is not required.

         3.6.2    The composition of the Steering Committee on the execution
                  date of this Agreement is set forth in Schedule 3.6.2. Each
                  party may change its representatives in the Steering Committee
                  upon two week's written notice to the other party; provided,
                  however, that the Program Managers will always be members of
                  the Steering Committee.
<PAGE>

                                                                            -13-

         3.6.3    The Steering Committee will meet (including by telephone or
                  video conference) whenever a meeting is called by a Program
                  Manager. Otherwise, the Steering Committee is completely free
                  in how it organizes its activities.

         3.6.4    The Steering Committee is only intended to promote the flow of
                  information between the parties. Thus, no issues will be
                  decided by a vote and the Steering Committee will not have any
                  authority to issue legally binding declarations on behalf of
                  any of the parties. Each party remains free to make its own
                  decisions on issues arising under the Project.

3.7      Escalation Committee. The parties will establish an "Escalation
         Committee" which will consist of CBOT's Chairman and Chief Executive
         Officer, the Chief Executive Officer of DBAG's Management Board
         (Vorsitzender des Vorstands), the Chairman of SWX and the Chief
         Executive Officer of DBS's Management Board. The purpose of the
         Escalation Committee is to discuss Project Problems which are not
         resolved after being referred to the Steering Committee (see, Clause
         7.4).

3.8      Subcontractors. Each party may engage third parties as subcontractors
         in connection with this Agreement. Subject to Clause 2.6, DBS and LLC
         must obtain the prior written consent of the other party prior to
         engaging a subcontractor if the annual remuneration to the
         subcontractor is anticipated to exceed EURO 500,000, which consent will
         not be unreasonably withheld. DBS or LLC, as the case may be, must
         obtain the other's written approval prior to engaging any subcontractor
         that may use or have access to, or allowing any previously engaged
         subcontractor to use or have access to, personal or private data of any
         person. A subcontractor who is a natural person is a "Freelancer". Each
         party will be liable for the performance of its subcontractors under
         ss. 278 German Civil Code. Each party must especially make sure that
         its subcontractors comply with all provisions of the Agreement relating
         to confidentiality and intellectual property rights (e.g., Sections 13,
         14 and 15), and each party must require each of its subcontractors to
         execute appropriate non-disclosure agreements consistent with the
         requirements of Section 15. DBS will use commercially reasonable
         efforts when hiring subcontractors to use local resources. DBS will
         also use commercially reasonable efforts to include provisions in
         contracts with subcontractors which will permit DBS to assign the
         subcontracts to members of the LLC Group or third parties who provide
         services to them after termination of this Agreement.

                                     (S) 4
                        Legal and Regulatory Environment

4.1      Compliance. DBS will build the Eurex Software so that it complies with
         legal and regulatory requirements (including the technical basis for
         each of the Exchanges to comply with the IOSCO Principles for the
         Oversight of Screen Based Trading Systems for Derivative Products to
         the extent that specific IOSCO Principles relate to functionality
         included in the Eurex Software) for the operation of the Exchanges in
         effect on the execution date of this Agreement. LLC is responsible
<PAGE>

                                                                            -14-

         for informing DBS about these requirements and their impact on the
         functionality of the Eurex Software.

4.2      Other Standards.  LLC can require that the Project comply with other
         standards at any time during the Project by initiating the Change
         Request procedure.

4.3      Monitoring. LLC will monitor all changes in the legal and regulatory
         requirements and standards set forth in the preceding Clauses 4.1 and
         4.2. LLC will inform DBS without undue delay about any changes needed
         in the Eurex Software in order to comply with changes in such
         requirements and standards, and DBS will implement such changes without
         undue delay. The relevant Development Parties will bear the costs of
         any changes in the Project resulting from changes in the applicable
         legal and regulatory requirements and the standards designated by LLC
         that occur after the execution date of this Agreement.

4.4      Regulatory Audits.  DBS will grant reasonable access to its
         facilities, records and personnel to regulatory authorities for the
         purpose of auditing the Exchanges.


                                     (S) 5
                  Development Tools and Environment, Equipment

5.1      Tools. DBS will use various tools and methodology ("Tools") during the
         Project. DBS may modify the Tools or add and delete individual Tools in
         its free discretion at any time; provided, however, that no
         modification, addition or deletion will relieve DBS from any of its
         obligations hereunder or adversely affect the performance of the
         System. DBS represents that the development, use, operation and
         maintenance of any Deliverable which it supplies will not require the
         use of any Tool except to the extent expressly set forth in the
         respective Detailed Definitions. DBS will obtain the prior written
         consent of LLC prior to using any material Tool in the Project such as
         third party Tools or Tools which are commercialized by DBS ("Material
         Tool").

5.2      Use. DBS grants to the Ownership Parties a perpetual, irrevocable,
         world-wide, non-exclusive license (with the right to sublicense in
         connection with a sublicense of any part of the System) to use Tools
         which are reasonably necessary for the development, implementation,
         maintenance or use of the System even after termination of this
         Agreement. This license includes the right to sublicense for the
         purpose of developing, implementing, maintaining and using the System.
         If there are any Tools that are used for operation of the System, the
         Ownership Parties will have rights to such Tools under the Systems
         Operations Agreement. The license for currently used Tools is royalty
         free. Compensation for future Tools can be agreed. If DBS creates a
         Tool outside of the scope of this Agreement after this Agreement is
         signed, the use of such a Tool and the compensation for the license to
         the Tool (based on a reasonable contribution to the costs DBS incurs in
         developing the Tool) must be set forth in the corresponding Change
         Request. The Ownership Parties have the right to approve the proposed
         use of any Tool by executing such Change Request. If use of a Tool
         requires the consent of a third party from whom DBS has
<PAGE>

                                                                            -15-

         obtained the Tool, at the request of any member of the LLC Group, DBS
         will use its best efforts to obtain the consent at favorable
         conditions, and the relevant member of the LLC Group will bear any
         additional costs for obtaining the right to use the Tool (e.g.,
         additional license fees to the third party).

5.3      Reliance. The LLC Group is relying on DBS's technical expertise to
         select and use Tools that are appropriate and sufficient for the
         completion of the Project. DBS grants no other warranty with regard to
         Tools. LLC, its subcontractors and the other parties to this Agreement
         will be given the opportunity to examine Tools prior to using them and
         will acquire the use of Tools "as is" unless a third party has provided
         a greater warranty, in which case the warranty will be assigned to LLC
         or, if not assignable, DBS will exercise any warranty rights against
         the third party for the account of LLC.

5.4      Location. DBS will perform most of the development work for the System
         in its own facilities in Frankfurt am Main, and DBS will own the
         development environment in Frankfurt am Main.

5.5      Advice. To the extent a member of the LLC Group purchases its own
         equipment (including hardware, software, telecommunications materials,
         and anything else relating to the System), DBS will recommend
         appropriate equipment to LLC based on a Change Request and based on
         information received from LLC and information developed during the
         course of the Project. DBS will make its recommendations based on its
         reasonable assessment of the Project's requirements. DBS assumes no
         liability, however, for any defect in the equipment purchased. All
         responsibility for purchasing the equipment and the risks associated
         with any defect in such equipment will be borne by the purchaser. Each
         member of the LLC Group is relying on DBS's technical expertise in
         recommending equipment that is appropriate for such member's use of the
         equipment in connection with the System.

5.6      Commissions. When making a recommendation about equipment which LLC or
         one of the other parties should purchase, DBS will disclose to LLC or
         the relevant other parties any commissions to which DBS might be
         entitled from a third party supplier of the equipment for having made
         the recommendation. DBS will pass the benefit of such commissions
         actually received from a supplier to the purchaser. The amount of the
         benefit in EURO will be calculated without interest and, if applicable,
         converted to EURO at the reference exchange rate of the foreign
         currency, quoted by the European Central Bank, in which the commission
         is received on the first business day in Frankfurt/Main following
         receipt of the commission; if the European Central Bank does not set a
         reference exchange rate for the foreign currency, the applicable
         exchange rate will be the rate for the purchase of EURO quoted by the
         Deutsche Bank AG, Frankfurt am Main.
<PAGE>

                                                                            -16-

                                     (S) 6
                                     Scope

6.1      Scope. The scope of work in the Project will be defined in Schedules
         2.2.1 and 2.2.2 and the Change Requests, as refined in appropriate
         document Deliverables once such Deliverables have been Signed Off (see,
         Section 8). The LLC Group is relying on DBS's technical expertise to
         define the scope of the Project and each Sub-Project based on the
         functionality requested by the LLC Group. DBS is responsible for any
         decisions it makes concerning the technology built into the System.

6.2      Alternative Solutions. The parties recognize that there may be various
         solutions to a specific aspect of the Project (including the technology
         built into the System). DBS will propose solutions which it reasonably
         believes will best meet the needs of the LLC Group while complying with
         the defined scope of work. If LLC rejects a proposed solution that
         meets all of the requirements of this Agreement in favor of an
         alternative, DBS will inform LLC in writing within two weeks of receipt
         of the alternative proposal about any anticipated increased costs or
         delay and, if appropriate, additional resources which are required, as
         well as all anticipated problems with the solution selected by LLC such
         as impact on service levels. If the parties cannot reach agreement
         either at the operational level or after discussing the matter in the
         Steering Committee, LLC can insist on its alternative solution. In this
         event, DBS will be obliged to perform the work on the alternative
         solution once a corresponding Change Request, in which LLC agrees to
         compensate DBS for such work in accordance with the then-applicable DBS
         Catalogue of Prices (see, Clause 9.2), has been signed by LLC. The
         obligation of DBS to perform work under such a Change Request is
         subject to the condition precedent that DBS has reasonable access to
         the additional resources set forth in the notice submitted to LLC under
         sentence 3. Notwithstanding LLC's insistence on its alternative
         solution, DBS remains responsible pursuant to Clause 3.1 for the
         successful completion of work under this Agreement.

                                     (S) 7
                                Project Problems

7.1      Notification. LLC and DBS can notify each other at any time in writing
         about a "Project Problem". A Project Problem is (i) an alleged failure
         of a party to perform its obligations, (ii) a disagreement about
         whether requested work or material is within the scope of the Project,
         or (iii) any circumstance, whether or not within the control of the
         parties, which adversely affects performance under this Agreement
         within the agreed time and budget.

7.2      Timeliness. LLC and DBS will inform each other about a Project Problem
         without undue delay after becoming aware of it. If documentary evidence
         clearly shows that a party was aware of a Project Problem or should
         have been aware of the Project Problem exercising a highly professional
         standard of care, and the party failed to inform the other party within
         two weeks of becoming aware or when it should have become aware, the
         party who raises the Project Problem cannot assert any claims or other
         rights against the other party resulting from the Project Problem
<PAGE>

                                                                            -17-

         prior to notification, but the party raising the Project Problem can
         require the other party to correct the Project Problem without undue
         delay.

7.3      Content. LLC and DBS must notify each other of a Project Problem in a
         written "Problem Report" which at a minimum contains sufficient
         information (to the extent reasonably available to the notifying party)
         under the following headings to reasonably evaluate the Project
         Problem:

         .     description of the Project Problem including a designation of
               those parts of the Project affected by the Project Problem,

         .     estimated impact on timing and costs,

         .     proposal for corrective action,

         .     description of the resources needed for the corrective action,

         .     proposal for allocation of costs resulting from the Project
               Problem and the corrective measures.

         A Problem Report only needs to be signed by one Program Manager of the
         party submitting the Problem Report. If a Project Problem relates only
         to an instruction which a Development Party has issued under Clause
         3.2, the Development Party itself can sign a Problem Report.

7.4      Resolution. If the Program Managers cannot resolve a Project Problem
         within two weeks after a Problem Report has been submitted, either LLC
         or DBS (or a Development Party in the case of a Project Problem
         relating only to an instruction under Clause 3.2) can refer the Project
         Problem to the Steering Committee for further discussion and
         resolution; the Steering Committee cannot impose a resolution of a
         Project Problem on a party without the approval of the party's
         representative(s) in the Steering Committee. If this does not result in
         a resolution of the Project Problem within two weeks of such referral,
         any Program Manager can refer the Project Problem to the Escalation
         Committee (see, Clause 3.7 above); the Escalation Committee cannot
         impose a resolution of a Project Problem on a party without the party's
         consent. If any Program Manager notifies the others in writing that the
         Project Problem is urgent, the two week period for referral to the
         Steering Committee or the Escalation Committee will not apply; i.e.,
         the Project Problem can be referred immediately.

7.5      Continued Performance.  Pending resolution of a Project Problem
         (including through arbitration) involving an allegation of improper
         performance on the part of DBS, LLC and any other party obliged to make
         payments to DBS under a Schedule or a Change Request must continue to
         make payments on DBS's invoices equal to (i) the amounts owed for work
         not materially affected by the alleged improper performance, and (ii)
         75% of the other invoiced amounts. DBS cannot suspend performance,
         pending resolution of a Project Problem. However, if LLC or any other
         party fails to
<PAGE>

                                                                            -18-

         comply with their obligation under the first sentence of this Clause,
         DBS can suspend its performance subject to the following:

         a.       If a Development Party has suspended payment only under a
                  Change Request agreed with regard to an instruction the
                  Development Party issued under Clause 3.2, DBS can only
                  suspend performance of its work under that Change Request.

         b.       If a Development Party has suspended payment of its portion of
                  a Sub-Project Price, DBS will notify LLC. If the suspended
                  payment is in excess of what the Development Party is
                  permitted to suspend under the first sentence of this Clause
                  7.5, DBS can suspend its performance under the Sub-Project
                  unless the other Development Parties pay the excess suspended
                  amounts owed by the first Development Party within two weeks
                  after the LLC has received the notice under the preceding
                  sentence.

         For so long as DBS is an Affiliate of DBAG, the above right of DBS to
         suspend performance if payment is suspended does not exist if DBAG is
         the Development Party which suspended payment. Under no circumstances
         will DBS suspend performance except as permitted under this Clause 7.5.

7.6      Record.  If the parties resolve a Project Problem without arbitration,
         the parties will record the resolution in writing.

7.7      Unilateral Action. DBS will maintain a critical path schedule which
         reasonably defines critical components which, if delayed, will have a
         significant impact on the time for completion of any significant
         Deliverable. Schedule 2.2.1 and Clause 2.2.1 contain the critical path
         schedule governing the development and implementation of JV Release
         1.0. The parties recognize, however, that the schedule may not be all
         inclusive. In the event of an actual delay or a delay in complying with
         the critical path schedule which DBS should reasonably anticipate, DBS
         must inform LLC in reasonable detail about such problems and the
         corrective procedures (including the time needed for correction)
         without undue delay using the Project Problem report procedure. In an
         emergency situation, DBS can take unilateral action to mitigate the
         emergency and inform LLC without undue delay afterwards.

7.8      No Waiver.  Compliance with the Project Problem procedure does not
         waive any substantive rights or remedies under this Agreement.

                                     (S) 8
                                 Quality Control

8.1      Deliverables Sign-Off. LLC and DBS will submit Deliverables to the
         other party for "Sign-Off" using a Sign-Off Form (the format of which
         DBS and LLC will agree without undue delay). Sign-Off on a Deliverable
         or Sub-Project does not constitute acceptance or part acceptance of
<PAGE>

                                                                            -19-

         such Deliverable or Sub-Project. The party receiving a Deliverable will
         sign and return the Sign-Off Form or a Deficiency Report (in a form
         which DBS and LLC will agree without undue delay). LLC will examine the
         Deliverables for any discrepancies between the required functionality
         and other characteristics of the Deliverable required by this Agreement
         and the actual functionality and other characteristics of the
         Deliverable as submitted ("Deviations"). LLC is under no obligation to
         examine the technical solutions contained in the Deliverables. The
         Deficiency Report will contain a detailed description of any
         Deviations. A Deficiency Report requires the signature of only one of
         the LLC's Program Managers; an LLC Sign-Off requires the signatures of
         both Program Managers. The party responsible for the Deliverable will
         correct the Deviations without undue delay and resubmit the
         Deliverable. Subject to Clause 8.2, this process will be repeated until
         all Deviations have been corrected. Failure to submit the Sign-Off Form
         or a Deficiency Report within two weeks of receipt of the Deliverable
         will constitute Sign-Off.

8.2      Repeat Attempts. If DBS fails to correct a Deviation listed in a
         Deficiency Report (provided pursuant to Clause 8.1 or 8.4) on the first
         try, DBS will not be entitled to charge for further work required to
         correct the Deviation. Notwithstanding the foregoing, DBS will not
         charge any additional fee for any work required to correct a Deviation
         in a Deliverable to the extent that the Development Parties are paying
         a fixed fee for such Deliverable. Should DBS fail to cure a Deviation
         within a reasonable time, the members of the LLC Group may subcontract
         the work to a third party(without going through the procedures in
         Clause 2.6), and DBS will return any remuneration already received for
         the Deliverable to the extent that the DBS work cannot reasonably be
         used. DBS will cooperate with the new subcontractor. The liability of
         DBS to make payments under this Clause 8.2 is limited to the amount
         which DBS received for the corresponding work.

8.3      No Deviation. If an alleged Deviation described in a Deficiency Report
         is found not to exist and if the alleged Deviation instead constitutes
         a change in the scope of the Deliverable, the party responsible for the
         Deliverable will notify the receiving party accordingly, and the
         receiving party can then initiate the Change Request procedure. If LLC
         and DBS disagree about the existence of a Deviation and the
         disagreement is not resolved by the respective Project Managers, either
         DBS or LLC can initiate the Problem Report procedure.

8.4      Sub-Project Acceptance. DBS will notify LLC that a Sub-Project is ready
         for Acceptance after LLC has Signed Off on all of the Deliverables for
         the Sub-Project pursuant to Clause 8.1 and DBS has successfully
         completed testing, unless otherwise agreed. LLC will have the right to
         test (in accordance with the Test Procedures applicable to the Sub-
         Project) all of the Deliverables and the Sub-Project as a whole, and in
         combination with any other systems, software or hardware with which the
         Deliverables are intended to be used. In particular, LLC will have the
         right to test the Eurex Software as provided in the Systems Operations
         Agreement. In accordance with Clauses 8.4.1 through 8.4.3, LLC will
         either sign a Sub-Project Acceptance Form or a Deficiency Report.
<PAGE>

                                                                            -20-

         8.4.1   When LLC submits a Deficiency Report in connection with a
                 Sub-Project Acceptance, in addition to the detailed
                 description of any Deviation, LLC will classify the Deviation
                 as follows:

                 Class 1: The Deviation would prevent the Sub-Project as a whole
                          from operating or would have such an impact on the
                          operation of the Sub-Project that its use in
                          production would not be commercially viable.

                 Class 2: The Deviation would have a materially detrimental
                          impact on the operation of the Sub-Project as a whole,
                          although the Sub-Project could still be used in
                          production in a commercially viable manner, if
                          necessary with reasonable work-around efforts. If a
                          combination of Class 2 and Class 3 Deviations would
                          prevent the Sub-Project as a whole from being used in
                          a commercially viable manner, the combination of Class
                          2 and Class 3 Deviations constitutes a Class 1
                          Deviation.

                 Class 3: These are any other Deviations. If a combination of
                          Class 3 Deviations would prevent the Sub-Project as a
                          whole from operating or would have such an impact on
                          the operation that their use in production would not
                          be commercially viable, the combination of Class 3
                          Deviations constitutes a Class 1 Deviation. If a
                          combination of Class 3 Deviations would have a
                          materially detrimental impact on the operation of the
                          Sub-Project as a whole, although they could still be
                          used in production in a commercially viable manner, if
                          necessary with workarounds, the combination of Class 3
                          Deviations constitutes a Class 2 Deviation.

         8.4.2    If LLC classifies a Deviation as a Class 1 Deviation during
                  the Test Procedure, LLC can cancel or interrupt the Test
                  Procedure and require DBS to reexamine the Sub-Project and
                  correct the Deviation and any other Deviations which were
                  already identified as soon as possible using its best efforts
                  prior to resubmitting the Sub-Project for the Test Procedure.
                  If LLC classifies a Deviation as a Class 2 Deviation during
                  the Test Procedure, the Test Procedure will continue to the
                  extent reasonably feasible, and DBS will correct the Deviation
                  and any other Deviations which were already identified as soon
                  as possible using its best efforts. LLC must only accept the
                  Sub-Project as a whole after conclusion of the Test Procedures
                  when all Class 1 Deviations have been corrected.

         8.4.3    After conclusion of the Test Procedure, LLC is not entitled to
                  refuse Sub-Project Acceptance due to Class 2 or Class 3
                  Deviations. However, DBS must correct the Class 2 and Class 3
                  Deviations without undue delay after they have been reported.

         Failure to submit the Sub-Project Acceptance Form or a Deficiency
         Report within two weeks after the Test Procedures have been concluded
         constitutes Acceptance of the Sub-Project. Clauses
<PAGE>

                                                                            -21-

         8.2 and 8.3 apply mutatis mutandis. Sub-Project Acceptance under this
         Agreement will not prejudice the rights of LLC under acceptance
         procedures pursuant to the Systems Operations Agreement. If LLC and DBS
         disagree about the classification of a Deviation and the disagreement
         is not resolved by the respective Project Managers, either DBS or LLC
         can initiate the Problem Report procedures.

8.5      Services.  Services, which are not part of any Deliverable (i.e.,
         training services), are not subject to the Sign-Off procedures; rather,
         LLC or DBS can register complaints on a Deficiency Report if they are
         dissatisfied with a Service.

         8.5.1    Complaint.  During the performance of Services any
                  deficiencies must be submitted in writing to the party
                  providing the Services. If documentary evidence clearly shows
                  that a party receiving the Service was aware of a deficiency
                  in the Service or should have been aware of the deficiency in
                  the Service exercising a highly professional standard of care,
                  and that party fails to inform the other party within two
                  weeks of becoming aware, the party receiving the Service
                  cannot assert any claims or other rights against the other
                  party resulting from the deficiency in the Service prior to
                  notification, but the party receiving the Service can require
                  the other party to correct the deficiency in the Service
                  without undue delay. The party rendering the Service must
                  correct the deficiency at its expense.

         8.5.2    Completion. Upon completion of Services, the party providing
                  the Services will inform the other party that the Services
                  have been completed using the Services Completion Notice form
                  (the format of which DBS and LLC will agree without undue
                  delay). Unless the party receiving the Services submits a
                  Deficiency Report within two weeks after receipt of the
                  Completion Notice, the Services will be deemed to have been
                  properly performed.

                                     (S) 9
           Project Price, Payment, Guarantee, Performance Guarantee

9.1      Project Price. Schedules 2.2.1 and 2.2.2 and the Change Requests for
         each Sub-Project will specify the prices ("Project Prices"),
         reimbursable expense categories and payment schedules. The Development
         Parties will only reimburse DBS for those categories of expenses
         identified in the Schedules and Change Requests and only to the extent
         the expenses are reasonable and documented. LLC, at its free
         discretion, can notify DBS that DBS must obtain the approval of only
         one LLC Program Manager before incurring an expense above a specified
         limit unless agreed otherwise in a Change Request.

9.2      Time and Materials. If this Agreement or a Schedule or a Change
         Request does not specify a Project Price or specifies that charges will
         be on a time and materials basis, DBS will charge on a time and
         materials basis according to the DBS Catalogue of Prices. The current
         version of the DBS Catalogue of Prices for the CBOT Group is attached
         as Schedule 9.2a. The current German version of the DBS Catalogue of
         Prices for the Eurex Group is attached as Schedule 9.2b. The
<PAGE>

                                                                            -22-

         prices in Schedule 9.2a are comparable to the prices that DBS charges
         the Eurex Group for the services rendered under the Consulting
         Agreements and will, when adjusted as provided below, correspond to
         general, competitive market rates and will not unduly favor DBS as a
         subsidiary of DBAG.

         9.2.1    LLC and DBS will commence negotiations on a reasonable
                  adjustment of the prices in a future Schedule 9.2 (which will
                  apply to [**] the CBOT Group [**]) on 1 September of each year
                  during the Project. During the term of this Agreement the
                  rates for personnel should only be adjusted in accordance with
                  the changes in general rates for comparable personnel in the
                  information technology industry in the country where the work
                  is performed, and in any case by no more than [**] in any year
                  compared to the previous year's rates. The prices for leased
                  lines, hardware and other non-personnel items will be adjusted
                  up or down corresponding to market prices. If LLC and DBS have
                  not agreed on new prices by 31 October, either of them can
                  initiate the Project Problem procedures. The adjusted prices
                  will apply for the next calendar year. However, the
                  negotiations commencing on 1 September 2000 will also deal
                  with a [**] adjustment of Schedule 9.2a with regard to the
                  prices for the period from 1 September 2000 through 31
                  December 2000. The parties can also agree on fixed prices for
                  Deliverables. DBS will use commercially reasonable efforts to
                  perform work which is charged on a time and materials basis in
                  a cost efficient manner.

         9.2.2    The parties anticipate that DBS will be able to realize
                  synergies during the course of the Project, for example, by
                  permitting parts of the System to be shared by members of the
                  LLC Group or used for the benefit of third parties (e.g.,
                  joint use of Access Points) or by designing the System or
                  parts thereof to allow the members of the LLC Group to share
                  costs. The parties will take resulting cost savings into
                  account when negotiating adjustments of Schedule 9.2 under
                  Clause 9.2.1.

9.3      Invoices. DBS will send invoices directly to the Development Parties
         for all Project Price payments and will provide a copy of all invoices
         to LLC. Unless otherwise directed by the LLC in writing prior to
         issuing an invoice, DBS will allocate the charges among the Development
         Parties as set forth in Clause 9.6. Each invoice will set forth the
         total charges due and the amount of such charges allocated to each
         Development Party. Each invoice will be also include supporting
         information for the specific line items which are charged. LLC can
         conduct an audit of DBS records to the extent reasonably required to
         confirm the accuracy of the invoiced amounts (e.g., reviewing
         timesheets, travel expense reports).

9.4      VAT, Tax Laws. The Project Prices are net of any Value Added Tax or
         withholding taxes. The Development Parties will pay any Value Added Tax
         or withholding taxes assessed on payments they make to DBS. Under
         current German law and proposed tax legislation, no member of the LLC
         Group will be liable for German VAT. If tax laws change after the
         execution of this Agreement so that any member of the LLC Group is
         required to pay any new non-refundable
<PAGE>

                                                                            -23-

         taxes to a tax authority on payments made to DBS under this Agreement,
         any member of the LLC Group can require the other parties to commence
         negotiations on an adjustment of this Agreement in order to minimize
         the tax detriment to the members of the LLC Group. No party is under an
         obligation to accept an adjustment which would have a materially
         detrimental financial impact on it or one of its Affiliates. If the
         parties do not agree on an adjustment within two months of receipt of
         the request to commence negotiations, a party for which there would be
         a materially detrimental financial impact on itself or one of its
         Affiliates can terminate this Agreement by written notice effective at
         the end of the calendar month following the month in which the notice
         is given. DBS will not charge early termination penalties to LLC or the
         Development Parties pursuant to Clause 18.2 or otherwise in this case,
         but DBS will charge for its efforts to wind down the work under this
         Agreement or transfer the work to one or more of the other parties or
         to a third party on a time and materials basis.

         Prior to receiving any payment which may be subject to United States
         withholding taxes from any party pursuant to this Agreement, DBS shall
         confirm in writing that such payment is not subject to withholding
         taxes or deliver to such party two original copies of Internal Revenue
         Service Form W-8ECI (or any successor forms), accurately completed and
         duly executed by DBS, together with any other certificate or statement
         of exemption required under the Internal Revenue Code or the
         regulations issued thereunder to establish that DBS is not subject to
         deduction or withholding of United States federal income tax with
         respect to such payments. DBS hereby agrees, from time to time after
         the initial delivery by DBS of such confirmation, forms, certificates
         or other evidence whenever a lapse in time or change in circumstances
         renders such forms, certificates or other evidence obsolete or
         inaccurate in any material respect, to deliver to the respective party
         a reconfirmation that such payment are not subject to withholding tax
         or two new original copies of Internal Revenue Service Form W-8ECI (or
         any successor forms) accurately completed and duly executed by DBS,
         together with any other certificate or statement of exemption required
         under the Internal Revenue Code or the regulations issued thereunder to
         confirm or to establish that DBS is not subject to deduction or
         withholding of United States federal income tax with respect any such
         payments. Notwithstanding Section 9.4, the relevant Project Prices
         shall be paid net of any U.S. withholding tax caused by the failure of
         DBS to provide the applicable party such forms, certificates or other
         evidence.

9.5      Payments. All payments are due within one month of receipt of an
         undisputed invoice and are not subject to any deductions for prompt
         payment (Skonto). All payments will be made free of bank charges or
         other deductions to an account which DBS specifies in writing to LLC.

9.6      Guarantee. The Development Parties, as severally and not jointly liable
         debtors only, are responsible for their respective portions of charges
         under this Section 9. The Development Parties guarantee, as severally
         and not jointly liable debtors only, all of the liabilities of LLC to
         DBS under this Agreement; the responsibility of the Development Parties
         under this sentence will be allocated 50 % to CBOT, [**] to DBAG and
         [**] to SWX except with respect to Change Requests relating to Eurex
         Release 4.1 and unless the Schedules and/or Change Requests
<PAGE>

                                                                            -24-

         provide otherwise or LLC informs DBS otherwise in writing prior to DBS
         filing a claim in arbitration. CBOT guarantees all liabilities of any
         member of the CBOT Group owed to DBS. DBAG guarantees [**] and SWX
         guarantees [**] of any liability owed by a member of the Eurex Group to
         DBS, including Change Requests relating to Eurex 4.1 unless otherwise
         provided in such Change Requests. These guarantees constitute
         independent guarantees (selbstschuldnerische Burgschaft). Unless LLC
         and DBS agree otherwise in writing, LLC will not be responsible (either
         as debtor or guarantor) for any charges or expenses under this Section
         9 of this Agreement.

9.7      Performance Guarantee. At the request of LLC, DBS will provide a bank
         guarantee from the Deutsche Bank AG, Frankfurt am Main, in the amount
         of [**] for the benefit of the Development Parties as security for the
         Performance Credits under Schedule 2.2.1(a). The bank guarantee will be
         payable upon first written demand of both of LLC's Program Managers
         stating that LLC has not accepted JV Release 1.0 by the date on which
         the demand has been submitted due to the presence of a Class 1
         Deviation. The demand can only be submitted after the date on which JV
         Release 1.0 is scheduled to be placed in production (as of the signing
         date of this Agreement, 25 August 2000). The guarantee will be held by
         LLC and will be returned to DBS upon Final Acceptance of JV Release
         1.0. The Development Parties will bear all bank charges for issuing the
         guarantee.

                                    (S) 10
                                   Warranties

10.1     Exclusion. Except as set forth in Clause 10.3, all claims under
         warranty (Gewahrleistungsanspruche) against DBS for any defects in a
         Deliverable included or used in the Eurex Software that arise after
         LLC's Final Acceptance of a Sub-Project are excluded. However, if DBS
         has a claim under warranty or for any other reason against any
         subcontractor or other third party related to any Deliverable, DBS will
         inform LLC about the claim and, at the request of LLC, assign the claim
         to LLC or assert the claim for the account of LLC.

10.2     Subsequent Sub-Projects. For other Sub-Projects, LLC and DBS will
         negotiate in good faith the terms and conditions of any warranties
         (other than those set forth in Clause 10.3) for the Deliverables
         provided under such Sub-Project. DBS will also be obligated to assert
         warranty claims against subcontractors and third parties as set forth
         in the last sentence of Clause 10.1.

10.3     General Warranties. DBS represents and warrants to each member of the
         LLC Group that: (i) the Ownership Parties will be the sole and
         exclusive owners of all right, title and interest in and to, and free
         of all liens, claims or other encumbrances, all Deliverables and the
         Client Proprietary Rights; (ii) each Deliverable will be free from all
         viruses, worms, trojan horses, cancelbots and other contaminants
         including, without limitation, any codes or instructions that can be
         used to access, modify, delete or damage any data files or other
         computer programs used by any member of the LLC Group; and (iii) the
         Deliverables and the Client Proprietary Rights do not, and will not,
         infringe, misappropriate or otherwise violate any Proprietary Right of
         any third party (the exclusive
<PAGE>

                                                                            -25-

         remedies for this last warranty (iii) are set forth in Section 14).
         These general warranties apply to standard third party software (e.g.,
         standard Microsoft products) only to the extent that DBS has
         corresponding warranties from the third party.

                                    (S) 11
                             Limitation of Liability

11.1     Conduct. DBS will be fully liable (including consequential damages) to
         each member of the LLC Group to the extent DBS's intentional misconduct
         or gross negligence causes or results in any damages or harm to such
         member. Each member of the LLC Group will be fully liable (including
         consequential damages) to DBS to the extent such member's intentional
         misconduct or gross negligence causes or results in any damages or harm
         to DBS; the other members of the LLC Group are not liable for such
         member's intentional misconduct or gross negligence. However, if LLC
         itself commits intentional misconduct or gross negligence, the
         Development Parties are liable as several and not joint guarantors
         under Clause 9.6. If DBS, on the one hand, or any member of the LLC
         Group, on the other hand, notifies the other that it has failed to
         properly perform an obligation, even if the failure was without fault,
         and the notified party fails to cure the failure within a reasonable
         period, the notified party will be liable as set forth above.

11.2     Limitation of Liability. This Agreement (including Schedules and Change
         Requests) contains provisions on liability which apply exclusively in
         specified circumstances (e.g., Performance Credits). To the extent that
         a specific provision does not exist and a party, as a result of
         negligent conduct (including minor negligence) other than gross
         negligence, materially breaches a contractual obligation, that party
         will be liable for the harm suffered by the other parties, except for
         consequential damages.

         11.2.1   The total liability of each of DBS, on the one hand, and the
                  LLC Group taken as a whole, on the other hand, for violations
                  of its obligations under this Agreement and the Systems
                  Operations Agreement is limited to [**] per calendar year.
                  This limit also applies to claims arising under provisions on
                  liability which apply exclusively in specific circumstances
                  (e.g. Performance Credits). This Clause 11.2.1 does not apply
                  to claims under Sections 13, 14 and 16 and Clauses 10.3 and
                  11.1.

         11.2.2   If more than one party asserts claims against DBS in excess of
                  this limit in any year, the claims will rank pari passu; if
                  DBS has already paid claims up to this limit in any year, any
                  additional claims can only be satisfied by an arrangement
                  among the members of the LLC Group.

         11.2.3   If DBS, on the one hand, or any member of the LLC Group, on
                  the other hand, violates its obligations under this Agreement
                  and the Systems Operations Agreement to the extent that the
                  other party would have claims against the violating party in
                  excess of [**] in any calendar year but for Clause 11.2.1, the
                  party whose claim is limited by Clause
<PAGE>

                                                                            -26-

                  11.2.1 can terminate its participation in this Agreement
                  pursuant to Clause 18.1 within one month after notifying the
                  other party in writing of the claim and the amount in excess
                  of [**] ("Claim"). A party which receives notice of the Claim
                  under this Clause 11.2.3 can cancel the effect of the notice
                  of termination by paying to the terminating party the excess
                  amount stated by the terminating party in its notice under the
                  first sentence of this Clause 11.2.3 within one week of
                  receiving the notice of termination; such payment does not
                  prejudice the rights of any of the parties under the Project
                  Problem procedures or in arbitration.

11.3     Recourse. Except for claims which DBS may assert directly against the
         Development Parties as set forth in Clause 9.6, DBS can assert claims
         under this Agreement only against the relevant member of the LLC Group.
         Any party can assert claims directly against DBS in accordance with
         this Agreement. DBS hereby consents to the assignment of any claim LLC
         may have against DBS on behalf of a member of the LLC Group and such
         member of the LLC Group may enforce such claim directly, in its own
         name and on its own behalf, against DBS. The preceding sentences in
         this Clause 11.3 do not, however, prevent any party from applying for
         preliminary injunctive relief directly against any other party.

11.4     Insurance. The limits on liability in Clause 11.2 do not apply to the
         extent that a party maintains insurance policies which would provide
         coverage in excess of the limits on liability. The parties will inform
         each other about current and future insurance policies which provide
         coverage in excess of the limits in Clause 11.2. At the request of LLC,
         DBS will have members in the LLC Group named as additional
         beneficiaries under existing insurance policies; LLC will bear any
         additional costs. DBS will conclude future insurance policies giving
         coverage in excess of the limits in Clause 11.2 upon receiving
         corresponding instructions from LLC and an undertaking by LLC or the
         Development Parties to reimburse DBS for the corresponding insurance
         premiums. LLC can determine the insurer, the beneficiaries and other
         aspects of the insurance policies.

                                    (S) 12
                                    Personnel

12.1     Qualifications. DBS will only assign personnel to the Project who are
         suitably qualified for the performance of DBS's obligations under the
         Project. LLC will only assign personnel to the Project who have
         sufficient knowledge of the aspects of the relevant business,
         functional requirements, practices and areas of expertise in order to
         provide efficient cooperation with DBS in performing the work under the
         Change Requests.

12.2     Key Personnel. Set forth in Schedule 12.2 is a list of each party's
         "Key Personnel". No party will remove its Key Personnel from the
         Project without obtaining the prior written consent of the other party,
         which consent will not be unreasonably withheld. If one of the Key
         Personnel leaves the employment of a party or is otherwise prevented
         from continuing work on the Project, the party will replace the Key
         Person without undue delay with another individual who is appropriately
         qualified
<PAGE>

                                                                            -27-

         upon receiving the consent of the other party, which consent will not
         be unreasonably withheld. For each Sub-Project outside of Schedules
         2.2.1 and 2.2.2, DBS and LLC will provide a list of Key Personnel in an
         appropriate Schedule.

12.3     Transfer. DBS and LLC can require at any time that an individual
         assigned to the Project be transferred to another part of the Project
         or be removed from the Project if such request is based on plausible
         reasons and not purely arbitrary. In the case of Key Personnel, such a
         demand is only permissible if the demanding party can provide clear and
         convincing evidence that the continued presence of the individual will
         endanger the successful completion of the work for which the individual
         is responsible. All demands for transfer or removal must be in writing
         and must state the reasons for the demand; in the case of Key Personnel
         the evidence must be attached to the demand. The other party must
         comply with the request within two weeks and provide a suitable
         replacement without undue delay or deliver a Problem Report to the
         demanding party.

                                    (S) 13
                               Proprietary Rights

13.1     Ownership.  Eurex 4.0 will be the basis for the development of JV
         Release 1.0.


         As between DBS, on the one hand, and the Ownership Parties, on the
         other hand, the Ownership Parties will own all rights, title and
         interest in and to all Deliverables, including the Eurex Software and,
         in accordance with Clauses 5.1 and 5.2, Tools and all rights related
         thereto (the "Client Proprietary Rights"). As among the Ownership
         Parties, ownership of the Client Proprietary Rights will be determined
         as set forth in the Alliance Agreement and the Software License
         Agreement.

13.2     Assignment. DBS will cause its Freelancers and subcontractors to issue
         letters corresponding to Schedule 13.2 for the benefit of the Ownership
         Parties. DBS hereby assigns to the Ownership Parties all of DBS's
         rights in the Client Proprietary Rights as follows:

         The Ownership Parties will each individually own, and have all title in
         and to, the Client Proprietary Rights. DBS, at the Ownership Parties'
         expense, will take such steps as are reasonably required by the
         Ownership Parties to vest and perfect such Client Proprietary Rights in
         the Ownership Parties or their designees. DBS hereby grants to the
         Ownership Parties the irrevocable, perpetual, royalty free, world wide,
         exclusive and transferable right in the Client Proprietary Rights to
         use the same individually for all purposes in any way and form and
         without temporal or geographic limitation.

         Without limiting the generality of the foregoing, DBS hereby grants to
         each of the Ownership Parties the irrevocable, exclusive and
         transferable right to copy the Client Proprietary Rights, to publish,
         license and distribute the Client Proprietary Rights, or any portions
         thereof, under any name and to adapt them, to create derivative works
         of the Client Proprietary Rights, to translate the Client Proprietary
         Rights and to publish such adaptations, derivative works and/or
         translations
<PAGE>

                                                                            -28-

         of the Client Proprietary Rights, to transmit or broadcast and make
         available the Client Proprietary Rights in any interactive way and to
         rent the Client Proprietary Rights to third parties. DBS agrees that
         the respective Ownership Parties are regarded as the makers of any of
         their respective databases (i.e., the databases relating to the
         Ownership Parties' respective markets and members) and that the
         Ownership Parties own all economic exploitation rights and that each of
         them separately may reproduce, distribute and communicate to the public
         any such database in part or in total. The Ownership Parties are
         entitled to grant licenses in all of the above-mentioned Rights.

         As regards the moral rights in the Client Proprietary Rights, DBS
         acknowledges that it is responsible for assuring that the Ownership
         Parties are entitled to (i) the undisturbed use of the Client
         Proprietary Rights and (ii) in particular and without limitation
         hereto, to exercise (on a co-ownership basis) for the relevant author
         the right of dissemination, the right of recognition of authorship, the
         right to prevent distortions of the work, the right to decide whether
         the work should bear the author's designation, the right of access to
         copies of the work and the revocation rights for the Client Proprietary
         Rights. If in the context of the undisturbed use of these rights by the
         Ownership Parties a dispute arises between an author, on the one side,
         and the Ownership Parties, on the other side, then DBS will instruct
         its subcontractors to make sure that the author will exercise its moral
         rights as directed by the Ownership Parties.

         Nothing herein will preclude any Ownership Party from developing for
         itself or for others materials which are derived from those produced in
         creating the Client Proprietary Rights.

13.3     DBS Rights. DBS will be the sole and original owner of, and will have
         the sole and exclusive title in and to: (i) the Pre-Existing
         Proprietary Rights, and (ii) any Proprietary Rights that DBS develops
         after the Effective Date that DBS can clearly establish are outside the
         scope of any work performed under this Agreement and that are not
         necessary for the operation or maintenance of the Eurex Software
         (collectively, the "DBS Proprietary Rights"). Except to the extent DBS
         obtains LLC's prior written approval, DBS may not include or use any
         Pre-Existing Proprietary Rights in any Deliverable or Sub-Project. DBS
         acknowledges and agrees that it is precluded from developing for itself
         or for others materials that are derived from any Deliverable or
         Sub-Project, and DBS disclaims any Rights to the Eurex Software.
         However, subject to the confidentiality obligations of DBS to the LLC
         Group hereunder, this restriction will not preclude DBS from using
         general concepts, know-how and ideas used or developed in the course of
         performing its obligations under this Agreement.

13.4     Source Code; Documentation. To the extent included or used in any
         Deliverable developed or provided by DBS hereunder, DBS will deliver to
         LLC and each Ownership Party the source code version of any computer
         software, and documentation sufficient to enable the use, operation,
         modification and maintenance of such computer software. The source code
         will be delivered by providing each recipient with a CD-ROM or
         equivalent storage medium on which the source code
<PAGE>

                                                                            -29-

         is stored. The documentation will be delivered by providing on a CD-ROM
         or equivalent storage medium on which the source code is stored.

                                    (S) 14
                       Infringement of Third Party Rights

14.1     By DBS. DBS will indemnify, defend and hold each of the members of LLC
         Group harmless for all losses, damages, expenses and costs (excluding
         the consequential damages of the other parties to this Agreement except
         in the case of intentional misconduct or gross negligence on the part
         of DBS) related to or arising from all claims asserted by third parties
         against any one or more members of the LLC Group relating to the System
         or operation of the System, any Deliverables, any Client Proprietary
         Rights or anything else developed by or for DBS under this Agreement in
         which the third parties allege violations of intellectual property
         rights or of similar rights (e.g., under laws against unfair
         competition).

14.2     Notice. Each member of the LLC Group will inform DBS without undue
         delay when such claim is asserted against it. DBS will also indemnify
         each member of the LLC Group against the costs of asserting such
         member's rights relating to such claims if such member coordinates
         assertion of rights with DBS. DBS will select, at its own expense,
         legal counsel reasonably acceptable to the indemnified party for any
         proceedings, although the indemnified party is permitted to have, at
         its own expense, legal counsel of its choice also participate in the
         proceedings.

14.3     Settlement. A member of the LLC Group is not permitted to settle any
         claims of third parties covered by Clause 14.1 so long as DBS fully
         complies with its obligations under the above provisions, unless such
         settlement includes a release of DBS from liability under the claim
         that is the basis of the proceeding.

14.4     Right to Use. If a member of the LLC Group is prohibited in proceedings
         about intellectual property rights or similar rights directed against
         it from using the System or operating, licensing or sublicensing the
         System, the Deliverables and Client Proprietary Rights or anything else
         developed by or for DBS under this Agreement, or if such a prohibition
         is probable in their reasonable estimation, DBS, at its own cost, will
         obtain the right for such party or parties to continue to use the
         affected materials or replace them with another product which is
         equivalent in all aspects or modify the affected materials in such a
         manner that the violation of the intellectual property right or similar
         right no longer exists. This Agreement will then apply to the new or
         modified products.

14.5     Texas Case. Clause 5.1.2 of the Software License Agreement applies
         mutatis mutandis. If the decision in the Texas Case is in favor of the
         plaintiff, the parties will use good faith efforts to modify the
         Project so that the Texas Case does not affect the Project. LLC or any
         Ownership Party can also suspend this Agreement or terminate this
         Agreement pursuant to Clause 18.1.
<PAGE>

                                                                            -30-

                                    (S) 15
                                Confidentiality

15.1     Confidential Information. The parties acknowledge that they have
         received and will receive confidential information in connection with
         this Agreement and the transactions contemplated hereby related to and
         including trade secrets and business information regarding the
         business, financial situation, products and prospects of the other
         parties and their Affiliates ("Confidential Information"). For purposes
         hereof, Confidential Information includes but is not limited to (i) all
         documents and other media given or shown to any other party containing
         the legend, "Confidential," (ii) all documents, other media and other
         information (whether or not in written form) ancillary or related to
         such documents, (iii) all documents, other media and other information
         (whether or not in written form) prepared by the receiving party to the
         extent that they contain, reflect or are based upon, in whole or in
         part, any Confidential Information furnished by the disclosing party,
         (iv) except as set forth in any marketing plan or press release to
         which the parties mutually agree in writing, all information related to
         the subject matter of this Agreement, and (v) all information that is
         Confidential Information as defined in Section 7.3 of the Software
         License Agreement. Confidential Information does not include any
         information: (i) which becomes generally available to the public other
         than as a result of a breach of this Clause 15.1, (ii) which is
         received from a third party provided that the third party is not bound
         by an obligation of confidentiality with respect to such information,
         or (iii) which was legally in a party's possession without obligations
         of confidentiality prior to such information being furnished as
         Confidential Information.

15.2     Use. DBS, on the one hand, and the members of the LLC Group, on the
         other hand, agree that all Confidential Information will be used only
         for the purpose of evaluating and completing the transactions and
         business objectives contemplated herein, in the Systems Operations
         Agreement and in the various agreements among the members of the LLC
         Group. The receiving party of each item of Confidential Information
         will use reasonable efforts, taking into account the materiality and
         proprietary nature of the particular Confidential Information, to
         protect such Confidential Information from unauthorized use or
         disclosure (intentional, inadvertent or otherwise) and, in any event,
         will exercise at least the same reasonable level of care to avoid any
         such unauthorized use or disclosure as it uses to protect its own
         information of a like nature.

15.3     Exceptions. Notwithstanding the foregoing, the parties may disclose
         Confidential Information to third parties with the prior written
         consent of the other parties hereto, and the parties will be free to
         disclose Confidential Information without the consent of the other
         parties to their attorneys and accountants, their clearing
         organizations, and to governmental entities and applicable self-
         regulatory organizations in connection with obtaining regulatory
         approvals to the extent necessary and reasonably appropriate to obtain
         such approvals or as otherwise required by law, rules of, or direction
         by, regulatory authorities having jurisdiction over the disclosing
         party, and only to the extent required by or reasonably requested by
         such authority, as well as to their directors, employees, attorneys,
         consultants and agents on a need-to-know basis in connection with their
         duties, as long as such persons are advised of the confidential nature
         of such information and
<PAGE>

                                                                            -31-

         their obligation to protect it as confidential and are bound by
         confidentiality undertakings consistent with this Section 15.

15.4     Return/Destruction. Except for Confidential Information of DBS that the
         LLC Group is intended to retain under the terms of this Agreement, the
         Systems Operations Agreement and the various agreements among the
         members of the LLC Group, if this Agreement is terminated for any
         reason, the receiving parties of each item of Confidential Information,
         including documents, contracts, records or properties, will return it
         to the disclosing party thereof or, in the receiving party's
         discretion, destroy it and provide a certification to the disclosing
         party that all such Confidential Information has been returned or
         destroyed immediately after termination, except to the extent that
         retention of any Confidential Information is expressly permitted by any
         other written agreement among the parties or their Affiliates. The
         provisions of this Section 15 will survive the termination of this
         Agreement.

15.5     Scope. This Section 15 will not apply to information disclosed by a
         member of the CBOT Group or the Eurex Group to a member of the other
         group; such information is covered by clauses on confidentiality in the
         Software License Agreement and the Alliance Agreement.

                                     (S) 16
                             General Indemnification

16.1     By Members of LLC Group. Each member of the LLC Group will hold DBS
         harmless from any claim asserted against DBS by such other party's
         respective personnel or subcontractors for personal injury or damage to
         property incurred while such personnel are at DBS's or an Affiliate's
         facilities in connection with this Agreement unless the harm was the
         result of intentional misconduct or gross negligence on the part of DBS
         or its Affiliate. Each member of the LLC Group will also hold DBS
         harmless from claims asserted against DBS by third parties resulting
         from intentional misconduct or negligence of such member's personnel;
         the members of the LLC Group are not liable for another member's
         personnel.

16.2     By DBS. DBS will hold the other parties and their Affiliates harmless
         from any claim asserted against them by personnel of DBS or its
         subcontractors for personal injury or damage to property incurred while
         such personnel are at the other parties' or their Affiliates'
         facilities unless such harm was the result of intentional misconduct or
         gross negligence on the part of the other party or its Affiliate. DBS
         will also hold the other parties and their Affiliates harmless from
         claims asserted against them by other persons resulting from
         intentional misconduct or negligence of DBS's personnel.

16.3     Notification. DBS and LLC will notify each other without undue delay if
         a claim is asserted for which a party will be seeking indemnification.
         The right to indemnification also covers the indemnified party's costs
         in defending against the claim so long as the indemnified party
         coordinates the defense of the claim with the party against whom
         indemnification is claimed. A
<PAGE>

                                                                            -32-

         party seeking indemnification is not permitted to settle the matter so
         long as the party against whom indemnification is claimed is in
         compliance with its obligations under this Section 16 unless such
         settlement includes a release of indemnifying party from liability
         under the claim that is the basis of the proceeding.

16.4     Risk Management. Each member of the LLC Group will use commercially
         reasonable efforts to reduce the risk that a third party will assert
         claims against any such member or DBS resulting from the use of the
         Eurex Software by such member.

                                    (S) 17
                                 Public Notices

17.1     Press Releases. Subject to the other parties' prior written approval,
         which will not be unreasonably withheld, each party and its
         subcontractors may advertise and publicize the fact that the parties
         are cooperating on the Project. The parties will cooperate in drafting
         press releases concerning the Project.

17.2     Disputes. Any statement to the press (or to a third party with the
         intent that the third party forward the statement to the press)
         concerning a Project Problem in which one party allocates blame for the
         Project Problem to another party requires the written approval of LLC
         and DBS, which consent will not be unreasonably withheld.

17.3     Terms of Agreement. No party will disclose the terms and conditions of
         this Agreement or proposed Change Requests except to the other parties
         or as reasonably required to perform its obligations or as required by
         law, or for such disclosures as may be necessary or desirable in the
         ordinary course of such party's business including, without limitation,
         disclosures with attorneys, consultants, accountants and similar
         professionals.

                                    (S) 18
                                Termination, Term

18.1     Termination for Cause (Kundigung aus wichtigem Grund). DBS, on the one
         hand, or any member of the LLC Group, on the other hand, may terminate
         this Agreement with regard to the relationship with the other party, if
         the other party after receiving a written reminder (Mahnung) setting a
         reasonable deadline for compliance, has not complied with terms of an
         agreement resolving a Project Problem within two weeks of conclusion of
         a Problem Report procedure relating to such Project Problem or within
         two weeks of the Escalation Committee failing to resolve a Problem
         Report. They may also terminate this Agreement with immediate effect
         without first implementing the Problem Report procedure if the other
         party intentionally commits a material breach of the obligation of
         confidentiality (Section 15). If a member of the LLC Group terminates
         this Agreement or DBS terminates this Agreement as to a member of the
         LLC Group under the preceding two sentences, any other member of the
         LLC Group can terminate this Agreement with regard to their
<PAGE>

                                                                            -33-

         respective participations by giving written notice to DBS within two
         weeks after receiving written notice that another member of the LLC
         Group or DBS has terminated this Agreement. If this Agreement remains
         in effect with regard to only some of the members of the LLC Group,
         this Agreement will be adjusted to the changed circumstances. This
         Clause 18.1 does not limit the rights of the parties to terminate this
         Agreement for cause (Kundigung aus wichtigem Grund) generally available
         under German law.

18.2     Termination for Convenience. A Development Party which has given an
         instruction to DBS to perform a Sub-Project for itself can terminate a
         Sub-Project which it authorized pursuant to Clause 3.2 without cause
         with immediate effect. LLC is entitled to terminate this Agreement
         without cause with immediate effect. Unless LLC provides written notice
         to DBS stating otherwise, termination of this Agreement under this
         Clause 18.2 will also terminate any Sub-Project in existence as of such
         termination date. As DBS's sole remedy for LLC's termination of this
         Agreement or a Development Party's termination under this Clause 18.2,
         DBS will be entitled to payment under each of the following categories:

         18.2.1   DBS is entitled to payment on a time and materials basis for
                  all work performed up to the effective date of termination.
                  DBS will transfer any partial work product for which the
                  remuneration is paid to the corresponding member(s) of the LLC
                  Group for whom DBS was to produce the work product.

         18.2.2   For a Sub-Project for which a fixed price has been agreed, DBS
                  will be entitled to payment as compensation for the loss of
                  future earnings as follows:

                  (i)     If the parties have agreed on specific payments which
                          will apply in the event of termination for
                          convenience, those payments will become due on the
                          effective date of the notice of termination.

                  (ii)    If the parties have not agreed to specific payments
                          which will apply in the event of termination for
                          convenience, DBS will be entitled to compensation
                          under (S) 649 German Civil Code.

         18.2.3   DBS will be entitled to payment on a time and materials basis
                  for the work performed after termination for the purpose of
                  winding down.

18.3     Termination of other Agreements. In the event of termination of the
         Alliance Agreement or the Software License Agreement or the Systems
         Operations Agreement, LLC, the Eurex Entities, or any other party may,
         in its free discretion, terminate its participation in this Agreement
         immediately upon providing written notice to DBS; Clause 18.2 will
         apply. If a party has terminated this Agreement due to termination of
         the Alliance Agreement or the Software License Agreement or the Systems
         Operations Agreement for cause (Kundigung aus wichtigem Grund) based on
         breach by a member of the Eurex Group, that party can satisfy its
         obligations (Erfullungsstatt) to make
<PAGE>

                                                                            -34-

         payment to DBS under Clause 18.2 of this Agreement by assigning to DBS
         that party's claims against the breaching member of the Eurex Group for
         damages corresponding to the amounts owed to DBS under Clause 18.2, if
         any. At the request of an Development Party, DBS will enter into
         negotiations on a separate follow-up agreement on terms and conditions
         similar to those in this Agreement if this Agreement has terminated due
         to termination of the Alliance Agreement.

18.4     Continuation. If any work under Schedules 2.2.1 and 2.2.2 or Change
         Requests continues past the end of this Agreement, this Agreement will
         continue to apply to such work until it has been completed.

18.5     Post-Termination Cooperation. If this Agreement is terminated for any
         reason, DBS will follow the reasonable instructions of a Development
         Party for the purpose of winding down work under this Agreement or
         transferring the work to one or more subsequent contractors. DBS will
         charge for such services on a time and materials basis, monthly in
         arrears. The provisions in Clause 18.5.1 through 18.5.4 of the Systems
         Operations Agreement apply mutatis mutandis.

18.6     Term. Unless earlier terminated as set forth in this Section 18, the
         term of this Agreement will remain in effect so long as the Systems
         Operations Agreement is in effect.

                                    (S) 19
                               General Provisions

19.1     Notices. Except as expressly set forth to the contrary in this
         Agreement, all notices, requests or consents required or permitted
         under this Agreement must be in writing and must be given either (i)
         delivered by hand, (ii) mailed by certified or registered mail,
         addressed to the recipient, postage paid, and registered or certified
         with return receipt requested, (iii) sent by overnight courier, or (iv)
         transmitted by facsimile transmission, with confirmation of
         transmission, and are given when received by the recipient. All
         notices, requests and consents to be sent to a party must be sent to or
         made at the address given for that party in the heading of this
         Agreement, or such other address as that party may specify by notice to
         the other parties. Any notice, request or consent by DBS must be sent
         to LLC, and any notice, request or consent by the other parties must be
         transmitted by LLC to DBS. DBS, on the one hand, and the parties other
         than LLC, on the other hand, can also submit a notice, request or
         consent directly to each other if they are entitled to assert a claim
         directly against the other party; any such notices must be copied to
         LLC.

19.2     Entire Agreement, Amendments. This Agreement (together with the Systems
         Operations Agreement) constitutes the entire agreement between DBS, on
         the one hand, and the LLC Group, on the other hand, and supersedes the
         Interim Agreement; there are no oral or written side agreements.
         Amendments or supplements to this Agreement must be in writing to be
         effective. This also applies to an amendment to this Clause on written
         form.
<PAGE>

                                                                            -35-

19.3     Savings Clause. The invalidity of individual provisions in this
         Agreement will not result in the entire Agreement being invalid. An
         invalid provision will be deemed to have been replaced by a valid
         provision which comes as close as possible to achieving the commercial
         purpose of the invalid provision.

19.4     Assignment. No party can assign this Agreement without obtaining the
         prior written consent of the other parties; provided, however, that for
         the avoidance of doubt this sentence does not restrict the rights of
         the Ownership Parties to transfer Client Proprietary Rights. The
         parties will grant consent to an assignment of rights or obligations by
         a party to an Affiliate if the assigning party remains liable for any
         assigned obligations as a jointly and severally liable guarantor
         (selbstschuldnerische Burgschaft) with the assignee; however, a party
         can refuse consent if the assignment would have a materially
         detrimental impact on the party's interests. Notwithstanding the
         foregoing:

         19.4.1     Any member of the LLC Group may assign this Agreement
                    without the consent of the other parties to this only to a
                    person to whom the Alliance Agreement has been assigned by
                    such member in accordance and in compliance with the terms
                    of Section 13.7 of the Alliance Agreement. The assigning
                    member, as long as it continues to exist, will remain liable
                    as a jointly and severally liable guarantor
                    (selbstschuldnerische Burgschaft) with the assignee unless
                    and until agreed otherwise by DBS. For the avoidance of
                    doubt the restructuring plan described in the May 16th 2000
                    "Restructuring Report" of the CBOT constitutes a
                    Reorganization, as that term is defined in the Alliance
                    Agreement.

          19.4.2    LLC may assign this Agreement to one or more Network
                    Entities.

          19.4.3    The parties hereby grant their consent to DBS assigning some
                    of the work under this Agreement and the corresponding
                    rights and obligations to one or more of its Affiliates in
                    the United States pursuant to the second sentence in the
                    first paragraph of this Clause 19.4; however, DBS will
                    remain liable for assigned obligations as a guarantor of
                    performance and payment. The Affiliate(s) will then invoice
                    the members of the LLC Group directly for any work the
                    Affiliate(s) perform.

19.5     Applicable Law. Except for the ownership of Client Proprietary Rights
         as provided in Section 13, which will be governed by New York law, this
         Agreement is subject to the laws of the Federal Republic of Germany
         (excluding the laws under the UN Treaty on the International Sale of
         Goods).

19.6     Language.  English is the official language of this Agreement.  Any
         notice, request or consent must be in English.
<PAGE>

                                                                            -36-

19.7     Survival. Any provisions of this Agreement that can reasonably be
         interpreted as being intended to survive the termination of this
         Agreement will survive the termination of this Agreement.

19.8     Further Assurances. The parties will execute and deliver such further
         documents and instruments, make such other filings and take such
         further actions in addition to those contemplated herein as may be
         reasonably requested by the other parties (other than the material
         payment of money) to carry out the intents and purposes of this
         Agreement.

19.9     Arbitration Procedure. Except with regard to actions seeking temporary
         or permanent injunctive relief, any dispute arising under this
         Agreement between or among any parties to this Agreement will be
         finally settled by arbitration in accordance with the arbitration rules
         of the United Nations Convention on International Trade Law (the
         "UNCITRAL Rules"). Prior to commencing arbitration, the parties must
         exhaust the Project Problem procedures set forth in Section 7.

         19.9.1   The arbitration will be conducted by three (3) arbitrators.
                  The arbitrators must be familiar with business and legal
                  matters similar to those that are the subject of this
                  Agreement and the subject of the dispute. If there are only
                  two parties to the arbitration proceedings, each party will
                  appoint one arbitrator, obtain its appointee's acceptance of
                  such appointment, and deliver written notification of such
                  appointment and acceptance to the other party within thirty
                  (30) days after delivery of a formal request for arbitration
                  from one party to the other party. If a party fails to appoint
                  an arbitrator or deliver notification of such appointment to
                  the other party within this time period, upon request of
                  either party, such arbitrator will instead be appointed by the
                  London Court of International Arbitration (the "Appointing
                  Authority") within thirty (30) days of receiving such request.
                  The two arbitrators appointed in accordance with the above
                  provisions will appoint a third arbitrator, obtain the
                  appointee's acceptance of such appointment and notify the
                  parties in writing of such appointment and acceptance within
                  thirty (30) days of such appointment. If the first two
                  appointed arbitrators fail to appoint a third arbitrator or to
                  notify the parties of that appointment within this time
                  period, then, upon request of either party, the third
                  arbitrator will be appointed by the Appointing Authority
                  within thirty days of receiving such request. The third
                  arbitrator will serve as Chairman of the tribunal. If there
                  are more than two parties to the arbitration proceedings, then
                  all three arbitrators will be appointed by the Appointing
                  Authority within thirty days or receiving a request from any
                  of the parties. No arbitrator appointed by the Appointing
                  Authority may be a director, officer, employee, counsel or
                  agent of any party, and without the consent of all of the
                  parties to the arbitration, may not be a resident of the
                  United States, Germany or Switzerland. To the extent that
                  arbitration procedures are not defined herein, all procedures
                  relating to arbitration, including but not limited to notice
                  thereof, deadlines and discovery will be pursuant to the
                  UNCITRAL Rules as enacted in the forum.

         19.9.2   The place of arbitration will be London unless the parties to
                  the arbitration agree otherwise. The proceedings will be
                  conducted in the English language exclusively.
<PAGE>

                                                                            -37-

         19.9.3   The award rendered by the arbitrators will be final and
                  binding on the parties. Judgment on the award may be entered
                  in any court of competent jurisdiction.

         19.9.4   The parties acknowledge that irreparable damage may occur in
                  the event of breach of any of the terms of this Agreement.

         19.9.5   If an arbitration under this Agreement coincides with an
                  arbitrable claim under the Systems Operations Agreement, both
                  matters must be asserted in the same arbitration proceedings.

19.10    Injunctive Relief. The parties do not intend to deprive any court with
         jurisdiction of its ability to issue a preliminary injunction,
         attachment or other form of provisional remedy, and a request for such
         provisional remedies by a party to a court will not be deemed a waiver
         or violation of the parties' agreement to arbitrate.

Deutsche Borse Aktiengesellschaft         Swiss Stock Exchange



By:  /s/ Andreas Preuss /s/ Rainer Riess     By:  /s/ Illegible
    -------------------------------------        -----------------------------


Date: July 20, 2000                          Date: 20.7.2000
     ------------------------------------         ----------------------------
<PAGE>

                                                                            -38-

Board of Trade of the City of Chicago     Ceres Trading Limited Partnership, by
                                          Board of Trade of the City of Chicago,
                                          its managing general partner

By:  /s/ Dennis A. Dutterer               By:  /s/ Dennis A. Dutterer
     --------------------------------          --------------------------------


Date: _______________________________     Date: _______________________________


Ceres Alliance L.L.C.                     Eurex Frankfurt AG


By:  /s/ Dennis A. Dutterer               By:  /s/ Andreas Preuss
     --------------------------------          --------------------------------


Date: _______________________________     Date: July 20, 2000
                                                -------------------------------


Eurex Zurich AG                           Eurex Clearing AG


By:  /s/ Andreas Preuss                   By:  /s/ Andreas Preuss
     --------------------------------          --------------------------------

Date: July 20, 2000                       Date: July 20, 2000
      -------------------------------           -------------------------------

CBOT/EUREX ALLIANCE, L.L.C.               Deutsche Borse Systems AG


     /s/ Andreas Preuss
By:  /s/ Dennis A. Dutterer               By:  /s/ Illegible
     --------------------------------          --------------------------------

Date: July 20, 2000                       Date: _______________________________
      -------------------------------
<PAGE>

                                                                           -1-

         Confidential Materials Omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions


                                                                    Schedule 1.1

                                  Glossary of Defined Terms

"Acceptance"                  means, with respect to a Sub-Project, acceptance
                              of such Sub-Project as set forth in Clause 8.4.

"Acceptance Form"             means the Acceptance Form described in Clause
                              8.4.3.

"Access Point"                is defined in point 3.1 of Schedule 9.2.

"Affiliate"                   is defined in clause 1.1 of the Software License
                              Agreement. For purposes of this Agreement, DBS
                              will be deemed not to be an Affiliate of any
                              member of the Eurex Group.

"Agreement"                   is defined in the Heading.

"Alliance Agreement"          is defined in the Recitals, Clause D.

"Application Maintenance"     means the Application Maintenance described in
                              Clause 2.2.2.

"Appointing Authority"        is defined in Clause 19.9.1.

"CBOT"                        is defined in the initial paragraph of this
                              Agreement.

"CBOT Group"                  has the meaning set forth in Article I of the
                              Alliance Agreement.

"Ceres"                       is defined in the initial paragraph of this
                              Agreement.

"Ceres Alliance"              is defined in the initial paragraph of this
                              Agreement.

"Change Request"              is defined in Clause 2.5.

Claim                         is defined in Clause 11.2.3.

"Class 1 Deviation"           Is defined in Clause 8.4.1.

"Class 2 Deviation"           Is defined in Clause 8.4.1.

"Class 3 Deviation"           is defined in Clause 8.4.1.

"Client Proprietary Rights"   is defined in Clause 13.1.

"Confidential Information"    is defined in Clause 15.1.

"Consulting Agreements"       is defined in the Recitals, Clause C.

"DBAG"                        is defined in the initial paragraph of this
                              Agreement.
<PAGE>

                                                                           -2-

"DBS"                         is defined in the initial paragraph of this
                              Agreement.

"DBS Catalogue of Prices"     is defined in Clause 9.2.

"DBS Proprietary Rights"      is defined in Clause 13.3.

"Deficiency Report"           means the Deficiency Report described in Clause
                              8.1.

"Deliverables"                is defined in Clause 2.4.

"Detailed Definition"         is defined in Clause 2.4.

"Development Agreement"       has the meaning set forth in Article I of the
                              Alliance Agreement.

"Development Parties"         is defined in Article I of the Alliance Agreement.

"Deviations"                  is defined in Clause 8.1.

"Effective Date"              is defined in the initial paragraph of this
                              Agreement.

"Escalation Committee"        is defined in Clause 3.7.

"Eurex                        Software" means the Programs and any Modifications
                              including, without limitation, Eurex 2.0, Eurex
                              3.0, Eurex 4.0, Eurex 4.1, JV Release 1.0 and any
                              future releases or versions thereof.

"Eurex 2.0"                   is defined in the Recitals, Clause A.

"Eurex 3.0"                   is defined in the Recitals, Clause B.

"Eurex 3.1"                   is defined in the Recitals, Clause B.

"Eurex 4.0"                   is defined in the Recitals, Clause E.

"Eurex 4.1"                   is defined in the Recitals, Clause G.

"Eurex Clearing"              is defined in the initial paragraph of this
                              Agreement.

"Eurex Entities"              is defined in the Recitals, Clause F.

"Eurex Frankfurt"             is defined in the initial paragraph of this
                              Agreement.

"Eurex Group"                 has the meaning set forth in Article I of the
                              Alliance Agreement. For purposes of this
                              Agreement, the Eurex Group will be deemed not to
                              include DBS.

"Eurex Zurich"                is defined in the initial paragraph of this
                              Agreement.

"Exchanges"                   has the meaning set forth in Article I of the
                              Alliance Agreement.
<PAGE>

                                                                           -3-

"Facilities"                  is defined in Clause 3.4.5.

"Fine Specifications"         is defined in Clause 2.2.1.

"Freelancers"                 is defined in Clause 3.8.

"Future Development Entity"   has the meaning set forth in Article I of the
                              Alliance Agreement.

"Group"                       has the meaning set forth in Article I of the
                              Alliance Agreement.

"Initial Software Research    means the Initial Software Research and
and Development"              Development described in Clause 2.2.1.


"Interim Agreement"           is defined in the Recitals, Clause E.

"JV Release 1.0"              is defined in the Recitals, Clause E.

"Key Personnel"               is defined in Clause 12.2.

"LLC Group"                   means LLC and the members of the Eurex Group and
                              CBOT Group. Each party in the LLC Group shall be
                              referred to as a member.

"LLC"                         has the meaning set forth in Article I of the
                              Alliance Agreement.

"Material Tools"              is defined in Clause 5.1 and includes third party
                              tools and tools developed, owned and
                              commercialized by DBS

"Modifications"               has the meaning set forth in Clause 7.1(b) of the
                              Software License Agreement.

"Network"                     has the meaning set forth in Article I of the
                              Alliance Agreement.

"Network Entities"            has the meaning set forth in Article I of the
                              Alliance Agreement.

"Ownership Parties"           are Licensors and Licensee as defined in the
                              Software License Agreement or their permitted
                              assignees.

"Pre-Existing Proprietary     means any Proprietary Right that DBS owned prior
Rights"                       to the Effective Date and that is not related to
                              or derived from the Eurex Software, the System or
                              the Network.

"Problem Report"              is defined in Clause 7.3.

"Production Environment"      means the IT environment intended for simulation
                              which will subsequently be further developed for
                              actual production business.

"Program Manager"             means the Program Manager described in Clause 3.5.

"Project"                     is defined in Clause 2.1.

"Project Prices"              is defined in Clause 9.1.

"Project Problem"             is defined in Clause 7.1.
<PAGE>

                                                                             -4-

"Programs"                    has the meaning set forth in the clause 1.12 of
                              the Software License Agreement.

"Project Manager"             means the Project Manager described in Clause 3.5.

"Project Report"              is defined in Clause 3.3.

"Proprietary Rights"          has the meaning set forth in Clause 1.14 of the
                              Software License Agreement. For purposes of this
                              Agreement, the clause beginning with "including"
                              and ending with "related thereto" at the end of
                              such clause 1.14 is replaced with the following:
                              "including any Confidential Information included
                              therein or related thereto."

"Release 3.0 Modifications"   has the meaning set forth in Clause 1.15 of the
                              Software Development Agreement.

"Restructuring Report"        is defined in Clause 19.4.1.

"Rights"                      has the meaning set forth in Clause 7.1(b) of the
                              Software License Agreement.

"Service Agreements"          is defined in the Recitals, Clause F.

"Services"                    is defined in Clause 2.4.

"Services Completion Notice"  means the Services Completion Notice described in
                              Clause 8.5.2.

"Sign-Off"                    means, with respect to a Deliverable, sign off of
                              such Deliverable as set forth in Clause 8.1;
                              provided, however, that no Deliverable will be
                              deemed accepted by LLC until the Final Acceptance.

"Sign-Off Form"               means the Sign-Off Form described in Clause 8.1.

"Software License Agreement"  is defined in the Recitals, Clause A.

"Steering Committee"          is defined in Clause 3.6.

"Sub-Project"                 is defined in Clause 2.1.

"Sub-Project Acceptance"      means Final Acceptance of a Sub-Project.

"SWX"                         is defined in the initial paragraph of this
                              Agreement.

"System"                      has the meaning set forth in Article I of the
                              Alliance Agreement.

"Systems Operations           is defined in the Recitals, Clause H.
Agreement"

"Tasks"                       is defined in Clause 2.4.
<PAGE>

                                                                             -5-

"Test Procedures"             are any specific procedures set forth in Schedule
                              2.2.1 or applicable Change Requests.

"Texas Case"                  is defined in Clause 14.5.

"Tools"                       is defined in Clause 5.1.

"UNCITRAL Rules"              is defined in Clause 19.8.

"Value Added Tax (VAT)"       means the Value Added Tax or VAT (Umsatzsteuer)
                              described in Clause 9.4.
<PAGE>

                                                                           -1-

SCHEDULE 1.4 Eurex Release 4.1 Change Requests as of 18 July 2000

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
 N(degree)             Name               Affected         Decision         Current
                                           Release                           Status
------------------------------------------------------------------------------------
<S>   <C>              <C>                 <C>        <C>                   <C>
 000  [**]                                   4.1      Steering Committee    Accepted
------------------------------------------------------------------------------------
 000  [**]                                   4.1      Steering Committee    Accepted
------------------------------------------------------------------------------------
 000  [**]                                   4.1      Steering Committee    Accepted
------------------------------------------------------------------------------------
 001  [**]                                   4.1      Steering Committee    Accepted

------------------------------------------------------------------------------------
 002  [**]                                   4.1      Steering Committee     Closed
------------------------------------------------------------------------------------
 003  [**]                                   4.1      Steering Committee    Accepted
------------------------------------------------------------------------------------
 006  [**]                                   4.1      Steering Committee    Accepted
------------------------------------------------------------------------------------
 007  [**]                                   4.1      Steering Committee    Accepted
------------------------------------------------------------------------------------
 008  [**]                                   GUI      Steering Committee    Accepted
------------------------------------------------------------------------------------
 009  [**]                                   GUI      Steering Committee    Accepted
------------------------------------------------------------------------------------
 013  [**]                                   4.1      Program Management    Accepted
------------------------------------------------------------------------------------
 014  [**]                                   4.1      Program Management    Accepted

------------------------------------------------------------------------------------
 016  [**]                                   4.1      Steering Committee    Approved
------------------------------------------------------------------------------------
 017  [**]                                   4.1      Steering Committee    Approved
------------------------------------------------------------------------------------
 018  [**]                                   4.1      Program Management    Accepted
------------------------------------------------------------------------------------
 019  [**]                                   4.1      Steering Committee    Approved
------------------------------------------------------------------------------------
 020  [**]                                   4.1      Steering Committee    Approved
------------------------------------------------------------------------------------
 021  [**]                                   4.1      Steering Committee    Approved

------------------------------------------------------------------------------------
 022  [**]                                   4.1      Steering Committee    Approved
------------------------------------------------------------------------------------
 023  [**]                                   4.1      Steering Committee    Approved
====================================================================================
                                                                              Total
------------------------------------------------------------------------------------
<CAPTION>
-----------------------------------------------------------------------
                     Impact on                  Date of   Delivery by
----------------------------------------------
       Estimated Cost   Actual Effort  Est.     Signature
          in EUR          in EUR       (wd)
-----------------------------------------------------------------------
<S>     <C>              <C>           <C>     <C>         <C>
000        [**]            [**]        [**]    6.12.1999   30.10.2000
-----------------------------------------------------------------------
000        [**]            [**]        [**]    2.2.2000    30.10.2000
-----------------------------------------------------------------------
000        [**]            [**]        [**]    15.4.2000   30.10.2000
-----------------------------------------------------------------------
001        [**]            [**]        [**]   15.03.2000   30.10.2000

-----------------------------------------------------------------------
002        [**]            [**]        [**]   15.03.2000   30.10.2000
-----------------------------------------------------------------------
003        [**]            [**]        [**]   29.03.2000   30.10.2000
-----------------------------------------------------------------------
006        [**]            [**]        [**]   12.04.2000   30.10.2000
-----------------------------------------------------------------------
007        [**]            [**]        [**]   12.04.2000   30.10.2000
-----------------------------------------------------------------------
008        [**]            [**]        [**]   12.04.2000   27.11.2000
-----------------------------------------------------------------------
009        [**]            [**]        [**]   12.04.2000   27.11.2000
-----------------------------------------------------------------------
013        [**]            [**]        [**]   10.05.2000   30.10.2000
-----------------------------------------------------------------------
014        [**]            [**]        [**]   10.05.2000   30.10.2000

-----------------------------------------------------------------------
016        [**]            [**]        [**]   24.05.2000   27.11.2000
-----------------------------------------------------------------------
017        [**]            [**]        [**]   10.05.2000   30.10.2000
-----------------------------------------------------------------------
018        [**]            [**]        [**]   24.05.2000   30.10.2000
-----------------------------------------------------------------------
019        [**]            [**]        [**]   21.06.2000   30.10.2000
-----------------------------------------------------------------------
020        [**]            [**]        [**]   21.06.2000   30.10.2000
-----------------------------------------------------------------------
021        [**]            [**]        [**]   21.06.2000   30.10.2000

-----------------------------------------------------------------------
022        [**]            [**]        [**]   05.07.2000   30.10.2000
-----------------------------------------------------------------------
023        [**]            [**]        [**]   05.07.2000   30.10.2000
=======================================================================
           [**]            [**]        [**]
-----------------------------------------------------------------------
</TABLE>
<PAGE>

                                                                           -1-

         INSERT SCHEDULE 2.2.1 (Fine Specifications of JV Release 1.0)
<PAGE>

                                                                           -1-

                                                                  Schedule 2.2.1

Payment Schedule for JV Release 1.0 including Change Requests through 18 July
2000

<TABLE>
<CAPTION>
all numbers in Euro                                     Actuals   Actuals    Actuals  Actuals  Actuals  Actuals  Plan
------------------------------------------------------------------------------------------------------------------------------------
Project                      Total in 1999 Total in 2000   Jan 00     Feb 00    Mrz 00   Apr 00  Mai 00   Jun 00  Jul 00 Total cost
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>      <C>        <C>       <C>      <C>     <C>      <C>     <C>        <C>
Master Software Development           [**]          [**]     [**]       [**]      [**]     [**]    [**]     [**]    [**]        [**]
    Software Development              [**]          [**]     [**]       [**]      [**]     [**]    [**]     [**]    [**]        [**]
        AC part                       [**]          [**]     [**]       [**]      [**]     [**]    [**]     [**]    [**]        [**]
        Infrastructure for AC                       [**]     [**]       [**]      [**]     [**]    [**]     [**]    [**]        [**]
        DBS part                      [**]          [**]     [**]       [**]      [**]     [**]    [**]     [**]    [**]        [**]
    Travel Expenses                                 [**]     [**]       [**]      [**]     [**]    [**]     [**]    [**]        [**]
    Project Management                              [**]     [**]       [**]      [**]     [**]    [**]     [**]    [**]        [**]
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                             -1-

1.       "AC Part" is fixed price to realize the work defined in this Schedule
         2.2.1.

2.       "Infrastructure for AC" is infrastructure which DBS provides to
         Andersen Consulting personnel for the work covered by the AC Part. The
         price of "Infrastructure for AC" is equal to [**], and the estimated
         amounts set forth above are based on the assumption that AC will devote
         [**] to the AC Part. The amounts set forth above which are not
         identified as actual costs are estimates, and establish no payment
         obligation of any kind. The actual charges could be higher or lower
         depending on the number of mandays actually devoted by AC to the AC
         Part.

3.       "DBS Part" and "Project Management" are the costs for DBS' own
         personnel and other resources. These costs will be charged on a time
         and materials basis at the unit prices set forth in Section 2 of
         Schedule 9.2. The amounts set forth above which are not identified as
         actual costs are estimates based on an assumption of 18 eight-hour
         mandays per month, and establish no payment obligation of any kind. The
         actual charges could be higher or lower depending on the number of
         mandays actually devoted by DBS to the DBS Part or Project Management.
         Project Management charges through July 8, 2000 are divided equally
         between the Master Software Development Agreement and the System
         Operations Agreement. After July 8, 2000, Project Management charges
         will be covered by the Systems Operations Agreement.

4.       "Travel Expenses" are estimated unless indicated otherwise, will be
         charged as incurred and will be the actual travel costs incurred by DBS
         personnel and subcontractors. Any expenses in excess of the estimates
         contained above will be subject to the prior approval of Ceres. The
         means of travel and method of accounting for travel (e.g., class for
         air travel, documentation) will be in accordance with DBS's standard
         travel policies, which are identical to the travel policies of Deutsche
         Borse AG. Estimates for travel should distinguish between software
         development and operations

5.       Ceres is responsible for all payments under this Schedule. DBAG and SWX
         have elected not to use any of the Modifications contained in JV
         Release 1.0, and accordingly have no financial responsibility for and
         no right to use or exploit those Modifications (notwithstanding any
         provision of the Master Software Development Agreement).
<PAGE>

                                                                             -1-

JV Release 1.0 Change Requests as of 18 July 2000

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
 N(degrees)                Name                      Affected         Decision
                                                      Release                         Current
                                                                                        Status
-----------------------------------------------------------------------------------------------
<S>                        <C>                       <C>              <C>             <C>
    1 [**]                                              1.0             MOC            Approved
-----------------------------------------------------------------------------------------------
    2 [**]                                              1.0             MOC            Approved
-----------------------------------------------------------------------------------------------
    3 [**]                                              1.0             MOC            Approved
-----------------------------------------------------------------------------------------------
    4 [**]                                              1.0             MOC              Open
-----------------------------------------------------------------------------------------------
    5 [**]                                              1.0             MOC            Approved
-----------------------------------------------------------------------------------------------
    6 [**]                                              1.0             MOC            Approved
-----------------------------------------------------------------------------------------------
    7 [**]                                              1.0             MOC              Open
-----------------------------------------------------------------------------------------------
   13 [**]                                              1.0             MOC            Approved
-----------------------------------------------------------------------------------------------
   16 [**]                                              1.0             MOC            Approved
-----------------------------------------------------------------------------------------------
   17 [**]                                              1.0             MOC              Open
-----------------------------------------------------------------------------------------------
   18 [**]                                              1.0             MOC            Approved
-----------------------------------------------------------------------------------------------
   20 [**]                                              1.0             MOC            Approved
-----------------------------------------------------------------------------------------------
   21 [**]                                              1.0             MOC            Approved
-----------------------------------------------------------------------------------------------
   26 [**]                                              1.0             MOC              Open
-----------------------------------------------------------------------------------------------
   27 [**]                                              1.0             MOC              Open
-----------------------------------------------------------------------------------------------
<CAPTION>
-------------------------------------------------------------------
     Impact on
  ----------------------------------------
  Estimated Cost   Actual Effort  Est.       Date of Signature
      in EUR          in EUR       (wd)
-------------------------------------------------------------------
<S>                <C>            <C>        <C>
       [**]                                            25.08.2000
-------------------------------------------------------------------
       [**]                                            25.08.2000
-------------------------------------------------------------------
       [**]                                            25.08.2000
-------------------------------------------------------------------

-------------------------------------------------------------------
       [**]                                            25.08.2000
-------------------------------------------------------------------
       [**]                                            25.08.2000
-------------------------------------------------------------------

-------------------------------------------------------------------
       [**]                                            25.08.2000
-------------------------------------------------------------------
       [**]                                            25.08.2000
-------------------------------------------------------------------

-------------------------------------------------------------------
       [**]                                            25.08.2000
-------------------------------------------------------------------
       [**]                                            25.08.2000
-------------------------------------------------------------------
       [**]                                            25.08.2000
-------------------------------------------------------------------
</TABLE>
<PAGE>

                                                                             -1-

                                                                 Schedule 2.2.1a

                              Performance Credits
                    Initial Software Research and Development

Under the time schedule for delivery and implementation of JV Release 1.0
applicable on the date this Agreement is signed, DBS will make JV Release 1.0
available to the Development Parties in the Test Environment for testing by 16
June 2000, and DBS will commence installation of the Signed Off JV Release 1.0
in the Production Environment by 10 July 2000 for simulation. Acceptance of JV
Release 1.0 is scheduled for 4 August 2000, and the System is scheduled to be
ready for commencement of production on schedule for 25 August 2000 under the
Systems Operations Agreement.

1.       If DBS has not successfully completed installation JV Release 1.0 in
         the Production Environment by 17 July 2000 as a result of circumstances
         for which DBS is responsible, DBS will pay to Ceres a Performance
         Credit in the amount of [**], excluding Saturdays and Sundays, between
         17 July 2000 and the actual date of installation in the Production
         Environment. The maximum Performance Credits under this point 1 is
         [**].

2.       If LLC does not declare Acceptance of JV Release 1.0 by 11 August 2000
         as a result of circumstances for which DBS is responsible, DBS will pay
         to Ceres a Performance Credit in the amount of [**], excluding
         Saturdays and Sundays, between 11 August 2000 and the actual date of
         Acceptance. The maximum Performance Credits under this point 2 is [**].
<PAGE>

                                                                             -2-

                                                                 Schedule 2.2.1b

                     Charges for Termination for Convenience

If the CBOT Group terminates its participation in the work under Schedule 2.2.1
for convenience pursuant to Clause 18.2, the following charges will apply rather
than (S) 649 German Civil Code; Ceres will also owe compensation for work
already performed and for post termination cooperation (Clause 18.5).

1.   If CBOT gives notice of termination for convenience prior to or on 30
     June 2000, the charge will be [**].

2.   If CBOT gives notice of termination for convenience between 1 July 2000 and
     Acceptance of JV Release 1.0, the charge will be [**].
<PAGE>

                                                                             -1-

                                                                  Schedule 2.2.2


                             Application Maintenance

1.       Preventive and Corrective Maintenance

1.1      DBS will perform Preventive Maintenance and Corrective Maintenance.
         Preventive Maintenance is the implementation of a change in the Eurex
         Software to improve existing functionality or performance prior to a
         problem in production becoming apparent. Corrective Maintenance is the
         implementation of a change in the Eurex Software to correct a problem
         after it has become apparent in production.

1.2      Either DBS or LLC can initiate Preventive Maintenance or Corrective
         Maintenance by submitting a request to the other party in which the
         problem and, to the extent reasonably feasible, the appropriate
         corrective measures are described. In the case of Corrective
         Maintenance, the initiating party will also classify the problem
         according to the following criteria:

         Class 1:      The problem prevents the Eurex Software as a whole
                       from operating or would have such an impact on the
                       operation that the use in production is not commercially
                       viable.

         Class 2:      The problem has a materially detrimental impact on the
                       operation of the Eurex Software as a whole, although it
                       can still be used in production in a commercially viable
                       manner, if necessary with reasonable work-around efforts.
                       If a combination of Class 2 and Class 3 problems prevents
                       the Eurex Software as a whole from being used in a
                       commercially viable manner the combination of Class 2 and
                       Class 3 problems constitutes a Class 1 problem.

         Class 3:      These are any other problems. If a combination of Class 3
                       problems prevents the Eurex Software as a whole from
                       operating or would have such an impact on the operation
                       that use in production is not commercially viable, the
                       combination of Class 3 problems constitutes a Class 1
                       problem. If a combination of Class 3 problems has a
                       materially detrimental impact on the operation of the
                       Eurex Software as a whole, although it can still be used
                       in production in a commercially viable manner, if
                       necessary with workarounds, the combination of Class 3
                       problems constitutes a Class 2 problem.

1.3      In the case of Preventive Maintenance and Class 3 problems the LLC
         Program Manager(s) will inform the DBS Program Manager whether the
         changes in the Eurex Software should be implemented independent of any
         new release which is already planned or whether the changes
<PAGE>

                                                                             -2-

         should be implemented beforehand in the then currently used version of
         the Eurex Software. In the case of Corrective Maintenance for Class 1
         and Class 2 problems, DBS will implement the appropriate changes in the
         Eurex Software without undue delay.

1.4      The procedures for notifying each other about Maintenance (e.g., Help
         Desk) are set forth in the Systems Operations Agreement. These
         procedures will be refined during the course of this Agreement.

2.       Implementation of Changes

2.1      DBS will create a "Service Investigation Request" ("SIR") in its
         problem tracking system. The SIR contains the description of the
         problem, the solution and, if appropriate, test cases. DBS will
         regularly update the SIR to reflect the progress on implementing the
         changes. DBS will provide copies of the SIR and all updates to LLC.

2.2      DBS will make the appropriate changes in the Eurex Software and notify
         LLC that the changes are ready for testing in the Test Environment. The
         parties will then jointly test the changes in the Test Environment, and
         LLC will accept the changes upon successful conclusion of the tests.

2.3      After acceptance of the changes, DBS will install them in the
         production environment with the next release (in the case of Class 3
         problems) or immediately in the case of Class 1 and Class 2 problems.
         In the latter case the changes will also be included in the next
         release if appropriate.

3.       Project Price

         Unless expressly agreed otherwise in writing, DBS will invoice all work
         on a time and materials basis. However, DBS will provide LLC an
         estimate of the anticipated costs for completing work under a SIR (and,
         if appropriate, updates of the estimate) as soon as reasonably
         possible.
<PAGE>

                                                                             -1-

                                                                    SCHEDULE 3.5

                       Project Managers and Substitutes

<TABLE>
<CAPTION>
                               ---------------------------------------------------------------------------------------
                                                          LLC                                        DBS
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                        <C>                            <C>
Program Manager                Jim Amaral                   Jurg Spillmann               Frank Gerstenschlager
----------------------------------------------------------------------------------------------------------------------
Substitute                     Mary McDonnell               Andreas Preuss               Thomas Lenz
----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                                             -1-

                                                                  SCHEDULE 3.6.2


                               Steering Committee

<TABLE>
<CAPTION>
                               ---------------------------------------------------------------------------------------
                                                          LLC                                        DBS
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                          <C>                          <C>
Program Manager                Jim Amaral                   Jurg Spillmann               Frank Gerstenschlager
----------------------------------------------------------------------------------------------------------------------
                               Mary McDonnell               Andreas Preuss               Hanno Klein
----------------------------------------------------------------------------------------------------------------------
                               Terry Livingston             Dr. Michael Widmer           Markus Toporowski
----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                                             -1-

                                                                   SCHEDULE 9.2a

                             DBS Catalogue of Prices

The prices in this Schedule 9.2a Sections 3 through 6 apply only to work which
DBS performs in relation to the CBOT Group. The current prices for corresponding
work which DBS performs in relation to the Eurex Group are set forth in Schedule
9.2b. The prices in Schedule 9.2b are being renegotiated and will be equivalent
to the prices in relation to the CBOT Group. Sections 1, 2 and 7 apply to the
Master Software Development Agreement, and Sections 1 through 7 apply to the
Systems Operations Agreement.

1.       General Provisions

1.1      All amounts are in Euro and without VAT.


1.2      All amounts which are to be charged on a monthly basis are charged per
         calendar month and are determined on the basis of whether or not the
         individual billing criterion is satisfied on the calculation date
         (Stichtag) which is generally the 15th of each month. For example, if
         a monthly fee is charged for a Participant and the Participant is
         connected on the 14th day or earlier of a calendar month, the full
         monthly fee is charged. If the Participant is connected on the 16/th/
         day or later of the month, no fee is charged for the month. DBS can
         elect to charge for part of a month on a pro rata temporis basis by
         giving three full calendar months notice prior to the month for which
         the change takes effect.

1.3      The descriptions of services in the catalogue are solely for the
         purpose of identifying the items for which remuneration is charged and
         will not be used for interpreting the scope of work. The technical
         descriptions of services are set forth in other Schedules, Change
         Requests, Detailed Descriptions and other documents.

2.       Software Reseach and Development, Consulting

2.1      Description of Work

         These services are software research and development as well as
         consulting and support services including the selection, development,
         introduction and maintenance of software, operation and project
         management, all as described in more detail in the applicable
         Agreements, Schedules and Change Requests.
<PAGE>

                                                                             -2-

2.2      Remuneration

         Unless the parties have agreed to a fixed price, the following hourly
         rates apply for work performed by individuals in the following DBS
         classifications, regardless of whether the individuals are DBS
         employees, Freelancers or subcontractor employees.

<TABLE>
<CAPTION>
                --------------------------------------------
                    Price Levels                   Price
                                                  per hour
                --------------------------------------------
                <S>                               <C>
                    Analyst                         [**]
                --------------------------------------------
                    Junior Consultant               [**]
                --------------------------------------------
                    Consultant                      [**]
                --------------------------------------------
                    Senior Consultant               [**]
                --------------------------------------------
                    Manager                         [**]
                --------------------------------------------
                    Senior Manager                  [**]
                --------------------------------------------
</TABLE>


         These hourly rates cover all costs incurred in connection with the
         performance of the order, except for specific disbursements (e.g.,
         travel in accordance with the DBS standard travel policies = DBAG
         policies). DBS classifies personnel according to its reasonable
         discretion. In the case of Freelancers and subcontractor employees, the
         classification is based on a comparison of the individual's position
         and duties to employees of DBS. DBS has informed the LLC Program
         Managers about the standard travel policies. If these policies change
         and the change would result in extra costs to the LLC Group, the extra
         costs will not be charged. Travel time will be charged at one half the
         above hourly rates, and then only for (i) the time in which the
         individual could have been working if the individual was not traveling,
         or (ii) the loss of the individual's normal time off on weekends or
         holidays, up to a maximum of 8 hours for any such day.

3.       Network Implementation and Operation

3.1      Description of Work

         Setup and operation of the Network for the System including:
         implementation, configuration management, change management,
         monitoring, fault recovery, troubleshooting and reporting.

         The topology of the Network is designed to make an equal and
         high-quality access to the System possible for all connected
         Participants and to maintain a high performance. A "Participant" is an
         enterprise or individual who has applied for admission to trade on an
         Exchange or who has been admitted to trade on an Exchange.
<PAGE>

                                                                             -3-

                                   [DIAGRAM]

         Illustration 1: CBOT/Eurex(R) Alliance Network Architecture

         The Participants will be connected according to a two-phase concept
(see illustration 1):

         .    Connection of the Participants to the System:


              A Participant is connected to an Access Point via two 64 KBit per
              second connections ("Participant Installation"). The two
              connections will be implemented, wherever technically possible
              and reasonable, using different telecommunication carriers with
              physically separate connections or diverse routing from a single
              carrier..

              A Participant Installation can consist of one or more physically
              separate offices connected to each other by a LAN or a WAN
              ("Sites"). A Participant Installation may be used by one or
              several Participants. In the case of several Participants using a
              single Participant Installation, the installation is a Multi
              Member Integrated Server System (MMISS).

          .   Connection of the Access Points to the backend:

              The local connections of the Participant Installations within a
              geographic area are gathered together at "Access Points"
              consisting of two communications servers and four routers
              (maintained in a redundant structure of one server and two
              routers each at two physically separate locations). An Access
              Point is a logical unit having a maximum
<PAGE>

                                                                             -4-

              capacity of [**]. Accordingly, up to a number of [**] can be
              connected to one Access Point. The connection of the Access Points
              to the backend is made by means of two separate connections. The
              price for establishing a new Access Point will be agreed in the
              corresponding Change Request.

3.2      Remuneration

         The following prices are based on the number of Participant
         Installations connected to the Access Points; a MMISS constitutes a
         single Participant Installation under this section 3.2. The amounts
         stated are for each calendar month. With respect to the individual
         Participant Installations, the following prices apply:

<TABLE>
<CAPTION>
          ------------------------------------------------------------------
            Access Point      Participant     Price per        Price per
            Location          Location        Access Point     Participant
            (general urban                                     Installation
            area)
          ------------------------------------------------------------------
          <S>                 <C>             <C>              <C>
              Chicago           Chicago          [**]             [**]
          ------------------------------------------------------------------
              Chicago           Sydney                            [**]
          ------------------------------------------------------------------
              Chicago           Tokyo                             [**]
          ------------------------------------------------------------------
              London            London           [**]             [**]
          ------------------------------------------------------------------
              Frankfurt         Frankfurt        [**]             [**]
          ------------------------------------------------------------------
              New York          New York         [**]             [**]
          ------------------------------------------------------------------
</TABLE>

         A Participant can have more than two connections between a Participant
         Installation and an Access Point. [**] will be charged for each
         additional connection.

         The above monthly fees for Participant Installations are based on the
         carrier charges for leased lines between a Participant Installation and
         an Access Point located within the borders of the same city. If the
         Participant Installation is located outside of the city in which the
         Access Point is located, the monthly charge will be increased to cover
         higher carrier costs for installing and maintaining the leased lines,
         if any, and any increased DBS handling costs. DBS will agree with LLC
         on the increased costs before connecting the Participant Installations.

         After receipt of notice canceling a Participant Installation, the
         monthly fee will continue to be charged for the next three full
         calendar months. Upon the cancellation of an Access Point, LLC must pay
         the expenses for line costs or leases charged to DBS by third parties
         until the end of the term of the agreement with the respective
         supplier. Unless LLC grants its prior written consent, the terms of the
         line agreements will not exceed [**], and lease agreements for
         premises will not exceed initial fixed terms of [**]. DBS will
         also charge LLC for the remaining book value (as shown on DBS's books)
         of the fixed assets in the Access Points if DBS cannot
<PAGE>

                                                                             -5-

         reasonably use the fixed assets elsewhere. If DBS charges the remaining
         book value, DBS will transfer ownership of the corresponding fixed
         assets to LLC in "as is" condition immediately on receipt of payment;
         LLC is responsible for taking delivery of the fixed assets at the
         Access Points.

4.       Production

4.1      Description of Work

         Operation of the Production Environment for the System:

         The topology of the Production Environment is designed to make an equal
         and high-performance access to the System possible for all connected
         Participants and to maintain a high performance. The security of the
         operated systems is achieved by:

         .     software installation on the backend systems, communication
               servers and other systems to be operated,

         .     continuous monitoring of the architecture and the application,

         .     technical supervision and continuous monitoring of the end-of-day
               processing (including preparation and distribution of the reports
               necessary for the Exchange),

         .     continuous control of the system setup,

         .     redundant data protection of the operated systems,

         .     conclusion and administration of suitable license and maintenance
               agreements.

         The technical performance of the operated systems is achieved by:

         .     capacity and System Management,

         .     selection and use of suitable hardware and software,

         .     continuous performance analysis,

         .     preparation of reports and statistics.
<PAGE>

                                                                             -6-

         The Production Environment consists of a redundant backend cluster
         which is distributed to two locations together with subordinated data
         base systems which are also constructed as disaster tolerant.

                               [GRAPHIC OMITTED]

         Illustration 3: CBOT/Eurex(R) Alliance Production Architecture (current
         plan)

4.2      Remuneration

         The remuneration is [**] for each calendar month, commencing pro rata
         temporis for the first month in which the backend hardware is installed
         and ready for installation of Participant data (scheduled to be in the
         first half of May 2000).

5.       Customer Service

5.1      Description of Work

         Customer Service is the central contact for Participants who want
         technical support for the System. Customer Service also deals with all
         technical orders from the LLC Group and coordinates the realization of
         such orders (e.g., the connection of new Participants).

         In the case of introduction of new systems or Modifications, Customer
         Service will give support for Technical Member Readiness and Service
         Implementation.

         Customer Service consists of:
<PAGE>

                                                                             -7-

         A.    Connection Services which include:


               .    examining application forms from potential Participants for
                    completeness and plausibility,

               .    supporting the Participant by phone and electronic media in
                    the configuration, installation and operation of its
                    frontend installation,

               .    verification that the Participant Installation complies with
                    the Exchanges' regulations governing the connection of
                    Participants to the System (e.g. "Technische
                    Durchfuhrungsbestimmungen" = "Implementation Regulations
                    Concerning Technical Equipment"),

               .    setting up network connections between the Participant and
                    the Access Point (commissioning, coordinating the dates,
                    setup of the required bandwidths, etc.),

               .    connecting the Participant to the System and testing (Ping
                    Test, FTP Test, Failover Test),

               .    transferring the System application software to the
                    Participants' systems,

               .    technical configuration of the Participant in the backend,

               .    coordinating the functional setup of the Participant in the
                    backend with market supervision and production
                    administration.

               .    moving a Participant Installation from one Access Point to
                    another or from one location to another location.

               The connection (including a move) of a Participant Installation
               requires an order from LLC to DBS. The technical connection of a
               Participant is concluded as soon as the Participant has been
               completely set up in the production system and the Ping Test, the
               FTP Test and the Failover Test have been successfully completed.
               The Participant will be disconnected as soon as LLC notifies DBS
               in writing that the Participant connection must be cancelled.

         B.    Technical Helpdesk (First Level Support) and Change Management

               Technical Helpdesk includes the following services:
<PAGE>

                                                                             -8-

               .    solving technical problems in the everyday operation of the
                    Member Integrated System Server (MISSs), the WAN-Routers and
                    the MISS-Router-LAN,

               .    support for troubleshooting of technical errors in the
                    frontend installation,

               .    solving problems with the connection between the Participant
                    and the Access Point,

               .    answering questions on technical matters,

               .    answering questions regarding the VALUES-API interface.


               All Participants operating a frontend installation which is
               classified as "supported" and which fulfills the requirements of
               the Implementation Regulations Concerning Technical Equipment
               will be supported.

               Change Management includes the following services for the
               "supported" Participant Installations:

               .    provision of additional connections and cancellation of
                    connections between the Participant Installation and the
                    Access Point,

               .    setup of additional MISS and cancellation of MISS,

               .    change of report nodes,

               .    setup of new routers in the Participants' premises,

               .    cancellation of a Participant Installation.

         C.    Training

               Technical Training and Technical Update Training will be offered
               at the training locations London (UK) and Chicago (U.S.A.).
               Technical Training is the initial training course for the System.
               Technical Update Training is a follow-up course. Training
               includes:

               .    preparation of the training software and other materials in
                    the Training Environment (Section 7) and function test
                    according to the "Training Service Level Agreements",
<PAGE>

                                                                             -9-

               .    preparation of the training sessions (backend and frontend),

               .    carrying out of the training sessions.

               Up to a maximum number of 5 persons, the training sessions will
               be carried out by one trainer. In the case of more than 5, but
               not more than 15 persons, the training sessions will be carried
               out by two trainers. DBS and LLC will establish a training
               schedule every May and November for the following half-year. The
               schedule will contain the scope, the exact dates and times as
               well as the locations where the training sessions shall take
               place. The training sessions shall be carried out in German or
               English, as requested by LLC.

               LLC will coordinate the training schedules with other exchanges
               serviced by DBS.

         D.    Standard Package

               The Standard Package is a turnkey solution offered to
               Participants (in Sun and Intel NT based technologies) which
               includes:

               .    installation and configuration service including a brief
                    local functional and technical introduction;

               .    remote system management, hardware and software maintenance
                    service through 30 June 2001.

               The Standard Package comprises the following components:

               .    sale of hardware and system software for 2 Member
                    Integration System Servers which serve as trader
                    workstations for the stand-alone configuration (as specified
                    in more detail in the "CBOT/Eurex Alliance Standard Package"
                    sent to Participants in February 2000);

               .    installation of frontend System application software based
                    on the most recent releases;

               .    sale of two CISCO 2610 routers, one of which is equipped
                    with one ISDN port;

               .    installation of local area network connection between MISSs
                    and routers;

               .    sale of one standard office laser printer.
<PAGE>

                                                                            -10-

               The specific terms and conditions for sale and delivery have been
               separately agreed.

5.2      Remuneration

         A.    Connection Services will be remunerated for each new Participant
               Installation in an amount of [**] per connection as a one time
               charge. If Participants are connected to more than one Access
               Point, the connection to each Access Point constitutes a separate
               Participant Installation. The move of a Participant Installation
               to another location is also a new Participant Installation and
               will be remunerated separately; however, there will be no charge
               under Section 3.2, last paragraph, first sentence, for the three
               calendar months following the cancellation of the old connection.

         B.    Technical Helpdesk and Change Management is charged at a flat fee
               of [**] per month commencing as of 1 April 2000. If the total
               number of Sites connected to the System exceeds [**], an
               additional monthly fee of [**] for each additional Site will be
               charged.

         C.    Training (Technical Training and Technical Update Training) will
               be charged as follows:

<TABLE>
<CAPTION>
                  ------------------------------------------------------------
                   Location    Number of      Price per day    Price per day
                               Trainers       for Technical    for Technical
                                                 Training         Update
                                                                 Training
                  ------------------------------------------------------------
                  <S>          <C>            <C>              <C>
                   London      1                   [**]            [**]
                  ------------------------------------------------------------
                               2                   [**]            [**]
                  ------------------------------------------------------------
                   Chicago     1                   [**]            [**]
                  ------------------------------------------------------------
                               2                   [**]            [**]
                  ------------------------------------------------------------
</TABLE>

               If a Trainer is required to travel to the Training location, DBS
               will also charge for travel expenses incurred pursuant to DBS
               travel policies (see, Clause 2.2).

               LLC can cancel a training session free of charge by giving one
               month's written notice prior to the scheduled training session.
               If LLC cancels a training session within one month but no later
               than one week prior to the scheduled session, DBS can charge a
               cancellation fee of one half of the training fee per trainer. If
               LLC cancels a training session with less than one week's notice,
               DBS can charge the full fees.

         D.    Standard Packages are provided at a fixed price of [**] charged
               at an initial monthly installment of [**] and [**] subsequent
               monthly installments of [**].
<PAGE>

                                                                            -11-

6.       Training Environment

6.1      Description

         DBS will provide and operate the necessary infrastructure for Training
         ("Training Environment") which includes:

         .     frontend hardware and software infrastructure:

               .    creation of training-specific software images,

               .    installation and operation of the required frontend
                    environments and newest software releases,

               .    change of the software images between the training sessions,

               .    remote support during the training sessions,

         .     backend Support:


               .    provision of the training backend hardware and required
                    software infrastructure,

               .    system management.

         The training infrastructure is currently operated at the following
         locations with the number of workstations listed:

<TABLE>
<CAPTION>
             ------------------------------------------------------------------
                 Location          Address                 Number of Training
                                                              Workstations
             ------------------------------------------------------------------
             <S>                   <C>                     <C>
                 London            50 Cannon Street               12
                                   UK - London EC4N 6JJ
             ------------------------------------------------------------------
                 Chicago           190 South LaSalle Street       15
                                   USA - Chicago , IL 60603
             ------------------------------------------------------------------
                 Chicago           141 West Jackson Blvd.         20
                                   USA - Chicago, IL 60604
             ------------------------------------------------------------------
</TABLE>

         The training facilities located in 141 West Jackson Blvd., Chicago, IL
         60604 are provided by LLC.
<PAGE>

                                                                            -12-

6.2      Remuneration

         The remuneration consists of a monthly lump sum per location and a lump
         sum per location and per training day. The following fees apply.

<TABLE>
<CAPTION>
                      ------------------------------------------------------------------------------------
                        Training Environment                      Charge per              Charge per
                                                                    month                training day
                      ------------------------------------------------------------------------------------
                      <S>                                         <C>                    <C>
                        London                                       [**]                    [**]
                      ------------------------------------------------------------------------------------
                        Chicago                                      [**]                    [**]
                      ------------------------------------------------------------------------------------
                        Chicago (West Jackson)                       [**]                    [**]
                      ------------------------------------------------------------------------------------
</TABLE>

7.       Development Environment

7.1      Description

         DBS provides and operates the infrastructure necessary for the
         development and update of Eurex Software (the "Development
         Environment"). For the purpose of planning the required number of
         software development workstations, DBS and LLC will establish a
         utilization plan by 30 September of each year for the next calendar
         year. The plan will identify the number of required workstations per
         month for the following year. [**]

         A.    Development Frontend Hardware and Software Infrastructure:

               .    provision of desktop development and office communication
                    frontend hardware and software (including servers),

               .    setup of the workstations,

               .    removal management,

               .    creation of specific software images,

               .    installation of new server software releases,

               .    installation of new desktop software releases,

               .    system management of the servers,

               .    hardware and software support of the desktop workstations.
<PAGE>

                                                                            -13-

         B.   Development Backend Hardware and Software Infrastructure:

              .    installation of the required software on the backend
                   systems,

              .    monitoring the architecture and the application,

              .    permanent control of the system setups,

              .    conclusion and administration of the required license and
                   maintenance agreements.

         C.   Performance Test Environment:

              The performance test environment represents a scaled-down image of
              the System production environment. It serves to monitor the impact
              of software modifications on performance.

         D.   Acceptance Test Environment:

              The acceptance test environment is provided for the acceptance of
              the System application software releases. This environment also
              represents a scaled-down image of the production environment. [**]

7.2      Remuneration

         The remuneration for the Development Environment is contained in the
         hourly rates for DBS personnel and DBS subcontractors (working on an
         hourly basis and not on a fixed price basis) and will not be charged
         separately. With respect to LLC Group personnel (including
         Freelancers), LLC subcontractors and DBS subcontractors working on a
         fixed price basis, DBS will charge [**] per hour and person (based on 8
         hours per day) for the use of the Development Environment.
<PAGE>

                                                                            -14-

                                                            INSERT SCHEDULE 9.2b

This schedule describes the services, prices and service levels for the Eurex
Exchanges provided by Deutsche Borse Systems on the signing date of this
Agreement.
<PAGE>

                                                                             -1-

                                                                   SCHEDULE 12.3

                              List of Key Personnel

<TABLE>
<CAPTION>
                     ----------------------------------------------------------
                                       LLC                            DBS
-------------------------------------------------------------------------------
<S>                  <C>                 <C>              <C>
Program Manager      Jim Amaral          Jurg Spillmann   Frank Gerstenschlager
-------------------------------------------------------------------------------
                     tbd                 Tbd              Thomas Lenz
-------------------------------------------------------------------------------
                     tbd                 Tbd              Thomas Koster
-------------------------------------------------------------------------------
                     tbd                 Tbd              Hanno Klein
-------------------------------------------------------------------------------
                                                          Markus Toporowski
-------------------------------------------------------------------------------
                                                          Matthias Kluber
-------------------------------------------------------------------------------
                                                          Dr. Gerd Kobschall
-------------------------------------------------------------------------------
                                                          Dr. Peter Neuser
-------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                                   SCHEDULE 13.2


Gentlemen:

We have been retained by Deutsche Borse Systems AG ("DBS") as a subcontractor
under Clause 3.8 of a Master Software Development Agreement ("Agreement")
between and among Deutsche Borse AG, the Swiss Stock Exchange, Ceres Trading
Limited Partnership, CBOT/Eurex Alliance L.L.C. and DBS, among others, to
develop certain software modifications to what is referred to in that Agreement
as the Eurex Software (the "Modifications"). With respect to the Modifications
and for the sole purpose of delineating the extent of our rights in the
Modifications, we hereby confirm as follows:

1.   The intellectual property rights in the Modifications and all original work
     product and copies thereof including tapes, listings and other
     documentation developed by us in making the Modifications shall be deemed
     to be owned by you. At your expense, we shall take such steps as you
     reasonably require to vest and perfect such ownership in you and/or your
     designees and hereby grant to you the irrevocable, exclusive and
     transferable right in the Modifications and in all data, databases and
     works belonging thereto in source code and object code together with all
     written or machine readable documentation and in any materials and results
     pertaining thereto to use the same for all purposes connected with the
     business purpose of you and your Affiliates in any way and form and without
     temporal or geographic limitation.


2.   Without limiting the generality of the foregoing, we acknowledge that we
     have irrevocably granted to you the right to copy the Modifications, to
     publish and to distribute the Modifications, or any portions thereof, under
     any name and to adapt them, to create derivative works of the
     Modifications, to translate the Modifications and to publish such
     adaptations, derivative works and/or translations of the Modifications, to
     transmit or broadcast the Modifications also in any interactive way and to
     rent the Modifications to third parties. We agree that you are regarded as
     the maker of any databases and that you own all economic exploitation
     rights and that you may reproduce, distribute and communicate to the public
     any such database in part or in total. You are entitled to grant
     sublicenses in all of the above-mentioned rights.
<PAGE>

3.   As regards the moral rights in the Modifications, we acknowledge that we
     are responsible for assuring that you are entitled to (a) the undisturbed
     use of the Modifications and (b) in particular and without limitation
     hereto, to exercise for the relevant author the right of dissemination, the
     right of recognition of authorship, the right to prevent distortions of the
     work, the right to decide whether the work should bear the author's
     designation, the right of access to copies of the work and the revocation
     rights in the Modifications. If in the context of your undisturbed use of
     these rights a dispute arises between you and an author, then we shall make
     sure that the author exercises its moral rights as you direct.

4.   We acknowledge that we are precluded from developing for ourselves or for
     others materials which are derived from those produced in creating the
     Modifications. However, subject to our confidentiality obligations, this
     restriction will not preclude us from using general concepts, know-how and
     ideas used or developed in the course of providing services under our
     agreement with Deutsche Borse Systems AG.

5.   You understand that the tools, methodologies, techniques, and related
     information used by us to create the Modifications are and shall remain our
     property. Except as we have specified in the attachment hereto, we have not
     incorporated any third party technology (including our own proprietary
     technology) into the Modifications or otherwise used any third party
     technology in the creation or implementation of the Modifications in a
     manner that would infringe upon any proprietary interests of a third party
     or require a license from a third party in order to lawfully use, copy,
     support, modify or distribute the Modifications or any component thereof.

6.   This letter is governed by German substantive law, excluding the United
     Nations Convention on the International Sale of Goods.


                                Very truly yours,

[NAME OF SUBCONTRACTOR]

By: __________________________

    __________________________