REMOTE PROCESSING AGREEMENT


                                     BETWEEN


                         SUNGARD FINANCIAL SYSTEMS, INC.

                             a Delaware corporation

                                   ("SunGard")



                                       AND


                          ADVANTAGE TRADING GROUP, INC.

                              a Florida corporation

                                  ("Customer")



                                      DATED


                                January 12, 1998

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


SUNGARD FINANCIAL SYSTEMS, INC.     ADVANTAGE TRADING GROUP, INC.

BY: /s/ David Taylor                BY: /s/ Kevin M. Gagne/ /s/Richard L. Goble
    --------------------------          ----------------------------------------

PRINT NAME: /s/ David Taylor        PRINT NAME: /s/ Kevin M. Gagne/
            ------------------                  --------------------------------
                                       /s/ Richard L. Goble
                                       --------------------------------

PRINT TITLE:  President             PRINT TITLE: C.E.O./President
              ----------------                  -------------------------------

DATE SIGNED:  January 12, 1998      DATE SIGNED:  1/12/98/1/12/98
              ----------------                   ------------------------------

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SUNGARD

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

         1.2      On-Line Processing Services. SunGard shall provide to Customer
                  the on-line processing services described on Schedule A. The
                  System will be available to Customer twenty-four hours a day
                  except during System maintenance. Customer will have on-line
                  access to the System during every day that any of the United
                  States securities markets are open ("Business Day"). On each
                  Business Day, SunGard will perform a daily batch cycle which
                  will begin at 8:00 p.m. Eastern Time and takes approximately
                  twelve (12) hours for normal data processing, unless
                  additional processing is required by Customer ("Batch Cycle").
                  During the Batch Cycle access by Customer to the System is
                  limited to the inquiry functions and order entry of trades for
                  next Business Day processing. If Customer requests a delay in
                  the commencement of the Batch Cycle or if any clearing
                  entities are not available to be accessed by the System, Batch
                  Processing may be delayed and the System may not be available
                  for next Business Day processing for approximately twelve (12)
                  hours after the commencement of the Batch Cycle. The
                  Designated Location will be staffed at SunGard's usual levels
                  twenty-four (24) hours a day commencing at 7:00 a.m. Eastern
                  Time on Monday through 7:00 p.m. Eastern Time Saturday, and on
                  Sunday from 7:00 a.m. Eastern Time to 7:00 p.m. Eastern Time.
                  Customer may request additional staffing by providing five (5)
                  days' prior written notice to SunGard. Such additional
                  staffing will be charged to Customer at SunGard's current
                  rates.

         1. 3     Report Services. SunGard shall provide to Customer the report
                  services described on Schedule A, subject to any advance
                  notification procedures stated on Schedule A. SunGard shall
                  transmit all reports to Customer in the manner described in
                  the Documentation.

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

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

2.       INITIAL IMPLEMENTATION SUPPORT AND TRAINING

         2.1      Initial Implementation. SunGard shall provide and Customer
                  shall accept the Initial Implementation Support described on
                  Schedule C. This shall include delivery to Customer of the
                  Initial Copies of the Documentation stated on Schedule C and
                  assistance with any other implementation or related activities
                  described on Schedule C. Subject to the availability of
                  SunGard's personnel, SunGard shall provide to Customer
                  additional implementation support services reasonably
                  requested by Customer. After delivery, Customer shall bear all
                  risk of loss or damage to all copies of the Documentation
                  delivered by SunGard to Customer. SunGard shall provide to
                  Customer replacement or additional copies of the Documentation
                  reasonably requested by Customer.

         2.2      Training. SunGard shall provide and Customer shall accept the
                  Minimum Training described on Schedule C. This shall include
                  basic training in the use of the System Services for a
                  reasonable number of Customer's employees. Subject to the
                  availability of SunGard's personnel, SunGard shall provide to
                  Customer additional training services reasonably requested by
                  Customer. SunGard shall provide training at Customer's
                  location(s) whenever SunGard and Customer agree on-site
                  training is appropriate.

3.       SUNGARD'S OTHER OBLIGATIONS

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

                  (a)      Telephone Support. SunGard shall provide to Customer,
                           during SunGard's normal business hours, Monday
                           through Friday from 7:30 a.m. Eastern Time to 7:30
                           p.m. Eastern Time (except that Customer and SunGard
                           may agree in advance to provide support services on
                           U.S. holidays), telephone consultative support
                           through SunGard's Customer Support Department
                           regarding Customer's proper and authorized use of the
                           Software. During normal business hours, SunGard shall
                           provide access to at least one of the following
                           people: (i) the primary support person for customer
                           account, (ii) the project manager for customer's
                           account or (iii) a senior manager of SunGard. In
                           addition, telephone


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                           consultative support will be provided through the
                           SunGard hotline twenty-four (24) hours a day seven
                           (7) days a week.

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

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

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

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

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

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

                                    Class 1 Errors. For any Class 1 Error,
                                    SunGard shall take all reasonably necessary
                                    steps to supply a reasonable work-around or
                                    correction to Customer as soon as possible.
                                    This will include assigning qualified,
                                    dedicated staff to work on the Error 24
                                    hours per day, 7 days per week, at either
                                    the SunGard site or Designated Location as
                                    necessary. Upon detecting or being notified
                                    of a Class 1 Error, SunGard shall
                                    immediately assemble the appropriate

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                                    personnel to analyze the problem, identify
                                    potential solutions and determine the best
                                    plan of action. Customer shall participate
                                    in this process when necessary and provide
                                    SunGard with additional documentation and
                                    examples, if possible, to assist in
                                    resolving the Error. SunGard personnel shall
                                    be dedicated to resolving the Error until an
                                    acceptable work-around or correction is
                                    supplied or until Customer determines in its
                                    reasonable judgment after consultation with
                                    SunGard that a work around or correction
                                    cannot be produced. A SunGard representative
                                    shall keep Customer informed of the status.

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

                  (c)      Billable Correction Services. If SunGard determines,
                           reasonably and in good faith, that a reported Error
                           did not, in fact, exist or was not attributable to a
                           defect in the Software or an act or omission of
                           SunGard, then Customer shall pay for SunGard's
                           investigation and related services at the service
                           fees specified in Section 5.3.

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

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

                  (b)      SunGard shall use commercially reasonable efforts to
                           develop and implement changes to the System so that
                           the System Services will continue to comply with
                           applicable rules and regulations of regulatory
                           authorities as they may change from time to time.

                  (c)      At SunGard's option and subject to the availability
                           of SunGard personnel, SunGard shall evaluate and, if
                           feasible and appropriate, produce and implement
                           Customer requests for modifications in the System
                           Services or the System. In SunGard's sole discretion,
                           it may implement requested modifications at no charge
                           in accordance with Section 3.1 (a) or offer them at
                           an additional charge in accordance with Section 3.4.

                  (d)      SunGard shall deliver updates to the Documentation
                           whenever SunGard determines, in its sole discretion,
                           that such updates are necessary.

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<PAGE>

                  (e)      Customer shall accept modifications, revisions and
                           updates in the System Services, System and
                           Documentation, including changes in programming
                           languages, rules of operation and screen or report
                           format, as and when they are implemented by SunGard
                           and provided the modifications, revisions or updates
                           do not have a material adverse effect on the System
                           Services. Customer acknowledges that modifications,
                           revisions and updates in the System Services and the
                           System permitted by this Agreement may result in
                           changes in the form, timing or other features of
                           on-line services, reports and other System Services
                           provided under this Agreement.

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

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

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

         3.6      Special Processing. Upon the request of Customer and subject
                  to the limitations of the applications and hardware, SunGard
                  will use commercially reasonable

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                  efforts to provide special processing services such as
                  additional, customized reports or other enhancements that are
                  not included in the processing services provided under this
                  Agreement. Such special processing services will be provided
                  for an additional charge agreed upon by Customer and SunGard
                  in writing.

4.       CUSTOMER'S OTHER OBLIGATIONS

         4.1      Access to Facilities and Employees. Customer shall provide to
                  SunGard access to the Customer's facilities, equipment and
                  employees, and shall otherwise cooperate with SunGard, as
                  reasonably necessary for SunGard to perform its
                  implementation, training, support and other obligations under
                  this Agreement.

         4.2      Procurement of Hardware and Other Items. Customer shall be
                  responsible, at its expense, for procuring and maintaining the
                  communications equipment and lines, computer equipment,
                  software and all other out of pocket expenses, which comprise
                  the Specified Configuration described on Schedule A, and for
                  updating the Specified Configuration in accordance with
                  SunGard's published updates to Schedule A.

         4.3      Notices and Certifications. Customer shall give written notice
                  to SunGard (in accordance with Section 9.1) whenever Customer
                  intends to increase the transaction volume, in any material
                  respect, to be processed on the System. Customer shall
                  promptly complete and return to SunGard periodic
                  certifications which SunGard, in its sole discretion, may from
                  time to time send to Customer, certifying that Customer has
                  complied and is then in compliance with the provisions of
                  Section 7.

         4.4      Certain Legal Requirements. Customer shall be responsible, at
                  its expense, for complying with all laws and regulations of
                  any jurisdiction applicable to use of System Services,
                  including laws and regulations pertaining to (a) remote use of
                  software and related property, (b) communication or
                  transmission of data into or out of a jurisdiction or (c)
                  registration of this Agreement. Customer shall indemnify and
                  hold harmless SunGard (and its affiliates, and the respective
                  directors, officers, employees and agents of SunGard and its
                  affiliates) from and against all actions, claims, damages or
                  liabilities (including reasonable attorneys' fees) arising out
                  of any violation by Customer of any such laws or regulations.

5.       PAYMENTS

         5.1      Initial Implementation Support and Minimum Training. Customer
                  shall pay to SunGard the fees for Initial Implementation
                  Support and Minimum Training in the amounts stated on Schedule
                  C, in accordance with the payment terms stated on Schedule C.

         5.2      Monthly Fees. On a monthly basis, beginning on the first day
                  of processing live trades on the System ("Effective Date") and
                  continuing until termination of this

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                  Agreement, Customer shall pay to SunGard the fees described on
                  Schedule C. Customer shall pay minimum monthly fees for
                  certain services in advance as stated on Schedule C.

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

         5.4      Expense Reimbursements. Customer shall be responsible for all
                  out-of-pocket expenses to receive, deliver or transmit reports
                  or data, and shall reimburse SunGard for all such expenses
                  incurred by SunGard. Whenever any services are provided by
                  SunGard at a Customer location or any other location requested
                  by Customer other than one of SunGard's locations, Customer
                  shall reimburse SunGard for its reasonable travel, lodging,
                  meal and related expenses incurred by SunGard personnel in
                  providing such services.

         5.5      Other Fees. If Customer requires replacement or additional
                  copies of the Documentation if Customer assigns or otherwise
                  transfers this Agreement with SunGard's consent (in accordance
                  with Section 9.3), then Customer shall pay to SunGard the
                  corresponding fees stated on Schedule C.

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

         5.7      Payment Terms. SunGard shall submit invoices to Customer on a
                  monthly basis for monthly fees and routine expense
                  reimbursements. SunGard shall submit invoices to Customer for
                  any other fees or expense reimbursements as and when incurred.
                  All invoices shall be sent to Customer's address for invoices
                  stated on Schedule A. Customer's payments shall be due within
                  thirty (30) days after receipt of invoice. Interest at the
                  rate of eighteen percent (18%) per annum (or, if lower, the
                  maximum rate permitted by applicable law) shall accrue on any
                  amount not paid by Customer to SunGard when due under this
                  Agreement, and shall be payable by Customer to SunGard on
                  demand. Except as provided in Sections 6.1

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                  and 6.2(c), all fees and other amounts paid by Customer under
                  this Agreement are non-refundable.

         5.8      Fee Increases. On an annual basis, by giving at least one
                  hundred and twenty (120) days advance written notice to
                  Customer (in accordance with Section 9.1), SunGard may
                  increase the fees payable under this Agreement. If in
                  Advantage Trading Group's determination said fee increase is
                  unacceptable, Advantage Trading Group retains the right to
                  terminate this agreement within at least one hundred and
                  twenty (120) days of notification of increase from SunGard.

6.       WARRANTIES AND LIMITATIONS

         6.1      Performance. SunGard shall use reasonable care in processing
                  all work transmitted to it by Customer. SunGard shall have no
                  liability under this Section 6.1 unless, within thirty (30)
                  days after the applicable date of service, SunGard receives
                  notice from Customer (in accordance with Section 9.1)
                  describing a material processing error caused by SunGard's
                  failure to use reasonable care, together with adequate
                  supporting documentation and data. Upon receipt of any such
                  notice, SunGard's only obligation under this Section 6.1 is to
                  correct the error and redo the work affected as soon as
                  reasonably practical at no additional charge, or, at SunGard's
                  option, to refund or credit the charges applicable to the work
                  affected.

         6.2      Right to Perform Services; No Infringement. SunGard warrants
                  to Customer that it has the full legal right to use the System
                  to provide the System Services in accordance with this
                  Agreement, and that the System Services and Documentation, in
                  the form delivered to Customer by SunGard and when properly
                  used for the purpose and in the manner specifically authorized
                  by this Agreement, do not infringe in any material respect
                  upon any United States patent or copyright or any trade secret
                  or other proprietary right of any person. SunGard shall
                  reimburse Customer for any damages finally awarded against and
                  paid by Customer to the extent attributable to a violation of
                  the foregoing warranty. SunGard shall have no liability under
                  this Section 6.2 unless Customer gives written notice to
                  SunGard (in accordance with Section 9.1) within ten (10) days
                  after any applicable infringement claim is initiated against
                  Customer and allows SunGard to have sole control of the
                  defense or settlement of the claim. If any applicable
                  infringement claim is initiated, or in SunGard's sole opinion
                  is likely to be initiated, against Customer or SunGard, then
                  SunGard shall have the option, at its expense, to:

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

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

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

         6.3      Care of Data. SunGard shall use reasonable care in handling
                  tapes or other materials which encode or contain data
                  belonging to Customer. SunGard's only obligation for breach of
                  this Section 6.3 shall be to replace or repair the tape or
                  material lost or damaged and to make reasonable efforts to
                  regenerate any lost data from backup copies maintained by
                  SunGard or from source data provided by Customer.

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

         6.5      Exclusion for Unauthorized Actions. SunGard shall have no
                  liability under any provision of this Agreement with respect
                  to any performance problem, claim of infringement or other
                  matter to the extent attributable to any unauthorized or
                  improper use or modification of the System, any unauthorized
                  combination of the System with other software (other than
                  software included in the Specified Configuration), or any
                  breach of this Agreement by Customer.

         6.6      Force Majeure. SunGard shall not be liable for, nor shall
                  SunGard be considered in breach of this Agreement due to, any
                  failure to perform its obligations under this Agreement as a
                  result of a cause beyond its control, including any act of God
                  or a public enemy, act of any military, civil or regulatory
                  authority, change in any law or regulation, fire, flood,
                  earthquake, storm or other like event, disruption or outage of
                  communications, power or other utility, labor problem,
                  unavailability of supplies, or any other cause, whether
                  similar or dissimilar to any of the foregoing, which could not
                  have been prevented by SunGard with reasonable care. Customer
                  acknowledges that availability of System Services is subject
                  to normal System downtime and that SunGard is not responsible
                  for delays or inability to access services caused by
                  communications problems.

         6.7      Disclaimer and Exclusions. EXCEPT AS EXPRESSLY STATED IN THIS
                  AGREEMENT, SUNGARD MAKES NO REPRESENTATIONS OR WARRANTIES,
                  ORAL OR WRITTEN, EXPRESSED OR IMPLIED, INCLUDING IMPLIED
                  WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
                  PURPOSE REGARDING THE SYSTEM, THE SYSTEM SERVICES OR ANY OTHER
                  MATTER PERTAINING TO THIS AGREEMENT. EXCEPT FOR DAMAGES
                  REIMBURSABLE UNDER SECTION 6.2, SUNGARD'S TOTAL LIABILITY
                  UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED AN

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                  AMOUNT EQUAL TO FIVE HUNDRED THOUSAND DOLLARS ($500,000).
                  UNDER NO CIRCUMSTANCES SHALL SUNGARD BE LIABLE TO CUSTOMER OR
                  ANY OTHER PERSON FOR LOST REVENUES, LOST PROFITS, LOSS OF
                  BUSINESS, OR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY
                  NATURE, WHETHER OR NOT FORESEEABLE.

         6.8      Other Limitations. The warranties made by SunGard in this
                  Agreement, and the obligations of SunGard under this
                  Agreement, run only to Customer and not to its affiliates, its
                  customers or any other persons. Under no circumstances shall
                  any other person be considered a third party beneficiary of
                  this Agreement or otherwise entitled to any rights or remedies
                  under this Agreement. Customer shall have no rights or
                  remedies against SunGard except as specifically provided in
                  this Agreement. No action or claim of any type relating to
                  this Agreement may be brought or made by Customer more than
                  one (1) year after Customer first has knowledge of the basis
                  for the action or claim.

7.       CONFIDENTIALITY, OWNERSHIP AND RESTRICTIVE COVENANTS

         7.1      Confidential Information. All business information disclosed
                  by one party to the other in connection with this Agreement
                  shall be treated as confidential information unless it is or
                  later becomes publicly available through no fault of the other
                  party or it was or later is rightfully developed or obtained
                  by the other party from independent sources free from any duty
                  of confidentiality. Each party's confidential information
                  shall be held in strict confidence by the other party, using
                  the same standard of care as it uses to protect its own
                  confidential information, and shall not be used or disclosed
                  by the other party for any purpose except as necessary to
                  implement or perform this Agreement, or except as required by
                  law provided that the other party is given a reasonable
                  opportunity to obtain a protective order. Without limiting the
                  generality of the foregoing, such con-fidential information
                  shall include Customer's data, reports generated by SunGard
                  from Customer's data and the details of Customer's computer
                  operations.

         7.2      SunGard's Proprietary Items. Customer acknowledges that the
                  System and Documentation, the object code and the source code
                  for the System, the name of the System, the visual
                  expressions, screen formats, report formats and other design
                  features of the System, all ideas, methods, algorithms,
                  formulae and concepts used in developing and/or incorporated
                  into the System or Documentation, all future modifications,
                  revisions, updates, releases, refinements, improvements and
                  enhancements of the System or Documentation, all derivative
                  works based upon any of the foregoing, and all copies of the
                  foregoing (referred to, collectively, as "Proprietary Items")
                  are trade secrets and proprietary property of SunGard, having
                  great commercial value to SunGard. Customer acknowledges that
                  the restrictions in this Agreement are reasonable and
                  necessary to protect SunGard's legitimate business interests.

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<PAGE>

         7.3      Ownership Rights. All Proprietary Items provided to Customer
                  under this Agreement are being provided on a strictly
                  confidential and limited use basis. Title to all Proprietary
                  Items and all related patent, copyright, trademark, service
                  mark, trade secret, intellectual property and other ownership
                  rights shall remain exclusively with SunGard, even with
                  respect to such items that were created by SunGard
                  specifically for or on behalf of Customer. This Agreement is
                  not an agreement of sale, and no title, patent, copyright,
                  trademark, service mark, trade secret, intellectual property
                  or other ownership rights to any Proprietary Items are
                  transferred to Customer by virtue of this Agreement. All
                  copies of Proprietary Items in Customer's possession shall
                  remain the exclusive property of SunGard and shall be deemed
                  to be on loan to Customer during the term of this Agreement.

         7.4      Disclosure Restrictions. All Proprietary Items in Customer's
                  possession, whether or not authorized, shall be held in strict
                  confidence by Customer, and Customer shall take all steps
                  reasonably necessary to preserve the confidentiality thereof.
                  Customer shall not, directly or indirectly, communicate,
                  publish, display, loan, give or otherwise disclose any
                  Proprietary Item to any person, or permit any person to have
                  access to or possession of any Proprietary Item. Customer
                  shall limit its use of and access to Proprietary Items to only
                  those of its employees whose responsibilities require such use
                  or access. Customer shall advise all such employees, before
                  they receive access to or possession of any Proprietary Items,
                  of the confidential nature of the Proprietary Items and
                  require them to abide by the terms of this Agreement. Customer
                  shall be liable for any breach of this Agreement by any of its
                  employees or any other person who obtains access to or
                  possession of any Proprietary Item from or through Customer.

         7.5      Use Restrictions. Customer shall not do, nor shall it permit
                  any other person to do, any of the following:

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

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

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

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

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

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

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

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

         7.6      Notice and Remedy of Breaches. Customer shall promptly give
                  written notice to SunGard (in accordance with Section 9.1) of
                  any actual or suspected breach by Customer of any of the
                  provisions of this Section 7, whether or not intentional, and
                  Customer shall, at its expense, take all steps reasonably
                  requested by SunGard to prevent or remedy the breach.

         7.7      Audit. SunGard may, at its expense and by giving reasonable
                  advance written notice to Customer (in accordance with Section
                  9.1), enter Customer locations during normal business hours
                  and audit the number of copies of the Documentation in
                  Customer's possession and information pertaining to Customer's
                  compliance with the provisions of this Section 7. If SunGard
                  discovers that Customer is not in compliance with the
                  provisions of this Section 7 in any material respect, then
                  Customer shall reimburse SunGard for the expenses incurred by
                  SunGard in conducting the audit.

         7.8      Enforcement. Customer acknowledges that any breach of any of
                  the provisions of this Section 7 shall result in irreparable
                  injury to SunGard for which money damages could not adequately
                  compensate. If there is a breach, then SunGard shall be
                  entitled, in addition to all other rights and remedies which
                  SunGard may have at law or in equity, to have a decree of
                  specific performance or an injunction issued by any competent
                  court, requiring the breach to be cured or enjoining all
                  persons involved from continuing the breach. The existence of
                  any claim or cause of action which Customer or any other
                  person may have against SunGard shall not constitute a defense
                  or bar to the enforcement of any of the provisions of this
                  Section 7.

8.       TERMINATION

         8.1      Initial Term; Renewal. The term of this Agreement begins on
                  the date Customer begins processing live trades and shall
                  continue for three (3) years, and thereafter for successive
                  one-year renewal terms unless and until terminated in
                  accordance with this Section 8 or any other section of this
                  Agreement. SunGard or Customer

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<PAGE>

                  may terminate this Agreement at the end of the initial Term or
                  at the end of any one-year renewal term by giving at least
                  ninety (90) days advance written notice of termination (in
                  accordance with Section 9.1) to the other.

         8.2      Termination by Customer. Customer may terminate this Agreement
                  immediately upon notice to SunGard (in accordance with Section
                  9.1) if SunGard improperly denies Customer access to the
                  System Services and Customer's files maintained in the System
                  for more than one (1) business day, or if SunGard fails to
                  provide to Customer any daily reports described on Schedule A
                  for more than two (2) consecutive business days, in either
                  case unless due to a hardware or software malfunction or
                  defect, in which case SunGard shall be allowed a reasonable
                  period of time to correct the malfunction or defect.

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

                  (a)      Customer fails to pay to SunGard, within ten (10)
                           days after SunGard makes written demand therefor, any
                           past-due amount payable under this Agreement
                           including interest thereon) that is not the subject
                           of a good faith dispute as to which Customer has
                           given written notice to SunGard (in accordance with
                           Section 9.1) explaining its position in reasonable
                           detail.

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

                  (c)      Customer breaches any of its other obligations under
                           this Agreement and does not cure the breach within
                           thirty (30) days after SunGard gives written notice
                           to Customer (in accordance with Section 9.1)
                           describing the breach in reasonable detail.

                  (d)      Bankruptcy, insolvency, dissolution or liquidation
                           proceedings of any nature are instituted by or
                           against Customer or Customer discontinues all or a
                           significant part of its business operations.

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

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<PAGE>

         8.55     Effect of Termination. Upon a termination of this Agreement,
                  whether under this Section 8 or otherwise, Customer shall
                  immediately cease all use of the System Services,
                  Documentation and other Proprietary Items, Customer shall
                  promptly return to SunGard all copies of the Documentation and
                  any other Proprietary Items then in Customer's possession.
                  Customer shall remain liable for all payments due to SunGard
                  with respect to the period ending on the date of termination.
                  Within thirty (30) days after termination of this Agreement,
                  Customer shall give notice to SunGard (in accordance with
                  Section 9.1) containing reasonable instructions regarding the
                  disposition of tapes, data, files and other property belonging
                  to Customer and then in SunGard's possession. SunGard shall
                  comply with that notice, except that SunGard may retain all
                  such property until SunGard receives all payments due to
                  SunGard under this Agreement. Upon request contained in such
                  notice, SunGard shall convert Customer's data to machine
                  readable form to the extent practicable and at Customer's
                  expense. If Customer fails to give that notice within thirty
                  (30) days after termination of this Agreement, then SunGard
                  may dispose of such property as it sees fit. The provisions of
                  Sections 5, 6 and 7 shall survive any termination of this
                  Agreement, whether under this Section 8 or otherwise.

9.       OTHER PROVISIONS

         9.1      Notice. All notices, consents and other communications under
                  or regarding this Agreement shall be in writing and shall be
                  deemed to have been received on the earlier of the date of
                  actual receipt, the third business day after being mailed by
                  first class certified air mail, or the first business day
                  after being sent by a reputable overnight delivery service.
                  Any notice may be given by facsimile, provided that signed
                  written original is sent by one of the foregoing methods
                  within twenty-four (24) hours thereafter. Customer's address
                  for notices is stated on Schedule A. SunGard's address for
                  notices is 504 Totten Pond Road, Waltham, Massachusetts 02154
                  Attention: Contract Administration. Either party may change
                  its address for notices by giving written notice of the new
                  address to the other party in accordance with this Section
                  9.1.

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

                  (a)      "affiliate" means, with respect to a specified
                           person, any person which directly or indirectly
                           controls, is controlled by, or is under common
                           control with the specified person as of the date of
                           this Agreement, for as long as such relationship
                           remains in effect.

                  (b)      "copy" means any paper, disk, tape, film, memory
                           device, or other material or object on or in which
                           any words, object code, source code or other symbols
                           are written, recorded or encoded, whether permanent
                           or transitory.

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<PAGE>

                  (c)      "including" means including but not limited to.

                  (d)      "person" means any individual, sole proprietorship,
                           joint venture, partnership, corporation, company,
                           firm, bank, association, cooperative, trust, estate,
                           government, governmental agency, regulatory
                           authority, or other entity of any nature.

         9.3      Parties In Interest. This Agreement shall bind, benefit and be
                  enforceable by and against SunGard and Customer and, to the
                  extent permitted hereby, their respective successors and
                  assigns. Customer shall not assign this Agreement or any of
                  its rights hereunder, nor delegate any of its obligations
                  hereunder, without SunGard's prior written consent. SunGard's
                  consent shall not be unreasonably withheld in the case of an
                  assignment to a purchaser of or a successor to substantially
                  all of Customer's business, or to an affiliate of Customer,
                  provided that SunGard receives prior notice (in accordance
                  with Section 9.1) of the assignment together with the
                  successor's written undertaking to assume all of Customer's
                  obligations under this Agreement. Any change in control of
                  Customer, and any assignment by merger or otherwise by
                  operation of law, shall constitute an assignment of this
                  Agreement by Customer for purposes of this Section 9.3.

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

         9.5      Employee. Customer shall not, directly or indirectly (through
                  one or more subsidiaries or other controlled entities), hire
                  or offer to hire any programmer or data processing employee or
                  contractor of SunGard at any time when such person is employed
                  or engaged by SunGard or during the six (6) months after such
                  employment or engagement ends. For purposes of this provision,
                  "hire" means to employ as an employee or to engage as an
                  independent contractor, whether on a full-time, part-time or
                  temporary basis. This provision will remain in effect during
                  the term of this Agreement and for a period of one (1) year
                  after expiration or termination of this Agreement.

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

         9.7      Modification and Waiver. No modification of this Agreement,
                  and no waiver of any breach of this Agreement, shall be
                  effective unless in writing and signed by an authorized
                  representative of the party against whom enforcement is
                  sought.
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<PAGE>

                  No waiver of any breach of this Agreement, and no course of
                  dealing between the parties, shall be construed as a waiver of
                  any subsequent breach of this Agreement.

         9.8      Severability. A determination that any provision of this
                  Agreement is invalid or unenforceable shall not affect the
                  other provisions of this Agreement.

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

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

         9.11     Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
                  IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
                  PENNSYLVANIA EXCLUDING CHOICE OF LAW.


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