Exhibit
      10.10


No
      Action
      Letter Issued by Securities and Exchange Commission


October
      21, 2005 to operate Track ECN through June 28, 2006





Mr.
      Robert P. Bramnik


Duane
      Morris, LLP


227
      West
      Monroe Street, Suite 3400


Chicago,
      IL 60606





Re:
      Track
      ECN




This
      letter
      extends the temporary no-action position taken by the Division of Market
      Regulation (“Division”) on January 6, 2005 (“January Letter”) until June 28,
      2006. This letter also extends the no-action position taken by the Division
      on
      May 30, 2003 relating to activities in Nasdaq securities on the NASD’s
      Alternative Display Facility and exchange-listed securities.




In
      the
      January Letter, the Division took the view that Track ECN, operated by Track
      Data Securities Corp. (“Track Data”), is an “electronic communications network”
(“ECN”) as now defined in Regulation NMS 1  and
      would be in compliance with the requirements applicable to the ECN Display
      Alternative 2  with
      respect to Nasdaq and exchange-listed securities for which a linkage between
      Track ECN and a self-regulatory organization (“SRO”) is operational.
      Accordingly, the Division took the position that it would not recommend that
      the
      Securities and Exchange Commission (“Commission”) take enforcement action
      against OTC market makers or exchange market makers who are participants in
      Track ECN, if those market makers enter orders into Track ECN without modifying
      their public quotations, in compliance with the ECN Display
      Alternative.





In
      extending this no-action position, the Division relied on the following
      representations made by Track Data:





(i)
            Track
                Data is registered with the Commission as a
                broker-dealer;





(ii)
            Track
                Data will continue to maintain a linkage with an SRO to provide to
                broker-dealer subscribers access to certain orders. Specifically,
                Track
                Data will: (a) transmit to an SRO for display by the SRO the best
                priced
                orders of all orders entered by OTC market makers and exchange market
                makers for those securities in which they make markets (or act as
                specialists); and (b) provide, to any broker or dealer, access to
                such
                orders displayed by an SRO that is functionally equivalent to the
                access
                that would have been available had the market makers reflected their
                superior orders in their quote;





(iii)
            Track
                Data responds and intends to continue to respond to directed orders
                by
                non-subscribers as promptly as it responds to orders directed by
                subscribers to execute against orders displayed in Track ECN and
                in any
                event no more than a few seconds. Non-subscribers may access Track
                ECN via
                dedicated computer line. In addition, Track Data will continue to
                maintain
                a desk to receive and execute orders received telephonically from
                non-subscriber broker-dealers against Track Data orders displayed
                by an
                SRO. This desk will be staffed by personnel that meet the applicable
                NASD
                standards for such activity. Finally, if not inconsistent with the
                rules
                of the SRO, Track Data will charge non-subscriber broker-dealers
                a rate
                that does not exceed the then current rate charged to a substantial
                portion of its active broker-dealer subscribers and in any event
                not in
                excess of $0.003 per share3or
                such other maximum fee as may be authorized pursuant to Regulation
                NMS
                from time to time, plus any fee charged to Track Data by an
                SRO;





(iv)
            Track
                ECN has sufficient capacity to handle the volume of trading reasonably
                anticipated to be conducted in Track ECN. In addition, Track Data
                will
                conduct regular periodic Track ECN capacity reviews and tests to:
                (a)
                ensure and expand future capacity, (b) identify potential weaknesses,
                and
                (c) reduce the risks of system failures and threats to system integrity;
                and





(v)
            Track
                Data has put in place and will maintain procedures to ensure that
                only
                certain designated personnel have access to Track ECN. Those designated
                personnel will keep all trading information entered into Track ECN
                confidential, and will not use such information for trading in Track
                Data’s proprietary account, its customers’ accounts, or their own personal
                trading accounts. In addition, the operation of Track ECN will be
                kept
                separate from other business of Track
                Data.







The
      Division
      conditions its position on the continuing accuracy of these representations
      and
      compliance by Track Data with all applicable Commission and SRO rules, including
      any additional requirements applicable to ECNs. Any different facts or
      conditions - including but not limited to modifications or revisions to, or
      expansion of service provided by, Track Data - may require a different response.
      The Division may request additional representations from you regarding the
      operation of Track ECN. This no-action position is subject to changes in current
      law, regulation, and interpretations; any such change may require the Division
      to reevaluate and withdraw or modify this position. This no-action position
      concerns enforcement action under Section 11A of the Securities Exchange Act
      of
      1934 only, and does not express any legal conclusions regarding the
      applicability of Section 11A or other statutory or regulatory provisions of
      the
      federal securities laws.




Compliance
      with the
      ECN Display Alternative depends in many respects on the practical effect of
      the
      operational conditions established by Track Data and the manner of operation
      of
      the linkage between Track ECN and the SRO. Therefore, the Division is limiting
      the effectiveness of this no-action position until June 28, 2006.








Sincerely,





/s/
            Michael
                J. GawMichael
                J. GawAssistant
                Director





1 See 17
          CFR 242.600(b)(23).
 2 17 CFR
          242 .602(b)(5)(ii).
 3 The
          Division notes that Rule 610(c) of Regulation NMS, 17 CFR 242.610(c), generally
          limits the fee that a trading center may charge for accessing a protected
          quotation to no more than $0.003 per share. Rule 610(c) became effective
          as of
          August 29, 2005, and is subject to delayed compliance to be implemented
          in two
          phases. See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496,
          37576
          (June 29, 2005).