<PAGE>

                                                                    Exhibit 10.6




PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                                          JPMorgan Chase Agreement No. _________

                        MASTER SERVICE PROVIDER AGREEMENT

                                     BETWEEN

                               VIRTUSA CORPORATION

                                       AND

                               JPMORGAN CHASE BANK

                          DATED AS OF DECEMBER 6, 2004

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
1. DEFINITIONS AND CONSTRUCTION..........................................     1
   1.1   Definitions.....................................................     1
   1.2   References......................................................     9
   1.3   Headings........................................................     9
   1.4   Additional Definitions..........................................     9

2. SERVICES..............................................................    10
   2.1   Scope of the Services Generally.................................    10
   2.2   Performance of Services.........................................    11
   2.3   Increases and Decreases in Services.............................    11
   2.4   Applicable Laws; Country-Specific Legal and Regulatory
            Requirements.................................................    11
   2.5   Third Party Services............................................    12
   2.6   Change Orders...................................................    12

3. SERVICE LEVELS........................................................    13
   3.1   Service Levels..................................................    13
   3.2   Adjustment of Service Levels....................................    13
   3.3   Root-Cause Analysis.............................................    13
   3.4   Measurement and Monitoring......................................    14
   3.5   Continuous Improvement..........................................    14
   3.6   Supplier Service Locations......................................    14

4. COVENANTS AND OBLIGATIONS OF THE PARTIES..............................    15
   4.1   Covenants and Obligations of Supplier...........................    15
   4.2   Covenants and Obligations of JPMC...............................    15

5. PROJECT TEAM..........................................................    16
   5.1   Supplier Personnel..............................................    16
   5.2   Key Personnel...................................................    17
   5.3   Subcontractors..................................................    18
   5.4   Access to Supplier Personnel and Resources......................    19
   5.5   Compliance with JPMC Requirements...............................    19

6. MANAGEMENT AND CONTROL; REPORTING.....................................    21
   6.1   Periodic Meetings...............................................    21
   6.2   Procedures Manual...............................................    21
   6.3   Reports.........................................................    21

7. INTELLECTUAL PROPERTY RIGHTS; WORK PRODUCT; ACCEPTANCE PROCEDURES.....    21
   7.1   Work Product....................................................    21
</TABLE>


                                        i

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

<TABLE>
<S>                                                                         <C>
   7.2   Supplier Tools, Supplier Software and Supplier Machines.........    23
   7.3   Consents........................................................    24
   7.4   JPMC License of Intellectual Property to Perform Services.......    25
   7.5   Limitations.....................................................    25

8. PAYMENTS TO SUPPLIER..................................................    25
   8.1   Fees............................................................    25
   8.2   Payment Schedule and Invoices...................................    26
   8.3   Recurring Costs.................................................    27
   8.4   [************]..................................................    27
   8.5   Increase in Fees................................................    27
   8.6   Audit of Fees...................................................    27

9. TAXES.................................................................    28
   9.1   Responsibility for Paying Taxes, Generally......................    28
   9.2   Segregation of Fees.............................................    29
   9.3   Cooperation.....................................................    29
   9.4   Assessment for Tax Deficiency...................................    29
   9.5   Required Disclosure.............................................    30

10. AUDITS...............................................................    30
   10.1  Audit Processing................................................    30
   10.2  Record Retention................................................    31
   10.3  Facilities......................................................    31

11. CONFIDENTIALITY; COMPLIANCE WITH PRIVACY POLICIES....................    31
   11.1  General Confidentiality Obligations.............................    31
   11.2  JPMC Confidential Information Specifically......................    34
   11.3  Unauthorized Acts...............................................    34
   11.4  Personal Information............................................    35

12. REPRESENTATIONS AND WARRANTIES.......................................    38
   12.1  Representations and Warranties..................................    38
   12.2  Disclaimer......................................................    40

13. INDEMNITIES..........................................................    41
   13.1  Indemnity by JPMC...............................................    41
   13.2  Indemnity by Supplier...........................................    41
   13.3  Indemnification Procedures......................................    42

14. DAMAGES..............................................................    44
   14.1  Direct Damages..................................................    44
   14.2  Limitations on Liability........................................    45

15. INSURANCE AND RISK OF LOSS...........................................    46
   15.1  Insurance.......................................................    46
</TABLE>


                                       ii

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

<TABLE>
<S>                                                                         <C>
   15.2  Certificates....................................................    47
   15.3  Policies........................................................    47
   15.4  Risk of Loss....................................................    47

16. TERM; TERMINATION....................................................    47
   16.1  Term............................................................    47
   16.2  Termination for Convenience.....................................    48
   16.3  Termination for Cause...........................................    48
   16.4  Termination for Insolvency; Change of Control...................    48
   16.5  Discontinuance of Services......................................    49
   16.6  Other Terminations..............................................    49

17. END OF TERM ASSISTANCE...............................................    49
   17.1  End of Term Assistance Services.................................    49
   17.2  JPMC'S Third Party Designees....................................    49
   17.3  End of Term Assistance Services Fees............................    49

18. SECURITY; INFORMATION TECHNOLOGY CONTROL POLICIES....................    50
   18.1  Safety and Security Procedures..................................    50
   18.2  Compliance with Security Regulations............................    50
   18.3  Compliance with JPMC Information/Technology Control Policies....    50
   18.4  Access by Regulatory Authorities................................    51
   18.5  Reports & On-Site Review........................................    51
   18.6  Changes that May Affect Services................................    52
   18.7  Ethical Hack....................................................    52
   18.8  Backup Disks....................................................    52
   18.9  Disaster Recovery Plan..........................................    52

19. MISCELLANEOUS PROVISIONS.............................................    53
   19.1  Survival........................................................    53
   19.2  Notices.........................................................    53
   19.3  Assignment, Binding Effect......................................    54
   19.4  Waiver..........................................................    55
   19.5  Entire Agreement; Amendments....................................    55
   19.6  EEOC............................................................    55
   19.7  Publicity.......................................................    55
   19.8  Headings........................................................    55
   19.9  Severability....................................................    56
   19.10 Nondisclosure of Terms..........................................    56
   19.11 Counterparts....................................................    56
   19.12 Regulatory Matters..............................................    56
   19.13 Force Majeure...................................................    56
   19.14 Dispute Resolution..............................................    57
   19.15 Governing Law; Venue............................................    58
   19.16 Relationship of Parties.........................................    58
</TABLE>


                                       iii

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

<TABLE>
<S>                                                                         <C>
   19.17 Third Party Beneficiaries.......................................    59
   19.18 Interpretation of Documents.....................................    59
   19.19 No Interference.................................................    59
   19.20 Covenant of Further Assurances..................................    59
   19.21 Negotiated Terms................................................    59
   19.22 Supplier Diversity..............................................    59
         MASTER AGREEMENT EXHIBIT A Task Order Template..................    61
         MASTER AGREEMENT EXHIBIT B Professional Unit....................    73
         MASTER AGREEMENT EXHIBIT C Pre-JPMC Assignment Statement........    74
         MASTER AGREEMENT EXHIBIT D Confidentiality and Non-Disclosure
            Agreement....................................................    77
         MASTER AGREEMENT EXHIBIT E Statement of JPMC Domestic
            Fingerprinting Policy for Contingent Worker Providers/
            Servicing Agencies...........................................    80
         MASTER AGREEMENT EXHIBIT F Statement of JPMC Domestic Drug
            Testing Policy for Contingent Worker Providers/Servicing
            Agencies.....................................................    81
         MASTER AGREEMENT EXHIBIT G Fees.................................    83
         MASTER AGREEMENT EXHIBIT H European Union Privacy Addendum......    84
</TABLE>


                                       iv
<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                                                      JPMC Agreement No. _______

                        MASTER SERVICE PROVIDER AGREEMENT

     THIS MASTER SERVICE PROVIDER AGREEMENT ("Master Agreement"), dated as of
December 6, 2004, is entered into among JPMorgan Chase Bank, with offices
located at 270 Park Avenue, New York, NY 10017, and Virtusa Corporation
("Supplier"), with offices located at 2000 West Park Drive, Westborough, MA
01581.

                                   BACKGROUND

     From time to time, JPMorgan Chase Bank and/or one its Affiliates (severally
and collectively, "JPMC") may request that Supplier perform services including
software development, programming, implementation, maintenance, consulting and
other services all as detailed in Task Orders (as hereinafter defined). Supplier
shall perform such Services in accordance with the Service Levels set forth in
each applicable Task Order and develop and deliver Work Product in connection
therewith in accordance with the Timetable (as hereinafter defined) and the
Specifications (as hereinafter defined), if any, set forth in each applicable
Task Order. Supplier desires to provide to JPMC, and JPMC desires to obtain from
Supplier the Services and the Work Product described in each Task Order attached
hereto and on the terms and conditions set forth herein.

     NOW, THEREFORE, for and in consideration of the agreements set forth below,
JPMorgan Chase Bank and Supplier agree as follows:

1. DEFINITIONS AND CONSTRUCTION.

     1.1 DEFINITIONS. The following defined terms as used in this Agreement
shall have the meanings specified below:

          (a) "Affiliate" of a Party shall mean any entity which Controls, is
Controlled by, or is under common Control with the Party specified. The
foregoing definition includes any entity that conforms to the definition as of
the Agreement Effective Date, as well as any entity that conforms to the
definition anytime thereafter.

          (b) "Agreement" shall mean, collectively, the: (i) Master Agreement,
(ii) applicable Task Order, and (iii) Agreement Collateral Documents.

          (c) "Agreement Collateral Documents" shall mean any and all exhibits,
schedules, appendices and other documents attached hereto, other than Task
Orders.

          (d) "Agreement Effective Date" shall mean the date first set forth in
the preamble paragraph above upon which this Agreement becomes binding and
enforceable.

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (e) "Agreement Year" shall mean each twelve (12) month period during
the Agreement Term, commencing on the Agreement Effective Date and on each
anniversary of the Agreement Effective Date occurring thereafter.

          (f) "Applicable Countries" shall mean all countries where Personal
Information is gathered, stored or processed.

          (g) "Applicable Laws" shall mean collectively all applicable laws,
rules, agency actions, and regulations, including the Regulatory Requirements
and any changes, supplements, or replacements to, or for, and interpretations
thereof that may relate to the provision of the Services and/or the creation of
the Work Product, as such "Applicable Laws" relate to a Party's designated
responsibilities under each Task Order.

          (h) "Application" shall mean all the elements required for the
operation of an application described in a Task Order including: (i) proprietary
or other software owned, licensed or developed for JPMC and (ii) Documentation
in connection therewith.

          (i) "Change in Control" shall mean: (i) a consolidation or merger of
an entity, or its parent corporation, into or with any other entity where the
original entity, or its parent corporation, is not the surviving entity (but
excluding any such merger or consolidation of any entity as to which at least
fifty percent (50%) of the outstanding voting securities of the surviving entity
are owned by the owners of the original entity, or its parent corporation,
immediately prior to the merger or consolidation), (ii) a sale, transfer or
other disposition of all, or substantially all, of the assets of an entity, or
its parent corporation, in a single transaction or series of related
transactions, to any person or entity, or group of related persons or entities,
not controlled by the transferring entity or its parent corporation or (iii) the
acquisition by any person or entities of beneficial ownership of at least fifty
percent (50%) of the outstanding shares of stock of an entity or its parent
corporation.

          (j) "Claim" shall mean any civil, criminal, administrative or
investigative action or proceeding then pending or threatened against either
Party.

          (k) "Confidential Information" shall mean with respect to:

               (i) JPMC, collectively, all data and information disclosed to
     Supplier, Supplier Personnel, or any Subcontractor in connection with the
     Services or any request for proposal and related bidding process including
     Personal Information and non-public information which is learned by
     Supplier without JPMC's intentional disclosure to it. Such information
     includes all JPMC Software (regardless of its state of completion or form
     of recordation), Specifications, Documentation, Work Product, product
     proposals, financial information, data, source or object code,
     documentation, manuals, studies, internally devised technology, system or
     network architecture or topology, security mechanisms, product or
     processing capacities, revenues, information relating to the business of
     JPMC (including internal procedures and policies, businesses plans, and
     products of JPMC), and all other trade secret, confidential or proprietary
     information and documentation of JPMC or its customers, prospective
     customers, employees, directors,


                                        2

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

     outside directors, retirees, and their respective spouses and families
     (whether or not it is designated as such), including information which is
     not permitted to be disclosed to third parties under Applicable Laws;

               (ii) Supplier, collectively, all non-public information which (A)
     Supplier (1) marks as trade secret or confidential information, or (2)
     claims to JPMC to be trade secret or confidential information, or (3) is
     recognizable by its nature to be a trade secret or confidential, or (4) is
     learned by JPMC without Supplier's intentional disclosure to it, or (5)
     JPMC knows is deemed by Supplier to be its trade secret or confidential
     information. Such information includes all Supplier Software (regardless of
     its state of completion or form of recordation), Supplier Tools, product
     proposals, financial information, data, source or object code,
     documentation, manuals, studies, and any other materials or information
     based thereon, and Supplier's businesses plans, policies, procedures, and
     products, and all confidential or proprietary information and documentation
     of Supplier (whether or not it is designated as such); provided, however,
     Work Product shall not be Supplier Confidential Information; and

               (iii) each Party, the terms of this Agreement.

          (l) "Control" of an entity shall mean that the specified party,
directly or indirectly, has the power to direct or cause the direction of the
management and policies of that entity through the ownership of voting
securities, by contract or otherwise.

          (m) "Deliverables" shall mean deliverables, services, materials or
other work product (including both object and fully commented source code)
deliverable in accordance with a Timetable on, or otherwise pursuant to, a Task
Order. Each Deliverable that includes software shall include fully commented
source code together with all necessary Documentation unless otherwise set forth
in a relevant Task Order.

          (n) "Destructive Elements" shall mean, collectively, any computer
code: (a) intentionally designed to disrupt, disable, alter, damage, interfere,
harm, or otherwise impede in any manner, including aesthetical disruptions or
distortions, (i) JPMC Confidential Information, (ii) the Work Product, (iii)
JPMC Software, (iv) Operating Environment, (v) Supplier Software, (vi) Supplier
Machines or (vii) the operation of the Services including other software or
systems used to provide the Services, or any other associated software,
firmware, hardware, computer system or network (sometimes referred to as
"viruses" or "worms"), (b) that would disable (i) the Services, (ii) Work
Product, (iii) JPMC Software or (iv) Supplier Software or impair in any way the
operation of any of the foregoing based on the elapsing of a period of time,
exceeding an authorized number of copies, advancement to a particular date or
other numeral (sometimes referred to as "timebombs", "time locks", or "drop
dead" devices), (c) that would permit Supplier or any Subcontractor to cause
disablement or impairment of the Work Product (sometimes referred to as "traps",
"access codes" or "trap door" devices) or (d) which contains any other similar
harmful, malicious or hidden procedures, routines or mechanisms which would
cause such programs to cease functioning or to damage or corrupt data, storage
media, programs, equipment or communications, or otherwise interfere with
operations.


                                        3

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (o) "Design Documents" shall mean collectively any design and
development plan and design specifications approved by JPMC.

          (p) "Disclosed Subject" shall mean each invention, discovery or
improvement, whether patentable or not, constituting the Work Product or any
part thereof.

          (q) "Documentation" shall mean, collectively, all operator and user
manuals, training materials, guides, listings, Specifications and any revisions
or additions to such documents relating to any Application for which Services
are performed or Work Product delivered pursuant to a Task Order.

          (r) "End of Term Assistance Period" shall mean a period of time
reasonably designated by JPMC, not to exceed twelve (12) months from the
expiration or earlier termination of an applicable Task Order Term, during which
period of time Supplier shall provide End of Term Assistance Services in
accordance with Article 17 (End of Term Assistance) hereof.

          (s) "End of Term Assistance Services" shall mean, collectively: (i)
the Services which were provided by Supplier immediately prior to the expiration
or termination of an applicable Task Order Term to the extent JPMC requests that
such Services be provided from such expiration or termination, (ii) any New
Services requested by JPMC in order to facilitate the transfer of the Services
to JPMC or another service provider designated by JPMC, and (iii) Supplier (A)
assisting JPMC in the development of a transition plan in connection therewith,
(B) making available necessary project personnel and resources to facilitate the
transition, (C) providing such interim Services as are necessary to successfully
complete such transition, (D) providing training, documentation and other
materials necessary to enable JPMC, or its designee, to assume responsibility
for the Services, (E) delivering to each of JPMC and its designees, the most
current copies of all Work Product, and (F) making available to JPMC and its
designees, pursuant to reasonable terms and conditions, any third party services
and systems then being utilized by Supplier in the performance of the Services,
subject to the terms and conditions of any applicable third party agreements.

          (t) "Enhancements" shall mean all extensions, additions or further
developments of an existing feature or capability of an Application or new
capability or feature of an Application or any component thereof, including new
releases, versions, modifications, improvements, upgrades, enhancements,
alterations, changes and conversions of an Application.

          (u) "Error" shall mean any error, defect or malfunction in an
Application that: (i) causes the integrity of an Application's data to be
compromised or corrupted; (ii) causes an unexpected error message or fatal error
to occur while using an Application; (iii) causes an Application to fail to
conform to any of the warranties contained in Section 12.1(Representations and
Warranties) or (iv) causes an Application to fail to conform to the
Documentation.

          (v) "Error Correction" shall mean a modification or other appropriate
fix to an Application that remedies an Error.


                                        4

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (w) "Ethical Hack" shall mean the efforts of a third party computer
security testing firm on the systems used in the operation of the Services to
identify any security faults.

          (x) "Fees" shall mean, collectively, those fees to be paid by JPMC to
Supplier in consideration of Supplier providing the Services and delivering the
Work Products, including any fees paid in the form of consideration other than
cash including coupons for products and services or any discounts for volume
purchasing.

          (y) "Force Majeure Event" shall mean fire, flood, earthquake, elements
of nature or acts of God, acts of war, terrorism, riots, civil disorders,
rebellions or revolutions, strikes, lockouts or labor difficulties or any other
cause beyond the reasonable control or anticipation of a Party, except for
Subcontractor defaults which do not result from such events.

          (z) "Functional and Technical Specifications" shall mean detailed
written functional and technical specifications including requirements,
operations and procedures for an Application, to be approved by JPMC.

          (aa) "Intellectual Property" shall mean any and all intellectual
property or proprietary rights, including copyright rights (including rights in
audiovisual works), moral rights, trademark rights (including logos, slogans,
domain names, trade names, and service marks), patent rights (including patent
applications and disclosures), know-how, inventions, proprietary computer
programs and software, rights of priority and trade secret rights, recognized in
any country or jurisdiction in the world.

          (bb) "JPMC Consents" shall mean any and all consents or approvals
necessary to allow Supplier, and any Subcontractor, to use any of the following
to provide the Services and Work Product: (i) JPMC Intellectual Property, (ii)
JPMC Software, (iii) Operating Environment, (iv) services and products provided
for the benefit of JPMC under JPMC's service contracts, (v) JPMC Confidential
Information and (vi) JPMC Content.

          (cc) "JPMC Content" shall mean any and all data and content, including
multimedia or images (including graphics, audio and video), HTML templates,
text, data images, design structure, graphic images, audio, video and
audiovisual material, and other materials and the like provided by JPMC,
Supplier and/or third parties, and that are used in connection with the
Services.

          (dd) "JPMC Intellectual Property" shall mean, collectively, the: (i)
Intellectual Property that was, is, or will be, developed by or for JPMC
including the Work Product, and (ii) JPMC Content. The term JPMC Intellectual
Property shall not include Operating Environment or JPMC Software.

          (ee) "JPMC Location" shall mean any location worldwide owned, leased
by or operated on behalf of JPMC.

          (ff) "JPMC Software" shall mean any and all JPMC and JPMC's licensors'
proprietary computer programs and software, including all services, processes,
data, information


                                        5

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

and tables created by or for JPMC, and all improvements, updates, fixes,
releases and updates related thereto, that are used in connection with the
Services, including the applications and modules detailed in any requests for
proposals.

          (gg) "New Services" shall mean, with respect to any Task Order, any
service that (i) is outside the scope of such Task Order, (ii) requires
resources other than those required for performance of the Services set forth in
such Task Order, or (iii) requires additional startup material expenses not
otherwise required for performance of the Services set forth in such Task Order.

          (hh) "Parties" shall mean, collectively, JPMC and Supplier.

          (ii) "Party" shall mean each of JPMC and Supplier, individually.

          (jj) "Pass-Through Expense" shall mean expenses paid directly by JPMC
to a third party vendor, or expenses incurred by Supplier on behalf of JPMC and
reimbursed by JPMC to Supplier at actual cost. Supplier shall promptly provide
JPMC with the original third party invoice, if a separate invoice for JPMC is
received by Supplier, for such expenses together with a statement that Supplier
has reviewed the invoiced charges and made a determination of which charges are
proper and valid and should be paid by JPMC.

          (kk) "Personal Information" shall mean, collectively, all information,
in any form, provided to Supplier, by or on behalf of JPMC, that alone, or in
combination with other information: (i) uniquely identifies a current, former or
prospective director, outside director, employee, retiree or customer of JPMC,
or their respective spouses or families (e.g., names, addresses, telephone
numbers, proprietary information concerning accounts, financial standing,
investment holdings and other financial data compiled by JPMC and/or provided by
such parties, specific financial needs and requirements with respect to
investment, financial position and standing, leads, referrals and references to
such parties, holding book or customer book pages, assets and obligations
carried in accounts of customers, etc.), or (B) is considered "sensitive
personal data", such as political opinions, religious beliefs or information
related to the physical or mental health of a current, former or prospective
director, outside director, employee, retiree or customer of JPMC, or their
respective spouses or families; or as otherwise defined under the laws of an
Applicable Country.

          (ll) "Procedures Manual" shall mean each written document jointly
developed by the Parties pursuant to a Task Order describing how JPMC and
Supplier will perform certain operational functions necessary to perform the
Services and meet the requirements of JPMC contemplated by such Task Order.

          (mm) "Operating Environment" shall mean the hardware platform and any
other equipment, configurations, machines, equipment, and associated
attachments, features, accessories, peripheral devices, operating systems,
control programs and other elements of the operating environment (including an
Internet or Internet oriented operating environment) on or in which JPMC uses a
software application.


                                        6

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (nn) "Regulatory Requirements" shall mean any laws, rules, regulations
legislative enactments, agency actions, or policies on an international,
Federal, state and local level to which JPMC is required to submit or
voluntarily submits.

          (oo) "Reports" shall mean, collectively: (i) those performance reports
measuring Supplier's or a Subcontractor's performance against the applicable
Service Levels and (ii) such other reports as are reasonably requested by JPMC
from time to time.

          (pp) "Services" shall mean, collectively: (i) all services set forth
in the Task Orders, (ii) all End of Term Assistance Services, (iii) all other
services set forth in this Agreement, including the development and delivery of
all Work Product specified therein, and (iv) any New Services requested by JPMC
pursuant to Section 2.6 (Change Orders) hereof

          (qq) "Service Levels" shall mean the performance standards which
Supplier will meet, and cause each Subcontractor to meet, in connection with the
provision of the Services, consisting of: (i) those set forth in an applicable
Task Order and/or Procedures Manual and (ii) any other performance standards
mutually agreed upon in a writing by JPMC and Supplier in connection with the
Services that references this Master Agreement and/or an applicable Task Order.

          (rr) "Specifications" shall mean, collectively, the Design Documents,
the Functional and Technical Specifications and other mutually agreed written
specifications and any written revisions or additions to the foregoing.

          (ss) "Subcontractor" shall mean any independent contractor, other than
a natural person, engaged by Supplier to perform the Services or any part
thereof

          (tt) "Task Order" shall mean, collectively, an agreement signed by
JPMC, and Supplier from time to time, respecting the performance of Services,
which agreement, by its terms, expressly provides that such Task Order shall be
part of and governed by the terms and conditions contained in this Master
Agreement together with the Agreement Collateral Documents and shall be
substantially in the form of the Task Order template attached hereto as Master
Agreement Exhibit A (Task Order Template). It is intended that each Task Order
be consecutively numbered and attached to this Master Agreement; however,
failure to consecutively number and/or attach any Task Order to this Master
Agreement shall not affect the validity of any such Task Order.

          (uu) "Task Order Effective Date" shall mean, with respect to any Task
Order, the date identified as such in such Task Order.

          (vv) "Task Order Term" shall mean, with respect to any Task Order, the
period of time identified as such in such Task Order.

          (ww) "Task Order Year" shall mean, with respect to any Task Order, the
period of time identified as such in such Task Order.


                                        7

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (xx) "Third Party Intellectual Property Rights" shall mean the rights
in or to the Intellectual Property of any third party.

          (yy) "Third Party Services" shall mean those services that JPMC
contracts with a third party to perform, including any New Services.

          (zz) "Timetable" shall mean, for each Task Order, the performance
schedule or timetable for Deliverables set forth in such Task Order.

          (aaa) "UCITA" shall mean, collectively, and singularly: (i) any
version of the Uniform Computer Information Transactions Act and (ii) any
substantially similar law.

          (bbb) "Supplier Consents" shall mean, collectively, all consents,
licenses, permits, authorizations or approvals of Supplier necessary to: (i)
allow JPMC to use throughout an applicable Task Order Term any (A) Supplier
Tools, (B) Supplier Machines, (C) third party services retained by Supplier, or
any Subcontractor, in order to provide the Services and/or create the Work
Product and (D) third party Intellectual Property or software necessary to
provide the Services and/or create the Work Product (excluding any third party
Intellectual Property or software provided by JPMC to Supplier in connection
with the Services), (ii) assign to JPMC the Work Product as provided herein or
(iii) required by legislative enactments and regulations applicable to Supplier
that are legally required to be obtained in connection with the performance of
the Services and the creation of the Work Product.

          (ccc) "Supplier Machines" shall mean any and all machines, equipment,
and associated attachments, features, accessories, and peripheral devices leased
or owned by Supplier, or any Subcontractor, and used by Supplier, or any
Subcontractor which do not constitute Work Product.

          (ddd) "Supplier Personnel" shall mean, collectively, and singularly,
each employee or independent contractor of Supplier involved in the Services and
each employee or independent contractor of any Subcontractor involved in the
Services. The term Supplier Personnel shall not include Subcontractors.

          (eee) "Supplier Service Location" shall mean each location at which
Supplier provides any Services.

          (fff) "Supplier Software" shall mean any and all Supplier proprietary
computer programs and software, including all services, processes, data,
information and tables created by Supplier, and all improvements, updates,
fixes, releases and updates related thereto, and related documentation, owned,
acquired or developed by Supplier, or any Subcontractor, or provided to
Supplier, or any Subcontractor, by any third party other than JPMC, which do not
constitute Work Product. The term Supplier Software shall not include Supplier
Tools.

          (ggg) "Supplier Task Order Manager" shall mean the primary Supplier
representative appointed by Supplier under each applicable Task Order pursuant
to Section 5.2(f) (Key Personnel) hereof


                                        8

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (hhh) "Supplier Tools" shall mean, collectively, certain knowledge,
techniques, procedures, routines and methods used in the creation of software
and certain functionality thereof which have been developed by Supplier, or a
Subcontractor in its regular course of business and which does not constitute
Work Product. The term Supplier Tools shall not include Supplier Machines or
Supplier Software. Supplier Tools shall include any new or improved
methodologies or tools developed by Supplier during the Agreement Term that are
created by Supplier independently of and without reference to or use of any
Confidential Information of JPMC and by personnel in the research and
development unit of Supplier that is separate from the unit providing the
Services. Each Task Order shall set forth Supplier Tools used in connection with
the Services and Deliverables applicable to such Task Order. Supplier Tools are
deemed Supplier trade secrets for all purposes under this Agreement.

          (iii) "Work Product" shall mean all Deliverables, services, materials
or other work product created or developed under this Agreement by or for
Supplier or for which Supplier is otherwise responsible hereunder (tangible,
recorded or otherwise, and without regard to the form of recordation or state of
completion), including working papers, narrative descriptions, reports, data,
tapes, diskettes, software (source code and object code), surveys and findings,
specifications, plans, procedures, data, files, interfaces, databases (including
the design and elements thereof), documentation, manuals, training materials, or
other results of Supplier's performance of the Services and precursors such as
product and strategic concepts and proposals, and all items of similar
character, excluding any Supplier Tools. Work Product includes all patent,
copyright, trademark, trade secret, moral and other intellectual property rights
in and to any of the foregoing.

     1.2 REFERENCES. In this Agreement references to, and mentions of: (i) the
words "including" or "includes", and the phrase "e.g." shall all mean
"including, without limitation"; (ii) the words "in writing" shall mean writings
delivered electronically, including by email and (iii) the phrase "as part of
the Services" shall mean that the services described are included as a part of
the Services for the Fees specified and no additional charge shall be payable by
JPMC in connection therewith; however, any failure to include a specific
reference to, or mention of the phrase "as part of the Services" in connection
with any services shall not imply or be construed to mean that the services
described are not included as a part of the Services for the Fees specified or
that an additional charge may be payable by JPMC in connection therewith.

     1.3 HEADINGS. The article and section headings of this Agreement are for
reference and convenience only and shall not be considered in the interpretation
of this Agreement.

     1.4 ADDITIONAL DEFINITIONS. In addition, the following terms have the
meaning set forth in the section of this Agreement indicated below:

<TABLE>
<S>                                  <C>
Divestment Date                      Section 2.1(b)
Divestment Unit                      Section 2.1(b)
Benefit                              Section 2.1(b)
Change Order Response                Section 2.6(a)
Professional                         Section 4.1(a)
</TABLE>


                                        9

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

<TABLE>
<S>                                  <C>
Account Manager                      Section 5.1(b)
Engagement Manager                   Section 5.1(b)
Key Personnel                        Section 5.2(a)
JPMC Requirements                    Section 5.5
Acceptance Testing                   Section 7.1(g)
Acceptance Criteria                  Section 7.1(g)
Testing Period                       Section 7.1(g)
Cure Period                          Section 7.1(g)
Initial Period                       Section 8.1
LOB                                  Section 8.2
Transmitting Party                   Section 11.1(a)
Receiving Party                      Section 11.1(a)
Privacy Laws                         Section 11.4(e)
Directive                            Section 11.4(e)
Data                                 Section 11.4(e)
EMU                                  Section 12.1(s)
Additional EMU Currencies            Section 12.1(s)
Indemnified Party                    Section 13.3(a)
Indemnifying Party                   Section 13.3(a)
Renewal Agreement Term               Section 16.1
Initial Agreement Term               Section 16.1
Agreement Term                       Section 16.1
Contingency Location                 Section 18.10(a)
CFR                                  Section 19.6
Transfer Provisions                  Section 19.22
Transferred Employee Section 19.22
</TABLE>

2. SERVICES.

     2.1 SCOPE OF THE SERVICES GENERALLY.

          (a) Commencing on the Agreement Effective Date and continuing
throughout the Agreement Term, JPMC shall from time to time request Supplier to
perform Services. If JPMC does so request, Supplier and JPMC shall work to
complete and execute a Task Order that describes the Services to be performed
(including any Service Levels and any Deliverables, Specifications or other Work
Product) each of which shall be deemed to incorporate by reference the terms and
conditions of this Master Agreement and the Agreement Collateral Documents and
shall constitute a separate and binding contract between JPMC and Supplier.
Services to be provided to, and Work Product to be created for, JPMC by Supplier
shall be governed by the terms set forth herein and such additional terms as are
contained in any Task Order.

          (b) A "Divestment Unit" shall mean any Affiliate of JPMC or any
business, division, department or group of assets of JPMC or any JPMC Affiliate
which: (i) was, immediately prior to a particular date ("Divestment Date"),
properly entitled to request that Supplier provide Services to such Person or
unit under this Agreement or to otherwise gain some


                                       10

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

benefit from this Agreement ("Benefit"), (ii) would not, on or after the
Divestment Date, be entitled (other than by virtue of this provision) to request
that Supplier provide Services to such Person or unit or gain that Benefit and
(iii) as of the Divestment Date, is either acquired by a legal entity or, in the
case of any business, division, department or group of assets, is constituted as
a separate legal entity, or, in the case of an Affiliate of JPMC, ceases to be
an Affiliate as defined in this Agreement for any other reason. If any of the
events specified in Subsection 2.1(b)(iii) above occurs, the rights and benefits
hereunder shall be extended to the affected Divestment Unit, without payment of
any transfer or other fee, to enable that Divestment Unit to continue to benefit
from this Agreement or to gain the Benefit for a transition period not to exceed
twelve (12) months from the Divestment Date. The parties understand and agree
that the purpose of such extension is to permit the Divestment Unit to request
Services, to continue to receive Services or to otherwise gain the Benefit on a
temporary basis during the transition to alternative development and maintenance
providers.

     2.2 PERFORMANCE OF SERVICES. For each Task Order, Supplier shall provide to
JPMC the Services and create and deliver other Work Product pursuant to the
Deliverables Timetable (if any) and in accordance with the Service Levels and
Specifications (if any) set forth in such Task Order. Supplier understands that
prompt performance by Supplier of all Services and prompt delivery of all Work
Product is required by JPMC in order to enable JPMC to meet its schedules and
commitments, and that Supplier shall use its best commercial efforts to adhere
to the work and staffing schedules and Timetable (if any) agreed to by the
Parties for the Services to be provided and Work Product to be delivered by
Supplier. Notwithstanding the foregoing, in the event of a delay by JPMC in
providing materials, information, equipment, access to facilities and/or
completing tasks, all as required pursuant to this Agreement (including any Task
Order), then the Timetable shall be adjusted in an amount equal to the delay
caused by JPMC; provided, however, that to the extent that such delay is a
material delay then any such adjustment shall be subject to the change order
procedure described in Section 2.6 (Change Orders).

     2.3 INCREASES AND DECREASES IN SERVICES. Subject to Section 2.6 below
(Change Orders), Supplier shall increase or decrease the amount or volume of the
Services from time to time pursuant to JPMC's request, including in the event of
an acquisition, divestiture or other corporate transaction affecting JPMC's
demand for the Services. Supplier shall use commercially reasonable efforts to
efficiently minimize related charges to JPMC.

     2.4 APPLICABLE LAWS; COUNTRY-SPECIFIC LEGAL AND REGULATORY REQUIREMENTS.

          (a) As a part of the Services, Supplier shall comply with all
Applicable Laws that relate to the provision of the Services by Supplier and the
creation of the Work Product, to the extent compliance directly relates to
Supplier's designated responsibilities under each Task Order. Supplier shall
notify JPMC of any changes in Applicable Laws of which it has knowledge. If a
charge of non-compliance with any Applicable Law occurs (with regard to either
Supplier or any Subcontractor), then Supplier shall promptly notify JPMC of such
charge in writing. Supplier shall be responsible for any fines and penalties
arising from any noncompliance with the Applicable Laws by Supplier, or any
Subcontractor, to the extent compliance directly relates to Supplier's
designated responsibilities, and/or, to the extent JPMC's


                                       11

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

regulatory and banking policies have been provided to Supplier in writing (such
compliance to be subject to the change control procedures set forth in Section
2.6 (Change Orders)), from Supplier's and any Subcontractor's noncompliance with
such policies, which responsibility shall survive the expiration or earlier
termination of this Agreement. JPMC shall be responsible for any fines and
penalties, or those portions of any fines and penalties, arising directly and
proximately from JPMC's failure to comply substantially with Applicable Laws or
JPMC's regulatory and banking policies. Supplier shall use commercially
reasonable efforts to perform the Services regardless of changes in Applicable
Laws. If such changes prevent Supplier from performing its obligations under
this Agreement, Supplier shall develop and, upon JPMC's prior written approval,
implement a suitable workaround, at Supplier's expense, until such time as
Supplier can perform its obligations under this Agreement without such
workaround.

          (b) Supplier recognizes that in certain countries or jurisdictions:
(i) regulatory or governmental entities may request additional contractual
provisions with Supplier to those in the Agreement in order to enable Supplier
to perform the Services or to enable JPMC (or a JPMC Affiliate) to provide
Supplier with access to Personal Information or Confidential Information in
accordance with common law duties, regulatory or statutory requirements in the
relevant jurisdiction (including under the data protection or privacy laws) or
(ii) JPMC may determine, on the basis of legal advice from counsel in the
relevant jurisdiction, that certain additional contractual provisions with
Supplier to those in the Agreement are necessary in order to ensure or enable
compliance with common law duties, regulatory, statutory or pre-existing
contractual requirements in the relevant jurisdiction or as contemplated under
the Agreement. Upon JPMC's written request, Supplier agrees to include such
provisions in Master Agreement Exhibit H European Union Privacy Addendum) of the
Agreement (and vary the Agreement accordingly), or in a separate agreement
between JPMC and Supplier; provided, however, that to the extent such provisions
require a change in the Services, the change order procedures set forth in
Section 2.6 (Change Orders) below shall apply to such change in the Services.

     2.5 THIRD PARTY SERVICES. JPMC shall have the right to contract for Third
Party Services, and in such event, Supplier shall cooperate with JPMC, and any
such third party, to the extent reasonably required by JPMC, including
providing: (a) in writing, to the extent available, applicable requirements,
standards and policies for the Third Party Services; (b) assistance and support
services to such third party at reasonable prices and (c) access to the
Services, Subcontractors, Supplier Tools, Supplier Software, Supplier Machines,
Supplier Personnel, and Supplier Service Locations to the extent that such
access is required for the Third Party Services. Notwithstanding the foregoing,
Supplier shall not be required to provide access to Supplier Tools, Supplier
Software and/or Supplier Machines to any direct competitor of Supplier.

     2.6 CHANGE ORDERS.

          (a) During a Task Order Term, JPMC may propose New Services or changes
to such Task Order by delivering a written notice to Supplier describing: (i)
the New Services (including the Work Product to be developed and delivered in
connection therewith, if any) or changes, (ii) a Timetable for performance, if
appropriate and (iii) establishing a reasonable period of time for Supplier to
respond. Supplier shall respond to such proposal within such


                                       12

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

period of time by preparing, at Supplier's expense, and delivering to JPMC a
written document ("Change Order Response"), indicating: (A) the effect of the
proposal, if any, on (1) the amounts payable by JPMC under the applicable Task
Order and (2) Supplier's performance of its obligations thereunder, (B) the
anticipated time required for implementation of such New Services or changes
and/or delivery of the Work Product, (C) the New Services or changes that
Supplier anticipates performing, (D) Supplier Tools, Supplier Software and
Supplier Machines to be provided by Supplier, (E) Supplier Personnel and
Subcontractors that will be necessary, (F) if appropriate, acceptance test
criteria and procedures therefor, (G) any new Service Levels and/or necessary
modifications to any existing Service Levels and (H) any other information
requested in the proposal or reasonably necessary for JPMC to make an informed
decision regarding the New Services or changes to the Services.

          (b) Supplier shall not begin performing any New Service or changes
until each Party has authorized them in writing through an amendment to the
applicable Task Order. Notwithstanding any other provision of this Agreement,
Supplier acknowledges that Supplier is expected to accomplish normal and routine
tasks associated with its obligations hereunder and no additional chargeable
resources will be approved by JPMC therefor, including charges resulting from
changes in Applicable Laws. For clarity, a normal and routine task shall mean a
task that can be accomplished with forty (40) or fewer Professional Days (as
defined in Master Agreement Exhibit B hereto (Professional Unit). Each Change
Order Response must be expressly accepted by JPMC in writing prior to additional
Fees being incurred. If Supplier fails to deliver a Change Order Response within
the time period allotted in such notice, then such failure will be deemed a
rejection by Supplier to provide such New Services or changes with no affect on
or change to the Fees, performance time or required resources specified in the
applicable Task Order.

3. SERVICE LEVELS.

     3.1 SERVICE LEVELS. Throughout an applicable Task Order Term, Supplier
shall provide the Services and develop the Work Product covered by the
applicable Task Order: (a) in a professional and workmanlike manner, (b) with
reasonable care and skill, (c) with customer and technical support in accordance
with the standards set forth in such Task Order, (d) in accordance with the
Specifications and Deliverables Timetable (if any) set forth in such Task Order
and (e) at the Service Levels set forth in such Task Order. Supplier shall also
maintain the Service Levels during the implementation process and any End of
Term Assistance Period pursuant to an applicable Task Order.

     3.2 ADJUSTMENT OF SERVICE LEVELS. Both JPMC and Supplier may, at any time
upon notice to the other, initiate negotiations to review and, upon written
agreement by Supplier Task Order Manager and JPMC's designated representative,
amend any Service Level which either Party, in good faith, believes is
inappropriate at the time.

     3.3 ROOT-CAUSE ANALYSIS. Without limiting JPMC's rights and remedies
hereunder, at law and in equity, within three (3) days (or other term set forth
in a Task Order) of receipt of a notice from JPMC with respect to any failure by
Supplier, or any Subcontractor, to provide the Services at the appropriate
Service Levels, Supplier shall, as part of the Services, perform a root-


                                       13

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

cause analysis to identify the cause of such failure, provide JPMC with a report
detailing the cause of, and a procedure for correcting, such failure. As soon as
possible thereafter, Supplier shall correct such failure and provide assurances
satisfactory to JPMC that such failure will not recur after the procedure has
been completed; provided, however, that such correction and assurances shall not
be required to the extent that the cause of such failure is determined to be
from causes outside of the scope of Services. If applicable, Supplier shall
cause the applicable Subcontractor to perform the root cause analysis and
related corrective activities described in this Section 3.3 (Root-Cause
Analysis).

     3.4 MEASUREMENT AND MONITORING. As part of the Services, Supplier shall
implement (or cause the applicable Subcontractor to implement) the necessary
measurement and monitoring tools and procedures required to measure and report
Supplier's, or any Subcontractor's, performance of the Services against the
applicable Service Levels. Such measurement and monitoring shall permit
reporting at a level of detail sufficient to verify compliance with the Service
Levels, and shall be subject to audit by JPMC. Supplier shall provide JPMC with
information and access to such tools and procedures upon request, for purposes
of verification. All such tools, procedures, and audit results shall be held as
Supplier Confidential Information. Notwithstanding the foregoing or anything in
this Agreement to the contrary including Section 11.1(c) (General
Confidentiality Obligations), JPMC shall be permitted to disclose such audit
results to its regulators, its directors, officers, agents, subcontractors and
employees and its Affiliates' and its directors, officers, agents,
subcontractors and employees for any business purpose of JPMC and without
complying with any restrictions set forth in such Section 11.1(c) (General
Confidentiality Obligations) (e.g., written confidentiality agreements with
non-employees, etc.). Furthermore, notwithstanding the foregoing or anything in
this Agreement including Section 11.1(f) (General Confidentiality Obligations),
JPMC shall have not have any obligation to return or destroy any of such tools,
procedures, and audit results upon Suppliers' request or termination of this
Master Agreement or any applicable Task Order.

     3.5 CONTINUOUS IMPROVEMENT. As part of the Services with respect to an
applicable Task Order, Supplier shall use, and shall cause its Subcontractors to
use, commercially reasonable efforts to identify ways to improve the Service
Levels, including applying proven techniques and tools from other installations
within its and their operations that would benefit JPMC, either operationally or
financially. Supplier will apprise JPMC of Supplier's technology planning
activities as they relate to the Services with respect to an applicable Task
Order on at least a quarterly basis. Supplier will consult with JPMC on mutually
beneficial technology developments, and will use reasonable efforts to include
input from JPMC in improvements to be made.

     3.6 SUPPLIER SERVICE LOCATIONS. The Services contemplated by a Task Order,
shall be provided from Supplier Service Locations expressly set forth in such
Task Order. The Services may be provided from any other Supplier Service
Location pre-approved by JPMC in writing, provided that JPMC shall have approved
in writing the security procedures at such new Supplier Service Location. JPMC
shall be reimbursed by Supplier for any incremental expense incurred by JPMC as
a result of a relocation to a new Supplier Service Location. Each Supplier


                                       14

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Service Location shall comply with the safety and security procedures and
standards and other requirements set forth in Article 18 (Security; Information
Technology Control Policies).

4. COVENANTS AND OBLIGATIONS OF THE PARTIES.

     4.1 COVENANTS AND OBLIGATIONS OF SUPPLIER.

          (a) U.S. Presence. During the Agreement Term, Supplier shall at all
times: (i) employ a minimum of [***********] project managers or leaders and/or
developers (e.g., an individual who has the capability to code, test, produce
technical deliverables, and manage deliverables, etc.) (each, a "Professional")
and (ii) maintain a development facility located within the United States with
the capacity for a minimum of [**********] Professionals.

          (b) Financial Reports. During the Term and subject to relevant
securities laws, Supplier shall deliver to JPMC no later than: (i) ninety (90)
days after the end of each fiscal year, true and complete copies of the audited
balance sheet and related audited statements of income, shareholders' equity and
cash flow for the fiscal year then ended, together with the notes, if any,
relating thereto and (ii) forty-five (45) days after the end of each quarter in
Supplier's fiscal year, true and complete copies of Supplier's unaudited
quarterly financial statements for the quarter then ended. Each of the foregoing
financial statements (including in all cases the notes thereto, if any) shall be
accurate and complete in all material respects, be consistent with the books and
records of Supplier and shall be prepared in accordance with GAAP.

          (c) On-Site Support. Supplier shall provide on-site support as
required and set forth on a Task Order which shall include the services of an
Account Manager as set forth in Section 5.1(b) (Project Team).

          (d) Connectivity. At no charge to JPMC, Supplier shall establish and
maintain connectivity from the Supplier Service Locations to the firewall
interface with JPMC, all as required by JPMC in order for Supplier to provide
the Services with sufficient bandwith and reliability to meet the Service Levels
and security standards set forth in this Master Agreement and any applicable
Task Order.

          (e) Replication of Operating Environment Training of JPMC Personnel.
If required by any applicable Task Order, Supplier shall replicate JPMC's
development, testing, and Operating Environment at the Supplier Service
Location. Supplier shall deliver the Deliverables in accordance with the
Timetable and the Deliverables and other Work Product shall function in the JPMC
Operating Environment in accordance with the all Specifications, all as set
forth on the applicable Task Order. As a part of the Services, for each Task
Order Supplier shall train personnel designated by JPMC in the use of the Work
Product. The training shall be at such locations and at such times as set forth
in the applicable Task Order.

     4.2 COVENANTS AND OBLIGATIONS OF JPMC.


                                       15

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (a) JPMC shall provide appropriate facilities and infrastructure
required for Supplier Personnel to perform agreed upon activities at JPMC
Locations.

          (b) JPMC shall assist Supplier in executing the knowledge acquisition
and implementation plans agreed to between the parties and attached to a Task
Order.

          (c) JPMC shall ensure that all its personnel who may be necessary or
appropriate for the successful implementation of the Services will, on
reasonable notice and to the extent set forth in the applicable Task Order, be
available to assist Supplier's personnel, attend meetings, and perform such
other activities or tasks as required pursuant to any applicable Task Order.

5. PROJECT TEAM.

     5.1 SUPPLIER PERSONNEL.

          (a) Supplier shall appoint sufficient Supplier Personnel for each Task
Order who are: (i) of suitable experience, training and skills to provide the
Services and deliver to Work Product pursuant to such Task Order, including
properly trained personnel fluent in the English language and able to handle
telephone inquiries and questions, technical, implementation and program
management support to establish and maintain all Services, (ii) adequately
experienced and trained by Supplier, before such Supplier Personnel are assigned
to perform the Services pursuant to such Task Order and (iii) authorized to work
in the United States for the performance of any Services in the United States
including Blanket L-1 approvals and H-1B visas for each of such Supplier
Personnel. Supplier acknowledges and agrees that during the Agreement Term it
shall retain Supplier Personnel with experience providing the Services and with
knowledge of the technologies and computer programs in connection therewith.

          (b) In addition to Supplier Personnel assigned to a particular Task
Order, as a part of the Services and at no additional expense to JPMC, Supplier
shall provide: (i) an on-site account manager ("Account Manager") who shall be a
senior level executive and shall be responsible for managing the day to day
relationship between the Parties and (ii) an engagement manager ("Engagement
Manager") who shall be a senior level executive and shall be responsible for
managing the overall relationship between the Parties. This Account Manager
shall have the necessary skills to provide on-site consultation and training for
the technology support team as needed.

          (c) Without limiting Supplier's obligations herein, upon request by
JPMC, Supplier shall provide JPMC, with respect to an applicable Task Order,
with: (i) a list of all Supplier Personnel, if any, dedicated full-time to
providing the Services and who need access to the JPMC Operating Environment or
technical systems and (ii) a contact list of support, technical, and program
management representatives that may be contacted by JPMC.

          (d) If JPMC reasonably determines that the turnover rate for Supplier
Personnel performing Services pursuant to a Task Order is excessive and so
notifies Supplier,


                                       16

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

then Supplier shall provide data concerning its turnover rate at the next
meeting referred to in Section 6.1 (Periodic Meetings) and shall discuss the
reasons for the turnover rate at such meeting. All information, data, materials,
and reports created or produced by Supplier in connection with this Subsection
5.1(d) (Supplier Personnel) shall be deemed Supplier's Confidential Information.
Notwithstanding the foregoing or anything in this Agreement to the contrary
including Section 11.1(c) (General Confidentiality Obligations), JPMC shall be
permitted to disclose such audit results to its regulators, its directors,
officers, agents, subcontractors and employees and its Affiliates' and its
directors, officers, agents, subcontractors and employees for any business
purpose of JPMC and without complying with any restrictions set forth in such
Section 11.1(c) (General Confidentiality Obligations) (e.g., written
confidentiality agreements with non-employees, etc.). Furthermore,
notwithstanding the foregoing or anything in this Agreement including Section
11.1(f) (General Confidentiality Obligations), JPMC shall not have any
obligation to return or destroy any of such information, data, materials, and
reports upon Suppliers' request or termination of this Master Agreement or any
applicable Task Order. In any event, notwithstanding transfer or turnover of
Supplier Personnel, Supplier remains obligated to perform the Services without
degradation and in accordance with this Agreement.

     5.2 KEY PERSONNEL.

          (a) JPMC may designate certain Supplier Personnel as key personnel for
a particular Task Order ("Key Personnel") which, in any event, shall include
Supplier Task Order Manager, the Account Manager and the Engagement Manager. All
Key Personnel shall have sufficient knowledge and authority within Supplier's
organization to assure that Supplier will be responsive to JPMC's reasonable
requests. The names and qualifications of each of the Key Personnel for an
applicable Task Order shall be set forth in such Task Order.

          (b) Supplier shall not reassign or replace, or permit the reassignment
or replacement of, any Key Personnel unless: (i) Supplier has received the prior
written consent of JPMC for such reassignment or replacement or (ii) the member
of the Key Personnel ceases performance of the Services due to (A) voluntary
resignation from employment with Supplier, or any Subcontractor, as the case may
be, (B) dismissal from employment with Supplier, or any Subcontractor, as the
case may be, for misconduct (e.g., fraud, drug abuse, theft), (C) removal of
such Key Personnel member following a material failure to perform obligations
pursuant to this Agreement or (D) death or disability of such Key Personnel
member or exercise of statutory leave. In the event of any voluntary resignation
of any Key Personnel from employment with Supplier, Supplier shall use its best
commercial efforts to retain such employee.

          (c) Before assigning an individual to a Key Personnel position,
whether as an initial assignment or as a replacement, Supplier shall provide
JPMC with any information regarding the individual (including a resume) that may
be reasonably requested by JPMC. Supplier shall only assign to a Key Personnel
position an individual who is pre-approved by JPMC in writing.


                                       17

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (d) Supplier shall not assign any Key Personnel to provide services
which are substantially similar to the Services provided under an applicable
Task Order for any business or organization that competes with JPMC, without
JPMC's prior written consent for a period of twelve (12) months after such Key
Personnel ceased to provide Services for JPMC.

          (e) Each Supplier Task Order Manager shall: (i) have overall
responsibility for managing and coordinating the performance of Supplier's
obligations under the applicable Task Order and (ii) be authorized to act for,
and on behalf of, Supplier with respect to all matters relating to such Task
Order. Supplier's appointment of any Supplier Task Order Manager shall be
subject to JPMC's prior written consent. Each Supplier Task Order Manager shall
be deemed a Key Personnel for all purposes of this Agreement.

          (f) If JPMC decides, in its sole discretion, that any Key Personnel
member should not continue in that position, then JPMC may request removal of
that individual by giving Supplier notice of the request and the reasons
therefor. Supplier shall promptly replace that individual pursuant to Section
5.2(b) (Key Personnel) and Section 5.2(c) (Key Personnel) above. If Supplier is
unable to replace either the Key Personnel with an individual reasonably
satisfactory to JPMC, JPMC shall have the right to terminate this Master
Agreement (with respect to any Account Manager and/or Engagement Manager) and
any Task Order (with respect to any Task Order Manager) for cause pursuant to
Section 16.3 (Termination for Cause).

          (g) For purposes of this Section 5.2(g) (Key Personnel), the term
"Employee" shall mean an employee of either Supplier or JPMC or their respective
Affiliates with whom the other may come into contact as a result of the
relationship created by this Agreement, including, computer programmers,
analysts and persons with a technical data processing background. Except with
prior written consent of the other Party, no Employee of either JPMC nor
Supplier shall hire or attempt to hire or attempt to hire any Employee of the
other Party during the applicable Task Order Term during which the Employee of
Supplier performed Services and the Employee of JPMC was associated and for one
year after the expiration or termination of such Task Order Term.
Notwithstanding the foregoing the provisions of this Section 5.2(g) (Key
Personnel) shall not apply to Employees who respond to job placement ads, job
fair applications or through third party recruiters.

     5.3 SUBCONTRACTORS.

          (a) Supplier shall not use any Subcontractor without JPMC's prior
written consent thereto to be granted in its sole and absolute discretion.
Supplier agrees and acknowledges that such consent in each instance is
conditioned upon the proposed Subcontractor's execution of an agreement, in a
form acceptable to JPMC, and upon Supplier's (or Subcontractor's) complete and
timely compliance with the terms and conditions of such an agreement. JPMC shall
have the right to revoke such approval upon thirty (30) days' notice to Supplier
if the Subcontractor's performance is deficient in any material respect;
provided, however, that if the deficiency is remedied to the reasonable
satisfaction of JPMC on a timely basis, such approval shall not be revoked.


                                       18

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (b) The use of any Subcontractor shall not release Supplier from its
obligations hereunder, including compliance with the terms of this Agreement,
and Supplier shall remain responsible for obligations performed by
Subcontractors to the same extent as if such obligations were performed by
Supplier. Supplier shall be solely responsible for all payments to
Subcontractors.

          (c) At JPMC's request, Supplier shall forward to JPMC a copy of the
relevant terms of the subcontract (such terms to include the confidentiality and
work-for-hire provisions) that will exist between Supplier and any
Subcontractor. Supplier shall cause any Subcontractor to comply fully with each
of the terms and conditions of this Agreement applicable to such Subcontractor's
provision of Services (including any documents referenced herein). At a minimum,
Supplier shall include the following provisions in each subcontract between
Supplier and any Subcontractor:

               (i) the right of Supplier to terminate such subcontract upon
     JPMC's request: (A) if there was a material misrepresentation concerning
     such Subcontractor at the time approval was given and the Subcontractor's
     performance is deficient in any material respect; provided, however, that
     JPMC shall not exercise this right unless it has given Supplier notice of
     its intention to do so and the performance deficiency has not been
     corrected within ten (10) days after the date of such notice or (B) where
     JPMC has good faith doubts concerning such Subcontractor's ability to
     render future performance because of changes in ownership, management,
     staffing, or financial condition;

               (ii) a provision requiring the Subcontractor to protect JPMC's
     Confidential Information in a manner substantially equivalent to that
     required of Supplier in Article 11 (Confidentiality; Compliance with
     Privacy Policies) hereof;

               (iii) a provision in which Supplier agrees and acknowledges that
     JPMC shall not have any obligation to any Subcontractor, including
     disclosure of any JPMC Confidential Information, until such Subcontractor
     has executed a subcontract in a form acceptable to JPMC; and

               (iv) an assignment to JPMC of all rights in and to all Work
     Product in accordance with Section 7.1 (Work Product) hereof

     5.4 ACCESS TO SUPPLIER PERSONNEL AND RESOURCES. As part of the Services,
Supplier shall provide to JPMC, upon JPMC's request, equal access to specialized
technical expertise and resources consistent with Supplier's other commercial
customers receiving a substantially similar type and volume of services.

     5.5 COMPLIANCE WITH JPMC REQUIREMENTS. Supplier acknowledges that JPMC, as
a participant in a highly regulated industry, has certain additional
requirements and that such requirements may apply to Supplier's Personnel ("JPMC
Requirements"). The JPMC Requirements may be amended from time to time by JPMC
and JPMC shall give Supplier notice of any such amendments.


                                       19

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (a) Supplier agrees to comply with all then existing JPMC Requirements
concerning any of Supplier's Personnel (where permitted by applicable laws and
regulations). Any of Supplier's Personnel who do not successfully meet or comply
with any of the then current JPMC Requirements shall not be assigned, or if
applicable, shall not continue in an assignment, to perform Services; however,
such failure to meet or comply with any of the JPMC Requirements shall not
affect such individual's eligibility for employment with Supplier.

          (b) The JPMC Requirements currently mandate, and Supplier represents
and warrants that, each member of Supplier's Personnel who is placed in any
assignment will:

               (i) on or before the first day of the assignment (or if more than
     six (6) months have elapsed since completion of a prior assignment, on or
     before the first day of the next assignment):

                    (A) accurately complete, sign and submit to Supplier a
          PreJPMC Assignment Statement (a current copy of which is attached
          hereto as Exhibit C (PreJPMC Assignment Statement));

                    (B) sign and submit to Supplier, JPMC's then standard form
          of Confidentiality and Non-Disclosure Agreement (a current copy of
          which is attached hereto as Exhibit D (Confidentiality and
          Non-Disclosure Agreement));

                    (C) submit to fingerprinting in accordance with the then
          Statement of JPMC Domestic Fingerprinting Policy for Contingent Worker
          Providers/Servicing Agencies as it applies to Supplier and Supplier's
          Personnel (a current copy of which is attached hereto as Exhibit E
          (Statement of JPMC Domestic Fingerprinting Policy for Contingent
          Worker Providers/Servicing Agencies)); and

                    (D) submit to drug testing, in accordance with the then
          Statement of JPMC Domestic Drug Testing Policy for Contingent Worker
          Providers/Servicing Agencies as it applies to Supplier and Supplier's
          Personnel (a current copy of which is attached hereto as Exhibit F
          (Statement of JPMC Domestic Drug Testing Policy for Contingent Worker
          Providers/Servicing Agencies)).

               (ii) promptly submit to a background check upon JPMC's request.

          (c) The JPMC Requirements currently mandate and Supplier represents
and warrants that: (i) Supplier shall retain original signed copies of each
document referenced in Subsections 5.5(b)(i)(A) and (b)(i)(B) above with respect
to each member of Supplier's Personnel, and (ii) upon JPMC's request, Supplier
shall promptly produce and deliver to JPMC original signed copies of each
document referenced in Subsections 5.5(b)(i)(A) and (b)(i)(B) above with respect
to each member of Supplier's Personnel for whom JPMC requests such documents.


                                       20
<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

6.   MANAGEMENT AND CONTROL; REPORTING.

     6.1 PERIODIC MEETINGS. At JPMC's request, or at such times as are set forth
in the applicable Task Order, JPMC's designated representative and Supplier Task
Order Manager shall meet, at mutually agreed upon locations and times, to
discuss and evaluate the Services including: (a) activities and objectives under
this Agreement or any applicable Task Order and Service Levels, (b) operation
procedures or other aspects of this Agreement, including customer service,
pricing, market conditions (including opportunities to achieve cost reduction),
budgets and long range goals, (c) recommend and discuss Application Enhancements
and discuss long-term strategic planning including development work and new
releases, (d) any other issues that impact either Party, the Services, or the
Work Product or (e) other issues deemed appropriate by the Parties. Each Party
shall be responsible for its own expenses relating to such meetings.

     6.2 PROCEDURES MANUAL. If requested by JPMC, JPMC and Supplier will jointly
develop a Procedures Manual for each Task Order. Supplier agrees to comply with
each Procedures Manual. Supplier agrees and acknowledges that any Procedures
Manual may be modified or amended, from time to time, in writing, by JPMC, or by
Supplier with JPMC's prior written consent; provided, however, that any material
changes shall be subject to the change control procedures set forth in Section
2.6 (Change Orders).

     6.3 REPORTS. Throughout each Task Order Term, and as part of the Services,
Supplier shall maintain and provide to JPMC, as provided by such Task Order: (a)
all Reports in content and format specified by such Task Order or otherwise in
writing by JPMC, in both hardcopy and in an electronic form and (b) such
documentation and information as may be requested by JPMC from time to time in
order to verify the accuracy of the Reports. At JPMC's request, Supplier shall
promptly correct any material errors or inaccuracies in the Reports. All Reports
shall be provided in English. All reports created or produced by Supplier in
connection with this Section 6.3 (Reports) shall be deemed Supplier's
Confidential Information. Notwithstanding the foregoing or anything in this
Agreement to the contrary including Section 11.1(c) (General Confidentiality
Obligations), JPMC shall be permitted to disclose such audit results to its
regulators, its directors, officers, agents, subcontractors and employees and
its Affiliates' and its directors, officers, agents, subcontractors and
employees for any business purpose of JPMC and without complying with any
restrictions set forth in such Section 11.1(c) (General Confidentiality
Obligations) (e.g., written confidentiality agreements with non-employees,
etc.). Furthermore, notwithstanding the foregoing or anything in this Agreement
including Section 11.1(f) (General Confidentiality Obligations), JPMC shall not
have any obligation to return or destroy any of such reports upon Suppliers'
request or termination of this Master Agreement or any applicable Task Order.

7.   INTELLECTUAL PROPERTY RIGHTS; WORK PRODUCT; ACCEPTANCE PROCEDURES.

     7.1  WORK PRODUCT.

          (a) All Deliverables and other materials created or delivered under
any Task Order (excluding Supplier Tools and Supplier Software) shall be deemed
Work Product unless


                                       21

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

such materials are explicitly deemed not to be Work Product on such Task Order.
Work Product shall be deemed a "work made for hire" and thus, JPMC shall have
all right, title and interest in and to the Work Product, and all copies
thereof. To the extent any of the Work Product is not deemed a "work made for
hire" by operation of law, Supplier hereby irrevocably assigns, transfers and
conveys, and shall cause the Subcontractors to assign, transfer and convey, to
JPMC, with full title guarantee, and without further consideration, all of
Supplier's right, title and interest in and to such Work Product, including all
rights of patent, copyright, trade secret or other proprietary rights (in any
jurisdiction) in such materials. To the extent that any claim is made concerning
the existence of moral rights in regard to the Work Product, Supplier agrees to
waive, and assign over to JPMC, all such right, title and interest to the
fullest extent permissible by law. Supplier acknowledges that JPMC, and its
assigns (if any), shall have the right to obtain and hold in their own name any
Intellectual Property rights in and to the Work Product. Supplier agrees to
execute any documents and take any other actions as may be necessary, or as JPMC
may request, to perfect JPMC's ownership of any such Work Product. Supplier
represents that it does not have any commitments to others under which Supplier
is obligated to make any transfer or assignment of any portion of the Work
Product in conflict with Supplier's obligations to JPMC pursuant to this
Agreement.

          (b) JPMC's ownership rights in and to the Work Product shall include
the copyrights in and to any and all works of authorship constituting the Work
Product, in any medium now existing or which shall be invented in the future.

          (c) Supplier shall promptly report in writing each Disclosed Subject
to JPMC, and specifically point out the features or concepts that Supplier
believes to be new or different.

          (d) Supplier shall obtain a written agreement from each Subcontractor
and Supplier Personnel, prior to the commencement of such Subcontractor's and
Supplier Personnel's performance, as shall be necessary to ensure that JPMC will
have the exclusive vested and indefeasible ownership rights provided for in this
Section 7.1 (Work Product). JPMC shall have the right to obtain and to hold in
its own name, all patents, copyrights, trademark registrations, or such other
protection as may be appropriate to the subject matter, and any extensions and
renewals thereof. Supplier agrees to provide to JPMC, and to cause all
Subcontractors and Supplier Personnel, at JPMC expense, to provide to JPMC, and
any persons designated by JPMC, (i) any and all duly executed and acknowledged
instruments of assignment, affidavits and other documents, and (ii) all lawful
assistance reasonably required (including the giving of live testimony at JPMC's
expense for reimbursement of reasonable travel and other expenses), in order to
perfect, defend and enforce the rights of JPMC that are defined in this Section
7.1 (Work Product).

          (e) Unless otherwise set forth in a Task Order, any computer software
Work Product deliverable by Supplier hereunder shall be accompanied by copies of
applicable commented source code and Documentation to enable JPMC personnel,
should it become necessary, to operate and replicate all applicable executables
and data files, using only such materials together with commercially available
off-the-shelf tools and components.


                                       22

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (f) Notwithstanding anything set forth on any applicable Task Order,
Supplier shall deliver to JPMC on a weekly basis all Work Product (including
source code and Documentation, if applicable) developed during such week under
all then current Task Orders.

          (g) All Work Product and Services shall be subject to acceptance
testing ("Acceptance Testing") by JPMC to determine whether the Work Product and
Services delivered contain the functionality of, and perform in conformance
with, all Specifications and other objective requirements as may be described in
an applicable Task Order (collectively, "Acceptance Criteria"). Acceptance
Testing shall run for a period determined by JPMC of not more than ninety (90)
days after delivery of the Work Product and/or Services, as the case may be
("Testing Period"). A Testing Period shall exist for any Deliverable milestones
specified in the Timetable.

               (i) During the Testing Period, JPMC shall notify Supplier of
     either its acceptance or rejection of the Work Product and/or Services, as
     the case may be. Upon receipt of a notice of rejection, Supplier shall,
     within ten (10) business days of receipt of JPMC's notification ("Cure
     Period"), correct the Deliverable to meet the Acceptance Criteria, with
     respect to Work Product and submit a corrected version of the Deliverable.
     Notwithstanding the foregoing, the Cure Period may be extended if Supplier
     requests an extension and such extension is consented to by JPMC, such
     consent not to be unreasonably delayed or withheld, (it being acknowledged
     and agreed that what is reasonable shall be determined by JPMC in its
     discretion).

               (ii) JPMC will have an additional period of time equal to the
     initial Testing Period to re-perform Acceptance Testing.

               (iii) If JPMC determines that the defects have not been corrected
     so that the Work Product and Services meet the Acceptance Criteria, JPMC
     may, at its option, do one of the following by notifying Supplier: (A)
     extend the Cure Period to correct the defects and re-perform Acceptance
     Testing in accordance with the procedure set forth above; (B) accept the
     Work Product and/or Services, as the case may be, and negotiate for lesser
     performance or (C) terminate the applicable Task Order. With regard to
     fixed bid projects, if JPMC elects to terminate the applicable Task Order
     as aforesaid,
     [*************************************************************].

          (h) Upon expiration, or earlier termination, of this Master Agreement
or a Task Order, as the case may be, or upon JPMC's earlier request, Supplier
shall immediately surrender to JPMC all Work Product, or any lesser part
designated by JPMC in writing. Supplier shall retain no part or copy of any Work
Product. If requested by JPMC, Supplier shall certify in writing its exacting
compliance with the foregoing provision.

     7.2  SUPPLIER TOOLS, SUPPLIER SOFTWARE AND SUPPLIER MACHINES.

          (a) In addition to any JPMC Intellectual Property and JPMC Software,
Supplier shall use Supplier Tools, Supplier Software and Supplier Machines as
set forth in the applicable Task Order in performing the Services and/or
creating the Work Product. Supplier


                                       23

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

shall recreate the JPMC Operating Environment as described in the applicable
Task Order. JPMC shall have the right to approve in writing any Supplier
Software and Supplier Machines prior to such use. All Supplier Software,
Supplier Tools, and Supplier Machines are, or shall be, and shall remain, the
exclusive property of Supplier, or if applicable, Supplier's third party
licensors, and JPMC shall have no rights or interests in or to Supplier
Software, Supplier Tools or Supplier Machines, except as set forth in this
Agreement. Supplier shall make Supplier Software and Supplier Machines available
to JPMC in connection with the Services during the applicable Task Order Term
including any End of Term Assistance Period, at no additional cost to JPMC.
Except as may be pre-approved by JPMC in writing, Supplier shall not make any
changes or modifications to the copy of Supplier Software being used in
connection with the Services, or Supplier Machines that would adversely affect
the Services or the price, scope, or timely delivery of the Services, provided
that all updates, modifications, and enhancements and maintenance services
required to keep current with information technology industry practices or
otherwise required by third party providers shall be implemented at Supplier's
discretion; provided, however, if any such update, modification and/or
enhancement could reasonably be expected to have any impact or effect on the
Services or Work Product, Supplier shall provide ninety (90) days prior written
notice. Supplier shall be responsible, at no charge to JPMC, for any required
modification or enhancement to, or substitution for, Supplier Software or
Supplier Machines.

          (b) Supplier shall not incorporate into any Deliverable or require to
make or use any item to be made pursuant to any design Deliverable hereunder any
third party Intellectual Property, third party software, Supplier Tools or
Supplier Software, without the prior written consent of JPMC to be granted in
its sole discretion. To the extent that any Deliverable incorporates any
Supplier Tools, such tools shall be listed in the applicable Task Order. If any
Supplier Tools are incorporated, Supplier hereby grants to JPMC and its assigns,
a nonexclusive, worldwide, fully paid, perpetual, assignable and irrevocable
right and license to store, reproduce, display, perform, license and sublicense
(through multiple tiers), create derivative works, publicly perform, publicly
display, digitally perform, import, offer for sale, sell, make, have made,
transmit and use such part or portion of the incorporated Supplier Tools in the
Work Product in any media now known or hereafter created in conjunction with
JPMC's use of the Deliverable into which such Supplier Tool is incorporated. If
any consent is given to incorporate Supplier Software, JPMC and its assigns
shall automatically have a non-exclusive, worldwide, fully paid, perpetual,
irrevocable right and license to store, reproduce, display, perform, license and
sublicense, create derivative works, transmit and use such part or portion of
the Supplier Software in conjunction with JPMC's use of the related Deliverable.

     7.3  CONSENTS.

          (a) All JPMC Consents shall be obtained by JPMC with Supplier's
reasonable cooperation. Unless otherwise set forth in a Task Order, JPMC shall
obtain such consents and pay any costs and fees of obtaining the JPMC Consents.
Supplier shall cooperate fully in reasonable efforts to obtain any JPMC
Consents.


                                       24

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (b) If any JPMC Consent is not obtained, then, unless and until such
JPMC Consent is obtained, Supplier shall determine and adopt, subject to the
prior written approval of JPMC, such alternative approaches as are practicable,
necessary and sufficient to provide the Services and create the Work Product
without such JPMC Consents.

          (c) All Supplier Consents shall be obtained by Supplier with JPMC's
reasonable cooperation, including all Supplier Consents necessary for JPMC to
use any third party Intellectual Property or third party software. Unless
otherwise set forth in a Task Order, all Supplier Consents shall be obtained by
Supplier, on behalf of JPMC, at Supplier's sole cost and expense, including
fees.

     7.4 JPMC LICENSE OF INTELLECTUAL PROPERTY TO PERFORM SERVICES. During the
Agreement Term, JPMC hereby grants to Supplier a nonexclusive, worldwide and
royalty-free right and license, for use in connection with the Services, to
store, reproduce, display, perform, transmit and use the JPMC Intellectual
Property and JPMC Software, and with respect to Services performed on-site at
any JPMC location, a right to use the Operating Environment only to perform such
on-site Services, all solely for the purposes of this Agreement (and not for the
benefit of any third party), and Supplier acknowledges and agrees that its use
of the JPMC Intellectual Property in connection with this Agreement shall not
create any right, title or interest in or to such JPMC Intellectual Property.
Except for the licenses expressly granted hereunder, neither this Agreement nor
any disclosure made hereunder grants any license by JPMC to Supplier of any JPMC
Intellectual Property.

     7.5 LIMITATIONS. Except as may be otherwise expressly provided in this
Agreement, JPMC does not grant to Supplier any right or license, express or
implied, in or to the JPMC Intellectual Property, JPMC Software, or Operating
Environment. Supplier understands and agrees that JPMC and/or JPMC's licensors',
as the case may be, are the exclusive owners of, and hold and shall retain, all
right, title and interest in and to the JPMC Intellectual Property, JPMC
Software, and Operating Environment, and Supplier shall have no ownership or use
rights therein. Supplier is the exclusive owner of, and holds and shall retain,
all right, title and interest in and to, Supplier Tools, Supplier Software, and
Supplier Machines, and JPMC shall have no ownership or use rights therein.

8.   PAYMENTS TO SUPPLIER.

     8.1  FEES.

          (a) JPMC shall pay to Supplier the Fees set forth in an applicable
Task Order which shall not exceed the Fees attached hereto as Master Agreement
Exhibit G (Fees). Unless otherwise set forth in an applicable Task Order, all
Fees shall be paid upon acceptance of the Work Product or achievement of the
applicable milestone in accordance with the Timetable and procedures in this
Master Agreement and any applicable Task Order, it being acknowledged and agreed
that with respect to time and materials and maintenance services, all Fees shall
be paid as set forth in the applicable Task Order. Thereafter, Supplier may
increase the Fees in accordance with the terms and conditions of Section 8.5
(Increase in Fees) below; provided, however, that in


                                       25

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

no event shall this sentence be interpreted to permit an increase in Fees during
the shorter of: (i) the [*********] of such Task Order, or (ii) the
[************] of such Task Order, unless such other period of time is expressly
set forth in such Task Order ("Initial Period"). For clarity, in the event of an
increase in the Fees pursuant to Section 8.5 (Increase in Fees), such increase
shall not be effective with respect to any Task Order entered into during
[*******] of such [********] period until the end of the Initial Period.

          (b) The Fees may be a fixed fee (calculated using the Fees set forth
in the applicable Task Order or calculated on the basis of a Professional Unit
(day or week as described in Master Agreement Exhibit B (Professional Unit)),
and shall include all direct fees and expenses reasonably incurred by Supplier
in connection with any Task Order and this Master Agreement together with the
Agreement Collateral Documents prior to both the Agreement Effective Date and
the Task Order Effective Date, unless otherwise expressly agreed by the Parties
in writing. Charges for preparation and presentation of bid proposals shall not
be paid by JPMC. Further, if payment under any Task Order is in whole or in part
based on time charges, no payment shall be made by JPMC for any travel time,
except with JPMC's express prior written consent. Unless expressly agreed in any
Task Order, Supplier shall be responsible for all out-of-pocket expenses
actually incurred and paid by Supplier in connection with performance of any
Task Order, including travel, hotel, housing, visas or other work permits and
entertainment expenses. If expressly provided in the applicable Task Order, such
expenses reasonably incurred shall be reimbursed in accordance with JPMC's
then-current published policies governing travel and business expenses, a copy
of which shall be furnished to Supplier. Supplier will attach to invoices for
out-of-pocket expenses, copies of customary receipts and other such appropriate
documentation as evidence of expenses incurred and paid.

     8.2  PAYMENT SCHEDULE AND INVOICES.

          (a) Supplier shall invoice JPMorgan Chase Bank or the JPMC Affiliate
that executed the applicable Task Order at such times and for such period as are
expressly provided for in the applicable Task Order. Such invoices shall set
forth the Task Order number and, in reasonable detail, the Services provided or
to be provided by Supplier, or any Subcontractor, during the period covered by
such invoice, prorating Fees if the period covered thereby constitutes a partial
period. Except for any amounts that are disputed in good faith by JPMorgan Chase
Bank or such JPMC Affiliate or as otherwise provided in the applicable Task
Order, invoices shall be due and payable within forty five (45) days after
receipt by JPMorgan Chase Bank or the applicable JPMC Affiliate, as the case may
be, at the JPMC bill-to-address set forth in such Task Order.

          (b) Only JPMorgan Chase Bank shall be responsible for Fees and Task
Orders signed by JPMorgan Chase Bank. Only the JPMC Affiliate shall be
responsible for Fees and Task Orders signed by that JPMC Affiliate. Any charges
by Supplier, or any Subcontractor, for New Services will be invoiced as
expressly agreed in writing by JPMorgan Chase Bank, or the applicable JPMC
Affiliate, and Supplier at the time a Task Order is amended to include such New
Services. JPMorgan Chase Bank or the applicable LOB (as hereinafter defined)
shall have the right to set-off against amounts owed by such LOB under the
applicable Task Order any


                                       26

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

amount Supplier is obligated to pay or credit such LOB under the applicable Task
Orders; provided, however, that if this Agreement is terminated and/or there are
no outstanding Task Orders, Supplier shall be required to refund to JPMC or the
applicable LOB the remaining balance. The defined term "LOB" shall mean each of:
(i) the Investment Bank, (ii) Investment Management and Private Banking, (iii)
JPMorgan Partners, (iv) Retail and Middle Market Financial Services, (v)
Treasury and Security Services, or any successor to any of the aforementioned
units and (vi) corporate services, including Corporate Business Services and
Enterprise Technology Services.

     8.3 RECURRING COSTS. If general market conditions or technology changes
reduce Supplier's recurring costs by a non deminimis amount in providing the
Services, Supplier shall renegotiate with JPMC to share those reduced costs with
JPMC.

     8.4 [*************************].
[*****************************************************************************
*****************************************************************************
****************************************************************************.]

     8.5 INCREASE IN FEES. If any increase in the Fees set forth in the
applicable Task Order is contemplated after the later of: (a) the [***********]
period described in Section 8.1 (Fees) above, or (b) with respect to a
particular Task Order, the Initial Period, such increase in Fees shall be
mutually agreed upon in writing between the Parties, provided that in no event
shall the rate of any increase in Fees exceed [***********]. In addition, to the
extent that Supplier purchases equipment or software as required pursuant to any
applicable Task Order, Supplier shall not charge JPMC more than its actual cost;
provided, further, that JPMC shall be responsible for any taxes on such
purchase.

     8.6 AUDIT OF FEES. Upon reasonable prior written notice from JPMC, but in
no event more than once in any twelve (12) month period, Supplier shall provide
JPMC and its authorized agents with access to such financial records and
supporting documentation as may be reasonably requested by JPMC, and JPMC may
audit the Fees pursuant to an applicable Task Order to determine that such Fees
are accurate and in accordance with such Task Order. If, as a result of such
audit, JPMC determines that Supplier has overcharged JPMC, JPMC shall provide
written documentation of such claim to Supplier and notify Supplier of the
amount of such overcharge and Supplier, after review of such documentation and
any necessary adjustment, shall promptly pay to JPMC the amount of the
overcharge, plus interest at the prime rate (as quoted in the Wall Street
Journal on the last day of the month prior to such month when payment is due)
plus one and [******************] per annum, but in no event to exceed the
highest lawful rate of interest, calculated from the date of receipt by Supplier
of the overcharged amount until the date of payment to JPMC. If any such audit
reveals an overcharge to JPMC by Supplier of [**********] or more of a
particular fee category overall, Supplier shall also reimburse JPMC promptly for
the cost of such audit. All information disclosed during any audit shall be held
as Supplier Confidential Information and shall not be disclosed except for the
purposes of this Section 8.6 (Audit of Fees) and as otherwise required to be
disclosed to agents and regulators of JPMC.


                                       27

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

9.   TAXES.

     9.1  RESPONSIBILITY FOR PAYING TAXES, GENERALLY.

          (a) (i) Supplier shall be responsible for any sales, service,
     value-added, use, excise, consumption, and any other taxes and duties on
     the goods or services it purchases, consumes or uses in providing the
     Services, including taxes imposed on Supplier's acquisition or use of such
     goods or services and the amount of tax is measured by Supplier's costs in
     acquiring such goods or services.

               (ii) Unless JPMC provides Supplier with a valid and applicable
     exemption certificate or as otherwise provided in this Section, JPMC will
     be responsible for sales, use, excise, services, consumption and other
     taxes or duties (excluding value added tax) that are assessed on the
     provision of the Services and for which Supplier invoices JPMC before the
     expiration of the applicable JPMC statutory period for assessment of
     deficiencies. Supplier agrees to indemnify JPMC for any penalties and
     interest arising from Supplier's failure to collect or remit such tax.

               (iii) Except when separately identified by Task Order (per clause
     9.1 (a)(iv)) or as otherwise provided in this Section, JPMorgan Chase Bank
     NY will be responsible for value-added taxes that are assessed on the
     provision of the Services (including the reimbursement of expenses), any
     particular goods provided to JPMC by Supplier, its Affiliates or
     subcontractors, or the charges for such goods or Services. If a value added
     tax is later assessed against Supplier due to a change in law or otherwise,
     on the provision of the Services, however levied or assessed, except for
     assessments levied against the Supplier for administrative errors by the
     Supplier (e.g. incorrect calculation of the quantum of VAT due), to the
     extent Supplier may not recover or obtain a credit for such tax, both
     parties will negotiate in good faith and agree on a commercial resolution
     to this issue to their mutual satisfaction. Failing an agreement between
     the Parties on such adjustment, JPMC reserves the right to terminate the
     affected Task Orders in accordance with Section 16.2.

               (iv) When Services are specifically identified in the Task Order
     as being liable to value-added taxes, Supplier will be responsible for
     levying such taxes on the provision of the Services and JPMC will be
     responsible for paying said taxes in addition to the consideration payable.

               (v) Any taxes assessed, as determined by JPMC, on the provision
     of the Services resulting from Supplier relocating or rerouting the
     delivery of Services for Supplier's convenience to, from or through a
     location other than the location approved by JPMC as of the Effective Date
     of the applicable Task Order, shall be paid by JPMC and JPMC shall receive
     a credit with respect to the fees invoiced thereunder equal to the payments
     made pursuant to this Subsection 9.1 (a)(v).

          (b) JPMC may deduct withholding taxes, if any, from payments to
Supplier where required under applicable law. JPMC shall, at Supplier's written
request, provide Supplier


                                       28

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

with appropriate receipts for any taxes so withheld to the extent that JPMC has
received such receipts from the applicable taxing authority.

          (c) Each of JPMC and Supplier (for itself and its subcontractors)
shall bear sole responsibility for all taxes, assessments and other real
property related levies on its owned or leased real property, personal property
(including software), franchise and privilege taxes on its business, and taxes
based on its net income or gross receipts. Supplier's employees shall not be
considered employees of JPMC by reason of their provision of Services under this
contract and Supplier shall bear sole responsibility for all payroll and
employment taxes relating to its employees.

     9.2 SEGREGATION OF FEES. JPMC and Supplier shall cooperate to segregate the
fees payable hereunder into the following separate payment streams: (a) those
for taxable Services; (b) those for nontaxable Services; (c) those for exempt
Services, (d) those for which a sales, use or other similar tax has already been
paid; and (e) those for which Supplier functions merely as a paying agent for
JPMC in receiving goods, supplies or services (including leasing and licensing
arrangements) that otherwise are nontaxable or have previously been subject to
tax. Supplier shall state separately on its invoices the portion of fees which
are subject to any sales, use, excise, value-added, services, consumption or
other taxes due during the term of an applicable Task Order in connection with
the provision of the Services, and the amounts of any taxes Supplier is
collecting from JPMC.

     9.3 COOPERATION. JPMC and Supplier shall reasonably cooperate to more
accurately determine each party's tax liability and to minimize such liability
to the extent legally permissible. JPMC and Supplier shall provide and make
available to the other party any resale certificates, information regarding
out-of-state sales or use of equipment, materials or services, and other
certificates or information reasonably requested by such other party. Software
licenses acquired by, delivered to and installed at certain JPMC locations and
maintenance services applicable thereto are exempt from sales and use taxes.
JPMC will provide Supplier with the applicable documentation applicable to tax
exempt transactions at the time an applicable license schedule is signed.
Specifically, for all software delivered and installed at certain JPMC locations
described in a letter from the New York City Industrial Development Agency
("IDA"), dated February 7, 2003, a copy of which has been delivered to Supplier,
JPMC shall be deemed to have ordered such software in its own name as agent for
the IDA for the purposes of qualifying for exemption from New York State and New
York City sales and use taxes.

     9.4 ASSESSMENT FOR TAX DEFICIENCY. If either Party is assessed a deficiency
for taxes payable by the other Party pursuant to this Master Agreement, the
assessed Party will promptly notify the other Party of such assessment and will
administratively contest such assessment to the extent it is timely requested or
authorized to do so by the other Party. The other Party will be given a
reasonable opportunity to participate in any such administrative contest and to
review prior to submission the terms of any communication the assessed Party
undertakes as part of such administrative contest. The assessed Party will not
agree the amount of any such assessment without the approval of the other Party,
such agreement not to be unreasonably withheld. The other Party shall indemnify
and hold harmless the assessed Party from any such


                                       29

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

tax deficiency. Penalties and interest, if any, associated with such deficiency
shall be the responsibility of (i) assessed Party where such deficiency resulted
from a failure of the assessed Party to properly invoice the other Party. The
other Party shall reimburse the assessed Party for all accounting and attorneys'
fees and expenses reasonably incurred in contesting such assessment at the
request or upon the authorization of the other Party; provided, however, that
the assessed Party shall not be required to contest any such assessment unless
requested or authorized to do so by the other Party, and payment by the assessed
Party of an assessed deficiency which it was not timely requested or authorized
by the other Party to contest, said assessment having been promptly advised to
the other Party, will be deemed a payment which the assessed Party was required
to pay to the appropriate government entity.

     9.5 REQUIRED DISCLOSURE. Notwithstanding anything herein to the contrary,
any party hereto (and any of its employees, representatives and other agents)
may disclose to any and all persons, without limitation of any kind: (a) any
information with respect to the U.S. federal income tax treatment of the
transactions contemplated herein and any facts that may be relevant to
understanding such tax treatment, which facts shall not include for this purpose
the names of the parties or any other person named herein, or information that
would permit identification of the parties or such other persons, or any pricing
terms or other nonpublic business or financial information that is unrelated to
such tax treatment or facts, and (b) all materials of any kind (including
opinions or other tax analyses) relating to such tax treatment or facts that are
provided to any of the persons referred to above.

10.  AUDITS.

     10.1 AUDIT PROCESSING.

          (a) Upon notice from JPMC, Supplier shall provide such auditors
(internal and external to JPMC) and inspectors as JPMC, or any regulatory
authority may, from time to time, designate with reasonable access, at all
reasonable times, to: (i) Supplier Service Locations, (ii) Supplier Software,
Supplier Tools, JPMC Software and Applications, (iii) Supplier Machines, (iv)
all Subcontractors and Supplier Personnel and (v) all JPMC Confidential
Information, Work Products, the data and records relating to the Services
including data and records evidencing or pertaining to any Personal Information,
for the purpose of performing audits or inspections of the Services. Supplier
shall provide, and shall cause its Subcontractors or other representatives to
provide, such auditors and inspectors any assistance that they may reasonably
require. In no event shall any JPMC external auditors be a direct competitor of
Supplier.

          (b) If any audit by an auditor designated by JPMC or a regulatory
authority results in Supplier being notified that it, or any Subcontractor, is
not in compliance with: (i) JPMC's corporate audit procedures, (ii) any U.S.
generally accepted accounting principle or (iii) any Applicable Law including
the Electronic Signatures in Global and National Commerce Act, or audit
requirement relating to the Services or Supplier's business, Supplier shall, and
shall cause its Subcontractors to, take all actions to comply with any such
Applicable Law or audit requirement relating to the Services or Supplier's
business.


                                       30

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (c) Supplier shall bear the expense of any such response that is: (i)
required by any Applicable Law or audit requirement relating to the Services or
Supplier's business, (ii) performed by Supplier as part of the Services or (iii)
necessary due to Supplier's noncompliance with any Applicable Law or audit
requirement imposed on Supplier. As part of the Services, Supplier shall provide
to JPMC a copy of those portions of Supplier's internal audit reports relating
to the Services.

          (d) Any audit reports or results, including any management responses
thereto, shall be maintained in the United States and shall be in written in, or
translated to, English.

     10.2 RECORD RETENTION. As part of the Services, Supplier shall: (a) retain
records and supporting documentation sufficient to document the Services and the
Fees paid or payable by JPMC under this Agreement, including records and
supporting documentation evidencing or pertaining to any JPMC Confidential
Information and Personal Information, during the Agreement Term and for a period
of time following the expiration or termination of this Agreement, in accordance
with all Applicable Laws including the Electronic Signatures in Global and
National Commerce Act, and otherwise consistent with JPMC's record retention
policy but in no event less than seven (7) years, and (b) upon notice from JPMC,
provide JPMC and its authorized agents with reasonable access to such records
and documentation. All such documents and records shall be in English.

     10.3 FACILITIES. Supplier shall provide to JPMC, and such auditors and
inspectors as JPMC may designate in writing, on Supplier's premises (or if the
audit is of a Subcontractor, the Subcontractor's premises if necessary), space
and office services as JPMC, or such auditors and inspectors, may reasonably
require to perform the audits described in this Article 10 (Audits).

11.  CONFIDENTIALITY; COMPLIANCE WITH PRIVACY POLICIES.

     11.1 GENERAL CONFIDENTIALITY OBLIGATIONS.

          (a) All JPMC Confidential Information is, or will be, and shall remain
the property of JPMC. Supplier is the owner of all Supplier Confidential
Information. JPMC and Supplier consider it mutually beneficial that in
connection with the Services: (i) JPMC disclose the JPMC Confidential
Information to Supplier, and (ii) Supplier disclose Supplier Confidential
Information to JPMC. JPMC and Supplier each agree to treat the Confidential
Information of the other as confidential and proprietary to the other Party in
accordance with the terms and conditions of this Agreement. For purposes of this
Agreement, the Party providing Confidential Information, and such Party's
Affiliates, as applicable, shall be referred to as the "Transmitting Party" and
the Party receiving the Confidential Information, and such Party's Affiliates,
as applicable shall be referred to as the "Receiving Party".

          (b) Except as otherwise expressly set forth in any license granted by
Supplier to JPMC hereunder, the Receiving Party shall not: (i) disclose,
duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any
Confidential Information of the Transmitting Party provided to the Receiving
Party by reason of the relationship established by


                                       31

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

this Agreement, or learned by the Receiving Party by reason of this Agreement,
(ii) otherwise use the Confidential Information of the Transmitting Party (A)
for the Receiving Party's own benefit or that of any third party, (B) to the
Transmitting Party's detriment, (C) for any purpose other than performance of
the Services, or (D) in any manner unnecessary to the performance of the
Services, (iii) commercially exploit any Confidential Information of the
Transmitting Party, (iv) use any copies of any Confidential Information of the
Transmitting Party, except as contemplated by this Agreement, (v) acquire any
right in, or assert any lien against, the Confidential Information of the
Transmitting Party or (vi) refuse for any reason (including a default or
material breach of this Agreement by the Transmitting Party) to promptly provide
the Confidential Information of the Transmitting Party, including copies
thereof, to the Transmitting Party if requested to do so (excluding copies of
such Confidential Information as may be necessary to be retained by reason of
legal, accounting or regulatory requirements).

          (c) Notwithstanding the provisions of Section 11.1(b) above (General
Confidentiality Obligations), the Receiving Party shall be permitted to disclose
relevant aspects of the Transmitting Party's Confidential Information to the
Receiving Party's and its Affiliates' directors, officers, agents,
subcontractors and employees to the extent that such disclosure is necessary for
the performance of the Receiving Party's obligations under this Agreement;
provided, however, that:

               (i) the Receiving Party shall take all reasonable measures to
     ensure that the Confidential Information of the Transmitting Party is not
     disclosed or duplicated in contravention of the provisions of this
     Agreement by such directors, officers, agents, subcontractors and
     employees;

               (ii) the Receiving Party shall assume full responsibility for the
     acts or omissions of the parties listed in Subsection 11.1(c)(i) above
     (General Confidentiality Obligations) receiving the Confidential
     Information from or through the Receiving Party; and

               (iii) before disclosing any Confidential Information of the
     Transmitting Party, all such persons receiving Confidential Information
     shall: (A) have requisite clearance; (B) if not employees of the Receiving
     Party (excluding regulators), be subject to a written confidentiality
     agreement with the Receiving Party that is consistent with this Agreement
     and that names the Transmitting Party as a third party beneficiary thereof,
     a copy of which agreement shall be provided by the Receiving Party to the
     Transmitting Party prior to any such non-employee being given access to the
     Confidential Information of the Transmitting Party; (C) have a need to know
     such Confidential Information for performance related to the Services; and
     (D) in the case of employees of the Receiving Party, have been informed of
     the confidential nature of the Confidential Information and have expressly
     agreed to act in accordance with the terms and conditions of this Agreement
     (such agreement to include, with respect to JPMC, affirmation of JPMC's
     Worldwide Rules of Conduct).


                                       32

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (d) Notwithstanding anything in this Agreement to the contrary, the
Receiving Party shall comply with all privacy and data protection laws, rules
and regulations and all privacy policies of the Transmitting Party which are, or
which may in the future be, applicable to the terms of this Agreement or the
Services. The Transmitting Party must advise, and shall have the continuing
obligation to advise, the Receiving Party in writing of all such privacy and
data protection laws, rules and regulations, and policies of the Transmitting
Party which are, or which may in the future be, applicable to the terms of this
Agreement or the Services. Without limiting the generality of the preceding
sentence, the Receiving Party agrees that it will not use, nor disclose to any
other Party, any nonpublic personal information which it receives from the
Transmitting Party in connection with this Agreement, except in accordance with
this Agreement.

          (e) The obligation to treat information as Confidential Information as
provided by this Section 11.1 (General Confidentiality Obligations) shall not
apply to information which: (i) shall be publicly available through no action of
the Receiving Party in violation of this Agreement, (ii) shall have been in the
Receiving Party's possession prior to disclosure by the Transmitting Party,
(iii) the Receiving Party can demonstrate to have been developed by the
Receiving Party independently and without use of any Confidential Information
that the Transmitting Party has disclosed to the Receiving Party or (iv) shall
be obtained by the Receiving Party from third parties not known to the Receiving
Party to be bound by an obligation of confidentiality to the Transmitting Party.

          (f) Upon termination of this Master Agreement together with the
Agreement Collateral Documents, or any applicable Task Order pursuant to which
the Confidential Information was disclosed, or upon the Transmitting Party's
earlier request, the Receiving Party, and its subcontractors, shall promptly
give over to the Transmitting Party, all of the Transmitting Party's
Confidential Information then in the Receiving Party's, or its subcontractors',
possession. The Receiving Party, and its subcontractors, shall retain no part or
copy of any of the Transmitting Party's Confidential Information and, if
requested in writing, the Receiving Party, and its subcontractors, shall certify
their respective complete compliance with the foregoing provision.

          (g) The Receiving Party acknowledges that its obligations under this
Agreement with regard to: (i) trade secrets of the Transmitting Party shall
remain in effect for as long as such information shall remain a trade secret
under applicable law, (ii) Personal Information shall remain in effect forever,
without expiration and (iii) all other Confidential Information of the
Transmitting Party shall remain in effect for a period of five (5) years after
the expiration or earlier termination of the applicable Task Order to which such
other Confidential Information pertains.

          (h) The Receiving Party acknowledges the competitive value and
confidential nature of the Transmitting Party's Confidential Information and
that disclosure thereof to any third party could be harmful to the Transmitting
Party, competitively and otherwise. If the Receiving Party, or any party to whom
the Receiving Party transmits the Confidential Information pursuant to this
Agreement, becomes legally compelled to disclose any of the


                                       33

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Confidential Information, the Receiving Party, to the extent permitted by law,
shall provide the Transmitting Party with prompt notice so that the Transmitting
Party may seek a protective order or other appropriate remedy and shall
cooperate in seeking reasonable protective arrangements requested by the
Transmitting Party. If such protective order or other remedy is not obtained,
the Receiving Party shall furnish only that portion of the Confidential
Information which, in the written opinion of its counsel, is legally required,
and the Receiving Party shall exercise its reasonable best efforts to obtain
reasonable assurance that confidential treatment will be accorded the
Confidential Information.

          (i) The Receiving Party acknowledges and agrees that, given the nature
of the Confidential Information and the competitive or other damage that may
result to the Transmitting Party if information contained therein is disclosed
to any third party in breach of the obligations set forth in this Agreement,
money damages may not be a sufficient remedy for any breach of this Agreement by
the Receiving Party, and that, in addition to all other remedies, the
Transmitting Party may be entitled to specific performance and injunctive or
other equitable relief as deemed proper or necessary by a court of competent
jurisdiction as a remedy for any such breach, and the Receiving Party further
agrees to waive any requirement for the securing or posting of any bond in
connection with such remedy.

     11.2 JPMC CONFIDENTIAL INFORMATION SPECIFICALLY. Except as otherwise
expressly set forth on a Task Order, all JPMC Confidential Information shall be
specifically segmented from information of any third parties and separately
safeguarded in accordance with the term and conditions set forth in this
Agreement. Without limiting anything contained in this Agreement, without the
express prior written consent of JPMC, JPMC Confidential Information shall not
be, even upon the expiration of the time periods referred to in Section 11.1(g)
(General Confidentiality Obligations): (a) used by Supplier other than in
connection with providing the Services, (b) disclosed, sold, assigned, leased or
otherwise provided to third parties by Supplier, (c) commercially exploited by
or on behalf of Supplier, or (d) allowed by Supplier to be used or disclosed for
any of the foregoing purposes by third parties, including Subcontractors.
Supplier bears the full and complete risk and liability for all loss, theft or
destruction to any JPMC Confidential Information provided to Supplier or any
Subcontractor. As part of the Services, Supplier shall promptly correct, at
JPMC's request, any errors or inaccuracies in any JPMC Confidential Information
and the Reports, when such errors are caused by Supplier or any Subcontractor,
and at JPMC's request and expense, any other material errors or inaccuracies in
the JPMC Confidential Information. Upon request by JPMC at any time, Supplier
shall (y) at JPMC's expense, promptly return to JPMC, in the format and on the
media requested by JPMC, all JPMC Confidential Information, and (z) erase or
destroy all JPMC Confidential Information in Supplier's possession.

     11.3 UNAUTHORIZED ACTS. In the event of any unauthorized possession, use,
knowledge, disclosure, or attempt thereof with respect to any Confidential
Information, or loss of, or inability to account for such Confidential
Information, the Receiving Party shall:

          (a) Notify the Transmitting Party promptly;


                                       34

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (b) Promptly furnish to the Transmitting Party full details thereof,
and use reasonable efforts to assist the Transmitting Party in investigating or
preventing the recurrence thereof;

          (c) Use reasonable efforts to cooperate with the Transmitting Party in
any litigation and investigation against third parties deemed necessary by the
Transmitting Party to protect its proprietary rights; and

          (d) Promptly use all reasonable efforts to prevent a recurrence of the
unauthorized act or attempt.

JPMC and Supplier, shall each bear their own respective costs incurred as a
result of compliance with this Section 11.3 (Unauthorized Acts).

     11.4 PERSONAL INFORMATION. In the event of a conflict or inconsistency
between a provision of this Agreement applicable to Confidential Information, on
the one hand, and a provision of this Agreement applicable to Personal
Information, on the other hand, the latter will control to the extent of the
conflict or inconsistency. Personal Information includes copies of such
information or materials derived from such information. Notwithstanding anything
in this Agreement to the contrary:

          (a) Supplier will keep confidential and will not use or disclose to
any party (including Affiliates of Supplier), any Personal Information, except
as authorized in writing by JPMC or as appropriate in connection with performing
the Services in accordance with the terms and conditions set forth in this
Agreement. Supplier acknowledges that it has received and reviewed a copy of
JPMC's privacy policy applicable to Personal Information and it agrees that it
will not act in a manner that is inconsistent with such policy.

          (b) Supplier will maintain appropriate physical, electronic and
procedural safeguards to store, dispose of (if applicable) and secure Personal
Information to protect it from unauthorized access, use, disclosure, alteration,
loss and destruction. The safeguards used by Supplier to protect Personal
Information will be no less than those used by Supplier to protect its own
Confidential Information. In addition, Supplier will comply with any other
security safeguards and standards required by this Agreement.

          (c) Supplier will control access to Personal Information and, except
as required by law or as otherwise expressly permitted by this Agreement, permit
access only to individuals who need access in connection with the Services and
will cause such individuals to maintain the confidentiality of Personal
Information.

          (d) As between JPMC and Supplier, Personal Information, and all
applicable Intellectual Property rights embodied in the Personal Information,
shall remain the property of JPMC. Supplier will, upon the expiration or earlier
termination of this Agreement, or any applicable Task Order pursuant to which
the Personal Information was disclosed, or upon JPMC's earlier request, return
to JPMC all Personal Information or destroy it, as specified by JPMC. Supplier
will provide to JPMC a destruction certificate if so requested.


                                       35

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (e) Without limiting the generality of Section 12.1(e) of this
Agreement (compliance with all applicable laws), Supplier represents that it is
its intent to comply, and covenants that it shall comply, with all privacy and
data protection laws ("Privacy Laws") and all rules and regulations which apply
to Supplier in the performance of its obligations under this Agreement including
all Task Orders: (1) of all Applicable Countries and (2) which are or which in
the future may be applicable to Personal Information or the Services, including
the GrammLeach-Bliley Act (PL 106-102) (15 USC 6801 et seq.), the Fair Credit
Reporting Act (15 USC 1681 et seq.), implementing legislation for Directive
95/46/EC of the European Parliament and of the Council of 24 October 1995 (as
incorporated into domestic legislation of the member states of the European
Union including the Data Protection Act 1998 of the United Kingdom), and any
applicable secondary legislation, regulations, and orders. Each Party shall
co-operate with the relevant authorities in accordance with any applicable
timeframes identified by such authorities in identifying the respective roles
and obligations of each Party with respect to Personal Information. If a warrant
or similar document is issued by a court of competent jurisdiction in an
Applicable Country for the inspection, examination, operation or testing of any
Supplier technologies used or intended to be used for Personal Information,
Supplier shall promptly notify JPMC-designated recipients in writing. If
Supplier is required to disclose Personal Information: (A) in accordance with
the Privacy Laws of an Applicable Country or (B) as required by the order of a
court of competent jurisdiction of an Applicable Country, it shall promptly
notify JPMC in writing prior to disclosure. To the extent that in providing the
Services, Supplier has access to any 'personal data' (as defined in Directive
95/46/EC of the European Parliament and of the Council of 24 October 1995 on the
protection of individuals with regard to the processing of personal data and on
the free movement of such data (the "Directive"))("Personal Data") from a member
state of the European Union, then Supplier shall comply with the Addendum set
forth hereto as Master Agreement Exhibit H (European Union Privacy Addendum).

     For the purposes of the remainder of this Subsection 11.4(e) (Personal
Information), where the words and phrases used are not defined in this
Agreement, they shall have the meanings ascribed to them by the Directive. To
the extent that in providing the Services, Supplier in any country outside of
the European Economic Area comes into possession of or processes any Personal
Data that has previously been processed in any country within the European
Economic Area, then Supplier shall comply with the Addendum set forth hereto as
Master Agreement Exhibit H (European Union Privacy Addendum).

     If during the term of this Agreement either Party: (i) having an
establishment on the territory of a Member State of the European Union; or (ii)
having an establishment in a place where the national law of a Member State
applies by virtue of international public law; or (iii), for the purposes of
processing personal data, makes use of equipment, automated or otherwise,
situated on the territory of a Member State, comes into possession of or
processes personal data in respect of inter alia the other Party's clients,
employees or agents ("Data") then each Party agrees and undertakes that during
the term of this Agreement it will comply with the obligations imposed by the
Directive and the implementing legislation of any Member State, and in
particular each Party confirms that it has in place appropriate technical and
organizational measures sufficient to satisfy the requirements of the Directive
and the implementing legislation


                                       36

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

of any Member State and which shall include appropriate technical and
organizational measures so as to: (i) prevent the unauthorized or unlawful
processing of the Data, (ii) prevent the loss, falsification or destruction of,
or damage to the Data and (iii) ensure that adequate measures are imposed to
prevent the introduction of any viruses which may corrupt, delete or otherwise
affect the integrity of the Data.

     Supplier confirms that when it is processing Data it will act solely on the
reasonable instructions of JPMC. Supplier further confirms that, except as
otherwise provided for under the Agreement, it will not transfer the Data
outside of the European Economic Area without the express written agreement of
JPMC.

          (f) Supplier has: (i) established and will maintain appropriate
policies and procedures to comply with its obligations concerning Personal
Information under this Agreement, (ii) provided, and will provide, training on
such policies and procedures for employees with access to Personal Information
and (iii) established and will enforce appropriate disciplinary measures for
individuals who fail to comply with such policies and procedures.

          (g) To the extent permitted by law, Supplier will promptly notify JPMC
in writing if it becomes aware of: (i) any breach of its information security
procedures, (ii) any loss of Personal Information, (iii) any attempt to obtain
unauthorized access, disclosure or use of Personal Information or (iv) any
attempt to alter or destroy any Personal Information. Such notice will include
steps taken or planned to be taken by Supplier to remedy the situation.

          (h) Notwithstanding anything contained in this Agreement, JPMC has the
right to terminate one or more Task Orders (in whole or in part), immediately
without penalty for a failure of Supplier to comply with its obligations
concerning Personal Information set forth herein. Supplier acknowledges that the
unauthorized disclosure of Personal Information is likely to cause irreparable
injury to JPMC and that, in the event of a violation or threatened violation of
any of these obligations, JPMC shall have no adequate remedy at law and shall
therefore be entitled to enforce each such obligation by temporary or permanent
injunctive or mandatory relief obtained in any court of competent jurisdiction
without the necessity of proving damages or the adequacy of money damages,
posting any bond or other security or giving any undertaking, and without
prejudice to any other rights and remedies which may be available, at law or in
equity.

               (i) Supplier will not use Personal Information to contact any
     person except if required by any Applicable Law, provided that any such
     contact does not involve marketing or solicitation of products or services.

          (i) Specifically in relation to Personal Information processed
currently in certain countries (e.g., Switzerland and Luxembourg), both Parties
recognize that Applicable Laws may require that the provision of Services may
not be possible without: (i) obtaining the consent of customers or other
contacts of JPMC, (ii) the grant of a power of attorney to JPMC by the customer
or other contact of the relevant JPMC Affiliate or (iii) sending notice to
customers or other contacts of JPMC, or as needed execution of service
agreements between Supplier and the local JPMC entity in the local jurisdiction.
Where JPMC determines that this result is neither


                                       37

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

appropriate nor practical, JPMC may elect, subject to Section 16.2 (Termination
for Convenience) of this Agreement, to remove some or all of the Services to be
provided hereunder in such jurisdiction.

12.  REPRESENTATIONS AND WARRANTIES.

     12.1 REPRESENTATIONS AND WARRANTIES. Supplier represents and warrants that:

          (a) Supplier is a corporation, validly existing and in good standing
under the laws of the State of Delaware.

          (b) Supplier has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement.

          (c) Supplier is duly licensed, authorized or qualified to do business
and is in good standing in every jurisdiction in which a license, authorization
or qualification is required for the ownership or leasing of its assets or the
transaction of business of the character transacted by it except where the
failure to be so licensed, authorized or qualified would not have a material
adverse effect on Supplier's ability to fulfill its obligations under this
Agreement.

          (d) The execution, delivery and performance of this Agreement by
Supplier has been duly authorized by all necessary corporate action of Supplier.

          (e) Supplier shall comply with all Applicable Laws, including
identifying and procuring required permits, certificates, approvals and
inspections and all privacy and data protection laws and all rules and
regulations: (i) of all Applicable Countries or (ii) which are or which may in
the future be applicable to Personal Information or the Services, including the
Gramm-Leach-Bliley Act (P.L. 106-102) (15 U.S.C. Section 6801 et seq.), the Fair
Credit Reporting Act (15 U.S.C. Section 1681 et seq.), Directive 95/46/EC of the
European Parliament and of the Council of 24 October 1995 (as incorporated into
domestic legislation of the EU countries including the U.K. Data Protection Act
of 1998), and any applicable secondary legislation, regulations, and orders. If
a warrant or similar document is issued by a court of competent jurisdiction in
an Applicable Country for the inspection, examination, operation or testing of
any Supplier Intellectual Property or Work Product used or intended to be used
for Personal Information, Supplier shall promptly notify JPMC-designated
recipients in writing, if so permitted by law. If Supplier is required to
disclose Personal Information (1) in accordance with the privacy and data
protection laws of an Applicable Country or (2) as required by the order of a
court of competent jurisdiction of an Applicable Country, it shall promptly
notify JPMC in writing, if so permitted by law.

          (f) Supplier's and the Subcontractors' performance of this Agreement
will not constitute: (i) a violation of any judgment, order, or decree, (ii) a
default under any material contract by which it or they are bound or (iii) an
event that would, with notice and/or lapse of time, constitute such a default.


                                       38

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (g) Supplier will not perform, or permit any Subcontractor to perform,
its responsibilities under this Agreement with actual knowledge on the part of
Supplier (or such Subcontractor, to the extent Supplier is aware of such
Subcontractor's knowledge), that the manner in which such responsibilities are
performed would cause JPMC to be in violation of any Applicable Law.

          (h) Supplier has not disclosed any JPMC Confidential Information.

          (i) Supplier and each Subcontractor shall perform its obligations
under this Agreement in a manner that does not infringe, or constitute an
infringement or misappropriation of, any Third Party Intellectual Property
Rights, and all Services, Work Product (as of the date of delivery of the Work
Product to JPMC), Supplier Tools, Supplier Software, and Supplier Machines shall
not infringe or misappropriate any Third Party Intellectual Property Rights.

          (j) Prior to use to provide the Services, Supplier shall verify that
all Supplier Software and Supplier Machines: (i) have been properly installed,
(ii) are operating in accordance with all specifications therefor, (iii) are
suitable and capable to use adequately in connection with the Services, (iv)
shall operate in accordance with the Service Levels set forth in the applicable
Task Order and (v) are performing in a reliable manner.

          (k) Supplier shall perform the Services in accordance with: (i) the
Service Levels and (ii) any relevant third party vendor's, license,
documentation and recommendations; provided, for any third party material
provided by JPMC, JPMC provides the necessary license, documentation and
recommendations. All Work Product shall operate in the Operating Environment in
accordance with all applicable Specifications and Documentation.

          (l) No Destructive Elements will be coded or introduced into any Work
Product, JPMC Software, Operating Environment, Supplier Software, Supplier
Machines, or other software or systems used to provide the Services. Supplier
agrees that, if any Destructive Elements are found to have been introduced into
any Work Product, JPMC Software, Operating Environment, Supplier Software,
Supplier Machines, or other software or systems used to provide the Services,
and without limitation of all other rights and remedies of JPMC, including under
this Agreement, at law and/or in equity, Supplier shall use its best commercial
efforts, at no additional charge, to assist JPMC in eliminating or reducing the
effects of the Destructive Elements and, if the Destructive Elements cause an
Error in the Applications, a loss of operational efficiency or loss of data, to
assist JPMC to the same extent to mitigate and restore such losses. Supplier
shall be responsible for any losses, damage or liabilities attributable to any
such Destructive Elements that have not been eliminated or reduced.

          (m) All Supplier Software shall be commercially available at the time
Supplier or such Subcontractor chooses to utilize such Supplier Software, unless
Supplier (on its own behalf or on behalf of a Subcontractor) first obtains
JPMC's express prior written consent thereto and Supplier shall maintain, for
the duration of this Agreement, valid licenses for all such Supplier Software.


                                       39

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (n) All reports and tax returns (including employment and withholding
taxes) of Supplier and each Subcontractor required, as a result of this
Agreement, to be filed under Federal, state, local and foreign laws, shall be
filed on a timely basis, and Supplier, and each Subcontractor, unless contesting
such in good faith, shall promptly pay all governmental taxes, assessments, fees
and other charges lawfully levied upon or assessed against it.

          (o) Supplier has not violated any Applicable Law regarding the
offering of unlawful inducements in connection with this Agreement, or JPMC
policy to avoid even the appearance of impropriety. If at any time during the
Agreement Term JPMC determines that the foregoing warranty has been violated,
then, in addition to any other rights JPMC may have under this Agreement, at law
or in equity, JPMC shall have the additional right to terminate one or more Task
Orders, without penalty and without affording Supplier an opportunity to cure.

          (p) Supplier shall use reasonable best efforts to take precautions
necessary to ensure that all Supplier Service Locations and Supplier Machines
shall be safeguarded against "hacker" attempts.

          (q) Supplier shall provide such other representations and warranties
that are set forth in any Task Order.

          (r) Unless otherwise set forth on an applicable Task Order, the
Services and all Work Product: (i) are and will be capable of supporting the
"Euro" as a main or additional currency, including, for the avoidance of doubt:
(x) the ability to convert into Euro from other currencies and from other
currencies into Euro; (y) the ability where necessary to interface with systems,
including systems for making and receiving payments, denominated in Euros; and
(z) the ability to deal with additional currencies which, as of the Effective
Date, do not form part of the European Monetary Union ("EMU"), but which
subsequently join the EMU ("Additional EMU Currencies") thereby necessitating
conversion of those Additional EMU Currencies into Euro in accordance with the
requirements of relevant European Union or applicable legislation; (ii) are not
and will not be adversely affected or manifest any errors by virtue of any
requirement to convert currencies or units of currency as a result of the EMU
(including as a result of Additional EMU Currencies joining the EMU) or any
other variation in currency, conversion of currency or alteration of pricing
structures and (iii) will comply with all applicable legislation and legislative
changes, including those in connection with or pertaining to the EMU and the
currencies which form part of it, which shall also include legislation relating
to Additional EMU Currencies joining the EMU, all without additional expense to
JPMC and without causing any disruption to the Services.

     12.2 DISCLAIMER. EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER JPMC NOR
VENDOR MAKES ANY OTHER WARRANTIES WITH RESPECT TO THE SERVICES OR THE SYSTEMS
AND EACH EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC
PURPOSE.


                                       40
<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

13.  INDEMNITIES.

     13.1 INDEMNITY BY JPMC. Subject to the limitations contained in Section
14.2 (Limitations on Liability), JPMC agrees to indemnify and hold harmless
Supplier, and its directors, officers, employees, agents and assigns, as
applicable, in accordance with the procedures described in Section 13.3
(Indemnification Procedures) hereof against any and all liability or expenses
(including attorneys' fees and expenses) arising out of, or relating to, any
Claim resulting directly and proximately from, or in connection with:

          (a) The death or bodily injury of any agent, employee, customer,
contractor, business invitee or business visitor of Supplier to the extent
caused or contributed to by JPMC's negligence or willful misconduct as
adjudicated by a competent court of law.

          (b) The damage, loss or destruction of any real or tangible personal
property owned or leased by Supplier to the extent caused or contributed to by
the negligence or willful misconduct of JPMC as adjudicated by a competent court
of law.

          (c) A breach of JPMC's obligations to get all necessary JPMC Consents.

     13.2 INDEMNITY BY SUPPLIER. Supplier shall indemnify, hold harmless, and
defend JPMorgan Chase Bank and its Affiliates, and their respective directors,
officers, employees, retirees, agents, and assigns, as applicable, from any
liability, damages, losses, judgments, amounts agreed upon in settlement, costs
and expenses (including attorneys' fees and expenses) arising out of, connected
with or resulting from, any Claim relating to:

          (a) Any duties or obligations of Supplier, its Affiliates or any
Subcontractor, or any Supplier Personnel in respect of a third party or any
Subcontractor of any tier (i.e., direct Subcontractors, their subcontractors,
and so on), including Claims based on employer status or on Supplier's payment
obligations to the Subcontractors.

          (b) Failure of the facilities and the physical and data security
controls at Supplier Service Locations to conform to JPMC standards and
specifications provided to Supplier in writing hereunder.

          (c) Death or personal injury of any agent, employee, customer,
contractor, business invitee or business visitor of JPMC, or any property damage
to any real or personal property owned or leased by JPMC, to the extent caused
or contributed to by the negligence or willful misconduct of Supplier, its
Affiliates, any Supplier Personnel, or any Subcontractor.

          (d) Damage, loss or destruction of any real or personal property owned
or leased by JPMC while in Supplier's control to the extent caused or
contributed to by Supplier, its Affiliates, any Supplier Personnel, or any
Subcontractor.

          (e) A breach, or alleged breach, of Supplier's or the Subcontractors'
obligations set forth in Article 11 (Confidentiality; Compliance with Privacy
Policies) and Section 12.1 (Representations and Warranties) hereof.


                                       41

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (f) Any acts or damage caused by any Subcontractor or other third
party service provider retained by Supplier to provide the Services, regardless
of whether JPMC has authorized the use of such third party service provider by
Supplier, to the same extent Supplier would be liable if Supplier performed such
acts or damages.

          (g) Supplier's failure to pay any Subcontractors for the services
provided in connection with the Services.

          (h) Any taxes or other similar charges, including interest and
penalties, assessed against JPMC which are obligations of Supplier hereunder.

               (i) All or any part of the Work Product, the Supplier Tools (to
     the extent incorporated into any Deliverables), or the Documentation
     infringe on, violate or misappropriate any copyright, patent, trademark,
     trade secret or other proprietary right of any entity or person; provided
     that Supplier shall have no obligation under this Subsection 13.2(i)
     (Indemnity by Supplier) or other liability for any infringement or
     misappropriation claim resulting or alleged to result from: (1) use of the
     Work Product or the Supplier Tools (to the extent incorporated into any
     Deliverables) or any part thereof in combination with any equipment,
     software or data not approved for use by Supplier in writing (such writing
     shall include Documentation and comments to the source code), or if the
     Work Product has been modified or altered by any person or entity other
     than Supplier without the written approval of Supplier (such writing shall
     include Documentation and comments to the source code); (2) any aspect of
     JPMC software, documentation or data which existed prior to Supplier's
     performance of Services; or (3) JPMC continuing the allegedly infringing
     activity after being notified thereof and provided with modifications that
     would have avoided the alleged infringement. This Subsection 13.2(i)
     (Indemnity by Supplier) sets forth the exclusive remedy and entire
     liability and obligation of Supplier with respect to intellectual property
     infringement or misappropriation claims, including patent or copyright
     infringement claims and trade secret misappropriation.

Supplier shall indemnify JPMC from any costs and expenses incurred in connection
with the enforcement of this Section 13.2 (Indemnity by Supplier).

     13.3 INDEMNIFICATION PROCEDURES.

          (a) If any Claim is commenced against any Party entitled to
indemnification under this Article 13 ("Indemnified Party"), written notice
thereof shall be given to the Party that is obligated to provide indemnification
("Indemnifying Party") promptly upon receipt of the Claim by the Indemnified
Party. Failure to give such notification shall not affect the indemnification
provided hereunder except to the extent that the Indemnifying Party has actually
been materially and adversely affected as a result of such failure (except that
the Indemnifying Party shall not be liable for any expenses incurred during the
period in which the Indemnified Party failed to give notice if such Indemnified
Party failed to give prompt notice). To the extent received, the Indemnified
Party shall deliver copies of all notices and documents related to the


                                       42

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Claim, including court papers, to the Indemnifying Party within five (5)
business days of the Indemnified Party's receipt thereof.

          (b) After such notice, if the Indemnifying Party shall acknowledge in
writing to such Indemnified Party that this Agreement applies with respect to
such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a
notice delivered to the Indemnified Party not less than fifteen (15) days prior
to the date on which a response to such Claim is due, to immediately take
control of the defense and investigation of such Claim and to select and engage
attorneys reasonably satisfactory to the Indemnified Party to handle and defend
the same, at the Indemnifying Party's sole cost and expense.

          (c) The Indemnified Party shall cooperate in all reasonable respects
with the Indemnifying Party and its attorneys in the investigation, trial and
defense of such Claim and any appeal arising therefrom; provided, however, that
the Indemnified Party may, at its own cost and expense, participate, through the
Indemnified Party's own attorneys or otherwise, in such investigation, trial and
defense of such Claim; and any appeal arising therefrom. The Indemnifying Party
will bear the costs of counsel engaged by the Indemnified Party by reimbursing
the Indemnified Party, as such costs are incurred and upon request therefor, if:
(i) the use of counsel chosen by the Indemnifying Party to represent the
Indemnified Party would present such counsel with a conflict of interest that
would preclude such counsel from representing the Indemnified Party or (ii) the
Indemnifying Party has failed to engage counsel reasonably satisfactory to the
Indemnified Party within thirty (30) days after the Indemnifying Party has
received notice of a Claim.

          (d) If the Indemnifying Party does not assume full control over the
defense of a Claim subject to such defense as provided in this Section 13.3
(Indemnification Procedures), the Indemnifying Party may participate in such
defense, at its sole cost and expense, and the Indemnified Party shall have the
right to defend the Claim in such manner as it may deem appropriate, at the cost
and expense of the Indemnifying Party, and the Indemnifying Party will bear the
costs incurred by the Indemnified Party in connection therewith by reimbursing
the Indemnified Party, as such costs are incurred and upon request therefor.

          (e) Supplier shall not settle any claim, action or proceeding in
respect of which indemnity may be sought hereunder, whether or not JPMC is an
actual or potential party to such claim, action or proceeding without JPMC's
written consent, which consent shall not be unreasonably withheld, delayed, or
conditioned. Notwithstanding the foregoing, JPMC may withhold, delay and/or
condition its consent to any settlement of a Claim, in JPMC's sole and absolute
discretion, if:

               (i) such settlement: (A) involves a remedy other than the payment
     of money by the Indemnifying Party, (B) affect any rights of JPMC,
     including any rights with respect to the Work Product, (C) impose any
     actual liability upon JPMC, or (D) contain or imply (1) a factual admission
     by or with respect to JPMC, (2) any adverse statement or implication with
     respect to the character, professionalism, due care, loyalty, expertise, or
     reputation of JPMC, or (3) any wrongful action or inaction by JPMC; or


                                       43

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

               (ii) Supplier and all plaintiffs or claimants do not
     affirmatively and unconditionally absolve and release JPMC from any
     responsibility or liability with respect thereto and the subject matter
     thereof and any responsibility or liability with respect to the same,
     similar, or related facts or circumstances.

          (f) If JPMC is enjoined, or is otherwise prohibited, from using any
Work Product, Supplier Tools (to the extent such tools are incorporated into any
Deliverable), or Documentation (or any part thereof) as a result of or in
connection with any Claim under Subsection 13.2(i) (Indemnity by Supplier),
Supplier promptly shall, at its sole expense and in the following order of
precedence: (i) procure for JPMC the right to continue to use the Work Product,
Supplier Tools or Documentation; (ii) modify the Work Product, Supplier Tools or
Documentation so that it becomes noninfringing and nonviolative, without
diminishing the functionality or performance of the Work Product, Supplier Tools
or Application or (iii) replace the Work Product, Supplier Tools or
Documentation with software and documentation that are noninfringing and
nonviolative with equivalent functionality and performance. If Supplier cannot,
after using its best commercial efforts to do so within a reasonable period of
time, so procure, modify or replace the Work Product or Supplier Tools, the
Supplier shall terminate the applicable Task Order with respect to the Services
and Work Product involved and promptly refund to JPMC the Fee for the Services
and Work Product involved under such Task Order.

14.  DAMAGES.

     14.1 DIRECT DAMAGES. Supplier shall reimburse JPMC for any direct damages
arising out of or relating to Supplier's performance under this Agreement.
Without limitation, the following shall be considered direct damages and
Supplier shall not assert that they are indirect, incidental, special or
consequential damages or lost profits to the extent they result from Supplier's
failure to provide all or any part of the Services in accordance with this
Agreement:

          (a) costs of recreating or reloading any of JPMC's information that is
lost or damaged;

          (b) costs of implementing a work around;

          (c) costs of replacing lost or damaged equipment, software and
materials;

          (d) costs and expenses incurred by JPMC to correct errors in software
maintenance and enhancements provided as part of the Services;

          (e) costs and expenses incurred by JPMC to procure any Services from
an alternate source, to the extent in excess of Supplier's charges under this
Agreement after Supplier has been given an opportunity to cure and mitigate its
damages;

          (f) straight time, overtime or related expenses incurred by JPMC,
including overhead allocations, wages and salaries of additional employees,
travel expenses, overtime expenses, telecommunications charges and similar
charges incurred in connection with Subsections 14.1(a) through (e) above; and


                                       44

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (g) payments or penalties imposed by a regulatory authority for
failure to comply with any Applicable Law.

     14.2 LIMITATIONS ON LIABILITY.

          (a) EXCEPT AS PROVIDED IN SECTION 14.2(d) (EXCLUSIONS) BELOW, VENDOR'S
AGGREGATE LIABILITY TO JPMC FOR ALL CAUSES OF ACTION OR CLAIMS, INCLUDING BREACH
OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE (INCLUDING NEGLIGENT
MISREPRESENTATION), AND OTHER TORTS ARISING OUT OF OR RELATING TO A PARTICULAR
TASK ORDER UNDER THIS AGREEMENT IN ANY ONE TASK ORDER YEAR SHALL NOT EXCEED THE
GREATER OF: (i) [***********] THE AGGREGATE SUM PAID TO VENDOR DURING THE
IMMEDIATELY PRECEDING [***********] PERIOD FOR THE TASK ORDER UNDER WHICH SUCH
CLAIM AROSE PROVIDED, HOWEVER THAT IF THE EVENT THAT IS THE SUBJECT OF THE CLAIM
OCCURS DURING THE FIRST [******** ] MONTHS AFTER THE TASK ORDER EFFECTIVE DATE,
LIABILITY SHALL NOT EXCEED [********] AN AMOUNT EQUAL TO (Y) THE AVERAGE OF THE
TOTAL CHARGES PAID TO VENDOR FOR THE MONTHS OF THE TASK ORDER TERM THAT HAVE
PASSED, MULTIPLIED BY (Z) [********] AND (ii) [***************] [**********]
PROVIDED THAT SUBJECT TO SECTION 14.2(d) (EXCLUSIONS) BELOW, IN NO EVENT SHALL
VENDOR'S AGGREGATE LIABILITY TO JPMC FOR ALL CAUSES OF ACTION OR CLAIMS,
INCLUDING BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE (INCLUDING
NEGLIGENT MISREPRESENTATION), AND OTHER TORTS ARISING OUT OF OR RELATING TO
ARISING UNDER THE AGREEMENT (INCLUDING ALL TASK ORDERS) DURING THE AGREEMENT
TERM EXCEED [*******************************].

          (b) EXCEPT AS PROVIDED IN SECTION 14.2(d) (EXCLUSIONS) BELOW, JPMC'S
AGGREGATE LIABILITY TO VENDOR FOR ALL CAUSES OF ACTION OR CLAIMS, INCLUDING
BREACH OF WARRANTY, BREACH OF CONTRACT, GROSS NEGLIGENCE, AND OTHER TORTS
ARISING OUT OF OR RELATING TO THIS AGREEMENT, SHALL NOT EXCEED THE AMOUNT PAID
AND OWED TO VENDOR UNDER THE PARTICULAR TASK ORDER FROM WHICH SUCH CLAIMS AROSE.

          (c) SUBJECT TO SECTION 14.1 (DIRECT DAMAGES), AND EXCEPT AS PROVIDED
IN SECTION 14.2(d) (EXCLUSIONS) BELOW, NEITHER PARTY SHALL HAVE ANY LIABILITY,
WHETHER BASED ON CONTRACT OR TORT (INCLUDING NEGLIGENCE) FOR ANY PUNITIVE,
EXEMPLARY, CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL LOSS OR DAMAGE
SUFFERED BY THE OTHER PARTY, INCLUDING LOSS OF DATA, PROFITS (EXCLUDING PROFITS
UNDER THIS AGREEMENT), INTEREST OR REVENUE, OR USE OR INTERRUPTION OF BUSINESS,
ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY IS ADVISED OF THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES.


                                       45

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (d) Exclusions. The limitations or exculpation's of liability set
forth in Section 14.2(a), Section 14.2(b), and Section 14.2(c) are not
applicable to (i) the failure of JPMC to make undisputed payments due under this
Agreement, (ii) indemnification Claims as set forth in Sections 13.1(a) and (c),
and Section 13.2, (iii) Supplier's breach of any provision contained in Section
12.1 (Representations and Warranties) or Section 18 (Security; Information
Technology Control Policies), (iv) breaches of Article 11 (Confidentiality;
Compliance with Privacy Policies) (including Agreement Exhibit H), (v)
Supplier's fraud and other willful misconduct, (vi) Supplier's Abandonment (as
such term is defined herein) of its obligations under this Agreement, and (vii)
reimbursements of damages pursuant to Section 14.1 (Direct Damages).
"Abandonment", as such term is used herein, shall mean (1) Supplier's refusal or
intentional cessation of performing any material obligation under this
Agreement, or (2) Supplier's purported termination of this Agreement without
providing the notices required hereunder.

15.  INSURANCE AND RISK OF LOSS.

     15.1 INSURANCE. Throughout the Agreement Term, Supplier shall maintain at
its own expense, and require its Subcontractors to maintain at their own expense
or Supplier's expense, insurance of the type and in the amounts set forth below
in a policy or policies of insurance, primary and excess, including, where
appropriate, umbrella or catastrophic form:

          (a) Disability and Workers Compensation Insurance with coverage
applicable in all states in which Services are to be performed under any Task
Order, with Workers' Compensation limits in accordance with the statutory
requirements of each such state, and Coverage B - Employer's Liability Coverage,
including occupational disease, with a limit of not less than $1,000,000 per
occurrence, including coverage for bodily injury by accident or disease,
including death.

          (b) Commercial General Liability Insurance covering Supplier's
operations, with limits acceptable to JPMC with combined single limits for
bodily injury, personal injury, and property damage of not less than $3,000,000,
including coverage as follows: (i) Comprehensive Form; (ii) Broad Form
Contractual Liability; (iii) Independent Contractors Liability; (iv) Broad Form
Property Damage; and (v) Personal Injury and Advertising Liability.

          (c) Commercial Crime Insurance in the amount of [*********] including
coverage for (i) theft or loss of JPMC property and JPMC customer and employee
property, and (ii) electronic and computer crime or unauthorized computer access
coverage.

          (d) Errors and Omissions or similar Professional Liability Insurance
in the amount of $10,000,000 covering losses arising from (i) errors and
omissions caused by Supplier's negligence in the performance of its duties under
this Agreement, (ii) the negligent performance of any software provided or
developed by Supplier, and (iii) the negligent design, development, maintenance,
operation, and anything incidental thereto, of an Internet web site.


                                       46

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (e) With regard to Supplier's Locations, only, Building and/or
Personal Property Insurance including coverage for the cost to research,
replace, or restore lost information including those that exist on electronic or
magnetic media, against all risks of physical loss or damage including theft, on
a replacement cost basis.

     15.2 CERTIFICATES. A certificate of insurance, or a brokers representation
letter, corresponding to each such policy shall be delivered by Supplier to JPMC
on or before the date upon which Supplier first commences providing any Services
under this Agreement. Each such certificate of insurance shall contain an
agreement by the issuing insurance company that such insurance will not be
canceled or terminated without thirty (30) days prior written notice to the
insured.

     15.3 POLICIES. Insurance provided under this Agreement must be placed with
carriers with A.M. Best's rating of A - VIII or superior. All policies shall be
endorsed to show that they are primary to any policy maintained by JPMC. No
policy of insurance required of Supplier hereunder shall exclude coverage for,
or protection from, Destructive Elements.

          (a) Supplier shall add JPMorgan Chase Bank and any and all JPMC
Affiliates as their interests may appear as additional insureds to the policy
required under Section 15.1(b) (Insurance), but only in respect to the work
being performed pursuant to this Agreement, which shall expressly include all
Task Orders. All such policies also shall be endorsed with the provisions that
the coverage afforded for JPMC shall be primary and shall not require
contribution by any other similar insurance available to JPMC.

          (b) Should Supplier fail to provide continuous insurance coverage as
set forth herein, JPMC may charge back against Supplier invoices for the cost of
obtaining similar protection as well as any claim that would have been paid had
the above-described insurance coverage been obtained.

          (c) The insurance required in this Article 15 (Insurance and Risk of
Loss), and approval of Supplier's insurance by JPMC, shall not affect Supplier's
obligations, or JPMC's rights and remedies under this Agreement, at law or in
equity.

     15.4 RISK OF LOSS. Each Party shall be responsible for risk of loss of, and
damage to, any equipment, software or other materials in its possession or under
its control.

16.  TERM; TERMINATION.

     16.1 TERM. The term of this Agreement (the "Initial Agreement Term" shall
commence on the Agreement Effective Date and expire on the tenth (10th)
anniversary of the Agreement Effective Date, unless terminated earlier in
accordance with the terms hereof. Upon expiration of the Initial Agreement Term,
the Parties may mutually determine to renew this agreement for an additional
period to be mutually determined (the "Renewal Agreement Term", together with
the "Initial Agreement Term", the "Agreement Term"). Upon expiration or
termination of the Agreement Term, the Parties shall not execute any new Task
Orders; however,


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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

this Agreement shall remain in full force and effect for each then outstanding
Task Order to the extent its Task Order Term extends beyond the Agreement Term
until the expiration of such Task Order Term, including all extensions and
renewals thereof, and any End of Term Assistance Periods.

     16.2 TERMINATION FOR CONVENIENCE. JPMC may terminate this Master Agreement
together with the Agreement Collateral Documents, or one or more Task Orders
without penalty, at any time by giving Supplier notice of the termination during
the first year of the Agreement Term or the Task Order Term, as the case may be,
at least ninety (90) days prior to the termination date specified in the notice;
during the second year of the Agreement Term or the Task Order Term, as the case
may be, at least sixty (60) days prior to the termination date specified in the
notice; and during the remaining years of the Agreement Term or the Task Order
Term, as the case may be, including any renewals or extensions thereof, thirty
(30) days prior to the termination date specified in the notice. For purposes of
clarification, notwithstanding the notice period required for termination of the
Master Agreement under this Section 16.2 (Termination for Convenience), the
notice period applicable to each Task Order for termination under this Section
16.2 (Termination for Convenience) shall be determined by the date each Task
Order was entered into by the parties, and each Task Order shall continue under
the terms of this Agreement until its applicable termination date as though the
Master Agreement were in full force and effect with regard to such Task Order.
Notwithstanding anything to the contrary set forth above, unless set forth
otherwise in a Task Order, JPMC may terminate any Task Order for development
Services, without penalty, at any time by giving Supplier notice of the
termination at any time during the Task Order Term, at least thirty (30) days
prior to the termination date specified in the notice.

     16.3 TERMINATION FOR CAUSE. Except as otherwise provided in Section 16.6
(Other Terminations) below, if either Party fails to perform any of its material
obligations under this Agreement and does not cure such failure within thirty
(30) days after being given notice specifying the nature of the failure, then
the non-defaulting Party may, by giving notice to the defaulting Party,
terminate the Task Order(s) affected by such breach, as of the date specified in
such notice of termination. Without limiting any provision of this Section 16.3
(Termination for Cause), repeated breaches by a Party of its duties or
obligations under a particular Task Order, or Supplier's failure to achieve the
Service Levels under a particular Task Order shall each be deemed a material
breach of this Agreement.

     16.4 TERMINATION FOR INSOLVENCY; CHANGE OF CONTROL. If either Party: (a)
files for bankruptcy, (b) becomes or is declared insolvent, or is the subject of
any proceedings related to its liquidation, insolvency or the appointment of a
receiver or similar officer for it, (c) makes an assignment for the benefit of
all or substantially all of its creditors or (d) enters into an agreement for
the composition, extension, or readjustment of substantially all of its
obligations, then the other Party may, by giving written notice of termination
to such Party, terminate this Agreement as of the date specified in such notice
of termination. In addition, JPMC may, by giving written notice of termination
to Supplier, terminate this Agreement as of the date specified in such notice of
termination in the event of a transfer Change of Control of Supplier.


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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

     16.5 DISCONTINUANCE OF SERVICES. Upon receipt of any termination notice,
Supplier shall discontinue the Services on the date specified in the notice.
Supplier shall be paid for the actual costs incurred during performance
hereunder, up to the termination date specified in said notice, any costs not
previously reimbursed by JPMC to the extent such costs are actual, necessary,
reasonable, and verifiable costs which have been incurred by Supplier and which
are otherwise reimbursable hereunder. In no event shall such costs include
unabsorbed overhead or anticipated profit.

     16.6 OTHER TERMINATIONS. In addition to the termination rights contained in
this Article 16 (Term; Termination), there are additional termination rights
provided in Section 5.2 (Key Personnel), Section 7.1 (Work Product), Section
11.4 (Personal Information), Section 12.1 (Representations and Warranties),
Section 13.3 (Indemnification Procedures), Section 18.3 (Compliance with JPMC
Information/Technology Control Policies), Section 18.9 (Disaster Recovery Plan),
and Section 19.13 (Force Majeure) of this Master Agreement, and any Task Order
may be terminated as provided in such Task Order. The notice period required for
such termination, if any, shall be as specified in the applicable section, if
any.

17.  END OF TERM ASSISTANCE.

     17.1 END OF TERM ASSISTANCE SERVICES. As a part of the Services, and at
JPMC's written request, Supplier will provide JPMC with End of Term Assistance
Services during the End of Term Assistance Period. The quality and level of the
Services shall not be degraded during the End of Term Assistance Period. After
the expiration of the End of Term Assistance Period, Supplier shall deliver to
JPMC, as applicable, any remaining JPMC Confidential Information still in
Supplier's possession in connection with the applicable Task Order. Supplier
should confirm its willingness to provide JPMC with information related to the
Services and Work Product that JPMC reasonably requests during the Term to
enable JPMC to draft a request for proposal(s), and to provide due diligence
information for recipients of such RFP, relating to a portion or all the
Services. Supplier may or may not be a recipient of such RFP. Supplier should
identify in detail any type of information that it would be unwilling to provide
to JPMC under such circumstances.

     17.2 JPMC'S THIRD PARTY DESIGNEES. If and to the extent that any third
parties are designated by JPMC to assume responsibility for the Services, or any
part of the Services, Supplier shall provide (or cause the Subcontractor(s) to
provide) End of Term Assistance Services to JPMC's designees. Supplier shall
provide such designees with such information regarding the Services as is
reasonably prudent or necessary in order for JPMC's designees to assume
responsibility for, and continue the performance of, the Services in an orderly
manner.

     17.3 END OF TERM ASSISTANCE SERVICES FEES. JPMC shall pay to Supplier, Fees
for End of Term Assistance Services pursuant to the applicable Task Order, or if
none is listed in an applicable Task Order, then at Supplier's then current
standard time and materials fees for such Services. To the extent possible,
Supplier shall minimize any Fees for End of Term Assistance Services by
utilizing resources included in the Fees already paid by JPMC to Supplier, or
being


                                       49

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

paid by JPMC to Supplier after such expiration or termination, to provide the
End of Term Assistance Services.

18.  SECURITY; INFORMATION TECHNOLOGY CONTROL POLICIES.

     18.1 SAFETY AND SECURITY PROCEDURES. Supplier shall comply with all safety
and security procedures of JPMC set forth herein and in any Task Order. As part
of the Services, Supplier shall maintain and enforce safety and security
procedures at Supplier Service Locations with regard to the Services that are at
least as rigorous as those procedures maintained by JPMC as of the Effective
Date, including the following:

          (a) Supplier shall maintain and enforce safety and security procedures
for Supplier Service Locations including where any Application maintenance or
development, JPMC operating system environments and telecommunications
infrastructures are located, which procedures shall be (i) designed to protect
the JPMC Confidential Information from unauthorized access, including taking
reasonable steps to avoid the corruption, loss or mistransmission of data and to
ensure the security of data during transmission, including the use of reasonable
and customary data encryption techniques, (ii) at least as stringent as the most
rigorous standard for any Supplier facility used to provide any similar services
and (iii) in compliance with applicable regulatory requirements, if any.
Supplier shall provide documentation of Supplier's and the Subcontractors'
security policies and practices and shall detail such policies and practices for
the Services on each Task Order.

          (b) Supplier shall inform JPMC of any breaches in security, or
potential breaches in security, of which Supplier becomes aware, including any
corruption, loss or mistransmission of data, or any breach of data security
during transmission. Supplier shall take reasonable steps to remedy any such
breach, or potential breach, including Supplier cooperating fully, and causing
the Subcontractors to cooperate fully, with JPMC, and their respective
designees, and with any civil or criminal authority in any investigation or
action relating to such breach, or potential breach.

     18.2 COMPLIANCE WITH SECURITY REGULATIONS. All Supplier Personnel will
comply with all reasonable security regulations particular to any JPMC location
to which Supplier Personnel require access pursuant to their performance under
this Agreement. Supplier Personnel shall observe the working hours, working
rules and holiday schedules of JPMC while working on JPMC premises.

     18.3 COMPLIANCE WITH JPMC INFORMATION/TECHNOLOGY CONTROL POLICIES.
Throughout the Agreement Term, Supplie shall comply with all JPMC
Information/Technology Control Policies and all other standard policies and
procedures of JPMC, then in effect that are applicable to Supplier's obligations
under this Agreement and of which Supplier is informed in writing. A description
of how Supplier shall comply with such policies will be attached to each Task
Order as an exhibit, as such exhibit may be amended from time to time with
JPMC's prior written consent, the granting of which shall be in JPMC's sole and
absolute discretion. If, as a result of an on-site review or audit performed in
accordance with Section 18.5 (Reports & On-


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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Site Review) below or otherwise, JPMC determines that Supplier is not complying
with all JPMC Information/Technology Control Policies as required by this
Section 18.3 (Compliance with JPMC Information/Technology Control Policies),
Supplier shall, at Supplier's expense, take steps specified by JPMC to correct
such non-compliance within a time period to be determined by JPMC.
Notwithstanding any contrary provision contained herein, and without limiting
JPMC's rights and remedies hereunder at law and in equity, if Supplier fails to
take such steps in a timely manner, JPMC shall be permitted to: (a) terminate
one or more Task Orders, on ten (10) days notice to Supplier and (b) charge to
Supplier, JPMC's reasonable expenses incurred in establishing an alternative
arrangement for the performance of Supplier's obligations hereunder. JPMC has
delivered to Supplier, and Supplier hereby acknowledges receipt of, JPMC's
Worldwide Rules of Conduct and JPMC's Information Technology Control Policies.

     18.4 ACCESS BY REGULATORY AUTHORITIES. Supplier agrees that any regulatory
agency with supervisory responsibility for JPMC, shall have the right to examine
all records and materials, use the equipment (including all Supplier Software
and Supplier Machines), and interview those members of Supplier Personnel, to
the extent that such officials deem necessary to protect the interest of
depositors, creditors or stockholders of JPMC, or as otherwise permitted under
any Applicable Law.

     18.5 REPORTS & ON-SITE REVIEW.

          (a) On or before the Agreement Effective Date and annually within one
(1) month of each anniversary of the Agreement Effective Date occurring
thereafter during the Agreement Term, Supplier shall deliver to JPMC a current
report by an independent third party audit firm (to be prepared in English and
at Supplier's expense) that describes Supplier control policies and procedures
that have been initiated and are then functioning at all Supplier Service
Locations. These reports must contain statements on the operating effectiveness
of those policies and procedures for JPMC transactions. The requirements of this
Section 18.5 (Reports & On-Site Review) may be satisfied by a Type II SAS 70
Report, as described in the then current Statement of Auditing Standard 70 of
the American Institute of Certified Public Accountants.

          (b) On or before the Agreement Effective Date and annually within one
(1) month of each anniversary of the Agreement Effective Date occurring
thereafter during the Agreement Term, Supplier shall deliver to JPMC a
certificate of Supplier's current compliance with SEI CMM. Within three (3)
years of the Agreement Effective Date and thereafter at least once every three
(3) years during the Agreement Term, Supplier shall conduct an external
assessment of such compliance and provide evidence thereof to JPMC.

          (c) During the Agreement Term, Supplier shall also allow JPMC, or
external auditors on JPMC's behalf, subject to securities laws, to:

               (i) perform such periodic on-site reviews of Supplier Service
     Locations as JPMC deems appropriate. At JPMC's option, Supplier may submit
     evidence of a third party review, completed within the then most recent
     twelve (12) month period, that addresses the scope and control objectives
     related to transactions processed for JPMC; and


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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

               (ii) access independent third party non-financial reports and, if
     available, internal audit reports of Supplier.

     18.6 CHANGES THAT MAY AFFECT SERVICES. Supplier shall notify JPMC
immediately of any organization, security-related, or other changes that affect
the ability of Supplier to perform its obligation under this Agreement,
including Supplier's ability to comply with all JPMC Information/Technology
Control Policies.

     18.7 ETHICAL HACK. Supplier agrees that JPMC may conduct an Ethical Hack as
part of JPMC's normal information security due diligence review and compliance.
If vulnerabilities are identified as a part of the Services, Supplier will
promptly: (a) document Supplier's remediation proposal, (b) provide JPMC with
such documentation and reports on the status of modifications to correct such
vulnerabilities and (c) implement such remediation modifications as may be
required as a result thereof and as shall have been pre-approved by JPMC in
writing. Notwithstanding the foregoing, the parties acknowledge and agree that
Supplier shall have the right to remove from any documentation and/or report
provided by Supplier to JPMC hereunder, all customer or confidential information
of any other client of Supplier.

     18.8 BACKUP DISKS. As a part of the Services with respect to each Task
Order, Supplier shall provide off-site storage at the specified Supplier Service
Location, on a weekly basis, of all backup disks, data or materials of any type
whatsoever produced, in whole or in part, in connection with, or related to, the
performance by Supplier of its obligations under such Task Order, including
discs, tapes, other storage media, work papers, documentation code, and partial
drafts of documentation code ("Backed-Up Materials"). Supplier shall not
co-mingle Backed-Up Materials from different Task Orders or with the materials
of other customers of Supplier without JPMC's express prior written consent.

     18.9 DISASTER RECOVERY PLAN.

          (a) As part of the Services with respect to each Task Order, Supplier
shall: (i) develop and implement a disaster recovery plan, and obtain JPMC's
written approval thereto, within ninety (90) days after such Task Order
Effective Date, which plan shall be attached to the applicable Task Order, (ii)
update and test the operability of such plan once during every Task Order Year
that the plan is fully operational, (iii) certify to JPMC at least once during
every Task Order Year that the plan is fully operational and (iv) implement the
plan upon the occurrence of a disaster. Upon the occurrence of a disaster,
Supplier shall use its best efforts to reinstitute the Services within eight (8)
hours of the occurrence of a disaster but, in any event, shall reinstitute the
Services within twenty-four (24) hours of each occurrence. If the Services are
not fully reinstituted within twenty-four (24) hours of the occurrence of a
disaster, JPMC may terminate one or more Task Orders, without penalty and
without regard to Section 16.3 (Termination for Cause) hereof. In the event of a
disaster, Supplier shall not increase its charges under this Master Agreement,
the Agreement Collateral Documents or any Task Order, or charge JPMC usage fees
in addition to the Fees.

          (b) Supplier further agrees that with respect to each Task Order JPMC
may during the Task Order Term, for any reasonable reason whatsoever, request
that Supplier move


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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

all or some of the Supplier Personnel listed on such Task Order (Contingency
Plan Resources) to a location reasonably selected by JPMC (the "Contingency
Location") including, a location within India, a JPMC Location where Services
are provided, such other JPMC Location reasonably selected by JPMC, a Supplier
Location or third party location reasonably acceptable to JPMC and reasonably
equipped to facilitate performance of the Services. In the event of such a
request, Supplier agrees that it shall: (i) continue to provide the Services
without any disruption, (ii) promptly commence arrangements to move such
personnel to the Contingency Location and (iii) use commercially good faith
efforts to have such resources or a significant portion thereof relocated in no
more than ninety-six (96) hours from the time of the request. The parties
acknowledge and agree that the Supplier Personnel may change from time to time
upon mutual agreement of the Parties. A current list of the agreed upon Supplier
Personnel shall at all times remain with the JPMC Task Order Manager and the LOB
project manager, if any. If any Supplier Personnel are relocated pursuant to the
foregoing to a location outside of India, JPMC shall pay Supplier the then
applicable onsite rate for the applicable location.

          (c) Supplier agrees that at all times during the Task Order Term all
Supplier Personnel listed on such Task Order shall: (i) be authorized to work in
the United States or the appropriate jurisdiction mutually agreed upon in
writing by the parties outside of India and (ii) maintain valid visas or such
other similar work permits as may be required by the relevant jurisdiction to
permit such personnel to travel upon notice to such locations. A Force Majeure
Event shall only excuse Supplier's obligations to relocate personnel as
described herein as set forth in Section 19.13 (Force Majeure) including that
Supplier use reasonable precautions to prevent such events and Supplier agrees
to use commercially good faith efforts to take such reasonable precautions.

19.  MISCELLANEOUS PROVISIONS.

     19.1 SURVIVAL. In addition to those provisions of this Agreement which by
their express terms survive the expiration or earlier termination of this
Agreement, the terms of Article 1 (Definitions and Construction), Section 6.3
(Reports), Article 7 (Intellectual Property Rights; Work Product; Acceptance
Procedures), Article 9 (Taxes), Article 10 (Audits), Article 11
(Confidentiality; Compliance with Privacy Policies), Article 12 (Representations
and Warranties), Article 13 (Indemnities), Article 14 (Damages), Article 17 (End
of Term Assistance), Section 18.4 (Access by Regulatory Authorities) and Article
19 (Miscellaneous Provisions) shall survive the expiration or earlier
termination of this Agreement.

     19.2 NOTICES. All notices, consents, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given or delivered if: (a) delivered personally, (b) five (5) days after
mailed postage prepaid by certified mail, return receipt requested, with proper
postage prepaid, (c) delivered by facsimile if a confirmation copy is
immediately mailed by the sender postage prepaid by certified mail, return
receipt requested as provided in (b) above or (d) delivered by recognized
courier contracting for same day or next day delivery:


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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          To JPMC:

          If by Mail
          JPMorgan Chase Bank
          General Services, Contracts
          Attn: Contracts Manager
          P.O. Box 710638
          Columbus, OH 43271-0638
          JPMC Agreement No. ____________

          If by Courier

          JPMorgan Chase Bank
          General Services, Contracts
          Attn: Contracts Manager
          1111 Polaris Parkway, Suite B3 OH1-0638 Columbus, OH 43240
          JPMC Agreement No. _____________

          with copies to:

          JPMorgan Chase Bank
          Legal Department
          Attn: Work Flow Manager
          25th Floor
          1 Chase Manhattan Plaza
          New York, NY 10081
          JPMC Agreement No. _____________
          Fax: (212) 383-0800

          And to the appropriate contact for notices set forth in the Task Order
          To Supplier:

          Virtusa Corporation
          2000 West Park Drive
          Westborough, MA 01581

or at such other address as the Parties hereto shall have last designated by
notice to the other Party. Any item delivered personally or by recognized
courier contracting for same day or next day delivery shall be deemed delivered
on the date of delivery. Facsimile deliveries shall be deemed delivered on the
date of transmission by the sender provided sender has evidence of successful
transmission and receipt. Any item mailed shall be deemed to have been delivered
on the date evidenced on the return receipt.

     19.3 ASSIGNMENT, BINDING EFFECT. Neither this Agreement, nor the
obligations of either Party, may be transferred or assigned by either Party
without the prior written consent of the other Party, such consent not to be
unreasonably delayed or withheld, (it being acknowledged and agreed that what is
reasonable shall be determined by JPMC in its discretion).


                                       54

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Notwithstanding the foregoing JPMC may assign its rights and duties hereunder,
in whole or in part at any time, and from time to time, without Supplier's prior
consent, to any Affiliate or in connection with a merger, reorganization, stock
sale or sale of all or substantially all of JPMC 's assets. Any attempt to
assign this Agreement other than as set forth above shall be null and void. This
Agreement shall be binding on the Parties and their respective successors and
permitted assigns.

     19.4 WAIVER. A waiver by either of the Parties hereto of any breach by the
other Party of any of the terms, provisions or conditions of this Agreement or
the acquiescence of either Party hereto in any act (whether commission or
omission) which but for such acquiescence would be a breach as aforesaid, shall
not constitute a general waiver of such term, provision or condition of any
subsequent act contrary thereto.

     19.5 ENTIRE AGREEMENT; AMENDMENTS. Except as expressly provided in this
Agreement, this Master Agreement and the Agreement Collateral Documents,
represent the entire agreement between the Parties with respect to its subject
matter, and there are no other representations, understandings or agreements
between the Parties relative to such subject matter. No amendment to, or change,
waiver or discharge of, any provision of this Agreement shall be valid unless in
writing and signed by an authorized representative of both Parties.

     19.6 EEOC. Unless exempt, Supplier will comply with U.S. Department of
Labor regulations regarding (a) equal employment opportunity obligations of
government contractors and subcontractors, 41 Code of Federal Regulations
("CFR") Section 60.1.4 (a)(1)-(7); (b) employment by government contractors of
Vietnam-era and disabled veterans, 41 C.F.R. Section 60-250.4 (a)-(m); (c)
employment of the physically handicapped by government contractors and
subcontractors, 41 C.F.R. Section 60-741.4 (a)-(f); (d) developing written
affirmative action programs, 41 C.F.R. Section 60-2.1, 60-250.5 and 60-741.5;
(e) certifying no segregated facilities, 41 C.F.R. Section 60-1.8(f); (f) filing
annual EEO-1 reports, 41 C.F.R. Section 60-1.7; and (g) utilizing minority-owned
and female-owned business concerns, 48 C.F.R. Section 52-219.9 and 52-219.12,
all of which are incorporated herein by reference.

     19.7 PUBLICITY. Supplier shall not furnish the name, trademark or
proprietary indicia of JPMorgan Chase & Co., or any subsidiary or Affiliate
thereof (including JPMC) as a reference, or utilize the name, trademark or
proprietary indicia of JPMorgan Chase & Co. or any subsidiary or Affiliate
thereof (including JPMC) in any advertising, announcements, press releases or
other promotional materials including testimonials, quotations, case studies,
and other endorsements. No exceptions are granted without the prior written
consent of Brand Administration Group, Marketing and Communications, of JPMorgan
Chase & Co., such consent to be granted or withheld in the sole and absolute
discretion of JPMorgan Chase & Co.

     19.8 HEADINGS. The Section and Subsection headings in this Agreement are
inserted solely as a matter of convenience and for reference, and shall not be
considered in the construction or interpretation of any provision hereof. Unless
the context otherwise specifically requires, all references to Sections of this
Agreement shall refer to all Subsections thereof


                                       55

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

     19.9 SEVERABILITY. If a court of competent jurisdiction hereof declares any
provision invalid, such provision shall be ineffective only to the extent of
such invalidity, so that the remainder of that provision and all remaining
provisions of this Agreement will continue in full force and effect.

     19.10 NONDISCLOSURE OF TERMS. Each Party agrees for itself, its agents, and
representatives that the terms of this Agreement are confidential, and neither
Party shall disclose any of the terms hereof to any third party (except for
disclosure reasonably made to legal representatives and accountants) without the
prior written consent of the other Party or as may be required by either Party
to comply with applicable U.S. laws or regulations.

     19.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.

     19.12 REGULATORY MATTERS. Supplier shall notify JPMC and any Task Order
Manager of any material claim or demand which is communicated to Supplier from
any Governmental Agency, regarding Supplier's activities (provided such claim or
demand is related to this Agreement) or any action pertaining to the foregoing
which is commenced against Supplier by any person or Governmental Agency and
shall keep JPMC apprised of the status and/or disposition of all such claims,
demands and litigation.

     19.13 FORCE MAJEURE. To the extent that either Party's performance of any
of its obligations pursuant to this Agreement is prevented, hindered or delayed,
directly or indirectly, by a Force Majeure Event, and such non-performance could
not have been prevented by reasonable precautions, then the non-performing Party
shall be excused from any further performance of those obligations. The
non-performing Party shall only be excused for so long as such Force Majeure
Event continues and such Party continues to use its best commercial efforts (or
cause its subcontractor to use best commercial efforts) to recommence
performance whenever and to whatever extent possible without delay, including
through the use of alternate sources, work around plans or other means. The
Party whose performance is prevented, hindered or delayed by a Force Majeure
Event shall immediately notify the other Party by telephone of the occurrence of
the Force Majeure Event and describe the Force Majeure Event in reasonable
detail (to be confirmed in writing within two days of the inception of such
delay). If any Force Majeure Event prevents or restricts Supplier's performance
of any of the Services and Supplier does not within three (3) consecutive days
recommence provision of those Services, JPMC may, upon notice to Supplier,
terminate the affected Task Orders. The occurrence of a Force Majeure Event does
not limit or otherwise affect Supplier's obligation to provide either normal
recovery procedures or any other disaster recovery services required pursuant to
JPMC Information/Technology Control Policies. Whenever a Force Majeure Event
causes Supplier to allocate limited resources between or among Supplier's
customers, JPMC shall receive equal priority respect of such allocation. If
Supplier is unable to perform, in whole or in part, due to a Force Majeure
Event, and if requested by Supplier, JPMC shall use commercially reasonable
efforts to assist Supplier to restore Supplier's performance under this
Agreement, and in that event all of JPMC's additional costs and expenses related
to JPMC's efforts shall be reimbursed


                                       56

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

by Supplier. Notwithstanding the foregoing, Supplier will not be excused from
performance under this provision to the extent that compliance with Supplier's
plan would reasonably be expected to avoid any such nonperformance.

     19.14 DISPUTE RESOLUTION.

          (a) Contract Managers. All disputes arising under or relating to this
Agreement shall be referred to Supplier Task Order Manager and a representative
of JPMC designated by JPMC prior to the escalation of such dispute. If the
dispute is not resolved within three (3) days after such referral, the Parties
shall immediately escalate the dispute pursuant to Subsection 19.14(b)
(Engagement Managers) below.

          (b) Engagement Managers. Immediately upon receipt of the notice of the
dispute, the Engagement Manager and a representative of JPMC designated by JPMC
shall work to resolve the dispute. If the dispute is not resolved within 5 days
after such referral, the Parties shall immediately escalate the dispute to the
President of Supplier and a senior executive of JPMC. If the dispute is not
resolved within three (3) days after such referral, the parties shall
immediately submit the dispute for negotiation pursuant to Subsection 19.14(c)
(Negotiation) below.

          (c) Negotiation. Immediately upon receipt of the notice of the
dispute, the Parties' designated representatives shall meet (including by
teleconference) for the purpose of resolving the dispute by negotiation in good
faith. Upon the conclusion of the negotiation, the Parties' designated
representatives will produce a joint written recommendation, including actions
to be taken with respect to any issues not agreed upon or remaining unresolved.
The Parties agree to be bound by any such joint written recommendation.

          (d) Continuity of Services. Supplier acknowledges that the performance
of its obligations pursuant to this Agreement is critical to the business and
operations of JPMC. Accordingly, in the event of a dispute between JPMC and
Supplier, Supplier shall continue to perform its obligations under this
Agreement in good faith during the resolution of such dispute unless and until
this Agreement is terminated in accordance with the provisions hereof. JPMC
shall not be excused from its payment obligations hereunder during the dispute
resolution process.

          (e) Right to Terminate and/or Litigate. Notwithstanding anything to
the contrary in this Section 19.14 (Dispute Resolution), this Section 19.14
(Dispute Resolution) will not be construed to prevent either Party from: (i)
terminating this Agreement pursuant to Section 16 (Term; Termination); or (ii)
instituting litigation to (A) avoid, based on a well-founded belief, the
expiration of any limitations period applicable to a particular claim, (B)
preserve a superior position with respect to creditors, (C) seek a temporary
restraining order or other immediate injunctive relief or (D) if the Party who
wishes to institute the litigation has in good faith attempted the negotiation
described in Paragraph (b) above and objectively believes in good faith that it
has and will continue to fail to resolve the Parties dispute or disputes.


                                       57

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

     19.15 GOVERNING LAW; VENUE. This Agreement and any action arising hereunder
shall be construed in accordance with and be governed by the laws of the State
of New York, without regard to the United Nations Convention on the
International Sale of Goods. Each Party irrevocably agrees that any legal
action, suit or proceeding brought by it in any way arising out of this
Agreement must be brought solely and exclusively in the United States District
Court for the Southern District of New York, or in the state courts of the State
of New York, as appropriate and the parties hereby irrevocably waive, to the
fullest extent permitted by applicable law, any objection which they may now or
hereafter have to the laying of venue of any such proceeding brought in such
courts and any claim that any such proceeding brought in such courts has been
brought in an inconvenient forum. If the UCITA is enacted as part of the law of
the aforementioned state, said statute shall not govern any aspect of this
Agreement, any license granted hereunder, nor any of the Parties' rights and
obligations arising pursuant to this Agreement. This Agreement and the Parties'
rights and obligations hereunder shall be governed by the law as it existed
prior to the enactment of the UCITA.

     19.16 RELATIONSHIP OF PARTIES.

          (a) Nothing in this Agreement shall constitute or be deemed to
constitute a relationship of employer and employee, agency, joint venture or
partnership between the Parties hereto or constitute or be deemed to constitute
one Party as agent of the other, for any purpose whatsoever, and except as
expressly provided herein, neither Party shall have the authority or power to
bind the other, or to contract in the name of or create a liability against the
other, in any way or for any purpose.

          (b) Supplier alone shall be responsible for all payments due to
Supplier Personnel and/or Subcontractors, including (where applicable) wages,
reimbursement of expenses, remittance to proper authorities of all required
income and social security withholding taxes, unemployment insurance payments
and taxes, disability insurance payments and taxes and all other wages, amounts
or benefits owed to or payable to or on behalf of such person. Supplier shall
take full responsibility for discharging all obligations imposed by federal,
state or local law, ordinance, regulation or order (now or hereafter in force)
and for any actual losses and direct damages (including fines, penalties and
costs) incurred by JPMC by virtue of Supplier's or its Subcontractor's failure
to perform or properly perform such obligations. Neither Supplier Personnel nor
its Subcontractors is eligible for or entitled to participate in or be covered
by, any employee benefit program or policy sponsored by or through JPMC, nor are
Supplier Personnel or Subcontractors eligible for, or entitled to, any form of
compensation from JPMC or any benefits provided by JPMC to its employees
(including group insurance, pension plan and savings plan benefits).

          (c) During the Term, Supplier is free to conduct outside business
activities, provided, however, that no such activities shall constitute a
conflict of interest with JPMC, and that such activities shall not interfere
with Services provided hereunder. The parties agree that during the Term,
Supplier shall use its best efforts (on a non-exclusive basis, subject, however,
to the provisions of this Agreement) in providing the Service(s) required by
JPMC. This Section 19.16 (Relationship of the Parties) shall survive termination
of the Agreement.


                                       58

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

     19.17 THIRD PARTY BENEFICIARIES. Except as specified in this Agreement, the
Parties do not intend to create any obligations of or any rights, causes of
action or benefits in favor of any person or entity other than JPMC, a JPMC
Affiliate (as defined in the form of Task Order attached hereto) or Supplier.

     19.18 INTERPRETATION OF DOCUMENTS. In the event of a conflict between: (i)
the terms of this Agreement (excluding the Agreement Collateral Documents), and
the terms of any Agreement Collateral Document, then the terms of this Agreement
(excluding the Agreement Collateral Documents) shall prevail, (ii) the terms of
this Agreement (excluding the applicable Task Order) and the terms of the
applicable Task Order, then the terms of such applicable Task Order shall
prevail, and (iii) any reference in this Agreement to an article, section or
exhibit, and the heading of such article, section or exhibit referred to in
connection therewith, then the heading of such article, section or exhibit
referred to in connection therewith shall prevail.

     19.19 NO INTERFERENCE. Nothing contained in this Agreement shall be deemed
to preclude either party from: (a) entering into arrangements that are the same
as or are similar to the arrangement described in this Agreement with any other
entities (including entities that provide services that are the same as or are
similar to the Services), (b) including in any products or services it offers
any products or services that are the same as or are similar to the Services or
(c) providing in any other manner any such products or services.

     19.20 COVENANT OF FURTHER ASSURANCES. JPMC and Supplier covenant and agree
that, subsequent to the execution and delivery of this Agreement and, without
any additional consideration, each of JPMC and Supplier shall execute and
deliver any further legal instruments and perform any acts which are or may
become necessary to effectuate the purposes of this Agreement.

     19.21 NEGOTIATED TERMS. The Parties agree that the terms and conditions of
this Agreement are the result of negotiations between the Parties and that this
Agreement shall not be construed in favor of or against any Party by reason of
the extent to which any Party or its professional advisors participated in the
preparation of this Agreement.

     19.22 SUPPLIER DIVERSITY. It is the policy of JPMC through its Supplier
Diversity initiative that certified minority business enterprises ("MBEs"),
women business enterprises ("WBEs") (collectively "MWBEs"), Disabled Business
Enterprises ("DBE"), and Veteran Business Enterprises ("VBE") shall have equal
opportunity to bid on JPMC contracts and to participate in the performance of
contracts for goods and services with JPMC and its prime suppliers. MWBEs, DBE
and VBE are collectively referred to as "Diverse Suppliers". Specific to this
Agreement, the utilization goal for Diverse Suppliers is five percent (5%) of
the spend under this Agreement. On an ongoing basis, Supplier shall:

          (a) Identify the actions, programs or efforts to be undertaken to seek
to comply with the stated policy regarding the goods and services specifically
identifiable to the Services to be provided under this Agreement;


                                       59

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (b) Identify procurement opportunities that may exist relating to this
Agreement that include, or may include, Diverse Supplier participation in the
direct production or distribution of Supplier's products or services
(collectively, "Direct Opportunities");

          (c) Identify indirect products and services that Supplier purchases to
run its day-to-day operations that may be purchased from Diverse Suppliers
(collectively, "Indirect Opportunities"); and

          (d) Submit a Second-Tier Quarterly Report in the form required by JPMC
within six (6) weeks after the end of each calendar quarter (i.e., May, August,
November, and February of each year). This report will list all certified
Diverse Suppliers that Supplier utilized through Direct Opportunities or will
provide an accounting of the indirect dollars allocated to JPMC as calculated
from the "percent of sales" methodology, during the previous quarter and any
other information as JPMC may request from time to time. Supplier is also
encouraged to list all efforts made during the quarter to increase its support
of Diverse Suppliers. Supplier will contact a representative from the JPMC
Vendor Diversity group to receive an explanation of the quarterly reporting
process. For information regarding JPMC certification requirements, Supplier
should contact a Suppler Diversity representative or visit the JPMC Supplier
Diversity website at www.ipmorganchase.com/supplierdiversity.

     Without in any way limiting what constitutes a material breach under this
Agreement, Supplier acknowledges that its failure to comply with the provisions
of this Section 19.22 (Supplier Diversity) will constitute a material breach of
the terms and conditions of this Agreement.

     IN WITNESS WHEREOF, JPMorgan Chase Bank and Supplier have caused duly
authorized representatives of their respective companies to execute this Master
Service Provider Agreement as of the Agreement Effective Date.

JPMORGAN CHASE BANK                     VIRTUSA CORPORATION


By: /s/ Joseph F. Mald                  By: /s/ Danford Smith
    ---------------------------------       ------------------------------------
Printed Name: Joseph F. Mald            Printed Name: Danford Smith
Title: Senior Vice President            Title: President


                                       60
<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                           MASTER AGREEMENT EXHIBIT A

                               TASK ORDER TEMPLATE

                        TASK ORDER NO. _______ (PROJECT)

1. JPMC Agreement Name: Master Service Provider Agreement dated ____________
("Master Agreement")

2. Project Name: _______________________________________________________________

3. Contracting Parties:

<TABLE>
<CAPTION>
               SUPPLIER                                   JPMC
               --------                                   ----
<S>                                     <C>
Supplier Name: __________("Supplier")   JPMC Entity: __________________ ("JPMC")

Address: ____________________________   Address: _______________________________
         ____________________________            _______________________________
         ____________________________            _______________________________

State of Incorporation: _____________   State of Incorporation: ________________

Supplier Task Order Manager: ________   JPMC Task Order Manager: _______________

                                        JPMC Line of Business/
                                        Corporate Group: _______________________
</TABLE>

4. EFFECTIVE DATE OF THIS TASK ORDER: ____________________________ ("Task Order
Effective Date")

5. TERM:

     INITIAL TERM:______________, commencing on the Effective Date of this Task
     Order and ending on ________ (unless terminated earlier pursuant to the
     terms and conditions of the Master Agreement).

     RENEWAL TERM:___________ additional terms of ___________ months/years (in
     accordance with the terms set forth in Section 14(c), below.

     (Initial Term and Renewal Term shall be referred to collectively in this
     Task Order as the "Task Order Term")

6. SERVICES: Supplier shall provide to JPMC the Services and deliver the Work
Product as set forth in Task Order Exhibit A ("Statement of Work"). [FOR
APPLICATION DEVELOPMENT/PROJECT DEVELOPMENT, STATEMENT OF WORK SHOULD CONTAIN
DELIVERY SCHEDULE].

7. SERVICE LEVELS: As set forth on Task Order Exhibit B.

8. ACCEPTANCE CRITERIA: [As set forth in Master Agreement or Statement of Work]
[APPLIES TO APPLICATION DEVELOPMENT/PROJECT DEVELOPMENT TASK ORDERS]

9. SUPPLIER TOOLS, SUPPLIER SOFTWARE AND SUPPLIER MACHINES AND JPMC SOFTWARE: As
set forth on Task Order Exhibit C.


                                       61

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

10. SUPPLIER SERVICE LOCATION(S): ______________________________________________

Supplier shall not add or change any Supplier Service Location without the
express written authorization of JPMC in each instance.

11. FEES:

     The Fees (including, to the extent permitted by Task Order Exhibit E
hereto, the reimbursement of out-of-pocket expenses) for services performed in
connection with this Task Order shall be as set forth on Task Order Exhibit E
hereto, subject to the provisions of Section 8.1 of the Master Agreement.
Supplier shall provide to JPMC invoices relating to Services provided hereunder
in accordance with the payment schedule set forth in Task Order Exhibit E. JPMC
shall render payments to Supplier as set forth I Section 8.2 of the Master
Agreement after receipt of an invoice. All invoices from Supplier under this
Task Order shall be sent to JPMC at the following bill-to-address:

          [LOB]
          JPMorgan Chase
          JPMC TO PROVIDE BILLING ADDRESS

12. DISASTER RECOVERY PLAN: As set forth on Task Order Exhibit D. During the
Task Order Term JPMC may, for any reasonable reason whatsoever, request that
Supplier move all or some of the Supplier Personnel listed on Task Order Exhibit
D (Contingency Plan Resources) attached hereto to a location reasonably selected
by JPMC (the "Contingency Location") including, without limitation, a JPMC
Location in the United States or off-shore, a Supplier Service Location in the
United States or the country in which Supplier is performing the Services or a
third party location reasonably equipped to facilitate performance of the
Services. In the event of such a request, Supplier agrees that it shall (a)
continue to provide the Services without any disruption, (b) promptly commence
arrangements to move such personnel to the Contingency Location and (c) use
commercially good faith efforts to have such resources or a significant portion
thereof relocated in no more than 96 hours from the time of the request. The
parties acknowledge and agree that the Supplier Personnel listed on Task Order
Exhibit D may change from time to time upon mutual agreement of the Parties. A
current list of the agreed upon Supplier Personnel shall at all times remain
with the JPMC Task Order Manager and the LOB project manager, if any. In the
event that any Supplier Personnel are relocated pursuant to the foregoing to a
location outside of the country in which such Supplier Personnel was performing
services, JPMC shall pay Supplier the then applicable onsite rate for the
applicable location. Supplier agrees that at all times during the Task Order
Term all Supplier Personnel listed on Task Order Exhibit D-1 shall (a) be
authorized to work in the United States (b) maintain valid visas or such other
similar work permits as may be required by the relevant jurisdiction in the
United States to permit such personnel to travel upon notice to such locations.
A Force Majeure Event shall only excuse Supplier's obligations to relocate
personnel as described herein as set forth in Section 19.13 including that
Supplier use reasonable precautions to prevent such events and Supplier agrees
to use commercially good faith efforts to take such reasonable precautions.

13. PERSONNEL:

     SUPPLIER KEY PERSONNEL:

<TABLE>
<CAPTION>
ROLE   NAME
----   ----
<S>    <C>

</TABLE>

     JPMCPERSONNEL:

<TABLE>
<CAPTION>
ROLE   NAME
----   ----
<S>    <C>

</TABLE>


                                       62

<PAGE>

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

14. ADDITIONAL TERMS AND CONDITIONS:

     a. Definitions.

          (i) "Other Task Orders" shall mean, collectively, all Task Orders
     except for this Task Order.

          (ii) "Task Order" shall mean, collectively, (i) this Task Order to the
     Master Agreement, (ii) the Master Agreement (excluding any Other Task
     Orders), and (iii) the Task Order Collateral Documents.

          (iii) "Task Order Collateral Documents" shall mean any and all
     exhibits, schedules, appendices and other documents attached hereto and
     incorporated by reference herein, and/or which, by their terms, expressly
     refer to and incorporate this Task Order.

          (iv) "Task Order Year" shall mean each twelve (12) month period during
     the Task Order Term, commencing on the Task Order Effective Date and on
     each anniversary of the Task Order Effective Date thereafter.

     b. Interpretation of Documents. This Task Order addresses the specific
terms and conditions relating to the Services and Work Product described herein
and constitutes a part of, and is intended to be attached to, the Master
Agreement. Except as otherwise expressly provided herein, (i) this Task Order
incorporates by reference all of the terms and conditions of the Master
Agreement and the Agreement Collateral Documents, (ii) all capitalized terms
that appear in this Task Order shall have the meanings ascribed to them in the
Master Agreement and the Agreement Collateral Documents, (iii) wherever the term
"JPMC" appears in the Master Agreement or the Agreement Collateral Documents,
such term shall expressly include JPMC Affiliate identified in this Task Order
as if such JPMC Affiliate were JPMC thereunder, (iv) JPMC Affiliate identified
in this Task Order shall be deemed a third party beneficiary under the Master
Agreement and the Agreement Collateral Documents (and as such, shall be entitled
to rely upon all rights, representations and warranties made by Supplier therein
to the same extent as if such JPMC Affiliate were JPMC thereunder), and (v) if
there shall be a conflict between (a) the terms and conditions of this Task
Order on the one hand, and the terms and conditions of the Master Agreement
together with the Agreement Collateral Documents, on the other hand, then the
terms and conditions of this Task Order shall prevail, and (b) the terms and
conditions of this Task Order (excluding any Task Order Collateral Documents) on
the one hand, and the terms and conditions of any Task Order Collateral Document
on the other hand, then the terms and conditions of this Task Order shall
prevail.

     c. Renewal Terms. JPMC shall have the right and option of renewing this
Task Order, upon the same Fees, terms and conditions as are set forth herein,
for the Renewal Terms set forth above, upon the expiration of the Initial Term,
provided however the Fees shall be adjusted as set forth in the Master Agreement
including Section 8.5 and Agreement Exhibits B and Gof the Master Agreement. For
JPMC to exercise its renewal rights, at least thirty (30) days prior to the
expiration of the Initial Term, or any Renewal Term, as the case may be, JPMC
shall notify Supplier that it wishes to renew this Task Order. If JPMC notifies
Supplier that it does not desire to renew this Task Order, or does not timely
notify Supplier of its desire to renew this Task Order, then this Task Order
shall automatically expire at the end of the Initial Term, or the Renewal Term,
as the case may be. Notwithstanding anything contained herein, this Task Order
shall remain in full force and effect until completion of any Services to be
rendered and delivery of any Work Product by Supplier pursuant to this Task
Order including any End of Term Assistance Services.

     d. Periodic Meetings. Pursuant to the terms and conditions contained in
Section 6.1 (Periodic Meetings) of the Master Agreement, the meetings between
JPMC's Task Order Manager and Supplier Task Order


                                       63

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Manager shall be held quarterly or more often if requested by JPMC in New York
City. The content covered in these periodic meetings is as detailed in Task
Order Exhibit F.

     e. Reports. Pursuant to the terms and conditions contained in Section 6.3
(Reports) of the Master Agreement, Reports containing the information set forth
in Task Order Exhibit F (Reports) attached hereto shall be delivered to JPMC at
the times indicated in such Exhibit. All reports created or produced by Supplier
in connection with Section 6.3 of the Master Agreement shall be deemed JPMC's
Confidential Information,

     f. Notices. The address(es) that Supplier shall send or give all notices or
other communications with respect to this Task Order pursuant to, and in
addition to, the terms and conditions contained in Section 19.2 (Notices) of the
Master Agreement, shall also be as follows:

          JPMorgan Chase Bank
          ______________________________________
          ______________________________________
          ______________________________________

          with a copy to:

          JPMorgan Chase Bank
          Legal Department
          One Chase Manhattan Plaza
          25th Floor
          New York, NY 10081
          Facsimile Transmission: (212) 383-0800

     g. Survival. In addition to those provisions of the Master Agreement and
the Agreement Collateral Documents which by their express terms survive the
expiration or earlier termination of the Master Agreement or the Agreement
Collateral Documents, as the case may be, the terms of Section 14(b)
(Interpretation of Documents), Section 14(g) and Section 14(h) of this Task
Order and any other section which must survive to give effect to its meaning
shall survive the expiration or earlier termination of this Task Order.

     h. Compliance with JPMC Information/Technologv Control and Related JPMC
Policies. Supplier's description of how Supplier and its Subcontractors shall
comply with the JPMC Information/Technology Control and Related JPMC Policies is
attached hereto as Task Order Exhibit G (Supplier's Statement of Compliance with
JPMC's Information/Technology Control Policies).

     IN WITNESS WHEREOF, JPMC and Supplier have caused duly authorized
representatives of their respective companies to execute this Task Order as of
the Task Order Effective Date.

JPMORGAN CHASE BANK


By:                                     By:
    ---------------------------------       ------------------------------------
Printed Name:                           Printed Name:
              -----------------------                 --------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------


                                       64

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                              TASK ORDER EXHIBIT A

                                Statement of Work

1. Description and Scope of Services and Work Product.

[NOTE TO AUTHORS OF TASK ORDERS: FOR MAINTENANCE, THIS SECTION SHOULD (A)
DESCRIBE THE BOUNDARIES OF THE APPLICATION(S) SUPPORTED BY THE SUPPLIER (LIST
JPMC CONTENT PROVIDED) AND (B) DETAIL EXACTLY WHAT MAINTENANCE ACTIVITIES ARE
COVERED BY THE SUPPLIER (E.Q., IS ANALYSIS OF BUGS COVERED, ARE REGULATORY FIXES
COVERED?). FOR DEVELOPMENT PROJECTS, THIS SECTION SHOULD DESCRIBE (A) THE
APPLICATION BEING BUILT, INCLUDING BUSINESS REQUIREMENTS, (B) THE OBJECTIVES OF
THE DEVELOPMENT, AND (C) WHAT PRECISELY THE SUPPLIER IS DOING (EA, FUNCTIONAL
SPECIFICATIONS, CODING, TESTING UP TO UAT). USUALLY, A LARGER SCOPE DOCUMENT IS
ATTACHED (E.Q., THE SPECS OR BUSINESS REQUIREMENTS OR AN ARCHITECTURAL DOCUMENT.
DOCUMENTATION TO BE PRODUCED BY SUPPLIER SHOULD BE SPECIFICALLY DETAILED (E.Q.,
ONLINE HELP, USER MANUALS, TECHNICAL DOCUMENTATION)]

As set forth and defined in Section 7.1 (g) of the Master Agreement the
following shall be deemed:

          (i) JPMC Work Product or

          (ii) Supplier Work Product

2. Responsibilities and Tasks.

     a. Suppliers Responsibilities and Tasks.

[NOTE TO AUTHORS OF TASK ORDER- THE FOLLOWING LIST SHOULD BE MODIFIED BASED ON
THE DETAILS OF THE SERVICES AND WORK PRODUCT TO BE PROVIDED BY SUPPLIER. EACH
ITEM SET FORTH BELOW SHOULD NOT NECESSARILY BE INCLUDED IN EACH TASK ORDER-- THE
SERVICES SHOULD BE DESCRIBED AS SPECIFICALLY AS POSSIBLE AND GENERALITIES SHOULD
BE AVOIDED]

          (i) Development and execution of a detailed knowledge acquisition and
     implementation plan (specifying the methodologies to be used and procedures
     to verify readiness of Supplier Location) for the transition of Services
     related to an Application or other such Services;

          (ii) Development of Specifications including a Design Document and
     Functional and Technical Specifications, such Specifications to be subject
     to the prior review and written approval by JPMC [Affiliate] using criteria
     reasonably determined by JPMC [Affiliate];

          (iii) Development and/or maintenance of the Application(s) described
     on such Statement of Work, including support of such Application(s) during
     the hours agreed and/or the development of Enhancements (including new
     releases and testing of such releases) and Error Corrections for such
     Application(s);

          (iv) Development of Documentation for any Work Product;

          (v) Development of operations training plans, subject to a mutually
     agreed-upon procedure, for review and approval by JPMC;

          (vi) Development of a Procedures Manual, detailing operations and
     procedures including the use of space, layout, physical plant
     characteristics and physical and system security of each Supplier Location,
     such Procedure Manual to be jointly developed and subject to the prior
     review and written approval by JPMC [Affiliate] using criteria reasonably
     determined by JPMC [Affiliate];


                                       65

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (vii) Development of detailed procedures, plans and methodologies to
     transfer Work Product and/or knowledge to JPMC;

          (viii) Design, implementation and maintenance of all Supplier Tools,
     Supplier Machines and Supplier Software interfaces required to perform the
     Services;

          (ix) Performance of any services, functions or responsibilities not
     specifically described in this Task Order, but which are required for the
     proper performance and delivery of the Services and Work Product, including
     the warranties and performance standards set forth in this Statement of
     Work and the Agreement;

          (x) Development of appropriate benchmarking information and
     adjustments, if any, with respect to the Services as required by JPMC
     [Affiliate]; [NOTE TO AUTHORS OF TASK ORDERS: THIS MAY APPLY TO BOTH
     MAINTENANCE AND DEVELOPMENT TASK ORDERS (P.Q., JPMC MAY HAVE THE SUPPLIER,
     AS PART OF THE SCOPE OF SERVICES, BENCHMARK THE PERFORMANCE OF THE
     APPLICATION'S DATABASE).]

          (xi) Development and implementation of Change Control Procedures;
     [NOTE TO AUTHORS OF TASK ORDERS: THE TASK ORDER EXHIBIT A (STATEMENT OF
     WORK) SHOULD DETAIL WHO THE PEOPLE ARE WHO ARE INVOLVED IN THE CHANGE
     CONTROL PROCEDURE. THE FORM AND PROCESS USED ARE PART OF THE MASTER
     AGREEMENT.]

          (xii) Ongoing achievement of all Service Levels, including providing
     ongoing customer service assistance to JPMC; [NOTE TO AUTHORS OF TASK
     ORDERS: MANDATORY FOR MAINTENANCE TASK ORDERS]

          (xiii) Performance of quality reviews by Supplier to ensure compliance
     with all requirements as well as continuous improvement; and [NOTE TO
     AUTHORS OF TASK ORDERS: MANDATORY FOR MAINTENANCE AND DEVELOPMENT TASK
     ORDERS.]

          (xiv) Performance of all End of Term Assistance Services. [NOTE TO
     AUTHORS OF TASK ORDERS: MANDATORY FOR MAINTENANCE AND DEVELOPMENT TASK
     ORDERS.]

     b. JPMC's Responsibilities and Tasks.

3. Timetable and Milestones.

[NOTE TO AUTHORS OF TASK ORDER: MAY NOT BE APPLICABLE FOR MAINTENANCE TASK
ORDERS. FOR DEVELOPMENT PROJECTS, AN APPROPRIATE TABLE MUST BE CREATED.]

4. Acceptance Specifications.

[NOTE TO AUTHORS OF TASK ORDER: MAY NOT BE APPLICABLE FOR MAINTENANCE TASK
ORDERS. FOR DEVELOPMENT PROJECTS, AN APPROPRIATE TABLE MUST BE CREATED. THIS
SHOULD INCLUDE THE TESTING PERIOD AND PROCEDURES AS WELL IF SUCH TESTING PERIOD
OR PROCEDURES DIVERGE FROM THOSE STATED IN THE MASTER AGREEMENT.]

5. Project Plan. The initial project plan for this Task Order is attached as
appendix A to this Task Order. Any modification to such plan shall be subject to
the terms of the Master Agreement, including Section 2.6 (Change Orders) thereof
as applicable.

     [NOTE TO AUTHORS OF TASK ORDERS: THE PROJECT PLAN IS PARTICULARLY IMPORTANT
FOR DEVELOPMENT PROJECTS]


                                       66

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                              TASK ORDER EXHIBIT B

                                 Service Levels


                                       67

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                              TASK ORDER EXHIBIT C

    Supplier Tools, Supplier Software and Supplier Machines and JPMC Software


                                       68

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                              TASK ORDER EXHIBIT D

                  Business Continuity / Disaster Recovery Plan


                                       69

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                              TASK ORDER EXHIBIT E

                                      Fees


                                       70
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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                              TASK ORDER EXHIBIT F

                           Periodic Meetings / Reports

1.   Reports:

At a minimum, the following reports should be provided:

WEEKLY REPORTS
SLA Summary and Report

MONTHLY REPORTS
SLA Summary Report
Task Order Summary Report
Category Summary Report
Call Reports
Open Items Report
Outsourcing Health (Performance vs. Objectives)
Outsourcing Utilization/Projection

Quarterly Reports
SLA Summary Report
Task Order Summary Report
Call Report
Open Items Report

Annual Report
Customer Satisfaction Survey

AD HOC REPORTS
Overview of continuous improvements

[NOTE TO AUTHORS: BEFORE DRAFTING THIS SUBSECTION, PLEASE DETERMINE WHICH
REPORTS WILL BE PROVIDED AND DETERMINE THE FORM AND CONTENT OF THE REPORTS TO BE
PROVIDED]

2.   Periodic Meetings:


                                       71

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                              TASK ORDER EXHIBIT G

                     Supplier's Statement of Compliance with
                 JPMC's Information/Technology Control Policies


                                       72

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                           MASTER AGREEMENT EXHIBIT B

                                PROFESSIONAL UNIT

Supplier may be paid for Services on the basis of a Professional Unit which will
be set forth in the applicable Task Order as a Professional Day or a
Professional Week.

A.   Payment for Services provided for a "Professional Day" is calculated
     according to the following formula:

(i) Except as provided in Paragraph B below, and subject to subsections (ii) and
(iii) of this Paragraph A., in consideration of Supplier's performing Services
under a Task Order for eight hours or more on any calendar day (including,
weekends and holidays), JPMC will pay Supplier therefor the amount described in
such Task Order as the amount for a Professional Day ("Professional Day
Amount").

(ii) [**************************************************************************
********************************************************************************
********************************************************************************
***********************.]

(iii)[**************************************************************************
********************************************************************************
********************************************************************************
*********************************].

B.   Payment for Services provided for a "Professional Week" is calculated
     according to the following formula:

(i) Except as provided in Paragraph A, and subject to subsections (ii) and (iii)
of this Paragraph B, in consideration of Supplier's performing Services under a
Task Order for forty (40) hours or more in any calendar week (including, but not
limited to, weekends and holidays), JPMC will pay Supplier therefor the amount
described in such Task Order as the amount for a Professional Week
("Professional Week Amount").

(ii) [**************************************************************************
********************************************************************************
********************************************************************************
********************************************************************************
*************************************************.]

(iii) [*************************************************************************
********************************************************************************
********************************************************************************
********************************************************************************
***************************************************.]


                                       73

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                           MASTER AGREEMENT EXHIBIT C

                          PRE-JPMC ASSIGNMENT STATEMENT

1. I understand that I am an employee of ______________ ("Contractor") and that
my provision of services for JPMorgan Chase Bank does not alter that status. I
understand that I am not eligible for, or entitled to, any employment status
with, or employment benefits of, JPMorgan Chase Bank.

2. I understand that JPMorgan Chase Bank's policies prohibit any concurrent
employment or assignment which creates a conflict of interest or interferes with
my provision of services to JPMorgan Chase Bank. I hereby confirm that I am not
so employed or assigned. I also agree to promptly advise Contractor and JPMorgan
Chase Bank should I become concurrently employed or assigned by a financial
institution or by a company primarily engaged in the issue, flotation,
underwriting, public sale or distribution of stocks, bonds or other similar
securities (such as a broker/dealer) while I provide services at JPMorgan Chase
Bank, and I understand that JPMorgan Chase Bank may permit such concurrent
employment or assignment without prejudice to subsequent objection to conduct
which creates a conflict or interference.

3. I further understand that while providing services at JPMorgan Chase Bank I
am obligated to conduct myself in accordance with any work rules in effect and
to abide by those principles of any applicable World Wide Rules in effect,
including but not limited to the obligation to report any observed or suspected
illegal activity to the Office of the Secretary of JPMorgan Chase Bank, not to
engage in insider trading based on information I become aware of or by virtue of
my provision of services at JPMorgan Chase Bank, and not to accept gifts for my
provision of services at JPMorgan Chase Bank.

4. I understand that I am not to operate or drive any motorized vehicle or
operate any machinery (except office machinery) on behalf of JPMorgan Chase Bank
without Contractor's prior written consent and that I am not authorized or
empowered to render professional opinions or to sign my name or the JPMorgan
Chase Bank name to any financial statement or tax return in connection with the
performance of services at JPMorgan Chase Bank or its affiliates.

5. Have you ever been assigned to or employed by J.P. Morgan Chase & Co.,
JPMorgan Chase Bank or any of their direct or indirect subsidiaries, affiliates
or predecessors, including The Chase Manhattan Corporation, The Chase Manhattan
Bank, Chemical Bank, The Chase Manhattan Bank, N.A., Manufacturers Hanover
Corporation, or Manufacturers Hanover Trust Company, J.P. Morgan & Co.
Incorporated or any of its direct or indirect subsidiaries, affiliates or
predecessors, including Morgan Guaranty Trust Company of New York (collectively
"JPMorgan Chase")?

[ ] No   [ ] Yes

Please specify assignment or position, along with dates of assignment or
employment:

________________________________________________________________________________

Were you involuntarily released from the assignment or position?

[ ] No   [ ] Yes

If "Yes", explain: _____________________________________________________________

6. Are any of your relatives (that is anyone related to you by blood, marriage
or law) or members of your household currently employed by or assigned to work
at JPMorgan Chase?


                                       74

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

[ ] No   [ ] Yes

Please specify name of relative or member of household, position and department:

________________________________________________________________________________

7. Have you ever been convicted of, plead guilty or no contest to, or entered
into a pre-trial diversion or similar program concerning any criminal offense
(e.g., a misdemeanor or a felony) involving a crime of dishonesty, breach of
trust, money laundering, or felony involving violence or drug offenses including
the illegal manufacture, sale distribution or trafficking in controlled
substances?

Do include any guilty pleas or convictions pursuant to a plea bargain or
pre-trial diversion program.

Do not include the following: (1) minor traffic violations, (2) convictions or
pleas as a youthful offender or juvenile, or (3) any criminal proceedings which
have been terminated in your favor (e.g., any acquittals or convictions which
have been deleted, voided, invalidated, expunged or sealed by a court).

NOTE: Responses concerning plea bargains or pre-trial diversions should not be
provided in states which restrict such inquiries. These states include, but may
not be limited to California.

[ ] No   [ ] Yes

If "Yes", explain: _____________________________________________________________

8. Have you been charged with or arrested for any criminal offense described
above for which you are awaiting disposition, dismissal, termination, further
court proceedings or a final resolution? Include any pending criminal case which
has been postponed pursuant to a pre-trial diversion or similar program.

NOTE: Responses concerning unresolved charges or arrests should not be provided
in states which restrict such inquiries. These states include, but may not be
limited to Arizona, California, Illinois, Indiana, Iowa, Kansas, Massachusetts,
Michigan, Minnesota, Nevada, New Mexico, Ohio, Rhode Island, Utah, Washington,
and West Virginia.

[ ] No   [ ] Yes

If "Yes", explain: _____________________________________________________________

9. If you answered 'yes' to either question seven or eight, please note that,
consistent with applicable law, a conviction or unresolved criminal charge or
arrest will not result in an automatic disqualification from your ability to
provide services at JPMorgan Chase Bank. As appropriate, factors such as the
date, nature, job relatedness and seriousness of the offense will

be considered. However, please be advised that the Federal Deposit Insurance Act
provides that ". . . any person who has been convicted of any criminal offense
involving dishonesty or a breach of trust, or money laundering, or has agreed to
enter into a pretrial diversion or similar program in connection with a
prosecution of such offense, may not participate, directly or indirectly, in the
conduct of the affairs of any insured depository institution . . .." Crimes
involving violence or drug offenses may come under this definition and JPMorgan
Chase Bank also has certain bonding requirements.

10. I agree to have my fingerprints taken in accordance with JPMorgan Chase
Bank's fingerprinting policy and to have my photograph taken and that law
enforcement agencies, including the FBI, will be contacted. I also agree that I
will be subject to a drug test in connection with my assignment with JPMorgan
Chase Bank. I further understand and agree that I am obligated to update any
information provided on this Statement.


                                       75

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

11. I understand that conversations on JPMorgan Chase Bank's telephone lines may
be monitored by or on behalf of JPMorgan Chase Bank, and, from time to time,
such telephone conversations will be recorded by or on behalf of JPMorgan Chase
Bank. Voicemail and computer usage (including, but not limited to, e-mail and
internet usage) may also be monitored by or on behalf of JPMorgan Chase Bank as
well. Personal telephone conversations conducted during such monitoring and/or
recording are also subject to such monitoring and/or recording until such time
as JPMorgan Chase Bank can determine the non-business nature of the call.
JPMorgan Chase Bank reserves the right to use the recordings and information
obtained from them in any manner permitted by law.

12. I understand and agree to the terms of this Statement and certify that the
statements made in this Statement are true and correct to the best of my
knowledge and I understand and agree that any misstatement or omission of fact
or failure to properly update this information will result in termination of
provision of services at JPMorgan Chase Bank.


Signature:
           --------------------------
Print Name:
            -------------------------
Home Address:
              -----------------------

-------------------------------------
Home Phone:
            -------------------------
Date:
      -------------------------------


                                       76

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                           MASTER AGREEMENT EXHIBIT D

                  CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

I, __________________, understand that ________________ ("Contractor") may
assign me to perform services for JPMorgan Chase Bank, or a parent corporation,
affiliate or subsidiary thereof (hereafter collectively, "JPMorgan Chase"),
which placement will require the strictest confidence and sensitivity. In
consideration of my employment by Contractor and, as a term of that employment,
I agree:

1. I have been advised by Contractor that the services Contractor may assign me
to perform for JPMorgan Chase will involve documents, data and information of a
highly sensitive, confidential and proprietary nature or which may constitute
trade secrets ("Confidential Information"). This Confidential Information is
described and defined in Appendix 1 attached to this Agreement and includes any
copies or extracts of such information (in any form).

2. I assure Contractor that I shall, at all times while providing services at
JPMorgan Chase, hold in confidence all Confidential Information which I have
access to, learn, observe or obtain during my assignments. I shall not disclose,
remove, copy or utilize (or permit to be disclosed, removed, copied or utilized)
in any form any such Confidential Information unless I am expressly authorized
in writing by a representative of JPMorgan Chase. I further agree that I will
promptly advise Contractor and JPMorgan Chase of any unauthorized use, removal,
copy or disclosure of Confidential Information by anyone, including myself.

3. If I cease to provide services to JPMorgan Chase for any reason or at any
time upon JPMorgan Chase's request, I will immediately return to JPMorgan Chase
all Confidential Information in my possession or control. If I become legally
compelled by an order of a court or governmental agency to disclose any
Confidential Information, I will provide JPMorgan Chase with prompt written
notice to JPMorgan Chase Bank, c/o J.P. Morgan Chase & Co., Legal Department,
One Chase Manhattan Plaza, 26th Floor, New York, NY 10081, Attn: Philip A.
Goldstein, Counsel; Facsimile: (212) 552-4723; Telephone: (212) 552-1630, and
_________________________________ [INSERT VENDOR CONTACT INFORMATION] so that
JPMorgan Chase and Contractor may assert whatever interest either or both have
in the information prior to disclosure by me.

4. I understand that if I disclose, copy, remove or misuse any Confidential
Information in violation of this Agreement and threaten or cause damage to
Contractor or JPMorgan Chase, I will be responsible to and will indemnify
Contractor and JPMorgan Chase.

5. I also recognize that indemnification and money are not adequate to
compensate for a breach or threatened breach of this Agreement and would cause
irreparable injury to JPMorgan Chase. I, therefore, agree that even without
proving monetary damages, that Contractor and its client, JPMorgan Chase, are
entitled to temporary and permanent injunctive relief against such breaches.
Such permanent or temporary injunctive relief will not limit any other remedies
which may result from the breach or threatened breach of the promises I am
making in this Agreement.

6. I will not use JPMorgan Chase's name without JPMorgan Chase's prior written
consent. I also agree not to use any material obtained or prepared in connection
with my placement at JPMorgan Chase for any purpose not related to JPMorgan
Chase's business(es).

7. I agree that during the period of my provision of services at JPMorgan Chase
and for a period of two (2) years after that, I will not -- either for myself or
any other person or entity -directly or indirectly, solicit, lure away (or
attempt to solicit or lure away) any JPMorgan Chase customers who were serviced
by me or whose names became known to me while I was providing services at
JPMorgan Chase.

8. Neither this Agreement nor my obligations under this Agreement may be
assigned to any other party.


                                       77

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

9. This Agreement contains the entire understanding of the parties hereto with
regard to the subject matter contained herein or therein, and supersedes all
other prior agreements, understandings or letters of intent between the parties
hereto whether written or oral. This Agreement shall not be amended, modified or
supplemented except by a written instrument signed by an authorized
representative of each of the parties hereto.

10. This Agreement shall be governed by and construed in accordance with the law
of the State of New York without regard to conflict of laws. I agree that all
actions arising hereunder shall be brought in the courts of the State of New
York sitting in New York County. I expressly consent to the jurisdiction of New
York courts and waive my right to trial by jury with respect to this Agreement.

11. This Agreement shall survive my employment relationship with Contractor.


Signature:
           --------------------------
Print Name:
            -------------------------
Home Address:
              -----------------------

-------------------------------------
Home Phone:
            -------------------------
Date:
      -------------------------------


                                       78

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                    APPENDIX 1 TO MASTER AGREEMENT EXHIBIT D

                     DEFINITION OF CONFIDENTIAL INFORMATION

     Confidential, trade secrets or proprietary information (hereinafter
collectively, "Confidential Information") shall include any information of
JPMorgan Chase Bank and its parent, J.P. Morgan Chase & Co., and any present or
future direct or indirect affiliates or subsidiaries of such entities
(hereinafter collectively, "JPMorgan Chase") not generally known to the public.
Confidential Information includes, without limitation, any trade secrets or
proprietary information concerning JPMorgan Chase, its sales, personnel or
accounting procedures, accounts, operations, devices, techniques, methods,
business plans, software, software codes, data processing programs, data bases,
models, secret processes, products, capacities, systems, security practices,
research, development, machines and adoption thereto, inventions, research
projects and other means used by JPMorgan Chase in the provision of Service(s)
to customers and in the conduct of business, whether developed, acquired or
compiled by JPMorgan Chase, whether tangible, recorded or otherwise, and without
regard to the form of recordation or the state of completion.

     Confidential Information further includes information concerning customers
and prospective customers of JPMorgan Chase, and the affairs and business
activities of JPMorgan Chase and/or its customers. This includes trade secrets
and proprietary information concerning accounts, financial standing, investment
holdings and other personal financial data compiled by JPMorgan Chase and/or
provided by customers, specific financial needs and requirements with respect to
investments, financial position and standing, leads, referrals and references to
customers, holding book or customer book pages, assets and obligations carried
in accounts of customers, and all records and documents concerning the business
and affairs of JPMorgan Chase and/or customers whether developed, compiled or
acquired by JPMorgan Chase, whether tangible, recorded or otherwise, and without
regard to the form of recordation or the state of completion.

     Confidential Information also includes the identity of and any and all
confidential or proprietary information or data belonging to or concerning any
JPMorgan Chase customers and any third parties which is in the possession,
custody or control of JPMorgan Chase.

     Confidential Information further includes any idea or concept whether or
not it has been reduced to tangible form, and any and all work compiled,
acquired or produced by assignment personnel in connection with their assignment
to JPMorgan Chase. Confidential Information shall not include any information
which is presently in the possession and control of assignment personnel
independent of their relationship with JPMorgan Chase, or which became known to
such assignment personnel independent of their assignment at JPMorgan Chase or
which was developed by the assignment personnel and was not based upon or
derived from Confidential Information of JPMorgan Chase.


                                       79

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                           MASTER AGREEMENT EXHIBIT E

     STATEMENT OF JPMC DOMESTIC FINGERPRINTING POLICY FOR CONTINGENT WORKER
                          PROVIDERS/SERVICING AGENCIES

     Contractor's Personnel assigned to work on JPMorgan Chase premises must be
fingerprinted no later than the first day of their assignment and such results
must be in compliance with the Financial Institutions Reform Recovery and
Enforcement Act (FIRREA) and the JPMorgan Chase Requirements in order to remain
on assignment at JPMorgan Chase. If more than six (6) months have elapsed since
the completion of a prior assignment, Contractor's Personnel must be
re-fingerprinted when the next assignment begins. It is Contractor's
responsibility to notify the applicable JPMorgan Chase business areas when any
of Contractor's Personnel are assigned to JPMorgan Chase premises and must do so
on or before the first date of assignment.

     Contractor's Personnel assigned to work off JPMorgan Chase premises, but
who have access to JPMorgan Chase's systems, data or certain intellectual
property/confidential material, will be subject to fingerprinting at the
discretion of the applicable JPMorgan Chase business areas. Contractor must
notify the applicable JPMorgan Chase business areas when any of Contractor's
Personnel have such access, and must do so upon the date of such access.

     Fingerprinting will be conducted by JPMorgan Chase or a JPMorgan Chase
designee and the results will be returned to JPMorgan Chase. Information from
fingerprinting results will not be disclosed to Contractor.

     In evaluating results (or background reports, as appropriate), JPMorgan
Chase may require access to the portion of the Pre-JPMorgan Chase Assignment
Statement which contains inquiries concerning unresolved arrests and conviction
records, and Contractor will make this limited information available to JPMorgan
Chase.

     It is the responsibility of Contractor to warrant that each person who is
subject to fingerprinting under this policy timely submit to fingerprinting at a
JPMorgan Chase facility or such other facility designated by JPMorgan Chase, all
in accordance with JPMorgan Chase policies (where permitted by applicable laws
and regulations).

     Compliance with the procedures set forth above shall not relieve Contractor
of its obligation to review its personnel or subcontractors' personnel
applications and Pre-JPMorgan Chase Assignment Statements, or of its obligation
regarding the selection, placement and supervision of Contractor's Personnel.


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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                           MASTER AGREEMENT EXHIBIT F

      STATEMENT OF JPMC DOMESTIC DRUG TESTING POLICY FOR CONTINGENT WORKER
                          PROVIDERS/SERVICING AGENCIES

     In general, Contractor's Personnel assigned to work on JPMorgan Chase
premises are required to take a drug screening test no later than the first day
of their assignment and must pass in order to remain on assignment at JPMorgan
Chase. However, Contractor must warrant that no member of Contractor's Personnel
will be assigned to JPMorgan Chase that have not successfully passed a drug test
within thirty (30) days prior to their start date. If more than six (6) months
have elapsed since the completion of a prior assignment, Contractor's Personnel
must be re-drug tested when the next assignment begins. It is Contractor's
responsibility to notify the applicable JPMorgan Chase business areas when any
of Contractor's Personnel are assigned to JPMorgan Chase premises and must do so
on or before the first date of assignment.

     Contractor's Personnel assigned to work off JPMorgan Chase premises, but
who have access to JPMorgan Chase's systems, data or certain intellectual
property/confidential material, will be subject to drug testing at the
discretion of the applicable JPMorgan Chase business areas. Contractor must
notify the applicable JPMorgan Chase business areas when any of Contractor's
Personnel have such access, and must do so upon the date of such access.

     Drug testing will be conducted by Contractor at Contractor's expense.
JPMorgan Chase, at its discretion, has the right to audit Contractor's drug test
records and procedures pertaining to those members of Contractor's Personnel
assigned to JPMorgan Chase.

     It is the responsibility of Contractor to warrant that it will use a drug
test laboratory that is Substance Abuse Mental Health Service Administration
(SAMHSA) certified and will conform to the minimum JPMorgan Chase Health
Services Drug Testing Standards, a current copy of which is attached to hereto
as Appendix 1.

     During Contractor's Personnel's assignment with JPMorgan Chase, if there is
reason to believe that their work is being impaired by a substance abuse
problem, Contractor may be required to have such member of Contractor's
Personnel undergo a drug screening test in order to remain on such assignment.
Under certain circumstances, Contractor's Personnel may also be asked to take a
random test for drugs or alcohol if they perform a job that could affect the
safety of themselves or others. If Contractor's Personnel refuse to cooperate in
a drug screening test, they may be subject to immediate removal from their
assignment.

     Contractor must notify Contractor's Personnel that if they are convicted of
any drug-related crime, they must immediately notify their provider, who in turn
must immediately notify JPMorgan Chase, and such member of Contractor's
Personnel will no longer be eligible for such assignment. If such member of
Contractor's Personnel fails to so notify their provider, corrective action may
include immediate removal from their assignment.

     Compliance with the procedures set forth above shall not relieve Contractor
of its obligation to review its personnel or subcontractors' personnel
applications and Pre-JPMorgan Chase Assignment Statements, or of its obligation
regarding the selection, placement and supervision of Contractor's Personnel.


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                    APPENDIX 1 TO MASTER AGREEMENT EXHIBIT F

                   JPMC HEALTH SERVICES DRUG TESTING STANDARDS

     Testing must be performed at a Substance Abuse Mental Health Service
Administration (SAMHSA) certified laboratory.

     The urine specimen must be collected via the Chain of Custody (COC)
Protocol.

     The urine specimen must be tested for the following 5 substances:

          Amphetamines
          Cannabinoid
          Cocaine
          Opiates
          Phencyclidine (PCP)

     If the preliminary screening is a positive result, a confirmation test -
Gas Chromatography/Mass Spectroscopy (GC/MS) - must be performed.

     All positive results must be reviewed by a Medical Review Officer (MRO).

     If you have any questions, regarding this standard, please contact Maureen
Butler at 212-2704777.


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TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                           MASTER AGREEMENT EXHIBIT G

                                      FEES

[*******************************************************************************
********************************************************************************
*******************************************************************************]


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                           MASTER AGREEMENT EXHIBIT H

                         EUROPEAN UNION PRIVACY ADDENDUM

1. In respect of Personal Data relating to individuals located within, or
derived from, the European Union that is processed by Supplier pursuant to this
Agreement, Supplier shall at all times act as a data processor in respect of
such Personal Data.

2. Upon JPMC's request, Supplier shall promptly execute:

     a. the clauses set out in Schedule 1 in respect of Supplier's processing of
Personal Data on behalf of JPMC relating to individuals located within, or
derived from, the following jurisdictions: Belgium, Czech Republic, France,
Germany, Italy, Netherlands, Poland, Portugal and Spain; and

     b. the Clauses set out in Schedule 2 in respect of Supplier's processing of
Personal Data on behalf of JPMC from the following jurisdictions: UK and
Ireland.

3. The provisions of this Exhibit H and the clauses executed by Supplier and
JPMC pursuant to this Exhibit H shall override and have precedence over any
contrary provisions in this Agreement. Unless it is expressly indicated
otherwise in a Task Order, the provisions of this Exhibit H shall apply to each
Task Order.

4. For the purposes of this Exhibit H, the terms "Personal Data", "data
processor", "special categories of data" and "processing" shall have the same
meanings as are given to those terms in EU Directive 95/46/EEC on the protection
of individuals with regard to the processing of personal data and the free
movement of such data, and "process" shall be interpreted accordingly.


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                    SCHEDULE 1 TO MASTER AGREEMENT EXHIBIT H

              CONTROLLER TO PROCESSOR STANDARD CONTRACTUAL CLAUSES

             FOR USE EVERYWHERE EXCEPT IN RELATION TO UK AND IRELAND

     For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of
personal data to processors established in third countries which do not ensure
an adequate level of data protection

Name of the data exporting organisation: JPMorgan Chase Bank
address: 270 Park Avenue, New York 10017, USA
tel.: _______________; fax: _____________________; e-mail: _____________________

Other information needed to identify the organization

________________________________________________________________________________
                              (the "DATA EXPORTER")

and

               a)   NAME OF THE DATA IMPORTING ORGANISATION: [SERVICE PROVIDER],
                    ____________________________________________________________

               b)   ADDRESS
                    ____________________________________________________________

                    ____________________________________________________________

tel.: _______________; fax: _____________________; e-mail: _____________________

              Other information needed to identify the organization

________________________________________________________________________________
                              (the "DATA EXPORTER")

     HAVE AGREED on the following Contractual Clauses (the "Clauses") in order
to adduce adequate safeguards with respect to the protection of privacy and
fundamental rights and freedoms of individuals for the transfer by the exporter
to the data importer of the personal data specified in Appendix 1.

1.   DEFINITIONS

     For the purposes of the Clauses:

     "PERSONAL DATA", "SPECIAL CATEGORIES OF DATA", "PROCESS/PROCESSING",
     "CONTROLLER", "PROCESSOR", "DATA SUBJECT" and "SUPERVISORY AUTHORITY" shall
     have the same meaning as in Directive 95/46/EC of the European Parliament
     and of the Council of 24 October 1995 on the protection of individuals with
     regard to the processing of personal data and on the free movement of such
     data (the "DIRECTIVE") the "DATA EXPORTER" shall mean the controller who
     transfers the personal data;


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

     the "DATA IMPORTER" shall mean the processor who agrees to receive from the
     data exporter personal data intended for processing on his behalf after the
     transfer in accordance with his instructions and the terms of these Clauses
     and who is not subject to a third country's system ensuring to adequate
     protection;

     the "APPLICABLE DATA PROTECTION LAW" shall mean the legislation protecting
     the fundamental rights and freedoms of natural persons and, in particular,
     their right to privacy with respect to the processing of personal data
     applicable to a data controller in the Member Jurisdiction in which the
     data exporter is established;

     "TECHNICAL AND ORGANISATIONAL SECURITY MEASURES" shall mean those measures
     aimed at protecting personal data against accidental or unlawful
     destruction or accidental loss, alteration, unauthorised disclosure or
     access, in particular where the processing involves the transmission of
     data over a network, and against all other unlawful forms of processing.

2.   DETAILS OF TRANSFER

     The details of the transfer and in particular the special categories of
     personal data where applicable are specified in Appendix 1 which forms an
     integral part of the Clauses.

3.   THIRD-PARTY BENEFICIARY CLAUSE

     The data subject can enforce against the data exporter this Clause, Clause
     4(b) to (h), Clause 5(a) to (e), and (g), Clause 6.1 and 6.2, Clause 7,
     Clause 8.2 and Clauses 9, 10 and 11, as third-party beneficiaries.

     The data subject can enforce against the data importer this Clause, Clauses
     5(a) to (e) and (g), Clause 6.1 and 6.2, Clause 7, Clause 8.2, and Clauses
     9, 10 and 11, in cases where the data exporter has factually disappeared or
     has ceased to exist in law.

     The parties do not object to a data subject being represented by an
     association or other body if the data subject so expressly wishes and if
     permitted by national law.

4.   OBLIGATIONS OF THE DATA EXPORTER

     The data exporter agrees and warrants:

          (a)  that the processing, including the transfer itself, of the
               personal data has been and will continue to be carried out in
               accordance with the relevant provisions of the applicable data
               protection law (and, where applicable, has been notified to the
               relevant authorities of the Member Jurisdiction where the data
               exporter is established) and does not violate the relevant
               provisions of that Jurisdiction;

          (b)  that he has instructed and throughout the duration of the
               personal data processing services will instruct the data importer
               to process the personal data transferred only on the data
               exporter's behalf and in accordance with the applicable data
               protection law and these clauses;

          (c)  that the data importer shall provide sufficient guarantees in
               respect of the technical and organisational security measures
               specified in Appendix 2 to this contract;


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (d)  that after assessment of the requirements of the applicable data
               protection law, the security measures are appropriate to protect
               personal data against accidental or unlawful destruction or
               accidental loss, alteration, unauthorised disclosure or access,
               in particular where the processing involves the transmission of
               data over a network, and against all other unlawful forms of
               processing, and that these measures ensure a level of security
               appropriate to the risks presented by the processing and the
               nature of the data to be protected having regard to the state of
               the art and the cost of their implementation;

          (e)  that he will ensure compliance with the security measures;

          (f)  that, if the transfer involves special categories of data, the
               data subject has been informed or will be informed before, or a
               soon as possible after, the transfer that his data could be
               transmitted to a third country not providing adequate protection;

          (g)  that he agrees to forward the notification received from the data
               importer pursuant to Clause 5(b) to the data protection
               supervisory authority if he decides to continue the transfer or
               to lift his suspension;

          (h)  to make available to the data subject upon request a copy of the
               Clauses set out in this Annex, with the exception of Appendix 2
               which shall be replaced by a summary description of the security
               measures.

5.   OBLIGATIONS OF THE DATA IMPORTER

     The data importer agrees and warrants:

          (a)  to process the personal data only on behalf of the data exporter
               and in compliance with his instructions and the clauses; if he
               cannot provide such compliance for whatever reasons, he agrees to
               inform promptly the data exporter of his inability to comply, in
               which case the data exporter is entitled to suspend the transfer
               of data and/or terminate the contract;

          (b)  that he has no reason to believe that the legislation applicable
               to him prevents him from fulfilling the instructions received
               from the data exporter and his obligations under the contract and
               that in the event of a change in this legislation which is likely
               to have a substantial adverse effect on the warranties and
               obligations provided by the Clauses, he will promptly notify the
               change to the data exporter as soon as he is aware, in which case
               the data exporter is entitled to suspend the transfer of data
               and/or terminate the contract;

          (c)  that he has implemented the technical and organisational security
               measures specified in Appendix 2 before processing the personal
               data transferred;

          (d)  that he shall promptly notify the data exporter about:

               (i)  any legally binding request for disclosure of the personal
                    data by a law enforcement authority unless otherwise
                    prohibited, such as a prohibition under criminal law to
                    preserve the confidentiality of a law enforcement
                    investigation;


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

               (ii) any accidental or unauthorised access; and

               (iii) any request received directly from the data subjects
                    without responding to that request, unless he has been
                    otherwise authorised to do so;

          (e)  to deal promptly and properly with all inquiries from the data
               exporter relating to his processing of the personal data subject
               to the transfer and to abide by the advice of the supervisory
               authority with regard to the processing of the data transferred;

          (f)  at the request of the data exporter to submit his data processing
               facilities for audit of the processing activities covered by the
               clauses which shall be carried out by the data exporter or an
               inspection body composed of independent members and in possession
               of the required professional qualifications bound by a duty of
               confidentiality, selected by the data exporter, where applicable,
               in agreement with the supervisory authority;

          (g)  to make available to the data subject upon request a copy of the
               Clauses set out in this Annex, with the exception of Appendix 2
               which shall be replaced by a summary description of the security
               measures in those cases where the data subject is unable to
               obtain a copy of the data exporter.

6.   LIABILITY

     6.1  he parties agree that a data subject, who has suffered damage as a
          result of any violation of the provisions referred to in Clause 3 is
          entitled to receive compensation from the data exporter for the damage
          suffered.

     6.2  If a data subject is not to bring the action referred to in paragraph
          6.1 arising out of a breach by the data importer of any of his
          obligations referred to in Clause 3 against the data exporter because
          the data exporter has disappeared factually or has ceased to exist in
          law or became insolvent, the data importer agrees that the data
          subject may issue a claim against the data importer as if he were the
          data exporter.

     6.3  The parties agree that if one party is held liable for a violation of
          the clauses committed by the other party, the latter will, to the
          extent to which it is liable, indemnify the first party for any cost,
          charge, damages, expenses or loss it has incurred. Indemnification is
          contingent upon:

          (a)  the data exporter promptly notifying the data importer of a
               claim; and

          (b)  the data importer being given the possibility to cooperate with
               the data exporter in the defence and settlement of the claim.

7.   MEDIATION AND JURISDICTION

     7.1  The data importer agrees that if the data subject invokes against him
          third-party beneficiary rights and/or claims compensation for damages
          under the Clauses, the data importer will accept the decision of the
          data subject:


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (a)  to refer the dispute to mediation, by an independent person or,
               where applicable, by the supervisory authority;

          (b)  to refer the dispute to the courts in the Member Jurisdiction in
               which the data exporter is established.

     7.2  The data importer agrees that, by agreement with the data subject, the
          resolution of a specific dispute can be referred to an arbitration
          body if the data importer is established in a country which has
          ratified the New York Convention on enforcement of arbitration awards.

     7.3  The parties agree that the choice made by the data subject will not
          prejudice his substantive or procedural rights to seek remedies in
          accordance with other provisions of national or international law.

8.   COOPERATION WITH SUPERVISORY AUTHORITIES

     8.1  The data exporter agrees to deposit a copy of this contract with the
          supervisory authority if it so requests or if such deposit is required
          under the applicable data protection law.

     8.2  The parties agree that the supervisory authority has the right to
          conduct an audit of the data importer which has the same scope and is
          subject to the same conditions as would apply to an audit of the data
          exporter under the applicable data protection law.

9.   GOVERNING LAW

     The Clauses shall be governed by the law of the Member Jurisdiction in
     which the data exporter is established, namely Belgium, Czech Republic,
     France, Germany, Italy, Netherlands, Poland, Portugal or Spain as
     applicable.

10.  VARIATION OF THE CONTRACT

     The parties undertake not to vary or modify the terms of the Clauses.

11.  OBLIGATION AFTER THE TERMINATION OF PERSONAL DATA PROCESSING SERVICES

     11.1 The parties agree that on the termination of the provision of data
          processing services, the data importer shall, at the choice of the
          data exporter, return all the personal data transferred and the copies
          thereof to the data exporter or shall destroy all the personal data
          and certify to the data exporter that he has done so, unless
          legislation imposed upon the data importer prevents him from returning
          or destroying all or part of the personal data transferred. In that
          case, the data importer warrants that he will guarantee the
          confidentiality of the personal data transferred and will not actively
          process the personal data transferred anymore.

     11.2 The data importer warrants that upon request of the data exporter
          and/or of the supervisory authority, he will submit his data
          processing facilities for an audit of the measures referred to in
          paragraph 11.1.


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

ON BEHALF OF THE DATA EXPORTER:
Name (written out in full): ____________________________________________________
Position: ______________________________________________________________________
Address: _______________________________________________________________________
Other information necessary in order for the contract to be binding (if any):
________________________________________________________________________________


                                        ----------------------------------------
                                        Signature

(stamp of organisation)

ON BEHALF OF THE DATA IMPORTER:
Name (written out in full): ____________________________________________________
Position: ______________________________________________________________________
Address: _______________________________________________________________________
Other information necessary in order for the contract to be binding (if any):
________________________________________________________________________________


                                        ----------------------------------------
                                        Signature

(stamp of-organisation)


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                                   APPENDIX 1

                       TO THE STANDARD CONTRACTUAL CLAUSES

THIS APPENDIX FORMS PART OF THE CLAUSES AND MUST BE COMPLETED AND SIGNED BY THE
PARTIES

*    The Member Jurisdictions may complete or specify, according to their
     national procedures, any additional necessary information to be contained
     in this Appendix.

DATA EXPORTER

The data exporter is (please specify briefly your activities relevant to the
transfer):

A global financial services provider ___________________________________________

________________________________________________________________________________

________________________________________________________________________________

DATA IMPORTER

The data importer is (please specify briefly activities relevant to the
transfer):

A global information technology services provider ______________________________

________________________________________________________________________________

________________________________________________________________________________

DATA SUBJECTS

The personal data transferred concern the following categories of data subjects
(please specify):

The data transferred may involve all categories of data subjects of the Data
Exporter including, without limitation.

________________________________________________________________________________

-    Current, past, potential employees, trainees, voluntary workers

-    Current, past, potential employees of associated companies, organisations

-    Current, past, potential employees of other organisations

-    Current, past, potential recipients, customers, counter parties or clients
     for goods or services (direct or indirect)

-    Current, past, potential suppliers of goods or services (direct or
     indirect)

-    Current, past, potential contacts at correspondent banks and other
     associated financial institutions

-    Current, past, potential directors, other senior officers

-    Current, past, potential business or other contacts


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

-    Current, past, potential advisors, consultants, professional and other
     experts

-    Current, past, potential correspondents and enquirers

-    Current, past, potential elected representatives, other holders of public
     office

-    Current, past, potential survey respondents, other persons assisting
     research

-    Current, past, potential claimants, beneficiaries, payees

-    Relatives of all of the above.

CATEGORIES OF DATA

The personal data transferred concern the following categories of data (please
specify):

The personal data may fall within any of the categories of data transferred from
the Data Exporter to the Data Importer which is derived from France, Spain,
Italy, Belgium, the Netherlands, Germany, Portugal, Poland and/or Czech
Republic, including without limitation

CURRENT, PAST & POTENTIAL CLIENTS, COUNTERPARTIES AND SUPPLIERS

-    Agreements, contracts

-    References to manual files and records

-    Personal identifiers

-    Details of accounts and transactions

-    Financial identifiers

-    Identifiers issued by public bodies

-    Personal details

-    Goods, services provided to the Data Subject

-    Goods, services obtained from the Data Subject

-    Other contracts with Data Subject (not being goods or services)

-    Business activities of the Data Subject

-    Creditworthiness

HUMAN RESOURCES INFORMATION

-    Work management details

-    Performance assessment and appraisal information


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

-    Court Orders and records regarding wage garnishment, child support
     agreements and equivalent

-    Training record

-    Security details

-    Pension details

-    Compensation, credit history and taxation details

-    Recruitment details

-    Personal details (including date of birth)

-    Career history

-    Termination details

-    Current marriage or partnership details

-    Academic record

-    Qualifications and skills

-    Membership of professional bodies

-    Professional expertise

-    Membership of committees

-    Current employment status

-    Financial transactions

-    Insurance details

-    Publications

-    Internal compliance information

-    Career management, budget and compensation planning

SPECIAL CATEGORIES OF DATA (IF APPROPRIATE)

The personal data transferred concern the following special categories of data
(please specify):

All categories of sensitive data transferred from the Data Exporter to the Data
Importer, including without limitation:

Disabilities, infirmities

Political affiliations


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Health and sickness

Health and safety

Ethnicity

Dietary requirements

Criminal convictions and arrests

and such other special categories of data as data subjects may from time to time
volunteer to JPMorgan Chase.

PROCESSING OPERATIONS

The personal data transferred will be subject to the following basic processing
activities (please specify):

-    Incidental access during the provision of information technology services
     by the data importer

-    Storage or transport of data on equipment used by the data importer

-    Provision of business services of an advisory, consulting or intermediary
     nature in relation to best practice and benchmarking services

DATA EXPORTER                           DATA IMPORTER

Name:
      --------------------------------------------------------------------------


Authorised signature:
                      ----------------------------------------------------------


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                                   APPENDIX 2

                       TO THE STANDARD CONTRACTUAL CLAUSES

THIS APPENDIX FORMS PART OF THE CLAUSES AND MUST BE COMPLETED AND SIGNED BY THE
                                     PARTIES

Description of the technical and organisational security measures implemented by
the data importer in accordance with Clauses 4(d) and 5(c) (or
document/legislation attached):

Those measures set out in JPMorgan Chase's security policies in force from time
to time.


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                    SCHEDULE 2 TO MASTER AGREEMENT EXHIBIT H
               CONTROLLER TO PROCESSOR BESPOKE CONTRACTUAL CLAUSES
                      FOR USE IN RELATION TO UK AND IRELAND

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of
personal data to processors established in third countries which do not ensure
an adequate level of data protection

Name of the data exporting organisation: JPMORGAN CHASE BANK
address: 270 Park Avenue, New York 10017, USA
tel.: ___________________; fax: ___________________; e-mail: ___________________

Other information needed to identify the organization

________________________________________________________________________________
                              (the "DATA EXPORTER")

and

NAME OF THE DATA IMPORTING ORGANISATION: [SERVICE PROVIDER], ___________________

ADDRESS
________________________________________________________________________________
________________________________________________________________________________
tel.: ___________________; fax: ___________________; e-mail: ___________________

Other information needed to identify the organization

________________________________________________________________________________
                              (the "DATA IMPORTER")

     HAVE AGREED on the following Contractual Clauses (the "Clauses") in order
to adduce adequate safeguards with respect to the protection of privacy and
fundamental rights and freedoms of individuals for the transfer by the exporter
to the data importer of the personal data specified in Appendix 1.

1    DEFINITIONS

     For the purposes of the Clauses:

     "PERSONAL DATA", "SPECIAL CATEGORIES OF DATA", "PROCESS/PROCESSING",
     "CONTROLLER", "PROCESSOR", "DATA SUBJECT" and "SUPERVISORY AUTHORITY" shall
     have the same meaning as in Directive 95/46/EC of the European Parliament
     and of the Council of 24 October 1995 on the protection of individuals with
     regard to the processing of personal data and on the free movement of such
     data (the "DIRECTIVE")

     the "DATA EXPORTER" shall mean the controller who transfers the personal
     data;

     the "DATA IMPORTER" shall mean the processor who agrees to receive from the
     data exporter personal data intended for processing on his behalf after the
     transfer in accordance with his instructions and the terms of these Clauses
     and who is not subject to a third country's system ensuring to adequate
     protection;


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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

     the "APPLICABLE DATA PROTECTION LAW" shall mean the legislation protecting
     the fundamental rights and freedoms of natural persons and, in particular,
     their right to privacy with respect to the processing of personal data
     applicable to a data controller in the Member Jurisdiction in which the
     data exporter is established;

     "TECHNICAL AND ORGANISATIONAL SECURITY MEASURES" shall mean those measures
     aimed at protecting personal data against accidental or unlawful
     destruction or accidental loss, alteration, unauthorised disclosure or
     access, in particular where the processing involves the transmission of
     data over a network, and against all other unlawful forms of processing.

2.   DETAILS OF TRANSFER

     The details of the transfer and in particular the special categories of
     personal data where applicable are specified in Appendix 1 which forms an
     integral part of the Clauses.

3.   THIRD-PARTY BENEFICIARY CLAUSE

     The data subject can enforce against the data exporter this Clause, Clause
     4(b) to (h), Clause 5(a) to (e), and (g), Clause 6.1 and 6.2, Clause 7,
     Clause 8.2 and Clauses 9, 10 and 11, as third-party beneficiaries.

     The data subject can enforce against the data importer this Clause, Clauses
     5(a) to (e) and (g), Clause 6.1 and 6.2, Clause 7, Clause 8.2, and Clauses
     9, 10 and 11, in cases where the data exporter has factually disappeared or
     has ceased to exist in law.

     The parties do not object to a data subject being represented by an
     association or other body if the data subject so expressly wishes and if
     permitted by national law.

4.   OBLIGATIONS OF THE DATA EXPORTER

     The data exporter agrees and warrants:

          (a)  that the processing, including the transfer itself, of the
               personal data has been and will continue to be carried out in
               accordance with the relevant provisions of the applicable data
               protection law (and, where applicable, has been notified to the
               relevant authorities of the Member Jurisdiction where the data
               exporter is established) and does not violate the relevant
               provisions of that Jurisdiction;

          (b)  that he has instructed and throughout the duration of the
               personal data processing services will instruct the data importer
               to process the personal data transferred only on the data
               exporter's behalf and in accordance with the applicable data
               protection law and these clauses;

          (c)  that the data importer shall provide sufficient guarantees in
               respect of the technical and organisational security measures
               specified in Appendix 2 to this contract;

          (d)  that after assessment of the requirements of the applicable data
               protection law, the security measures are appropriate to protect
               personal data against accidental or unlawful destruction or
               accidental loss, alteration, unauthorised disclosure or access,
               in particular where the processing involves the transmission of
               data over a network, and against all


                                       97

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

               other unlawful forms of processing, and that these measures
               ensure a level of security appropriate to the risks presented by
               the processing and the nature of the data to be protected having
               regard to the state of the art and the cost of their
               implementation;

          (e)  that he will ensure compliance with the security measures;

          (f)  that, if the transfer involves special categories of data, the
               data subject has been informed or will be informed before, or a
               soon as possible after, the transfer that his data could be
               transmitted to a third country not providing adequate protection;

          (g)  that he agrees to forward the notification received from the data
               importer pursuant to Clause 5(b) to the data protection
               supervisory authority if he decides to continue the transfer or
               to lift his suspension;

          (h)  to make available to the data subject upon request a copy of the
               Clauses set out in this Annex, with the exception of Appendix 2
               which shall be replaced by a summary description of the security
               measures.

5.   OBLIGATIONS OF THE DATA IMPORTER

     The data importer agrees and warrants:

          (a)  to process the personal data only on behalf of the data exporter
               and in compliance with his instructions and the clauses; if he
               cannot provide such compliance for whatever reasons, he agrees to
               inform promptly the data exporter of his inability to comply, in
               which case the data exporter is entitled to suspend the transfer
               of data and/or terminate the contract;

          (b)  that he has no reason to believe that the legislation applicable
               to him prevents him from fulfilling the instructions received
               from the data exporter and his obligations under the contract and
               that in the event of a change in this legislation which is likely
               to have a substantial adverse effect on the warranties and
               obligations provided by the Clauses, he will promptly notify the
               change to the data exporter as soon as he is aware, in which case
               the data exporter is entitled to suspend the transfer of data
               and/or terminate the contract;

          (c)  that he has implemented the technical and organisational security
               measures specified in Appendix 2 before processing the personal
               data transferred;

          (d)  that he shall promptly notify the data exporter about:

               (i)  any legally binding request for disclosure of the personal
                    data by a law enforcement authority unless otherwise
                    prohibited, such as a prohibition under criminal law to
                    preserve the confidentiality of a law enforcement
                    investigation;

               (ii) any accidental or unauthorised access; and

               (iii) any request received directly from the data subjects
                    without responding to that request, unless he has been
                    otherwise authorised to do so;


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

          (e)  to deal promptly and properly with all inquiries from the data
               exporter relating to his processing of the personal data subject
               to the transfer and to abide by the advice of the supervisory
               authority with regard to the processing of the data transferred;

          (f)  at the request of the data exporter to submit his data processing
               facilities for audit of the processing activities covered by the
               clauses which shall be carried out by the data exporter or an
               inspection body composed of independent members and in possession
               of the required professional qualifications bound by a duty of
               confidentiality, selected by the data exporter, where applicable,
               in agreement with the supervisory authority;

          (g)  to make available to the data subject upon request a copy of the
               Clauses set out in this Annex, with the exception of Appendix 2
               which shall be replaced by a summary description of the security
               measures in those cases where the data subject is unable to
               obtain a copy of the data exporter.

6.   LIABILITY

     6.1  The parties agree that a data subject, who has suffered damage as a
          result of any violation of the provisions referred to in Clause 3 is
          entitled to receive compensation from the data exporter for the damage
          suffered.

     6.2  If a data subject is not to bring the action referred to in paragraph
          6.1 arising out of a breach by the data importer of any of his
          obligations referred to in Clause 3 against the data exporter because
          the data exporter has disappeared factually or has ceased to exist in
          law or became insolvent, the data importer agrees that the data
          subject may issue a claim against the data importer as if he were the
          data exporter.

     6.3  The parties agree that if one party is held liable for a violation of
          the clauses committed by the other party, the latter will, to the
          extent to which it is liable, indemnify the first party for any cost,
          charge, damages, expenses or loss it has incurred. Indemnification is
          contingent upon:

          (a)  the data exporter promptly notifying the data importer of a
               claim; and

          (b)  the data importer being given the possibility to cooperate with
               the data exporter in the defence and settlement of the claim.

7.   MEDIATION AND JURISDICTION

     7.1  The data importer agrees that if the data subject invokes against him
          third-party beneficiary rights and/or claims compensation for damages
          under the Clauses, the data importer will accept the decision of the
          data subject:

          (a)  to refer the dispute to non-binding mediation, by an independent
               person or, where applicable, by the supervisory authority;

          (b)  to refer the dispute either to the courts in the Member
               Jurisdiction in which the data exporter is established or the
               courts in the United Kingdom or the courts of the Member


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

               Jurisdiction in which the data subject is resident or (where not
               resident within the EU) most closely associated for the purposes
               of his business with the Data Exporter, but these shall be the
               only courts to which a data subject may refer a dispute.

     7.2  The parties agree to consider participating in arbitration, mediation,
          or any other dispute resolution proceedings by agreement with a data
          subject if (in relation to arbitration only) that party is established
          in a country which has ratified the New York convention on enforcement
          of arbitration awards.

8.   COOPERATION WITH SUPERVISORY AUTHORITIES

     8.1  The data exporter agrees to deposit a copy of this contract with the
          supervisory authority if it so requests or if such deposit is required
          under the applicable data protection law.

     8.2  The parties agree that the supervisory authority has the right to
          conduct an audit of the data importer which has the same scope and is
          subject to the same conditions as would apply to an audit of the data
          exporter under the applicable data protection law.

9.   GOVERNING LAW

     The Clauses shall be governed by the law of one the Member Jurisdiction in
     which the data exporter is established, namely England & Wales.

10.  VARIATION OF THE CONTRACT

     The parties undertake not to vary or modify the terms of the Clauses.

11.  OBLIGATION AFTER THE TERMINATION OF PERSONAL DATA PROCESSING SERVICES

     11.1 The parties agree that on the termination of the provision of data
          processing services, the data importer shall, at the choice of the
          data exporter, return all the personal data transferred and the copies
          thereof to the data exporter or shall destroy all the personal data
          and certify to the data exporter that he has done so, unless
          legislation imposed upon the data importer prevents him from returning
          or destroying all or part of the personal data transferred. In that
          case, the data importer warrants that he will guarantee the
          confidentiality of the personal data transferred and will not actively
          process the personal data transferred anymore.

     11.2 The data importer warrants that upon request of the data exporter
          and/or of the supervisory authority, he will submit his data
          processing facilities for an audit of the measures referred to in
          paragraph 11.1.

ON BEHALF OF THE DATA EXPORTER:

Name (written out in full): ____________________________________________________
Position: ______________________________________________________________________
Address: _______________________________________________________________________
Other information necessary in order for the contract to be binding (if any):
________________________________________________________________________________


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.


                                        Signature
                                                  ------------------------------

(stamp of organisation)

ON BEHALF OF THE DATA IMPORTER:

Name (written out in full): ____________________________________________________
Position: ______________________________________________________________________
Address: _______________________________________________________________________
Other information necessary in order for the contract to be binding (if any):
________________________________________________________________________________


                                        Signature
                                                  ------------------------------

(stamp of-organisation)


                                       101

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                                   APPENDIX 1

                       TO THE STANDARD CONTRACTUAL CLAUSES

THIS APPENDIX FORMS PART OF THE CLAUSES AND MUST BE COMPLETED AND SIGNED BY THE
PARTIES

*    The Member Jurisdictions may complete or specify, according to their
     national procedures, any additional necessary information to be contained
     in this Appendix.

DATA EXPORTER

The data exporter is (please specify briefly your activities relevant to the
transfer):

A global financial services provider ___________________________________________
________________________________________________________________________________
________________________________________________________________________________

DATA IMPORTER

The data importer is (please specify briefly activities relevant to the
transfer):

A global information technology services provider ______________________________
________________________________________________________________________________
________________________________________________________________________________

DATA SUBJECTS

The personal data transferred concern the following categories of data subjects
(please specify):

The data transferred may involve all categories of data subjects of the Data
Exporter including, without limitation.
________________________________________________________________________________

-    Current, past, potential employees, trainees, voluntary workers

-    Current, past, potential employees of associated companies, organisations

-    Current, past, potential employees of other organisations

-    Current, past, potential recipients, customers, counter parties or clients
     for goods or services (direct or indirect)

-    Current, past, potential suppliers of goods or services (direct or
     indirect)

-    Current, past, potential contacts at correspondent banks and other
     associated financial institutions

-    Current, past, potential directors, other senior officers

-    Current, past, potential business or other contacts


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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

-    Current, past, potential advisors, consultants, professional and other
     experts

-    Current, past, potential correspondents and enquirers

-    Current, past, potential elected representatives, other holders of public
     office

-    Current, past, potential survey respondents, other persons assisting
     research

-    Current, past, potential claimants, beneficiaries, payees

-    Relatives of all of the above.

CATEGORIES OF DATA

The personal data transferred concern the following categories of data (please
specify):

The personal data may fall within any of the categories of data transferred from
the Data Exporter to the Data Importer which is derived from the UK and/or
Ireland, including without limitation: _________________________________________

CURRENT, PAST & POTENTIAL CLIENTS, COUNTERPARTIES AND SUPPLIERS

-    Agreements, contracts

-    References to manual files and records

-    Personal identifiers

-    Details of accounts and transactions

-    Financial identifiers

-    Identifiers issued by public bodies

-    Personal details

-    Goods, services provided to the Data Subject

-    Goods, services obtained from the Data Subject

-    Other contracts with Data Subject (not being goods or services)

-    Business activities of the Data Subject

-    Creditworthiness

HUMAN RESOURCES INFORMATION

-    Work management details

-    Performance assessment and appraisal information

-    Court Orders and records regarding wage garnishment, child support
     agreements and equivalent


                                       103

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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

-    Training record

-    Security details

-    Pension details

-    Compensation, credit history and taxation details

-    Recruitment details

-    Personal details (including date of birth)

-    Career history

-    Termination details

-    Current marriage or partnership details

-    Academic record

-    Qualifications and skills

-    Membership of professional bodies

-    Professional expertise

-    Membership of committees

-    Current employment status

-    Financial transactions

-    Insurance details

-    Publications

-    Internal compliance information

-    Career management, budget and compensation planning

SPECIAL CATEGORIES OF DATA (IF APPROPRIATE)

The personal data transferred concern the following special categories of data
(please specify):

All categories of sensitive data transferred from the Data Exporter to the Data
Importer, including without limitation:

Disabilities, infirmities

Political affiliations

Health and sickness


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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Health and safety Ethnicity

Dietary requirements

Criminal convictions and arrests

and such other special categories of data as data subjects may from time to time
volunteer to JPMorgan Chase.

PROCESSING OPERATIONS

The personal data transferred will be subject to the following basic processing
activities (please specify):

-    Incidental access during the provision of information technology services
     by the data importer

-    Storage or transport of data on equipment used by the data importer

-    Provision of business services of an advisory, consulting or intermediary
     nature in relation to best practice and benchmarking services

DATA EXPORTER                          DATA IMPORTER

Name:
      --------------------------------------------------------------------------


Authorised signature:
                      ----------------------------------------------------------


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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

                                   APPENDIX 2

                       TO THE STANDARD CONTRACTUAL CLAUSES

THIS APPENDIX FORMS PART OF THE CLAUSES AND MUST BE COMPLETED AND SIGNED BY THE
PARTIES

Description of the technical and organizational security measures implemented by
the data importer in accordance with Clauses 4(d) and 5(c) (or
document/legislation attached):

Those measures set out in JP Morgan Chase's security policies in force from time
to time.


                                       106
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SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

JPMC Agreement No.: 70575-A1

                                 AMENDMENT NO. 1
                                       TO
                        MASTER SERVICE PROVIDER AGREEMENT
                             DATED DECEMBER 6, 2004

                           (JPMC AGREEMENT NO. 70575)

This Amendment No. 1 ("Amendment") to the Master Service Provider Agreement
dated as of DECEMBER 6, 2004 and entered into by JPMorgan Chase Bank and Virtusa
Corporation (the "Master Agreement") is made and entered into as of March 30,
2005 ("Amendment Effective Date") by JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as successor in interest to JPMorgan Chase Bank, ("JPMC"), with an office
located at 270 Park Avenue, New York, New York 10017-2070 and Virtusa
Corporation located at 2000 West park Drive, Westborough, MA 01581 ("US
Supplier") and Virtusa India Pvt. Ltd., 3rd Floor, My Home Tycoon, Begumpet,
Hyderabad 500-016, India ("Offshore Supplier").

     WHEREAS, JPMC and US Supplier have entered into the Master Agreement, and

     WHEREAS, Offshore Supplier wishes to be a party to the Master Agreement and
hereby accepts and agrees to be bound by the terms of the Master Agreement, and

     WHEREAS, JPMC and US Supplier agree that Offshore Supplier will be a party
to the Master Agreement, and

     WHEREAS, JPMC and US Supplier now wish to amend the Master Agreement as set
forth herein.

     NOW, THEREFORE, in consideration of the foregoing premises and the
promises, terms and conditions set forth below and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows.

     1. To amend the Master Agreement as of the Amendment Effective Date as
follows:

          A. The Introductory paragraph on page 5 of the Master Agreement is
          hereby deleted in its entirety and replaced with the following:

"This Master Service Provider Agreement ("Master Agreement") dated as of
December 6, 2004 is entered into by JPMorgan Chase Bank, National Association,
("JPMC"), with an office located at 270 Park Avenue, New York, New York
10017-2070 and Virtusa Corporation located at 2000 West park Drive, Westborough,
MA 01581 ("US Supplier") and Virtusa India Pvt. Ltd., 3rd Floor, My Home Tycoon,
Begumpet, Hyderabad 500-016, India ("Offshore Supplier"). US Supplier and
Offshore Supplier are hereinafter referred to as "Supplier".

          B. Section 12.1(a) is deleted in its entirety and replaced with the
          following:

"US Supplier is a corporation, validly existing and in good standing under the
laws of Delaware. Offshore Supplier is a corporation, validly existing and in
good standing under the laws of India."

     2. Except as expressly amended herein, the Master Agreement remains in full
force and effect.

     3. Terms not defined herein shall be as defined in the Master Agreement.


                                   Page 1 of 2

<PAGE>
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

JPMC Agreement No.: 70575-A1

     4. By executing this Amendment, the parties hereto ratify and confirm the
terms of the Master Agreement, as modified by the terms of this Amendment.

     5. This Amendment may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original and all of which shall
constitute the same instrument.

     6. If there shall be any conflict in the terms and conditions of the Master
Agreement and the terms and conditions of this Amendment, the terms and
conditions of this Amendment shall control and be binding.

     7. All references in the Master Agreement in and/or to "this Agreement" and
words of a like nature shall be deemed to refer to the Master Agreement, as
amended and supplemented by this Amendment.

     IN WITNESS WHEREOF, JPMC and Supplier have caused duly authorized
representatives of their respective companies to execute this Amendment as of
the Amendment Effective Date.

JPMORGAN CHASE BANK,                    VIRTUSA CORPORATION
NATIONAL ASSOCIATION


By: /s/ Joseph Martinez                 By: /s/ Thomas Holler
    ---------------------------------       ------------------------------------
Printed Name: Joseph Martinez           Printed Name: Thomas Holler
Title: S.V.P.                           Title: CFO


VIRTUSA INDIA PVT. LTD.


By: /s/ Santanu Paul
    ---------------------------------
Printed Name: Santanu Paul
Title: General Manager


                                   Page 2 of 2