ASSIGNMENT AND ASSUMPTION AGREEMENT THIS AGREEMENT is made and entered into as of this ---- day of December, 1999 between Cantor Fitzgerald International an unlimited company registered in England under number 1976691 (the "Assignor"), eSpeed...

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS AGREEMENT is made and entered into as of this ---- day of
December, 1999 between Cantor ▇▇▇▇▇▇▇▇▇▇ International an unlimited company
registered in England under number 1976691 (the "Assignor"), eSpeed Securities
International Limited a limited company registered in England under number
3809189 (the "Assignee") and Cantor ▇▇▇▇▇▇▇▇▇▇ International Holdings L.P. a
Delaware limited partnership ("CFIHLP").

W I T N E S S E T H:

WHEREAS, the Assignor is, among other things, engaged in the business
of operating interactive electronic marketplaces, used principally by financial
and wholesale market participants to trade in fixed income securities, futures,
options and other financial instruments (the "Business").

WHEREAS, the Assignee is a recently formed company that has been set up
to acquire, and subsequently to operate, the Business in accordance with (i) the
Joint Service Agreement (as hereinafter defined) and (ii) the Administrative
Services Agreement (as hereinafter defined) as a separate legal entity.

WHEREAS, the Assignor, among other things, owns, or has the right to
use, certain hardware, software, technologies, systems and other intellectual
property and agreements that are used in the Business.

WHEREAS, the Assignor and the Assignee have agreed, by reference to a
valuation prepared by Ernst & Young, that the value at the date hereof of the
Business to be transferred by the Assignor to the Assignee (net of the Assumed
Liabilities set out in Schedule 1.3) is $4,625,619 (the "Business Value").

WHEREAS, the Assignor proposes to reduce its authorised share capital
from (pound)275,000,000 divided into 75,000,000 Ordinary Shares of (pound)1 each
("Ordinary Shares") and 20,000,000 Preference Shares of (pound)10 each by such
an amount (the "Reduction Amount") as is equal to the product of multiplying the
Business Value, translated to pounds sterling at the closing mid-point spot
exchange rate on the day immediately preceding that on which the reduction takes
effect, as shown in the Financial Times published on the day on which the
reduction takes effect, by a fraction of which the numerator is 74,225,453 and
the denominator is 73,729,994, the reduced amount of authorised share capital
being divided into such number of Ordinary Shares as is equal to 75,000,000 less
the number (the "Reduction Number") of pounds

comprised in the Reduction Amount and 20,000,000 Preference Shares of (pound)10
each, and such reduction be given effect by:

(a) cancelling and extinguishing such number of Ordinary Shares
registered in the name of CFIHLP, LLC (a Delaware limited
liability company) as is equal to the Reduction Number
multiplied by a fraction of which the numerator is 495,459 and
the denominator is 74,225,453 on terms that the Assignor shall
repay in cash to CFIHLP, LLC the amount paid up or credited as
paid up thereon; and

(b) cancelling and extinguishing such number of Ordinary Shares
registered in the name of Cantor ▇▇▇▇▇▇▇▇▇▇ International
Holdings L.P. ("CFIHLP") as is equal to the Reduction Number
multiplied by a fraction of which the numerator is 73,729,994
and the denominator is 74,225,453 on terms that such capital
shall not be repaid in cash but shall be given effect by the
transfer by the Assignor to the Assignee of the Business and
by the issue by the Assignee of o shares of $1 each (the
"Shares"), credited as fully paid, to CFIHLP with the consent
of CFIHLP (as its execution of this Agreement hereby
acknowledges).

NOW THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein, and upon the terms and
conditions hereinafter set forth, the parties hereby agree as follows:

ARTICLE 1

TERMS OF ASSIGNMENT

1.1. Assignment. On the terms and subject to the conditions in this
Agreement and for the consideration specified herein, at the Closing (as defined
in Section 1.5 below), the Assignor shall transfer, convey, assign and deliver
to the Assignee, and the Assignee shall acquire and accept from the Assignor
free and clear of all mortgages, pledges, assessments, security interests,
conditional sale or title retention contracts, leases, liens, adverse claims,
Taxes (as hereinafter defined), levies, charges, options, rights of first
refusal, transfer restrictions or other encumbrances of any nature, or any
contracts, agreements or understandings to grant any of the foregoing
(collectively, "Liens"), all of the Assignor's right, title and interest in, to
and under the Business, and to each of the following assets and rights,
including, but not limited to, the assets and rights identified in Schedule 1.1,
in each case to the extent used or held for use principally in the Business, but
excluding the Excluded Assets (as hereinafter defined) (the "Assignment"):

(a) all machinery, equipment, computers, network servers, monitors,
servers and other related items of tangible personal property of the
Assignor, principally used in the Business (the "Equipment");

(b) all fictional business names, trade names, d/b/a names, logos,
Internet domain names (including, without limitation,
▇▇▇.▇▇▇▇▇▇.▇▇.▇▇), trademarks, service marks

(including, without limitation, eSpeed), trade dress and any and all
UK and foreign applications, registrations and renewals therefor, and
all the goodwill associated therewith principally used in the Business
(if any) (collectively, "Marks"); all copyrights in both published
works and unpublished works, and in online works such as Internet web
sites, and any UK or foreign applications, registrations and renewals
therefor principally used in the Business (if any) (collectively,
"Copyrights"); all rights in any and all licensed or proprietary
computer software, firmware, middleware, programmes, systems
applications, databases and files (in whatever form or medium),
including all material documentation, relating thereto, and all source
and object codes relating thereto principally used in the Business (if
any) (collectively, "Computer Software and Files"); all know-how,
trade secrets, confidential information, competitively sensitive and
proprietary information (including but not limited to internal pricing
information, supplier information, telephone and telefax numbers, and
e-mail addresses), technical information, data, process technology,
drawings and blue prints principally used in the Business, other than
the Information (as hereinafter defined) (collectively, "Trade
Secrets"); and the right to ▇▇▇ for past infringement, if any, in
connection with any of the foregoing, including, but not limited to,
the intellectual property disclosed in Schedule 1.1 part B hereto
(collectively, the "Intellectual Property");

(c) to the extent allowed, all agreements and arrangements permitting
the Assignor to use the intellectual property, equipment and computer
equipment (as hereinafter defined) owned by third parties, or
permitting third party use of intellectual property, equipment or
computer equipment owned by the Assignor, or for the processing, use,
licensing, leasing, storage, or retrieval of software, data and
information principally used by, and related to, the Business
(collectively, "Intellectual Property, Equipment and Computer
Agreements");

(d) any and all accounting business information, management
information and internal reporting data and related books and records
(in whatever form or medium maintained), including but not limited to
advertising, marketing and sales programs, business, marketing and
strategic plans, research and development reports and records, and
advertising copy (including radio and television scripts), creative
materials, production agreements, and all other promotional brochures,
flyers, inserts and other materials used principally in connection
with the Business (collectively, the "Marketing Materials");

(e) all computer tapes, discs and other media which are used to store
Intellectual Property (if any) (the "Computer Equipment");

(f) subject to the provisions of Article 5, all agreements, contracts,
instruments and other documents to which the Assignor is a party that
are listed in Schedule 1.1 part C (the "Assigned Contracts");

(g) all claims of the Assignor against third parties relating to the
Transferred Assets (as hereinafter defined), whether ▇▇▇▇▇▇ or
inchoate, known or unknown or contingent or non-contingent; and

(h) to the extent transferable, any and all Permits (as hereinafter
defined) used exclusively in connection with the Business,

all as the same shall exist on the Closing Date (items (a) through (h)
being, collectively, the "Transferred Assets").

1.2. Excluded Assets. Notwithstanding anything in this Agreement to
the contrary, all assets, properties and rights of the Assignor other than
those set forth in Section 1.1, (including Schedule 1.1) including without
limitation, the following assets, properties and rights of the Assignor (the
"Excluded Assets"), shall be excluded from and shall not constitute part of the
Transferred Assets, and the Assignee shall have no rights, title or interest in
or duties or obligations of any nature whatsoever with respect thereto by
virtue of the consummation of the transactions contemplated by this Agreement:

(a) all contracts and other agreements to which the Assignor is a
party, other than those described in Section 1.1 above (the "Excluded
Contracts");

(b) all rights of the Assignor in and to the trademarks, service
marks, and any applications, registrations and renewals therefor, and
all the goodwill associated therewith, licensed by the Assignor other
than those described in Section 1.1(b) (the "Excluded Marks");

(c) all rights of the Assignor in and to software other than those
described in Section 1.1(b) (the "Excluded Software");

(d) any and all confidential information other than is comprised in
the Trade Secrets;

(e) all rights of the Assignor in the Internet domain names
"▇▇▇▇▇▇.▇▇.▇▇" "▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇", ▇▇▇▇▇▇-▇▇▇▇▇.▇▇.▇▇",
"▇▇▇▇▇▇-▇-▇▇▇▇▇.▇▇.▇▇", "▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇", "▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇.▇▇",
"▇▇▇▇▇▇▇-▇▇▇▇▇.▇▇.▇▇", "▇▇▇▇▇▇.▇▇.▇▇", "▇-▇▇▇▇▇.▇▇.▇▇",
"c/▇▇▇▇▇.▇▇.▇▇" and "▇-▇▇▇▇▇.▇▇.▇▇" and in and to the Internet web
site accessed via such domain name, including, but not limited to, all
copyrights in all materials on such sites and the software underlying
such site, all trademarks, service marks, trade names and goodwill
associated therewith, all proprietary computer software, programmes,
applications, databases, files (in whatever form or medium) and all
proprietary information related thereto, in each case only to the
extent that the foregoing is not otherwise required to be listed in
Schedule 3.8(b) hereto;

(f) all rights of the Assignor in, to and under the Data Purchase
Agreement, Data Product Agency and Electronic Trading System
Agreement, dated January 22, 1993,

among Cantor ▇▇▇▇▇▇▇▇▇▇, ▇▇, Reuters Limited ("Reuters") and Market
Data Corporation ("MDC"), as amended, and all other agreements between
Cantor ▇▇▇▇▇▇▇▇▇▇ ▇▇, Reuters and/or MDC or related thereto, as set
forth in Schedule 1.2(f) hereto (the "Reuters Agreement");

(g) all rights of the Assignor with respect to the (i) Agreement,
dated February 23, 1990, between Telerate, Inc. ("Telerate") and CFS,
as amended, and (ii) Master Optional Services Agreement, dated
February 23, 1990, between Telerate and MDC, as amended, and all other
agreements between the Assignor, Telerate and/or MDC or related
thereto, as set forth in Schedule 1.2(g) hereto (the "Telerate
Agreement");

(h) all right, title and interest with respect to information relating
to bids, offers or trades or any other information on Financial
Products (as defined in the Joint Services Agreement (as hereinafter
defined)) created or received by the Assignor or any of its affiliates
(other than the Assignee) in a brokerage capacity, including, but not
limited to, information licensed, sold, transferred or permitted to be
published or displayed by the Assignor pursuant to the Reuters
Agreement and the Telerate Agreement (the "Information");

(i) all advertising, marketing and sales programs, advertising copy
(including radio and television scripts), creative materials,
production agreements, broadcasting rights, broadcasting and
advertising time, space, allowances and credits and other promotional
brochures, flyers, inserts and other materials used solely in
connection with an Excluded Contract (if any);

(j) any assets, properties, rights and interests relating to the
Excluded Liabilities (as hereinafter defined); and

(k) all rights of the Assignor under this Agreement and the documents
and instruments delivered to the Assignor pursuant to this Agreement.

The Assignor shall bear and pay all of the costs and expenses of the
Assignment except for stamp duty, stamp duty reserve or other similar taxes,
which shall be borne and paid by the Assignee.

1.3. Assumption of Liabilities. Effective as of the Closing Date, the
Assignee will assume and agree to pay, perform and discharge, as and when due,
and indemnify and hold the Assignor harmless from and against, (i) each
liability listed in Schedule 1.3 being liabilities relating to the Business
(ii) each obligation of the Assignor to be performed after the Closing Date
with respect to the Transferred Assets and the Assigned Contracts and (iii)
each other liability of the Assignor thereunder (including liabilities for any
breach of a representation, warranty or covenant, or for any claims for
indemnification contained therein), to the extent and only to the extent that
such liability is due to the actions of the Assignee (or any of the Assignee's
affiliates (other than the Assignor), representatives or agents) after the
Closing Date

(collectively, the "Assumed Liabilities"). The Assignee shall not assume, and
shall not be obligated to pay, perform or discharge, any liability or
obligation of the Assignor other than the Assumed Liabilities (whether or not
related to the Transferred Assets or Business) (collectively, the "Excluded
Liabilities"), and shall not be obligated for any other claim, loss or
liability relating to any act, omission or breach by the Assignor with respect
to the Business, the Transferred Assets or the Assigned Contracts, for any
claim, loss or liability related to the Excluded Assets or the Excluded
Liabilities, all of which, the Assignor shall remain obligated to pay, perform
and discharge and to indemnify and hold the Assignee harmless against. Without
limiting the foregoing, among other things, all liabilities arising from the
matters described in the prospectus attached hereto (the "Prospectus") under
the caption "Legal Proceedings", shall be Excluded Liabilities except to the
extent expressly assumed as provided in Schedule 1.3.

1.4. Consideration. In consideration of the Assignment, in addition to
the assumption of the Assumed Liabilities as provided in Section 1.3, the
Assignee shall issue to CFIHLP the Shares credited as fully paid.

1.5. The Closing.

(a) Date and Place. The closing of the transactions contemplated
hereby (the "Closing") shall take place at the London offices of the
Assignor, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, (or such other place as the
Assignor and the Assignee shall agree) on the date the Assignor so
elects, which date shall be no later than the fourth business day
following the date that all of the conditions to Closing provided in
Articles 7 and 8 hereof shall have been satisfied, or at such other
time and/or place and/or on such other date as the parties may
mutually agree (the "Closing Date").

(b) Documents to be delivered by the Assignor. At the Closing, the
Assignor shall:

(i) deliver to the Assignee a duly executed counterpart to the
Joint Services Agreement (the "Joint Services Agreement")
substantially in the form of Exhibit A hereto;

(ii) deliver to the Assignee a duly executed counterpart to the
Administrative Services Agreement (the "Administrative Services
Agreement") substantially in the form of Exhibit B hereof
(together the Joint Services Agreement and the Administrative
Services Agreement being referred to hereinafter as the
"Additional Agreements");

(iii) make available for collection by the Assignee at the normal
location at which they are held, used or stored and/or give
physical possession to the Assignee or as it may direct of such of
the Transferred Assets as are transferable by delivery;

(iv) deliver to the Assignee all documents of title or other
records establishing title to those Transferred Assets;

(v) (if requested by the Assignee so to do) deliver to the
Assignee duly executed assignments, transfers or other assurances
of and otherwise vest in the Assignee such other of the
Transferred Assets as are not transferable by delivery, such
assignments, transfers or assurances to be prepared by and at the
cost of the Assignor in such form as the Assignee shall reasonably
require and to have been approved by the Assignor before Closing;

(vi) deliver to the Assignee the originals of all documents in the
Assignor's possession constituting or evidencing the Assigned
Contracts and the Employment Agreements or relating to all
equipment and items which are not owned by the Assignor but are
used by it, otherwise than by way of supply, in the Business at
the Closing Date including without limitation items on loan,
lease, licence, or hire purchase or of which the Assignor is for
any reason bailee and items supplied to the Assignor under a valid
retention of title clause or other terms effective to prevent, or
delay, title passing to the Assignor, together with consents to
assignments and/or novation agreements as may be required to
transfer to the Assignee such of the Assigned Contracts as have
been deemed by the Assignee prior to Closing to be key contracts,
duly executed by all parties to them other than the Assignee;

(vii) deliver to the Assignee all records necessary to enable the
Assignee to carry on the Business, with the exception of the
statutory books of the Assignor;

(viii) give possession to the Assignee of, or otherwise make
available to it, in such form as the Assignee may reasonably
require, the Trade Secrets;

(ix) deliver to the Assignee releases of any interests by way of
security (howsoever arising) to which any of the Transferred
Assets or Assigned Contracts are subject (other than floating
charges), duly executed by those entitled to the benefit of such
interests;

(x) deliver to the Assignee a certificate in an agreed form dated
as at the Closing Date from each holder of a floating charge over
assets of the Assignor (if any) to the effect that such floating
charge has not crystallised at that time accompanied by an
acknowledgement by such holder that it consents to the transfer of
the Business and to such assets being transferred to the Assignee
upon such transfer free of such charge and of any other charge
which by virtue of such charge might otherwise attach to them in
consequence of such transfer; and

(xi) execute and deliver to the Assignee such other documents or
instruments to effect the transfer of the Transferred Assets, the
assumption of the Assumed Liabilities and the other transactions
contemplated hereby, and in such form, as the Assignee may
reasonably request.

execute and deliver to the Assignor (or as it shall direct):

(i) where relevant executed counterparts of the agreements
delivered by the Assignor under Section 1.5(b);

(ii) such other documents or instruments to effect the transfer of
the Transferred Assets, the assumption of the Assumed Liabilities
and the other transactions contemplated hereby, and in such form,
as the Assignor may reasonably request; and

(iii) a share certificate for the Shares in the name of CFIHLP.

1.6. Definition of Taxes In this agreement Taxes means any form of
taxation, whenever created or unpaid and whether of the United Kingdom or
elsewhere (and without limitation includes income tax, P.A.Y.E., corporation
tax, capital gains tax, capital transfer tax, inheritance tax, stamp duty,
stamp duty reserve tax, value added tax, development land tax, petroleum
revenue tax, withholding tax, rates, Customs and Excise duties, National
Insurance contributions, Social Security and other similar liabilities or
contributions) and generally any amount payable to the revenue, customs or
fiscal authorities, whether of the United Kingdom or elsewhere and all interest
and/or penalties related to or arising in respect thereof.

ARTICLE 2

EMPLOYEES

2.1. Transfer Regulations. The Assignor and the Assignee acknowledge
and agree that the Transfer of Undertakings (Protection of Employment)
Regulations 1981 (the "Transfer Regulations") apply to this Agreement and the
transfer of the Business effected by this Agreement is a "relevant transfer"
within the meaning of those regulations and that in accordance with the
Transfer Regulations:

(a) the contracts of employment between the Assignor and the persons
listed in Schedule 2.1 (the "Employees") (save insofar as such
contracts relate to any occupational pension scheme or to any Employee
who informs the Assignor or the Assignee that he objects to becoming
employed by the Assignee under Regulation 5(4A) of the Transfer
Regulations) will have effect after Closing as if originally made
between the Assignee and the Employees;

(b) on Closing all the Assignor's rights, powers, duties and
liabilities under or in connection with each such contract will be
transferred to the Assignee; and

(c) anything done before Closing by or in relation to the Assignor in
respect of each such contract or any Employee will be deemed to have
been done by or in relation to the Assignee.

2.2. Apportionment of rights and liabilities. Without prejudice to the
rights and obligations acquired by the Employees as against the Assignee in
consequence of the Transfer Regulations, the Assignor and the Assignee agree
that as between themselves all rights and liabilities, arising or payable,
under or in respect of or in connection with the Employment Agreements (as
defined in Section 2.4 below) or otherwise in respect of the Employees
(including all such rights and liabilities as are transferred or otherwise
attach to the Assignee pursuant to the Transfer Regulations) shall be
apportioned as follows:

(a) all rights and liabilities arising or payable on or before the
Closing Date shall belong to the Assignor; and

(b) all rights and liabilities arising or payable after the Closing
Date shall belong to the Assignee.

2.3. Regulation 10 Information. The Assignee shall promptly provide to
the Assignor in writing such information as will enable the Assignor to carry
out its duties under Regulation 10 of the Transfer Regulations.

2.4. Employment Agreements not transferred. If for any reason the
contract or other terms or conditions of employment under which the Employees
are for the time being employed by the Assignor in the Business (the
"Employment Agreements") of any of the Employees is not automatically
transferred to the Assignee pursuant to the Transfer Regulations, the Assignee
shall offer to employ such Employee on terms and conditions no less
advantageous to the Employee than the terms on which he would have been
employed had his Employment Agreement been so transferred.

2.5. Persons other than the Employees. The Assignor and the Assignee
intend that the Transfer Regulations shall apply only to the Employees and
accordingly if any contract of employment (whether oral or written, express or
implied) has been or is at any time entered into by the Assignor in respect of
any person who is not an Employee without the prior consent of the Assignee and
such contract shall have effect or shall be alleged by the person so employed
under it to have effect as if originally made between the Assignee and such
person pursuant to the provisions of Regulation 5 of the Transfer Regulations,
then:

(a) the Assignee may, upon becoming aware of the application of
Regulation 5 to such contract or any claim to that effect by the
person employed under it, terminate such contract forthwith;

(b) the Assignee shall promptly inform the Assignor of any such claim
and keep the Assignor advised of any action taken by the Assignee in
respect of it; and

(c) the Assignor shall fully indemnify the Assignee against any sums
payable to or for the benefit of such person in respect of his
employment with the Assignor and/or the Assignee and against all other
liabilities whatsoever arising under or in relation to such

contract or its termination and any obligation or liability of
whatsoever nature (whether arising before or after Closing) in
relation to or in connection with the employment of such person in the
Business.

2.6. Settlement of Claims. Without prejudice to Section 2.5(c) the
Assignee shall be entitled to settle any claim brought against it after
Closing, by any such person as is described in Section 2.5 provided that such
claim is reasonable and that it has consulted with the Assignor before making
such settlement.

2.7. Joint Letter. On such date as the Assignor and the Assignee may
agree in writing, but in any event by not later than the first business day
following Closing, the Assignor and the Assignee shall join in delivering to
each of the Employees a joint letter from the Assignor and the Assignee in an
agreed form. Such letter shall be handed personally to those Employees who are
present for work on the date selected for such delivery and shall be despatched
on that date by first-class post to those Employees who are not so present.

2.8. Pension Arrangements. The Assignor and the Assignee shall procure
that as from Closing the pension arrangements in respect of the Employees shall
be dealt with in such a way as to ensure that the Employees rights are not
prejudiced by the Assignment.

2.9. Objections to the transfer. If any Employee informs the Assignor
or the Assignee that he objects to the transfer of his employment to the
Assignee under this Agreement pursuant to the Transfer Regulations, the
Assignor or the Assignee (as the case may be) shall notify the other forthwith.
If the relevant employee shall refuse to withdraw such objections, such person
shall be deemed not to be an Employee.

2.10. New employees. If the Assignor shall take any person into its
employment in connection with the Business between the date of this Agreement
and Closing, then, provided the Assignee's written consent thereto shall have
been obtained (but not otherwise), such person shall be deemed to be an
Employee.

2.11. Dismissals. If any person employed in connection with the
Business shall be dismissed or his employment shall otherwise terminate in any
way between the date of this Agreement and Closing, then, without prejudice to
the Assignee's rights in respect of such dismissal or termination, such person
shall be deemed not to be an Employee.

2.12. Amendments to Schedule 2.1. On any person being deemed to be an
Employee or not to be an Employee pursuant to Sections 2.10 or 2.11, Schedule
2.1 shall be deemed to be amended accordingly.

2.13. Indemnity. The Assignor will indemnify the Assignee against any
loss, cost, damage or expense suffered or incurred by reason of any proceeding,
claim or demand by any Employee (or, where applicable, their employee
representatives):

(a) in relation to the employment or termination of employment of any
Employee during the period ending on Closing (save for any proceeding,
claim or demand arising from any act or omission of the Assignee)
including for the avoidance of doubt liability for personal injuries,
breach of contract and infringement of any relevant statutory
provision;

(b) in relation to the breach by the Assignor prior to Closing of any
collective agreement or other custom, practice or arrangement (whether
or not legally binding) with a trade union or staff association in
respect of any Employee (but only in respect of the period ending on
Closing);

(c) in relation to the operation of the Transfer Regulations upon the
contract of employment of any employee of the Assignor whose name is
not listed in Schedule 2.1; or

(d) to the extent that it arises from any failure by the Assignor to
comply with its obligations under Regulation 10 of the Transfer
Regulations or section 188 of the Trade Union and Labour Regulations
Consolidation ▇▇▇ ▇▇▇▇ in respect of any Employee.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR

The Assignor hereby represents and warrants to the Assignee with
respect to itself as follows except as otherwise disclosed in Schedules 3.3,
3.4, 3.5, 3.6, 3.8(b) and 3.9 to this Agreement (the "Disclosure Schedules"),
which Disclosures Schedule specifically reference the particular sections hereof
to which they relate:

3.1. Organisation and Good Standing. The Assignor is duly organised,
validly existing and in good standing under the laws of England and Wales and
is duly qualified to do business and, except as would not singly or in the
aggregate have a Material Adverse Effect, is in good standing in each
jurisdiction in which the ownership, use or leasing of its assets or the
conduct or nature of its business makes such qualification necessary. "Material
Adverse Effect" means any event, change, changes, effect or effects that
individually or in the aggregate are materially adverse to (x) the ownership,
use, operation or value of the Transferred Assets or (y) the condition
(financial or other) or results of operations of, or prospects for, the
Business.

3.2. Authority. The Assignor has the requisite corporate power and
authority to execute and deliver this Agreement and the Additional Agreements,
to perform its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. The execution and delivery by the
Assignor of this Agreement and the Additional Agreements and the consummation
by the Assignor of the transactions contemplated hereby and thereby have

been duly authorized by all necessary corporate, stockholder, member or partner
action, and no other corporate, partner or member proceedings on the part of
the Assignor or any affiliate of the Assignor (other than the Assignee),
respectively, are necessary to authorize the execution and delivery by the
Assignor of this Agreement or the Additional Agreements or to consummate the
transactions contemplated hereby and thereby. This Agreement has been, and at
the Closing the Additional Agreements will be, duly executed and delivered by
the Assignor and constitutes or will constitute, as applicable, legal, valid
and binding obligations of the Assignor enforceable against the Assignor in
accordance with their respective terms.

3.3. No Conflict; Required Filings and Consents.

(a) The execution, delivery and performance by the Assignor of this
Agreement and the Additional Agreements do not, and the consummation
of the transactions contemplated hereby and thereby will not, (i)
conflict with or violate the certificate of incorporation, Memorandum
or Articles of Association or similar organisational or governing
document of the Assignor, or any affiliate thereof as the case may be;
(ii) conflict with or violate any local or foreign laws, rules,
statutes, ordinances, regulations, judgments, settlement agreements,
orders or decrees or arbitration proceedings or pronouncements
(collectively "Laws") applicable to the Assignor or any affiliate
thereof, the Business or the Transferred Assets or by which the
Assignor or any affiliate thereof, the Business or the Transferred
Assets are bound or affected; or (iii) result in any material breach
of or constitute a material default (or an event that with notice or
lapse of time or both would become a material default) under, or give
to any other person any right of termination, amendment, acceleration
or cancellation of, or result in the creation of a Lien on any of the
Transferred Assets pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Assignor or any affiliate
thereof is a party or by which the Assignor or any affiliate thereof,
the Business or the Transferred Assets are bound or affected; and

(b) The execution, delivery and performance by the Assignor of this
Agreement and the Additional Agreements do not and the consummation of
the transactions contemplated hereby and thereby do not require the
Assignor or any of its affiliates to seek, obtain or receive any
consent, approval, authorisation or permit from, or make any filing
with or notification to, any governmental agency, authority or court
or any other person, body or committee except for any consents,
approvals any authorisations or permits as have been obtained or
filings or notifications as have been made, or as would not singly or
in the aggregate if not obtained or made, have a Material Adverse
Effect.

3.4. Permits; Compliance with the Law. The Assignor is in possession
of all franchises, grants, authorisations, licences, permits, easements,
variances, exemptions, consents, certificates, approvals and orders necessary
for it to own and use the Transferred Assets as presently owned and used and to
carry on the Business as it is now being conducted (the "Permits"), except for
those Permits the failure of which to obtain or maintain would not result in

a Material Adverse Effect, and no suspension, revocation, cancellation or
refusal to review any of the Permits has occurred, or to the knowledge of the
Assignor, is threatened or anticipated. Each of the Permits is listed in
Schedule 3.4. The Assignor has conducted and is conducting the Business, and
has owned, used and operated and owns, uses and operates the Transferred Assets
in compliance with, and not in violation of, (i) any Law applicable to it or by
which it, the Business or the Transferred Assets is bound or affected or (ii)
any of the Permits (except in either case for any such violations as, singly or
in the aggregate, would not have a Material Adverse Effect).

3.5. Title to Transferred Assets. The Assignor owns, free and clear of
any Liens, and has the full right to sell, assign and convey, all of the
Transferred Assets, and at Closing will convey the Transferred Assets to the
Assignee, free and clear of any Liens.

3.6. Absence of Litigation. Except as would not singly or in the
aggregate have a Material Adverse Effect, or is disclosed in the Prospectus,
there is no pending or threatened, nor has there been at any time during the
twelve months preceding the date hereof any, claim, complaint, action, suit,
litigation, proceeding or arbitration or, to the Assignor's knowledge, any
inquiry or investigation of any kind by any consumer protection agency or other
governmental or self-regulatory agency, or any other person or entity which
seeks to enjoin, delay or restrict any of the transactions contemplated by this
Agreement or the Additional Agreements or which involves the Business or any of
the Transferred Assets. Except as would singly or in the aggregate have a
Material Adverse Effect, neither the Assignor nor any affiliate of the Assignor
are subject to any judgment, order, writ, injunction, decree or award which
relates to any of the Transferred Assets or to the Business.

3.7. Contracts; No Default; Etc. Schedule 1.1 part C lists each
Assigned Contract. Correct and complete copies of each Assigned Contract,
together with all amendments, supplements and other instruments (including side
letters) thereto effecting a modification or waiver of the terms thereof, have
been delivered to the Assignee. Each Assigned Contract is valid, subsisting
and, to the Assignor's knowledge, enforceable in accordance with its terms,
save only that such enforceability may be affected by bankruptcy, insolvency,
fraudulent conveyance, moratorium and similar laws affecting the rights of
creditors generally and by general principles of equity (whether considered in
a proceeding at law or in equity). Each such Assigned Contract is in full force
and effect, no written notice of termination or non-renewal of any Assigned
Contract has been given to the Assignor or, to the knowledge of the Assignor,
is anticipated, and there is no material default (or any event known to the
Assignor which, with the giving of notice or lapse of time or both, would
constitute a material default) by the Assignor or, to the knowledge of the
Assignor, by any other party to any such Assigned Contract, in the due timely
payment or performance of any obligation to be performed or paid under any
Assigned Contract.

3.8. Intellectual Property and Computer Assets.

(a) Except as would not singly or in the aggregate have a Material
Adverse Effect, the Assignor (or an affiliate of the Assignor) owns
all right, title and interest in, or has valid and subsisting licence
rights sufficient to use and to continue to use, all Intellectual
Property principally used in the conduct of the Business as currently
conducted by the Assignor. All Intellectual Property necessary for the
conduct of the Business as described in the Prospectus (other than the
intellectual property included in the Excluded Assets) is being
transferred to the Assignee hereunder. Except as would not singly or
in the aggregate have a Material Adverse Effect, all Intellectual
Property is free and clear of any and all Liens.

(b) Schedule 3.8(b) lists all of the Assignor's United States and
foreign registrations and applications issued by, filed with or
recorded by any governmental regulatory authority with respect to the
Intellectual Property (if any). Except as singly or in the aggregate
would not have a Materially Adverse Effect, all of such registrations
and applications are valid and in full force and effect and all
necessary actions to maintain the registrations or applications for
registration of such Intellectual Property have been taken or
instructions have been given that such actions be taken, and such
actions will be taken as of the date of this Agreement.

3.9. Undisclosed Liabilities. Except as singly or in the aggregate,
would not have a Materially Adverse Effect of the Disclosure Schedules, there
are no claims, losses, obligations or liabilities of, relating to or affecting
the Assignor or any of the Transferred Assets.

3.10. Entire Business. The Transferred Assets, together with the
services to be provided by the Assignor or its affiliates pursuant to the (i)
Administrative Services Agreement and (ii) Joint Services Agreement, constitute
all the assets, properties and rights necessary for the Assignee to conduct the
Business in all material respects as described in the Prospectus.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE ASSIGNEE

The Assignee hereby represents and warrants to the Assignor as follows:

4.1. Organisation and Good Standing. The Assignee is a limited
liability company duly organised, validly existing and in good standing under
the laws of England and Wales. The Assignee has the requisite power and
authority to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby.

4.2. Authority; Binding Effect. The Assignee has taken all necessary
corporate actions to authorise, execute and deliver this Agreement and to
perform all of its obligations under, and to consummate the transactions
contemplated by, this Agreement. This Agreement has been

duly and validly executed by the Assignee. This Agreement constitutes the valid
and binding obligation of the Assignee, enforceable against the Assignee in
accordance with its terms, subject to the effect of reorganisation, bankruptcy,
insolvency, moratorium, fraudulent conveyance and other similar laws relating
to or affecting creditors' rights generally and court decisions with respect
thereto, and subject to the application of equitable principles and the
discretion of the court (regardless of whether the enforceability is considered
in a proceeding in equity or at law).

ARTICLE 5

ASSIGNED CONTRACTS

5.1. Novation; Assignment. The Assignor and the Assignee shall, to the
extent possible, arrange for the Assigned Contracts to be novated. To the extent
that the Assignor and the Assignee agree that any particular Assigned Contract
should not be novated, then, as regards those particular Assigned Contracts, the
Assignor hereby assigns with effect from Closing, to the Assignee all of those
particular Assigned Contracts which are capable of assignment and (i) which do
not require the consent of the other parties thereto to any such assignment or
(ii) for which consent to assignment has been obtained from the other parties
thereto prior to Closing.

5.2. Assigned Contract not Novated or Assigned. All other Assigned
Contracts shall as from Closing (pending an assignment or novation thereof) be
held by the Assignor on trust for the Assignee absolutely. Insofar as such
Assigned Contracts:

(a) are not assignable or cannot be assigned without consent or without
such assignment constituting an event of default or termination, the
Assignor shall at the option of the Assignee:

(i) use all reasonable endeavours to procure that any requisite
consent is obtained; or

(ii) use all reasonable endeavours to procure that the Assignee be
granted corresponding rights (and for this purpose shall do all such
acts and things and make all such representations as the Assignee
may reasonably require) and, subject thereto, that the existing
arrangements be terminated; or

(iii) use all reasonable endeavours to procure that all relevant
third parties waive the relevant provisions; or

(iv) execute (or procure there to be executed) a declaration of
trust for the benefit of and in favour of the Assignee; or

(v) otherwise deal with the same as the Assignee may reasonably
direct; or

(b) cannot effectively be transferred to, or the obligations thereunder
cannot effectively be assumed by, the Assignee except by an agreement
of novation with one or more third party:

(i) each of the Assignor and the Assignee shall use their respective
reasonable endeavours to procure that the same be novated; and

(ii) unless and until any such novation is entered into, the
Assignor shall do or procure to be done all such acts and things in
relation thereto as the Assignee may reasonably require.

5.3. Receivables and outgoings; rights and liabilities. In respect of
each of the Assigned Contracts:

(a) as between the Assignor and the Assignee the Assigned Contract
shall be deemed to have been duly transferred to the Assignee as from
the Closing Date;

(b) responsibility for the collection of receivables and the discharge
of outgoings payable under the Assigned Contracts and the respective
obligations of the Assignor and the Assignee to account to or reimburse
each other with respect to receivables so collected and outgoings so
discharged shall be determined in accordance with the Joint Services
Agreement.

(c) as regards all rights under the Assigned Contracts other than
receivables and all liabilities under the Assigned Contracts other than
outgoings:

(i) the Assignor shall exercise all such rights and discharge all
such liabilities which fall due on or before the Closing Date and
the Assignee shall exercise all such rights and discharge all such
liabilities which fall due after the Closing Date; and

(ii) the Assignor shall account to the Assignee for the benefit of
all such rights exercised by the Assignor to the extent that they
arise after the Closing Date and the Assignee shall account to the
Assignor for the benefit of all such rights exercised by the
Assignee to the extent that they arise on or before the Closing
Date.

5.4. Matters arising prior to Closing. Nothing in this Agreement:

(a) shall require the Assignee to perform any obligation falling due
for performance, or which should have been performed, prior to Closing;

(b) shall make the Assignee liable for any act, neglect, default or
omission in respect of any of the Assigned Contracts committed by the
Assignor, or occurring, prior to Closing; or

performed by the Assignor prior to Closing.

5.5. Mutual Indemnities. The Assignor shall fully indemnify the
Assignee against all liabilities under the Assigned Contracts to the extent that
they arise on or before Closing and, subject to Sections 5.6 and 5.7, the
Assignee shall fully indemnify the Assignor against all liabilities under the
Assigned Contracts to the extent that they arise after Closing.

5.6. Rescission or termination by a third party. If the other parties
to an Assigned Contract shall rescind or terminate or purport to rescind or
terminate the Assigned Contract or shall make any other claim on the ground that
the transfer or purported transfer of the Assigned Contract by the Assignor to
the Assignee constitutes a breach of, or event of default under, the Assigned
Contract the Assignor shall fully indemnify the Assignee against all damages or
other compensation sought by such other party or parties under any such claim.

5.7. Liabilities arising as a result of Closing. Notwithstanding
anything in the previous provisions of this Article 5, the Assignor shall be
liable for and shall discharge at its own expense and for its own account and
fully indemnify the Assignee against all liabilities which arise in respect of
any of the Assigned Contracts in consequence of the execution or Closing of this
Agreement and for the purposes of this Article 5 all such liabilities shall be
deemed to arise on or before the Closing Date.

5.8. Benefit of warranties. The Assignor shall at the request of the
Assignee and at the Assignee's expense use its reasonable endeavours to extend
to the Assignee and enforce on its behalf the benefit of any warranties, express
or implied, given to the Assignor in respect of the goods or services supplied
under any of the Assigned Contracts which are supply contracts.

5.9. Other contracts. The Assignor undertakes to perform any contract
or other of its obligation relating to the Business which the Assignee is not by
this Agreement required to perform. The Assignor shall remain solely responsible
for all contracts to which it is a party which are not Assigned Contracts.

5.10. Right of the Assignee to treat Assigned Contracts as excluded. If
any of the Assigned Contracts which has not been assigned to the Assignee at
Closing has not been novated, assigned or otherwise transferred to the Assignee
within a period of 90 days after Closing, the Assignee may by notice in writing
given to the Assignor elect to treat such Assigned Contract as excluded from the
transfer referred to in Article 1 and as from receipt by the Assignor of such
notice:

(a) neither the Assignor nor the Assignee shall have any further
obligation to the other with regard to the transfer to the Assignee of
that Assigned Contract;

(b) the Assignor and the Assignee shall be released from their
obligations to each other with respect to that Assigned Contract and
the Assignor shall reimburse the Assignee, and shall fully indemnify it
against, all payments made or costs incurred by the Assignee in

prior performance of those obligations after making due allowance for
any payments or other benefits under the Assigned Contract which have
been received by the Assignee; and

(c) the Assignor shall procure that the Assigned Contract is terminated
as soon as practicable and the Assignor shall be solely liable for, and
shall fully indemnify and keep the Assignee indemnified against, all
liabilities, claims, expenses, losses or damages arising under the
Assigned Contract or in respect of its termination and the release of
the Assignor from all further obligations under it.

5.11. Third Party consents. At its own expense the Assignor will give
any notices to third parties, and will use its reasonable efforts to obtain any
third party consents, that the Assignee may request in connection with the
transaction contemplated by this Agreement, including, but not limited to, those
consents listed in Schedule 5.11. Each party to this Agreement will give notices
to, make any filings with, and use its reasonable best efforts to obtain any
authorisations, consents, and approvals of governments and governmental agencies
in connection with, the transactions contemplated by this Agreement.

ARTICLE 6

INDEMNIFICATION

6.1. The Assignor's Indemnification Obligations. Subject to the terms
and conditions of this Article 6, the Assignor agrees to defend, indemnify and
hold the Assignee, its affiliates and assigns and their respective officers,
directors, agents, attorneys, employees and representatives harmless from and
against any and all liabilities, losses, costs, damages, expenses, penalties,
deficiencies, fines and Taxes, including, without limitation, reasonable legal
and other expenses (collectively, "Damages"), directly or indirectly arising out
of, resulting from or relating to:

(a) any breach of any representation, warranty, covenant, agreement or
obligation of the Assignor contained in this Agreement;

(b) any Excluded Liability;

(c) the conduct of the Business, and the ownership, use and operation
of the Transferred Assets, on or prior to the Closing Date; and

(d) the use, operation or ownership of the Excluded Assets prior to or
after Closing including, without limitation, the Excluded Software.

6.2. The Assignee's Indemnification Obligations. Subject to the terms
and conditions of this Article 6, the Assignee agrees to defend, indemnify and
hold the Assignor, its affiliates,

officers, directors, agents, attorneys, employees and representatives harmless
from and against any and all Damages directly or indirectly arising out of,
resulting from or relating to:

(a) any breach of any representation, warranty, covenant, agreement or
obligation of the Assignee contained in this Agreement; or

(b) any Assumed Liability (including, without limitation, any failure
by the Assignee to perform pursuant hereto the obligations to be
performed by it after the Closing under any Assigned Contracts or the
use, operation or ownership of the Transferred Assets or operation of
the Business after Closing).

6.3. Claims for Indemnification; Defence of Indemnified Claims. For
purposes of this Section, the party entitled to indemnification shall be
referred to as the Indemnified Party and the party required to indemnify shall
be referred to as the Indemnifying Party. In the event that the Indemnifying
Party shall be obligated to the Indemnified Party pursuant to this Article 6 or
in the event that a suit, action, investigation, claim or proceeding is begun,
made or instituted as a result of which the Indemnifying Party may become
obligated to the Indemnified Party hereunder, the Indemnified Party shall give
prompt written notice to the Indemnifying Party of the occurrence of such event,
specifying the basis for such claim or demand, and the amount or estimated
amount thereof to the extent then determinable (which estimate shall not be
conclusive of the final amount of such claim or demand); provided, however, that
the failure to give such notice shall not constitute a waiver of the right to
indemnification hereunder, except to the extent that the Indemnifying Party is
actually prejudiced in a material respect thereby. The Indemnifying Party agrees
to defend, contest or otherwise protect against any such suit, action,
investigation, claim or proceeding at the Indemnifying Party's own cost and
expense with counsel of its own choice, who shall be, however, reasonably
acceptable to the Indemnified Party. The Indemnifying Party may not make any
compromise or settlement without the prior written consent of the Indemnified
Party (which will not be unreasonably withheld or delayed) and the Indemnified
Party shall receive a full and unconditional release reasonably satisfactory to
it pursuant to such compromise or settlement. The Indemnified Party shall have
the right but not the obligation to participate at its own expense in the
defence thereof by counsel of its own choice. If requested by the Indemnifying
Party, the Indemnified Party shall (at the Indemnifying Party's expense) (i)
cooperate with the Indemnifying Party and its counsel in contesting any claim or
demand which the Indemnifying Party defends, (ii) provide the Indemnifying Party
with reasonable access during normal business hours to its books and records to
the extent that such books and records relate to the condition or operation of
the Business and are requested by the Indemnifying Party to perform its
indemnification obligations hereunder, and to make copies of such books and
records, and (iii) make personnel available to assist in locating any books and
records relating to the Business or whose assistance, participation or testimony
is reasonably required in anticipation of, preparation for, or the prosecution
and defence of, any claim subject to this Article 6. In the event that the
Indemnifying Party fails timely to defend, contest or otherwise protect the

Indemnified Party against any such suit, action, investigation, claim or
proceeding, the Indemnified Party shall have the right to defend, contest or
otherwise protect the Indemnified Party against the same and may make any
compromise or settlement thereof and recover the entire cost thereof from the
Indemnifying Party, including, without limitation, reasonable attorneys' fees,
disbursements and all amounts paid as a result of such suit, action,
investigation, claim or proceeding or compromise or settlement thereof.

6.4. Payments; Non-Exclusivity Payments; Non-Exclusivity. Any amounts
due to an Indemnified Party under this Article 6 shall be due and payable by the
Indemnifying Party within fifteen (15) business days after (i) in the case of a
claim which does not involve any third party, receipt of written demand therefor
and (ii) in the case of a claim which involves a third party, the final
disposition of such claim or demand, provided legal and other out-of-pocket
costs and expenses are reimbursed currently within fifteen (15) business days
after demand therefor. The remedies conferred in this Article 6 are intended to
be without prejudice to any other rights or remedies available at law or equity
to the Indemnified Parties, now or hereafter.

ARTICLE 7

CONDITIONS TO THE ASSIGNEE'S OBLIGATIONS

The obligations of the Assignee to consummate the transactions
contemplated hereby shall be subject to the fulfillment on or prior to the
Closing Date of the following conditions any, or all of which may be waived in
whole or in part by the Assignee to the extent permitted by applicable law:

7.1. Representations, Warranties and Covenants of the Assignor. The
Assignor shall have complied in all material respects with all of its agreements
and covenants contained herein (including the obligations of the Assignor to
deliver the documents specified in Section 1.5) to be performed at or prior to
the Closing Date, and all of the representations and warranties of the Assignor
contained herein shall be true in all material respects on and as of the Closing
Date with the same effect as though made on and as of the Closing Date, except
to the extent that such representations and warranties were made as of a
specified date and, as to such representations and warranties, the same shall
continue on the Closing Date to have been true in all material respects as of
the specified date.

7.2. Other Consents and Filings. All material approvals and consents of
or filings with governmental or regulatory authorities, and all material
approvals and consents of any other persons (including, without limitation, all
third party consents under each of the Assigned Contracts), required to permit
the consummation of all of the transactions contemplated hereby shall have been
obtained or made, as the case may be, to the reasonable satisfaction of the
Assignee; provided, however, that it shall not be a condition to Assignee's
obligation to close the transactions contemplated hereby if the failure to
obtain any such approvals, consents or filings would not be material to the
Business or the Transferred Assets. For purposes of this Section 7.2, it is
understood and agreed that the failure to obtain any of the approvals, consents
and

filings listed in Schedule 7.2 shall be deemed to be material to the Business or
the Transferred Assets.

7.3. Absence of Litigation. No proceeding, action, suit, investigation,
litigation or claim challenging the legality of, or seeking to restrain,
prohibit or modify the transactions contemplated by this Agreement or the
Additional Agreements shall have been instituted and not settled or otherwise
terminated.

7.4. No Prohibition. No law, statute, rule or regulation or injunction,
order, judgment, ruling, decree or settlement of any court or administrative
agency shall be in effect which prohibits the Assignee from consummating the
transactions contemplated hereby or operating any Transferred Asset after the
Closing Date.

ARTICLE 8

CONDITIONS TO THE ASSIGNOR'S OBLIGATIONS

The obligations of the Assignor to consummate the transactions
contemplated hereby shall be subject to the satisfaction (or waiver by the
Assignor) on or prior to the Closing Date of all of the following conditions:

8.1. Representations, Warranties and Covenants of the Assignee. The
Assignee shall have complied in all material respects with all of its agreements
and covenants contained herein (including the obligation of the Assignee to
deliver the documents specified in Section 1.5) to be performed at or prior to
the Closing Date, and all of the representations and warranties of the Assignee
contained herein shall be true in all material respects on and as of the Closing
Date with the same effect as though made on and as of the Closing Date, except
to the extent that such representations and warranties were made as of a
specified date and, as to such representations and warranties, the same shall
continue on the Closing Date to have been true in all material respects as of
the specified date.

8.2. No Prohibition. No law, statute, rule or regulation or injunction,
order, judgment, ruling, decree or settlement of any court or administrative
agency shall be in effect which prohibits the Assignor from consummating the
transactions contemplated hereby.

ARTICLE 9

TERMINATION PRIOR TO CLOSING

9.1. Termination. This Agreement may be terminated at any time prior to
the Closing:

(a) by the mutual written consent of the Assignee and the Assignor; or

(b) by either the Assignor or the Assignee in writing, without
liability to the terminating party on account of such termination
(provided that the terminating party is not otherwise in breach of this
Agreement), if there shall have been a material breach by the other
party of its representations, warranties, covenants or agreements
contained herein, the non-breaching party has notified the breaching
party of the breach, and the breach has continued without cure for a
period of 30 days after such notice of breach.

9.2. Effect on Obligations. Termination of this Agreement pursuant to
this Article shall terminate all obligations of the parties hereunder; provided,
however, that termination pursuant to paragraph (b) of Section 9.1 shall not
relieve any party that breached its covenants or agreements contained herein or
in any related agreement from any liability to the other party hereto by reason
of such breach.

ARTICLE 10

MISCELLANEOUS

10.1. Successors and Assigns. This Agreement shall not be assignable by
the Assignee without the prior written consent of the Assignor. The terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and permitted assigns of the parties hereto.

10.2. Headings. The headings of the Articles and Sections of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction hereof.

10.3. Modification and Waiver. No amendment, modification or alteration
of the terms or provisions of this Agreement shall be binding unless the same
shall be in writing and duly executed by the parties hereto; provided, however,
that each amendment, modification, alteration or waiver hereof or hereunder must
be approved by a majority of the outside directors of eSpeed, Inc.. For purposes
of this Agreement, an outside director shall mean a director who is not an
employee, partner or affiliate (other than solely by reason of being an eSpeed,
Inc. director) of eSpeed, Inc., Cantor ▇▇▇▇▇▇▇▇▇▇, ▇.▇. or any of their
respective affiliates. No waiver of any of the provisions of this Agreement
shall be deemed to or shall constitute a waiver of any other provision hereof
(whether or not similar). No delay on the part of any party in exercising any
right, power of privilege hereunder shall operate as a waiver thereof.

10.4. Broker's Fees. Each party represents and warrants that no broker,
finder or investment banker is entitled to any brokerage, finder's or other fee
or commission in connection with the transactions contemplated hereby.

10.5. Expenses. The Assignor and the Assignee shall pay its own costs
and expenses incurred in connection with the preparation and execution and
delivery of this Agreement, including, without limiting the generality of the
foregoing, fees and expenses of financial consultants, accountants and counsel
provided that the Assignee shall bear the cost of any stamp duty, stamp duty
reserve and similar taxes in connection with any transfer of assets pursuant to
this Agreement. The obligation to pay expenses pursuant to this Section 10.5
shall not in any way limit or expand any obligation of the Assignor or the
Assignee to bear and pay costs and expenses relating to the actual assignment of
Transferred Assets pursuant to Section 1.1.

10.6. Notices. Any notice, request, instruction or other document to be
given hereunder by either party hereto to the other party shall be in writing
and delivered personally or sent by electronic facsimile transmission, by
overnight courier or by registered or certified mail, postage prepaid,

If to the Assignor to:

Cantor ▇▇▇▇▇▇▇▇▇▇ International
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Attention: General Counsel
Fax Number: ▇▇▇▇ ▇▇▇ ▇▇▇▇

If to the Assignee to:

eSpeed Securities International Limited
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Attention: General Counsel
Fax Number: ▇▇▇▇ ▇▇▇ ▇▇▇▇

or at such other address for a party as shall be specified by like notice. Any
notice which is delivered personally or by a form of written telecommunications
in the manner provided herein shall be deemed to have been duly given to the
party to whom it is directed upon the actual receipt by such party. Any notice
which is addressed and sent in the manner herein provided shall be conclusively
presumed to have been duly given to the party to which it is addressed at the
close of business, local time of the recipient, on the first day, if mailed by
overnight courier, and otherwise on the third day, after the day it is so sent.

10.7. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of England applicable to agreements made and to be
performed wholly within such jurisdiction. Each of the parties hereto hereby
irrevocably and unconditionally consents to submit to the exclusive jurisdiction
of the High Court of Justice in England for any

litigation arising out of or relating to this agreement and the transactions
contemplated hereby (and agrees not to commence any litigation relating thereto
except in such courts), and further agrees that service of any process, summons,
notice or document by registered mail to its respective address set forth in
section 10.6 shall be effective service of process for any litigation brought
against it in such court. Each of the parties hereto hereby irrevocably and
unconditionally waives any objection to the laying of venue of any litigation
arising out of this agreement or the transactions contemplated hereby in the
High Court of Justice in England, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such litigation brought in any such court has been brought in an
inconvenient forum.

10.8. Other Covenants. Subject to Section 7.2, to the extent that any
consents needed to assign to the Assignee any of the Transferred Assets have not
been obtained on or prior to the Closing Date, this Agreement shall not
constitute an assignment or attempted assignment thereof if such assignment or
attempted assignment would constitute a breach thereof. If any such consent
shall not be obtained on or prior to the Closing Date, then (i) the Assignee and
the Assignor, if required under applicable law, shall use their reasonable best
efforts in good faith to obtain such consent as promptly as practicable
thereafter (provided that reasonable best efforts shall not include the payment
of monies to any third party) and (ii) until such consent is obtained, the
parties shall use reasonable efforts in good faith to cooperate and to cause
each of their respective affiliates to cooperate, in any lawful arrangement
(including licensing, subleasing or subcontracting if permitted) designed to
provide to the Assignee the operational and economic benefits under any such
Transferred Assets.

10.9. Disclosure Schedule and Exhibits; Entire Agreement. The
Disclosure Schedules, and all exhibits and attachments to the Disclosure
Schedules, an all exhibits to, and documents expressly incorporated into this
Agreement, and any other attachments to this Agreement are hereby incorporated
into this Agreement and are made a part hereof as if set out in full in this
Agreement. This Agreement (and the agreements, certificates and other documents
delivered hereunder), unless otherwise provided herein, supersedes all other
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof and constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof.

10.10. Further Assurances. At its own expense each party hereto shall
execute, deliver, file and record, or cause to be executed, delivered, filed and
recorded, such further agreements, instruments and other documents and take, or
cause to be taken, such further actions, as the other party may reasonably
request as being necessary or advisable to effect or evidence the transactions
contemplated by this Agreement. Furthermore, each party hereto agrees to comply
with all applicable laws relating to the conduct of its business.

10.11. Survival of Representations and Warranties. All of the
representations and warranties of the Assignor and the Assignee contained in
this Agreement shall survive Closing

(even if the damaged party knew or had reason to know of any misrepresentation
or breach of warranty at the time of Closing) and continue in full force and
effect for ten (10) years thereafter (subject to any applicable statutes of
limitations).

10.12. Invalid Provisions. If any provision of this Agreement is held
to be illegal, invalid or unenforceable, and if the rights or obligations of any
party hereto under this Agreement will not be materially and adversely affected
thereby, (i) such provision will be fully severable, (ii) this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof, (iii) the remaining provisions of this
Agreement will remain in full force and effect and will not be affected by the
illegal, invalid or unenforceable provision or by its severance herefrom and
(iv) in lieu of such illegal, invalid or unenforceable provision, there will be
added automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible.

10.13. 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.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf as of the date first above written.

SIGNED by )
for and on behalf of )
CANTOR ▇▇▇▇▇▇▇▇▇▇ )
INTERNATIONAL )

SIGNED by )
for and on behalf of )
eSPEED SECURITIES )
INTERNATIONAL LIMITED )

SIGNED by )
for and on behalf of )
CANTOR ▇▇▇▇▇▇▇▇▇▇ )
INTERNATIONAL HOLDINGS L.P. )

SCHEDULE 1.1
PART A - TRANSFERRED ASSETS

SPIDER ASSETS
US FIXED
# SSET CAT CO ACC ACCTTITLE DATE ITEM DESCRIPTION INV NO SUPPLIER

1 Customer Equip. F'FURT 5700 Equip. and mach. JAN-97 FIT OUT COSTS RE COMP EQUIP ALTSTADTBAU
1 Customer Equip. CFI 5700 Equip. and mach. May-96 10" 29MM DDC 15-40K O/▇▇ ▇▇▇▇▇ x 40 KME
1 Customer Equip. CFI 5700 Equip. and mach. May-96 10" 29MM DDC 15-40K O/▇▇ ▇▇▇▇▇ x 36 KME
1 Customer Equip. CFI 5700 Equip. and mach. May-96 10" 29MM DDC 15-40K O/▇▇ ▇▇▇▇▇ x 30 KME
1 Customer Equip. CFI 5700 Equip. and mach. May-96 10" 29MM DDC 15-40K O/▇▇ ▇▇▇▇▇ x 25 KME
1 Customer Equip. CFI 5700 Equip. and mach. JUN-96 VT525 TERMINALS x 50 ONLINE
1 Customer Equip. CFI 5700 Equip. and mach. Jan-96 10" 29mm DDC O/▇▇ ▇▇▇▇▇ KENT MODULAR ELECT
1 Customer Equip. CFI 5700 Equip. and mach. May-96 10" 29MM DDC 15-40K O/▇▇ ▇▇▇▇▇ x 20 KME
1 Customer Equip. CFI 5700 Equip. and mach. APR-96 29MM DDC O/▇▇ ▇▇▇▇▇ KME
1 Customer Equip. CFI 5700 Equip. and mach. May-96 10" 29MM DDC 15-40K O/▇▇ ▇▇▇▇▇ x 20 KME
1 Customer Equip. CFI 5700 Equip. and mach. Dec-95 VT525 TERMINALS x 100 ON-LINE COMM
1 Customer Equip. CFI 5700 Equip. and mach. Feb-96 10" 29MM DDC O/▇▇ ▇▇▇▇▇ x 40 KENT MODULAR ELEC
1 Customer Equip. CFI 5700 Equip. and mach. May-96 10" 29MM DDC 15-40K O/▇▇ ▇▇▇▇▇ x 16 KME
1 Customer Equip. CFI 5600 Computer Equip. Feb-97 E105 QPC AC DEVELOPMENT ALPHAN
1 Customer Equip. CFI 5700 Equip. and mach. Feb-96 MAINS LEAD x 30 & DCC STACK x 30 KENT MODULAR SERV
1 Customer Equip. CFI 5600 Computer Equip. JUL-96 10" 29MM DDC 15-40 O/▇▇ ▇▇▇▇▇ x 12 KME
1 Customer Equip. CFI 5600 Computer Equip. May-98 VT525 AE DEC TERMINAL X12 40/1592 ONLINE
1 Customer Equip. CFI 5700 Equip. and mach. Nov-95 10" M/F KME GREY RFI KME
1 Customer Equip. CFI 5600 Computer Equip. JUL-96 13" DDC ▇▇-▇▇ ▇/▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
1 Customer Equip. CFI 5600 Computer Equip. JUL-96 10" 29MM DDC STACK x 10 KME
1 Customer Equip. CFI 5600 Computer Equip. JUL-96 10" 29MM DDC 15-40 O/▇▇ ▇▇▇▇▇ x 10 KME
1 Customer Equip. CFI 5700 Equip. and mach. MAR 96 MAIN LEAD & 10"29MM DCC STACK x 22 KME

AS AT MARCH 10 1999
USD
# USD COST VALUE

1 84,257 36,231
1 34,949 15,028
1 31,330 13,472
1 26,145 11,242
1 21,832 9,388
1 19,536 8,401
1 43,387 9,545
1 17,646 7,588
1 17,646 7,588
1 17,601 7,568
1 35,709 7,856
1 34,656 7,624
1 14,117 6,070
1 12,804 5,506
1 26,032 5,727
1 10,844 4,663
1 3,717 3,754
1 21,985 4,837
1 9,156 3,937
1 9,130 3,926
1 8,779 3,775
1 19,079 4,197

1 Customer Equip. CFI 5700 Equip. and mach. APR-96 29MM DCC O/▇▇ ▇▇▇▇▇ x 5 KME
1 Customer Equip. CFI 5600 Computer Equip. Sep-97 ABS BACKUP SYSTEM INSTALLATION CITYNE
1 Customer Equip. CFI 5700 Equip. and mach. MAR 96 10" 29MM DDC STACK KME
1 Customer Equip. CFI 5700 Equip. and mach. May-96 SP 282 SE 548T MODIFIED x 2 SPEAKEASY
1 Customer Equip. CFI 5700 Equip. and mach. Feb-96 10" 29MM DDC 15-40k STACK x 30 KENT MODULAR ELEC
1 Customer Equip. CFI 5700 Equip. and mach. Sep-95 CISCO 2503 SYSTEM CHERNI
1 Customer Equip. CFI 5700 Equip. and mach. May-96 WYSE 350 TERMINALS TRONIX
1 Customer Equip. CFI 5700 Equip. and mach. APR-96 3268 FAST V34 / 3266 FAST V34 DATAGUARDIAN
1 Customer Equip. CFI 5700 Equip. and mach. Sep-95 10" M/FREQ KME GREY RFI 240V KME
1 Customer Equip. CFI 5700 Equip. and mach. Aug-95 CISCO 2511 SYSTEM CHERNI
1 Customer Equip. CFI 5700 Equip. and mach. Aug-95 CISCO 2511 SYSTEM CHERNI
1 Customer Equip. CFI 5700 Equip. and mach. Feb-96 FAST V34 x 3 DATAGUARDIAN
1 Customer Equip. CFI 5700 Equip. and mach. Sep-95 CISCO 2503 SYSTEM CHERNI
1 Customer Equip. CFI 5700 Equip. and mach. Nov-95 SCICON S8000/2 x 25 PAD CITYNE
1 Customer Equip. CFI 5700 Equip. and mach. Feb-95 ISDN BASIC RATE INTERFACES GADC
1 Customer Equip. CFI 5700 Equip. and mach. May-94 LASER SPEAKERS,QUATTRO 4 INTO 1'S KEY COMMS
1 Customer Equip. CFI 5600 Computer Equip. JUL-96 10" 29MM DDC 15-40K O/▇▇ ▇▇▇▇▇ x 20 KME
CUSTOMER EQUIP. 39 ITEMS
TOTAL
9 Cabling PARIS 5700 Equip. and mach. Jun-98 CABLING INV1250 DATACABLING
9 Cabling CFSNC 5700 Equip. and mach. Sep-97 CABLES AND DEALERBOARDS ETRALI
9 Cabling PARIS 5700 Equip. and mach. Jun-98 CABLING INV 1257 DATACABLING
9 Cabling CFSNC 5600 Computer Equip. Aug-97 NEW CABLE LINES ETRALI
9 Cabling LUX 5700 Equip. and mach. JAN-97 CABLING DATA CABLING
9 Cabling LUX 5700 Equip. and mach. ▇▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇▇ FROM 5570 - SINGLE SIEMANS
SHELF/DUAL SHELF CABLE
9 Cabling CFI 5700 Equip. and mach. JAN-97 CABLES & BASE UNIT NETRIX CORP
9 Cabling CFI 5700 Equip. and mach. Jul-97 CABLING SERVICES DCS
9 Cabling CFI 5700 Equip. and mach. Feb-96 CABLING SERVICES DATA CABLING
9 Cabling CFI 5700 Equip. and mach. Jun-98 VARIOUS CARDS/CABLES 4652 CERTACOM
9 Cabling CFI 5700 Equip. and mach. Jul-97 CABLING SERVICES DCS
9 Cabling CFI 5600 Computer Equip. JAN-97 CABLES 1017 (PART OF ACCRUAL IN 6600) DATACABLING
9 Cabling CFI 5700 Equip. and mach. MAR 96 CABLING INFRASTRUCTURE DATA CABLING SERVS
9 Cabling LUX 5600 Computer Equip. Aug-97 CABLING DATACABLING
9 Cabling CFI 5700 Equip. and mach. Jul-97 CABLING SERVICES DCS

1 4,420 1,901
1 2,732 1,749
1 8,677 1,909
1 3,479 1,496
1 6,970 1,533
1 6,811 1,498
1 2,809 1,208
1 2,581 1,110
1 4,953 1,090
1 4,733 1,041
1 4,733 1,041
1 3,867 851
1 3,839 845
1 2,709 596
1 14,580 0
1 3,748 0
1 0
601,981 205,791

9 24,872 27,985
9 31,907 28,881
9 17,588 19,789
9 13,674 12,377
9 16,402 11,402
9 6,968 7,841

9 8,026 7,264
9 7,307 6,614
9 23,588 11,444
9 4,162 4,683
9 5,272 4,772
9 4,690 4,245
9 16,734 8,119
9 4,385 3,969
9 3,205 2,901

9 Cabling CFI 5700 Equip. and mach. APR-96 CABLING INFRASTRUCTURE
9 Cabling CFI 5700 Equip. and mach. Jul-97 CABLING SERVICES
9 Cabling CFI 5600 Computer Equip. Jun-97 CABLES AND EQUIP
9 Cabling CFI 5700 Equip. and mach. Jul-97 CABLING SERVICES
9 Cabling CFI 5700 Equip. and mach. Sep-95 MISCELLANEOUS EQUIPMENT
9 Cabling CFI 5700 Equip. and mach. Sep-95 MISCELLANEOUS EQUIPMENT
9 Cabling CFI 5700 Equip. and mach. Oct-95 MISCELLANEOUS WORK
9 Cabling CFI 5700 Equip. and mach. Aug-95 INSTALL FIBRE OPTIC CABLES
9 Cabling CFI 5600 Computer Equip. Jul-97 HUB EXPANSION CABLE
9 Cabling LUX 5700 Equip. and mach. JAN-97 ELECTRICAL INSTALLATION
9 Cabling CFI 5600 Computer Equip. JAN-97 CABLES 941
9 Cabling CFI 5600 Computer Equip. DEC-96 10 FOOT MALE CABLE x 60
9 Cabling CFI 5700 Equip. and mach. Nov-95 INSTALL CAT 5 CABLING INFRASTRUCT
9 Cabling CFI 5700 Equip. and mach. Feb-96 CABELING
9 Cabling CFI 5600 Computer Equip. Jun-97 EQUIPMENT
9 Cabling CFI 5700 Equip. and mach. Jul-97 CABLING SERVICES
9 Cabling CFI 5600 Computer Equip. JAN-97 CABLES 944
9 Cabling CFI 5700 Equip. and mach. Jan-98 CABLING PARTS
9 Cabling CFI 5600 Computer Equip. Jun-97 EQUIPMENT
9 Cabling CFI 5700 Equip. and mach. APR-96 SUP&INS CAT5 CAB TERM TO PATCH PANEL
9 Cabling CFI 5700 Equip. and mach. Nov-95 WORKS/EQUIP FOR EQUITY PROJECT
9 Cabling F'FURT 5700 Equip. and mach. May-97 CABLE FOR PANEL
9 Cabling CFI 5600 Computer Equip. Apr-97 10 FOOT MALE DTE X.21 CABLE
9 Cabling CFI 5600 Computer Equip. Feb-97 CABLING
9 Cabling CFI 5600 Computer Equip. JAN-97 CABLES 946
9 Cabling CFI 5700 Equip. and mach. Feb-96 CABELING
9 Cabling CFI 5600 Computer Equip. JAN-97 CABLES 1042
9 Cabling CFI 5600 Computer Equip. JAN-97 CABLES 945
9 Cabling CFI 5700 Equip. and mach. Sep-95 MISCELLANEOUS EQUIPMENT
9 Cabling CFI 5600 Computer Equip. Feb-97
9 Cabling CFI 5700 Equip. and mach. Jan-96 CABLES
9 Cabling CFI 5600 Computer Equip. Apr-97 10 FOOT MALE DTE X.21 CABLE ]

9 DATA CABLING 4,399 3,058
9 DCS 2,728 2,469
9 DCS 2,578 2,333
9 DCS 2,060 1,865
9 DATA CAB 5,973 2,898
9 DATA CAB 5,440 2,639
9 DATACA 5,121 2,484
9 ECOM 5,000 2,426
9 ▇▇▇▇▇▇ 1,313 1,188
9 ▇▇▇▇▇▇▇ ▇▇ 2,004 1,393
9 DATACABLING 1,875 1,303
9 ▇▇▇▇▇▇ 1,715 1,192
9 ECOM 3,876 1,880
9 DATA CABLING SERVICES 3,742 1,816
9 DATA CABLING SERVICES 997 902
9 DCS 952 862
9 DATACABLING 1,297 902
9 DATAFO 581 638
9 DATA CABLING SERVICES 726 657
9 ECOM 1,133 786
9 ECOM 2,270 1,101
9 MKI 539 488
9 SIEMENS 473 428
9 DATACA 471 426
9 DATACABLING 710 494
9 DATA CABLING SERVICES 1,608 780
9 DATACABLING 691 480
9 DATACABLING 668 464
9 DATACAB 1,474 715
9 DATACA 618 430
9 BTPRESS 1,399 679
9 SIEMENS 355 321

9 Cabling CFI 5700 Equip. and mach. Jul-97 CABLING SERVICES
9 Cabling CFI 5600 Computer Equip. Apr-97 10 FOOT MALE DTE X.21 CABLE
9 Cabling CFI 5700 Equip. and mach. Oct-95 MISCELLANEOUS WORK
9 Cabling CFI 5700 Equip. and mach. JUL-96 12 INCH CABLE TRAY
9 Cabling CFI 5600 Computer Equip. JAN-97 CABLES 1025
9 Cabling CFI 5700 Equip. and mach. JUL-96 FIBRE OPTIC ST MEDIA CONVECTORS x 6
9 Cabling CFI 5600 Computer Equip. Jun-97 MAINS LEADS
9 Cabling CFI 5600 Computer Equip. JAN-97 CABLES 942
9 Cabling CFI 5600 Computer Equip. JAN-97 CABLES 1024
9 Cabling CFI 5700 Equip. and mach. MAR-97 10 FOOT MALE DTE CABLE
9 Cabling CFI 5700 Equip. and mach. Jun-95 MULTIMODE FIBRECORES
9 Cabling CFI 5700 Equip. and mach. Aug-95 CW 1308 INT TELEPHONE CABLE
9 Cabling CFI 5700 Equip. and mach. MAR 96 INSTALL CABLING
9 Cabling LUX 5700 Equip. and mach. Jul-97 INSTALL CABLES
9 Cabling CFI 5700 Equip. and mach. Feb-96 VGA VIDEO EXT CABLE
9 Cabling CFI 5700 Equip. and mach. MAR 96 CABLING INFRASTRUCTURE
9 Cabling CFI 5700 Equip. and mach. Nov-95 VGA VIDEO EXT CABLE
9 Cabling CFI 5700 Equip. and mach. Oct-95 INSTALL VIDEO/KEYBOARD CABLES
9 Cabling CFI 5700 Equip. and mach. Sep-95 TELEPHONE CABLE
9 Cabling CFI 5700 Equip. and mach. MAR 96 INSTALL CABLING
9 Cabling CFI 5700 Equip. and mach. MAR 96 CABLING INFRASTRUCTURE
9 Cabling CFI 5700 Equip. and mach. Oct-95 CW1308 50 PAIR & EARTH
9 Cabling CFI 5600 Computer Equip. Apr-97 E1 CABLES
9 Cabling CFI 5700 Equip. and mach. Dec-94 DRUMS OF CABLE
9 Cabling CFI 5700 Equip. and mach. Sep-94 FIBRE OPTICS AND FLYLEADS
9 Cabling CFI 5700 Equip. and mach. Apr-94 8 X 50M TELCO CONNECTING LEADS
9 Cabling CFI 5700 Equip. and mach. ▇▇▇-▇▇ ▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇ 5700 Equip. and mach. Nov-94 TELECOMMUNICATION CABLE
CABLING TOTAL 75 ITEMS
10 Network Equip. F'FURT 5700 Equip. and mach. Jun-98 INSTALLATION PROJECT MANAGEMENT
10 Network Equip. CFI 5600 Computer Equip. DEC-96 ETHERNET /SERIAL/BRI ROUTER x 36
10 Network Equip. CFI 5600 Computer Equip. OCT-96 625-7 HP OPENVIEW NETWORK NODE
MANAGER & EQUIPMENT
10 Network Equip. CFI 5600 Computer Equip. Jul-97 SUPPLY NETWORK MAINTENANCE

9 DCS 341 308
9 SIEMENS 336 304
9 DATACA 1,156 561
9 CARRINGTONS 481 334
9 DATACABLING 471 327
9 ECOM 457 318
9 DATAFORM INSTALL 282 256
9 DATACABLING 435 302
9 DATACABLING 408 284
9 SIEMENS 338 235
9 ECOM 736 357
9 DACOM 701 340
9 DATA CABLING 689 334
9 GERTRONICS 167 151
9 BLACKBOX 545 265
9 DATA CABLING 541 263
9 BLACKB 443 215
9 PRECIS 413 200
9 DACOM 373 181
9 DATA CABLING 351 170
9 DATA CABLING 348 169
9 1STCONN 343 166
9 SIEMENS 72 65
9 BME 2,326 0
9 ECOM 444 0
9 BME 386 0
9 BME 2,525 0
9 INCOMM 533 -27
270,206 208,863
10 SIEMANS 180,024 154,821
10 ▇▇▇▇▇▇ 191,388 122,488
10 SIEMENS 234,767 100,950
10 ▇▇▇▇▇▇ 54,457 34,852

10 Network Equip. CFI 5700 Equip. and mach. MAR 96 CLIENT DISTRIBUTION NETWORK
10 Network Equip. CFI 5600 Computer Equip. DEC-96 ETHERNET /SERIAL/BRI ROUTER
10 Network Equip. CFI 5700 Equip. and mach. Sep-95 3COM ETHERLINK III
10 Network Equip. CFI 5600 Computer Equip. Oct-98 SUN MODULE/DISK/ULTRA 90052890
10 Network Equip. CFI 5700 Equip. and mach. APR-96 SUP&INST 96 CORES 1ST FL & BASEMENT
10 Network Equip. MILAN 5600 Computer Equip. Jun-98 ETHERNET ADAPTOR 980103563A
10 Network Equip. CFI 5700 Equip. and mach. May-96 OPENVIEW NETWORK NODENW NODE
10 Network Equip. CFI 5600 Computer Equip. Dec-97 NETWORK CONNECTIONS EQUIP
10 Network Equip. CFI 5700 Equip. and mach. Jan-96 IBM TCP/IP x 18 & 3COM x 3
10 Network Equip. F'FURT 5700 Equip. and mach. FEB-97 BRIDGING/INTERFACE CARDS
10 Network Equip. CFI 5700 Equip. and mach. JUN-96 ETHERNET BRI ROUTER & IOS FEATURE SET
10 Network Equip. CFSNC 5600 Computer Equip. Mar-99 PARIS CDS DISTRIBUTION SERVERS-SUN ULTRA
10 Network Equip. CFI 5600 Computer Equip. SEP-96 ALPHA STATION / VAX STATION / DEC
STORAGE WORKS etc
10 Network Equip. CFI 5600 Computer Equip. SEP-96 ETHERNET ROUTER AND CABLES
10 Network Equip. CFI 5700 Equip. and mach. Jul-98 NETWORK COST 5002
10 Network Equip. CFI 5700 Equip. and mach. Sep-95 3COM ETHERLINK III
10 Network Equip. CFI 5700 Equip. and mach. JUN-96 ETHERNET BRI ROUTER
10 Network Equip. CFI 5600 Computer Equip. Jul-97 ENET 14 HUB PTS \21 CABLE
10 Network Equip. CFI 5600 Computer Equip. Jul-97 ENET 14 HUB PTS \21 CABLE
10 Network Equip. CFI 5700 Equip. and mach. Jul-97 DUAL AC POWER SUPPLY OPTION
10 Network Equip. LUX 5600 Computer Equip. Dec-96 ETHERNET/SERIAL/BRI ROUTER
10 Network Equip. MILAN 5600 Computer Equip. Nov-97 NETWORK EQUIP
10 Network Equip. CFI 5600 Computer Equip. May-97 SOLAR MGMT BUNDLE
10 Network Equip. CFI 5600 Computer Equip. Dec-97 NETWORK CONNECTIONS EQUIP
10 Network Equip. F'FURT 5600 Computer Equip. JAN-97 ETHERNET ROUTER AND CABLES
10 Network Equip. CFI 5600 Computer Equip. Apr-98 UPGRADE CUST/DOMESTIC OU &
CISCO WORKS OP/1023004
10 Network Equip. CFI 5600 Computer Equip. DEC-96 ETHERNET /SERIAL/BRI ROUTER
10 Network Equip. CFI 5600 Computer Equip. NOV-96 IOS IP FEATURE SET &
ETHERNET/SERIAL/BRI ROUTER
10 Network Equip. CFI 5600 Computer Equip. Nov-95 1300P-120T 12 PORT HUB
WITH TRANSCEIVER
10 Network Equip. CFI 5600 Computer Equip. Jan-98 REPLACE PAIR OF ROUTERS
10 Network Equip. CFI 5600 Computer Equip. Dec-97 MULTIPROTOCOL ROUTER
10 Network Equip. CFI 5700 Equip. and mach. May-96 CISCIWORKS FOR HP OPENVIEW
10 Network Equip. CFI 5700 Equip. and mach. Sep-95 324T 24 PORT CONCENTRATORS

10 SIEMENS 182,094 40,061
10 ▇▇▇▇▇▇ 49,125 31,440
10 COMPU 161,281 35,482
10 ▇▇▇▇▇ 26,773 23,025
10 ECOM 37,092 15,950
10 INFO PRODUCTS 14,476 12,449
10 ▇▇▇▇▇▇ 29,485 12,678
10 DATA GUARDIAN 17,144 10,972
10 COMPU4 60,028 13,206
10 ACL 24,726 10,632
10 SIEMENS 24,623 10,588
10 ▇▇▇▇▇ 9,236 9,606
10
KELTEC 23,618 10,156
10 SIEMENS NETWORK 21,142 9,091
10 CERTACOM 9,566 8,227
10 COMPU 45,821 10,081
10 ▇▇▇▇▇▇ 19,662 8,455
10 ▇▇▇▇▇▇ 8,485 7,297
10 ▇▇▇▇▇▇ 8,485 7,297
10 ▇▇▇▇▇▇ 11,689 7,481
10 SIEMENS 18,052 7,762
10 SIEMANS 11,482 7,348
10 ▇▇▇▇▇▇ 9,972 6,382
10 AVT 9,477 6,065
10 SIEMENS 14,341 6,167
10
▇▇▇▇▇▇ 5,719 4,918
10 ▇▇▇▇▇▇ 12,326 5,300
10
SIEMENS 12,281 5,281
10
CASTLE 4,610 4,656
10 DCS 7,521 4,813
10 ▇▇▇▇▇▇ 8,427 4,822
10 ▇▇▇▇▇▇ 10,804 4,646
10 CASTLE 20,750 4,565

10 Network Equip. CFSNC 5600 Computer Equip. Mar-99 CUSTOMER ROUTERS FOR
ROLLOUT PROJECT
10 Network Equip. CFI 5600 Computer Equip. Sep-94 DISTRUBUTED SNIFFER SYSTEM
10 Network Equip. CFI 5600 Computer Equip. DEC-96 COMPUTER SWITCHING EQUIP
10 Network Equip. CFI 5600 Computer Equip. ▇▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Oct 98 comp equip 1041799
10 Network Equip. CFI 5600 Computer Equip. Apr-98 CISC02516 ENET/DUAL
SER/ISDN/FEATURE SET OP/1030180
10 Network Equip. CFI 5600 Computer Equip. Mar-98 CISCO 2503 ROUTERS
10 Network Equip. CFI 5700 Equip. and mach. Jun-98 DCC DATA CARD OP/1032454
10 Network Equip. CFI 5600 Computer Equip. Oct-97 SERVER SWITCH AND CABLES
10 Network Equip. CFI 5600 Computer Equip. Feb-97 CABLING
10 Network Equip. CFI 5600 Computer Equip. Dec-97 NETWORK CONNECTIONS EQUIP
10 Network Equip. CFI 5600 Computer Equip. AUG-96 MULTINET FOR ALPHA SERVER/
STATION/ VAX STATION
10 Network Equip. CFI 5600 Computer Equip. AUG-96 SPARCWORKS C++
VERSION 4.1 SLIM KIT x3
10 Network Equip. CFI 5600 Computer Equip. JAN-97 DUAL SERIAL ROUTER
10 Network Equip. CFI 5700 Equip. and mach. NOV-96 13 STACKABLE MINIHUBS
10 Network Equip. CFI 5600 Computer Equip. MAR-97 ETHERLINK/IBM PC330
10 Network Equip. CFI 5600 Computer Equip. Jul-97 DUAL SERIAL ROUTER
10 Network Equip. CFSNC 5600 Computer Equip. Jul-98 ETHERNET / MEMORY EXPANSION
10 Network Equip. PARIS 5600 Computer Equip. Jul-98 ETHERNET/MEMORY EXPANSION
10 Network Equip. CFI 5600 Computer Equip. Dec-97 SERIAL ROUTER
10 Network Equip. CFI 5700 Equip. and mach. Nov-95 IBM TCP/IP BASE KIT DUA*5
10 Network Equip. CFI 5600 Computer Equip. DEC-96 IOS FEATURE SET
10 Network Equip. CFI 5600 Computer Equip. Feb-97 UNIX INSTILLATION & CONFIG
10 Network Equip. CFI 5600 Computer Equip. Jan-98 MULTI PROCTOCOL ROUTER
10 Network Equip. CFI 5600 Computer Equip. SEP-96 CABINET & SUNDRY ITEMS FOR
LAN UPGRADE
10 Network Equip. CFI 5600 Computer Equip. Jul-97 IP ONLY FEATURE SET BRI ROUTER
10 Network Equip. CFI 5600 Computer Equip. AUG-96 ETHERNET ROUTER
10 Network Equip. CFI 5700 Equip. and mach. JUL-96 APS CONFIGERATION
10 Network Equip. CFI 5600 Computer Equip. DEC-96 AU1 TO 10 BASE 2 TRANSCIEVERS
10 Network Equip. CFI 5600 Computer Equip. Jul-97 12 PORT PATCH PAN & TELCO CABLE
10 Network Equip. F'FURT 5600 Computer Equip. Jul-98 ETHERNET / MEMORY EXPANSION
10 Network Equip. MILAN 5600 Computer Equip. Jul-98 ETHERNET/MEMORY EXPANSION 980200465A
10 Network Equip. F'FURT 5600 Computer Equip. JAN-97 24 PORT FMS II HUBS X2 AND
CONSOLE CABLE

10 SIEMENS NETWORK 3,438 3,472
SYSTEMS LTD
10 NET GEN 20,282 4,462
10 NC INC 8,379 3,603
10 ▇▇▇▇▇▇ 3,846 3,308
10 ▇▇▇▇▇▇ 3,188 3,220
10 ▇▇▇▇▇▇ 5,110 3,271
10 ▇▇▇▇▇▇ 3,047 3,077
10 BLACKB 5,232 2,994
10 DATACA 4,593 2,940
10 SMC 4,427 2,833
10 INTERNET 6,690 2,877
10 SIEMENS 6,506 2,798
10 ▇▇▇▇▇▇ 6,458 2,777
10 BLACKBOX 6,314 2,715
10 INFO 4,002 2,561
10 ▇▇▇▇▇▇ 3,784 2,422
10 INFO PRODUCTS 2,701 2,323
10 INFO PRODUCTS 2,701 2,323
10 ▇▇▇▇▇▇ 3,401 2,177
10 COMPU 12,187 2,681
10 ▇▇▇▇▇▇ 3,244 2,076
10 ▇▇▇▇▇▇ 3,223 2,063
10 ▇▇▇▇▇▇ 3,210 2,055
10 ECOM TECHNICAL LTD 5,031 2,163
10 ▇▇▇▇▇▇ 3,180 2,035
10 SIEMENS 4,901 2,108
10 ▇▇▇▇▇▇ 4,040 1,737
10 ECOM 4,024 1,730
10 ▇▇▇▇▇▇ 2,523 1,614
10 INFO PRODUCTS 1,801 1,549
10 INFO PRODUCTS 1,801 1,549
10 CASTLETON 3,858 1,659

10 Network Equip. CFI 5700 Equip. and mach. Nov-95 INSTALL IMRAK 1400
10 Network Equip. CFI 5600 Computer Equip. May-95 MICROVAX/DEC THINWIRE ETHERNET
10 Network Equip. F'FURT 5700 Equip. and mach. JAN-97 HUB EXPANSION CABLE
10 Network Equip. CFI 5600 Computer Equip. JAN-97 IDS FEATURE SET
10 Network Equip. CFI 5600 Computer Equip. Mar-98 SERVSWITCH JR4-PORT MOUSE CABLE 10
10 Network Equip. CFI 5700 Equip. and mach. May-95 SPKR/AMP GEY F/S
10 Network Equip. CFI 5700 Equip. and mach. Apr-95 PINACL COAXIAL/KEYBOARD/RBG
COAX TO VIDEO
10 Network Equip. CFI 5700 Equip. and mach. Nov-95 24 PORT CONCENTRATOR
10 Network Equip. CFI 5600 Computer Equip. Dec-97 NETWORK CONNECTIONS EQUIP
10 Network Equip. CFI 5600 Computer Equip. Nov-95 ALPHASTATION 200
10 Network Equip. CFI 5600 Computer Equip. JUL-96 WIRE ETHERNET TRANCIEVERS
10 Network Equip. CFI 5600 Computer Equip. Jul-97 3C16671A -UK LINKBUILDER
10 Network Equip. CFI 5600 Computer Equip. NOV-96 AUI TO 10 BASE 2 TRANSCEIVERS x30
10 Network Equip. CFI 5700 Equip. and mach. Feb-96 324t, 24 PORT CONNECTORS x 2
10 Network Equip. CFI 5600 Computer Equip. SEP-96 AUI TO 10 BASE 2 TRANSCEWERS (x30)
& T TR'SCEWERS (x20)
10 Network Equip. CFI 5600 Computer Equip. NOV-96 DUPLEX ST-ST FIBRE OPTIC FLY LEAD x50
10 Network Equip. CFI 5700 Equip. and mach. Nov-95 SUPPLY & TERMINATE 32 UTP OUTLETS
10 Network Equip. CFI 5600 Computer Equip. OCT-96 INSTALLATION OF CISCO SYSTEMS
10 Network Equip. CFI 5600 Computer Equip. Feb-96 LOBEPROBE 3 & ETHERNET MONITOR
10 Network Equip. CFI 5600 Computer Equip. Jul-95 8 CHANNEL KIT & CABLE/MGMT SOFTWARE
10 Network Equip. CFI 5700 Equip. and mach. Aug-95 ADAPTERS
10 Network Equip. CFI 5600 Computer Equip. May-97 10 CLASS C IP ADDRESSES
10 Network Equip. CFI 5700 Equip. and mach. Oct-95 HUB MGMT MODULE/ETHERNET MOD
10 Network Equip. CFI 5600 Computer Equip. Dec-97 NETWORK CONNECTIONS EQUIP
10 Network Equip. CFI 5600 Computer Equip. Mar-95 MICROVAX AND DEC SERVER
10 Network Equip. CFI 5700 Equip. and mach. Oct-94 24 PORT WORK GROUP HUB
10 Network Equip. CFI 5700 Equip. and mach. Sep-94 NETWORK WITH DIN CONNECTOR
10 Network Equip. CFI 5700 Equip. and mach. Jun-94 NETWORK WITH DIN CONNECTOR
10 Network Equip. CFI 5700 Equip. and mach. Dec-94 N'WORK & DIN CONNECTOR /
LINE BUSY-RING
10 Network Equip. CFI 5700 Equip. and mach. Oct-94 PORT CONCENTARTOR
10 Network Equip. CFI 5700 Equip. and mach. Sep-94 NETWORK WITH 9 PIN D TYPE M
10 Network Equip. CFI 5700 Equip. and mach. Dec-94 SOLCOM LANROVER ETHERNET PROBE

10 ECOM 8,311 1,828
10 RESOLV 8,215 1,807
10 SIEMENS 3,290 1,415
10 ▇▇▇▇▇▇ 3,229 1,388
10 BLACKB 1,985 1,270
10 NETWOR 7,034 1,548
10
▇▇▇▇▇▇▇▇▇ 6,861 1,509
10 CASTLE 6,559 1,443
10 AVT 1,763 1,128
10 RESOLV 6,236 1,372
10 RESOLVE 2,442 1,050
10 ▇▇▇▇▇▇ 1,528 978
10 ECOM TECH SERVICES LTD 2,356 1,013
10 CASTLETON 5,431 1,195
10
ECOM TECHNICAL LTD 2,181 938
10 ECOM TECH SERVICES LTD 1,999 860
10 ECOM 4,537 998
10 SIEMENS 1,799 774
10 CASTLE 3,812 839
10 DATAGU 3,386 745
10 NETSOF 3,122 687
10 UUNET 794 508
10 CASTLE 2,507 551
10 SMC 508 325
10 RESOLV 67,508 0
10 CASTLETON 25,069 0
10 IPC 8,148 0
10 IPC 8,120 0
10
IPC 5,441 0
10 CASTLETON 5,326 0
10 IPC 4,814 0
10 MTI 4,120 0

10 Network Equip. CFI 5700 Equip. and mach. Jul-94 24 PORT STACKABLE HUB
10 Network Equip. CFI 5700 Equip. and mach. Apr-94 6 X 16 PORT RJ45 PANEL
10 Network Equip. CFI 5700 Equip. and mach. Apr-94 VARIOUS EQUIPMENT ▇▇▇ ▇▇▇▇▇▇
10 Network Equip. CFI 5700 Equip. and mach. Sep-94 BICC CAT 5 UTP PATCH CORD
10 Network Equip. CFI 5700 Equip. and mach. ▇▇▇-▇▇ ▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
NETWORK EQUIP. 106 ITEMS
TOTAL
12 General Software CFI 5620 Computer Equip. Mar-99 LICENCE FEE FOR GLOSS HV
EMU CHANGES
12 General Software CFI 5620 Computer Equip. Sep-97 UPGRADE
12 General Software F'FURT 5620 Computer Equip. Sep-97 SOFTWARE PRODUCTS
12 General Software CFI 5600 Computer Equip. Oct-97 PURCHASE OF NEW LICENCE FOR
VAX/TCPIP RS/6000
12 General Software CFI 5620 Computer Equip. Apr-99 Fee for EMU conversion tools 9902/354
12 General Software CFI 5600 Computer Equip. NOV-96 VARIOUS MS WINDOWS SOFTWARE
AND SERVERS
12 General Software CFI 5620 Computer Equip. Apr-99 XetraP feed handler -
Final 50 % payment 9803

12 General Software CFI 5600 Computer Equip. NOV-96 LICENCE FOR FIDESSA PC AND
VARIOUS FIDESSA EQUIPMENT

12 General Software CFI 5620 Computer Equip. Mar-99 UPGRADE OF GLOSSLINK IN
RELATION TO EMU
12 General Software CFI 5620 Computer Equip. Apr-99 Eurex DTB feed handler for TTRS 162

12 General Software CFI 5700 Equip. and mach. FEB-97 SOFTWARE LICIENCE
12 General Software CFI 5620 Computer Equip. Sep-98 LICENSE FEE FOR ROBOMON
12 General Software CFI 5600 Computer Equip. Oct-97 ANNUAL SOFTWARE LICENCE
MAINTENANCE FEE
12 General Software CFI 5600 Computer Equip. MAR-96 ARROW SOFTWARE LICIENCE DEPOSIT
12 General Software CFI 5600 Computer Equip. Apr-98 ARROW UPGRADE FROM D4F TO G1 CSM325
12 General Software CFI 5620 Computer Equip. Jun-99 LICENSE FEE FOR ROBOMON
AUTOMATION ONLY TO 5304
RUN ON 2xALPHASERVER 4100'S
12 General Software CFI 5620 Computer Equip. May-99 XetraP feed handler -
Initial 25 % payment 9801

12 General Software CFI 5620 Computer Equip. May-99 XetraP feed handler - 9802
second 25% % payment
12 General Software CFI 5620 Computer Equip. Mar-97 CONSORT CONGO SOFTWARE
12 General Software CFI 5620 Computer Equip. Apr-99 46020 Rel 1. Delegate 1049476
s/▇▇▇▇ licence

10 CASTLE 3,559 0
10 COMSOL 2,006 0
10 CI NETWORKS 3,776 0
10 ECOM 2,387 0
10 CASTLE 10,652 -533
1,988,885 886,820

12 Wilco International Ltd 55,598 47,814
12 NEWBRI 71,666 45,866
12 REALTIME SYSTEMS AG 49,210 31,494
12 STERLI 47,245 27,037
12 Wilco International Ltd 24,463 24,708
12 COMPUTACENTER 51,411 22,107
12 DIGIFEED CONSULTANTS 19,062 19,253
LTD CFI/XETRA-
12 INTERCOM DATA SYSTEMS 44,627 19,189
PLC
12 Wilco International Ltd 19,062 16,393
12 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 15,885 16,044
ASSOCIATES
12 DOW ▇▇▇▇▇ 36,532 15,709
12 HEROIX 15,409 13,251
12 CITMAX 22,566 12,914
12 CITIMAX 71,126 15,648
12 CITMAX 14,117 12,141
12 HEROIX 10,802 10,910

12 DIGIFEED CONSULTANTS 9,531 9,626
LTD CFI/XETRA-
12 DIGIFEED CONSULTANTS 9,531 9,626
LTD CFI/XETRA-
12 21,489 9,240
12 SIEMENS NETWORK 7,486 7,561
SYSTEMS LTD

12 General Software MILAN 5620 Computer Equip. May-99 PROMOTIO SOFTWARE V00063
12 General Software CFI 5600 Computer Equip. Jul-97 LICENCE FEE FOR
ROBOMON SOFTWARE
12 General Software CFI 5600 Computer Equip. OCT-96 MS OFFICE FOR WINDOWS AND
4x4MB GRAPHICS CARDS
12 General Software CFI 5620 Computer Equip. Jun-99 X2 OTC-CALCULATOR 98 LICENSES 9902
(INCL WRITING OF PROGRAMME)
12 General Software CFI 5620 Computer Equip. Jun-99 X2 OTC-CALCULATOR 98 LICENSES 9902
(INCL WRITING OF PROGRAMME)
12 General Software CFI 5600 Computer Equip. Aug-97 LICENCE FOR SETS
12 General Software CFI 5620 Computer Equip. Jun-99 LICENSE FEE FOR ROBOMON UNIX 5304
SOFTWARE TO RUN ON 1xSUN E3500
12 General Software CFI 5600 Computer Equip. OCT-96 WINDOWS NT WORKSTATION x40
AND ▇▇▇▇▇▇▇▇ ▇▇▇
12 General Software CFSNC 5620 Computer Equip. Jun-98 ADFIN SUITE FOR EXCEL
12 General Software CFI 5620 Computer Equip. Sep-98 LOTUS CC MAIL INCIDENT PACK
12 General Software CFI 5700 Equip. and mach. Dec-95 PERSONNEL FOR WINDOWS
12 General Software CFI 5600 Computer Equip. Jul-97 SOFTWARE MAINTENANCE
12 General Software CFI 5600 Computer Equip. JAN-97 CC MAIL UPGRADES
12 General Software CFI 5600 Computer Equip. Nov-97 PURC OF COMPUTER PROGRAM
12 General Software CFI 5620 Computer Equip. Jun-99 LICENSE FEE FOR ROBOMON
FOR WINDOWS ▇▇ ▇▇▇▇
SOFTWARE TO RUN ON 2xNT
SERVER 4100'S
12 General Software F'FURT 5700 Equip. and mach. Jun-97 MICROSOFT EXCEL
12 General Software CFI 5700 Equip. and mach. Jan-96 VOL SHADOWING VMS LICIENCE x 18
12 General Software LUX 5600 Computer Equip. Oct-97 BONDS AND OPTIONS FOR EXCEL
12 General Software CFI 5700 Equip. and mach. Oct-95 LICENCE FEE FOR ROBOMON
12 General Software CFI 5600 Computer Equip. Sep-97 SOFTWARE
12 General Software CFI 5600 Computer Equip. Jan-96 MICROVAX 3100 MODEL 40 & LICIENCE
12 General Software CFI 5600 Computer Equip. Jan-98 SOFTWARE SUPPORT
12 General Software CFI 5620 Computer Equip. Jun-99 VAT POSTED IN ERROR
12 General Software PARIS 5600 Computer Equip. Jan-98 FINANCIAL SOFTWARE
12 General Software CFI 5700 Equip. and mach. May-96 MONARCH FOR WINDOWS
12 General Software CFI 5600 Computer Equip. SEP-96 MONARCH FOR WINDOWS x2
12 General Software CFI 5600 Computer Equip. DEC-96 VARIOUS SOFTWARE APPLICATIONS
12 General Software CFI 5600 Computer Equip. Jan-98 NETSCAPE COMMUNICATOR
12 General Software CFI 5600 Computer Equip. JAN-97 MS WINDOWS NT

12 PROMOTIO 7,128 7,296
12
HEROIX 11,825 7,568
12
INFO PRODUCT UK 18,292 7,865
12 SCHMIHO 6,989 7,059

12 SCHMIHO 6,989 7,059

12 ROYBLU 11,003 7,042
12 HEROIX 6,672 6,738

12
INFO PRODUCT UK 16,289 7,004
12 ▇▇▇▇▇▇ SOFTWARE 6,989 6,011
12 COMPUTCENTER 6,831 5,874
12 PETERBOROUGH 33,400 7,348
12 TELERA 8,958 5,733
12 COMPU 13,610 5,852
12 3V FINANCE 7,974 5,063
12
HEROIX 3,812 3,851

12 MOOSMULLER 5,844 3,740
12 CSF SYSTEMS 20,502 4,510
12 ▇▇▇▇▇▇ 5,592 3,579
12 HEROIX 17,381 3,824
12 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 4,665 2,985
12 RESOLVE 16,848 3,707
12 ESSENT 4,103 2,626
12 VAT POSTED IN ERROR 2,237 2,371
12 MUREZ 3,847 2,462
12 INFO SYSTEMS 5,078 2,183
12 COMPUTACENTER 5,027 2,162
12 COMPUTACENTER 4,733 2,035
12 COMPUTER CENTRE 2,691 1,722
12 COMPUCENTRE 3,690 1,587

12 General Software PARIS 5600 Computer Equip. Jul-98 MS OFF / MS WIN LICENSE
12 General Software CFI 5700 Equip. and mach. JUN-96 CC MAIL
12 General Software CFI 5600 Computer Equip. NOV-96 REFLECTIONS x3 MS OFFICE V4.2 x2
12 General Software MILAN 5620 Computer Equip. Aug-98 PROMOTIO SOFTWARE 728
12 General Software CFI 5700 Equip. and mach. JAN-97 PROMOTIO SISTEMI
12 General Software CFI 5600 Computer Equip. AUG-96 MS EXCEL FOR WINDOWS
12 General Software CFI 5600 Computer Equip. AUG-96 SYBASE SQR REPORT WRITER x2
12 General Software CFI 5600 Computer Equip. JUL-96 CC MAIL FOR WINDOWS
12 General Software CFI 5600 Computer Equip. Apr-97 INSTALL BLOOMBERG
12 General Software CFI 5700 Equip. and mach. Feb-96 HCL EXCEED FOR OS/2 10 USER
12 General Software CFI 5600 Computer Equip. Feb-97 MS WINDOWS
12 General Software CFI 5700 Equip. and mach. May-96 LOTUS CC MAIL
12 General Software CFI 5700 Equip. and mach. JUN-96 SWEEP NT I386 FS 25+
12 General Software CFI 5620 Computer Equip. Jun-99 ADDITIONS TO ANALYSE
12 General Software CFI 5620 Computer Equip. Jun-99 ADDITIONS TO ANALYSE
12 General Software CFI 5700 Equip. and mach. MAR 96 LOTUS CC MAIL
12 General Software CFI 5700 Equip. and mach. Sep-95 MS ACCESS V2.O FOR WIN MLP 1U LIC
12 General Software CFI 5600 Computer Equip. Jan-96 DEC SERVER & DNAS LICIENCE
12 General Software CFI 5600 Computer Equip. May-95 DEC SERVER/DNAS LICENSE
12 General Software CFI 5600 Computer Equip. Jan-96 DEC SERVER & DNAS LICIENCE
12 General Software CFI 5700 Equip. and mach. Dec-95 MS VISUAL BASIC x 3
12 General Software CFI 5700 Equip. and mach. Aug-95 UNIVERSAL YIELD ADD-IN
12 General Software CFI 5700 Equip. and mach. Oct-95 MS EXCEL V5 FOR WINDOWS
12 General Software CFI 5600 Computer Equip. Apr-97 WINFAX PRO V4.0 FOR WINDOWS
12 General Software CFI 5700 Equip. and mach. Mar-95 MS OFFICE STD
12 General Software CFI 5700 Equip. and mach. Feb-95 MICROVAX 3100 MODEL / DEC
USER LICENCE
12 General Software CFI 5700 Equip. and mach. Sep-94 MS EXCEL FOR WINDOWS
12 General Software CFI 5700 Equip. and mach. Mar-95 MS OFFICE STD
12 General Software CFI 5700 Equip. and mach. Nov-94 MICROSOFT EXCEL FOR WINDOWS
12 General Software CFI 5600 Computer Equip. Jan-98 CORNERSTONE UPGRADE AND LICENCES

GENERAL SOFTWARE 79 ITEMS
TOTAL
14 Server CFI 5700 Equip. and mach. May-96 ALPHA SERVER 2100 & RACKMOUNT
ALPHA SERVER
14 Server CFI 5600 Computer Equip. SEP-96 DIGITAL ALPHA SERVER AND
VARIOUS OTHER EQUIPMENT

12 COMPUTERCENTRE 1,685 1,449
12 COMPUTERCENTRE 3,486 1,499
12 COMPUTACENTER 3,239 1,393
12 PROMOTIO 1,490 1,282
12 PROMOTIO SOFTWARE 2,038 1,304
12 COMPUCENTRE 3,160 1,359
12 COMPUCENTRE 2,909 1,251
12 COMPUCENTRE 2,905 1,249
12 ▇▇▇▇▇▇▇▇ DATA 1,671 1,069
12 INFO PRODUCTS LTD 5,534 1,218
12 COMPU 1,816 781
12 COMPUCENTRE 1,804 776
12 SOP HOS 1,612 693
12 UNKNOWN 595 601
12 UNKNOWN 595 601
12 COMPUSERVE 3,516 774
12 COMPU 3,327 732
12 RESOLVE 3,112 685
12 RESOLV 3,016 664
12 RESOLVE 3,005 661
12 COMPUTACENTRE 2,917 642
12 FINSYS 2,101 462
12 COMPU 1,812 399
12 COMPUTACENTER 103 66
12 CORPOR 20,120 0
12
RESOLV 14,389 0
12 COMPUTA 1,799 0
12 CORPOR 1,745 0
12 CORCOM 3,105 -155
12 CONCISE SOFTWARE 10,834 -1,083
LIMITED
995,252 543,757

14 KELTEC 212,705 91,463
14 CSF SYSTEMS 171,321 73,668

14 Server CFI 5600 Computer Equip. Jan-98 GLOSS DEV SERVERS
14 Server CFI 5600 Computer Equip. Jul-97 SYBASE SERVER SUN SOLARIS -
SUPPORT
14 Server CFI 5700 Equip. and mach. May-96 VAX 6620 256Mb, 128 Mb ECC
MEMORY MOD
14 Server CFI 5600 Computer Equip. Jul-98 SUN ULTRA ENTERPRISE 401580A
14 Server CFI 5600 Computer Equip. Jun-98 DECSERVER 700 TERMINAL SERVER
GMB SYS RAM DCC0358-243
14 Server CFI 5600 Computer Equip. Nov-95 DEC SERVER 700
14 Server CFI 5600 Computer Equip. AUG-96 ENTERPRISE SERVER
14 Server CFI 5700 Equip. and mach. Nov-95 SUN SPARCSTATION 20 * 3
14 Server CFI 5700 Equip. and mach. May-96 SPARC 110 TX 17"C 21Mb 1.05Gb x2
14 Server CFI 5600 Computer Equip. Feb-96 MICROVAX & DEC SERVER x 6
14 Server CFI 5600 Computer Equip. NOV-96 MOD 40 ADVANCED SERVERS x2
14 Server CFI 5700 Equip. and mach. JUL-96 MV3100 MOD 40 ADV SERVER
14 Server CFI 5600 Computer Equip. JUL-96 STINGRAY 11 SRCC CONTROLLER
14 Server CFI 5600 Computer Equip. ▇▇▇-▇▇ ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇▇ ULTRA 170 UPGRADE
14 Server CFI 5600 Computer Equip. JAN-97 DEC NET OSI & MVAX 3100
14 Server CFI 5600 Computer Equip. SEP-96 VARIOUS ARCADA COMPUTER SERVERS
14 Server CFI 5600 Computer Equip. JAN-97 SUN TYPES UNIX KIT FOR LUX
14 Server CFI 5600 Computer Equip. JAN-97 NETFINITY SERVER
14 Server CFI 5600 Computer Equip. Jun-97 DSRVW - HC
14 Server CFI 5600 Computer Equip. Jun-97 2 NUMBER MULTINET
14 Server CFI 5700 Equip. and mach. APR-96 DEC SERVER x 5
14 Server CFI 5600 Computer Equip. Nov-95 DEC SERVER 700,16 PORT
14 Server CFI 5600 Computer Equip. Apr-97 2 NUMBER MULTINET FOR OPEN VMS
14 Server CFI 5600 Computer Equip. Jun-97 FLASHCARD AND DNAS
14 Server F'FURT 5600 Computer Equip. Dec-97 NEW SYSTEM XETRA 27.11 EQUITI
14 Server CFI 5600 Computer Equip. Jun-98 INSTALLATION OF COMPUTER PRODUCTS 90045593
14 Server CFI 5700 Equip. and mach. Sep-95 DECSERVER 700
14 Server CFI 5700 Equip. and mach. JUL-96 MV3100 MOD ADV SERVER
14 Server CFI 5600 Computer Equip. Nov-95 ALPHASTATION 200/DEC SERVER
14 Server CFI 5600 Computer Equip. NOV-96 DEC SERVER 700
14 Server CFI 5700 Equip. and mach. Nov-95 DEC SERVER 700*4/KME MONITORS*24
14 Server F'FURT 5600 Computer Equip. JAN-97 ▇▇▇▇▇▇▇ ▇▇▇▇▇ SUN ULTRA M140
14 Server CFI 5600 Computer Equip. Jun-97 SUNSPARC WORKS PROF C4.0 SLIM KIT

14 INFO 73,008 62,787
14
SYBASE 60,630 38,803
14
CSF SYSTEMS 88,229 37,938
14 INFO 39,511 33,979
14
DATACOM CABLING 32,024 27,541
14 AVT 12,010 12,130
14 RESOLVE 30,554 13,138
14 RESOLV 69,127 15,208
14 ▇▇▇▇▇ 28,671 12,328
14 RESOLVE 51,675 11,368
14 RESOLVE 21,539 9,262
14 RESOLVE 21,455 9,226
14 MTI 20,449 8,793
14 RESOLVE 20,199 8,686
14 KELTEC 20,001 8,600
14 INFO PRODUCT UK 18,396 7,910
14 SIMMAG 17,669 7,597
14 COMPU 17,093 7,350
14 RESOLV COMPUTERS 10,478 6,706
14 IIS 9,001 5,761
14 AVT 12,172 5,234
14 RESOLV 27,898 6,138
14 IIS 7,201 4,609
14 RESOLV COMPUTERS 7,165 4,586
14 RTS 6,766 4,330
14 ▇▇▇▇▇ 4,676 4,021
14 SB SEVICES 22,484 4,946
14 RESOLVE 9,598 4,127
14 RESOLV 21,729 4,780
14 AVT SYSTEMS LIMITED 7,936 3,412
14 AVT 18,201 4,004
14 SIMMAG 6,022 2,589
14 ▇▇▇▇▇▇▇ ▇▇▇▇▇ PLC 3,720 2,381

14 Server CFI 5700 Equip. and mach. Oct-95 DEC SERVER 700
14 Server CFI 5600 Computer Equip. ▇▇▇-▇▇ ▇▇▇▇▇ - ▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇ 5600 Computer Equip. NOV-96 TRF FROM SNC
14 Server CFI 5600 Computer Equip. Feb-96 DEC SERVER 700.16 ▇▇▇▇ ▇▇▇▇ x 4
14 Server CFI 5600 Computer Equip. JAN-97 SERVER FOR SYSTEMS
14 Server CFI 5600 Computer Equip. Jan-98 VIDEO SPLITTER AND CABLE
14 Server CFI 5700 Equip. and mach. May-96 DATA BROADCAST UNIT x 6
14 Server CFI 5700 Equip. and mach. Jan-96 DECSERVER 700 x 4
14 Server CFI 5700 Equip. and mach. Oct-95 COMPAQ DAT DRIVE/SERVERS
14 Server CFI 5600 Computer Equip. May-97 VAX/VMS CONSOLE
14 Server CFI 5700 Equip. and mach. Sep-95 DEC SERVER 700 DELIVERY
14 Server CFI 5600 Computer Equip. Jan-98 CONNECTIVITY TO REUTERS SESSION SERVER
14 Server CFI 5600 Computer Equip. Jan-96 ALPHASTATION 200 32MB & DEC SERVER
14 Server CFI 5600 Computer Equip. AUG-96 SERVER PACK x4
14 Server CFI 5700 Equip. and mach. JUL-96 REMOTE STATUS PANELS x 3
14 Server CFI 5600 Computer Equip. DEC-96 ISDN DUAL SERVER
14 Server CFI 5600 Computer Equip. Mar-98 SOLARIS 2.6 SYSTEMS ADMIN COUNTER
▇▇▇▇▇ ▇
▇▇ ▇▇▇▇▇▇ ▇▇▇ 5600 Computer Equip. SEP-96 SUN INTERNAL DISK x2 / SUN SUNSWIFT
SBUS ADAPTER
14 Server F'FURT 5700 Equip. and mach. JAN-97 KUM SERVESWITCH 16 TO 1/10"
MOUSE ▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇ 5600 Computer Equip. Feb-96 DEC SERVER 700.16 ▇▇▇▇ ▇▇▇▇ x 2
14 Server CFI 5600 Computer Equip. Apr-95 DEC SERVER / DNAS LICENCE
14 Server CFI 5600 Computer Equip. Feb-96 DEC SERVER 700.16
14 Server CFI 5700 Equip. and mach. JUN-96 DEC SERVER 700
14 Server CFI 5600 Computer Equip. JUL-96 DEC SERVER 700
14 Server CFI 5700 Equip. and mach. APR-96 DEC SERVER
14 Server CFI 5700 Equip. and mach. ▇▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇ 5600 Computer Equip. AUG-96 MS W3 NT SERVER
14 Server CFI 5600 Computer Equip. JUL-96 MS W3 SERVER 3.51
14 Server CFI 5600 Computer Equip. AUG-96 SUPPORTING WINDOWS NT SERVER
14 Server F'FURT 5700 Equip. and mach. JAN-97 KUM SWITCH PLUS 4P
14 Server CFI 5700 Equip. and mach. Oct-95 DEC SERVER 700
14 Server CFI 5600 Computer Equip. AUG-96 SUPPORTING WINDOWS NT SERVER
14 Server CFI 5600 Computer Equip. SEP-96 SUPPORTING WINDOWS NT SERVER

14 RESOLV 12,925 2,843
14 RESOLV COMPUTERS 3,493 2,235
14 KELTEC 5,430 2,335
14 RESOLVE 12,417 2,732
14 COMPU 5,174 2,225
14 BLACKB 2,314 1,990
14 BLACKBOX 4,700 2,021
14 AVT SYSTEMS 9,629 2,118
14 CORPOR 9,572 2,106
14 CSF SYSTEM 2,623 1,679
14 AVT 9,493 2,089
14 SIEMANS 2,588 1,657
14 RESOLVE 9,330 2,053
14 ▇▇▇▇▇ 3,630 1,561
14 CPS 3,472 1,493
14 ▇▇▇▇▇▇ 3,472 1,493
14
RESOLV 2,144 1,372
14
▇▇▇▇▇ 3,067 1,319
14
BLACK BOX 2,993 1,287
14 RESOLVE 6,222 1,369
14 RESOLV 6,024 1,325
14 RESOLVE 5,983 1,316
14 AVT 2,494 1,072
14 AVT 2,460 1,058
14 AVT 2,431 1,045
14 COMPUTERCENTRE 2,368 1,018
14 COMPUCENTRE 2,361 1,015
14 COMPUCENTRE 2,361 1,015
14 ERROR 2,240 963
14 BLACK BOX 2,115 910
14 AVT 4,815 1,059
14 COMPUCENTRE 2,007 863
14 COMPUTACENTER 2,007 863

14 Server CFI 5700 Equip. and mach. APR-96 VGA VIDEO EXT CABLE
14 Server CFI 5600 Computer Equip. Jun-95 DEC SERVER 700
14 Server CFI 5600 Computer Equip. Feb-96 DEC SERVER 700.16 PORT RJ45
14 Server CFI 5600 Computer Equip. Jan-96 DEC SERVER
14 Server F'FURT 5700 Equip. and mach. JAN-97 KUM SERVESWITCH 4 TO 1
14 Server CFI 5700 Equip. and mach. Aug-95 DEC SERVER
14 Server CFI 5600 Computer Equip. Dec-96 DIGITAL EQUIP
14 Server CFI 5700 Equip. and mach. Sep-95 COMPAQ 2.1GB PLUG FAST-WIDE ▇/▇
▇▇ ▇▇▇▇▇▇ ▇'▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇. and mach. JAN-97 COMPAQ WINDOWS NT SERVER
14 Server CFI 5600 Computer Equip. Mar-95 VAX SERVER AND UPGRADE
14 Server CFI 5700 Equip. and mach. Mar-95 MICROVAX 3100 MODEL/DEC SERVER
14 Server CFI 5700 Equip. and mach. Jan-95 BASE SYSTEMS AND DEC SERVERS
14 Server CFI 5700 Equip. and mach. Jan-95 BASE SYSTEM AND DEC SERVER
14 Server CFI 5700 Equip. and mach. Jan-95 BASE SYSTEM AND DEC SERVER
14 Server CFI 5700 Equip. and mach. Jan-95 BASE SYSTEM AND DEC SERVER
14 Server CFI 5700 Equip. and mach. Jan-95 BASE SYSTEM AND DEC SERVER
14 Server CFI 5700 Equip. and mach. Oct-94 DESCERVER AND MICRO BASE SYSTEM
14 Server CFI 5700 Equip. and mach. ▇▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇/▇▇ ▇▇▇▇ ▇▇▇▇
14 Server CFI 5700 Equip. and mach. Oct-94 DESCERVER FLASH READY & DNAS LICENCE
14 Server CFI 5700 Equip. and mach. Mar-95 DECSERVER AND ADP RACK
14 Server CFI 5700 Equip. and mach. ▇▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇,▇▇ ▇▇▇▇ ▇▇▇▇
14 Server CFI 5700 Equip. and mach. Sep-94 DESCERVER 700
14 Server CFI 5700 Equip. and mach. May-94 DESERVER 700,FLASH READY 16 LINE RJ45
14 Server CFI 5700 Equip. and mach. Jul-94 DECSERVER 700, FLASH READY 16 LINE
14 Server CFI 5700 Equip. and mach. Apr-94 DECSERVER 700
14 Server CFI 5700 Equip. and mach. Dec-94 IBM LAN SERVER
14 Server CFI 5700 Equip. and mach. Jul-94 DEC AUI X BNC THINWIRE MAU
14 Server CFI 5700 Equip. and mach. Apr-94 DEC AUI X BNC
14 Server CFI 5700 Equip. and mach. Apr-94 DEC AUI X BNC
14 Server CFI 5700 Equip. and mach. Apr-94 20 MONITER EVM 942
14 Server CFI 5700 Equip. and mach. Mar-95 MULTINET FOR VAX/SUPPORT FOR SERVER
14 Server CFI 5700 Equip. and mach. May-94 5 DEC VAX CLUSTER CONSOLES
14 Server CFI 5700 Equip. and mach. Nov-94 MICRO VAX / DEC SERVER
SERVER TOTAL 101 ITEMS

14 BLACKBOX 1,981 852
14 RESOLV 3,013 663
14 RESOLVE 3,005 661
14 RESOLVE 2,996 659
14 BLACK BOX 1,251 538
14 RESOLVE 2,756 606
14 996 428
14 COMPU 1,851 407
14 COMPU 266 114
14 MTI 83,750 0
14 RESOLV 22,505 0
14 RESOLV 22,501 0
14 RESOLV 11,253 0
14 RESOLV 11,253 0
14 RESOLV 11,253 0
14 RESOLV 11,250 0
14 RESOLVE 11,245 0
14 RESOLV 9,080 0
14 RESOLVE 6,036 0
14 ONLINE 4,881 0
14 RESOLV 3,136 0
14 RESOLVE 3,130 0
14 RESOLVE 2,906 0
14 RESOLVE 2,804 0
14 RESOLVE 2,794 0
14 CORCOM 2,405 0
14 RESOLVE 11,269 0
14 RESOLVE 11,231 0
14 RESOLVE 11,231 0
14 COSGEM 11,142 0
14 HARRIER 4,758 0
14 RESOLV 9,183 0
14 RESOLVE 11,245 -562
1,666,019 621,267

15 Systems Dept MILAN 5700 Equip. and mach. Jun-98 DEALER SYSTEM
15 Systems Dept CFI 5600 Computer Equip. Jun-98 INSTALLATION OF NEW SYSTEMS 80000720
15 Systems Dept CFI 5700 Equip. and mach. APR-96 SYSTEM CONFIGURATION
15 Systems Dept CFSNC 5700 Equip. and mach. Oct-97 DEP 50% RE TEL SYSTEM
15 Systems Dept CFI 5700 Equip. and mach. Feb-96 TELEPHONE SYSTEM
15 Systems Dept F'FURT 5600 Computer Equip. Feb-98 COMPUTER SYSTEM - EQUITIES
15 Systems Dept CFI 5600 Computer Equip. Dec-97 DATA CARTRIDGES
15 Systems Dept CFI 5600 Computer Equip. Jul-97 SONY DATA TAPES
15 Systems Dept CFI 5700 Equip. and mach. Feb-96 MX14 CABINATE STATION
15 Systems Dept CFI 5700 Equip. and mach. Apr-94 SB 504 SYSTEM
SYSTEMS DEPT TOTAL 10 ITEMS
GRAND TOTAL

15 ALBACOM 211,060 181,512
15 DOW 51,627 52,143
15 INFO 13,866 5,963
15 BEPS 3,962 2,536
15 SYNTEGRA 9,780 2,152
15 RTS 2,460 1,575
15 AKMARK 2,545 1,457
15 AKMARK 1,881 1,204
15 AIR TUBE 4,867 1,071
15 SPEKABUS 10,289 0
GRAND TOTALS: 312,337 249,610 5,834,681 2,716,108

Part B - Intellectual Property

TRADEMARKS
----------

None.

INTERNET DOMAIN NAMES
---------------------

Domain names currently registered in the name of Cantor ▇▇▇▇▇▇▇▇▇▇
International:

France
------
▇▇▇▇▇▇.▇▇▇.▇▇

Germany
-------
▇▇▇▇▇▇.▇▇

Japan
-----
▇▇▇▇▇▇.▇▇.▇▇

South Africa
------------
▇▇▇▇▇▇.▇▇.▇▇

United Kingdom
--------------
▇-▇▇▇▇▇.▇▇.▇▇
▇▇▇▇▇▇.▇▇.▇▇
▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇
▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇

COMPUTER SOFTWARE AND FILES
---------------------------

section-names sub-section application-names

ACCOUNTS, COMPLIANCE and PAYROLL ACCOUNTS Give-Up-Report
ACCOUNTS, COMPLIANCE and PAYROLL ACCOUNTS GMI - Daily Brokerage Report
ACCOUNTS, COMPLIANCE and PAYROLL ACCOUNTS Principal Trades

BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - BACK OFFICE and SETTLEMENTS ▇▇▇▇▇ - Accounts

BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - BACK OFFICE and SETTLEMENTS HOLLY - Bond Give Ups
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - BACK OFFICE and SETTLEMENTS ▇▇▇▇▇ - Compliance - VAT, FSA, BAWE etc
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - BACK OFFICE and SETTLEMENTS ▇▇▇▇▇ - Confirmations
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - BACK OFFICE and SETTLEMENTS ▇▇▇▇▇ - FX Options
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - BACK OFFICE and SETTLEMENTS ▇▇▇▇▇ - LA Equities
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - BACK OFFICE and SETTLEMENTS ▇▇▇▇▇ - Reports (internal)
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - BACK OFFICE and SETTLEMENTS ▇▇▇▇▇ - Settlement (manual)
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - BACK OFFICE and SETTLEMENTS ▇▇▇▇▇ - Trade Input and Amendments
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - BACK OFFICE and SETTLEMENTS ▇▇▇▇▇ - UK Equities - ARROW replacement
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - INDEPENDENT TRADE FEEDS ▇▇▇▇▇ - Derivatec feed
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - INDEPENDENT TRADE FEEDS ▇▇▇▇▇ - Cleared Trades
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - INDEPENDENT TRADE FEEDS ▇▇▇▇▇ - Give Ups - FX Options
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - INDEPENDENT TRADE FEEDS ▇▇▇▇▇ - Give Ups - Repo desk (Ticketboy)
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - MIDDLE OFFICE ▇▇▇▇▇ - Boaf
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - MIDDLE OFFICE ▇▇▇▇▇ - ▇▇▇▇▇▇ - Wash trades
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - MIDDLE OFFICE ▇▇▇▇▇ - Profit and Loss
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - MIDDLE OFFICE ▇▇▇▇▇ - Rest of Middle Office
BACK OFFICE AND SETTLEMENT SYSTEMS ▇▇▇▇▇ - MIDDLE OFFICE ▇▇▇▇▇ - Risk Credit

BACK OFFICE AND SETTLEMENT SYSTEMS MIDDLE OFFICE Broker Checkout

PROGRAMME DEVELOPMENT GROUP PDG - ACCESS Comms Access applications

PROGRAMME DEVELOPMENT GROUP PDG - ACCESS Employee Holiday Management
PROGRAMME DEVELOPMENT GROUP PDG - ACCESS Equipment-Database
PROGRAMME DEVELOPMENT GROUP PDG - ACCESS Market-Data-Management
PROGRAMME DEVELOPMENT GROUP PDG - ACCESS Purch-Requisition
PROGRAMME DEVELOPMENT GROUP PDG - ACCESS Repos Trade Reporting - Ticket Boy
PROGRAMME DEVELOPMENT GROUP PDG - ACCESS Temps & Contractors
PROGRAMME DEVELOPMENT GROUP PDG - EUROPEAN APPLICATIONS Frankfurt - *SPREAD
PROGRAMME DEVELOPMENT GROUP PDG - EUROPEAN APPLICATIONS Frankfurt - non critical spreadsheets
PROGRAMME DEVELOPMENT GROUP PDG - EUROPEAN APPLICATIONS Milan Databases (non critical)
PROGRAMME DEVELOPMENT GROUP PDG - EUROPEAN APPLICATIONS Milan Spreadsheets (non critical)
PROGRAMME DEVELOPMENT GROUP PDG - EUROPEAN APPLICATIONS Paris Spreadsheets (non critical)
PROGRAMME DEVELOPMENT GROUP PDG - SPREADSHEET $ Spreadsheets
PROGRAMME DEVELOPMENT GROUP PDG - SPREADSHEET $IRS (Ldn:3)
PROGRAMME DEVELOPMENT GROUP PDG - SPREADSHEET Euro currency Swaps (LUIGI-TEL.XLS)
PROGRAMME DEVELOPMENT GROUP PDG - SPREADSHEET IRSBUND-BTP
PROGRAMME DEVELOPMENT GROUP PDG - Sybase Applications Babe
PROGRAMME DEVELOPMENT GROUP PDG - Sybase Applications Brodby
PROGRAMME DEVELOPMENT GROUP PDG - VB Basis calculator
PROGRAMME DEVELOPMENT GROUP PDG - ▇▇ ▇▇▇▇▇▇ Price
PROGRAMME DEVELOPMENT GROUP PDG - VB Equities calculator
PROGRAMME DEVELOPMENT GROUP PDG - VB Exchange Traded Options calculator
PROGRAMME DEVELOPMENT GROUP PDG - VB Futures calculator/Net Basis

PROGRAMME DEVELOPMENT GROUP PDG - VB FX Forwards calculator
PROGRAMME DEVELOPMENT GROUP PDG - VB FX Volatility surface
PROGRAMME DEVELOPMENT GROUP PDG - VB FX Whiteboard
PROGRAMME DEVELOPMENT GROUP PDG - VB GDR calculator
PROGRAMME DEVELOPMENT GROUP PDG - VB Gilt calculator
PROGRAMME DEVELOPMENT GROUP PDG - VB IRS Bund Asset Swaps
PROGRAMME DEVELOPMENT GROUP PDG - VB OTS Options Trade Detais
PROGRAMME DEVELOPMENT GROUP PDG - ▇▇ ▇▇▇▇ Swaps
PROGRAMME DEVELOPMENT GROUP PDG - VB Repo calculator
PROGRAMME DEVELOPMENT GROUP PDG - VB SWAPS Credit
PROGRAMME DEVELOPMENT GROUP PDG - VB SWAPS Spread Matrix
PROGRAMME DEVELOPMENT GROUP PDG - VB Switch calculator
PROGRAMME DEVELOPMENT GROUP PDG - VB Yield calculators

TRADING SYSTEMS - VAX & ALPHA ALPHA CS-LIFFERPC-SERVER
TRADING SYSTEMS - VAX & ALPHA ALPHA GDR-RPCSPEED
TRADING SYSTEMS - VAX & ALPHA ALPHA GTS - Mole
TRADING SYSTEMS - VAX & ALPHA ALPHA GTS - Trading System
TRADING SYSTEMS - VAX & ALPHA ALPHA STX-READER
TRADING SYSTEMS - VAX & ALPHA ALPHA TRADE-MONITOR-INTERFACE
TRADING SYSTEMS - VAX & ALPHA VAX BASIC - Trading System
TRADING SYSTEMS - VAX & ALPHA VAX CFTS - LONDON - Trading System
TRADING SYSTEMS - VAX & ALPHA VAX conx-writer
TRADING SYSTEMS - VAX & ALPHA VAX ed-200c
TRADING SYSTEMS - VAX & ALPHA VAX ed132
TRADING SYSTEMS - VAX & ALPHA VAX GTS Archiver
TRADING SYSTEMS - VAX & ALPHA VAX GTS Maintenance

TRADING SYSTEMS - VAX & ALPHA VAX GTS SQLNETSERVER
TRADING SYSTEMS - VAX & ALPHA VAX Liffe - LMF
TRADING SYSTEMS - VAX & ALPHA VAX reconclient
TRADING SYSTEMS - VAX & ALPHA VAX reconrpc-server
TRADING SYSTEMS - VAX & ALPHA VAX reconserver
TRADING SYSTEMS - VAX & ALPHA VAX speedout-udp
TRADING SYSTEMS - VAX & ALPHA VAX sprsht
TRADING SYSTEMS - VAX & ALPHA VAX ticker-input
TRADING SYSTEMS - VAX & ALPHA VAX ticket-process
TRADING SYSTEMS - VAX & ALPHA VAX write-transaction-log

GLOSS - such rights as may exist in GLOSS.

Part C - Assigned Contracts

1. ARC Serve IT - getting started manual.

2. Automated Confirmation Services Limited - Agreement of 16 December 1993.

3. City Networks Limited - Software Licence Agreement of 16 December 1993.

4. Computer Information Software Ltd (now Heroix) - Software Licence
Agreement and Software Support Agreement both of 31 August 1993.

5. Compaq Computer Limited - Customer Services Agreement of 1 November 1998.

6. Dell Products - Agreement in the form of Terms and conditions of 14
October 1998.

7. Digifeed Consultants Limited - Agreement of 30 September 1998.

8. Essential Computing Ltd - Maintenance Software Agreement of 30 November
1993.

9. Heroix Corporation Limited - Software Licence Agreement and Software
Support Agreement both of 30 October 1995.

10. Intercom Data Systems plc, (now Royal Blue Financial Plc) - Software
Product licences, Support and Service, Master Agreement of 20 August
1996.

11. Internet and Intranet Solutions Limited trading as Intranet Solutions -
undated Agreement.

12. Info' Products UK PLC (now CompelSource Limited) - Maintenance Support
Services Agreement no. SS/10734 of 12 April 1997.

13. KPNQWest Services Limited Service Contract - for MMBS Services (undated).

14. ▇▇▇▇▇▇ Software PLC - Site Licence and Agreement and Software Maintenance
Agreement undated.

15. ▇▇▇▇▇ Group Limited - 1 October1999 Agreement for the supply of goods and
services.

16. RA Computers SpA - anti-money laundering software terms and conditions
undated.

17. RTS Realtime Systems AG - Licence Contract for Software Products and
Maintenance of Software Products both of 15 January 1997.

18. Siemens Network Systems Limited - Customer Services Network Support
Agreement of 6 October 1998.

19. Soft Option Systems Limited (now ACT Limited) - Software Licence Agreement
and Maintenance and Support Agreement both of 14 November 1997.

20. Soft Options Systems Limited, CFI and ACT Financial Systems Limited -
Deed of Novation of Licence and Maintenance Contracts of 14 November
1997 of 26 October 1999.

21. Software Partners 32 Inc-. Software Licence.

22. Sophos PLC - Sophos Anti Virus Software Licence Agreement in or about
April 1999.

23. Sun Microsystems Ltd - Undated Support Agreement.

24. Thomson Financial Services Ltd - OASYS Global Broker Agreement Schedule of
16 January 1995.

25. Tresol (Treasury) Solutions Limited - Software Development and Support
Agreement of 30 January 1998.

26. The Public IP Exchange Limited, (trading as UUNET)- Terms and Conditions
of Supply of 16 October 1998.

27. Wilco International Ltd - Product Licence Agreement for Software Modules
and Support of 6 May 1997

Consultancy and temporary contracts
-----------------------------------

1. ▇▇▇▇▇ ▇▇▇▇▇ of 4 August 1999.

2. ▇▇▇▇ Hills of 26 July 1999.

3. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Associates of 22 October 1999.

4. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of 29 November 19909.

5. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of 30 October 1999.

6. ▇▇▇ ▇▇▇▇▇ of 31 July 1999.

7. ▇▇▇▇ ▇▇▇▇▇▇▇ of 13 September 1999.

8. ▇▇▇▇▇ ▇▇▇▇▇ of 8 November 1999.

9. ▇▇▇ ▇▇▇▇▇▇▇▇▇ of 25 November 1999.

10. ▇▇▇▇▇▇ ▇▇▇▇ of 14 October 1999.

11. ▇▇▇ ▇▇▇▇▇ of 26 October 1999.

Mutual Non-Disclosure or Confidentiality Agreement
--------------------------------------------------

1. Alydaar Software Corporation - undated.

2. ECCO Consulting Ltd. - 7 October 1999.

3. PKS Systems Integration (UK) Limited - __ May 1998.

4. SCS Systems (UK) Ltd - 16 November 1999.

The above constitutes the best available list at this time of correct
and complete Assigned Contracts together with all amendments,
supplements and other instruments (including side letters) thereto.

SCHEDULE 1.2(f) - Reuters Agreements

1. Agreement between Reuters America, Inc. and Market Data Corporation.

2. Amendment to Reuters Services Contract, dated January 22, 1993, between
Market Data Corporation and Reuters America Inc.

3. Letter, dated April 14, 1994, to Cantor ▇▇▇▇▇▇▇▇▇▇ ▇.▇. and Market Data
Corporation, from Reuters Limited, re: Proposal of the Interdealer Broker
Association of Canada.

4. Letter Agreement, dated August 25, 1994, between Reuters Limited, Cantor
▇▇▇▇▇▇▇▇▇▇, ▇.▇. and Market Data Corporation re: Proposal of the
Interdealer Broker Association of Canada.

5. Letter, dated March 25, 1994, re: Transparency - Industry Proposal.

6. Data Purchase, Data Product Agency and Electronic Trading System
Agreement, dated January 22, 1993, between Reuters Limited, Cantor
▇▇▇▇▇▇▇▇▇▇, ▇.▇. and Market Data Corporation (with Schedules and
Exhibits).

7. License Agreement, dated January 22, 1993, between Cantor ▇▇▇▇▇▇▇▇▇▇, ▇.▇.
and Market Data Corporation.

8. Electronic Trading of Municipal Fixed Income Securities/ -Bid Wanted-
Letter Agreement, dated January 22, 1993, between Cantor ▇▇▇▇▇▇▇▇▇▇, ▇.▇.
and Reuters Limited.

9. Proposed Agency Agreement Letter, dated January 22, 1993, between Market
Data Corporation and Reuters Limited.

10. Canadian Data Letter Agreement, dated September 15, 1993, between Cantor
▇▇▇▇▇▇▇▇▇▇, ▇.▇., Market Data Corporation and Reuters Limited.

11. ETS-I Intellectual Property Agreement, dated September 21, 1993, between
Cantor ▇▇▇▇▇▇▇▇▇▇, ▇.▇., Market Data Corporation and Reuters Limited.

12. Letter, dated June 8, 1994, to Cantor ▇▇▇▇▇▇▇▇▇▇, ▇.▇. from Reuters
Limited re: Designation of Certain Joint Intellectual Property.

13. Letter Agreement, dated November 24, 1993, between Cantor ▇▇▇▇▇▇▇▇▇▇,
▇.▇., Market Data Corporation and Reuters Limited.

Together with any other agreements or arrangements in relation to Information as
defined.

SCHEDULE 1.2(g) - Telerate Agreements

1. Letter Agreement between Telerate Systems Incorporated and Market Data
Corporation dated December 15, 1989 in reference to Modifications to
Master Optional Services Agreement dated October 23, 1987.

2. Letter Agreement between Telerate Systems Incorporated and Market Data
Corporation dated February 23, 1990.

3. Letter to Telerate, Inc. from Cantor ▇▇▇▇▇▇▇▇▇▇ Securities Corp. dated
February 23, 1990.

4. Letter of Intention from Telerate, Inc. and Agreed to and Acknowledged
by Cantor ▇▇▇▇▇▇▇▇▇▇ Securities Corp. and Market Data Corporation dated
February 23, 1990.

5. Letter Agreement dated February 23, 1990 between Cantor ▇▇▇▇▇▇▇▇▇▇
Corporate Brokers, Inc., Cantor ▇▇▇▇▇▇▇▇▇▇ Incorporated, Cantor
▇▇▇▇▇▇▇▇▇▇ (UK) Limited, Cantor ▇▇▇▇▇▇▇▇▇▇ Securities Corp., Cantor
▇▇▇▇▇▇▇▇▇▇ Municipal Brokers, Inc. and Agreed to and Acknowledged by
Market Data Corporation.

6. Letter Agreement between Cantor ▇▇▇▇▇▇▇▇▇▇ Securities Corp. and Market
Data Corporation dated February 23, 1990.

7. Agreement between Telerate, Inc. and Cantor ▇▇▇▇▇▇▇▇▇▇ Securities Corp.
dated February 23, 1990.

8. Master Optional Service Agreement between Telerate, Inc. and Market
Data Corporation dated February 23, 1990.

9. Letter from Cantor ▇▇▇▇▇▇▇▇▇▇ Securities and Market Data Corporation to
Telerate Systems Inc. dated April 11, 1991.

10. Letter Agreement between Telerate Inc., Cantor ▇▇▇▇▇▇▇▇▇▇ Securities
Corp. and Market Data Corporation dated May 16, 1991 modifying the
Agreement between Telerate, Inc. and Cantor ▇▇▇▇▇▇▇▇▇▇ Securities Corp.
dated February 23, 1990 and the Master Optional Service Agreement
between Telerate, Inc. and Market Data Corporation dated February 23,
1990 ("1991 Modification").

11. Letter Agreement between Cantor ▇▇▇▇▇▇▇▇▇▇ Securities Corp. and
Telerate, Inc. dated July 8, 1991 modifying the Agreement between
Telerate, Inc. and Cantor ▇▇▇▇▇▇▇▇▇▇ Securities Corp. dated February
23, 1990.

12. Letter Agreement between ▇.▇. ▇▇▇▇▇ Co., Inc. and Dow ▇▇▇▇▇ Telerate
dated December 22, 1994.

13. Letter Agreement between Market Data Corporation and Dow ▇▇▇▇▇ Telerate
Holdings, Inc. dated February 6, 1995 regarding 7676 Optional
Information Service.

14. Letter Agreement between Dow ▇▇▇▇▇ & Company, Inc., Cantor ▇▇▇▇▇▇▇▇▇▇
Securities and Market Data Corporation dated February 27, 1995.

15. 1995 Amendment of the Agreement dated February 23, 1990 between
Telerate, Inc. and Cantor ▇▇▇▇▇▇▇▇▇▇ Securities Corp., as previously
amended.

16. 1995 Amendment of the Master Optional Services Agreement dated February
23, 1990 between Telerate, Inc. and Market Data Corporation, as
previously amended.

17. Settlement Agreement between Dow ▇▇▇▇▇ Telerate Holdings, Inc., Dow
▇▇▇▇▇ Telerate, Inc., Cantor ▇▇▇▇▇▇▇▇▇▇ Securities and Market Data
Corporation dated February 27, 1995.

Together with any other agreements or arrangements in relation to Information as
defined.

SCHEDULE 1.3 - Assumed Liabilities

Accrued Bonus $1.3

Accrued Temporary Staff and Contractors $0.6

Accrued Overhead Expenditure $0.2

SCHEDULE 2.1 - Employees

SYSTEMS DELIVERY

Employee Employee Name Date of Start
-------- ------------- -------------
Number
------

7848 ▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ 25/11/1998
7732 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 29/06/1998
7667 ▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ 11/05/1998
7438 ▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇ 01/09/1997
7665 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 22/04/1998
7476 ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ 08/09/1997
7756 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 29/07/1998
8121 ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ 10/11/1999
7995 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 07/06/1999
7962 ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇ 19/04/1999
7694 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 01/05/1998
7337 Mr ▇▇▇▇▇▇ ▇▇▇▇▇▇ 01/09/1997
7820 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ 05/10/1998
8028 ▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇ 19/07/1999
7770 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ 26/08/1998
7064 ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ 13/01/1997
7754 ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ 01/09/1998
7960 ▇▇ ▇▇▇▇▇ ▇▇▇▇ 22/03/1999
7000 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 09/12/1996
7691 ▇▇ ▇▇▇▇▇ French 17/06/1998
7648 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 17/03/1998
7077 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 07/01/1997
8069 ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ 06/09/1999
8055 ▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ 02/08/1999
8120 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 28/10/1999
5850 Mr David P House 13/03/1996
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
7809 ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ 21/09/1998
3100 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 04/10/1993
7834 ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇ 23/11/1998
8135 Mr ▇▇▇▇ ▇▇▇▇ 01/11/1999
7628 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 02/03/1998
3690 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 12/07/1994
7882 Mr ▇▇▇▇▇▇ ▇▇▇▇ 14/01/1999
7963 ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ 19/04/1999

8017 ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ 19/07/1999
7916 Mr ▇▇▇▇▇▇ ▇▇▇▇▇ 01/03/1999
7752 ▇▇ ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ 24/08/1998
7785 Miss Olive Marry 26/10/1998
7923 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 25/02/1999
7352 ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ 18/08/1997
3705 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 11/07/1994
8128 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 01/11/1999
7511 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 10/11/1997
7989 ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ 04/05/1999
7673 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ 01/06/1998
3115 ▇▇ ▇▇▇▇ ▇▇▇▇ 01/10/1993
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
7435 ▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ 01/09/1997
8047 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 21/07/1999
7659 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 11/05/1998
7961 Ms ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 22/03/1999
7753 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 22/07/1998
7746 ▇▇ ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ 20/07/1998
7098 ▇▇ ▇▇▇▇▇ ▇▇▇ 03/03/1997
7970 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 29/03/1999
8143 ▇▇ ▇▇▇▇▇▇▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇▇▇ 29/11/1999
5580 Mr ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 15/01/1996
7833 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 26/10/1998
7946 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 29/03/1999
8016 ▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ 14/06/1999
4500 Miss Samantha L ▇▇▇▇▇▇ 30/05/1995
4645 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 17/07/1995
7896 ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ 25/01/1999
4690 ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ 01/08/1995
7509 ▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ 06/10/1997
7166 Mr ▇▇▇▇▇ ▇▇▇▇▇ 03/03/1997
7548 Mr ▇▇▇▇▇▇▇ ▇▇▇▇▇ 05/01/1998
7919 ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ 15/02/1999

SYSTEMS DEVELOPMENT

Employee Employee Name Date of Start
-------- ------------- -------------
Number
------

7909 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 29/03/1999
8093 ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ 13/09/1999

7733 ▇▇ ▇▇▇▇▇▇ J Anscombe 06/07/1998
4220 Mr Alastair ▇ ▇ ▇▇▇▇▇▇ 23/01/1995
3570 ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ 05/04/1994
8005 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 28/06/1999
7994 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 04/05/1999
7567 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 17/11/1997
7305 Mr ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 30/06/1997
7779 ▇▇ ▇▇▇▇▇▇ Dacombe 21/09/1998
7521 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 24/11/1997
7085 ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ 01/01/1997
7557 ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇ 24/11/1997
5215 ▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ 25/09/1995
2310 ▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ 04/01/1993
8082 ▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ 13/09/1999
8001 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 05/07/1999
7252 Mr ▇▇▇▇ ▇▇▇▇ 19/05/1997
8100 Mr ▇▇▇▇ ▇▇▇▇▇▇▇▇ 20/09/1999
7720 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 29/07/1998
8112 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 18/10/1999
380 Mr ▇▇▇▇▇▇ ▇▇▇▇▇▇ 12/06/1991
395 Mr ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ 29/01/1990
7858 ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ 07/12/1998
7830 Mr ▇▇▇▇ Stepnell 09/11/1998
4015 ▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ 21/11/1994
7867 ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ 21/12/1998
7690 ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇ 27/11/1997
7987 ▇▇ ▇▇▇▇▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ 21/06/1999
410 ▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ 25/03/1991
8015 ▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ 10/06/1999
7287 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 01/07/1997

SCHEDULE 3.3 - Disclosure Schedule

The following are contracts, the terms of which require that the consent of a
third party be obtained before they are assigned, and therefore are disclosed
against the warranty given in Section 3.3:

1. ARC Serve IT - getting started manual.

2. Automated Confirmation Services Limited - Agreement of 16 December
1993.

3. City Networks Limited - Software Licence Agreement of 16 December 1993.

4. Computer Information Software Ltd (now Heroix) - Software Licence
Agreement and Software Support Agreement both of 31 August 1993.

5. Compaq Computer Limited - Customer Services Agreement of 1 November
1998.

6. Dell Products - Agreement in the form of Terms and conditions of 14
October 1998.

7. Intercom Data Systems plc, (now Royal Blue Financial Plc) - Software
Product licences, Support and Service, Master Agreement of 20 August
1996.

8. Internet and Intranet Solutions Limited trading as Intranet Solutions -
undated Agreement.

9. Info' Products UK PLC (now CompelSource Limited) - Maintenance Support
Services Agreement no. SS/10734 of 12 April 1997.

10. KPNQWest Services Limited Service Contract - for MMBS Services
(undated).

11. ▇▇▇▇▇▇ Software PLC - Site Licence and Agreement and Software
Maintenance Agreement undated.

12. ▇▇▇▇▇ Group Limited - 1 October 1999 Agreement for the supply of goods
and services.

13. RA Computers SpA - anti-money laundering software terms and conditions
undated.

14. RTS Realtime Systems AG - Licence Contract for Software Products and
Maintenance of Software Products both of 15 January 1997.

15. Siemens Network Systems Limited - Customer Services Network Support
Agreement of 6 October 1998 and any other contracts related to
maintenance services provided by Siemens.

16. Soft Option Systems Limited (now ACT Limited) - Software Licence
Agreement and Maintenance and Support Agreement both of 14 November
1997.

17. Soft Options Systems Limited, CFI and ACT Financial Systems Limited -
Deed of Novation of Licence and Maintenance Contracts of 14 November
1997 of 26 October 1999.

18. Software Partners 32 Inc.- Software Licence.

20. Sophos PLC - Sophos Anti Virus Software Licence Agreement in or about
April 1999.

21. Sun Microsystems Ltd - Undated Support Agreement.

22. Thomson Financial Services Ltd - OASYS Global Broker Agreement Schedule
of 16 January 1995.

23. Tresol (Treasury) Solutions Limited - Software Development and Support
Agreement of 30 January 1998.

24. Wilco International Ltd - Product Licence Agreement for Software
Modules and Support of 6 May 1997

Consultancy and temporary contracts
-----------------------------------

1. ▇▇▇▇▇ ▇▇▇▇▇ of 4 August 1999.

2. ▇▇▇▇ Hills of 26 July 1999.

3. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Associates of 22 October 1999.

4. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of 29 November 19909.

5. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of 30 October 1999.

6. ▇▇▇ ▇▇▇▇▇ of 31 July 1999.

7. ▇▇▇▇ ▇▇▇▇▇▇▇ of 13 September 1999.

8. ▇▇▇▇▇ ▇▇▇▇▇ of 8 November 1999.

9. KimWhitworth of 25 November 1999.

10. ▇▇▇▇▇▇ ▇▇▇▇ of 14 October 1999.

11. ▇▇▇ ▇▇▇▇▇ of 26 October 1999.

Mutual Non-Disclosure or Confidentiality Agreement
--------------------------------------------------

1. Alydaar Software Corporation - undated.

2. ECCO Consulting Ltd. - 7 October 1999.

3. PKS Systems Integration (UK) Limited - _ May 1998.

4. SCS Systems (UK) Ltd - 16 November 1999.

Leases
------

1. Agreement of 31 May 1997 between ECS International UK Limited and
Cantor ▇▇▇▇▇▇▇▇▇▇ Leasing and all subsequent agreements and schedules
in relation thereto.

2. Undated sublease agreement between Cantor ▇▇▇▇▇▇▇▇▇▇ Leasing and Cantor
▇▇▇▇▇▇▇▇▇▇ International.

SCHEDULE 3.4 - Permits

None.

SCHEDULE 3.5 - Title to Assets

The following are leasing contracts affecting Transferred Assets and are
therefore disclosed against the warranty given in Section 3.5:

Lombard

1. Master Hiring Agreement of 9 December 1996 between Cantor ▇▇▇▇▇▇▇▇▇▇
International and Lombard Network Services Ltd and all schedules,
agreements and leases in relation thereto.

GE Capital

2. Operating Sublease of 25 June 1997 between Cantor ▇▇▇▇▇▇▇▇▇▇ ▇.▇. and
Cantor ▇▇▇▇▇▇▇▇▇▇ International.

3. Agreement to Acquire of 8 July 1997 between GE Capital Services (EEF)
Limited and Cantor ▇▇▇▇▇▇▇▇▇▇ International.

4. Agreement to Acquire of 8July 1997 between GE Capital Services (EEF)
Limited, Cantor ▇▇▇▇▇▇▇▇▇▇ ▇.▇. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ International.

5. Operating Sublease of 20 January 1999 between Cantor ▇▇▇▇▇▇▇▇▇▇ ▇.▇.
and Cantor ▇▇▇▇▇▇▇▇▇▇ International

6. Purchase Agency Agreement of 12 February 1999 between GE Capital
Services (EEF) Limited, Cantor ▇▇▇▇▇▇▇▇▇▇ International and Cantor
▇▇▇▇▇▇▇▇▇▇ ▇.▇..

7. Agreement to Acquire undated between GE Capital Services (EEF) Limited,
Cantor ▇▇▇▇▇▇▇▇▇▇ International and Cantor ▇▇▇▇▇▇▇▇▇▇ ▇.▇..

8. Operating Sublease of 23 August 1999 between Cantor ▇▇▇▇▇▇▇▇▇▇ ▇.▇. and
Cantor ▇▇▇▇▇▇▇▇▇▇ International.

9. All schedules, agreements, additions, deletions and amendments in
relation to the documents at 2 to 8.

ECS International UK Limited

10. Agreement of 31 May 1997 between ECS International UK Limited and
Cantor ▇▇▇▇▇▇▇▇▇▇ Leasing and all subsequent agreements and schedules
in relation thereto.

11. Undated sublease agreement between Cantor ▇▇▇▇▇▇▇▇▇▇ Leasing and Cantor
▇▇▇▇▇▇▇▇▇▇ International.

Pallas Group Limited

12. Undated agreement between Cantor ▇▇▇▇▇▇▇▇▇▇ International and Pallas
Group Limited.

SCHEDULE 3.6 - Litigation

None.

SCHEDULE 3.9 - Undisclosed liabilities
None.

SCHEDULE 3.8(b) - Registrations and applications made in relation to
Intellectual Property

▇▇▇▇ to provide schedule

SCHEDULE 5.11 - Required Consents

Third party consents are required in connection with the transactions
contemplated by this Agreement under the following contracts: