SunGard

Rex/Mark -

As we discussed, I am not confident that the Automated Securities Clearance NDA sufficiently covers us in this new matter. I have called Henry Bonner at SunGard to verify the legal structure to see if we can or cannot use it; however, he has yet to return my call.

I have prepared the attached based upon a belief that we should have in place an NDA specifically with SunGard Trading & Risk Systems. Because we also want to move this matter forward, I have attached to the agreement a "Schedule A" in which I have outlined the work that SunGard will be performing for us - at least at the onset. If we go beyond the first five days of this work, we should definitely have a formal consulting agreement signed to ensure we have a clear path forward on the work to be done and deliverables to be provided.

In the meantime, please take a look at the attached and let me know if this works.

Thanks.

mark