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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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,
xxx.xXxxxx.xx.xx), 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 xxx 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 xxxxxx 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
"xxxxxx.xx.xx" "xxxxxxxxxxx.xx.xx", xxxxxx-xxxxx.xx.xx",
"xxxxxx-x-xxxxx.xx.xx", "xxxxxxxxxxxx.xx.xx", "xxxxxx-xxxxxx.xx.xx",
"xxxxxxx-xxxxx.xx.xx", "xxxxxx.xx.xx", "x-xxxxx.xx.xx",
"c/xxxxx.xx.xx" and "x-xxxxx.xx.xx" 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 Xxxxxxxxxx, XX, Reuters Limited ("Reuters") and Market
Data Corporation ("MDC"), as amended, and all other agreements between
Cantor Xxxxxxxxxx XX, 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, Xxx Xxxxxxx Xxxxxx, Xxxxxx XX0X, (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 Xxx 0000 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 Xxxxxxxxxx, X.X. 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 Xxxxxxxxxx International
Xxx Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Attention: General Counsel
Fax Number: 0000 000 0000

If to the Assignee to:

eSpeed Securities International Limited
Xxx Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Attention: General Counsel
Fax Number: 0000 000 0000

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 XXXXXXXXXX )
INTERNATIONAL )

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

SIGNED by )
for and on behalf of )
CANTOR XXXXXXXXXX )
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/XX XXXXX x 40 KME
1 Customer Equip. CFI 5700 Equip. and mach. May-96 10" 29MM DDC 15-40K O/XX XXXXX x 36 KME
1 Customer Equip. CFI 5700 Equip. and mach. May-96 10" 29MM DDC 15-40K O/XX XXXXX x 30 KME
1 Customer Equip. CFI 5700 Equip. and mach. May-96 10" 29MM DDC 15-40K O/XX XXXXX 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/XX XXXXX KENT MODULAR ELECT
1 Customer Equip. CFI 5700 Equip. and mach. May-96 10" 29MM DDC 15-40K O/XX XXXXX x 20 KME
1 Customer Equip. CFI 5700 Equip. and mach. APR-96 29MM DDC O/XX XXXXX KME
1 Customer Equip. CFI 5700 Equip. and mach. May-96 10" 29MM DDC 15-40K O/XX XXXXX 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/XX XXXXX x 40 KENT MODULAR ELEC
1 Customer Equip. CFI 5700 Equip. and mach. May-96 10" 29MM DDC 15-40K O/XX XXXXX 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/XX XXXXX 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 00-00 X/X XXXXX XXXXX XXX
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/XX XXXXX 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/XX XXXXX 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/XX XXXXX 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. Xxx-00 XXX 0000000 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 XXXXXX 1,313 1,188
9 XXXXXXX XX 2,004 1,393
9 DATACABLING 1,875 1,303
9 XXXXXX 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. Xxx-00 XX00 XXX 0 XXXXXXXX
0 Xxxxxxx XXX 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 XXXXXX 191,388 122,488
10 SIEMENS 234,767 100,950
10 XXXXXX 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 XXXXXX 49,125 31,440
10 COMPU 161,281 35,482
10 XXXXX 26,773 23,025
10 ECOM 37,092 15,950
10 INFO PRODUCTS 14,476 12,449
10 XXXXXX 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 XXXXX 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 XXXXXX 19,662 8,455
10 XXXXXX 8,485 7,297
10 XXXXXX 8,485 7,297
10 XXXXXX 11,689 7,481
10 SIEMENS 18,052 7,762
10 SIEMANS 11,482 7,348
10 XXXXXX 9,972 6,382
10 AVT 9,477 6,065
10 SIEMENS 14,341 6,167
10
XXXXXX 5,719 4,918
10 XXXXXX 12,326 5,300
10
SIEMENS 12,281 5,281
10
CASTLE 4,610 4,656
10 DCS 7,521 4,813
10 XXXXXX 8,427 4,822
10 XXXXXX 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. Xxx-00 Xxxxxx xxx 0000000
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 XXXXXX 3,846 3,308
10 XXXXXX 3,188 3,220
10 XXXXXX 5,110 3,271
10 XXXXXX 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 XXXXXX 6,458 2,777
10 BLACKBOX 6,314 2,715
10 INFO 4,002 2,561
10 XXXXXX 3,784 2,422
10 INFO PRODUCTS 2,701 2,323
10 INFO PRODUCTS 2,701 2,323
10 XXXXXX 3,401 2,177
10 COMPU 12,187 2,681
10 XXXXXX 3,244 2,076
10 XXXXXX 3,223 2,063
10 XXXXXX 3,210 2,055
10 ECOM TECHNICAL LTD 5,031 2,163
10 XXXXXX 3,180 2,035
10 SIEMENS 4,901 2,108
10 XXXXXX 4,040 1,737
10 ECOM 4,024 1,730
10 XXXXXX 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 XXXXXX 3,229 1,388
10 BLACKB 1,985 1,270
10 NETWOR 7,034 1,548
10
XXXXXXXXX 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 XXXXXX 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 XXX 000000
10 Network Equip. CFI 5700 Equip. and mach. Sep-94 BICC CAT 5 UTP PATCH CORD
10 Network Equip. CFI 5700 Equip. and mach. Xxx-00 0 XXX 000X 00 XXXX XXXXXXXXXXXX
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/xxxx 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 XXXXXXXX XXXXXXX & 15,885 16,044
ASSOCIATES
12 DOW XXXXX 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 XXXXXXXX x00
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 XX 0000
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 XXXXXX 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 XXXXXX 5,592 3,579
12 HEROIX 17,381 3,824
12 XXXXXXX XXXXXXX 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 XXXXXXXX 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. XXX-00 XXX00-XXX0X-000XXXX 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 XXXXXXX XXXXX 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 XXXXX 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 XXXXX 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 XXXXXXX XXXXX PLC 3,720 2,381

14 Server CFI 5700 Equip. and mach. Oct-95 DEC SERVER 700
14 Server CFI 5600 Computer Equip. Xxx-00 XXXXX - XX
00 Xxxxxx XXX 5600 Computer Equip. NOV-96 TRF FROM SNC
14 Server CFI 5600 Computer Equip. Feb-96 DEC SERVER 700.16 XXXX XX00 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
XXXXX 0
00 Xxxxxx XXX 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 XXXXX X00
00 Xxxxxx XXX 5600 Computer Equip. Feb-96 DEC SERVER 700.16 XXXX XX00 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. XXX-00 XXXX XXXXXXX & XXXXXX
00 Xxxxxx XXX 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 XXXXX 3,630 1,561
14 CPS 3,472 1,493
14 XXXXXX 3,472 1,493
14
RESOLV 2,144 1,372
14
XXXXX 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 X/X
00 Xxxxxx X'XXXX 0000 Xxxxx. 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. Xxx-00 XXX XXXXXX 000/00 XXXX XX00
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. Xxx-00 XXX XXXXXX 000,00 XXXX XX00
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 Xxxxxxxxxx
International:

France
------
xxxxxx.xxx.xx

Germany
-------
xxxxxx.xx

Japan
-----
xxxxxx.xx.xx

South Africa
------------
xxxxxx.xx.xx

United Kingdom
--------------
x-xxxxx.xx.xx
xxxxxx.xx.xx
xxxxxxxxxxx.xx.xx
xxxxxxxxxxx.xx.xx

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 XXXXX - BACK OFFICE and SETTLEMENTS XXXXX - Accounts

BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - BACK OFFICE and SETTLEMENTS HOLLY - Bond Give Ups
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - BACK OFFICE and SETTLEMENTS XXXXX - Compliance - VAT, FSA, BAWE etc
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - BACK OFFICE and SETTLEMENTS XXXXX - Confirmations
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - BACK OFFICE and SETTLEMENTS XXXXX - FX Options
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - BACK OFFICE and SETTLEMENTS XXXXX - LA Equities
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - BACK OFFICE and SETTLEMENTS XXXXX - Reports (internal)
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - BACK OFFICE and SETTLEMENTS XXXXX - Settlement (manual)
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - BACK OFFICE and SETTLEMENTS XXXXX - Trade Input and Amendments
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - BACK OFFICE and SETTLEMENTS XXXXX - UK Equities - ARROW replacement
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - INDEPENDENT TRADE FEEDS XXXXX - Derivatec feed
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - INDEPENDENT TRADE FEEDS XXXXX - Cleared Trades
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - INDEPENDENT TRADE FEEDS XXXXX - Give Ups - FX Options
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - INDEPENDENT TRADE FEEDS XXXXX - Give Ups - Repo desk (Ticketboy)
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - MIDDLE OFFICE XXXXX - Boaf
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - MIDDLE OFFICE XXXXX - Xxxxxx - Wash trades
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - MIDDLE OFFICE XXXXX - Profit and Loss
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - MIDDLE OFFICE XXXXX - Rest of Middle Office
BACK OFFICE AND SETTLEMENT SYSTEMS XXXXX - MIDDLE OFFICE XXXXX - 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 - XX Xxxxxx 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 - XX Xxxx 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. Xxxxxx Software PLC - Site Licence and Agreement and Software Maintenance
Agreement undated.

15. Xxxxx 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. Xxxxx Xxxxx of 4 August 1999.

2. Xxxx Hills of 26 July 1999.

3. Xxxxxxxx Xxxxxxx and Associates of 22 October 1999.

4. Xxxxxxx Xxxxxxx of 29 November 19909.

5. Xxxxxxx Xxxxxxxx of 30 October 1999.

6. Xxx Xxxxx of 31 July 1999.

7. Xxxx Xxxxxxx of 13 September 1999.

8. Xxxxx Xxxxx of 8 November 1999.

9. Xxx Xxxxxxxxx of 25 November 1999.

10. Xxxxxx Xxxx of 14 October 1999.

11. Xxx Xxxxx 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 Xxxxxxxxxx X.X. 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
Xxxxxxxxxx, X.X. 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
Xxxxxxxxxx, X.X. and Market Data Corporation (with Schedules and
Exhibits).

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

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

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

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

13. Letter Agreement, dated November 24, 1993, between Cantor Xxxxxxxxxx,
X.X., 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 Xxxxxxxxxx Securities Corp. dated
February 23, 1990.

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

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

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

7. Agreement between Telerate, Inc. and Cantor Xxxxxxxxxx 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 Xxxxxxxxxx Securities and Market Data Corporation to
Telerate Systems Inc. dated April 11, 1991.

10. Letter Agreement between Telerate Inc., Cantor Xxxxxxxxxx Securities
Corp. and Market Data Corporation dated May 16, 1991 modifying the
Agreement between Telerate, Inc. and Cantor Xxxxxxxxxx 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 Xxxxxxxxxx Securities Corp. and
Telerate, Inc. dated July 8, 1991 modifying the Agreement between
Telerate, Inc. and Cantor Xxxxxxxxxx Securities Corp. dated February
23, 1990.

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

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

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

15. 1995 Amendment of the Agreement dated February 23, 1990 between
Telerate, Inc. and Cantor Xxxxxxxxxx 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 Xxxxx Telerate Holdings, Inc., Dow
Xxxxx Telerate, Inc., Cantor Xxxxxxxxxx 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 Xx Xxxxxxx X Xxxxxxxxx 25/11/1998
7732 Xx Xxxxx Xxxxxxx 29/06/1998
7667 Xx Xxxxxx X Xxxxxxx 11/05/1998
7438 Xx Xxx X Xxxxxx 01/09/1997
7665 Xx Xxxx Xxxxxx 22/04/1998
7476 Xx Xxxxx X Xxxxxxx 08/09/1997
7756 Xxxx Xxxxxxx Xxxxx 29/07/1998
8121 Xx Xxxxxxxxxxx X Xxxxxxx 10/11/1999
7995 Xx Xxxxxx Xxxxxx 07/06/1999
7962 Xx Xxxxx X Xxxx 19/04/1999
7694 Xxxx Xxxxxx Xxxxxx 01/05/1998
7337 Mr Xxxxxx Xxxxxx 01/09/1997
7820 Xx Xxxx Xxxxxxx 05/10/1998
8028 Xx Xxx X Xxxxxx 19/07/1999
7770 Xxxx Xxxxxxx X Xxxxxxxxxxx 26/08/1998
7064 Xx Xxxx X Xxxxxxxxxxx 13/01/1997
7754 Xx Xxxx X Xxxxxxx 01/09/1998
7960 Xx Xxxxx Xxxx 22/03/1999
7000 Xx Xxxxxx Xxxxxx 09/12/1996
7691 Xx Xxxxx French 17/06/1998
7648 Xx Xxxxx Xxxxxxxx 17/03/1998
7077 Xx Xxxxx Xxxxxxxx 07/01/1997
8069 Xx Xxxxx X Xxxxxx 06/09/1999
8055 Xx Xxxxxx X Xxxxxxxx 02/08/1999
8120 Xx Xxxx Xxxxxxxx 28/10/1999
5850 Mr David P House 13/03/1996
Xx Xxxxx Xxxxxxx
7809 Xx Xxxx X Xxxxxxx 21/09/1998
3100 Xx Xxxxxx Xxxxx 04/10/1993
7834 Xx Xxxxx X Xxxx 23/11/1998
8135 Mr Xxxx Xxxx 01/11/1999
7628 Xx Xxxxxxxx Xxxxx 02/03/1998
3690 Xx Xxxxxx Xxxxxxx 12/07/1994
7882 Mr Xxxxxx Xxxx 14/01/1999
7963 Xx Xxxxx X Xxxxxx 19/04/1999

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

SYSTEMS DEVELOPMENT

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

7909 Xx Xxxxxx Xxxxxxxxx 29/03/1999
8093 Xx Xxxxx X Xxxxxxxx 13/09/1999

7733 Xx Xxxxxx J Anscombe 06/07/1998
4220 Mr Alastair X X Xxxxxx 23/01/1995
3570 Xx Xxxxx X Xxxxxx 05/04/1994
8005 Xx Xxxxxxxx Xxxxxx 28/06/1999
7994 Xx Xxxxxxx Xxxxxx 04/05/1999
7567 Xxxx Xxxxxx Xxxxxxxxxxx 17/11/1997
7305 Mr Xxxx Xxxxxxxxxx 30/06/1997
7779 Xx Xxxxxx Dacombe 21/09/1998
7521 Xx Xxxxxxxx Xxxxxx 24/11/1997
7085 Xx Xxxxx X Xxxxxxx 01/01/1997
7557 Xx Xxxx X Xxxxx 24/11/1997
5215 Xx Xxxxxxx X Xxxxxxx 25/09/1995
2310 Xx Xxxxxxx X Xxxxxx 04/01/1993
8082 Xx Xxxxxxx X Xxxxxxxxx 13/09/1999
8001 Xx Xxxxxx Xxxxxx 05/07/1999
7252 Mr Xxxx Xxxx 19/05/1997
8100 Mr Xxxx Xxxxxxxx 20/09/1999
7720 Xxx Xxxx Xxxxxxxxx 29/07/1998
8112 Xx Xxxxxxxx Xxxxxxxx 18/10/1999
380 Mr Xxxxxx Xxxxxx 12/06/1991
395 Mr Xxxxxxx X Xxxxx 29/01/1990
7858 Xx Xxxxx X Xxxxx 07/12/1998
7830 Mr Xxxx Stepnell 09/11/1998
4015 Xx Xxxxxx X Xxxxxxxxxx 21/11/1994
7867 Xx Xxx Xxxxxxxx 21/12/1998
7690 Xx Xxxx X Xxxxxx 27/11/1997
7987 Xx Xxxxxxx X X Xxxxxxxx 21/06/1999
410 Xx Xxxxxx X Xxxxxxxxx 25/03/1991
8015 Xx Xxxxxx X Xxxxxxxx 10/06/1999
7287 Xx Xxxxxx Xxxxxxxxxx 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. Xxxxxx Software PLC - Site Licence and Agreement and Software
Maintenance Agreement undated.

12. Xxxxx 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. Xxxxx Xxxxx of 4 August 1999.

2. Xxxx Hills of 26 July 1999.

3. Xxxxxxxx Xxxxxxx and Associates of 22 October 1999.

4. Xxxxxxx Xxxxxxx of 29 November 19909.

5. Xxxxxxx Xxxxxxxx of 30 October 1999.

6. Xxx Xxxxx of 31 July 1999.

7. Xxxx Xxxxxxx of 13 September 1999.

8. Xxxxx Xxxxx of 8 November 1999.

9. KimWhitworth of 25 November 1999.

10. Xxxxxx Xxxx of 14 October 1999.

11. Xxx Xxxxx 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 Xxxxxxxxxx Leasing and all subsequent agreements and schedules
in relation thereto.

2. Undated sublease agreement between Cantor Xxxxxxxxxx Leasing and Cantor
Xxxxxxxxxx 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 Xxxxxxxxxx
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 Xxxxxxxxxx X.X. and
Cantor Xxxxxxxxxx International.

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

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

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

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

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

8. Operating Sublease of 23 August 1999 between Cantor Xxxxxxxxxx X.X. and
Cantor Xxxxxxxxxx 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 Xxxxxxxxxx Leasing and all subsequent agreements and schedules
in relation thereto.

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

Pallas Group Limited

12. Undated agreement between Cantor Xxxxxxxxxx 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

Xxxx 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:

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. Xxxxxx Software PLC - Site Licence and Agreement and Software
Maintenance Agreement undated.

15. Xxxxx Group Limited - 1 October 1999 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. Xxxxx Xxxxx of 4 August 1999.

2. Xxxx Hills of 26 July 1999.

3. Xxxxxxxx Xxxxxxx and Associates of 22 October 1999.

4. Xxxxxxx Xxxxxxx of 29 November 19909.

5. Xxxxxxx Xxxxxxxx of 30 October 1999.

6. Xxx Xxxxx of 31 July 1999.

7. Xxxx Xxxxxxx of 13 September 1999.

8. Xxxxx Xxxxx of 8 November 1999.

9. Xxxxxx Xxxx of 14 October 1999.

10. Xxx Xxxxxxxxx of 25 November 1999.

11. Xxx Xxxxx of 26 October 1999.

Leases

Lombard

1. Master Hiring Agreement of 9 December 1996 between Cantor Xxxxxxxxxx
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 Xxxxxxxxxx X.X. and
Cantor Xxxxxxxxxx International.

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

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

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

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

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

8. Operating Sublease of 23 August 1999 between Cantor Xxxxxxxxxx X.X. and
Cantor Xxxxxxxxxx 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 Xxxxxxxxxx Leasing and all subsequent agreements and schedules
in relation thereto.

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

Pallas Group Limited

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

Mutual Non-Disclosure or Confidentiality Agreement

Alydaar Software Corporation - undated.

ECCO Consulting Ltd. - 7 October 1999.

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

SCS Systems (UK) Ltd - 16 November 1999

EXHIBIT A
Form of Joint Services Agreement

EXHIBIT B
Form of Administrative Services Agreement

Schedule 1.1 Part A

eSpeed, Inc.
Fixed Assets transferred

US FIXED ASSET CAT CO ACCTTITLE

Customer Equipment F'FURT Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Computer Equipment
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Computer Equipment
Customer Equipment CFI Computer Equipment
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Computer Equipment
Customer Equipment CFI Computer Equipment
Customer Equipment CFI Computer Equipment
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Computer Equipment
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Equipment and machinery
Customer Equipment CFI Computer Equipment

Customer Equipment Total

Cabling PARIS Equipment and machinery
Cabling CFSNC Equipment and machinery
Cabling PARIS Equipment and machinery
Cabling CFSNC Computer Equipment
Cabling LUX Equipment and machinery
Cabling LUX Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Computer Equipment
Cabling CFI Equipment and machinery
Cabling LUX Computer Equipment
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Computer Equipment
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Computer Equipment
Cabling LUX Equipment and machinery
Cabling CFI Computer Equipment
Cabling CFI Computer Equipment
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Computer Equipment
Cabling CFI Equipment and machinery
Cabling CFI Computer Equipment
Cabling CFI Equipment and machinery
Cabling CFI Computer Equipment
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling F'FURT Equipment and machinery
Cabling CFI Computer Equipment
Cabling CFI Computer Equipment
Cabling CFI Computer Equipment
Cabling CFI Equipment and machinery
Cabling CFI Computer Equipment
Cabling CFI Computer Equipment
Cabling CFI Equipment and machinery
Cabling CFI Computer Equipment
Cabling CFI Equipment and machinery
Cabling CFI Computer Equipment
Cabling CFI Equipment and machinery
Cabling CFI Computer Equipment
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Computer Equipment
Cabling CFI Equipment and machinery
Cabling CFI Computer Equipment
Cabling CFI Computer Equipment
Cabling CFI Computer Equipment
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling LUX Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Computer Equipment
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery
Cabling CFI Equipment and machinery

Cabling Total

Network Equipment F'FURT Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment MILAN Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment F'FURT Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFSNC Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment LUX Computer Equipment
Network Equipment MILAN Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment F'FURT Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFSNC Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFSNC Computer Equipment
Network Equipment PARIS Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment F'FURT Computer Equipment
Network Equipment MILAN Computer Equipment
Network Equipment F'FURT Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment F'FURT Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Computer Equipment
Network Equipment CFI Computer Equipment
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery
Network Equipment CFI Equipment and machinery

Network Equipment Total

General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software F'FURT Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Equipment and machinery
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software MILAN Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFSNC Computer Equipment
General Software CFI Computer Equipment
General Software CFI Equipment and machinery
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software F'FURT Equipment and machinery
General Software CFI Equipment and machinery
General Software LUX Computer Equipment
General Software CFI Equipment and machinery
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software PARIS Computer Equipment
General Software CFI Equipment and machinery
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software PARIS Computer Equipment
General Software CFI Equipment and machinery
General Software CFI Computer Equipment
General Software MILAN Computer Equipment
General Software CFI Equipment and machinery
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Equipment and machinery
General Software CFI Computer Equipment
General Software CFI Equipment and machinery
General Software CFI Equipment and machinery
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Equipment and machinery
General Software CFI Equipment and machinery
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Computer Equipment
General Software CFI Equipment and machinery
General Software CFI Equipment and machinery
General Software CFI Equipment and machinery
General Software CFI Computer Equipment
General Software CFI Equipment and machinery
General Software CFI Equipment and machinery
General Software CFI Equipment and machinery
General Software CFI Equipment and machinery
General Software CFI Equipment and machinery
General Software CFI Computer Equipment

General Software Total

Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server F'FURT Computer Equipment
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server F'FURT Computer Equipment
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server F'FURT Equipment and machinery
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server F'FURT Equipment and machinery
Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Computer Equipment
Server CFI Computer Equipment
Server F'FURT Equipment and machinery
Server CFI Equipment and machinery
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server F'FURT Equipment and machinery
Server CFI Computer Equipment
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery
Server CFI Equipment and machinery

Server Total

Systems Dept MILAN Equipment and machinery
Systems Dept CFI Computer Equipment
Systems Dept CFI Equipment and machinery
Systems Dept CFSNC Equipment and machinery
Systems Dept CFI Equipment and machinery
Systems Dept F'FURT Computer Equipment
Systems Dept CFI Computer Equipment
Systems Dept CFI Computer Equipment
Systems Dept CFI Equipment and machinery
Systems Dept CFI Equipment and machinery

Systems Dept Total

Grand Total

US FIXED ASSET CAT DATE ITEM DESCRIPTION
Customer Equipment JAN-97 FIT OUT COSTS RE COMP EQUIP
Customer Equipment May-96 10" 29MM DDC 15-40K O/XX XXXXX x 40
Customer Equipment May-96 10" 29MM DDC 15-40K O/XX XXXXX x 36
Customer Equipment May-96 10" 29MM DDC 15-40K O/XX XXXXX x 30
Customer Equipment May-96 10" 29MM DDC 15-40K O/XX XXXXX x 25
Customer Equipment JUN-96 VT525 TERMINALS x 50
Customer Equipment Jan-96 10" 29mm DDC O/XX XXXXX
Customer Equipment May-96 10" 29MM DDC 15-40K O/XX XXXXX x 20
Customer Equipment APR-96 29MM DDC O/XX XXXXX
Customer Equipment May-96 10" 29MM DDC 15-40K O/XX XXXXX x 20
Customer Equipment Dec-95 VT525 TERMINALS x 100
Customer Equipment Feb-96 10" 29MM DDC O/XX XXXXX x 40
Customer Equipment May-96 10" 29MM DDC 15-40K O/XX XXXXX x 16
Customer Equipment Feb-97 E105 QPC AC DEVELOPMENT
Customer Equipment Feb-96 MAINS LEAD x 30 & DCC STACK x 30
Customer Equipment JUL-96 10" 29MM DDC 15-40 O/XX XXXXX x 12
Customer Equipment May-98 VT525 AE DEC TERMINAL X12
Customer Equipment Nov-95 10" M/F KME GREY RFI
Customer Equipment JUL-96 13" DDC 15-50 M/F WHITE STACK
Customer Equipment JUL-96 10" 29MM DDC STACK x 10
Customer Equipment JUL-96 10" 29MM DDC 15-40 O/XX XXXXX x 10
Customer Equipment MAR 96 MAIN LEAD & 10"29MM DCC STACK x 22
Customer Equipment APR-96 29MM DCC O/XX XXXXX x 5
Customer Equipment Sep-97 ABS BACKUP SYSTEM INSTALLATION
Customer Equipment MAR 96 10" 29MM DDC STACK
Customer Equipment May-96 SP 282 SE 548T MODIFIED x 2
Customer Equipment Feb-96 10" 29MM DDC 15-40k STACK x 30
Customer Equipment Sep-95 CISCO 2503 SYSTEM
Customer Equipment May-96 WYSE 350 TERMINALS
Customer Equipment APR-96 3268 FAST V34 / 3266 FAST V34
Customer Equipment Sep-95 10" M/FREQ KME GREY RFI 240V
Customer Equipment Aug-95 CISCO 2511 SYSTEM
Customer Equipment Aug-95 CISCO 2511 SYSTEM
Customer Equipment Feb-96 FAST V34 x 3
Customer Equipment Sep-95 CISCO 2503 SYSTEM
Customer Equipment Nov-95 SCICON S8000/2 x 25 PAD
Customer Equipment Feb-95 ISDN BASIC RATE INTERFACES
Customer Equipment May-94 LASER SPEAKERS,QUATTRO 4 INTO 1'S
Customer Equipment JUL-96 10" 29MM DDC 15-40K O/XX XXXXX x 20

Customer Equipment Total 39 items

Cabling Jun-98 CABLING
Cabling Sep-97 CABLES AND DEALERBOARDS
Cabling Jun-98 CABLING
Cabling Aug-97 NEW CABLE LINES
Cabling JAN-97 CABLING
Cabling Jun-98 INV 1026922 FROM 5570 - SINGLE SHELF/DUAL SHELF CABLE
Cabling JAN-97 CABLES & BASE UNIT
Cabling Jul-97 CABLING SERVICES
Cabling Feb-96 CABLING SERVICES
Cabling Jun-98 VARIOUS CARDS/CABLES
Cabling Jul-97 CABLING SERVICES
Cabling JAN-97 CABLES 1017 (PART OF ACCRUAL IN 6600)
Cabling MAR 96 CABLING INFRASTRUCTURE
Cabling Aug-97 CABLING
Cabling Jul-97 CABLING SERVICES
Cabling APR-96 CABLING INFRASTRUCTURE
Cabling Jul-97 CABLING SERVICES
Cabling Jun-97 CABLES AND EQUIP
Cabling Jul-97 CABLING SERVICES
Cabling Sep-95 MISCELLANEOUS EQUIPMENT
Cabling Sep-95 MISCELLANEOUS EQUIPMENT
Cabling Oct-95 MISCELLANEOUS WORK
Cabling Aug-95 INSTALL FIBRE OPTIC CABLES
Cabling Jul-97 HUB EXPANSION CABLE
Cabling JAN-97 ELECTRICAL INSTALLATION
Cabling JAN-97 CABLES 941
Cabling DEC-96 10 FOOT MALE CABLE x 60
Cabling Nov-95 INSTALL CAT 5 CABLING INFRASTRUCT
Cabling Feb-96 CABELING
Cabling Jun-97 EQUIPMENT
Cabling Jul-97 CABLING SERVICES
Cabling JAN-97 CABLES 944
Cabling Jan-98 CABLING PARTS
Cabling Jun-97 EQUIPMENT
Cabling APR-96 SUP&INS CAT5 CAB TERM TO PATCH PANEL
Cabling Nov-95 WORKS/EQUIP FOR EQUITY PROJECT
Cabling May-97 CABLE FOR PANEL
Cabling Apr-97 10 FOOT MALE DTE X.21 CABLE
Cabling Feb-97 CABLING
Cabling JAN-97 CABLES 946
Cabling Feb-96 CABELING
Cabling JAN-97 CABLES 1042
Cabling JAN-97 CABLES 945
Cabling Sep-95 MISCELLANEOUS EQUIPMENT
Cabling Feb-97
Cabling Jan-96 CABLES
Cabling Apr-97 10 FOOT MALE DTE X.21 CABLE
Cabling Jul-97 CABLING SERVICES
Cabling Apr-97 10 FOOT MALE DTE X.21 CABLE
Cabling Oct-95 MISCELLANEOUS WORK
Cabling JUL-96 12 INCH CABLE TRAY
Cabling JAN-97 CABLES 1025
Cabling JUL-96 FIBRE OPTIC ST MEDIA CONVECTORS x 6
Cabling Jun-97 MAINS LEADS
Cabling JAN-97 CABLES 942
Cabling JAN-97 CABLES 1024
Cabling MAR-97 10 FOOT MALE DTE CABLE
Cabling Jun-95 MULTIMODE FIBRECORES
Cabling Aug-95 CW 1308 INT TELEPHONE CABLE
Cabling MAR 96 INSTALL CABLING
Cabling Jul-97 INSTALL CABLES
Cabling Feb-96 VGA VIDEO EXT CABLE
Cabling MAR 96 CABLING INFRASTRUCTURE
Cabling Nov-95 VGA VIDEO EXT CABLE
Cabling Oct-95 INSTALL VIDEO/KEYBOARD CABLES
Cabling Sep-95 TELEPHONE CABLE
Cabling MAR 96 INSTALL CABLING
Cabling MAR 96 CABLING INFRASTRUCTURE
Cabling Oct-95 CW1308 50 PAIR & EARTH
Cabling Apr-97 E1 CABLES
Cabling Dec-94 DRUMS OF CABLE
Cabling Sep-94 FIBRE OPTICS AND FLYLEADS
Cabling Apr-94 8 X 50M TELCO CONNECTING LEADS
Cabling Xxx-00 XX00 XXX 0 XXXXXXXX
Xxxxxxx Nov-94 TELECOMMUNICATION CABLE

Cabling Total 75 items

Network Equipment Jun-98 INSTALLATION PROJECT MANAGEMENT
Network Equipment DEC-96 ETHERNET /SERIAL/BRI ROUTER x 36
Network Equipment OCT-96 625-7 HP OPENVIEW NETWORK NODE MANAGER & EQUIPMENT
Network Equipment Jul-97 SUPPLY NETWORK MAINTENANCE
Network Equipment MAR 96 CLIENT DISTRIBUTION NETWORK
Network Equipment DEC-96 ETHERNET /SERIAL/BRI ROUTER
Network Equipment Sep-95 3COM ETHERLINK III
Network Equipment Oct-98 SUN MODULE/DISK/ULTRA
Network Equipment APR-96 SUP&INST 96 CORES 1ST FL & BASEMENT
Network Equipment Jun-98 ETHERNET ADAPTOR
Network Equipment May-96 OPENVIEW NETWORK NODENW NODE
Network Equipment Dec-97 NETWORK CONNECTIONS EQUIP
Network Equipment Jan-96 IBM TCP/IP x 18 & 3COM x 3
Network Equipment FEB-97 BRIDGING/INTERFACE CARDS
Network Equipment JUN-96 ETHERNET BRI ROUTER & IOS FEATURE SET
Network Equipment Mar-99 PARIS CDS DISTRIBUTION SERVERS-SUN ULTRA
Network Equipment SEP-96 ALPHA STATION / VAX STATION / DEC STORAGE WORKS etc
Network Equipment SEP-96 ETHERNET ROUTER AND CABLES
Network Equipment Jul-98 NETWORK COST
Network Equipment Sep-95 3COM ETHERLINK III
Network Equipment JUN-96 ETHERNET BRI ROUTER
Network Equipment Jul-97 ENET 14 HUB PTS \21 CABLE
Network Equipment Jul-97 ENET 14 HUB PTS \21 CABLE
Network Equipment Jul-97 DUAL AC POWER SUPPLY OPTION
Network Equipment Dec-96 ETHERNET/SERIAL/BRI ROUTER
Network Equipment Nov-97 NETWORK EQUIP
Network Equipment May-97 SOLAR MGMT BUNDLE
Network Equipment Dec-97 NETWORK CONNECTIONS EQUIP
Network Equipment JAN-97 ETHERNET ROUTER AND CABLES
Network Equipment Apr-98 UPGRADE CUST/DOMESTIC OU & CISCO WORKS
Network Equipment DEC-96 ETHERNET /SERIAL/BRI ROUTER
Network Equipment NOV-96 IOS IP FEATURE SET & ETHERNET/SERIAL/BRI ROUTER
Network Equipment Nov-95 1300P-120T 12 PORT HUB WITH TRANSCEIVER
Network Equipment Jan-98 REPLACE PAIR OF ROUTERS
Network Equipment Dec-97 MULTIPROTOCOL ROUTER
Network Equipment May-96 CISCIWORKS FOR HP OPENVIEW
Network Equipment Sep-95 324T 24 PORT CONCENTRATORS
Network Equipment Mar-99 CUSTOMER ROUTERS FOR ROLLOUT PROJECT
Network Equipment Sep-94 DISTRUBUTED SNIFFER SYSTEM
Network Equipment DEC-96 COMPUTER SWITCHING EQUIP
Network Equipment Xxx-00 Xxxxxx xxx 0000000 oct 98 comp equip
Network Equipment Apr-98 CISC02516 ENET/DUAL SER/ISDN/FEATURE SET
Network Equipment Mar-98 CISCO 2503 ROUTERS
Network Equipment Jun-98 DCC DATA CARD
Network Equipment Oct-97 SERVER SWITCH AND CABLES
Network Equipment Feb-97 CABLING
Network Equipment Dec-97 NETWORK CONNECTIONS EQUIP
Network Equipment AUG-96 MULTINET FOR ALPHA SERVER/ STATION/ VAX STATION
Network Equipment AUG-96 SPARCWORKS C++ VERSION 4.1 SLIM KIT x3
Network Equipment JAN-97 DUAL SERIAL ROUTER
Network Equipment NOV-96 13 STACKABLE MINIHUBS
Network Equipment MAR-97 ETHERLINK/IBM PC330
Network Equipment Jul-97 DUAL SERIAL ROUTER
Network Equipment Jul-98 ETHERNET / MEMORY EXPANSION
Network Equipment Jul-98 ETHERNET/MEMORY EXPANSION
Network Equipment Dec-97 SERIAL ROUTER
Network Equipment Nov-95 IBM TCP/IP BASE KIT DUA*5
Network Equipment DEC-96 IOS FEATURE SET
Network Equipment Feb-97 UNIX INSTILLATION & CONFIG
Network Equipment Jan-98 MULTI PROCTOCOL ROUTER
Network Equipment SEP-96 CABINET & SUNDRY ITEMS FOR LAN UPGRADE
Network Equipment Jul-97 IP ONLY FEATURE SET BRI ROUTER
Network Equipment AUG-96 ETHERNET ROUTER
Network Equipment JUL-96 APS CONFIGERATION
Network Equipment DEC-96 AU1 TO 10 BASE 2 TRANSCIEVERS
Network Equipment Jul-97 12 PORT PATCH PAN & TELCO CABLE
Network Equipment Jul-98 ETHERNET / MEMORY EXPANSION
Network Equipment Jul-98 ETHERNET/MEMORY EXPANSION
Network Equipment JAN-97 24 PORT FMS II HUBS X2 AND CONSOLE CABLE
Network Equipment Nov-95 INSTALL IMRAK 1400
Network Equipment May-95 MICROVAX/DEC THINWIRE ETHERNET
Network Equipment JAN-97 HUB EXPANSION CABLE
Network Equipment JAN-97 IDS FEATURE SET
Network Equipment Mar-98 SERVSWITCH JR4-PORT MOUSE CABLE 10
Network Equipment May-95 SPKR/AMP GEY F/S
Network Equipment Apr-95 PINACL COAXIAL/KEYBOARD/RBG COAX TO VIDEO
Network Equipment Nov-95 24 PORT CONCENTRATOR
Network Equipment Dec-97 NETWORK CONNECTIONS EQUIP
Network Equipment Nov-95 ALPHASTATION 200
Network Equipment JUL-96 WIRE ETHERNET TRANCIEVERS
Network Equipment Jul-97 3C16671A -UK LINKBUILDER
Network Equipment NOV-96 AUI TO 10 BASE 2 TRANSCEIVERS x30
Network Equipment Feb-96 324t, 24 PORT CONNECTORS x 2
Network Equipment SEP-96 AUI TO 10 BASE 2 TRANSCEWERS (x30) & T TR'SCEWERS (x20)
Network Equipment NOV-96 DUPLEX ST-ST FIBRE OPTIC FLY LEAD x50
Network Equipment Nov-95 SUPPLY & TERMINATE 32 UTP OUTLETS
Network Equipment OCT-96 INSTALLATION OF CISCO SYSTEMS
Network Equipment Feb-96 LOBEPROBE 3 & ETHERNET MONITOR
Network Equipment Jul-95 8 CHANNEL KIT & CABLE/MGMT SOFTWARE
Network Equipment Aug-95 ADAPTERS
Network Equipment May-97 10 CLASS C IP ADDRESSES
Network Equipment Oct-95 HUB MGMT MODULE/ETHERNET MOD
Network Equipment Dec-97 NETWORK CONNECTIONS EQUIP
Network Equipment Mar-95 MICROVAX AND DEC SERVER
Network Equipment Oct-94 24 PORT WORK GROUP HUB
Network Equipment Sep-94 NETWORK WITH DIN CONNECTOR
Network Equipment Jun-94 NETWORK WITH DIN CONNECTOR
Network Equipment Dec-94 N'WORK & DIN CONNECTOR / LINE BUSY-RING
Network Equipment Oct-94 PORT CONCENTARTOR
Network Equipment Sep-94 NETWORK WITH 9 PIN D TYPE M
Network Equipment Dec-94 SOLCOM LANROVER ETHERNET PROBE
Network Equipment Jul-94 24 PORT STACKABLE HUB
Network Equipment Apr-94 6 X 16 PORT RJ45 PANEL
Network Equipment Apr-94 VARIOUS EQUIPMENT XXX 000000
Network Equipment Sep-94 BICC CAT 5 UTP PATCH CORD
Network Equipment Nov-94 4 HUB 324T 24 PORT CONCENTRATOR

Network Equipment Total 106 items

General Software Mar-99 LICENCE FEE FOR GLOSS HV EMU CHANGES
General Software Sep-97 UPGRADE
General Software Sep-97 SOFTWARE PRODUCTS
General Software Oct-97 PURCHASE OF NEW LICENCE FOR VAX/TCPIP RS/6000
General Software Apr-99 Fee for EMU conversion tools
General Software NOV-96 VARIOUS MS WINDOWS SOFTWARE AND SERVERS
General Software Apr-99 XetraP feed handler - Final 50 % payment
General Software NOV-96 LICENCE FOR FIDESSA PC AND VARIOUS FIDESSA EQUIPMENT
General Software Mar-99 UPGRADE OF GLOSSLINK IN RELATION TO EMU
General Software Apr-99 Eurex DTB feed handler for TTRS
General Software FEB-97 SOFTWARE LICIENCE
General Software Sep-98 LICENSE FEE FOR ROBOMON
General Software Oct-97 ANNUAL SOFTWARE LICENCE MAINTENANCE FEE
General Software MAR-96 ARROW SOFTWARE LICIENCE DEPOSIT
General Software Apr-98 ARROW UPGRADE FROM D4F TO G1
General Software Jun-99 LICENSE FEE FOR ROBOMON AUTOMATION ONLY TO RUN ON 2xALPHASERVER 4100'S
General Software May-99 XetraP feed handler - Initial 25 % payment
General Software May-99 XetraP feed handler - second 25% % payment
General Software Mar-97 CONSORT CONGO SOFTWARE
General Software Apr-99 46020 Rel 1.. Delegate s/xxxx licence
General Software May-99 PROMOTIO SOFTWARE
General Software Jul-97 LICENCE FEE FOR ROBOMON SOFTWARE
General Software OCT-96 MS OFFICE FOR WINDOWS AND 4x4MB GRAPHICS CARDS
General Software Jun-99 X2 OTC-CALCULATOR 98 LICENSES (INCL WRITING OF PROGRAMME)
General Software Jun-99 X2 OTC-CALCULATOR 98 LICENSES (INCL WRITING OF PROGRAMME)
General Software Aug-97 LICENCE FOR SETS
General Software Jun-99 LICENSE FEE FOR ROBOMON UNIX SOFTWARE TO RUN ON 1xSUN E3500
General Software OCT-96 WINDOWS NT WORKSTATION x40 AND XXXXXXXX x00
General Software Jun-98 ADFIN SUITE FOR EXCEL
General Software Sep-98 LOTUS CC MAIL INCIDENT PACK
General Software Dec-95 PERSONNEL FOR WINDOWS
General Software Jul-97 SOFTWARE MAINTENANCE
General Software JAN-97 CC MAIL UPGRADES
General Software Nov-97 PURC OF COMPUTER PROGRAM
General Software Jun-99 LICENSE FEE FOR ROBOMON FOR WINDOWSNT SOFTWARE TO RUN ON 2xNT SERVER 4100'S
General Software Jun-97 MICROSOFT EXCEL
General Software Jan-96 VOL SHADOWING VMS LICIENCE x 18
General Software Oct-97 BONDS AND OPTIONS FOR EXCEL
General Software Oct-95 LICENCE FEE FOR ROBOMON
General Software Sep-97 SOFTWARE
General Software Jan-96 MICROVAX 3100 MODEL 40 & LICIENCE
General Software Jan-98 SOFTWARE SUPPORT
General Software Jun-99 VAT POSTED IN ERROR
General Software Jan-98 FINANCIAL SOFTWARE
General Software May-96 MONARCH FOR WINDOWS
General Software SEP-96 MONARCH FOR WINDOWS x2
General Software DEC-96 VARIOUS SOFTWARE APPLICATIONS
General Software Jan-98 NETSCAPE COMMUNICATOR
General Software JAN-97 MS WINDOWS NT
General Software Jul-98 MS OFF / MS WIN LICENSE
General Software JUN-96 CC MAIL
General Software NOV-96 REFLECTIONS x3 MS OFFICE V4.2 x2
General Software Aug-98 PROMOTIO SOFTWARE
General Software JAN-97 PROMOTIO SISTEMI
General Software AUG-96 MS EXCEL FOR WINDOWS
General Software AUG-96 SYBASE SQR REPORT WRITER x2
General Software JUL-96 CC MAIL FOR WINDOWS
General Software Apr-97 INSTALL BLOOMBERG
General Software Feb-96 HCL EXCEED FOR OS/2 10 USER
General Software Feb-97 MS WINDOWS
General Software May-96 LOTUS CC MAIL
General Software JUN-96 SWEEP NT I386 FS 25+
General Software Jun-99 ADDITIONS TO ANALYSE
General Software Jun-99 ADDITIONS TO ANALYSE
General Software MAR 96 LOTUS CC MAIL
General Software Sep-95 MS ACCESS V2.O FOR WIN MLP 1U LIC
General Software Jan-96 DEC SERVER & DNAS LICIENCE
General Software May-95 DEC SERVER/DNAS LICENSE
General Software Jan-96 DEC SERVER & DNAS LICIENCE
General Software Dec-95 MS VISUAL BASIC x 3
General Software Aug-95 UNIVERSAL YIELD ADD-IN
General Software Oct-95 MS EXCEL V5 FOR WINDOWS
General Software Apr-97 WINFAX PRO V4.0 FOR WINDOWS
General Software Mar-95 MS OFFICE STD
General Software Feb-95 MICROVAX 3100 MODEL / DEC USER LICENCE
General Software Sep-94 MS EXCEL FOR WINDOWS
General Software Mar-95 MS OFFICE STD
General Software Nov-94 MICROSOFT EXCEL FOR WINDOWS
General Software Jan-98 CORNERSTONE UPGRADE AND LICENCES

General Software Total 79 items

Server May-96 ALPHA SERVER 2100 & RACKMOUNT ALPHA SERVER
Server SEP-96 DIGITAL ALPHA SERVER AND VARIOUS OTHER EQUIPMENT
Server Jan-98 GLOSS DEV SERVERS
Server Jul-97 SYBASE SERVER SUN SOLARIS - SUPPORT
Server May-96 VAX 6620 256Mb, 128 Mb ECC MEMORY MOD
Server Jul-98 SUN ULTRA ENTERPRISE
Server Jun-98 DECSERVER 700 TERMINAL SERVER GMB SYS RAM
Server Nov-95 DEC SERVER 700
Server AUG-96 ENTERPRISE SERVER
Server Nov-95 SUN SPARCSTATION 20 * 3
Server May-96 SPARC 110 TX 17"C 21Mb 1.05Gb x2
Server Xxx-00 XXXXXXXX & XXX XXXXXX x 0
Xxxxxx XXX-00 MOD 40 ADVANCED SERVERS x2
Server JUL-96 MV3100 MOD 40 ADV SERVER
Server JUL-96 STINGRAY 11 SRCC CONTROLLER
Server NOV-96 UGS10-VBA9A-064ASUN ULTRA 170 UPGRADE
Server JAN-97 DEC NET OSI & MVAX 3100
Server SEP-96 VARIOUS ARCADA COMPUTER SERVERS
Server JAN-97 SUN TYPES UNIX KIT FOR LUX
Server JAN-97 NETFINITY SERVER
Server Jun-97 DSRVW - HC
Server Jun-97 2 NUMBER MULTINET
Server APR-96 DEC SERVER x 5
Server Nov-95 DEC SERVER 700,16 PORT
Server Apr-97 2 NUMBER MULTINET FOR OPEN VMS
Server Jun-97 FLASHCARD AND DNAS
Server Dec-97 NEW SYSTEM XETRA 27.11 EQUITI
Server Jun-98 INSTALLATION OF COMPUTER PRODUCTS
Server Sep-95 DECSERVER 700
Server JUL-96 MV3100 MOD ADV SERVER
Server Nov-95 ALPHASTATION 200/DEC SERVER
Server NOV-96 DEC SERVER 700
Server Nov-95 DEC SERVER 700*4/KME MONITORS*24
Server JAN-97 XXXXXXX XXXXX SUN ULTRA M140
Server Jun-97 SUNSPARC WORKS PROF C4.0 SLIM KIT
Server Oct-95 DEC SERVER 700
Server Jun-97 DSRVW - HC
Server NOV-96 TRF FROM SNC
Server Feb-96 DEC SERVER 700.16 PORT RJ45 x 4
Server JAN-97 SERVER FOR SYSTEMS
Server Jan-98 VIDEO SPLITTER AND CABLE
Server May-96 DATA BROADCAST UNIT x 6
Server Jan-96 DECSERVER 700 x 4
Server Oct-95 COMPAQ DAT DRIVE/SERVERS
Server May-97 VAX/VMS CONSOLE
Server Sep-95 DEC SERVER 700 DELIVERY
Server Jan-98 CONNECTIVITY TO REUTERS SESSION SERVER
Server Jan-96 ALPHASTATION 200 32MB & DEC SERVER
Server AUG-96 SERVER PACK x4
Server JUL-96 REMOTE STATUS PANELS x 3
Server DEC-96 ISDN DUAL SERVER
Server Mar-98 SOLARIS 2.6 SYSTEMS ADMIN COUNTER LEVEL 2
Server SEP-96 SUN INTERNAL DISK x2 / SUN SUNSWIFT SBUS ADAPTER
Server JAN-97 KUM SERVESWITCH 16 TO 1/10" MOUSE CABLE X16
Server Feb-96 DEC SERVER 700.16 PORT RJ45 x 2
Server Apr-95 DEC SERVER / DNAS LICENCE
Server Feb-96 DEC SERVER 700.16
Server JUN-96 DEC SERVER 700
Server JUL-96 DEC SERVER 700
Server APR-96 DEC SERVER
Server JUN-96 WORK STATION & SERVER
Server AUG-96 MS W3 NT SERVER
Server JUL-96 MS W3 SERVER 3.51
Server AUG-96 SUPPORTING WINDOWS NT SERVER
Server JAN-97 KUM SWITCH PLUS 4P
Server Oct-95 DEC SERVER 700
Server AUG-96 SUPPORTING WINDOWS NT SERVER
Server SEP-96 SUPPORTING WINDOWS NT SERVER
Server APR-96 VGA VIDEO EXT CABLE
Server Jun-95 DEC SERVER 700
Server Feb-96 DEC SERVER 700.16 PORT RJ45
Server Jan-96 DEC SERVER
Server JAN-97 KUM SERVESWITCH 4 TO 1
Server Aug-95 DEC SERVER
Server Dec-96 DIGITAL EQUIP
Server Sep-95 COMPAQ 2.1GB PLUG FAST-WIDE H/D
Server JAN-97 COMPAQ WINDOWS NT SERVER
Server Mar-95 VAX SERVER AND UPGRADE
Server Mar-95 MICROVAX 3100 MODEL/DEC SERVER
Server Jan-95 BASE SYSTEMS AND DEC SERVERS
Server Jan-95 BASE SYSTEM AND DEC SERVER
Server Jan-95 BASE SYSTEM AND DEC SERVER
Server Jan-95 BASE SYSTEM AND DEC SERVER
Server Jan-95 BASE SYSTEM AND DEC SERVER
Server Oct-94 DESCERVER AND MICRO BASE SYSTEM
Server Dec-94 DEC SERVER 700/16 PORT RJ45
Server Oct-94 DESCERVER FLASH READY & DNAS LICENCE
Server Mar-95 DECSERVER AND ADP RACK
Server Xxx-00 XXX XXXXXX 000,00 XXXX XX00
Server Sep-94 DESCERVER 700
Server May-94 DESERVER 700,FLASH READY 16 LINE RJ45
Server Jul-94 DECSERVER 700, FLASH READY 16 LINE
Server Apr-94 DECSERVER 700
Server Dec-94 IBM LAN SERVER
Server Jul-94 DEC AUI X BNC THINWIRE MAU
Server Apr-94 DEC AUI X BNC
Server Apr-94 DEC AUI X BNC
Server Apr-94 20 MONITER EVM 942
Server Mar-95 MULTINET FOR VAX/SUPPORT FOR SERVER
Server May-94 5 DEC VAX CLUSTER CONSOLES
Server Nov-94 MICRO VAX / DEC SERVER

Server Total 101 items

Systems Dept Jun-98 DEALER SYSTEM
Systems Dept Jun-98 INSTALLATION OF NEW SYSTEMS
Systems Dept APR-96 SYSTEM CONFIGURATION
Systems Dept Oct-97 DEP 50% RE TEL SYSTEM
Systems Dept Feb-96 TELEPHONE SYSTEM
Systems Dept Feb-98 COMPUTER SYSTEM - EQUITIES
Systems Dept Dec-97 DATA CARTRIDGES
Systems Dept Jul-97 SONY DATA TAPES
Systems Dept Feb-96 MX14 CABINATE STATION
Systems Dept Apr-94 SB 504 SYSTEM

Systems Dept Total 10 items

Grand Total

US FIXED ASSET CAT SUPPLIER USD USD

Customer Equipment ALTSTADTBAU 84,257 24,154
Customer Equipment KME 34,949 10,019
Customer Equipment KME 31,330 8,981
Customer Equipment KME 26,145 7,495
Customer Equipment KME 21,832 6,259
Customer Equipment ONLINE 19,536 5,600
Customer Equipment KENT MODULAR ELECT 43,387 3,326
Customer Equipment KME 17,646 5,058
Customer Equipment KME 17,646 5,058
Customer Equipment KME 17,601 5,046
Customer Equipment ON-LINE COMM 35,709 2,738
Customer Equipment KENT MODULAR ELEC 34,656 2,657
Customer Equipment KME 14,117 4,047
Customer Equipment ALPHAN 12,804 3,671
Customer Equipment KENT MODULAR SERV 26,032 1,996
Customer Equipment KME 10,844 3,109
Customer Equipment ONLINE 3,717 3,221
Customer Equipment KME 21,985 1,686
Customer Equipment KME 9,156 2,625
Customer Equipment KME 9,130 2,617
Customer Equipment KME 8,779 2,517
Customer Equipment KME 19,079 1,463
Customer Equipment KME 4,420 1,267
Customer Equipment CITYNE 2,732 1,357
Customer Equipment KME 8,677 665
Customer Equipment SPEAKEASY 3,479 997
Customer Equipment KENT MODULAR ELEC 6,970 534
Customer Equipment CHERNI 6,811 522
Customer Equipment TRONIX 2,809 805
Customer Equipment DATAGUARDIAN 2,581 740
Customer Equipment KME 4,953 380
Customer Equipment CHERNI 4,733 363
Customer Equipment CHERNI 4,733 363
Customer Equipment DATAGUARDIAN 3,867 297
Customer Equipment CHERNI 3,839 294
Customer Equipment CITYNE 2,709 208
Customer Equipment GADC 14,580 -
Customer Equipment KEY COMMS 3,748 -
Customer Equipment KME -
-----------------------
Customer Equipment Total 601,981 122,134
-----------------------
-----------------------
Cabling DATACABLING 24,872 17,825
Cabling ETRALI 31,907 15,847
Cabling DATACABLING 17,588 12,604
Cabling ETRALI 13,674 6,792
Cabling DATA CABLING 16,402 4,702
Cabling SIEMANS 6,968 4,994
Cabling NETRIX CORP 8,026 3,986
Cabling DCS 7,307 3,629
Cabling DATA CABLING 23,588 1,808
Cabling CERTACOM 4,162 2,983
Cabling DCS 5,272 2,618
Cabling DATACABLING 4,690 2,329
Cabling DATA CABLING SERVS 16,734 1,283
Cabling DATACABLING 4,385 2,178
Cabling DCS 3,205 1,592
Cabling DATA CABLING 4,399 1,261
Cabling DCS 2,728 1,355
Cabling DCS 2,578 1,280
Cabling DCS 2,060 1,023
Cabling DATA CAB 5,973 458
Cabling DATA CAB 5,440 417
Cabling DATACA 5,121 393
Cabling ECOM 5,000 383
Cabling XXXXXX 1,313 652
Cabling XXXXXXX XX 2,004 574
Cabling DATACABLING 1,875 537
Cabling XXXXXX 1,715 492
Cabling ECOM 3,876 297
Cabling DATA CABLING SERVICES 3,742 287
Cabling DATA CABLING SERVICES 997 495
Cabling DCS 952 473
Cabling DATACABLING 1,297 372
Cabling DATAFO 581 401
Cabling DATA CABLING SERVICES 726 360
Cabling ECOM 1,133 323
Cabling ECOM 2,270 174
Cabling MKI 539 268
Cabling SIEMENS 473 235
Cabling DATACA 471 234
Cabling DATACABLING 710 204
Cabling DATA CABLING SERVICES 1,608 123
Cabling DATACABLING 691 198
Cabling DATACABLING 668 191
Cabling DATACAB 1,474 113
Cabling DATACA 618 177
Cabling BTPRESS 1,399 107
Cabling SIEMENS 355 176
Cabling DCS 341 169
Cabling SIEMENS 336 167
Cabling DATACA 1,156 89
Cabling CARRINGTONS 481 138
Cabling DATACABLING 471 135
Cabling ECOM 457 131
Cabling DATAFORM INSTALL 282 140
Cabling DATACABLING 435 125
Cabling DATACABLING 408 117
Cabling SIEMENS 338 97
Cabling ECOM 736 56
Cabling DACOM 701 54
Cabling DATA CABLING 689 53
Cabling GERTRONICS 167 83
Cabling BLACKBOX 545 42
Cabling DATA CABLING 541 42
Cabling BLACKB 443 34
Cabling PRECIS 413 32
Cabling DACOM 373 29
Cabling DATA CABLING 351 27
Cabling DATA CABLING 348 27
Cabling 1STCONN 343 26
Cabling SIEMENS 72 36
Cabling BME 2,326
Cabling ECOM 444
Cabling BME 386
Cabling BME 2,525
Cabling INCOMM 533 - 27
-----------------------
Cabling Total 270,206 101,025
-----------------------
-----------------------
Network Equipment SIEMANS 180,024 129,017
Network Equipment XXXXXX 191,388 95,056
Network Equipment SIEMENS 234,767 67,300
Network Equipment XXXXXX 54,457 27,047
Network Equipment SIEMENS 182,094 13,961
Network Equipment XXXXXX 49,125 24,399
Network Equipment COMPU 161,281 12,365
Network Equipment XXXXX 26,773 19,188
Network Equipment ECOM 37,092 10,633
Network Equipment INFO PRODUCTS 14,476 10,375
Network Equipment XXXXXX 29,485 8,452
Network Equipment DATA GUARDIAN 17,144 8,515
Network Equipment COMPU4 60,028 4,602
Network Equipment ACL 24,726 7,088
Network Equipment SIEMENS 24,623 7,059
Network Equipment XXXXX 9,236 8,282
Network Equipment KELTEC 23,618 6,771
Network Equipment SIEMENS NETWORK 21,142 6,061
Network Equipment CERTACOM 9,566 6,856
Network Equipment COMPU 45,821 3,513
Network Equipment XXXXXX 19,662 5,637
Network Equipment XXXXXX 8,485 6,081
Network Equipment XXXXXX 8,485 6,081
Network Equipment XXXXXX 11,689 5,805
Network Equipment SIEMENS 18,052 5,175
Network Equipment SIEMANS 11,482 5,703
Network Equipment XXXXXX 9,972 4,953
Network Equipment AVT 9,477 4,707
Network Equipment SIEMENS 14,341 4,111
Network Equipment XXXXXX 5,719 4,098
Network Equipment XXXXXX 12,326 3,534
Network Equipment SIEMENS 12,281 3,521
Network Equipment CASTLE 4,610 3,995
Network Equipment DCS 7,521 3,735
Network Equipment XXXXXX 8,427 3,615
Network Equipment XXXXXX 10,804 3,097
Network Equipment CASTLE 20,750 1,591
Network Equipment SIEMENS NETWORK SYSTEMS LTD 3,438 2,979
Network Equipment NET GEN 20,282 1,555
Network Equipment NC INC 8,379 2,402
Network Equipment XXXXXX 3,846 2,756
Network Equipment XXXXXX 3,188 2,763
Network Equipment XXXXXX 5,110 2,538
Network Equipment XXXXXX 3,047 2,641
Network Equipment BLACKB 5,232 2,244
Network Equipment DATACA 4,593 2,281
Network Equipment SMC 4,427 2,199
Network Equipment INTERNET 6,690 1,918
Network Equipment SIEMENS 6,506 1,865
Network Equipment XXXXXX 6,458 1,851
Network Equipment BLACKBOX 6,314 1,810
Network Equipment INFO 4,002 1,987
Network Equipment XXXXXX 3,784 1,879
Network Equipment INFO PRODUCTS 2,701 1,936
Network Equipment INFO PRODUCTS 2,701 1,936
Network Equipment XXXXXX 3,401 1,689
Network Equipment COMPU 12,187 934
Network Equipment XXXXXX 3,244 1,611
Network Equipment XXXXXX 3,223 1,601
Network Equipment XXXXXX 3,210 1,594
Network Equipment ECOM TECHNICAL LTD 5,031 1,442
Network Equipment XXXXXX 3,180 1,580
Network Equipment SIEMENS 4,901 1,405
Network Equipment XXXXXX 4,040 1,158
Network Equipment ECOM 4,024 1,154
Network Equipment XXXXXX 2,523 1,253
Network Equipment INFO PRODUCTS 1,801 1,291
Network Equipment INFO PRODUCTS 1,801 1,291
Network Equipment CASTLETON 3,858 1,106
Network Equipment ECOM 8,311 637
Network Equipment RESOLV 8,215 630
Network Equipment SIEMENS 3,290 943
Network Equipment XXXXXX 3,229 926
Network Equipment BLACKB 1,985 986
Network Equipment NETWOR 7,034 539
Network Equipment XXXXXXXXX 6,861 526
Network Equipment CASTLE 6,559 503
Network Equipment AVT 1,763 876
Network Equipment RESOLV 6,236 478
Network Equipment RESOLVE 2,442 700
Network Equipment XXXXXX 1,528 759
Network Equipment ECOM TECH SERVICES LTD 2,356 676
Network Equipment CASTLETON 5,431 416
Network Equipment ECOM TECHNICAL LTD 2,181 625
Network Equipment ECOM TECH SERVICES LTD 1,999 573
Network Equipment ECOM 4,537 348
Network Equipment SIEMENS 1,799 516
Network Equipment CASTLE 3,812 292
Network Equipment DATAGU 3,386 260
Network Equipment NETSOF 3,122 239
Network Equipment UUNET 794 394
Network Equipment CASTLE 2,507 192
Network Equipment SMC 508 252
Network Equipment RESOLV 67,508 -
Network Equipment CASTLETON 25,069 -
Network Equipment IPC 8,148 -
Network Equipment IPC 8,120 -
Network Equipment IPC 5,441 -
Network Equipment CASTLETON 5,326 -
Network Equipment IPC 4,814 -
Network Equipment MTI 4,120 -
Network Equipment CASTLE 3,559 -
Network Equipment COMSOL 2,006 -
Network Equipment CI NETWORKS 3,776 -
Network Equipment ECOM 2,387 -
Network Equipment CASTLE 10,652 - 533
-----------------------
Network Equipment Total 1,988,885 623,379
-----------------------
-----------------------
General Software Wilco International Ltd 55,598 39,845
General Software NEWBRI 71,666 35,594
General Software REALTIME SYSTEMS AG 49,210 24,441
General Software STERLI 47,245 20,265
General Software Wilco International Ltd 24,463 21,201
General Software COMPUTACENTER 51,411 14,738
General Software DIGIFEED CONSULTANTS LTD CFI/XETRA- 19,062 16,521
General Software INTERCOM DATA SYSTEMS PLC 44,627 12,793
General Software Wilco International Ltd 19,062 13,661
General Software XXXXXXXX XXXXXXX & ASSOCIATES 15,885 13,767
General Software DOW XXXXX 36,532 10,472
General Software HEROIX 15,409 11,043
General Software CITMAX 22,566 9,679
General Software CITIMAX 71,126 5,453
General Software CITMAX 14,117 10,117
General Software HEROIX 10,802 9,362
General Software DIGIFEED CONSULTANTS LTD CFI/XETRA- 9,531 8,260
General Software DIGIFEED CONSULTANTS LTD CFI/XETRA- 9,531 8,260
General Software 21,489 6,160
General Software SIEMENS NETWORK SYSTEMS LTD 7,486 6,488
General Software PROMOTIO 7,128 6,275
General Software HEROIX 11,825 5,873
General Software INFO PRODUCT UK 18,292 5,244
General Software SCHMIHO 6,989 6,058
General Software SCHMIHO 6,989 6,058
General Software ROYBLU 11,003 5,465
General Software HEROIX 6,672 5,782
General Software INFO PRODUCT UK 16,289 4,669
General Software XXXXXX SOFTWARE 6,989 5,009
General Software COMPUTCENTER 6,831 4,895
General Software PETERBOROUGH 33,400 2,561
General Software TELERA 8,958 4,449
General Software COMPU 13,610 3,902
General Software 3V FINANCE 7,974 3,921
General Software HEROIX 3,812 3,304
General Software MOOSMULLER 5,844 2,902
General Software CSF SYSTEMS 20,502 1,572
General Software XXXXXX 5,592 2,777
General Software HEROIX 17,381 1,333
General Software XXXXXXX XXXXXXX 4,665 2,317
General Software RESOLVE 16,848 1,292
General Software ESSENT 4,103 2,038
General Software VAT POSTED IN ERROR 2,237 2,050
General Software MUREZ 3,847 1,911
General Software INFO SYSTEMS 5,078 1,456
General Software COMPUTACENTER 5,027 1,441
General Software COMPUTACENTER 4,733 1,357
General Software COMPUTER CENTRE 2,691 1,337
General Software COMPUCENTRE 3,690 1,058
General Software COMPUTERCENTRE 1,685 1,208
General Software COMPUTERCENTRE 3,486 999
General Software COMPUTACENTER 3,239 928
General Software PROMOTIO 1,490 1,068
General Software PROMOTIO SOFTWARE 2,038 1,012
General Software COMPUCENTRE 3,160 906
General Software COMPUCENTRE 2,909 834
General Software COMPUCENTRE 2,905 833
General Software XXXXXXXX DATA 1,671 830
General Software INFO PRODUCTS LTD 5,534 424
General Software COMPU 1,816 521
General Software COMPUCENTRE 1,804 517
General Software SOP HOS 1,612 462
General Software UNKNOWN 595 515
General Software UNKNOWN 595 515
General Software COMPUSERVE 3,516 270
General Software COMPU 3,327 255
General Software RESOLVE 3,112 239
General Software RESOLV 3,016 231
General Software RESOLVE 3,005 230
General Software COMPUTACENTRE 2,917 224
General Software FINSYS 2,101 161
General Software COMPU 1,812 139
General Software COMPUTACENTER 103 51
General Software CORPOR 20,120 -
General Software RESOLV 14,389 -
General Software COMPUTA 1,799 -
General Software CORPOR 1,745 -
General Software CORCOM 3,105 - 155
General Software CONCISE SOFTWARE LIMITED 10,834 - 1,083
-----------------------
General Software Total 995,252 408,556
-----------------------
-----------------------
Server KELTEC 212,705 60,975
Server CSF SYSTEMS 171,321 49,112
Server INFO 73,008 52,322
Server SYBASE 60,630 30,113
Server CSF SYSTEMS 88,229 25,292
Server INFO 39,511 28,316
Server DATACOM CABLING 32,024 22,951
Server AVT 12,010 10,408
Server RESOLVE 30,554 8,759
Server RESOLV 69,127 5,300
Server XXXXX 28,671 8,219
Server RESOLVE 51,675 3,962
Server RESOLVE 21,539 6,174
Server RESOLVE 21,455 6,150
Server MTI 20,449 5,862
Server RESOLVE 20,199 5,790
Server KELTEC 20,001 5,734
Server INFO PRODUCT UK 18,396 5,273
Server SIMMAG 17,669 5,065
Server COMPU 17,093 4,900
Server RESOLV COMPUTERS 10,478 5,204
Server IIS 9,001 4,471
Server AVT 12,172 3,489
Server RESOLV 27,898 2,139
Server IIS 7,201 3,577
Server RESOLV COMPUTERS 7,165 3,559
Server RTS 6,766 3,361
Server XXXXX 4,676 3,351
Server SB SEVICES 22,484 1,724
Server RESOLVE 9,598 2,751
Server RESOLV 21,729 1,666
Server AVT SYSTEMS LIMITED 7,936 2,275
Server AVT 18,201 1,395
Server SIMMAG 6,022 1,726
Server XXXXXXX XXXXX PLC 3,720 1,848
Server RESOLV 12,925 991
Server RESOLV COMPUTERS 3,493 1,735
Server KELTEC 5,430 1,557
Server RESOLVE 12,417 952
Server COMPU 5,174 1,483
Server BLACKB 2,314 1,659
Server BLACKBOX 4,700 1,347
Server AVT SYSTEMS 9,629 738
Server CORPOR 9,572 734
Server CSF SYSTEM 2,623 1,303
Server AVT 9,493 728
Server SIEMANS 2,588 1,286
Server RESOLVE 9,330 715
Server XXXXX 3,630 1,041
Server CPS 3,472 995
Server XXXXXX 3,472 995
Server RESOLV 2,144 1,065
Server XXXXX 3,067 879
Server BLACK BOX 2,993 858
Server RESOLVE 6,222 477
Server RESOLV 6,024 462
Server RESOLVE 5,983 459
Server AVT 2,494 715
Server AVT 2,460 705
Server AVT 2,431 697
Server COMPUTERCENTRE 2,368 679
Server COMPUCENTRE 2,361 677
Server COMPUCENTRE 2,361 677
Server ERROR 2,240 642
Server BLACK BOX 2,115 606
Server AVT 4,815 369
Server COMPUCENTRE 2,007 575
Server COMPUTACENTER 2,007 575
Server BLACKBOX 1,981 568
Server RESOLV 3,013 231
Server RESOLVE 3,005 230
Server RESOLVE 2,996 230
Server BLACK BOX 1,251 359
Server RESOLVE 2,756 211
Server 996 285
Server COMPU 1,851 142
Server COMPU 266 76
Server MTI 83,750 -
Server RESOLV 22,505 -
Server RESOLV 22,501 -
Server RESOLV 11,253 -
Server RESOLV 11,253 -
Server RESOLV 11,253 -
Server RESOLV 11,250 -
Server RESOLVE 11,245 -
Server RESOLV 9,080 -
Server RESOLVE 6,036 -
Server ONLINE 4,881 -
Server RESOLV 3,136 -
Server RESOLVE 3,130 -
Server RESOLVE 2,906 -
Server RESOLVE 2,804 -
Server RESOLVE 2,794 -
Server CORCOM 2,405 -
Server RESOLVE 11,269 -
Server RESOLVE 11,231 -
Server RESOLVE 11,231 -
Server COSGEM 11,142 -
Server HARRIER 4,758 -
Server RESOLV 9,183 -
Server RESOLVE 11,245 - 562
-----------------------
Server Total 1,666,019 424,359
-----------------------
-----------------------

Systems Dept ALBACOM 211,060 151,260
Systems Dept DOW 51,627 44,743
Systems Dept INFO 13,866 3,975
Systems Dept BEPS 3,962 1,968
Systems Dept SYNTEGRA 9,780 000
Xxxxxxx Xxxx XXX 2,460 1,222
Systems Dept AKMARK 2,545 1,092
Systems Dept AKMARK 1,881 934
Systems Dept AIR TUBE 4,867 373
Systems Dept SPEKABUS 10,289 -
-----------------------
Systems Dept Total 312,337 206,317
-----------------------
-----------------------

------------------------ -----------------------
Grand Total 5,834,681 1,885,770
------------------------ -----------------------
------------------------ -----------------------

Prepaid Rent & Rates $321,439

SCHEDULE 1.1 Part B

TRANSFERRED ASSETS

DESCRIPTION OF ASSETS

TRADEMARKS

None

INTERNET DOMAIN NAMES

Domain names currently registered in the name of Cantor Xxxxxxxxxx
International.

France
xxxxxx.xxx.xx

Germany
xxxxxx.xx

Japan
xxxxxx.xx.xx

South Africa
xxxxxx.xx.xx

United Kingdom
x-xxxxx.xx.xx
xxxxxx.xx.xx
xxxxxxxxxxx.xx.xx
xxxxxxxxxxx.xx.xx

COMPUTER SOFTWARE, FILES AND INTELLECTUAL PROPERTY

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

SCHEDULE 1.1 Part C

SCHEDULE 1.1 Part C
CANTOR XXXXXXXXXX INTERNATIONAL
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. Xxxxxx Software PLC - Site Licence and Agreement and Software Maintenance
Agreement undated.

15. Xxxxx Group Limited - 1 October 1999 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 and all other licenses with Sophos.

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. Xxxxx Xxxxx of 4 August 1999.

2. Xxxx Hills of 26 July 1999.

3. Xxxxxxxx Xxxxxxx and Associates of 22 October 1999.

4. Xxxxxxx Xxxxxxx of 29 November 1999.

5. Xxxxxxx Xxxxxxxx of 30 October 1999.

6. Xxx Xxxxx of 31 July 1999.

7. Xxxx Xxxxxxx of 13 September 1999.

8. Xxxxx Xxxxx of 8 November 1999.

9. Xxx Xxxxxxxxx of 25 November 1999.

10. Xxxxxx Xxxx of 14 October 1999.

11. Xxx Xxxxx 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) - Agreements Among Cantor Xxxxxxxxxx, X.X.,
Market Data Corporation and Reuters Limited

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 Xxxxxxxxxx X.X. and Market Data
Corporation, from Reuters Limited.

4. Letter Agreement, dated August 25, 1994, among Reuters Limited, Cantor
Xxxxxxxxxx, X.X. and Market Data Corporation.

5. Data Purchase, Data Product Agency and Electronic Trading System
Agreement, dated January 22, 1993, among Reuters Limited, Cantor
Xxxxxxxxxx, X.X. and Market Data Corporation.

6. License Agreement, dated January 22, 1993, between Cantor Xxxxxxxxxx,
X.X. and Market Data Corporation.

7. Electronic Trading of Municipal Fixed Income Securities/ "Bid Wanted"
Letter Agreement, dated January 22, 1993, between Cantor Xxxxxxxxxx,
X.X. and Reuters Limited.

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

9. Canadian Data Letter Agreement, dated September 15, 1993, among Cantor
Xxxxxxxxxx, X.X., Market Data Corporation and Reuters Limited.

10. ETS-I Intellectual Property Agreement, dated September 21, 1993, among
Cantor Xxxxxxxxxx, X.X., Market Data Corporation and Reuters Limited.

11. Letter Agreement, dated November 24, 1993, among Cantor Xxxxxxxxxx,
X.X., Market Data Corporation and Reuters Limited.

12. All agreements relating to "Information" as that term is defined in the
Joint Services Agreement and not listed in Schedule 1.02(f).

Schedule 1.2(g) - Agreements
Among Telerate, Cantor Xxxxxxxxxx Securities
and Market Data Corporation

1. Letter Agreement, dated December 15, 1989, between Telerate Systems
Incorporated and Market Data Corporation.

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

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

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

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

6. Agreement, dated February 23, 1990, between Telerate, Inc. and Cantor
Fitzgerald Securities Corp.

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

8. Letter Agreement, dated May 16, 1991, among Telerate Inc., Cantor
Fitzgerald Securities Corp. and Market Data Corporation modifying the
Agreement, dated February 23, 1990, between Telerate, Inc. and Cantor
Fitzgerald Securities Corp. and the Master Optional Service Agreement,
dated February 23, 1990, between Telerate, Inc. and Market Data
Corporation.

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

10. Letter Agreement, dated December 22, 1994, between J.J. Kenny Co.,
Inc. and Dow Jones Telerate.

11. Letter Agreement, dated February 6, 1995, between Market Data
Corporation and Dow Jones Telerate Holdings, Inc.

12. Letter Agreement, dated February 27, 1995, between Dow Jones & Company,
Inc., Cantor Fitzgerald Securities and Market Data Corporation.

13. 1995 Amendment of the Agreement, dated February 23, 1990, between
Telerate, Inc. and Cantor Fitzgerald Securities Corp., as previously
amended.

14. 1995 Amendment of the Master Optional Services Agreement, dated
February 23, 1990, between Telerate, Inc. and Market Data Corporation,
as previously amended.

15. Settlement Agreement, dated February 27, 1995, among Dow Jones Telerate
Holdings, Inc., Dow Jones Telerate, Inc., Cantor Fitzgerald Securities
and Market Data Corporation.

16. All agreements relating to "Information" as that term is defined in the
Joint Services Agreement and not listed in Schedule 1.02(g).

SCHEDULE 1.3 - Assumed Liabilities

Accrued Bonus $1,257,377

Accrued Temporary Staff and Contractors $ 561,149

Accrued Overhead Expenditure $ 212,675

SCHEDULE 2.1 SYSTEMS DEVELOPMENT

Employee Employee Name Date of Start
Number

7909 Mr Eugene Alexander 3/29/1999
8093 Mr David S Allewell 9/13/1999
7733 Mr Tobias J Anscombe 7/6/1998
4220 Mr Alastair J D Beadle 1/23/1995
3570 Mr Simon G Bisson 4/5/1994
8005 Mr Nicholas Buller 6/28/1999
7994 Mr Michael Cassin 5/4/1999
7567 Miss Alexia Constantine 11/17/1997
7305 Mr Neil Cunningham 6/30/1997
7779 Mr Duncan Dacombe 9/21/1998
7521 Mr Nicholas Dacres 11/24/1997
7085 Dr David A Garbutt 1/1/1997
7557 Mr Paul G Glynn 11/24/1997
5215 Mr Richard P Goodman 9/25/1995
2310 Mr Timothy P Harris 1/4/1993
8082 Mr Michael P Hermiston 9/13/1999
8001 Mr George Howard 7/5/1999
7252 Mr Ajaz Khan 5/19/1997
8100 Mr Neil Mitchell 9/20/1999
7720 Mrs Jane Partridge 7/29/1998
8112 Mr Maurizio Pietrini 10/18/1999
380 Mr Martin Powell 6/12/1991
395 Mr Matthew J Smith 1/29/1990
7858 Mr Aaron W Smith 12/7/1998
7830 Mr Alan Stepnell 11/9/1998
4015 Mr Martin J Threadgold 11/21/1994
7867 Mr Ian Tinsdale 12/21/1998
7690 Mr Neil S Warden 11/27/1997
7987 Mr Michael J J Westlake 6/21/1999
410 Mr Thomas D Whiteside 3/25/1991
8015 Mr Graeme C Williams 6/10/1999
7287 Mr Robert Woodmansey 7/1/1997

SCHEDULE 2.1 SYSTEMS DELIVERY

Employee Employee Name Date of Start
Number

7848 Mr Charles K Ashiagbor 11/25/1998
7732 Mr Wayne Barnard 6/29/1998
7667 Ms Sharon M Bentley 5/11/1998
7438 Mr Sam J Bolden 9/1/1997
7665 Mr Mark Boyall 4/22/1998
7476 Mr Kevin A Brennan 9/8/1997
7756 Miss Deborah Caven 7/29/1998
8121 Mr Christopher J Chapman 11/10/1999
7995 Mr Daniel Chitty 6/7/1999
7962 Mr Simon W Cole 4/19/1999
7694 Miss Leeann Cronin 5/1/1998
7337 Mr Andrew Dalton 9/1/1997
7820 Mr Mark Dianora 10/5/1998
8028 Mr Ian E Dobson 7/19/1999
7770 Miss Melissa C Etherington 8/26/1998
7064 Mr Paul M Farquharson 1/13/1997
7754 Mr Alan F Farrell 9/1/1998
7960 Mr Kevin Fenn 3/22/1999
7000 Mr Andrew Forder 12/9/1996
7691 Mr Giles French 6/17/1998
7648 Mr Steve Fujimura 3/17/1998
7077 Mr Luigi Fumarola 1/7/1997
8069 Mr Ammar N Ghouse 9/6/1999
8055 Mr Ronald L Gilligan 8/2/1999
8120 Mr Luke Goodland 10/28/1999
5850 Mr David P House 3/13/1996
Mr Daryl Houston
7809 Mr Owen K Jackman 9/21/1998
3100 Mr Dinesh Kerai 10/4/1993
7834 Mr Golam F Khan 11/23/1998
8135 Mr Asif Khan 11/1/1999
7628 Mr Francois Kiers 3/2/1998
3690 Mr Andrew Kindell 7/12/1994
7882 Mr Stuart King 1/14/1999
7963 Ms Vicky L Knight 4/19/1999
8017 Mr Bruce A Laverock 7/19/1999
7916 Mr Daniel Lloyd 3/1/1999
7752 Mr Alexander J Logan 8/24/1998
7785 Miss Olive Marry 10/26/1998
7923 Mr Sarju Mashru 2/25/1999
7352 Mr Barry J McMullan 8/18/1997
3705 Mr Robert Meredith 7/11/1994
8128 Mr Sean Milligan 11/1/1999
7511 Mr Darren Monksfield 11/10/1997
7989 Mr Dean R Monksfield 5/4/1999
7673 Mrs Carolyne A Moss 6/1/1998
3115 Mr Dean Mott 10/1/1993

Mr Vincent Norris
7435 Mr Andrew G Overbeck 9/1/1997
8047 Miss Rakhi Patel 7/21/1999
7659 Mr Andrew Pears 5/11/1998
7961 Ms Patricia Peterson 3/22/1999
7753 Mr Darren Regan 7/22/1998
7746 Mr Christian D Richards 7/20/1998
7098 Mr David Rix 3/3/1997
7970 Ms Natalie Rook 3/29/1999
8143 Mr Olubowale O A Sangosanya 11/29/1999
5580 Mr Chris Saunders 1/15/1996
7833 Mr Stephen Smart 10/26/1998
7946 Mr Delroy Smith 3/29/1999
8016 Mr Lyndon S Smith 6/14/1999
4500 Miss Samantha L Steven 5/30/1995
4645 Ms Meletha Thompson 7/17/1995
7896 Mr David G Thomson 1/25/1999
4690 Mr Shaukatali H Visram 8/1/1995
7509 Mr Michael J Webb 10/6/1997
7166 Mr David Wells 3/3/1997
7548 Mr Michael White 1/5/1998
7919 Ms Sue Whittaker 2/15/1999

SCHEDULE 3

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. Marvin Software PLC - Site Licence and Agreement and Software Maintenance
Agreement undated.

12. Morse 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 and all other licenses with Sophos.

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. Grant Abbot of 4 August 1999.

2. Jane Hills of 26 July 1999.

3. Jonathon Pinnock and Associates of 22 October 1999.

4. Richard Mangles of 29 November 1999.

5. Richard Pickston of 30 October 1999.

6. Ian Rosen of 31 July 1999.

7. Surj Sandher of 13 September 1999.

8. David Smith of 8 November 1999.

9. Kim Whitworth of 25 November 1999.

10. Rajesh Vaja of 14 October 1999.

11. Ian Young 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 Fitzgerald Leasing and all subsequent agreements and schedules
in relation thereto.

2. Undated sublease agreement between Cantor Fitzgerald Leasing and Cantor
Fitzgerald 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 Fitzgerald
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 Fitzgerald L.P. and
Cantor Fitzgerald International.

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

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

5. Operating Sublease of 20 January 1999 between Cantor Fitzgerald L.P. and
Cantor Fitzgerald International

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

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

8. Operating Sublease of 23 August 1999 between Cantor Fitzgerald L.P. and
Cantor Fitzgerald 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
Fitzgerald Leasing and all subsequent agreements and schedules in relation
thereto.

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

Pallas Group Limited

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

SCHEDULE 3.6 - Litigation

None.

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

INTERNET DOMAIN NAMES -

Domain names currently registered in the name of Cantor Fitzgerald
International.

France
------
xxxxxx.xxx.xx

Germany
-------
xxxxxx.xx

Japan
-----
xxxxxx.xx.xx

South Africa
------------
xxxxxx.xx.xx

United Kingdom
--------------
x-xxxxx.xx.xx
xxxxxx.xx.xx
xxxxxxxxxxx.xx.xx
xxxxxxxxxxx.xx.xx

SCHEDULE 3.9 - Undisclosed liabilities
None.

SCHEDULE 5.11
REQUIRED CONSENTS

Third party consents are required in connection with the Transactions
contemplated by this Agreement under the following 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. Marvin Software PLC - Site Licence and Agreement and Software Maintenance
Agreement undated.

15. Morse Group Limited - 1 October 1999 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 and all other licenses with Sophos.

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. Grant Abbot of 4 August 1999.

2. Jane Hills of 26 July 1999.

3. Jonathon Pinnock and Associates of 22 October 1999.

4. Richard Mangles of 29 November 1999.

5. Richard Pickston of 30 October 1999.

6. Ian Rosen of 31 July 1999.

7. Surj Sandher of 13 September 1999.

8. David Smith of 8 November 1999.

9. Rajesh Vaja of 14 October 1999.

10. Kim Whitworth of 25 November 1999.

11. Ian Young of 26 October 1999.

Leases

Lombard

1. Master Hiring Agreement of 9 December 1996 between Cantor Fitzgerald
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 Fitzgerald L.P. and
Cantor Fitzgerald International.

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

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

5. Operating Sublease of 20 January 1999 between Cantor Fitzgerald L.P. and
Cantor Fitzgerald International

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

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

8. Operating Sublease of 23 August 1999 between Cantor Fitzgerald L.P. and
Cantor Fitzgerald 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
Fitzgerald Leasing and all subsequent agreements and schedules in
relation thereto.

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

Pallas Group Limited

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

Mutual Non-Disclosure or Confidentiality Agreement

Alydaar Software Corporation - undated.

ECCO Consulting Ltd. - 7 October 1999.

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

SCS Systems (UK) Ltd - 16 November 1999

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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...

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