REMOTE PROCESSING AGREEMENT

Software Maintenance and Support Agreement

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PENSON WORLDWIDE INC | SUNGARD FINANCIAL SYSTEMS, INC. | PENSON FINANCIAL SERVICES, INC.

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Title: REMOTE PROCESSING AGREEMENT
Governing Law: Pennsylvania Date: 8/10/2005

REMOTE PROCESSING AGREEMENT, Parties: penson worldwide inc , sungard financial systems inc. , penson financial services inc.

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EXHIBIT 10.12

NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT

REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH

PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A "[*]" IN PLACE OF THE REDACTED

LANGUAGE.

REMOTE PROCESSING AGREEMENT

BETWEEN

SUNGARD FINANCIAL SYSTEMS, INC.

A DELAWARE CORPORATION

("SUNGARD")

AND

PENSON FINANCIAL SERVICES, INC.

A NORTH CAROLINA CORPORATION

("CUSTOMER")

DATED

7-10-1995

("EFFECTIVE DATE")

By the signatures of their duly authorized representatives below, SunGard and

Customer, intending to be legally bound, agree to all of the provisions of this

Agreement and all Schedules and Addenda to this Agreement.

SUNGARD FINANCIAL SYSTEMS, INC. PENSON FINANCIAL SERVICES, INC.

By: /s/ David H. Taylor By: /s/ Daniel P. Son

------------------------------- ----------------------------------

Print Name: DAVID H. TAYLOR Print Name: Daniel P. Son

----------------------- ---------------------------

Print Title: PRESIDENT Print Title: President

-------------------- -------------------------

Dated Signed: 7-13-95 Dated Signed: 7-10-95

-------------------- ------------------------

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1. SERVICES

1.1 PROVISION OF SERVICES. SunGard shall provide to Customer, and Customer

shall accept, the on-line processing, report services and related

services described on Schedule A to this Agreement ("System Services")

available through use of SunGard's proprietary applications software

system identified on Schedule A to this Agreement ("System") and the

related documentation listed on Schedule A ("Documentation"), as the

System Services, System and Documentation may be modified, revised and

updated in accordance with this Agreement.

1.2 ON-LINE PROCESSING SERVICES. SunGard shall provide to Customer the

on-line processing services described on Schedule A. The System will be

available to Customer twenty-four hours a day except during System

maintenance. Customer will have on-line access to the System during

every day that any of the United States securities markets are open

("Business Day"). On each Business Day, SunGard will perform a daily

batch cycle which will begin at 8:00 p.m. Eastern Time and takes

approximately twelve (12) hours for normal data processing, unless

additional processing is required by Customer ("Batch Cycle"). During

the Batch Cycle access by Customer to the System is limited to the

inquiry functions and order entry of trades for next Business Day

processing. If Customer requests a delay in the commencement of the

Batch Cycle or if any clearing entities are not available to be

accessed by the System, Batch Processing may be delayed and the System

may not be available for next Business Day processing for approximately

twelve (12) hours after the commencement of the Batch Cycle. The

Designated Location will be staffed at SunGard's usual levels

twenty-four (24) hours a day seven (7) days a week.

1.3 REPORT SERVICES. SunGard shall provide to Customer the report services

described on Schedule A, subject to any advance notification procedures

stated on Schedule A. SunGard shall transmit all reports to Customer in

the manner described in the Documentation.

1.4 CUSTOMER DATA. Customer shall supply to SunGard all of the data to be

processed under this Agreement as described on Schedule A and in the

Documentation. Customer shall transmit the data to SunGard by

communications link or in another manner described on Schedule A.

Customer shall use its best efforts to insure that any information or

data which it introduces into the System is accurate and complete.

Customer shall maintain copies of all source data and current backup

copies of all data supplied to SunGard, and SunGard shall have no

liability for any loss or damage caused by Customer's failure to

maintain copies.

1.5 LIMITED USE. Customer may use the System Services and Documentation

only in the ordinary course of its business operations and for its own

business purposes, including the processing of trades of Customer's

correspondent brokers in its ordinary course of business. Customer

shall use the System Services only in accordance with the

Documentation. Customer may use only the copies of the Documentation

that are provided by SunGard, except that Customer may copy the

SunGard Customer:

<PAGE>

Documentation to the extent reasonably necessary for routine backup and

disaster recovery purposes.

2. INITIAL IMPLEMENTATION SUPPORT AND TRAINING

2.1 INITIAL IMPLEMENTATION. SunGard shall provide and Customer shall accept

the Initial Implementation Support described on Schedule C. This shall

include delivery to Customer of the Initial Copies of the Documentation

stated on Schedule C and assistance with any other implementation or

related activities described on Schedule C. Subject to the availability

of SunGard's personnel, SunGard shall provide to Customer additional

implementation support services reasonably requested by Customer. After

delivery, Customer shall bear all risk of loss or damage to all copies

of the Documentation delivered by SunGard to Customer. SunGard shall

provide to Customer replacement or additional copies of the

Documentation reasonably requested by Customer.

2.2 TRAINING. SunGard shall provide and Customer shall accept the Minimum

Training described on Schedule C. This shall include basic training in

the use of the System Services for a reasonable number of Customer's

employees. Subject to the availability of SunGard's personnel, SunGard

shall provide to Customer additional training services reasonably

requested by Customer. SunGard shall provide training at Customer's

location(s) whenever SunGard and Customer agree on-site training is

appropriate.

3. SUNGARD'S OTHER OBLIGATIONS

3.1 ONGOING SUPPORT SERVICES. SunGard shall provide the following ongoing

support services to Customer:

(a) TELEPHONE SUPPORT. SunGard shall provide to Customer, during

SunGard's normal business hours, Monday through Friday from

7:30 a.m. Eastern Time to 7:30 p.m. Eastern Time (except that

Customer and SunGard may agree in advance to provide support

services on U.S. holidays), telephone consultative support

through SunGard's Customer Support Department regarding

Customer's proper and authorized use of the Software. During

normal business hours, SunGard shall provide access to at

least one of the following people: (i) the primary support

person for customer account, (ii) the project manager for

customer's account or (iii) a senior manager of SunGard. In

addition, telephone consultive support will be provided

through the SunGard hotline twenty-four (24) hours a day seven

(7) days a week.

(b) ERROR CORRECTIONS. SunGard shall use commercially reasonable

efforts to correct failures of the Software to perform in

accordance with the Documentation ("Errors") as follows:

1. CLASSIFICATION OF ERRORS. An Error shall be

classified in accordance with the following terms:

SunGard Customer:

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CLASS 1 ERROR. A "Class 1 Error" is any Error that

renders continued use of the Software either

impossible or seriously impractical and either

interrupts production by Customer or makes continued

production substantially costly to Customer.

CLASS 2 ERROR. A "Class 2 Error' is any Error that is

not a Class 1 Error.

2. NOTIFICATION OF ERRORS. SunGard shall provide to

Customer a list of persons (in increasing positions

of authority) and telephone numbers ("Calling List")

for Customer to contact in order to report an error.

When reporting any Error, Customer shall provide the

classification of the Error and reasonably detailed

documentation and explanation, together with

underlying data, to substantiate the Error and to

assist SunGard in its efforts to diagnose and correct

the Error. Customer will immediately report any Class

1 Error. If SunGard detects a Class 1 Error, then

SunGard will immediately contact Customer.

3. RESPONSE TIME. SunGard shall use commercially

reasonable efforts to respond to Customer's initial

Error reports with off-site telephone consultation,

assistance and advice within fifteen (15) minutes for

Class 1 Errors and within one (1) hour for Class 2

Errors, but in any event, SunGard shall respond

within four working hours. If SunGard fails to so

respond, or if the designated person from the Calling

List is not available when Customer makes contact

with SunGard to report an Error, then Customer shall

attempt to contact the next more responsible person

of the Calling List until contact is made and a

designated person responds to the call.

CLASS 1 ERRORS. For any Class 1 Error, SunGard shall

take all reasonably necessary steps to supply a

reasonable work-around or correction to Customer as

soon as possible. This will include assigning

qualified, dedicated staff to work on the Error 24

hours per day, 7 days per week, at either the SunGard

site or Designated Location as necessary. Upon

detecting or being notified of a Class 1 Error,

SunGard shall immediately assemble the appropriate

personnel to analyze the problem, identify potential

solutions and determine the best plan of action.

Customer shall participate in this process when

necessary and provide SunGard with additional

documentation and examples, if possible, to assist in

resolving the Error. SunGard personnel shall be

dedicated to resolving the Error until an acceptable

work-around or correction is supplied or until

Customer determines in its reasonable judgment after

consultation with SunGard that a work around or

correction cannot be produced. A SunGard

representative shall keep Customer informed of the

status.

SunGard Customer:

<PAGE>

CLASS 2 ERRORS. For any Class 2 Error, SunGard shall

work with Customer to document the Error through

mutually established standards. Class 2 Errors shall

be resolved according to mutually agreed priorities.

SunGard personnel shall be dedicated to resolving

Class 2 Errors through SunGard's normal software

support procedures.

3.2 MODIFICATIONS. SunGard shall provide to Customer, and Customer shall

accept, the following modifications to System Services:

(a) SunGard shall provide modifications, revisions and updates to

the System Services which SunGard, in its sole discretion,

incorporates into the System Services without additional

charge.

(b) SunGard shall use commercially reasonable efforts to develop

and implement changes to the System so that the System

Services will continue to comply with applicable rules and

regulations of regulatory authorities as they may change from

time to time.

personnel, SunGard shall evaluate and, if feasible and

appropriate, produce and implement Customer requests for

modifications in the System Services or the System. In

SunGard's sole discretion, it may implement requested

modifications at no charge in accordance with Section 3.1 (a)

or offer them at an additional charge in accordance with

Section 3.4.

(d) SunGard shall deliver updates to the Documentation whenever

SunGard determines, in its sole discretion, that such updates

are necessary.

(e) Customer shall accept modifications, revisions and updates in

the System Services, System and Documentation, including

changes in programming languages, rules of operation and

screen or report format, as and when they are implemented by

SunGard and provided the modifications, revisions or updates

do not have a material adverse effect on the System Services.

Customer acknowledges that modifications, revisions and

updates in the System Services and the System permitted by

this Agreement may result in changes in the form, timing or

other features of on-line services, reports and other System

Services provided under this Agreement.

3.3 ENHANCEMENTS. SunGard shall offer to Customer the opportunity to

purchase services available through use of refinements, improvements

and enhancements to the System which SunGard, in its sole discretion,

does not incorporate into the System without additional charge.

SunGard Customer:

<PAGE>

3.4 CONSULTING AND OTHER SERVICES. At Customer's reasonable request and

subject to the availability of SunGard's personnel, SunGard shall

provide to Customer conversion assistance, consulting services, custom

modification programming, support services relating to custom

modifications, assistance with data transfers, assistance in the use of

the System Services security mechanisms and other specialized support

services with respect to the System Services. These services shall be

provided by SunGard at Customer location(s) if SunGard and Customer

agree that on-site services are appropriate.

3.5 BACKUP COPIES AND DISASTER RECOVERY. SunGard will make a backup copy,

in digital form, of Customer's data files then in SunGard' possession

(i) at the end of each business day and stored at an off-site location

for a period of five (5) business days and (ii) at the end of each

month and saved at an off-site location for a period of the twelve (12)

months, provided that the monthly data files for the first four (4)

months of any tax year will be saved until the fifth month of the

following tax year. SunGard will maintain an agreement for backup

processing services with an affiliated company consisting of the right

to use an installed, fully operational computer system and networking

capability subject to the availability of computer and other hardware.

The backup processing will be performed by SunGard using backup copies

which will be sent to the backup facility. Customer will be charged for

any recovery services associated with any computer hardware or

communications equipment required for Customer or its correspondent

brokers to access the System that is not located at the Designated

Location. In the case of an emergency requiring backup processing,

SunGard will promptly contact the person or persons designated in

writing by Customer to be notified in such circumstance.

3.6 SPECIAL PROCESSING. Upon the request of Customer and subject to the

limitations of the applications and hardware, SunGard will use

commercially reasonable efforts to provide special processing services

such as additional, customized reports or other enhancements that are

not included the processing services provided under this Agreement.

Such special processing services will be provided for an additional

charge agreed upon by Customer and SunGard in writing.

4. CUSTOMER'S OTHER OBLIGATIONS

4.1 ACCESS TO FACILITIES AND EMPLOYEES. Customer shall provide to SunGard

access to the Customer's facilities, equipment and employees, and shall

otherwise cooperate with SunGard, as reasonably necessary for SunGard

to perform its implementation, training, support and other obligations

under this Agreement.

4.2 PROCUREMENT OF HARDWARE AND OTHER ITEMS. Customer shall be responsible,

at its expense, for procuring and maintaining the communications

equipment and lines, computer equipment, software and all other out of

pocket expenses, which comprise the Specified Configuration described

on Schedule A, and for updating the Specified Configuration in

accordance with SunGard's published updates to Schedule A.

SunGard Customer:

<PAGE>

4.3 NOTICES AND CERTIFICATIONS. Customer shall give written notice to

SunGard (in accordance with Section 9.1) whenever Customer intends to

increase the transaction volume, in any material respect, to be

processed on the System. Customer shall promptly complete and return to

SunGard periodic certifications which SunGard, in its sole discretion,

may from time to time send to Customer, certifying that Customer has

complied and is then in compliance with the provisions of Section 7.

4.4 CERTAIN LEGAL REQUIREMENTS. Customer shall be responsible, at its

expense, for complying with all laws and regulations of any

jurisdiction applicable to use of System Services, including laws and

regulations pertaining to (a) remote use of software and related

property, (b) communication or transmission of data into or out of a

jurisdiction or (c) registration of this Agreement. Customer shall

indemnify and hold harmless SunGard (and its affiliates, and the

respective directors, officers, employees and agents of SunGard and its

affiliates) from and against all actions, claims, damages or

liabilities (including reasonable attorneys' fees) arising out of any

violation by Customer of any such laws or regulations.

5. PAYMENTS

5.1 INITIAL IMPLEMENTATION SUPPORT AND MINIMUM TRAINING. Customer shall pay

to SunGard the fees for Initial Implementation Support and Minimum

Training in the amounts stated on Schedule C, in accordance with the

payment terms stated on Schedule C.

5.2 MONTHLY FEES. On a monthly basis, beginning on the first day of

processing live trades on the System ("Effective Date") and continuing

until termination of this Agreement. Customer shall pay to SunGard the

fees described on Schedule C. Customer shall pay minimum monthly fees

for certain services as stated on Schedule C.

5.3 SPECIAL SERVICE FEES. Customer shall pay to SunGard the service fees

stated on Schedule C for conversion, consulting services, custom

modification programming, support services relating to custom

modifications, assistance with data transfers, and other specialized

support services under Sections 3.4. In each case where service fees

are not specified on Schedule C, then the fees for such services shall

be based upon SunGard's standard professional fee rates. SunGard's

standard professional fee rates in effect on the date of this Agreement

are stated on Schedule C and are subject to increase in the ordinary

course of business.

5.4 EXPENSE REIMBURSEMENTS. Customer shall be responsible for all

out-of-pocket expenses expenses incurred by SunGard. Whenever any

services are provided by SunGard at a Customer location or any other

location requested by Customer other than one of SunGard's locations,

Customer shall reimburse SunGard for its reasonable travel, lodging,

meal and related expenses incurred by SunGard personnel in providing

such services.

SunGard Customer:

<PAGE>

5.5 OTHER FEES. If Customer requires replacement or additional copies of

the Documentation, then Customer shall pay to SunGard the corresponding

fees stated on Schedule C.

5.6 TAXES. The fees and other amounts payable by Customer to SunGard under

this Agreement do not include any taxes of any jurisdiction that may be

assessed or imposed upon the services provided under this Agreement or

the copies of the Documentation provided to Customer, including sales,

use, excise, value added, personal property, export, import and

withholding taxes, excluding only taxes based upon SunGard's net

income. Customer shall directly pay any such taxes assessed against it,

and Customer shall promptly reimburse SunGard for any such taxes

payable or collectable by SunGard.

5.7 PAYMENT TERMS. SunGard shall submit invoices to Customer on a monthly

basis for monthly fees and routine expense reimbursements. SunGard

shall submit invoices to Customer for any other fees or expense

reimbursements as and when incurred. All invoices shall be sent to

Customer's address for invoices stated on Schedule A. Customer's

payments shall be due within thirty (30) days after receipt of Invoice.

Interest at the rate of eighteen percent (18%) per annum (or, if lower,

the maximum rate permitted by applicable law) shall accrue on any

amount not paid by Customer to SunGard when due under this Agreement,

and shall be payable by Customer to SunGard on demand unless subject to

a good faith dispute. Except as provided in Sections 6.1 and 6.2(c),

all fees and other amounts paid by Customer under this Agreement are

non-refundable, unless subject to a good faith dispute.

5.8 FEE INCREASES. Beginning on the first day of the sixth (6th) year of

processing of live trades and on an annual basis, by giving at least

one hundred and twenty (120) days advance written notice to Customer

(in accordance with Section 9.1), SunGard may increase the fees payable

under this Agreement.

6. WARRANTIES AND LIMITATIONS

6.1 PERFORMANCE. SunGard shall use reasonable care in processing all work

transmitted to it by Customer. SunGard shall have no liability under

this Section 6.1 unless, within thirty (30) days after the applicable

date of service, SunGard receives notice from Customer (in accordance

with Section 9.1) describing a material processing error caused by

SunGard's failure to use reasonable care, together with adequate

supporting documentation and data. Upon receipt of any such notice,

SunGard's only obligation under this Section 6.1 is to correct the

error and redo the work affected as soon as reasonably practical at no

additional charge, or, at SunGard's option, to refund or credit the

charges applicable to the work affected.

6.2 RIGHT TO PERFORM SERVICES; NO INFRINGEMENT. SunGard warrants to

Customer that it has the full legal right to use the System to provide

the System Services in accordance with this Agreement, and that the

System Services and

SunGard Customer:

<PAGE>

Documentation, in the form delivered to Customer by SunGard and when

properly used for the purpose and in the manner specifically authorized

by this Agreement, do not infringe in any material respect upon any

United States patent or copyright or any trade secret or other

proprietary right of any person. SunGard shall reimburse Customer for

any damages finally awarded against and paid by Customer to the extent

attributable to a violation of the foregoing warranty. SunGard shall

have no liability under this Section 6.2 unless Customer gives written

notice to SunGard (in accordance with Section 9.1) within ten (10) days

after any applicable infringement claim is initiated against Customer

and allows SunGard to have sole control of the defense or settlement of

the claim. If any applicable infringement claim is initiated, or in

SunGard's sole opinion is likely to be initiated, against Customer or

SunGard, then SunGard shall have the option, at its expense, to:

(a) modify or replace all or the infringing part of the System

Services, System or Documentation so that it is no longer

infringing, provided that the System Services do not change in

any material adverse respect; or

(b) procure the right to continue using or providing the

infringing part of the System Services, System or

Documentation; or

System or Documentation, and refund to Customer the

corresponding portion of any monthly fee paid in advance, in

which case this Agreement shall terminate with respect to the

affected System Services.

6.3 CARE OF DATA. SunGard shall use commercially reasonable care in

handling tapes or other materials which encode or contain data

belonging to Customer. SunGard's only obligation for breach of this

Section 6.3 shall be to replace or repair the tape or material lost or

damaged and to make commercially reasonable efforts to regenerate any

lost data from backup copies maintained by SunGard or from source data

provided by Customer.

6.4 APPLICATION OF DATA. SunGard shall have no liability for any loss or

damage resulting from any application of the results obtained from the

use of any services provided under this Agreement or from any

unintended or unforeseen results obtained from the use of any services

provided under this Agreement.

6.5 EXCLUSION FOR UNAUTHORIZED ACTIONS. SunGard shall have no liability

under any provision of this Agreement with respect to any performance

problem, claim of infringement or other matter to the extent

attributable to any unauthorized or improper use or modification of the

System, any unauthorized combination of the System with other software

(other than software included in the Specified Configuration), or any

breach of this Agreement by Customer.

6.6 FORCE MAJEURE. SunGard shall not be liable for, nor shall SunGard be

considered in breach of this Agreement due to, any failure to perform

its obligations under

SunGard Customer:

<PAGE>

this Agreement as a result of a cause beyond its control, including any

act of God or a public enemy, act of any military, civil or regulatory

authority, change in any law or regulation, fire, flood, earthquake,

storm or other like event, disruption or outage of communications,

power or other utility, labor problem, unavailability of supplies, or

any other cause, whether similar or dissimilar to any of the foregoing,

which could not have been prevented by SunGard with reasonable care.

Customer acknowledges that availability of System Services is subject

to normal System downtime and that SunGard is not responsible for

delays or inability to access services caused by communications

problems.

6.7 DISCLAIMER AND EXCLUSIONS. EXCEPT AS EXPRESSLY STATED IN THIS

AGREEMENT, SUNGARD MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR

WRITTEN, EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE

SYSTEM, THE SYSTEM SERVICES OR ANY OTHER MATTER PERTAINING TO THIS

AGREEMENT. EXCEPT FOR DAMAGES REIMBURSABLE UNDER SECTION 6.2, SUNGARD'S

TOTAL LIABILITY UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES

EXCEED AN AMOUNT EQUAL TO FIVE HUNDRED THOUSAND DOLLARS ($500,000).

UNDER NO CIRCUMSTANCES SHALL SUNGARD BE LIABLE TO CUSTOMER OR ANY OTHER

PERSON FOR LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, OR ANY

INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY NATURE, WHETHER OR NOT

FORESEEABLE.

6.8 OTHER LIMITATIONS. The warranties made by SunGard in this Agreement,

and the obligations of SunGard under this Agreement, run only to

Customer and not to its affiliates, its customers or any other persons.

Under no circumstances shall any other person be considered a third

party beneficiary of this Agreement or otherwise entitled to any rights

or remedies under this Agreement. Customer shall have no rights or

remedies against SunGard except as specifically provided in this

Agreement. No action or claim of any type relating to this Agreement

may be brought or made by Customer more than one (1) year after

Customer first has knowledge of the basis for the action or claim.

7. CONFIDENTIALITY, OWNERSHIP AND RESTRICTIVE COVENANTS

7.1 CONFIDENTIAL INFORMATION. All business information disclosed by one

party to the other in connection with this Agreement shall be treated

as confidential information unless it is or later becomes publicly

available through no fault of the other party or it was or later is

rightfully developed or obtained by the other party from independent

sources free from any duty of confidentiality. Each party's

confidential information shall be held in strict confidence by the

other party, using the same standard of care as it uses to protect its

own confidential information, and shall not be used or disclosed by the

other party for any purpose except as necessary to implement or perform

this Agreement, or except as required by law

SunGard Customer:

<PAGE>

provided that the other party is given a reasonable opportunity to

obtain a protective order. Without limiting the generality of the

foregoing, such confidential information shall include Customer's data,

reports generated by SunGard from Customer's data and the details of

Customer's computer operations.

7.2 SUNGARD'S PROPRIETARY ITEMS. Customer acknowledges that the System and

Documentation, the object code and the source code for the System, the

name of the System, the visual expressions, screen formats, report

formats and other design features of the System, all ideas, methods,

algorithms, formulae and concepts used in developing and/or

incorporated into the System or Documentation, all future

modifications, revisions, updates, releases, refinements, improvements

and enhancements of the System or Documentation, all derivative works

based upon any of the foregoing, and all copies of the foregoing

(referred to, collectively, as "Proprietary Items") are trade secrets

and proprietary property of SunGard, having great commercial value to

SunGard. Customer acknowledges that the restrictions in this Agreement

are reasonable and necessary to protect SunGard's legitimate business

interests.

7.3 OWNERSHIP RIGHTS. All Proprietary Items provided to Customer under this

Agreement are being provided on a strictly confidential and limited use

basis. Title to all Proprietary Items and all related patent,

and other ownership rights shall remain exclusively with SunGard, even

with respect to such items that were created by SunGard specifically

for or on behalf of Customer. This Agreement is not an agreement of

sale, and no title, patent, copyright, trademark, service mark, trade

secret, intellectual property or other ownership rights to any

Proprietary Items are transferred to Customer by virtue of this

Agreement. All copies of Proprietary Items in Customer's possession

shall remain the exclusive property of SunGard and shall be deemed to

be on loan to Customer during the term of this Agreement.

7.4 DISCLOSURE RESTRICTIO

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