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EXHIBIT 10.2.1
Dec. 15, 1997
AMENDMENT TO
ATTACHMENT A - SYSTEM DESCRIPTION
OF
NQDS INFORMATION VENDOR AGREEMENT
DATED APRIL 25, 1997
BETWEEN
FIRST INTERNATIONAL FINANCIAL CORPORATION
AND
THE NASDAQ STOCK MARKET, INC.
The purpose of this amendment is to implement a per-quote
usage-based system to operate in addition to our fixed-monthly charge quotation
system, to update Nasdaq on any system changes, and to implement an electronic
subscriber agreement. As such, included in the Amendment are updated sections.
The Updated sections do not replace the previous Attachment A only amends it.
Updated sections are 1.0, 1.1, 1.2, 2.1, 2.2, 2.3, 3.2, 3.3 and a sample of the
electronic subscriber agreement.
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1.0 SYSTEM OVERVIEW
DESCRIPTION OF THE SYSTEM
ADDITIONAL USER INTERFACE
An additional user interface is one in HTML through the user's
web browser that will allow registered users to obtain a single quote packet at
a time.
PROFILE OF SYSTEM USERS
World Wide Quote users are all external to the firm. All users
will be financial industry non-professionals as defined in the Exchange
Agreements. Primary testing and marketing of the site suggests that the majority
of our users will be Americans; however, the global reach of the Internet also
allows us to reach users around the world.
1.1 SERVICES AND OPTIONS
PER-QUOTE USAGE CHARGE OPTION
In addition to FIFC's fixed-monthly charge service, we are
offering an option that allows users to obtain a single quote packet at a time.
This is a simple HTML based service. A user logs in with their user id and
password and enters a symbol they are interested in. Upon the submission of the
symbol a single quote is returned.
1.2 PROCESSING EQUIPMENT AND DISPLAY DEVICES
DATA PROCESSING EQUIPMENT
Data is received via land leased line through two S & P
Xxxxxxxx Client Site Processors at space leased by the Company.
DATA PARSER & QUOTE SERVER
These two programs (S & P Xxxxxxxx Client Site Processor v
3.0) reside in a Digital Equipment Corporation Celebris XL 5166DP with 000 Xxx
Xxxxxxx processors, 64MB EDO RAM, 512kb cache, Ethernet PCI 10/100 Mbps, UNIX.
ADDITIONAL USER INTERFACE
The additional user interface is a table in HTML through the
subscriber's browser (a sample of the HTML display is in section 2.2.
2.1 ENTITLEMENT CONTROLS AND RECORD KEEPING
Continuously Updating Service Section 2.1 remains unchanged
from Original Attachment A.
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TECHNICAL SPECIFICATIONS FOR THE RECORD-KEEPING OF PER-QUOTE CHARGE
USAGE.
Our web based per-quote usage-based service allows a
registered user to look up the real-time data for a single stock. We have a
secure method to accurately and reliably track this action.
First, we guarantee that each person requesting the stock data
has registered with our service, meaning they have agreed to the enclosed sample
agreements. Using standard HTTP authentication, the web pages and CGI scripts
are protected from unauthorized use. Only those who have a user account with our
service may view the pages. Second, the CGI script that connects to our Data
Server knows exactly who is requesting the information and for which stock
symbol and stock exchange the client is requesting. This gets logged to disk
before sending the single quote packet, allowing us to closely monitor usage. It
is impossible for a user to subvert this program to get stock information
without it recording the action first.
In a more detailed description, here is a sample user session.
The client uses their web browser to connect to our server and request the HTML
page containing a CGI form allowing them to enter a symbol. This HTML page is
stored in an HTTP protected directory, meaning the Web Server first checks that
the user has entered a valid username and password (which they were assigned
upon registration.) If one has not been entered yet, the Web Server sends a
message to the browser to obtain that information from the user. Once the
username and password are sent back, the Web Server checks that they are valid,
and if not, it denies the user access to the HTML page (and any other pages and
programs store in the protected directory.) Once the Web Server has received a
valid username and password, it then sends the user's browser the HTML page with
the form. The user fills out the form with their desired stock symbol, and this
information is passed back (always with their username and password which the
browser caches, so the Web Server can verify who they are.) The CGI script that
receives the information then logs the transaction to disk. Only upon successful
completion of this action will the CGI script request the actual stock
information from the Data Server and send it back to the client.
The data is compiled into daily reports in hard copy and
monthly reports that are sent to the Nasdaq Stock Market, Inc. The data logs are
also backed up in several locations on different computers, so in the event of a
disk failure, the logs remain unharmed.
2.2 DISPLAY SAMPLE
Continuously Updating Service Section 2.2 remains unchanged
from Original Attachment A.
The following screen shot is a display sample from our
per-quote usage-based HTML system:
[SCREEN DISPLAY]
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2.3 SAMPLE REPORTING - PER-QUOTE USAGE-BASED
Continuously Updating Service Section 2.3 remains unchanged
from Original Attachment A.
MONTH NUMBER OF QUOTE PACKETS FEES
January 165,000 $1,650.00
3.2 COMMUNICATIONS NETWORK BLOCK DIAGRAM
[BLOCK DIAGRAM APPEARS HERE]
SERVICE FACILITATORS
S & P Xxxxxxxx located at 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxx, XX is a service facilitator. The role of S & P Xxxxxxxx is to gather
and process market data from the various exchanges and disseminate this data to
our system. The dissemination is achieved by transmitting the data to FIFC via
high speed digital dedicated lines. The S & P Xxxxxxxx Client Site Processor
receives the data from the land line and parses the data for the FIFC System.
Exodus Communications located at Harbourside Financial Xxxxxx,
Xxxxx XXX, Xxxxx 000, Xxxxxx Xxxx, XX 00000. FIFC has leased office space from
Exodus to house its own servers and receive the S&P Xxxxxxxx data feed in New
Jersey.
Please Note: The following agreements are submitted
electronically, you may print these pages for your records. You are required to
check every box to confirm your understanding. We cannot process your
registration without this confirmation.
The Nasdaq Stock Market, Inc. (Nasdaq) Consolidated Subscriber
Agreement THE VENDOR AND ITS AGENTS MAY NOT MODIFY OR WAIVE ANY TERM OF THIS
AGREEMENT. ANY ATTEMPT TO MODIFY THIS AGREEMENT, EXCEPT BY NASDAQ, IS VOID.
1. The word "Corporations" means The Nasdaq Stock Market, Inc.
and its affiliates. The word "Information" means certain data and other
information: relating to securities or other financial instruments, products,
vehicles or devices; or relating to Persons regulated by the Corporations or to
activities of the Corporations; or gathered by the Corporations from other
sources. The word "or" includes the word "and". The phrase "Claims or Losses"
means any and all liabilities, obligations, losses, damages, penalties, claims,
actions, suits, costs, judgments, settlements, and expenses of whatever nature,
whether incurred by or issued against an indemnified party or a third party,
including, without limitation, (1) indirect, special, punitive, consequential or
incidental loss or damage, (including, but not limited to, trading losses, loss
of anticipated profits, loss by reason of shutdown in operation or increased
expenses of operation, or other indirect loss or damage) and (2) administrative
costs, investigatory costs, litigation costs, and auditors' and attorneys' and
fees and disbursements (including in-house personnel). The word "Person" means
any natural person, proprietorship, corporation, partnership, or other entity
whatsoever. The phrase "Non-Professional Subscriber"
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means any natural person who is neither: (a) registered or qualified in any
capacity with the SEC, the Commodities Futures Trading Commission, any state
securities agency, any securities exchange or association, or any commodities or
futures contract market or association; (b) engaged as an "investment advisor"
as that term is defined in Section 201 (11) of the Investment Advisors Act of
1940 (whether or not registered or qualified under that Act); nor, (c) employed
by a bank or other organization exempt from registration under federal or state
securities laws to perform functions that would require registration or
qualification if such functions were performed for an organization not so
exempt. The phrase "Professional Subscriber" means all other persons who do not
meet the definition of Non-Professional Subscriber. When it appears alone, the
word "Subscriber" encompasses all Non-Professional and Professional Subscribers.
The phrase "Vendor's Service" means the service from a vendor, including the
data processing equipment, software, and communications facilities related
thereto, for receiving, processing, transmitting, using and disseminating the
Information to or by Subscriber
2. Subscriber is granted the right to receive from Nasdaq the
Information under the terms stated herein or in the NASD Rules.
"NASD Rules" shall mean all applicable laws (including
intellectual property, communications, and securities laws), statutes, and
regulations, the rules and regulations of the SEC, the rules and regulations of
the Corporations including, but not limited to, those requirements established
by the Corporations' rule filings (with such SEC approval as may be required),
the Corporations' decisions and interpretations and any User Guides, or
successors of the components of the NASD Rules, as they may exist at the time.
If any payment is due directly to Nasdaq under this Agreement, payment in full
is due Nasdaq in immediately available U.S. funds, within 30 days of date of
invoice, whether or not use is made of the Information. Interest shall be due
from the date of the invoice to the time that the amount(s) that are due have
been paid.
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