MORTGAGE OF STOCK

MORTGAGE OF STOCKS AND SHARES etc



AS SCHEDULED TO SECURE OWN



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CAMINUS LLC



in favour of



FLEET BANK, N.A.









PINSET--CURTIS













This Mortgage is made on the day of 1999





To: FLEET BANK, N.A. ("the Bank")



1. CAMINUS LLC, a Delaware Corporation having a principal place of business at

747 Third Avenue New York, New York 10017 ("the Company") has deposited or

will deposit with the Bank the securities mentioned in the Schedule hereto

and as beneficial owner(s) hereby charges them to the Bank together with

any substituted securities as a continuing security for the payment on

demand (made at any time after the same shall have become due or otherwise

payable on demand) of the Secured Liabilities (as hereinafter defined).



This mortgage shall affect and the securities subject hereto shall include

in addition to the securities mentioned in the Schedule hereto any

securities substituted thereof and all dividends or interest paid or

payable after the date hereof on any such securities and all stocks shares

(and the dividends or interest thereon) rights moneys or property accruing

or offered at any time by way of redemption bonus preference option

consolidation sub-division or otherwise to or in respect of any securities

subject hereto.



2. If the Company makes default in paying to the Bank on demand any money or

liability hereby secured the Bank may without further notice sell or

dispose of any securities subject to this mortgage or any part thereof or

any substituted securities in such manner and for such consideration

(whether payable or deliverable immediately or by instalments) as the Bank

may think fit and the Bank may apply the proceeds of sale in or towards

discharge of the costs incurred therein and of the Secured Liabilities and

the residue, if any, shall be paid to the Company or to its order.



3. Any dividends interest or other payments which are now or at any time

hereafter may be received or receivable by the Bank in respect of any

securities for the time being subject hereto may be applied by the Bank as

though they were proceeds of sale hereunder notwithstanding that the power

of sale may not have arisen.



4. The Company undertakes from time to time to execute and sign all transfers

withdrawals powers of attorney and other documents which the Bank may

require for perfecting its title to















any securities for the time being subject hereto or for vesting and

enabling the Bank to vest the same in its name or in the name of its

nominees or in any Purchaser and not to do or suffer anything whereby any

entitlement of the Bank under any of the provisions hereof may be impeded

or its exercise delayed.



5. The Company hereby irrevocably appoints the Bank and any person nominated

by the Bank for the purpose of its attorney in its name and on its behalf

at any time after the Bank shall have demanded payment of any money or

liability hereby secured to demand sue for receive and give an effectual

discharge for or in connection with any securities for the time being

subject hereto and to sign seal and deliver and otherwise perfect any

transfer withdrawal deed assurance notice request or act which may be

required or may be deemed proper on or in connection with any sale

disposition, withdrawal, realisation or getting in by the Bank of any

securities for th ...