MORTGAGE OF STOCKS AND SHARES

MORTGAGE OF STOCKS AND SHARES etc



AS SCHEDULED TO SECURE OWN









CAMINUS LIMITED



in favour of



FLEET BANK, N.A.





PINSENT CURTIS



This Mortgage is made on the 23rd day of June 999





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





1. CAMINUS LIMITED of Caminus House, Castle Park, Cambridge, CB3 0RA ("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



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 the time being subject

hereto under any power applicable thereto and the Company irrevocably

acknowledges and agrees that the said power of attorney is given to the

Bank to secure the Company's obligations hereunder.



6. The Company declares that the Bank shall not be under any obligation to

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