LLC Termination and Interium Services Agreement

EXHIBIT 10.28





This Agreement dated as of January 21, 2000 is entered into by and between Caminus LLC, a Delaware limited liability company (the "Company"), and GFI Two LLC (formerly, GFI Energy Ventures LLC) ("GFI").



WHEREAS, the Company and GFI are each party to that certain Limited Liability Company Agreement dated as of May 12, 1998 (the "LLC Agreement");



WHEREAS, pursuant to Section 6.5.2 of the LLC Agreement, GFI provides certain financial, strategic mergers and acquisition, tax and general administrative services to the Company in exchange for certain payments by the Company;



WHEREAS, the Company is effecting a reorganization (the "Reorganization") pursuant to which the members of the Company will exchange their shares of membership interest in the Company for shares of common stock of a Delaware C-corporation (the "Surviving Corporation");



WHEREAS, effective upon the closing of the Reorganization and pursuant to that certain Merger Agreement by and among the Company, the Surviving Corporation and a wholly-owned subsidiary of the Surviving Corporation, certain portions of the LLC Agreement, including Section 6.5.2 thereof, will be terminated; and



WHEREAS, the Company and GFI desire to formally memorialize their mutual understanding with respect to the termination of Section 6.5.2 of the LLC Agreemen ...