AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT

EXHIBIT 10.36



AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT



This Amendment to that certain Limited Liability Company Agreement dated as of May 12, 1998 (the "LLC Agreement") among Caminus LLC, a Delaware limited liability company (the "Company"), and the members of the Company (the "Members") is dated as of January 19, 2000. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the LLC Agreement.



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



WHEREAS, pursuant to Article IV of Appendix B to the LLC Agreement, the Securityholders of the Company have been granted registration rights as provided therein;



WHEREAS, the definition of "Securityholders" in Section 1.3(h) of Appendix B to the LLC Agreement is limited to those Members of the Company who held Membership Interests on the date of the LLC Agreement; and



WHEREAS; the Company and the Members desire that, after the closing of the Initial Public Offering (as defined below), the registration rights contained in Article IV of Appendix B to the LLC Agreement be extended to each Member that holds shares of common stock of the Surviving Corporation immediately prior to the effectiveness of the first registration statement registering shares of common stock of the Surviving Corporation under the Securities Act of 1933, as amended (the "Initial Public Offering").



NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Company and at least a Majority in Interest of the Members, representing all of the parties necessary to amend the LLC Agreement as provided in Section 11.2.2 thereof, agree as follows:



1. Effective upon the closing of the Initial Public Offer ...