BUSINESS SERVICES AGREEMENT

This FACILITIES MANAGEMENT SERVICE AGREEMENT is made as of the 1 day of July
2001 by and among Canon Business Services (Canon) located at 125 Park Avenue, New
York, NY 10017, Reuters America Inc. ("Reuters"), a corporation located at The
Reuters Building, 3 Times Square, New York, New York 10036, and Instinet
Corporation ("Instinet"), with offices at 3 Times Square, New York, New York
10036 (Reuters and Instinet collectively, "Customer").

I.       AGREEMENT TO PROVIDE SERVICES

         CANON will provide to Customer the business services detailed in
         Exhibit A (the "Services") in accordance with the terms and conditions
         set forth herein. CANON will establish a Business Service Center at the
         location set forth in Exhibit B (the "Business Service Center") using
         the equipment set forth in Exhibit C (the "Equipment"). Prices are as
         stated in Exhibit D (the "prices").

II.      SERVICES TO BE PROVIDED

         A.       CANON will provide to Customer the management services
                  detailed in Exhibit A (the "Services"), which Exhibit A may be
                  amended from time to time by the parties hereto, in accordance
                  with the terms and conditions set forth herein and in
                  accordance with performance standards of the facilities
                  management industry and written performance standards agreed
                  to by Customer and CANON (which shall be attached hereto as
                  Exhibit E). The parties shall use commercially reasonable
                  efforts to develop such written performance standards within
                  thirty (30) days of the date of execution of this Agreement.

         B.       Subject to Section II.C., CANON reserves the right to adjust
                  any component of the Services based upon operational results,
                  after consultation with Customer. Customer and CANON may from
                  time to time agree by mutual writing that additional Services
                  are to be provided at a particular location or that the mix of
                  Services provided to a particular location is to change. Any
                  such change may be accompanied by an adjustment in the
                  pricing.

         C.       Notwithstanding anything herein to the contrary, neither CANON
                  nor Customer may unilaterally make changes to the Services or
                  any component thereof. Customer shall inform its personnel of
                  the need to consult with CANON prior to making any change that
                  may materially affect the performance of CANON.

         D.       CANON shall furnish the supplies necessary to perform the
                  Services and operate the Center as listed in Exhibit A.

         E.       All Services shall be performed solely by employees of CANON.

III.     PERSONNEL

         A.       CANON will provide all personnel necessary to ensure that the
                  Services are performed in accordance with the terms set forth
                  in Exhibit A. CANON shall be solely responsible for the
                  supervision, daily direction and control of its employees, and
                  the maintenance of required payroll and personnel records. In
                  addition, CANON shall be responsible for payment of all
                  compensation, benefits and employer taxes relating to such
                  persons (including workers' compensation and disability), and
                  for making such other payroll deductions and payments as may
                  be appropriate.


                                       1
<PAGE>
         B.       Customer shall grant CANON personnel access to its common
                  areas, including parking and cafeterias, as is required for
                  the performance of the Services hereunder. CANON personnel
                  shall observe the rules and regulations of Customer's facility
                  as provided to CANON, including executing the code of conduct
                  attached hereto as Appendix A. CANON shall, at its sole
                  expense, conduct background checks on all CANON personnel
                  providing Services under this Agreement in accordance with
                  Customer requirements.

         C.       While this agreement is in effect and for six months after
                  this Agreement ends, neither party to this Agreement will
                  solicit the other party's employees, without the express
                  written consent of the other party.

         D.       CANON personnel shall, under no circumstances, be eligible
                  either to participate in any employee benefit plans maintained
                  by Reuters, Instinet or any of their affiliates or to receive
                  any fringe benefits, nor shall they be deemed to be employees
                  of Reuters or Instinet for purposes of participating in any
                  such plans. CANON agrees to require its employees and
                  independent contractors to execute the acknowledgment attached
                  hereto as Appendix B.

IV.      ESTABLISHMENT OF BUSINESS SERVICE CENTER FACILITY

         A.       Customer will make available to CANON, at no cost to CANON, an
                  area of the size and type agreed to by the parties as set
                  forth in Exhibit B at said facility for establishment of the
                  Business Service Center.

         B.       Customer shall be responsible for the following:

                  1.       Preparation of the designated space in its facility
                           for the Business Service Center including, but not
                           limited to, Internet connectivity and e-mail access,
                           electric power and wiring, janitorial, telephone
                           service, and air ventilation and cooling required for
                           installation or operation of the Equipment.

                  2.       Cost of the initial installation of the Equipment.

         C.       CANON shall advise Customer of the scheduled installation of
                  the Equipment and Customer shall complete the preparation of
                  the designated space in a timely manner. Customer shall
                  cooperate with CANON so that CANON can arrange to have all
                  Equipment installed in the Business Service Center in
                  sufficient time for CANON to begin scheduled operations under
                  this agreement.

         D.       Customer shall also provide, at its cost, such office
                  equipment as CANON shall deem reasonably necessary to operate
                  the Business Service Center, as shown in Exhibit C. Such
                  equipment shall include, without limitation, desks,
                  telephones, file cabinets, sorting bins, tables and chairs.

V.       EQUIPMENT

         A.       The Business Service Center shall contain the Equipment listed
                  in Exhibit C. During the term of this Agreement, CANON may
                  replace and/or add Equipment to the Business Service Center in
                  order to ensure continued provision of the Services in
                  accordance with this Agreement. CANON shall consult with
                  Customer and receive Customer prior approval with respect to
                  such Equipment replacements and/or additions. Such
                  replacements and/or additions of Equipment shall be reflected
                  in an amendment to Exhibit C hereof.


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<PAGE>
         B.       The Equipment shall at all times remain the property of CANON,
                  lessor, renter or of Customer as indicated in Exhibit C, it
                  being expressly understood that neither this Agreement nor its
                  performance shall transfer to CANON or to Customer any right,
                  title or interest whatsoever in or to any Equipment that is
                  not shown to be owned by such party in Exhibit C. With respect
                  to any Equipment owned by CANON, Customer agrees, by signing
                  this Agreement, that CANON may file a Form UCC-1 or similar
                  form with appropriate State authorities, giving notice of its
                  ownership of such Equipment.

         C.       During the duration of this Agreement, Customer shall continue
                  to hold maintenance and repair service contracts with respect
                  to any Equipment owned, leased or rented by Customer to be
                  used at the Center. Unless otherwise agreed to by the parties,
                  Customer authorizes CANON to contact said service providers as
                  is necessary to maintain or repair said Equipment so that the
                  operations of the Business Service Center may continue
                  uninterrupted. Customer shall inform said service providers of
                  Customer's authority and shall direct them to respond to CANON
                  requests for service. Customer shall be responsible for the
                  payment of costs associated with the repair and maintenance of
                  Customer's Equipment.

VI.      ADDITIONAL INFORMATION TO BE PROVIDED

         Customer shall provide CANON with floor plans, office directories, and
         such other information and access to its personnel as is necessary for
         CANON to provide the Services at the Business Service Center.

VII.     HOURS OF OPERATION

         A.       CANON will provide the Business Service Center during the
                  hours specified in Exhibit A.

         B.       Additional hours of operation will be provided to Customer at
                  Customer's request and CANON will charge Customer for such
                  additional hours of operation according to the fee schedule
                  set forth in Exhibit D. All overtime work must receive prior
                  written approval from Customer.

VIII.    CONTRACT ADMINISTRATOR

         Customer shall designate a "Contract Administrator" for this Agreement
         in Exhibit B. The Contract Administrator will serve as the liaison
         between CANON and Customer. CANON will direct all questions to the
         Contract Administrator. The Contract Administrator shall be the
         authorized agent of the Customer.

IX.      PRICES AND PAYMENT TERMS

         A.       Prices for Services to be provided hereunder are set forth in
                  Exhibit D, or if not set forth in Exhibit D shall be as agreed
                  upon in writing between the parties.

         B.       The prices for Services stated in Exhibit D shall be subject
                  to an annual increase equal to the annual Consumer Price Index
                  for the applicable metropolitan area.

         C.       All prices and other charges provided for in this Agreement
                  are exclusive of all federal, state, municipal or other
                  governmental excise, sales, use or similar taxes, which taxes
                  will also be billed to Customer if required to be collected
                  and remitted by CANON. Customer will not be responsible for
                  taxes levied on CANON's net income.


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<PAGE>
         D.       The monthly management fee will be billed on the 15th day of
                  each month for the current month. Charges for services in
                  excess of the minimum monthly fee, if any, will be billed in
                  the month following the month in which the charges were
                  incurred. Payments on all undisputed amounts are due not later
                  than thirty (30) days after receipt of invoice. All amounts
                  that become 60 days past due will be subject to a monthly
                  service charge of 1.0% of the outstanding balance.

         E.       In the event that Customer has a question or disagreement with
                  respect to amounts set forth on a given invoice, Customer
                  shall notify CANON in writing within thirty (30) days after
                  receipt of the invoice specifying in reasonable detail the
                  nature of the question or disagreement. The parties shall work
                  together in good faith and on a reasonable basis to resolve
                  the question or the disagreement and CANON shall provide to
                  Customer a corrected invoice reflecting the resolution reached
                  by the parties.

X.       INSURANCE

         CANON agrees to maintain in full force and effect, during the term of
         this Agreement, all legally required workers compensation insurance
         policies and comprehensive general liability insurance with a limit of
         at least $1,000,000.

XI.      INDEMNIFICATION

         A.       Notwithstanding any provisions herein to the contrary, CANON
                  does hereby agree to indemnify and hold Customer harmless from
                  all losses, claims of losses, damages and expenses (including
                  without limitation court costs and attorneys fees) asserted
                  against Customer by third parties (including CANON employees
                  and independent contractors) and directly and proximately
                  caused by the negligent acts or omissions or misconduct of
                  CANON, its officers, agents, employees or authorized
                  representatives.

         B.       Notwithstanding any provisions herein to the contrary,
                  Customer does hereby agree to indemnify and hold CANON
                  harmless from all losses, claims of losses, damages and
                  expenses (including without limitation court costs and
                  attorneys fees) asserted against CANON by third parties and
                  directly and proximately caused by the negligent acts or
                  omissions or misconduct of Customer, its officers, agents,
                  employees or authorized representatives.

         C.       Customer shall indemnify and hold harmless CANON, its agents
                  and employees from and against any and all suits, actions,
                  legal proceedings, claims, demands, or costs arising from the
                  copying, use or distribution of copyrighted materials at the
                  direct request or instructions of Customer.

XII.     CONFIDENTIALITY AND PROTECTION OF INTELLECTUAL PROPERTY

         A.       CANON acknowledges that in providing the services hereunder it
                  may have access to or handle private, secret, confidential, or
                  proprietary information of Reuters, Instinet, or of their
                  clients. CANON agrees to use such information only to the
                  extent necessary to fulfill its obligations under this
                  Agreement and agrees to hold such information in confidence.
                  CANON agrees to have its employees and independent contractors
                  sign a Confidentiality Agreement in a form substantially
                  similar to that set forth in Appendix C.

         B.       CANON shall inform its employees, agents and independent
                  contractors, who require access to information of Reuters,
                  Instinet, their affiliates, or of their customers or clients
                  in order for CANON to perform the Services hereunder, of the
                  confidentiality obligations set forth above, and shall cause
                  them to abide by such obligations.


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<PAGE>
         C.       CANON agrees that the data contained in records and reports
                  provided to Reuters or Instinet are the sole and exclusive
                  property of Reuters or Instinet, as case may be, and that it
                  shall keep confidential and secure all such data, records,
                  reports and information and all other information regarding
                  the business and operations of Reuters, Instinet and their
                  affiliates obtained from Customer or obtained as a result of
                  providing services.

         D.       Customer agrees that all proprietary information used by CANON
                  to provide services or created by CANON to provide services
                  shall be and remain the property of CANON, including software,
                  accounting systems, forms, report forms and like material used
                  by it to provide the services. Customer further agrees that it
                  shall not use such information for any purpose not directly
                  related to the provision of services by hereunder.

XIII.    NON-PERFORMANCE BY CANON

         In the event that CANON does not substantially perform the services set
         forth in Exhibit A in a manner reasonably consistent with performance
         standards of the facilities management industry and/or written
         performance standards agreed to by Customer and CANON, Customer shall
         so inform CANON in writing, specifying the manner in which Customer
         believes the Services to be deficient, and CANON shall have a period of
         [forty-five (45)] business days from receipt of such notice to correct
         such deficiencies in performance. In the event that CANON does not
         correct the deficiency within such period, Customer shall then have the
         option of terminating this Agreement.

XIV.     LIMIT OF LIABILITY

         Except for acts of gross negligence or willful misconduct, or for CANON
         indemnification obligations arising as a result of a breach by CANON of
         its confidentiality obligations set forth in Article XII
         ("Confidentiality Obligations"), no party shall be liable for an amount
         greater than the insurance amounts stated in Section X if such claim is
         covered by insurance, or $1,000,000 if any such claim is not covered by
         insurance, whichever is greater; except that in the event of physical
         loss or damage of document, envelopes or packages, CANON's liability
         shall be limited to $100 per document, envelope or package. Except for
         any CANON indemnification obligations arising as a result of a breach
         by CANON of its Confidentiality Obligations, and either party's gross
         negligence or willful misconduct, in no event shall any party be liable
         to the other for consequential or indirect damages.

XV.      TERM AND TERMINATION

         A.       Unless sooner terminated pursuant to the terms hereof, this
                  Agreement shall continue for a period of five (5) years from
                  the date set forth in Exhibit A as the commencement date of
                  the Services. The term of this Agreement shall be
                  automatically renewed on a month-to-month basis unless
                  terminated by Customer or CANON by giving notice to CANON or
                  Customer, respectively, at least ninety (90) days prior to the
                  end of the initial term or thirty (30) days prior to the end
                  of any renewal term thereof.

         B.       In addition to any other rights that CANON may have, CANON
                  shall have the right to terminate this Agreement immediately,
                  at any time, if either of the following events occurs:

                  1.       Customer fails to make timely payment of any amount
                           due hereunder, and default continues for a period of
                           ten (10) days after written notice of such default to
                           Customer; or


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<PAGE>
                  2.       Customer files a petition in bankruptcy, or is
                           adjudicated a bankrupt, or a petition in bankruptcy
                           is filed against Customer and not discharged within
                           thirty (30) days, or Customer becomes insolvent or
                           makes an assignment for benefit of its creditors or
                           an arrangement pursuant to any bankruptcy law, or a
                           receiver is appointed for it or its business.

         C.       In addition to any other rights that Customer may have,
                  Customer shall have the right to terminate this Agreement
                  immediately, at any time, if either of the following events
                  occurs:

                  1.       CANON materially breaches its obligations under this
                           Agreement;

                  2.       CANON does not substantially perform the services set
                           forth in Exhibit A in a manner reasonably consistent
                           with performance standards of the facilities
                           management industry and such performance is not cured
                           in accordance with Article XIII.

                  3.       CANON files a petition in bankruptcy, or is
                           adjudicated a bankrupt, or a petition in bankruptcy
                           is filed against CANON and not discharged within
                           thirty (30) days, or CANON becomes insolvent or makes
                           an assignment for benefit of its creditors or an
                           arrangement pursuant to any bankruptcy law, or a
                           receiver is appointed for it or its business.

                  4.       CANON fails to reasonably agree to the written
                           performance standards to be developed by CANON and
                           Customer governing the performance of Services
                           hereunder.

         D.       Upon termination of this Agreement for any reason, by either
                  party, the following shall apply with respect to the Business
                  Service Center and the Equipment.

                  1.       If the Business Service Center is located at the
                           Customer's facility, CANON shall, within two weeks
                           after the effective date of termination, remove
                           Equipment owned by CANON from the Business Service
                           Center at its own cost and risk. Customer shall take
                           no action to prevent or delay CANON's removal of such
                           Equipment; provided that CANON shall comply with
                           Customer's reasonable policies and procedures when on
                           Customer's premises. After removing its equipment,
                           CANON shall have no further responsibility with
                           respect to the Business Service Center or Customer's
                           facility, except for those obligations that survive
                           termination of this Agreement.

                  2.       Customer agrees to (i) assume all obligations of
                           CANON under any rent, lease, purchase or maintenance
                           agreements for Equipment held by CANON to provide the
                           Services; provided that Customer may retain control
                           and possession of such Equipment upon termination of
                           this Agreement; (ii) reimburse CANON for all costs of
                           supplies purchased to provide the Services, after
                           which reimbursement, said supplies shall be
                           transferred to and become the property of Customer;
                           and (iii) pay to CANON any other direct costs
                           incurred by CANON as a result of the termination of
                           this Agreement; provided that such termination does
                           not occur pursuant to Article XV.C. of this
                           Agreement.

                  3.       In the event that this Agreement expires by its terms
                           and is not renewed by the parties, Customer agrees to
                           assume all obligations of CANON under any rent,
                           lease, or maintenance agreements for Equipment held
                           by CANON to provide the Services that extend beyond
                           the date of expiration of this Agreement; provided
                           that Customer may retain control and possession of
                           such Equipment upon expiration of this Agreement.


                                       6
<PAGE>
         E.       Termination of this Agreement shall not relieve either party
                  of the obligation to pay any amounts due, or to give any
                  credit due, for Services rendered prior to the effective date
                  of termination. Articles XI, XII, and XIV through XIX shall
                  survive termination of this Agreement.


XVI.     FORCE MAJEURE

         No party hereto shall be liable for delay or non-performance in the
         delivery or the rendering of services hereunder which results from
         causes beyond its control, including but not limited to natural
         disasters, war, riot, civil unrest, labor disputes or other similar
         types of situations.

XVII.    EXHIBITS

         The following Exhibits are attached hereto and are specifically make a
         part hereof:

                           Exhibit A  -  Services
                           Exhibit B  -  Business Service Center
                           Exhibit C  -  Equipment
                           Exhibit D  -  Prices
                           Exhibit E  -  Performance Standards

         Any Exhibit may be amended or augmented only by the mutual written
         consent of the parties. Any such amended Exhibit shall be attached
         hereto and shall form thereon be considered a part of this Agreement.

XVIII.   NOTICES

         All statements, notices and other communications to be given hereunder
         (other than requests from Customer for Services) shall be in writing
         and, unless otherwise provided, shall be deemed to have been duly given
         when delivered in person or when deposited in the U.S. Mail, postage
         prepaid, property addressed, registered or certified mail, return
         receipt requested, to the address as set forth below, or to such other
         address or addresses may be designated in writing by notice given to
         the other party pursuant to this paragraph.

         If to CANON:

         Director
         CANON Business Services
         125 Park Avenue, 7th Floor
         New York, NY  10017

         If to Reuters:

         Reuters America Inc.

         The Reuters Building

         Three Times Square

         New York, New York  10036

         Attn:

         With a copy to:  General Counsel


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<PAGE>
         If to Instinet:

         Instinet Corporation

         The Reuters Building

         Three Times Square

         New York, New York  10036

         Attn:

XIX.     Miscellaneous

         A.       This Agreement supersedes all prior written or verbal
                  agreements, understandings and discussions between the
                  parties. This Agreement is entire in and of itself and cannot
                  be changed or terminated orally. No modification of this
                  Agreement shall be binding unless signed by the party against
                  whom it is sought to be enforced.

         B.       If any provision of this Agreement is held to be invalid or
                  unenforceable, such invalidity or unenforceability shall not
                  invalidate this Agreement as a whole, but this Agreement shall
                  be construed as though it did not contain the particular
                  provision or provisions held to be invalid or unenforceable.

         C.       No waiver shall be deemed to be made by any party of any of
                  its rights hereunder unless the same shall be in a writing
                  signed by the waiving party, and any waiver shall be a waiver
                  only with respect to the specific instance involved and shall
                  in no way impair the rights or the obligations of any party in
                  any other respect at any other time.

         D.       The Agreement shall be governed and construed in accordance
                  with the laws for the State of New York.

         E.       No party shall make any public announcement regarding the
                  existence or subject matter of this Agreement without the
                  other parties' prior written approval and consent.

         F.       This Agreement and the rights granted and obligations
                  undertaken hereunder may not be transferred, assigned or
                  delegated, by operation of law or otherwise, in any matter by
                  either without prior written consent; provided, however, that
                  prior written consent will not be required if this Agreement
                  is assigned by Customer to a person or entity who acquires
                  substantially all of its assets, stock or business by sale,
                  merger or otherwise or to an affiliate of Customer.


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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.


         CANON BUSINESS SERVICES, INC.

         By:
                  --------------------------------------------

         Name:             Valerie Belli
                  --------------------------------------------

         Title:            Director
                  --------------------------------------------


         REUTERS AMERICA INC.


         By:
                  --------------------------------------------
         Name:
                  --------------------------------------------

         Title:
                  --------------------------------------------


         INSTINET CORPORATION


         By:
                  --------------------------------------------
         Name:
                  --------------------------------------------

         Title:
                  --------------------------------------------


                                       9
<PAGE>
                           BUSINESS SERVICES AGREEMENT

                      EXHIBIT A - SERVICES TO BE PROVIDED
================================================================================

1.       GENERAL REQUIREMENTS

         CANON will establish Business Services that will provide the following:

                  -        Convenience Copier and Fleet Management

         CANON will train and work with end users to ensure that the services
         offered are fully utilized. CANON will provide personnel to ensure that
         the services provided are performed in accordance with the Customer's
         described requirements.

2.       HOURS OF OPERATION

         CANON will operate the Fleet Management from 9 A.M to 5 P.M. CANON
         shall observe the Customer's holiday schedule.

         CANON will provide personnel for overtime work or work beyond regular
         working hours, when workload requires, on weekends and Customer's
         holidays at rates set forth in Exhibit D.

3.       COMMENCEMENT DATE

         To be determined by mutual agreement with the Customer.

         Fleet:
         Date July 1, 2001_____________________________________


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<PAGE>
                           BUSINESS SERVICES AGREEMENT

                       EXHIBIT B - BUSINESS SERVICE CENTER
================================================================================

LOCATION OF CENTER:

The Reuters Building
-------------------------------

3 Times Square
-------------------------------

New York, NY   10036
-------------------------------


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<PAGE>
                           BUSINESS SERVICES AGREEMENT

                              EXHIBIT C - EQUIPMENT
================================================================================

1.       EQUIPMENT TO BE PROVIDED BY CANON:

                  Fleet:

                  -   41 imageRUNNER 600's (Copy and Print Capabilities)
                  -   3  imageRUNNER 400's (Copy and Print Capabilities)
                  -   1  imageRUNNER 300's (Copy and Print Capabilities)
                  -   1  imageRUNNER 210 (Copy and Print Capabilities)


                                       12
<PAGE>
                           BUSINESS SERVICES AGREEMENT

                               EXHIBIT D - PRICES
================================================================================


                                                                   
MONTHLY MANAGEMENT FEE     FLEET:                                     $21,641.00
                                                                      ----------
MONTHLY LABOR                                                         $ 2,663.00
                                                                      ----------

(REUTERS MANAGEMENT FEE    FLEET:                                     $10,478.00
                           LABOR                                       $1,331.50)

(INSTINET MANAGEMENT FEE   FLEET:                                     $11,169.00
                           LABOR                                       $1,331.50)



         -  All personnel (1 Site Representative)
         -  All staffing/benefits costs per employee
         -  All administrative costs associated with recruiting, hiring,
            training and billing
         -  All performance standards developed between the Customer and CANON
         -  Operational procedures guide including performance standards,
            activity reports, etc.
         -  Technology as described in EXHIBIT C
         -  500,000 Black & White Impression Fleet
         -  Back-up support costs
         -  Management support costs
         -  All maintenance and toners included

VARIABLE PRICING:

         -  Black & White Overage @ $ .011
         -  Color Overage @ $N/A
         -  Customer approved overtime: Weekdays @ 24 per hour; weekends and
            holidays @ 34 per hour


                                       13
<PAGE>
                                    EXHIBIT E

                              PERFORMANCE STANDARDS


                                       14
<PAGE>
                                   APPENDIX A

                                 ACKNOWLEDGMENT

         I, _______________________, [INSERT NAME] hereby agree that I will not
be eligible either to participate in any employee benefit plans maintained by
Customer (or any of its affiliates) or to receive any fringe benefits during the
period of time I am assigned by CANON to provide services for Customer, or with
respect to any of my assignments by CANON to Customer. I agree that even if a
court, government agency or any other tribunal determines that Customer and I
have had a common law employer-employee relationship, I will still be bound by
this Acknowledgment and will not be entitled to receive from Customer or have
Customer provide on my behalf any different or additional pay, or any benefits,
insurance coverage, tax payments, or withholding, or compensation of any kind. I
hereby knowingly and voluntarily waive any right to claim any such benefits or
payments on the ground of the performance of services for Customer through
CANON.

         _____________________________
         PRINT NAME

         _____________________________
         SIGNATURE

         _____________________________
         DATE


                                       15
<PAGE>
                                   APPENDIX B

                                 CODE OF CONDUCT


                                       16
<PAGE>
                                   APPENDIX C

                            CONFIDENTIALITY AGREEMENT

         CONFIDENTIALITY Agreement entered into as of ______________, 2001 by
and between __________________, and _______________ a ________ corporation, with
offices at ____________________________________, ("Canon Business Services").

         A.       Reuters / Instinet and Canon Business Services each will have
access to certain information concerning the operation of each other's business.

         B.       Each of Reuters / Instinet and Canon Business Services is
willing to provide the other Party with information concerning its business and
operations, provided that such other Party keeps any and all such information
confidential on the terms hereinafter set forth. (The Party providing such
information is sometimes referred to as a "Providing Party," and the Party
receiving such information is sometimes referred to as a "Receiving Party.")

         NOW, THEREFORE, in consideration of the mutual premises and promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and as a condition to the
disclosure of the information, Reuters / Instinet and Canon Business Services
agree as follows:

1.       Provision of Confidential Matter. The Providing Party expects to
         provide and/or disclose to the Receiving Party certain information,
         which may be written or oral, which the Providing Party deems
         confidential and proprietary, including, without limitation, customer
         names, business plans, financial information, projections, plans,
         flowcharts, sketches, software, data, other technical or business
         information and/or information relating to marketing plans and/or
         forecasts, development plans and/or current, future, proposed or
         unannounced products, and/or service capabilities, whether or not such
         information is labeled as confidential or proprietary at the time it is
         provided or disclosed (collectively, the "Confidential Matter.")

         Confidential Matter does not include (a) information which was in the
         Receiving Party's possession, without restriction, prior to its
         disclosure to the Receiving Party by the Providing Party, as evidenced
         in writing, (b) information which lawfully enters the public domain
         without violation of this Confidentiality Agreement by the Receiving
         Party, (c) information which the Receiving Party lawfully receives from
         a third party without restriction, without violation by the Receiving
         Party of this Confidentiality Agreement and (d) information which was
         independently developed by the Receiving party without any use of the
         Confidential Matter.


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<PAGE>
2.       Non-Disclosure. The Receiving Party shall maintain as confidential and
         shall not disclose the Confidential Matter in whole or in part,
         directly or indirectly, to any other individual, firm, corporation or
         government authority, except (i) as set forth in Paragraph 4 and (ii)
         as may be required by law or any regulatory body or court provided
         that, prior to complying with any such judicial, administrative,
         regulatory body or court proceeding, the Receiving Party will (a) use
         its best efforts to give the Providing Party prompt notice of such
         request so that it may seek an appropriate protective order or other
         remedy and (b) consult with the Providing Party as to the advisability
         of taking legally available steps to resist or narrow such a request.
         The Receiving Party will cooperate fully with the Providing Party in
         obtaining such an order or other remedy. If in the absence of an
         appropriate protective order or other remedy the Receiving Party is
         nonetheless legally required to disclose Confidential Matter, the
         Receiving Party may make such disclosure without liability hereunder,
         provided that the Receiving Party use its best efforts to give the
         Providing Party written notice of the information to be disclosed as
         far in advance of its disclosure as is practicable and, upon the
         Providing Party's request and at its expense, shall use its best
         efforts to obtain reasonable assurances that confidential treatment
         will be accorded such information.

3.       Use of Confidential Matter. Following the receipt of Confidential
         Matter, the Receiving Party shall:

         (a)      use at least the same degree of care, but in no event less
         than reasonable care, to protect the Confidential Matter as is used by
         the Receiving Party with respect to its own confidential and
         proprietary information; and

         (b)      use the Confidential Matter only for the following purpose or
         as may subsequently be agreed between the Receiving Party and the
         Providing Party:

4.       Representatives of the Receiving Party. Notwithstanding the
         restrictions set forth in Paragraph 2, the Receiving Party may furnish
         the Confidential Matter to any of its directors, officers, employees,
         agents or advisors (including, without limitation, attorneys,
         accountants, consultants, bankers and financial advisors),
         (collectively, "Representatives") who need to know such information for
         the purpose set forth in Paragraph 3(b), provided that such
         Representatives are instructed to keep such information confidential in
         accordance with this Confidentiality Agreement. Reuters / Instinet may
         furnish the Confidential Matter to any Representatives of its
         Affiliates who need to know such information for the purpose set forth
         in Paragraph 3(b) The Receiving Party shall be responsible for any
         breach of this Confidentiality Agreement by any of its Representatives,
         and in the case of Reuters / Instinet, Representatives of its
         Affiliates, and agrees, at its sole expense, to take all reasonable
         measures (including but not limited to court proceedings) to restrain
         its Representatives from prohibited or unauthorized disclosure or use
         of the Confidential Matter.

5.       No Other Rights. Nothing contained in this Confidentiality Agreement
         shall be construed as granting or conferring any rights by license or
         otherwise in any Confidential Matter.


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<PAGE>
6.       Announcements and Publicity.

         Canon Business Services and Reuters / Instinet shall not publicly
         announce or disclose to any other party, corporation, organization or
         person of any kind the existence or terms of this Confidentiality
         Agreement without the prior written consent of the other Party.

7.       Return of Confidential Matter. At any time after termination of
         discussions by either Party to this Confidentiality Agreement with
         respect to a possible transaction, upon the Providing Party's request,
         the Receiving Party will promptly (and in no event later than five (5)
         days after such request) redeliver or cause to be redelivered to the
         Providing Party all copies of written Confidential Matter furnished to
         the Receiving Party or its Representatives and destroy or cause to be
         destroyed all summaries, compilations or extracts of all Confidential
         Matter in the possession of the Receiving Party or its Representatives
         (such destruction to be confirmed in writing) provided that, if the
         Receiving Party's work papers contain any Confidential Matter, such
         work papers shall not be required to be returned or destroyed but the
         Receiving Party shall maintain and use such work papers in accordance
         with Paragraphs 2 and 3 of this Agreement.

8.       Remedies. The Receiving Party acknowledges that the remedies at law for
         the breach of the covenants contained in this Confidentiality Agreement
         are inadequate and that the Providing Party shall be entitled to
         injunctive relief for any such breach. Nothing contained herein shall
         be construed as limiting the Providing Party's right to any other
         remedies at law, including the recovery of damages.

9.       Severability. In the event that any court having competent jurisdiction
         shall determine that one or more of the covenants contained in this
         Confidentiality Agreement shall be unreasonable in any respect, then
         such covenant shall be deemed limited and restricted to the extent that
         such court shall deem it to be reasonable, and as so limited or
         restricted shall remain in full force and effect. In the event that any
         such covenant or covenants shall be deemed wholly unenforceable, the
         remaining covenants shall remain in full force and effect. The Parties
         intend that the terms and provisions of this Confidentiality Agreement
         be given the broadest possible interpretation to protect the interests
         of the Providing Party hereunder.

10.      Assignment. This Confidentiality Agreement shall not be assigned
         without the prior written consent of the other Party, the grant or
         withholding of which shall be in such Party's sole discretion, and any
         purported assignment in violation hereof shall be null and void.


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11.      Governing Law. This Confidentiality Agreement shall be governed and
         construed in accordance with the laws of the State of New York without
         regard to the choice of law principles thereof and shall benefit and be
         binding upon the Parties and their respective successors and permitted
         assigns. Each of the Parties agrees to submit to the jurisdiction of
         the federal courts for the Southern District of New York and of the
         Supreme Court of the State of New York for New York County with respect
         to any action or proceeding arising out of this Confidentiality
         Agreement. The Parties agree that any service of process to be made
         with respect to any action or proceeding arising out of this
         Confidentiality Agreement may be made by certified mail, return receipt
         requested, addressed to the Party at the address set forth at the
         beginning of this Confidentiality Agreement.

12.      Term. The Parties agree that this Confidentiality Agreement binds the
         Parties from the date set forth on page one of this Confidentiality
         Agreement and shall continue indefinitely.


                                       20
<PAGE>
         IN WITNESS WHEREOF, the signatory for each Party has signed this
Confidentiality Agreement in duplicate originals and certifies that he or she
has the authority to bind such Party to this Confidentiality Agreement.

                                            [Reuters / Instinet]


                                            By: ________________________________
                                                NAME:
                                                TITLE:

                                            [Canon Business Services]


                                            By: ________________________________
                                                NAME:
                                                TITLE:


                                       21

Source: OneCLE Business Contracts.