EXHIBIT 10.19

                               SOFTWARE AGREEMENT

                                 BY AND BETWEEN

                              IDT HORIZON GT, INC.
                             11 BROADWAY, SUITE 332
                               NEW YORK, NY 10004

                                       AND

                                  eSpeed, INC.
                              110 EAST 59TH STREET
                            NEW YORK, NEW YORK 10022
















This Software Agreement (this "Agreement") is by and between IDT HORIZON GT,
INC., 11 Broadway, Suite 332, New York, NY 10004 ("Horizon") and eSpeed, Inc.,
110 East 59th Street, New York, NY 10022 ("eSpeed") and is effective February
___, 2006 ("Effective Date").


         The following are part of this Agreement:

               Schedule A - Prices & Payment Terms
               Schedule B - Maintenance & Other Services
               Schedule C - Description of the Software Identified in Schedule A
               Schedule D - Bondfire Platform Hardware & Environment

In consideration of the mutual promises and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties have
executed this Software Agreement through their duly authorized representatives
on the Effective Date.


    IDT HORIZON GT, INC.               eSpeed, Inc.

    By:  /s/ Alan Schwab               By:   /s/ Stephen M. Merkel
       ------------------------------      ------------------------------------
       Name:  Alan Schwab                  Name:  Stephen M. Merkel
       Title: Chief Executive Officer      Title: Executive Vice President,
                                                  General Counsel and Secretary




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1        DEFINITIONS

1.1      "ACCEPTANCE DATE" means the first Business Day after Customer accepts
         the Software or it is deemed accepted pursuant to the Section entitled
         Acceptance.

1.2      "ACCEPTANCE PERIOD" means the 30-day period commencing on the
         Installation Date, as such period may be extended pursuant to the
         Section entitled Acceptance.

1.3      "AFFILIATE" shall mean, with respect to any entity, a business entity
         controlling, controlled by or under common control with such entity.

1.4      "BUSINESS DAY" means any day other than a Saturday or Sunday on which
         Federal Reserve Bank of New York is open for business.

1.5      "CORRECTION" means a modification to the Software to resolve one or
         more Errors.

1.6      "CUSTOMER" means eSpeed and its Affiliates.

1.7      "ERROR" means an instance of failure of the Software to be Operative. A
         "Minor Error" is an Error that does not make continued use of the
         Software impossible or, in the opinion of Customer and Horizon, highly
         impracticable. All other Errors are "Major Errors".

1.8      "INSTALLATION" means the completion of the installation of the Software
         and the corresponding training of Customer's employees.

1.9      "INSTALLATION DATE" means the date of the Business Day following the
         day on which Horizon notifies Customer that Horizon has completed
         installing the Software.

1.10     "LICENSE" means either a Paid-Up License or a Rental License, as the
         case may be.

1.11     "MAINTENANCE COVERAGE PERIOD" means 8:00 a.m. to 5:00 p.m. local New
         York time on all Business Days.

1.12     "NEW PRODUCT" means any new computer program that Horizon makes
         available to its customers for an additional license fee and Horizon
         does not make available as part of Maintenance Services as described in
         Schedule B.

1.13     "OPERATIVE" means substantially conforming in all material respects to
         performance levels and functional specifications described in this
         Software Agreement, including Schedule C.

1.14     "PAID-UP LICENSE" means a perpetual license to use the Software subject
         to the terms of this Agreement after paying the License Fee defined in
         Schedule A.

1.15     "SERVICES" and "MAINTENANCE SERVICES" mean the services described in
         Schedule B.

1.16     "SOFTWARE" means the computer programs, including Upgrades, identified
         in Schedule A and more fully described in Schedule C, that Customer
         acquires and Horizon delivers from time to time on the terms and
         conditions of this Agreement.

1.17     "SUPPORT SERVICES" is defined in Schedule B.

1.18     "UPDATE" means new program code that Horizon implements and provides to
         the Customer to correct Errors or to improve performance of the
         Software, or a revised version or release of the Software which may
         incidentally improve its functionality.

1.19     "UPGRADE," means a new version or release to improve functionality of
         the Software or to add functional capabilities that Horizon makes
         generally available to its customers who have licensed the use of the
         Software and are covered by Maintenance Services as described in
         Schedule B.

1.20     "WARRANTY PERIOD" means the 30-day period commencing on the Acceptance
         Date, if applicable.

2        LICENSE.

2.1      PAID-UP LICENSE. Upon payment in full of the License Fee (as defined in
         Schedule A) for the Software item, Customer shall have a perpetual,
         nonexclusive, non-transferable, and fully-paid license ("Paid-Up
         License") to such Software pursuant to the terms and conditions of this
         Agreement.

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2.2      RESTRICTIONS. The Software shall be used at the Customer's Software
         Locations identified in Schedule A. Use of the Software shall be
         restricted to processing of repo trades in Customer's product
         offerings. Customer and its Affiliates may not provide the Software or
         its use for the processing of the business of any other person, firm or
         entity in any manner or form.

3        COPIES. Customer may copy the Software only for backup, hot backup or
         stand-by redundant systems, testing, and archival purposes and may make
         a reasonable number of copies of documentation delivered by Horizon
         consistent with the permitted use of the Software. Customer agrees to
         reproduce Horizon or third party proprietary notices in any permitted
         copies, modifications, or partial copies.

4        PRICE, PAYMENT, AND TAXES.

4.1      LICENSE FEE. Customer shall pay Horizon the applicable License Fee in
         accordance with Schedule A upon the execution and delivery of this
         Agreement.

4.2      INSTALLATION FEE. There is no fee for installation of the Software.
         Horizon shall install the Software for no additional consideration.

4.3      MAINTENANCE FEE. There is no fee for Horizon's providing the
         Maintenance Services described in Schedule B. Horizon shall provide the
         Maintenance Services for no additional consideration.

4.4      TAXES. Customer shall, in addition to any other amounts payable under
         this Agreement, pay directly all sales, use, and other taxes, national,
         state, or otherwise, however designated, which are levied or imposed by
         reason of the transactions contemplated by this Agreement except for
         taxes imposed or based upon the income of Horizon. Without limiting the
         foregoing, Customer shall promptly pay to Horizon an amount equal to
         any such items actually paid, or required to be collected or paid by
         Horizon.

5        OTHER SUPPORT SERVICES. Horizon shall provide additional services on an
         as-available basis, at then-current rates for the requested services.
         Current rates, subject to change without notice, are set forth in
         Schedule A. Horizon may adjust those rates in accordance with Schedule
         A: Prices & Payment Terms.

6        EXPENSE REIMBURSEMENT. Customer shall reimburse Horizon for all
         reasonable pre-authorized out-of-pocket phone, travel, hotel or other
         expenses incurred in connection with Horizon's provision of all
         services hereunder.

7        CUSTOMER RESPONSIBILITIES. Customer is responsible for timely provision
         of appropriate hardware and third party software listed on Schedule D,
         Bondfire Platform Hardware and Environment except that specifically
         stated to be provided by Horizon. If Customer engages Horizon to
         provide Support Services or other Professional Services described in
         Schedule B, Maintenance & Other Services, Customer will provide, on a
         mutually agreeable schedule, timely and accurate information, timely
         access to appropriate Customer personnel and equipment, qualified
         Customer personnel for training and trained personnel for acceptance
         testing, prompt payment upon proper invoice and prompt notice of
         approvals or acceptances or of deficiencies upon Horizon's request for
         approval or acceptance.

8        TITLE TO SOFTWARE AND CONFIDENTIALITY.

8.1      TITLE. Customer acknowledges Horizon's statement that the Software
         (including any modifications or enhancements thereto) and any software
         delivered by Horizon under this or any other agreement, as well as all
         related documentation, is proprietary to Horizon or third parties.
         Customer undertakes to treat the Software and other materials supplied
         by Horizon to Customer as proprietary to Horizon and as valuable and
         confidential trade secret materials of Horizon or third parties.
         Customer shall not directly or indirectly through third parties copy,
         reverse engineer, or otherwise misappropriate any part of the Software,
         or distribute or transfer the Software to any person except as provided
         herein.

8.2      CONFIDENTIALITY.

8.2.1    The parties acknowledge that all information (including the terms and
         conditions hereof) of a material nature (1) marked as confidential and
         disclosed by either party to the other, or (2) which, even if not
         marked as confidential, comes to the attention of either party or its
         employees, officers, agents, contractors or advisors
         ("Representatives") during the course of work pursuant to the terms of
         this Agreement, is confidential information ("Confidential
         Information"). The parties

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         further agree that Confidential Information includes, without
         limitation, any software proprietary to Horizon and Customer client
         records. Each party acknowledges the other party's statements that
         Confidential Information constitutes a valuable asset of and is
         proprietary to the party disclosing or originally possessing it. The
         parties and their Representatives shall keep strictly confidential any
         Confidential Information which is disclosed or of which the other party
         or their Representatives become aware. Neither party shall disclose
         Confidential Information or knowingly permit its Representatives to
         disclose Confidential Information to any person other than its
         Representatives or to any person among its Representatives not having a
         specific need to know in performance of the work. Each party shall take
         reasonable care to insure fulfillment of this obligation, including
         instructing its Representatives not to sell, lease, assign, transfer,
         use outside their scope of employment or reveal any Confidential
         Information without prior written consent of the other party.
         Notwithstanding the foregoing, Customer may without the consent of
         Horizon disclose the terms and conditions of this Agreement, and may
         file a copy thereof, to the extent required in connection with
         Customer's filings under the Securities Exchange Act of 1934, as
         amended.

8.2.2    If a subpoena or other legal process in any way concerning information
         of a party ("Discloser") disclosed in connection with this Agreement is
         served upon the other party ("Recipient"), the Recipient shall notify
         the Discloser immediately, and the Discloser shall cooperate with the
         Recipient, at the Discloser's expense, in any lawful effort to contest
         the validity of such subpoena or other legal process.

8.2.3    The obligations of confidentiality in this Section shall survive
         termination or expiration of this Agreement and shall not apply to any
         information which a party has in its possession when disclosed to it by
         the other party, information which a party independently develops,
         information which is or becomes known to the public other than by
         breach of this Agreement or information rightfully received by a party
         from a third party without the obligation of confidentiality.

8.3      Customer may disclose the Software to its own employees and
         subcontractors who have the need to know in exercising Customer's right
         to use the Software provided that such employees and subcontractors
         have agreed to observe in substance the obligations of Customer set
         forth in the preceding paragraph 8.2. Subject to the terms of this
         Agreement, any other disclosure requires Horizon's prior written
         consent.

9        ACCEPTANCE.

9.1      During the Acceptance Period, Customer shall perform whatever
         acceptance tests on the Software it may wish to confirm that the
         Software is Operative. If Customer discovers during the applicable
         Acceptance Period that any Software is not Operative, Customer shall
         notify Horizon in writing of all the deficiencies in sufficient detail
         to permit Horizon to reproduce them. Horizon, at its own expense, shall
         modify, repair, adjust or replace the Software to make it Operative
         within 30 days after Horizon's receipt of Customer's deficiency notice.
         Customer may perform additional acceptance tests during a period
         commencing when Horizon has delivered revised Software correcting all
         the deficiencies Customer has noted. This restarted Acceptance Period
         shall have a duration of 30 days, unless Customer earlier accepts the
         Software in writing. If the Software, at the end of the Acceptance
         Period as so extended, has a Major Error, and Horizon is not able to
         effect a solution or workaround within a reasonable period of time (not
         to exceed 48 hours), then Customer may terminate this Agreement or, at
         its option, accept the Software. If Customer does not notify Horizon of
         acceptance or rejection of the Software, it shall be deemed accepted at
         the end of the Acceptance Period extended pursuant to this paragraph.
         If not previously accepted, the Software shall also be deemed accepted
         when used in commercial production purposes.

9.2      Customer shall use the procedure in this Section to determine
         acceptance of New Products. If Customer finds a New Product not to be
         Operative and rejects it, Customer shall have no obligation to pay the
         license fee for such New Product, and Horizon shall continue to support
         the version or release of the Software that Customer has installed for
         at least one year after any such rejection. If Horizon develops any
         Enhancement pursuant to a Work Order for Customer at the Support
         Services Rates set forth in Schedule A, Customer shall pay Horizon's
         charges at such Support Services Rates for a reasonable amount of time
         expended to fix bugs in such Enhancement during any applicable

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         Acceptance Period; NO WARRANTY PERIOD APPLIES TO ANY SUCH ENHANCEMENT.

10       TRAINING AND USE OF TRAINED PERSONNEL. Customer shall limit use and
         access to the Software to employees trained in the use of the Software.
         Initial training shall be provided in accordance with the terms of
         Schedule B: Maintenance & Other Services. Additional training shall be
         provided, if requested by Customer, in accordance with Horizon's
         then-current education and training policy and fees. Such training
         shall be provided at a mutually agreed location at the fees specified
         in Schedule A.

11       WARRANTY AND LIMITATION OF LIABILITY.

11.1     WARRANTY.

11.1.1   The Software shall be and shall remain Operative (a) from completion of
         installation through the end of the Warranty Period and (b) at all
         times that Software is under maintenance or rental. The remedies for
         breach of this warranty are specified in Paragraph 11.4.

11.1.2   The Software and any media used to distribute it shall not, to the
         knowledge of Horizon, contain at delivery any computer instructions,
         circuitry or other technological means ("Harmful Code") whose purpose
         or result is to disrupt, damage or interfere with Customer's use of its
         computer and telecommunications facilities for their commercial, test
         or research and development purposes.

11.1.3   The Software will be fully Operative on the Bondfire Platform as
         described in Schedule D.

11.2     Horizon warrants that it has obtained and shall maintain the full power
         and authority to grant the rights herein granted without the further
         consent of any other person. The sole remedies for breach of this
         warranty are specified in Paragraph 11.6

11.3     THE WARRANTIES IN PARAGRAPHS 11.1 AND 11.2 ARE LIMITED WARRANTIES AND
         THEY ARE THE ONLY WARRANTIES MADE BY HORIZON. HORIZON DOES NOT MAKE AND
         CUSTOMER EXPRESSLY WAIVES ALL OTHER WARRANTIES EXPRESSED OR IMPLIED.
         THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND
         FITNESS FOR A PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTIES ARE IN
         LIEU OF ALL WARRANTIES, LIABILITIES, OR OTHER OBLIGATIONS OF HORIZON
         FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH DELIVERY, USE, OR
         PERFORMANCE OF THE SOFTWARE AND ALL OTHER ITEMS DELIVERABLE HEREUNDER
         AND SERVICES, INCLUDING MAINTENANCE SERVICES, PROVIDED HEREUNDER.

11.4     REMEDY FOR INOPERATIVE SOFTWARE.

11.4.1   Horizon shall during the Warranty Period and thereafter, at its own
         expense, remedy or devise a suitable work-around to correct, as soon as
         reasonably possible, errors reported by Customer in the Software and to
         render the Software Operative, provided that Horizon may correct errors
         which do not have a material adverse effect on Customer's productive
         use of the Software in the next Update, version or release of the
         Software Horizon makes generally available to its customers. This
         remedy is contingent upon Customer's advising Horizon in writing of
         such errors in sufficient detail to enable Horizon to reproduce the
         error and certify its remedy or provision of a suitable work-around.
         Complying with the terms of this paragraph shall be deemed material
         with regard to termination rights in provision 13.1.

11.4.2   Any software furnished under this Agreement identified as third party
         software is furnished on an AS-IS basis, without warranty either
         express or implied, but Horizon will pass through any available
         warranties and indemnities from the third party proprietor. Horizon
         will inform Customer in writing of any such third-party software and
         provide Customer the opportunity to acquire such software itself.
         Horizon shall specify any such third-party software on Schedule D:
         Bondfire Platform Hardware & Environment and Customer shall receive
         thirty (30) days advance notice of installation of such third party
         software.

11.5     LIMITATION OF LIABILITY.

11.5.1   Horizon and Customer each hereby indemnifies the other from any claim
         or damages due to the injury or death of any individual, or the
         physical loss or damage to material real or personal property,
         resulting

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         from the willful or negligent acts or omissions of the indemnifying
         party, its agents or employees. Notwithstanding the foregoing, each
         party excludes any indemnification for lost or damage to any data or
         software under this provision.

11.5.2   NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT,
         CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST
         PROFITS, EVEN IF THE PARTIES HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH
         DAMAGES, EXCEPT (A) AS TO PAYMENTS REQUIRED UNDER THE SECTION OF THIS
         AGREEMENT ENTITLED PATENT AND COPYRIGHT INDEMNITY AND (B) AS TO LOST
         PROFITS AND SIMILAR CONSEQUENTIAL DAMAGES ARISING FROM BREACH OF
         CUSTOMER'S OBLIGATIONS REGARDING THE CONFIDENTIALITY OF THE SOFTWARE
         AND PROTECTION OF HORIZON'S PROPRIETARY RIGHTS IN THE SOFTWARE.
         NOTWITHSTANDING ANYTHING TO THE CONTRARY, HORIZON AND CUSTOMER'S
         LIABILITY TO EACH OTHER UNDER THIS AGREEMENT SHALL NOT EXCEED, IN THE
         AGGREGATE, THE FEES PAID BY CUSTOMER TO HORIZON UNDER THE AGREEMENT.

11.6     INDEMNITY. Subject to the terms an conditions herein, Horizon will, at
         its own expense, defend and indemnify and hold Customer harmless
         against any money judgment awarded against Customer in any claim or
         action brought against Customer by third parties alleging that the
         Software infringes any U.S. patent, or any copyright, trademark, trade
         secret or other proprietary right of any third party, provided that
         Horizon is promptly notified in writing of such claim or action and
         provided that Customer (i) promptly notifies Horizon in writing of such
         claim or action , (ii) reasonably cooperates in the defense and all
         related settlement negotiations, and (iii) agrees that Horizon shall
         have sole control over the litigation or settlement of such claim.
         Customer acknowledges that Horizon shall have no indemnification
         obligations in the event that: (i) Customer has modified the Software
         after receipt form Horizon without prior authorization, (ii) Customer
         combines the Software with other hardware, software or other systems in
         such manner as to prompt the third party action, and (iii) Customer
         uses the Software in a manner not expressly contemplated by the
         documentation accompanying the product. If Horizon or Customer is
         enjoined from using the Software or if Horizon believes that the
         Software is likely to become the subject of a claim of infringement,
         Horizon may, at its option and expense, (1) procure the right for
         Customer to continue to use the Software or replace and modify the
         Software to make it non-infringing, or, (2) terminate the Rental
         License or Paid-Up License, as the case may be, and require return of
         the Software and for Software for which Customer has acquired a Paid-Up
         License, pay the Customer a refund of the Paid-Up License Fee less a
         pro rata amount equal to one sixtieth (1/60) of the Paid-Up License Fee
         for every full month following Customer's acceptance of the Software.
         The indemnities of this section shall not apply to any claim of
         infringement by or resulting from Customer-supplied elements even if
         present in the Software, nor from Customer's modification of the
         Software, nor to the inclusion or incorporation of the Software with
         software not provided by Horizon nor to the use of the Software in a
         manner for which the Software is not designed if such claim would not
         have arisen without such modification, inclusion or incorporation. The
         remedies of this Paragraph are the exclusive remedies for infringement.

12       REMEDIES.

12.1     BREACH OF CONFIDENTIALITY. Each party recognizes that if the other
         party breaches any of its obligations to safeguard the confidentiality
         of the Confidential Information, monetary damages would not adequately
         compensate the other party for the resulting potential injury to the
         other party's business. Each party therefore agrees that the other
         party shall have the right to injunctive relief. Each party will
         vigorously enforce against any employee or consultant (receiving access
         to the Confidential Information) any violation of the confidentiality
         of the Confidential Information or, with respect to the Software,
         Horizon's Intellectual Property rights in the Software.

12.2     NON-PAYMENT. If Customer fails to make any payment as called for by
         this Agreement and does not cure such failure within 30 days after
         written notice of non-payment from Horizon, then Horizon may terminate
         this Agreement

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         and the License without further notice. Nothing in this Agreement shall
         be construed to require Horizon to provide software or services if
         Customer is delinquent in its payment obligations.

12.3     Horizon recognizes that if Horizon breaches any of its obligations to
         safeguard the confidentiality of Customer's client list, monetary
         damages would not adequately compensate Customer for the resulting
         potential injury to Customer's business. Horizon therefore agrees that
         Customer shall have the right to injunctive relief. Horizon will
         vigorously enforce against any employee or consultant (receiving access
         to the Customer's client list through Horizon) any violation of the
         confidentiality of Customer's client list.

13       TERM AND TERMINATION.

13.1     This Agreement is effective from the Effective Date and shall remain in
         force until terminated. Customer may terminate the License at any time
         by destroying the Software together with all copies, modifications, and
         merged portions in any form. This Agreement will also terminate upon
         conditions set forth elsewhere, or either party may terminate this
         Agreement and the License if the other party fails to comply with any
         material term or condition of this Agreement, subject to Section 15.5
         entitled Survival, after receiving written notice of the failure and a
         reasonable time not to exceed 30 days in which to cure such failure.
         Customer agrees upon any termination of this Agreement or the License
         to destroy the Software together with all copies, modifications, and
         merged portions in any form and to send Horizon prompt written
         certification of such destruction.

14       PAYMENT TO CUSTOMER UPON CHANGE IN CONTROL. In the event that, after
         the Effective Date, there is consummated (i) a sale of all or
         substantially all of the assets of Horizon to any person other than an
         Affiliate of Horizon or Sunrise Financial Systems, L.P. or (ii) a
         merger, consolidation, or other transaction which results in any person
         other than an Affiliate of Horizon or Sunrise Financial Systems, L.P.
         being the "beneficial owner" (as defined in Rule 13d-3 under the
         Securities Exchange Act of 1934, as amended) of more than 50% of the
         combined voting power of the voting securities of Horizon or the entity
         surviving such merger or consolidation or any parent thereof (any such
         transaction, a "Change in Control"), Horizon shall pay to Customer an
         amount equal to 23% of the total consideration paid in such
         transaction, up to a maximum of $1,500,000.00 in cash on or prior to
         such Change in Control.

15       GENERAL.

15.1     ENTIRE AGREEMENT. Each party hereto acknowledges that this Agreement
         and its Schedules constitute the complete and exclusive statement of
         the terms and conditions between the parties, which supersedes and
         merges all prior proposals, understandings, and all other agreements,
         oral and written, between the parties relating to this Agreement. This
         Agreement may not be modified or altered except by written instrument
         duly executed by both parties.

15.2     FORCE MAJEURE. No failure, delay or default in performance of any
         obligation of a party to this Agreement shall constitute an event of
         default or a breach of this Agreement, to the extent that such failure
         to perform, delay or default arises out of a cause, existing or future,
         that is beyond the control and without negligence of the party
         otherwise chargeable with failure, delay or default.

15.3     CHOICE OF LAW. This Agreement and performance hereunder shall be
         governed by the internal laws and not the laws governing conflicts of
         laws of the State of New York, including all applicable federal
         statutes, and any dispute arising out of this Agreement shall be
         maintained in the courts located in the State of New York, which courts
         shall have exclusive jurisdiction for such purposes.

15.4     ENFORCEABILITY. If any provision of this Agreement is invalid under any
         applicable statute or rule of law, it is to that extent to be deemed
         omitted.

15.5     SURVIVAL.

15.5.1   If either party fails to observe, keep or perform any material term or
         condition of this Agreement, or if a voluntary or involuntary petition
         is commenced by or against either party under the Bankruptcy Act or a
         party becomes insolvent, or should any substantial part of either
         party's property be subject to any levy, seizure, assignment,
         application or sale for or by any creditor or governmental agency, the
         other party may terminate this Agreement in whole or in part. The party
         seeking to terminate this Agreement shall give the other party written
         notice of any of the

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         foregoing claimed to be a basis for termination, and the Agreement
         shall terminate 30 days after receipt of the notice if the party
         receiving the notice has then failed to correct or remedy the
         situation.

15.5.2   If a voluntary or involuntary petition is commenced by or against
         Horizon under the Bankruptcy Act, or Horizon becomes insolvent, or any
         substantial part of Horizon's property becomes subject to any levy,
         seizure, assignment, application or sale for or by any creditor or
         governmental agency, or a receiver should be appointed for Horizon,
         Customer shall continue to have a right and license to use, reproduce,
         modify, enhance and produce derivative works for their own use for any
         purpose permitted under this Agreement from any Software licensed to
         Customer hereunder, provided that Customer shall have no greater rights
         in the Software after occurrence of any such event than before, and
         provided further that all applicable confidentiality and nondisclosure
         provisions of this Agreement shall continue in full force and effect
         and provided further that the Customer shall not be late in any
         payments due pursuant to this Agreement.

15.5.3   All provisions of this Agreement, which by their nature must survive
         termination in order to achieve the fundamental purposes of this
         Agreement, the preceding paragraph and the provisions of the Sections
         entitled Indemnity, Title to Software and Confidentiality, Warranty and
         Limitation of Liability shall survive any termination of this
         Agreement.

15.6     NO WAIVER. The wavier or failure of either party hereto to exercise in
         any respect any right provided for herein shall not be deemed a waiver
         of any further right hereunder.

15.7     ASSIGNMENT. Horizon may assign this Agreement to any successor to all
         or substantially all of Horizon's business. Customer may assign this
         Agreement in its entirety to an Affiliate, provided that such assignee
         is able to and does fulfill the obligations of the assignor.

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