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LIST OF DISCLOSURE SCHEDULES

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 21^st  day of June, 2005, by and between Refco Group Ltd., LLC, a Delaware limited liability company (“Purchaser”), and Cargill, Incorporated, a Delaware corporation (the “Parent”).  Certain capitalized terms used herein are defined in Article I.

W I T N E S S E T H:

WHEREAS, each of Cargill Investor Services, Inc., a Delaware corporation (“CIS”), CIS Holdings, Inc., a Delaware corporation (“CIS Holdings” and, together with CIS, the “US Entity Shareholders”), Cargill PLC, a private limited company organized in the United Kingdom (“Cargill PLC” or the “UK Entity Shareholder” and, together with the US Entity Shareholders, the “Shareholders”), Cargill Investor Services (Singapore) Pte. Ltd., a Singapore corporation (“CIS Singapore”), CIS Financial Services, Inc., a Delaware corporation (“CIS Financial”), CIS Management Inc., a Delaware corporation (“CIS Management”), CIS Securities, Inc., a Delaware corporation (“CIS Securities” and, together with CIS, CIS Singapore, CIS Financial and CIS Management, the “Asset Sellers”) are direct or indirect wholly owned (or in the case of Cargill PLC, majority owned) subsidiaries of Parent;

WHEREAS, subject to the terms and conditions of this Agreement, Purchaser wishes to purchase from the US Entity Shareholders, and Parent wishes to procure that the US Entity Shareholders shall sell to Purchaser, all of the issued and outstanding shares of capital stock of each of CIS Investments, Inc., a Delaware corporation (“CIS Investments”), CIS Managed Assets, Inc., a Delaware corporation (“CIS Managed Assets”) and CIS Cash Management, Inc., a Delaware Corporation (“CIS Cash Management”);

WHEREAS, subject to the terms and conditions of this Agreement, Purchaser wishes to purchase from Cargill PLC, and Parent wishes to procure that Cargill PLC shall sell to Purchaser, all of the issued and outstanding shares of capital stock of Cargill Investor Services Limited, a corporation organized under the laws of England and Wales (“CIS Limited”);

WHEREAS, subject to the terms and conditions of this Agreement, Purchaser wishes to purchase from the Asset Sellers, and Parent wishes to procure that the Asset Sellers shall sell to Purchaser, all of the Assets, and Purchaser is willing to assume all of the Assumed Obligations; and

WHEREAS, as a condition to the Purchaser’s willingness to enter into this Agreement, Parent is willing to make certain representations and warranties and undertake certain covenants, agreements and other obligations, in each case as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, the parties agree as follows:

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(b)           any adjustment provided for in Section 12.11; and

(c)           the Post Closing Payment.

“Affiliate” shall mean, with respect to any specified Person, (a) any other Person that, directly or indirectly, owns or controls, is under common ownership or control with, or is owned or controlled by, such specified Person, (b) any other Person that is a director, officer or partner, or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, of the specified Person or a Person described in clause (a) of this paragraph, (c) another Person of which the specified Person is a director, officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (d) another Person in which the specified Person has a substantial beneficial interest or as to which the specified Person serves as trustee or in a similar capacity or (e) any relative or spouse of the specified Person or any of the foregoing Persons, any relative of any such spouse or any spouse of any such relative.

“Agreed Terms” shall mean, in relation to any document, that document in the terms agreed between the parties and signed and initialed for identification purposes only by or on behalf of such parties prior to the execution of this Agreement.

“Agreement” shall mean this Purchase and Sale Agreement, including all exhibits and schedules hereto, as it may be amended from time to time in accordance with its terms.

“Assignment and Assumption Agreement” shall mean the assignment and assumption agreement, to be entered by and among each Asset Seller and Purchaser, substantially in the form agreed to by Parent and Purchaser.

“Assignment and Assumption of Lease” shall mean the assignment and assumption agreement, to be entered into with respect to each Real Property Lease to which any Asset Seller is party, by and between Purchaser and the applicable Subject Entity, substantially in the form agreed to by Parent and Purchaser.

“Bill of Sale” shall mean the bill of sale, to be executed by each Asset Seller in favor of Purchaser, substantially in the form agreed to by Parent and Purchaser.

“Business” shall mean the business, as previously, currently and proposed to be conducted by any of the Subject Entities, of (a) clearing or executing futures, options on futures, and securities, (b) acting as broker/dealer of foreign exchange transactions, (c) operating collective investment vehicles principally engaged in the trading of futures, options on futures, and foreign exchange, (d) financing of futures, options on futures, and foreign exchange transactions for unaffiliated Persons, and (e) operating cash management programs.

“Business Day” shall mean any day of the year other than (a) any Saturday or Sunday or (b) any other day on which banks located in New York and London are authorized or obligated to be closed for business.

“Cash” shall mean all cash, certificates of deposits and bank deposits, together with all accrued but unpaid interest thereon.

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“Cash Equivalents” shall mean all securities and other instruments eligible for investment of customer funds under the Commodity Exchange Act and the rules and regulations promulgated thereunder.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

“Closing” shall mean the consummation of the transactions contemplated herein in accordance with Article 10.

“Closing Date” shall mean the date on which the Closing occurs or is to occur.

“Code” shall mean the United States Internal Revenue Code of 1986, as amended.

“Contract” shall mean any contract, lease, sales order, purchase order, agreement, warranty, indenture, mortgage, note, bond, right, warrant or instrument, whether written or verbal (and any and all amendments thereto).

“Current Liabilities” means all current liabilities of the Subject Entities that would appear on a balance sheet of each such Subject Entity prepared in accordance with GAAP.

“Debt” shall mean any (a) indebtedness for borrowed money or any obligations evidenced by bonds, debentures, notes or other similar instruments, any bank overdrafts or any capitalized lease obligations (including all such indebtedness for borrowed money, obligations and bank overdrafts set forth on Schedule 1.1(a)(i)), and all interest thereon and fees and other expenses related thereto, (b) obligations issued or assumed as the deferred purchase price of property or services (including all such obligations set forth on Schedule 1.1(a)(ii)), and all interest thereon and fees and other expenses related thereto, and (c) severance amounts payable to any current or former employee of any Subject Entity (including all such severance amounts set forth on Schedule 1.1(a)(iii)) and all interest thereon and fees and other expenses related thereto, in the case of each of clauses (a), (b) and (c), that (i) is owed to any Person by any Subject Entity, or (ii) is secured by a Lien on any Shares, any assets or properties of the Subject Entities, or any Assets.

“Dollars” or numbers preceded by the symbol “$” shall mean amounts in United States Dollars.

“Draft 2005 Financial Statements” shall mean the unaudited financial statements of each of the Non-Fund Entities as of and for the twelve (12) month period ended May 31, 2005, consisting of (a) the balance sheets of such Non-Fund Entities as of May 31, 2005 as set forth on Schedule 1.1(b), (b) the related statements of operations and retained earnings (deficit) for the twelve (12) month period ended May 31, 2005 as set forth on Schedule 1.1(c), and (c) the related statements of cash flows for the twelve(12) month period ended May 31, 2005 as set forth on Schedule 1.1(d) (in the case of each of clauses (a), (b) and (c), including narratives discussing the results of operations for the aforementioned periods).

“Employees” shall mean all individuals employed by the Asset Sellers primarily in connection with the operation of the Business and all individuals employed by the Acquired

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Corporations or any Acquired Corporation Subsidiary (including, in each case, those who are actively employed or on leave, disability or other absence from employment) immediately prior to Closing.

“Environmental Law” shall mean any Law that imposes liability or standards of conduct concerning, or otherwise relates to, discharges, emissions, releases or threatened releases of noises, odors or any pollutants, contaminants or hazardous or toxic wastes, substances or materials, whether as matter or energy, into ambient air, water or land, or otherwise relating to the manufacture, processing, generation, distribution, use, treatment, storage, disposal, cleanup, transport or handling of pollutants, contaminants or hazardous or toxic wastes, substances or materials, including CERCLA, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Toxic Substances Control Act of 1976, as amended, the Federal Water Pollution Control Act Amendments of 1972, as amended, the Clean Water Act of 1977, as amended, any so-called “Superfund” or “Superlien” Law (including those already referenced in this definition) and any other Law having a similar subject matter.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” shall mean, with respect to any Person, any corporation, trade or business that, together with such Person, is a member of a controlled group of corporations or a group of trades or businesses under common control within the meaning of sections 414(b) or (c) of the Code.

“Expense Synergy Amount” shall mean an amount equal to: (i) the sum of the sales, general and administrative expenses and employee compensation expenses of the Business, in each case as reflected on the compiled, combined, consolidating statements of operations and retained earnings (deficit) for the twelve (12) months ended May 31, 2005 (as derived from the statement of operations and retained earnings (deficit) of the Non-Fund Entities for the twelve (12) months ended May 31, 2005 included within the 2005 Financial Statements) (the “2005 Combined Earnings Statement”), as adjusted in accordance with the Pro Forma Calculation Principles, minus (ii) the expenses associated with the operation of the Business by Purchaser for the twelve (12) month period ending on the second anniversary of the Closing Date; provided, however, that if such amount is a negative number, the Expense Synergy Amount shall be deemed to be zero.  For the avoidance of doubt, employee compensation expenses attributable to Transferred Employees that are not engaged in the Business after the Closing shall be excluded from the amount calculated pursuant to clause (ii) of the preceding sentence.

“Financial Statements” shall mean (a) the 2004 Financial Statements, (b) the Interim Financial Statements and (c) the 2005 Financial Statements.

“FSA” shall mean the Financial Services Authority.

“FSA Rules” shall mean the rules and regulations issued by the FSA from time to time

“FSMA” shall mean the Financial Services and Markets Act 2000.

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“Funds” shall mean each of IDS Managed Futures, L.P., a Delaware limited partnership, IDS Managed Futures II, L.P., a Delaware limited partnership, JWH Global Trust, a Delaware statutory trust, Strategic Partners Diversified Fund, LLC, a Delaware limited liability company, Strategic Partners Diversified Master Fund, Ltd., a British Virgin Islands company, and Strategic Partners Diversified (BVI) Fund, Ltd., a British Virgin Islands company.

“GAAP” shall mean United States generally accepted accounting principles as in effect on any applicable date.

“Governmental Authority” shall mean the government of the United States or any foreign country or any state or political subdivision thereof and any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court, tribunal, grand jury, arbitrator, Self-Regulatory Organization or any other quasi-governmental entity established to perform such functions.

“Hazardous Substance” shall mean any material, substance, constituent, waste, compound or other matter that (a) constitutes a hazardous substance, toxic substance or pollutant (as such terms are defined by, pursuant to, or result in liability under, any Environmental Law) or (b) is regulated or controlled as a hazardous substance, toxic substance, pollutant or other regulated or controlled material, substance or matter pursuant to any Environmental Law.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indemnitee” shall mean the Person or Persons entitled to, or claiming a right to, indemnification under Article 12.

“Indemnitor” shall mean the Person or Persons claimed by the Indemnitee to be obligated to provide indemnification under Article 12.

“Information and Records” of any Person shall mean all books and records (other than minute books and corporate records and including accounting and other financial books and records), files, databases, plans, specifications, technical information, confidential information, price lists, promotional materials, advertising copy and data, marketing research and information, competitive analyses, customer impact analyses, sales records, service records, Tax records, customer lists and files (including customer credit, collection, deposit and complaint information), customer profiles and other customer information, vendor lists and files, and all other proprietary information of such Person.

“Intellectual Property” shall mean all United States and foreign patents (including continuations, continuations-in-part, reissues and re-examinations thereof) and patent applications; Marks; copyrights and copyright registrations (and applications for registration of the same); domain names; trade secrets; computer data (including formulations and analyses), computer programs and software (in source code and object code form) and firmware and all related programming, user and systems documentation; inventions, processes and designs (whether or not patentable or reduced to practice); know-how and formulae; and all other intellectual property rights and assets.

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“Interim Financial Statements” shall mean the unaudited financial statements of each of the Non-Fund Entities as of and for the nine (9) month period ended February 28, 2005, consisting of (a) the balance sheets of such Subject Entities as of February 28, 2005, (b) the related statements of operations and retained earnings (deficit) for the nine (9) month period ended February 28, 2005, and (c) the related statements of cash flows for the nine (9) month period ended February 28, 2005 (in the case of each of clauses (a), (b) and (c), including narratives discussing the results of operations for the aforementioned periods).

“IRS” shall mean the United States Internal Revenue Service.

“Law” shall mean any law, statute, regulation, ordinance, rule, order, decree, judgment, injunction, common law, consent decree, settlement agreement or governmental requirement enacted, promulgated, entered into, agreed or imposed by any Governmental Authority.

“License” shall mean any permit, license, approval, consent or other authorization required or granted by any Governmental Authority.

“Lien” shall mean any lien (except for any lien for Taxes not yet due and payable), encumbrance, mortgage, charge, restriction, pledge, security interest, option, lease, sublease or right of any third party.

“Loss” or “Losses” shall mean any and all losses, liabilities, costs, claims, damages, penalties and expenses (including attorneys’ fees and expenses and costs of investigation and litigation).  In the event any of the foregoing are indemnifiable hereunder, the terms “Loss” and “Losses” shall include any and all attorneys’ fees and expenses and costs of investigation and litigation incurred by the Indemnitee in enforcing such indemnity.

“Marks” shall mean registered and unregistered trade names, trademarks, service names, service marks and logos (and applications for registration of the same) and all goodwill associated therewith.

“Material Adverse Effect” shall mean an effect (or circumstance involving a prospective effect) on the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of any of the Acquired Corporations, together with the Acquired Corporation Subsidiaries, the Funds, the Assets or the Business, taken as a whole, that is materially adverse or that reduces any such entity’s ability to consummate the transactions contemplated hereby; provided, that in each case a “Material Adverse Effect” will not be deemed to include effects or circumstances resulting from (a) general economic, business, political or financial conditions that do not have a materially disproportionate effect on any Asset Seller, the Assets or the Business, (b) the announcement of the transactions contemplated by this Agreement or (c) any action taken or omitted to be taken pursuant to the terms of this Agreement.

“Measurement EBITDA” shall mean the earnings before long-term interest, taxes, depreciation and amortization derived from the operation of the Business as conducted by Purchaser for the twelve month period ending on the second anniversary of the Closing Date.  For the avoidance of doubt, returns on investment relating to First Capitol shall be excluded from the calculation of Measurement EBITDA.

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“Net Asset Amount” shall mean, as of any date, the result of (i) the sum of (A) the Cash, Cash Equivalents and assets of the type listed on Schedule 1.1(e) attached hereto of the Acquired Corporations and the Acquired Corporation Subsidiaries (other than First Capitol) and (B) the Cash, Cash Equivalents and assets of the type listed on Schedule 1.1(e) attached hereto of the Asset Sellers that are included within the Assets, minus (ii) the sum of (A) the Current Liabilities of the Acquired Corporations and the Acquired Corporation Subsidiaries (other than First Capitol) and (b) the Current Liabilities of the Asset Sellers included within the Assumed Obligations.

“Non-Fund Entities” shall mean, collectively, the Asset Sellers, the Acquired Corporations and the Acquired Corporation Subsidiaries.

“Person” shall mean any individual, corporation, proprietorship, firm, partnership, limited partnership, limited liability company, trust, association, Governmental Authority or other entity.

“Post Closing Enterprise Value” shall mean an amount equal to: (i) the sum of (A) the Measurement EBITDA, minus (B) an amount equal to 50% of the Expense Synergy Amount; multiplied by (ii) eight.

“Post Closing Payment Amount” shall mean an amount equal to: (i) the Post Closing Enterprise Value; minus (ii) $208 million; provided, however, that in the event that such result is (A) less than $67 million, the Post Closing Payment Amount shall be, and shall be deemed to be, $67 million, and (B) greater than $192 million, the Post Closing Payment Amount shall be, and shall be deemed to be, $192 million.

“Pre-Closing Tax Period”  shall mean (a) any Tax period ending on or before the close of business on the Closing Date and (b) in the case of any Tax period that includes, but does not end on, the Closing Date, the portion of such period up to and including the Closing Date.

“Pro Forma Calculation Principles” shall mean the principles set forth on Schedule 1.1(f).

“Purchaser Indemnified Parties” shall mean Purchaser and each of its Affiliates (including, after the Closing, the Acquired Corporations, the Acquired Corporation Subsidiaries and the Funds), and their respective officers, directors, employees, agents and representatives; provided, that in no event shall any Seller or Parent be deemed a Purchaser Indemnified Party.

“Related Agreement” shall mean any Contract that is or is to be entered into at the Closing or otherwise pursuant to this Agreement.  The Related Agreements executed by a specified Person shall be referred to as “such Person’s Related Agreements,” “its Related Agreements” or another similar expression.

“Representatives” shall mean, with respect to any Person, such Person’s Affiliates and its officers, directors, managers, advisors and other representatives.

“Restricted Business” shall mean the business of (a) clearing or executing futures, options on futures, and securities, (b) acting as broker/dealer of foreign exchange transactions, (c) operating collective investment vehicles principally engaged in the trading of futures, options on futures, and foreign

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exchange, (d) financing of futures, options on futures, and foreign exchange transactions for unaffiliated Persons, and (e) operating cash management programs in connection with any of the foregoing.

“Self-Regulatory Organization” shall mean the National Association of Securities Dealers, Inc., the American Stock Exchange, the National Futures Association, the Chicago Mercantile Exchange, the Chicago Board of Trade, the New York Stock Exchange, Inc., any national securities exchange (as defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), any other securities exchange, futures exchange, contract market, commodities market, clearinghouse or corporation or other similar federal, state or foreign self-regulatory body or organization.

“Sellers” shall mean, collectively, the Shareholders and the Asset Sellers.

“Shares” shall mean, collectively, (a) all of the issued and outstanding shares of common stock, $100.00 par value per share, of the CIS Managed Assets, (b) all of the issued and outstanding shares of common stock, $100.00 par value per share, of CIS Investments, (c) all of the issued and outstanding shares of common stock,$.01 par value per share, of CIS Cash Management, and (d) all of the issued shares in the capital of CIS Limited, details of which are given in Schedule 1.1(g).

“Subject Entities” shall mean, collectively, the Asset Sellers, the Acquired Corporations, the Acquired Corporation Subsidiaries and the Funds.

“Subsidiary” means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, of which (i) such Person or any other Subsidiary of such Person is a general partner or (ii) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is, directly or indirectly, owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and any one or more of its Subsidiaries.

“Taxes” shall mean all taxes, charges, fees, duties, levies or other assessments, including income, gross receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, unclaimed property, escheat, value added, license, payroll, unemployment, environmental, customs duties, capital stock, disability, stamp, leasing, lease, user, transfer, fuel, excess profits, occupational and interest equalization, windfall profits, severance and employees’ income withholding and Social Security taxes imposed by any Governmental Authority, and such term shall include all applicable interest, penalties or additions to tax including any penalties and additions to taxes relating to the failure to comply with tax reporting obligations including the reporting obligations described in Treasury Regulation Section 1.6011-4.

“Tax Return” shall mean any report, return, registration, document, declaration, payee statement or other information or filing required to be filed or provided to any Governmental Authority or any Person with respect to Taxes.

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“Tax Statute of Limitations Date” shall mean the close of business on the 60th day after the expiration of the applicable statute of limitations with respect to Taxes, including any extensions thereof (or if such date is not a Business Day, the next Business Day).

“Tax and Benefits Warranty” shall mean a representation or warranty in Section 5.16 or 5.21.

“Title and Authorization Warranty” shall mean a representation or warranty in Section 5.1, 5.2, 5.3, 5.4, 5.7, 5.27, 6.1, 6.2, 6.3 or 6.5 and the representations and warranties set forth in Parts 1 and 2 of the UK Warranties Schedule.

“Transition Services Agreement” shall mean a transition services agreement to be entered into by and between Parent and Purchaser as a condition to the Closing, pursuant to which Parent will, or will cause its Affiliates to, provide, for a term of 120 days after Closing, such services (i) as Parent and/or its Affiliates currently provide to the Subject Entities and (ii) as Purchaser may reasonably request.  The Transition Services Agreement shall provide that all services provided by Parent and/or its Affiliates shall be provided at cost, and shall otherwise contain usual and customary terms.

“UK Auditors” shall mean KPMG Audit PLC.

“UK Companies Act” shall mean the UK Companies Act of 1985.

“UK Employees” shall mean the Employees of CIS Limited.

“UK Pension Scheme” shall mean the Cargill Pension Plan.

“UK Property” shall mean the leasehold property located at Level 5, 2 More London Riverside, London SE1, as more particularly described in Schedule 1.1(h).

“UK Warranties Schedule” shall mean the schedule attached hereto setting forth the representations and warranties of Purchaser as to CIS Limited and the Shares of CIS Limited.

1.2           Other Definitions.  In addition to the terms defined in Section 1.1, certain other terms are defined elsewhere in this Agreement, and, whenever such terms are used in this Agreement, they shall have their respective defined meanings, unless the context expressly or by necessary implication otherwise requires.  The definitions of terms of general applicability are set forth in the sections listed below.

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1.3           Interpretation.  The headings preceding the text of Articles and Sections included in this Agreement and the headings to Schedules attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement.  The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement.  The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively.  Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually.  Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect at the time that

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the Asset Sellers to assign and transfer to Purchaser, and Purchaser shall take assignment of, all of the Asset Sellers’ title, right and interest in and to all of the Contracts to which the Asset Sellers are a party and that relate to, in whole or in part, other Assets or that are used or held for use in, primarily related to or necessary for the Business and that Purchaser has reviewed and agreed to accept (all such Contracts are referred to herein collectively as the “Assumed Contracts”), including the following:

(i)            Personal Property Leases.  All leases to or by any Asset Seller of personal property, which leases or leased personal property relate to, in whole or in part, other Assets or are used or held for use in, primarily related to or necessary for the Business (collectively, the “Transferred Personal Property Leases”), including the Transferred Personal Property Leases set forth on Schedule 3.2(a)(i);

(ii)           Customer Contracts.  All customer Contracts and other Contracts for the sale or provision by any Asset Seller of goods and/or services, which Contracts or goods and/or services relate to, in whole or in part, other Assets or are used or held for use in, primarily related to or necessary for the Business (collectively, the “Transferred Customer Contracts”), including the Transferred Customer Contracts set forth on Schedule 3.2(a)(ii), but excluding the customer Contracts relating to the Excluded Customer Accounts;

(iii)          Vendor Contracts.  All purchase orders and other Contracts for the purchase by any Asset Seller of goods and/or services, which Contracts or goods and/or services relate to, in whole or in part, other Assets or are used or held for use in, primarily related to or necessary for the Business (collectively, the “Transferred Vendor Contracts”), including the Transferred Vendor Contracts set forth on Schedule 3.2(a)(iii);

(iv)          Intellectual Property Licenses.  All agreements for the license to or by any Asset Seller of any Intellectual Property, which agreements or Intellectual Property are held for use in, primarily related to or necessary for the Business and set forth on Schedule 3.2(a)(iv)  (collectively, the “Transferred Intellectual Property Licenses”);

(v)           Real Property Leases.  The Real Property Leases to which any Asset Seller is party;

(vi)          Non-Disclosure Obligations.  All non-disclosure, confidentiality and similar obligations owed to any Asset Seller to the extent related to the Assets or used or held for use in, primarily related to or necessary for the Business, including all rights with respect to any obligation of any current or former employee of the Business owed to any Asset Seller to maintain the confidentiality of proprietary information of the Business;

(vii)         Claims.  All warranties, indemnities, claims and rights against third parties given to, assigned to or benefiting any Asset Seller in connection with the Assets or the Business;

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(viii)        Employee Non-Compete Obligations.  All rights with respect to any obligation of any current employee or former employee of the Business owed to any Asset Seller to refrain from competing with the Business; and

(ix)           Other Contracts.  All other Contracts set forth on Schedule 3.2(a)(ix).

(b)           Assignment of Licenses.  Except as provided in Section 3.3, and subject to the terms and conditions of this Agreement, at and as of the Closing, the Asset Sellers shall assign and transfer to Purchaser, and Purchaser shall take assignment of, all of the Asset Sellers’ title, right and interest in and to all of the Licenses that relate to, in whole or in part, other Assets or are used or held for use in, primarily related to or necessary for the Business (collectively, the “Assumed Licenses”), including the Assumed Licenses set forth on Schedule 3.2(b).

Notwithstanding anything contained herein or otherwise to the contrary, this Agreement shall not constitute an agreement to assign any Contract or License or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment thereof, without the consent of a third party thereto, would constitute a breach or violation thereof and if such a consent is not obtained at or prior to the Closing, in which case the provisions of Section 7.4(b) shall apply, provided that this sentence shall not limit or otherwise affect the terms of Section 5.3, 6.3, 8.4 or 9.4.

3.3           Excluded Assets.  Notwithstanding the terms of Sections 3.1 and 3.2 or anything else contained herein or otherwise to the contrary, the following assets of the Asset Sellers shall be retained by the Asset Sellers, are not being sold or assigned to Purchaser hereunder and do not constitute Assets, Assumed Contracts or Assumed Licenses (all of the following are referred to herein collectively as the “Excluded Assets”):

(a)           Cash.  All Cash, except as provided in Section 3.1(j);

(b)           Corporate Records.  All minute books and corporate records of the Asset Sellers;

(c)           Intercompany Agreements.  All Contracts between any Asset Seller (on the one hand) and any other Asset Seller or any Affiliate of any other Asset Seller, including the Parent (on the other hand) (other than those Contracts explicitly set forth on Schedule 3.2(a)(ix) prepared by Purchaser and delivered to Parent not later than the later of (i) 30 Business Days after the date hereof or (ii) 15 Business Days after Parent’s delivery of all of the Deferred Schedules);

(d)           Intercompany Accounts Receivables.  All accounts receivable owed to any Asset Seller by any other Asset Seller or any Affiliate of any other Asset Seller, including the Parent, other than those accounts receivable incurred in the ordinary course of business;

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(e)           Cargill Marks.  All rights to names which include “Cargill” and any symbols, logos and marks that include “Cargill”, together with any combinations or derivatives thereof.

(f)            Exchange Memberships and Seats.  All exchange memberships and exchange seats, except for those exchange seats required to carry on the Business as currently conducted and listed on Schedule 3.3(f);

(g)           Financing Agreements.  All Contracts relating to the borrowing of funds by, or extension of credit or financing to, any Asset Seller.

(h)           Other Excluded Assets.  All assets of the Asset Sellers set forth on Schedule 3.3(h) prepared by Purchaser and delivered to Parent not later than the later of (i) 30 Business Days after the date hereof or (ii) 15 Business Days after Parent’s delivery of all of the Deferred Schedules;

(i)            Excluded Contracts.  All Contracts of the Asset Sellers set forth on Schedule 3.3(i) prepared by Purchaser and delivered to Parent not later than the later of (i) 30 Business Days after the date hereof or (ii) 15 Business Days after Parent’s delivery of all of the Deferred Schedules (the “Excluded Contracts”);

(j)            Excluded Customer Accounts.  All customer accounts and customer Contracts relating thereto (i) that have an unsecured debit balance at the Closing, and (ii) that are not in compliance at the Closing with applicable Laws relating to margin or with the Purchaser’s margin requirements (the “Excluded Customer Accounts”);

(k)           Contracts Not Conforming to this Agreement.  Unless Purchaser elects otherwise by notice to Parent, (i) any Contracts not disclosed pursuant to Section 5.12 or Section 5.13 that should have been disclosed pursuant thereto, and (ii) any Contracts entered into in violation of Section 7.3(b); and

(l)            Certain Contract Rights.  All rights under the Assumed Contracts to the extent related to any Excluded Obligations.

3.4           Assumed Obligations.  At and as of the Closing, subject to the terms and conditions of this Agreement (including Section 3.5), Purchaser shall assume, and agree to pay, perform, fulfill and discharge, the following obligations of the Asset Sellers (the “Assumed Obligations”):

(a)           Assumed Contracts.  The obligations of the Asset Sellers that are required to be performed, and that accrue, after the Closing under the Assumed Contracts and Assumed Licenses (but excluding any liabilities of the Asset Sellers in respect of a breach by any Asset Seller of or default by any Asset Seller under such Assumed Contracts or Assumed Licenses and any liabilities or obligations arising on or prior to the Closing Date), to the extent such Assumed Contracts and Assumed Licenses, and all rights of the Asset Sellers thereunder, are effectively assigned to Purchaser at the Closing pursuant to Section 3.2; and

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4.2           Payment of Non-Competition Payment.  In consideration for Sellers’ and Parent’s agreement to be bound by the Non-Competition Covenants in accordance with Article 14, at and as of the Closing, Purchaser shall pay the Parent an amount equal to $12,500,000 (the “Non-Competition Payment”).

4.3           Purchase Price Adjustment.

(a)           One Business Day prior to the Closing Date, Parent shall deliver to Purchaser the following items: (i) a compiled, combined, consolidating balance sheet of the Non-Fund Entities as of the close of business on the Business Day immediately preceding the Closing Date prepared in accordance with GAAP consistent with the practices used to prepare the 2004 Balance Sheets (the “Estimated Closing Date Balance Sheet”) and an adjusted version of the Estimated Closing Date Balance Sheet, adjusted in accordance with the Pro Forma Calculation Principles, and (ii) a certificate of Parent setting forth Parent’s calculation of the Net Asset Amount as of such date along with a schedule setting forth the components thereof.

(b)           As promptly as practicable, but no later than 60 days after the Closing Date, Purchaser will cause to be prepared and delivered to Parent the following items: (i) a compiled, combined, consolidating balance sheet of the Non-Fund Entities as of the close of business on the Closing Date prepared in accordance with GAAP consistent with the practices used to prepare the 2004 Balance Sheets (the “Closing Date Balance Sheet”) and an adjusted version of the Closing Date Balance Sheet, adjusted in accordance with the Pro Forma Calculation Principles (as so adjusted, the “Final Closing Date Balance Sheets” and, together with the Closing Date Balance Sheet, the “Closing Balance Sheet”), and (ii) a certificate of Purchaser setting forth Purchaser’s calculation of the Net Asset Amount as of such date along with a schedule setting forth the components thereof.  The Closing Balance Sheets shall be prepared in accordance with the same accounting policies and practices used to prepare the 2004 Balance Sheets, except as would be inconsistent with GAAP, and in the case of the Final Date Balance Sheet, subject to the Pro Forma Calculation Principles.

(c)           Parent may dispute Purchaser’s calculation of the Net Asset Amount (including any aspect of the preparation of the Closing Balance Sheets) by delivering a notice of its objection (the “Net Asset Objection Notice”) to Purchaser within 30 days following delivery of the Closing Balance Sheets.  Any Net Asset Objection Notice delivered pursuant to this Section shall specify in reasonable detail the nature and dollar amount of any disagreement.

(d)           During the 15 days following delivery of a Net Asset Objection Notice, the parties shall use good faith, commercially reasonable efforts to resolve in writing any differences they may have with respect to the matters specified in the Net Asset Objection Notice.  At the end of such 15-day period, the parties shall submit to Ernst & Young, LLP, or such other nationally recognized independent accounting firm mutually agreeable to Purchaser and Parent (the “Accounting Firm”), for review and resolution of all matters that were included in the Net Asset Objection Notice and remain unresolved notwithstanding efforts undertaken pursuant to this Section 4.3(d), and the Accounting

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Firm shall make a final determination as to whether the Closing Balance Sheets or the Net Asset Amount requires adjustment.  The Accounting Firm shall deliver its determination to Purchaser and Parent as promptly as practicable but in any event within 45 days.  Such report shall be final and binding upon Parent and Purchaser, in the absence of manifest error.  The costs, fees and expenses of the Accounting Firm retained pursuant to this Section 4.3(d) shall be split equally between the Parent and Purchaser.

(e)           The “Final Net Asset Amount” shall be:

(i)            The Net Asset Amount in the event that (x) no Net Asset Objection Notice is timely delivered to Purchaser pursuant to Section 4.3(c), or (y) the parties so agree;

(ii)           The Net Asset Amount, adjusted in accordance with the Net Asset Objection Notice, in the event that (x) Purchaser does not respond to such Net Asset Objection Notice within the 15-day period following receipt by Purchaser of such Notice, or (y) the parties so agree; or

(iii)          The Net Asset Amount, as adjusted by either (x) the agreement of the parties, or (y) the Accounting Firm in accordance with Section 4.3(d).

(f)            Within three (3) Business Days after the date on which the Final Net Asset Amount is determined:

(i)            if (A) the Final Net Asset Amount is greater than $150 million, and (B) the Net Asset Amount minus the aggregate amount of assets of the type reflected on Schedule 1.1(b) is equal to or greater than $110 million (in such event, the amount by which the Final Net Asset Amount exceeds $150 million being hereinafter referred to as the “Purchase Price Increase Amount”), then Purchaser shall pay to the Parent (as representative for the Asset Sellers and Shareholders) the Purchase Price Increase Amount; or

(ii)           if either (A) the Final Net Asset Amount is less than $150 million, or (B) the Net Asset Amount minus the aggregate amount of assets of the type reflected on Schedule 1.1(b) is less than $110 million (the greater of the deficiencies calculated in (A) or (B) being hereinafter referred to as the “Purchase Price Reduction Amount”), then Parent shall pay to Purchaser the Purchase Price Reduction Amount.

(g)           Parent agrees to pay to Purchaser any and all amounts payable to Purchaser by Parent or Sellers pursuant to this Section 4.3.

(h)           All payments made hereunder shall be made in accordance with Section 15.5 and to such account or accounts as the receiving party shall designate in writing to the paying party.

(i)            The parties hereto agree that the finalization of the Closing Date Adjustment Materials pursuant to this Section 4.3 shall in no way limit any right of any

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Purchaser Indemnified Party to be indemnified by Parent pursuant to Section 12.2 (including the right of any Purchaser Indemnified Party to be indemnified by Parent for any breach of or any inaccuracy in any representation or warranty set forth in Section 5.5).

4.4           Post-Closing Payment.

(a)           As promptly as practicable, but no later than 60 days after the second anniversary of the Closing Date, Purchaser will cause to be prepared and delivered to Parent a certificate of Purchaser setting forth Purchaser’s calculation of the Post Closing Payment Amount.  Within 15 days following the delivery of the certificate, Parent may request that the Accounting Firm audit the calculation of the Post Closing Payment Amount.  The Accounting Firm shall deliver an audit report to Purchaser and Parent as promptly as practicable but in any event within 45 days of the request for the audit.  The cost of such audit shall be borne equally by both Purchaser and Parent; provided, however, that if Parent disputes Purchaser’s calculation of the Post Closing Payment Amount and delivers a Post Closing Payment Objection Notice to Purchaser pursuant to Section 4.4(b), the cost associated with such audit shall be allocated as set forth in clauses (i) and (ii) of the last sentence of Section 4.4(c).

(b)           Parent may dispute Purchaser’s calculation of the Post Closing Payment Amount by delivering a notice of its objection (the “Post Closing Payment Objection Notice”) to Purchaser within (i) 30 days following delivery of the certificate described above in Section 4.4(a) or (ii) if Parent requests an audit of the Post Closing Payment Amount, 10 days following the Accounting Firm’s delivery of the audit report to Purchaser and Parent.  Any Post Closing Payment Objection Notice delivered pursuant to this Section shall specify in reasonable detail the nature and dollar amount of any disagreement.

(c)           During the 15 days following delivery of a Post Closing Payment Objection Notice, the parties shall use good faith, commercially reasonable efforts to resolve in writing any differences they may have with respect to the matters specified in the Post Closing Payment Objection Notice.  At the end of such 15-day period, the parties shall submit to the Accounting Firm for review and resolution of all matters that were included in the Post Closing Payment Objection Notice and remain unresolved notwithstanding efforts undertaken pursuant to this Section 4.4(c), and the Accounting Firm shall make a final determination as to whether the Post Closing Payment Amount requires adjustment.  The Accounting Firm shall deliver its determination to Purchaser and Parent as promptly as practicable but in any event within 45 days.  Such report shall be final and binding upon Parent and Purchaser, in the absence of manifest error.  The cost of such review and report shall be borne (i) by Purchaser, if the Post Closing Payment Amount, as set forth in Purchaser’s calculation thereof delivered pursuant to Section 4.4(a), is greater than the Post Closing Payment Amount, or (ii) by Parent, if the Post Closing Payment Amount, as set forth in Purchaser’s calculation thereof delivered pursuant to Section 4.4(a), is equal to or less than the Final Post Closing Payment Amount.

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(d)           The “Final Post Closing Payment Amount” shall be:

(i)            The Post Closing Payment Amount in the event that (x) no Post Closing Payment Objection Notice is timely delivered to Purchaser pursuant to Section 4.4(b), or (y) the parties so agree;

(ii)           The Post Closing Payment Amount, adjusted in accordance with the Post Closing Payment Objection Notice, in the event that (x) Purchaser does not respond to such Post Closing Payment Objection Notice within the 15-day period following receipt by Purchaser of such Notice, or (y) the parties so agree; or

(iii)          The Post Closing Payment Amount, as adjusted by either (x) the agreement of the parties, or (y) the Accounting Firm in accordance with Section 4.4(c).

(e)           Within three (3) Business Days after the date on which the Final Post Closing Payment Amount is determined, Purchaser shall pay (the “Post Closing Payment”) to the Parent (as representative for the Asset Sellers and Shareholders) the Post Closing Payment Amount.

4.5           Allocation of Purchase Price.

(a)           The Closing Date Seller Payment shall be allocated among the Shares and the Assets as agreed upon and set forth on Schedule 4.5(a) prepared by the Purchaser and agreed upon by the parties.

(b)           The Closing Date Seller Payment with respect to the Shares shall be allocated to the Shares of CIS Managed Assets, CIS Investments, CIS Cash Management and CIS Limited, and among the respective Shareholders, as agreed upon and set forth on Schedule 4.5(b) prepared by the Purchaser and agreed upon by the parties.

(c)           The Closing Date Seller Payment with respect to the Assets shall be allocated among the Assets and among the Asset Sellers in accordance with a schedule delivered by Purchaser to the Parent within sixty (60) days after the Closing Date, allocating the Closing Date Seller Payment (including the amount of any Assumed Obligations) among the Assets of the Asset Sellers in accordance with Section 1060 of the Code and the regulations thereunder (the “Asset Allocation Schedule”).  If within thirty (30) days of receipt of the Asset Allocation Schedule, the Parent notifies Purchaser in writing that Parent objects to one or more items reflected in the Asset Allocation Schedule, Parent and Purchaser shall negotiate in good faith to resolve such dispute.  If Parent and Purchaser fail to resolve any such dispute within thirty (30) days of Purchaser’s receipt of Parent’s notice, the parties shall submit the dispute for resolution to the Accounting Firm for resolution of the dispute, which resolution shall be final and binding on all parties.  The fees and expenses of the Accounting Firm shall be apportioned between the parties by the Accounting Firm based on the degree to which each party’s claims were unsuccessful and shall be paid by the parties in accordance with such determination.

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(d)           The Non-Competition Payment shall be allocated among Parent and Sellers as agreed upon and set forth on Schedule 4.5(d) prepared by the Purchaser and agreed upon by the parties.

(e)           The parties hereto agree to make appropriate adjustments to Schedule 4.5(a), Schedule 4.5(b) and the Asset Allocation Schedule to reflect any adjustments to the Adjusted Purchase Price (or the Assumed Obligations).  Any such adjustment to the purchase price shall be allocated as provided by Treasury Regulation Section 1.1060-1(c).  Following the Closing, Purchaser and Parent and their respective Affiliates, in connection with their respective U.S. federal, state and local income Tax Returns and other filings (including Internal Revenue Service Form 8594), shall not (and shall cause their Affiliates not to) take any position inconsistent with the allocations set forth on Schedule 4.5(a), Schedule 4.5(b), the Asset Allocation Schedule (as such schedules may be adjusted as contemplated in this Section 4.5(e)) or Schedule 4.5(d).

4.6           Conduct of Business After Closing.

(a)           During the period beginning on the Closing Date and ending on the date of the determination of the Final Post Closing Payment Amount, Purchaser shall:

(i)            use reasonable best efforts to maintain the Information and Records relating to the Business in a manner consistent with good commercial practices and in a manner that will enable Purchaser to calculate the Expense Synergy Amount; and

(ii)           allocate selling, general and administrative expenses to the Business in a manner consistent with the current allocations among Purchaser’s subsidiaries and business units.

(b)           During the period beginning on the Closing Date and ending on the second anniversary of the Closing Date, Purchaser shall provide Parent, no later than 30 days after the last day of each fiscal quarter of the Business, a report of the earnings before long-term interest, taxes, depreciation and amortization derived from the Business during such fiscal quarter, and shall provide Parent with reasonable documentation relating to such report.  In the event that Parent reasonably believes that any report provided pursuant to the immediately preceding sentence is materially deficient, Parent shall have the right, at any time after the first anniversary of the Closing Date, to review the Information and Records solely to enable Parent to assess such reports.

(c)           During the period beginning on the second anniversary of the Closing Date and ending on the date of the determination of the Final Closing Payment Amount, and solely to enable Parent to review Purchaser’s calculation of the Post Closing Payment Amount, Purchaser shall allow Parent reasonable access to the Information and Records relating to the Business.

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transactions contemplated hereby (in the case of Parent only) and thereby, as applicable.  Parent has duly and validly executed and delivered this Agreement and Parent, each Seller and each Subject Entity has duly and validly executed and delivered (or prior to or at the Closing will duly and validly execute and deliver) their Related Agreements.  This Agreement constitutes a legal, valid and binding obligation of Parent, and Parent’s, each Seller’s and each Subject Entity’s Related Agreements upon execution and delivery by Parent, such Seller or such Subject Entity will constitute legal, valid and binding obligations of Parent, such Seller or such Subject Entity, in each case, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that  affect the enforcement of creditors’ rights generally, and by equitable limitations on the availability of specific remedies and by principles of equity.

5.3           Consents and Approvals; Authority Relative to this Agreement.

(a)           Except as set forth on Schedule 5.3, no consent, authorization or approval of, filing or registration with, or cooperation from, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by Parent of this Agreement and the execution, delivery and performance by Parent, each Seller and each Subject Entity of its respective Related Agreements or the consummation by Parent, each Seller and each Subject Entity of the transactions contemplated hereby or thereby, as applicable.

(b)           Except as set forth on Schedule 5.3, the execution, delivery and performance by Parent of this Agreement and the execution, delivery and performance by Parent, each Seller and each Subject Entity of its respective Related Agreements, and the consummation by Parent, each Seller and each Subject Entity of the transactions contemplated hereby and thereby, do not and will not (i) violate any Law applicable to or binding on Parent, any Seller or any Subject Entity or any of their respective assets or properties; (ii) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, result in the creation of any Lien upon any of the assets or properties of Parent, any Seller or any Subject Entity under, or result in or constitute a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Parent, any Seller or any Subject Entity is a party or by which Parent, any Seller or any Subject Entity or any of their respective assets or properties are bound; (iii) permit the acceleration of the maturity of any indebtedness of Parent, any Seller or any Subject Entity or indebtedness secured by their respective assets or properties; or (iv) violate or conflict with any provision of any of the Articles of Incorporation, by-laws or similar organizational instruments of Parent, any Seller or any Subject Entity.

5.4           Capitalization.

(a)           The authorized capital stock of CIS Managed Assets consists of 500 shares of common stock, par value $100.00 per share, of which 500 shares are currently issued and outstanding, all of which are held beneficially and of record by CIS.  The authorized capital stock of CIS Investments consists of 30,000 shares of common stock,

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par value $100.00 per share, of which 10 shares are currently issued and outstanding, all of which are held beneficially and of record by CIS.  The authorized capital stock of CIS Cash Management consists of 100 shares of common stock, par value $0.01 per share, of which 100 shares are currently issued and outstanding, all of which are held beneficially and of record by CIS Holdings.  The shares of CIS Managed Assets, CIS Investments and CIS Cash Management included within the Shares constitute all of the issued and outstanding shares of capital stock of CIS Managed Assets, CIS Investments and CIS Cash Management, respectively.

(b)           All of the Shares (i) are validly issued, fully paid and nonassessable and (ii) are, and when issued were, free of preemptive rights.  The Shares are owned beneficially and of record by the Shareholders, free and clear of any and all Liens, in the amounts set forth above.  There are no shares of capital stock of any Acquired Corporation held in the treasury of such Acquired Corporation and no shares of capital stock of any Acquired Corporation are currently reserved for issuance for any purpose or upon the occurrence of any event or condition.

(c)           The authorized capital stock of each Acquired Corporation Subsidiary, the outstanding shares of capital stock of each Acquired Corporation Subsidiary and the legal and beneficial ownership thereof are accurately set forth on Schedule 5.4(c).  All of the outstanding shares of capital stock of each Acquired Corporation Subsidiary (i) are validly issued, fully paid and nonassessable, (ii) are, and when issued were, free of preemptive rights and (iii) are free and clear of any and all Liens.  CIS Investments is the legal and beneficial owner of all of the general partnership interests in the Funds, free and clear of all Liens, and has good and marketable title to the general partnership interests in the Funds.  The general partnership interests in the Funds were duly authorized and validly issued and are, and when issued were, free of preemptive rights.  The general partnership interests in the Funds are not represented in physical form by any certificate or other similar instrument.  There is no general partnership interest in any Fund currently reserved for issuance for any purpose or issuable upon the occurrence of any event or condition, and there exists no obligation to admit any Person as a general partner of any Fund.

(d)           Except as set forth in Section 5.4(b) and on Schedule 5.4(c), there are no shares of capital stock or other securities (whether or not such securities have voting rights) of the Acquired Corporations or any Acquired Corporation Subsidiary issued or outstanding or any subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character obligating the Shareholders, Acquired Corporations or any Acquired Corporation Subsidiary, or obligating the Shareholders or any of their Affiliates to cause the Acquired Corporations or any Acquired Corporation Subsidiary, to issue, transfer or sell, or cause the issuance, transfer or sale of, any shares of capital stock or other securities (whether or not such securities have voting rights) of the Acquired Corporations or any Acquired Corporation Subsidiary.  There are no outstanding contractual obligations of any Shareholders, any Acquired Corporation or any Acquired Corporation Subsidiary that relate to the purchase, sale, issuance, repurchase, redemption, acquisition, transfer, disposition, holding or voting of any shares of capital stock or other securities of any Acquired Corporations or any Acquired

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Corporation Subsidiary or the management or operation of any Acquired Corporation or any Acquired Corporation Subsidiary.  Except for the Shareholders’ rights as holder of Shares, no Person has any right to participate in, or receive any payment based on any amount relating to, the revenue, income, value or net worth of any Acquired Corporation or any Acquired Corporation Subsidiary or any component or portion thereof, or any increase or decrease in any of the foregoing.

(e)           The assignments, endorsements, stock powers and other instruments of transfer delivered by the Shareholders to Purchaser at the Closing will be sufficient to transfer to Purchaser the entire interest, legal and beneficial, in the Shares and in the general partnership interests in the Funds.  The Shareholders have, and at the Closing will have, full power and authority to convey good and marketable title to all of the Shares and to the general partnership interests in the Funds, and upon transfer by the Shareholders to Purchaser of the certificates representing such Shares and such general partnership interests, Purchaser will receive good and marketable title to such Shares and such general partnership interests, free and clear of any and all Liens.

(f)            The authorized capital stock of First Capitol Group, LLC, a Delaware limited liability company (“First Capitol”), is shown on Schedule 5.4(f).  The Sellers have, prior to the date hereof, provided Purchaser with a true and correct copy of the limited liability company agreement of First Capitol.

5.5           Financial Statements; Undisclosed Liabilities.

(a)           A true, correct and complete copy of the 2004 Financial Statements is set forth on Schedule 5.5(a).  The 2004 Financial Statements (A) have been prepared in accordance with GAAP consistently applied and (B) present fairly in all material respects the financial position, assets and liabilities of each of the Non-Fund Entities as of the date thereof and the results of operations, revenues, expenses and cash flows of each Non-Fund Entity for the respective periods covered thereby.

(b)           A true, correct and complete copy of the Interim Financial Statements is set forth on Schedule 5.5(b).  The Interim Financial Statements (i) have been prepared in accordance with internal financial reporting policies of the Non-Fund Entities consistent with past practice and (ii) present fairly in all material respects the financial position, assets and liabilities of each Non-Fund Entity as of the respective dates thereof and the results of operations, revenues, expenses and cash flows of each Non-Fund Entity for the respective periods covered thereby.

(c)           Once delivered pursuant to Section 7.15, the 2005 Financial Statements (A) will have been prepared in accordance with GAAP consistently applied and (B) will present fairly in all material respects the financial position, assets and liabilities of each of the Non-Fund Entities as of the date thereof and the results of operations, revenues, expenses and cash flows of each Non-Fund Entity for the respective periods covered thereby.

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(d)           The Financial Statements are (or will be, in the case of the 2005 Financial Statements) in accordance with the books and records of the Non-Fund Entities, do not reflect any transactions that are not bona fide transactions and do not contain any untrue information or disclosures of a material nature or omit any material fact necessary to make the information and disclosures contained therein, in light of the circumstances in which they were made, not misleading.

(e)           Except as set forth in the audited balance sheets included in the Financial Statements, the Non-Fund Entities have no liabilities, debts, claims or obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due, other than trade payables and accrued expenses incurred in the ordinary course of business and consistent with past practice since December 31, 2004.

(f)            There is no Debt outstanding.

5.6           No Adverse Effects or Changes.

(a)           Except as set forth on Schedule 5.6, since February 28, 2005, the Subject Entities have conducted their businesses only in the ordinary course and consistent with past practices.

(b)           Without limiting the generality of Section 5.6(a), except as set forth on Schedule 5.6, since February 28, 2005, no Subject Entity has:

(i)            suffered any Material Adverse Effect;

(ii)           suffered any damage, destruction or Loss (other than trading losses in the case of the Funds) to any of its assets or properties (whether or not covered by insurance);

(iii)          taken any action or entered into or authorized any Contract or transaction other than in the ordinary course of business and consistent with past practice;

(iv)          sold, transferred, conveyed, assigned or otherwise disposed of any of its assets or properties, except sales of inventory in the ordinary course of business and consistent with past practice;

(v)           waived, released, settled or canceled any claims against third parties or debts owing to it, or any rights that have any value;

(vi)          made any changes in its accounting systems, policies, principles, practices or methods;

(vii)         entered into, authorized or permitted any transaction with any other Subject Entity or Parent, or any Affiliate of any of them, other than in the ordinary course of business and consistent with past practice;

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(viii)        suffered or permitted the creation of any Lien over any of its assets (including, with respect to the Asset Sellers, any of the Assets);

(ix)           made any borrowings, incurred any debt (other than trade payables in the ordinary course of business and consistent with past practice), or assumed, guaranteed, endorsed (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business and consistent with past practice) or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any other Person, or made any payment or repayment in respect of any indebtedness (other than trade payables, indebtedness pursuant to subordinated loans, or accrued expenses in the ordinary course of business and consistent with past practice);

(x)            made any loans, advances or capital contributions to, or investments in, any other Person;

(xi)           entered into, adopted, amended or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement or entered into any Contract, agreement, commitment or arrangement to do any of the foregoing;

(xii)          acquired or leased any assets outside the ordinary course of business;

(xiii)         acquired, leased or encumbered any assets that are material to any Subject Entity other than in the ordinary course of business and consistent with past practice;

(xiv)        filed any amended Tax Return or any claim for refund of Taxes, amended any payment of Taxes paid by or on behalf of any Subject Entity, waived or extended the statute of limitations in respect of any Taxes, made, revoked, or amended any Tax election (other than the contemplated election to treat CIS Limited as a branch of Cargill PLC for United States federal income tax purposes), changed any method of Tax accounting or Tax procedure or practice, or settled or compromised any claim relating to Taxes;

(xv)         paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any suit or claim of liability against any Subject Entity or any of its respective directors, officers, employees or agents;

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(xvi)        terminated, modified, amended or otherwise altered or changed any of the terms or provisions of any Contract, or paid any amount not required by Law or by any Contract; or

(xvii)       agreed, whether in writing or otherwise, to do any of the foregoing.

(c)           Without limiting the generality of Section 5.6(a), except as set forth on Schedule 5.6, since February 28, 2005, no Acquired Corporation or Acquired Corporation Subsidiary has:

(i)            authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any shares of its capital stock or any other securities of the Acquired Corporation or any Acquired Corporation Subsidiary, or amended any of the terms of any such capital stock or other securities;

(ii)           split, combined or reclassified any shares of its capital stock, declared, set aside or, except as expressly permitted pursuant to Section 7.3, paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or redeemed or otherwise acquired any capital stock or other securities of the Acquired Corporation or any Acquired Corporation Subsidiary; or

(iii)          agreed, whether in writing or otherwise, to do any of the foregoing.

(d)           Without limiting the generality of Section 5.6(a), except as set forth on Schedule 5.6, since December 31, 2004, no Fund has:

(i)            declared, set aside, or paid any distribution (excluding redemptions); or

(ii)           made any material changes in the customary methods of operations of the Fund, including trading strategy, marketing and selling.

5.7           Title to Properties.

(a)           The Acquired Corporations, Acquired Corporation Subsidiaries and Funds, at and as of the Closing, will have good and marketable title to, and will be the lawful owners of, all of the tangible and intangible assets, properties and rights to be reflected in the Final Balance Sheets (as finalized pursuant to Section 4.3), free and clear of any and all Liens.

(b)           The Asset Sellers, at and as of the Closing, will have good and marketable title to, and will be the lawful owners of, all of the Assets, free and clear of any and all Liens.  The Asset Sellers have or will have the full right to sell, convey, transfer, assign and deliver the Assets to Purchaser, subject to obtaining all consents set forth in Schedule

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Property, such entity represents and warrants to Purchaser that, to the knowledge of Parent and Sellers, such improvements were constructed in a manner in accordance with sound construction practice and that there are no material defects or deficiencies in the design, construction, fabrication, manufacture or installation of any such improvements in the Leased Real Property.  To the knowledge of Parent and Sellers, all systems, elements and components of the Leased Real Property (including all machinery, fixtures and equipment, the roof, foundation and structural elements, and the elevator, mechanical, electrical and life safety systems) are in good working order and repair and sound operating condition, subject to ordinary wear and tear and routine maintenance.

(d)           To the knowledge of Parent and Sellers, each Leased Real Property and the activities carried on in all buildings, warehouses, plants, facilities, installations, fixtures and other structures or improvements included as part of, or located on or at, each such Leased Real Property, complies with, is not in violation of, or in conflict with, any Law applicable to or binding on such Leased Real Property or any Subject Entity or any of its respective assets or properties.

(e)           To the knowledge of Parent and Sellers, none of the Leased Real Property is subject to any Lien, easement, right-of-way, building or use restriction, exception, variance, reservation or limitation that might interfere with or impair the present and continued use thereof in the usual and normal conduct of the business and operations of any Subject Entity.

(f)            To the knowledge of Parent and Sellers, each separate parcel included in the Leased Real Property has adequate water supply, storm and sanitary sewer facilities, access to telephone, gas and electrical connections, fire protection, drainage and other public utilities, and has adequate parking facilities that meet all requirements imposed by Laws applicable to or binding on any Asset Seller or any of its respective assets or properties.

(g)           All the Real Property Leases are in full force and effect, valid and enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies.  No Subject Entity has received any notice of any, and there exists no, dispute, claim, event of default or event that constitutes or would constitute (with notice or lapse of time or both) a default under any Real Property Lease, except for such defaults or breaches that may arise from, or otherwise be caused by, the occupancy of the respective leased premises by customers (or other similar third parties).  Schedule 5.9(g) lists the customers of the Business and other similar Persons occupying space on the premises leased under each Real Property Lease.  All rent and other amounts due and payable with respect to the Real Property Leases have been paid.  Except for the Real Property Lease relating to the Minneapolis property (which consists of a month to month tenancy), none of the Real Property Leases are expected to expire or terminate during the year following the Closing Date.

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(h)           Except as set forth on Schedule 5.9(h), no work has been performed or is in progress at, and no materials have been furnished to any Subject Entity for use at, any of the Leased Real Property that may give rise to any mechanic’s, materialmen’s or other Lien against any of the Leased Real Property.

5.10         Personal Property.

(a)           Schedule 5.10(a), when delivered by Parent pursuant to Section 1.5, will set forth a true and correct (in all material respects) list as of June 30, 2005 of (i) all of the tangible personal property owned by the Acquired Corporations or any Acquired Corporation Subsidiary and (ii) all of the tangible personal property owned by any Asset Seller and included in the Assets (excluding, in the case of each of clauses (i) and (ii), tangible personal property set forth on Schedule 5.10(b)).  All of such owned tangible personal property is utilized by the Subject Entities in the ordinary course of business.

(b)           Schedule 5.10(b), when delivered by Parent pursuant to Section 1.5, will sets forth a true and correct (in all material respects) list as of June 30, 2005 of (i) all leases of tangible personal property (including the Transferred Personal Property Leases) binding upon any Asset Seller or any of its respective assets or properties and (ii) all items of tangible personal property covered thereby.  All of such leased tangible personal property is utilized by the Subject Entities in the ordinary course of business.  Sellers have made available to Purchaser true, correct and complete copies of all such personal property leases.

5.11         Computer System.  To the knowledge of Sellers and Parent, all computer hardware and software and related materials currently used by any Subject Entity in its respective business, including all such computer hardware, software and related materials included in the Assets (herein collectively referred to as the “Computer System”) are in good working order and condition, no Subject Entity has experienced any significant defect in design, workmanship or material of the Computer System.  Except as set forth on Schedule 5.11, the use of the Computer System by the Subject Entities (including any software modifications) (a) has not violated or infringed upon and will not violate or infringe upon the rights of any third parties and (b) has not resulted in and will not result in the termination of any maintenance, service or support agreement relating to any part of the Computer System (including any Assumed Contract) or any reduction in the services provided to any Subject Entity, warranties available to any Subject Entity or rights of any Subject Entity.  The Subject Entity Assets include adequate user and service documentation for the Computer System.  Each Subject Entity maintains Computer System back-up and recovery.  Each Subject Entity maintains Computer System and network security controls designed to safeguard such Computer System against the risk of business disruption arising from virus attacks, unauthorized activities of any employee or contractor of any Subject Entity, hackers or any other Person.  To the knowledge of Sellers and Parent, any Owned Intellectual Property licensed to third-parties does not include any open source software or source code that is subject to any public license (e.g., the “GNU General Public License”).

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misappropriate any Intellectual Property or confidential or proprietary rights of any other Person, and no Subject Entity has received any notice making or threatening to make any claim of infringement or misappropriation of any Intellectual Property of another Person or contesting any Subject Entity’s right to market or use any such product, service, process, method, part, design, material or other Intellectual Property, and there is no basis for making such a claim;

(vi)          no Subject Entity has made or threatened to make any, and there exists no, claim that any product or service sold or provided by any Person, or any process, method, part, design, material or other Intellectual Property employed by any Person, or any marketing or use by any Person of any such product or service, infringes or misappropriates any Owned Intellectual Property or Licensed Intellectual Property;

(vii)         each Subject Entity owns or possesses adequate rights in and to all Intellectual Property necessary to conduct its respective business as presently conducted, and the Subject Entity Assets include ownership or adequate rights in all Intellectual Property required for or currently used in connection with the conduct of the businesses of the Subject Entities as they are presently conducted and have been conducted since May 31, 2004;

(viii)        each Subject Entity has taken all reasonable and practicable steps designed to safeguard and maintain the secrecy and confidentiality of, and its proprietary rights in, all Transferred Owned Intellectual Property, and there have been no material breaches of any Subject Entity’s secrecy, confidentiality of, or its proprietary rights in, any Transferred Owned Intellectual Property;

(ix)           no Subject Entity is party to an intra-group arrangement with Parent or otherwise with respect to any material Intellectual Property;

(x)            no item of Registered and Applied For Owned Intellectual Property has lapsed, expired, or been abandoned or cancelled, and no Owned Intellectual Property is subject to any pending, or to the knowledge of Sellers and Parent, threatened in writing, opposition, cancellation, interference, domain name dispute or other proceeding.  To the knowledge of Sellers and Parent, the Intellectual Property Licenses are in full force and effect and no party of any such licenses has exercised any termination rights thereto; and

(xi)           there are no royalties, honoraria, fees or other payments payable by any Subject Entity to any Person relating to any Intellectual Property other than in connection with Licensed Intellectual Property.

5.13         Contracts.  Schedule 5.13 sets forth a true, correct and complete list of all the Contracts (including the Assumed Contracts) of the following types to which any Subject Entity is a party or by which any Subject Entity is bound, or to which any Subject Entity’s assets or properties is subject:

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(a)           any Contract that either (i) requires a payment by any party in excess of, or a series of payments that in the aggregate exceed, $100,000 or provides for the delivery of goods or performance of services, or any combination thereof, having a value in excess of $100,000, or (ii) has a term of, or requires the performance of any obligations by any party over a period in excess of, six (6) months (excluding, in the case of each of clauses (i) and (ii), purchase orders that are received from customers or issued to suppliers in the ordinary course of business);

(b)           any Contract (including any purchase order received from a customer in the ordinary course) pursuant to which any Subject Entity is committed to deliver goods or perform services, or provide any combination thereof, to or for any customer, having a value in excess of $100,000;

(c)           any Contract (including any purchase order issued to a supplier in the ordinary course) pursuant to which any Subject Entity is committed to purchase goods or services, or any combination thereof, from any supplier, having a value in excess of $100,000;

(d)           any Contract pursuant to which any Subject Entity is obligated to provide any customer with equal or preferred pricing terms as compared to the pricing terms offered by such Subject Entity to any or all of the other customers of any Subject Entity;

(e)           any Contract pursuant to which any third party agrees to perform any services for any Subject Entity or Fund that are required to be performed by any Subject Entity under any other Contract;

(f)            any collective bargaining agreement;

(g)           any Contract of any kind with any employee, officer or director of any Subject Entity, or any Affiliate of any such individual;

(h)           any Contract of any kind with any Affiliate of any Subject Entity, or with any Shareholder or any Affiliate of any Shareholder;

(i)            any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person (excluding purchase orders that are entered into with customers or suppliers in the ordinary course of business);

(j)            any Contract pursuant to which any Subject Entity has made or will make loans or advances, or has or will have incurred debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business);

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(k)           any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease, loan commitment or other Contract relating to the borrowing of funds, an extension of credit or financing;

(l)            any Contract involving any marketing or purchasing groups or associations in which any Subject Entity is a member;

(m)          any Contract involving a partnership, joint venture or other cooperative undertaking;

(n)           any Contract involving any restrictions with respect to the geographical area of operations or scope or type of business of any Subject Entity;

(o)           any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of any Subject Entity or any Subject Entity is granted the authority to act for or on behalf of any Person;

(p)           any Contract relating to the Computer System;

(q)           any Contract, whether or not fully performed, relating to any acquisition or disposition of any capital stock or other security of any Subject Entity or Fund or any predecessor in interest of any Subject Entity, or any acquisition or disposition of any subsidiary, division, line of business, material assets or real property;

(r)            any Contract not made in the ordinary course of business and consistent with past practice that is to be performed in whole or in part at or after the date of this Agreement; and

(s)           any Contract not specified above that is material to any Subject Entity.

Sellers have delivered to Purchaser true, correct and complete copies of each document set forth on Schedules 5.12(a) and 5.13 and a true, correct and complete written description of each oral arrangement so listed, including all rights, obligations and other material terms.  Sellers have delivered to Purchaser accurate copies of each form used by any Subject Entity in the conduct of its respective businesses.

5.14         Licenses.  Schedule 5.14 sets forth a true, correct and complete list of all Licenses held by any Subject Entity (including the Assumed Licenses).  All the Licenses so listed are in full force and effect and no Subject Entity has received any notice that any such License may be revoked or canceled.  None of the Licenses have been modified in any way that is reasonably likely to have a Material Adverse Effect.  Except for the Licenses set forth on Schedule 5.14, there are no Licenses, whether federal, state, local or foreign, that are necessary for the lawful operation of the respective businesses of the Subject Entities.

5.15         Insurance.  Schedule 5.15 sets forth a true, correct and complete list of all policies of fire, liability, medical, workers’ compensation, title and other forms of insurance owned, held by or applicable to any Subject Entity or any of its respective assets or businesses, and Sellers

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