ASSUMPTION AGREEMENT
  
  
      ASSUMPTION AGREEMENT, between Roundtable Partners, L.L.C., a Delaware
 limited liability company (the "Borrower"), and Knight/Trimark Group, Inc.,
 a Delaware corporation (the "Guarantor"). 
  
      Pursuant to Section 5.1 (b) and Section 5.2 (a) of the Loan Agreement,
 dated as of June 19, 1998 (the "Loan Agreement"), between PaineWebber
 Capital Inc., a Delaware corporation (the "Lender"), and the Borrower, the
 Borrower may liquidate or dissolve (the "Liquidation"), so long as the
 Guarantor has agreed to assume all of the Borrower's obligations under the
 Loan Agreement and the Note (as defined in the Loan Agreement) and all of
 the assets of the Borrower are distributed to the Guarantor.  The terms
 defined in the Loan Agreement are used herein as therein defined. 
  
      In order to consummate the Liquidation, the Borrower and the Guarantor
 hereby agree as follows: 
  
      1.   The Borrower hereby transfers and assigns to the Guarantor (and
           its successors and assigns) all of its obligations under the Loan
           Agreement and the Note and the Guarantor hereby accepts such
           assignment and assumes all of the obligations of the Borrower under
           the Loan Agreement and the Note. 
  
      2.   The Borrower represents and warrants that: 
  
           a) it has all requisite power and authority, corporate or
              otherwise, and all material governmental authorizations to
              execute and deliver, and to perform its obligations under, this
              Assumption Agreement; 
  
           b) the execution, delivery and performance by the Borrower of
              this Assumption Agreement has been duly authorized by all
              necessary corporate action on the part of the Borrower, and does
              not and will not (i) require any consent or approval of the
              members of the Borrower, (ii) violate any provision of any law
              (including, without limitation, the Securities Act), rule,
              regulation (including, without limitation, Regulations T, U and
              X), order, writ, judgment, injunction, decree, determination or
              award applicable to the Borrower, (iii) violate the certificate
              of formation or operating agreement of the Borrower, (iv) result
              in the breach of, or constitute a default or an event which,
              with notice or lapse of time or both, would constitute a
              default under, any indenture, loan or credit agreement or any
              agreement, lease or instrument to which the Borrower or any
              of its Significant Subsidiaries is a party or by which it or
              any of its properties or the properties of any of its
              Significant Subsidiaries may be bound or affected or (v)
              result in or require the creation or imposition of any Lien,
              upon or with respect to any of the properties of the Borrower
              or any of its Significant Subsidiaries, except in the cases
              of clauses (ii), (iv) and (v), where such violation, breach,
              default or Lien could not reasonably be expected to have a
              Material Adverse Effect; and
  
           c) that this Assumption Agreement has been duly executed and
              delivered by the Borrower and will be a legal, valid and
              binding obligation of the Borrower enforceable against the
              Borrower in accordance with its terms, subject to the effects
              of bankruptcy, insolvency, fraudulent conveyance,
              reorganization, moratorium and other similar laws relating to
              or affecting creditors' rights generally (whether considered
              in a proceeding in equity or at law).
  
      3.   The Guarantor represents and warrants that: 
         
           a) it has all requisite power and authority, corporate or
              otherwise, and all material governmental authorizations to
              execute and deliver, and to perform its obligations under,
              this Assumption Agreement;
  
           b) the execution, delivery and performance by the Guarantor of
              this Assumption Agreement has been duly authorized by all
              necessary corporate action on the part of the Guarantor, and
              does not and will not (i) require any consent or approval of
              the stockholders of the Guarantor, (ii) violate any provision
              of any law (including, without limitation, the Securities
              Act), rule, regulation (including, without limitation,
              Regulations T, U and X), order, writ, judgment , injunction,
              decree, determination or award applicable to the Guarantor,
              (iii) violate the certificate of incorporation or by-laws of
              the Guarantor, (iv) result in the breach of, or constitute a
              default or an event which, with notice or lapse of time or
              both, would constitute a default under, any indenture, loan
              or credit agreement or any agreement, lease or instrument to
              which the Guarantor or any of its Significant Subsidiaries is
              a party or by which it or any of its properties or the
              properties of any of its Significant Subsidiaries may be
              bound or affected or (v) result in or require the creation or
              imposition of any Lien, upon or with respect to any of the
              properties of the Guarantor or any of its Significant
              Subsidiaries, except in the cases of clauses (ii), (iv) and
              (v), where such violation, breach, default or Lien could not
              reasonably be expected to have a Material Adverse Effect; and
  
           c) that this Assumption Agreement has been duly executed and
              delivered by the Guarantor and will be a legal, valid and
              binding obligation of the Guarantor enforceable against the
              Guarantor in accordance with its terms, subject to the
              effects of bankruptcy, insolvency, fraudulent conveyance,
              reorganization, moratorium and other similar laws relating to
              or affecting creditors' rights generally (whether considered
              in a proceeding in equity or at law).
  
      4.   The covenants and agreements set forth herein shall be binding
           upon, and shall inure to the benefit of, the respective
           successors and assigns of the Borrower and the Guarantor.
  
      5.   The Lender shall be a third-party beneficiary to this Assumption
           Agreement and shall be entitled to enforce the provisions
           hereof.
  
      6.   This Assumption Agreement may not be modified, changed or
           supplemented, nor may any obligations hereunder be deemed
           waived, except (i) by written instrument signed by the party to
           be charged and (ii) with the written consent of the Lender.
  
      7.   This Assumption Agreement shall be governed by and construed in
           accordance with the laws of the State of New York, without
           regard to conflict of laws principles.
  
      8.   (A)  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
                UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
                THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR
                FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN
                NEW YORK, NEW YORK, AND ANY APPELLATE COURT FROM ANY
                THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
                RELATING TO THIS ASSUMPTION AGREEMENT, OR FOR RECOGNITION
                OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES
                HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT
                ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY
                BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE COURT OR
                TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH
                OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY
                SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
                ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
                IN ANY OTHER MANNER PROVIDED BY LAW.
  
           (B)  EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
                WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND
                EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR
                HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUIT, ACTION
                OR PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSUMPTION
                AGREEMENT IN ANY NEW YORK STATE OR FEDERAL COURT. EACH OF
                THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
                FULLEST EXTENT PERMITTTED BY LAW, THE DEFENSE OF AN
                INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
                PROCEEDING IN ANY SUCH COURT.
         
        9. EACH OF THE BORROWER AND THE GUARANTOR HEREBY IRREVOCABLY
           WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
           COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
           ARISING OUT OF OR RELATING TO THIS ASSUMPTION AGREEMENT OR THE
           ACTIONS OF EACH PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION,
           PERFORMANCE OR ENFORCEMENT HEREOF. 
  
  

           IN WITNESS WHEREOF, each of the parties has caused this
 Assumption Agreement to be duly executed and delivered as of July 31, 1998. 
  
                                      ROUNTABLE PARTNERS, L.L.C. 
  
  
                                      By: /s/ Kenneth Pasternak
                                          _______________________
                                          Kenneth Pasternak 
                                          President 
  
  
                                      KNIGHT/TRIMARK GROUP, INC. 
  
  
                                      By: /s/ Walter Raquet 
                                          _______________________
                                          Walter Raquet 
                                          Executive Vice President