<PAGE>

                                                                  EXHIBIT 10.20

                                E*OFFERING CORP.

                           2000 RESTRICTED STOCK PLAN

                           RESTRICTED STOCK AGREEMENT

     Unless otherwise defined herein, the terms defined in the 2000 Restricted
Stock Plan (the "Plan") shall have the same defined meanings in this Restricted
Stock Agreement (the "Agreement").

I.   NOTICE OF GRANT OF STOCK RIGHT

     NAME:

     ADDRESS:

     You have been granted Common Stock of the Company, subject to the terms and
conditions of the Plan and this Agreement, as follows:

     Grant Number                       __________________________

     Date of Grant                      __________________________

     Vesting Commencement Date          __________________________

     Total Number of Shares Subject
     to this Stock Right                __________________________

II.  AGREEMENT

     THIS AGREEMENT is made as of _________________, between E*OFFERING Corp.
(the "Company"), and _____________________ (the "Grantee").

     WHEREAS, the Company is considering entering an agreement whereby the
Company will be merged into Wit Soundview Corporation, an existing wholly-owned
subsidiary of [WIT CAPITAL GROUP, INC.] (the "Acquiror") pursuant to such
agreement (the "Merger Agreement" and the transaction effected by it, the
"Merger"); and

     WHEREAS, in order to give the Grantee an opportunity to acquire an equity
interest in the Company as an incentive for the Grantee to participate in the
affairs of the Company after the Merger, the Company is willing to grant to the
Grantee and the Grantee desires to receive shares of Common Stock according to
the terms and conditions contained in the Plan;


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   THEREFORE, the parties agree as follows:

    1.  GRANT OF STOCK. The Company hereby agrees to grant to the Grantee the
number of Shares set forth in the Notice of Grant of Stock Right; provided,
however, that this grant of Restricted Stock shall be null and void and have no
effect unless the Merger is consummated.

    2.  THE GRANTEE'S REPRESENTATIONS. In the event the Shares have not been
registered under the Securities Act of 1933, as amended, at the time of this
grant of Restricted Stock, the Grantee shall, if required by the Company,
concurrently with this grant, deliver to the Company his or her Investment
Representation Statement in the form attached hereto as EXHIBIT B.

    3. RELEASE OF SHARES FROM RIGHT OF REACQUISITION.

      (a) 1/3 of the Shares shall be released from the Company's Right of
Reacquisition (as defined in Section 4 below) on each anniversary of the Vesting
Commencement Date (as set forth in the Notice of Grant of Restricted Stock),
subject to the Grantee continuing to be a Service Provider on such dates;
provided, however, that if the Grantee terminates his or her employment with the
Company or the Parent of the Company, as the case may be, for "Good Reason" (as
defined herein), or (ii) the Company or the Parent of the Company terminate the
Grantee's employment with the Company or the Parent of the Company for other
than "Cause" (as defined herein) such Right of Reacquisition shall immediately
lapse as to all Restricted Stock awarded to the Grantee pursuant to this
Agreement.

      (b) Any of the Shares which have not yet been released from the Company's
Right of Reacquisition are referred to herein as "Unreleased Shares."

      (c) The Shares which have been released from the Company's Right of
Reacquisition shall be delivered to the Grantee at the Grantee's request (see
Section 5).

      (d) For purposes of this Agreement, "Cause" shall mean a good faith
determination by the Company that the Grantee's employment be terminated for any
of the following reasons: (i) willful misconduct which materially damages the
Company; (ii) a willful failure or refusal to follow the lawful instructions or
directions of management; (iii) misappropriation of the assets of the Company;
(iv) conviction of, or a plea of "guilty" or "no contest" to, a felony under the
law of the United States or any state thereof; or (v) continued violations by
the Grantee in the performance of the Grantee's duties and obligations to the
Company for a period of thirty (30) days following delivery to the Grantee of a
written demand for performance from the Company that describes the Company's
basis for the Company's belief that the Grantee has not substantially performed
such duties and obligations. A termination of the Grantee's employment in any
other circumstances or for any other reasons will be a termination "Without
Cause."

     (e) For purposes of this Agreement, "Good Reason" will exist if the Grantee
resigns within sixty (60) days of any of the following: (i) any reduction in the
Grantee's total compensation, such that the reduction would bring his or her
targeted compensation below that of any member within the class of
[______________]; (ii) any material reduction in the Grantee's benefits; or
(iii) any material reduction in the Grantee's duties or level of responsibility,
provided such reduction or change is effected


                                       -2-
<PAGE>


by the Company without the Grantee's written consent. A resignation by the
Grantee under any other circumstances or for any other reasons will be a
resignation without "Good Reason."

  4. RIGHT OF REACQUISITION.

     (a) Subject to any acceleration of the release of Shares from the Right of
Reacquisition, if the Grantee's status as a Service Provider is terminated for
any reason, including for cause, death or disability, the Company shall have the
right and option to reacquire from the Grantee, or the Grantee's personal
representative, as the case may be, all of the Grantee's Unreleased Shares as of
the date of such termination for no consideration (the "Right of
Reacquisition").

     (b) The Company may exercise its Right of Reacquisition by delivering
personally or by registered mail, to the Grantee (or his or her transferee or
legal representative, as the case may be), within ninety (90) days of the
termination, a notice in writing indicating the Company's intention to exercise
the Right of Reacquisition and setting forth a date for closing not later than
thirty (30) days from the mailing of such notice. The closing shall take place
at the Company's office. At the closing, the holder of the certificates for the
Unreleased Shares being transferred shall deliver the stock certificate or
certificates evidencing the Unreleased Shares.

     (c) If the Company does not elect to exercise the Right of Reacquisition
conferred above by giving the requisite notice within ninety (90) days following
the termination, the Right of Reacquisition shall terminate.

     (d) The Right of Reacquisition shall terminate in accordance with Section
3.

  5. TRANSFERABILITY OF THE SHARES; ESCROW.

     (a) The Grantee hereby authorizes and directs the Secretary of the Company,
or such other person designated by the Company, to transfer the Unreleased
Shares as to which the Right of Reacquisition has been exercised from the
Grantee to the Company.

     (b) To insure the availability for delivery of the Grantee's Unreleased
Shares upon reacquisition by the Company pursuant to the Right of Reacquisition
under Section 4, the Grantee hereby appoints the Secretary, or any other person
designated by the Company as escrow agent, as its attorney-in-fact to sell,
assign and transfer unto the Company, such Unreleased Shares, if any, reacquired
by the Company pursuant to the Right of Reacquisition and shall, upon execution
of this Agreement, deliver and deposit with the Secretary of the Company, or
such other person designated by the Company, the share certificates representing
the Unreleased Shares, together with the stock assignment duly endorsed in
blank, attached hereto as EXHIBIT A-1. The Unreleased Shares and stock
assignment shall be held by the Secretary in escrow, pursuant to the Joint
Escrow Instructions of the Company and the Grantee attached as EXHIBIT A-2
hereto, until the Company exercises its Right of Reacquisition, until such
Unreleased Shares are vested, or until such time as this Agreement no longer is
in effect. Upon vesting of the Unreleased Shares, the escrow agent shall
promptly deliver to the Grantee the certificate or certificates representing
such Shares in the escrow agent's possession belonging to the Grantee, and the
escrow agent shall be discharged of all further obligations hereunder; provided,
however, that the


                                       -3-
<PAGE>


escrow agent shall nevertheless retain such certificate or certificates as
escrow agent if so required pursuant to other restrictions imposed pursuant to
this Agreement.

     (c) The Company, or its designee, shall not be liable for any act it may do
or omit to do with respect to holding the Shares in escrow and while acting in
good faith and in the exercise of its judgment.

     (d) Transfer of the Shares is subject to restrictions on transfer imposed
by any applicable state and federal securities laws. Any transferee shall hold
such Shares subject to all the provisions hereof with respect to any Unreleased
Shares granted to the Grantee and shall acknowledge the same by signing a copy
of this Agreement.

  6. COMPANY'S RIGHT OF FIRST REFUSAL. Before any Shares held by the Grantee
or any transferee (either being sometimes referred to herein as the "Holder")
may be sold or otherwise transferred (including transfer by gift or operation of
law), the Company or its assignee(s) shall have a right of first refusal to
purchase the Shares on the terms and conditions set forth in this Section (the
"Right of First Refusal").

     (a) NOTICE OF PROPOSED TRANSFER. The Holder of the Shares shall deliver to
the Company a written notice (the "Notice") stating: (i) the Holder's bona fide
intention to sell or otherwise transfer such Shares; (ii) the name of each
proposed purchaser or other transferee ("Proposed Transferee"); (iii) the number
of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide
cash price or other consideration for which the Holder proposes to transfer the
Shares (the "Offered Price"), and the Holder shall offer the Shares at the
Offered Price to the Company or its assignee(s).

     (b) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within thirty (30) days
after receipt of the Notice, the Company and/or its assignee(s) may, by giving
written notice to the Holder, elect to purchase all, but not less than all, of
the Shares proposed to be transferred to any one or more of the Proposed
Transferees, at the purchase price determined in accordance with subsection (c)
below.

     (c) PURCHASE PRICE. The purchase price ("Purchase Price) for the Shares
purchased by the Company or its assignee(s) under this Section shall be (i) the
Offered Price in the case of Shares that are not Unreleased Shares, or (ii) in
the case of Shares that are Unreleased Shares, the lower of the Offered Price or
the Purchase Price as defined in Section 4(a) hereof. If the Offered Price
includes consideration other than cash, the cash equivalent value of the
non-cash consideration shall be determined by the Board of Directors of the
Company in good faith.

     (d) PAYMENT. Payment of the Purchase Price shall be made, at the option of
the Company or its assignee(s), (i) by cash or check, (ii) by cancellation of
all or a portion of any outstanding indebtedness of the Holder to the Company
(or, in the case of repurchase by an assignee, to the assignee), or (iii) by any
combination thereof within thirty (30) days after receipt of the Notice or in
the manner and at the times set forth in the Notice.

     (e) HOLDER'S RIGHT TO TRANSFER. If all of the Shares proposed in the Notice
to be transferred to a given Proposed Transferee are not purchased by the
Company and/or its assignee(s) as provided in this Section, then the Holder may
sell or otherwise transfer such Shares to that Proposed


                                       -4-
<PAGE>

Transferee at the Offered Price or at a higher price, provided that such sale or
other transfer is consummated within one hundred twenty (120) days after the
date of the Notice and provided further that any such sale or other transfer is
effected in accordance with any applicable securities laws and the Proposed
Transferee agrees in writing that the provisions of this Section shall continue
to apply to the Shares in the hands of such Proposed Transferee. If the Shares
described in the Notice are not transferred to the Proposed Transferee within
such period, a new Notice shall be given to the Company, and the Company and/or
its assignees shall again be offered the Right of First Refusal before any
Shares held by the Holder may be sold or otherwise transferred.

     (f) EXCEPTION FOR CERTAIN FAMILY TRANSFERS. Anything to the contrary
contained in this Section notwithstanding, the transfer of any or all of the
Shares during the Grantee's lifetime or on the Grantee's death by will or
intestacy to the Grantee's immediate family or a trust for the benefit of the
Grantee's immediate family shall be exempt from the provisions of this Section,
provided that the Grantee notifies the Company in writing within thirty (30)
days of said transfer. "Immediate Family" as used herein shall mean spouse,
lineal descendant or antecedent, father, mother, brother or sister. In such
case, the transferee or other recipient shall receive and hold the Shares so
transferred subject to the provisions of this Agreement, including but not
limited to this Section and Section 4, and there shall be no further transfer of
such Shares except in accordance with the terms of this Section.

     (g) TERMINATION OF RIGHT OF FIRST REFUSAL. The Right of First Refusal shall
terminate as to any Shares upon the earlier of (i) the date of the first sale of
Common Stock of the Company to the general public pursuant to a registration
statement filed with and declared effective by the Securities and Exchange
Commission under the 1933 Act, or (ii) a merger of the Company with or into
another corporation or the sale of substantially all of the Company's assets in
which the successor corporation has equity securities that are publicly traded
pursuant to a registration statement filed with and declared effective by the
Securities and Exchange Commission..

  7.  RESTRICTIVE LEGENDS; STOP-TRANSFER ORDERS; REFUSAL TO TRANSFER.

     (a) The Grantee understands and agrees that the Company shall cause the
legends set forth below or legends substantially equivalent thereto, to be
placed upon any certificate(s) evidencing ownership of the Shares together with
any other legends that may be required by the Company or by applicable state or
federal securities laws:

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
     OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED
     UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF
     THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS
     IN COMPLIANCE THEREWITH.

     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
     RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A RIGHT OF
     REACQUISITION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE
     RESTRICTED


                                       -5-
<PAGE>


     STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF
     THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF
     THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND RIGHT OF
     REACQUISITION ARE BINDING ON TRANSFEREES OF THESE SHARES.

     (b) STOP-TRANSFER NOTICES. The Grantee agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

     (c) REFUSAL TO TRANSFER. The Company shall not be required (i) to transfer
on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement, or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

   8. LOCK-UP PERIOD. The Grantee hereby agrees that, if so requested by the
Company or any representative of the underwriters (the "Managing Underwriter")
in connection with any registration of the offering of any securities of the
Company under the Securities Act, the Grantee shall not sell or otherwise
transfer any Shares or other securities of the Company during the 180-day period
(or such other period as may be requested in writing by the Managing Underwriter
and agreed to in writing by the Company) (the "Market Standoff Period")
following the effective date of a registration statement of the Company filed
under the Securities Act. Such restriction shall apply only to the first
registration statement of the Company to become effective under the Securities
Act that includes securities to be sold on behalf of the Company to the public
in an underwritten public offering under the Securities Act. The Company may
impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such Market Standoff Period.

   9. 83(b) ELECTION. The Grantee hereby acknowledges that he or she has been
informed that, with respect to Shares subject to the Company's Right of
Reacquisition, an election may be filed by the Grantee with the Internal Revenue
Service, within thirty (30) days of the grant of Restricted Stock, electing
pursuant to Section 83(b) to be taxed currently on the Fair Market Value of such
Restricted Stock on the date of grant. The Grantee is strongly encouraged to
seek the advice of his or her own tax consultant in connection with the grant of
the Shares and the advisability of filing of the election under Section 83(b) of
the Code. A form of Election under Section 83(b) is attached hereto as EXHIBIT
A-3.

      THE GRANTEE HEREBY ACKNOWLEDGES THAT IT IS THE GRANTEE'S SOLE
RESPONSIBILITY AND NOT THE COMPANY'S RESPONSIBILITY TO FILE TIMELY THE ELECTION
UNDER SECTION 83(b), EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS
REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE'S BEHALF.

  10. NO GUARANTEE OF CONTINUED SERVICE. THE GRANTEE ACKNOWLEDGES AND AGREES
THAT THE RELEASE OF SHARES FROM THE RIGHT OF REACQUISITION OF THE COMPANY
PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING


                                       -6-
<PAGE>


SERVICE AS SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF
BEING HIRED OR RECEIVING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND
AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE GRANTEE'S RIGHT OR
THE COMPANY'S RIGHT TO TERMINATE THE GRANTEE'S RELATIONSHIP AS A SERVICE
PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

     11. NOTICES. Any notice, demand or request required or permitted to be
given by either the Company or the Grantee pursuant to the terms of this
Agreement shall be in writing and shall be deemed given when delivered
personally or deposited in the U.S. mail, First Class with postage prepaid, and
addressed to the parties at the addresses of the parties set forth at the end of
this Agreement or such other address as a party may request by notifying the
other in writing.

     Any notice to the escrow agent shall be sent to the Company's address with
a copy to the other party not sending the notice.

     12. NO WAIVER. Either party's failure to enforce any provision or
provisions of this Agreement shall not in any way be construed as a waiver of
any such provision or provisions, nor prevent that party from thereafter
enforcing each and every other provision of this Agreement. The rights granted
both parties herein are cumulative and shall not constitute a waiver of either
party's right to assert all other legal remedies available to it under the
circumstances.

     13. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under
this Agreement to single or multiple assignees, and this Agreement shall inure
to the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Agreement shall be binding upon
the Grantee and his or her heirs, executors, administrators, successors and
assigns.

     14. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by the Grantee or by the Company forthwith to the
Administrator which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Administrator shall be final and binding on
all parties.

     15. GOVERNING LAW; SEVERABILITY. This Agreement is governed by the internal
substantive laws but not the choice of law rules, of California.

     16. ENTIRE AGREEMENT. The Plan is incorporated herein by reference. This
Agreement (including the exhibits referenced herein), the Plan, and the
Investment Representation Statement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Grantee
with respect to the subject matter hereof, and may not be modified adversely to
the Grantee's interest except by means of a writing signed by the Company and
the Grantee.


                                       -7-
<PAGE>


     By the Grantee's signature below, the Grantee represents that he or she is
familiar with the terms and provisions of the Plan, and hereby accepts this
Agreement subject to all of the terms and provisions thereof. The Grantee has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement. The Grantee agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Agreement. The
Grantee further agrees to notify the Company upon any change in the residence
indicated in the Notice of Grant of Restricted Stock.

GRANTEE                                            E*OFFERING CORP.

_________________________________                  By:  _______________________
Signature

_________________________________                  Title:______________________
Print Name


                                       -8-
<PAGE>


                                   EXHIBIT A-1

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

      FOR VALUE RECEIVED I, __________________________, hereby sell, assign
and transfer unto E*OFFERING Corp. __________ shares of the Common Stock of
E*OFFERING Corp. standing in my name of the books of said corporation
represented by Certificate No. _____ herewith and do hereby irrevocably
constitute and appoint ______________________________ to transfer the said stock
on the books of the within named corporation with full power of substitution in
the premises.

      This Stock Assignment may be used only in accordance with the Restricted
Stock Agreement between E*OFFERING Corp. and the undersigned dated
______________, ____ (the "Agreement").



Dated: ____________________, _____     Signature:______________________________










INSTRUCTIONS: Please do not fill in any blanks other than the signature line.
The purpose of this assignment is to enable the Company to exercise its Right of
Reacquisition as set forth in the Agreement, without requiring additional
signatures on the part of the Grantee.


<PAGE>


                                   EXHIBIT A-2

                            JOINT ESCROW INSTRUCTIONS

                                                       --------------------, --
Corporate Secretary
E*OFFERING Corp.
One Market Plaza
Steuart Tower, 4th Floor
San Francisco, CA 94105

Dear ______________________:

     As Escrow Agent for both E*OFFERING Corp. (the "Company") and the
undersigned grantee of stock of the Company (the "Grantee"), you are hereby
authorized and directed to hold the documents delivered to you pursuant to the
terms of that certain Restricted Stock Agreement ("Agreement") between the
Company and the undersigned, in accordance with the following instructions:

     1. In the event the Company and/or any assignee of the Company (referred to
collectively for convenience herein as the "Company") exercises the Company's
right of reacquisition set forth in the Agreement (the "Right of
Reacquisition"), the Company shall give to the Grantee and you a written notice
specifying the number of shares of stock to be reacquired and the time for a
closing hereunder at the principal office of the Company. The Grantee and the
Company hereby irrevocably authorize and direct you to close the transaction
contemplated by such notice in accordance with the terms of said notice.

     2. At the closing, you are directed (a) to date the stock assignments
necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver same, together with the certificate
evidencing the shares of stock to be transferred, to the Company or its
assignee.

     3. The Grantee irrevocably authorizes the Company to deposit with you any
certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement. The
Grantee does hereby irrevocably constitute and appoint you as the Grantee's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities. Subject to the provisions of this paragraph 3, the Grantee shall
exercise all rights and privileges of a shareholder of the Company while the
stock is held by you.

     4. Upon written request of the Grantee, but no more than once per calendar
year, unless the Company's Right of Reacquisition has been exercised, you will
deliver to the Grantee a certificate or

<PAGE>

certificates representing so many shares of stock as are not then subject to the
Company's Right of Reacquisition. Within ninety (90) days after cessation of the
Grantee's continuous employment by or services to the Company, or any parent or
subsidiary of the Company, you will deliver to the Grantee a certificate or
certificates representing the aggregate number of shares held or issued pursuant
to the Agreement and not reacquired by the Company or its assignees pursuant to
exercise of the Company's Right of Reacquisition.

     5. If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to the
Grantee, you shall deliver all of the same to the Grantee and shall be
discharged of all further obligations hereunder.

     6. Your duties hereunder may be altered, amended, modified or revoked only
by a writing signed by all of the parties hereto.

     7. You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact for the Grantee while acting in good faith,
and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith.

     8. You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court. In
case you obey or comply with any such order, judgment or decree, you shall not
be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.

     9. You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

     10. You shall not be liable for the outlawing of any rights under the
Statute of Limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.

     11. You shall be entitled to employ such legal counsel and other experts as
you may deem necessary properly to advise you in connection with your
obligations hereunder, may rely upon the advice of such counsel, and may pay
such counsel reasonable compensation therefor.

     12. Your responsibilities as Escrow Agent hereunder shall terminate if you
shall cease to be an officer or agent of the Company or if you shall resign by
written notice to each party. In the event of any such termination, the Company
shall appoint a successor Escrow Agent.


                                       -2-
<PAGE>


     13. If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.

     14. It is understood and agreed that should any dispute arise with respect
to the delivery and/or ownership or right of possession of the securities held
by you hereunder, you are authorized and directed to retain in your possession
without liability to anyone all or any part of said securities until such
disputes shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

     15. Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit in
the United States Post Office, by registered or certified mail with postage and
fees prepaid, addressed to each of the other parties thereunto entitled at the
following addresses or at such other addresses as a party may designate by ten
(10) days' advance written notice to each of the other parties hereto.

         COMPANY:                  E*OFFERING Corp.
                                   One Market Plaza
                                   Steuart Tower, 4th Floor
                                   San Francisco, CA 94105

         PURCHASER:                ____________________________________________

                                   ____________________________________________

                                   ____________________________________________

         ESCROW AGENT:             Corporate Secretary
                                   E*OFFERING Corp.
                                   One Market Plaza
                                   Steuart Tower, 4th Floor
                                   San Francisco, CA 94105

     16. By signing these Joint Escrow Instructions, you become a party hereto
only for the purpose of said Joint Escrow Instructions; you do not become a
party to the Agreement.

     17. This instrument shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns.

     18. The Restricted Stock Agreement is incorporated herein by reference.
These Joint Escrow Instructions, the 2000 Restricted Stock Plan, and the
Restricted Stock Agreement (including the exhibits referenced therein)
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Escrow Agent, the Grantee and the Company with respect to the
subject matter hereof, and may not be modified except by means of a writing
signed by the Escrow Agent, the Grantee and the Company.


                                       -3-
<PAGE>


     19. These Joint Escrow Instructions shall be governed by, and construed and
enforced in accordance with, the laws of the State of California.

                                               Very truly yours,

                                               E*OFFERING CORP.

                                               By: ____________________________

                                               Title: _________________________

                                               GRANTEE:

                                               -------------------------------
                                               (Signature)

                                               --------------------------------
                                               (Typed or Printed Name)

                                                ESCROW AGENT:

                                               --------------------------------
                                                Corporate Secretary


                                       -4-
<PAGE>


                                   EXHIBIT A-3

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income
or alternative minimum taxable income, as the case may be, for the current
taxable year the amount of any compensation taxable to taxpayer in connection
with taxpayer's receipt of the property described below:

1. The name, address, taxpayer identification number and taxable year of the
undersigned are as follows:

   NAME:                   TAXPAYER:                       SPOUSE:

   ADDRESS:

   IDENTIFICATION NO.:     TAXPAYER:                       SPOUSE:

   TAXABLE YEAR:

2. The property with respect to which the election is made is described as
   follows: __________ shares (the "Shares") of the Common Stock of E*OFFERING
   Corp. (the "Company").

3. The date on which the property was transferred is:___________________
   ,______.

 4. The property is subject to the following restrictions:

    The Shares may not be transferred and are subject to forfeiture under
    the terms of an agreement between the taxpayer and the Company. These
    restrictions lapse upon the satisfaction of certain conditions
    contained in such agreement.

5.  The fair market value at the time of transfer, determined without regard to
    any restriction other than a restriction which by its terms will never
    lapse, of such property is: $_________________.

6.   The amount (if any) paid for such property is: $_________________.

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

THE UNDERSIGNED UNDERSTANDS THAT THE FOREGOING ELECTION MAY NOT BE REVOKED
EXCEPT WITH THE CONSENT OF THE COMMISSIONER.

Dated: ______________________, _____        ___________________________________
                                            Taxpayer

The undersigned spouse of taxpayer joins in this election.

Dated: _____________________, ____          ___________________________________
                                            Spouse of Taxpayer


<PAGE>


                                   EXHIBIT B

                       INVESTMENT REPRESENTATION STATEMENT

GRANTEE                    :

COMPANY                    :     E*OFFERING CORP.

SECURITY                   :     COMMON STOCK

AMOUNT                     :

DATE                       :

     In connection with the grant of the above-listed Securities, the
undersigned Grantee represents to the Company the following:

     (a) The Grantee is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Securities. The Grantee is
acquiring these Securities for investment for the Grantee's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

     (b) The Grantee acknowledges and understands that the Securities constitute
"restricted securities" under the Securities Act and have not been registered
under the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of the
Grantee's investment intent as expressed herein. In this connection, the Grantee
understands that, in the view of the Securities and Exchange Commission, the
statutory basis for such exemption may be unavailable if the Grantee's
representation was predicated solely upon a present intention to hold these
Securities for the minimum capital gains period specified under tax statutes,
for a deferred sale, for or until an increase or decrease in the market price of
the Securities, or for a period of one (1) year or any other fixed period in the
future. The Grantee further understands that the Securities must be held
indefinitely unless they are subsequently registered under the Securities Act or
an exemption from such registration is available. The Grantee further
acknowledges and understands that the Company is under no obligation to register
the Securities. The Grantee understands that the certificate evidencing the
Securities will be imprinted with a legend which prohibits the transfer of the
Securities unless they are registered or such registration is not required in
the opinion of counsel satisfactory to the Company, a legend prohibiting their
transfer without the consent of the Commissioner of Corporations of the State of
California and any other legend required under applicable state securities laws.

     (c) The Grantee is familiar with the provisions of Rule 701 and Rule 144,
each promulgated under the Securities Act, which, in substance, permit limited
public resale of "restricted

<PAGE>

securities" acquired, directly or indirectly from the issuer thereof, in a
non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the grant of
the Stock Right to the Grantee, the exercise will be exempt from registration
under the Securities Act. In the event the Company becomes subject to the
reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, ninety (90) days thereafter (or such longer period as any market stand-off
agreement may require) the Securities exempt under Rule 701 may be resold,
subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited
"broker's transaction" or in transactions directly with a market maker (as said
term is defined under the Securities Exchange Act of 1934); and, in the case of
an affiliate, (2) the availability of certain public information about the
Company, (3) the amount of Securities being sold during any three (3) month
period not exceeding the limitations specified in Rule 144(e), and (4) the
timely filing of a Form 144, if applicable.

      In the event that the Company does not qualify under Rule 701 at the time
of grant of the Stock Right, then the Securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which requires the
resale to occur not less than one (1) year after the later of the date the
Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of
acquisition of the Securities by an affiliate, or by a non-affiliate who
subsequently holds the Securities less than two (2) years, the satisfaction of
the conditions set forth in Sections (1), (2), (3) and (4) of the paragraph
immediately above.

  (d) The Grantee further understands that in the event all of the applicable
requirements of Rule 701 or 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk. The Grantee understands that no assurances can be given that
any such other registration exemption will be available in such event.

                                        Signature of the Grantee:

                                        ---------------------------------------

                                        Date:____________________________, ____


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