**Exhibit 10.10**         October 1, 1999
Richard Rzasa211 Third Street - #2Hoboken, NJ 07030
Dear Mr. Rzasa:
     TD Waterhouse Group, Inc. (the *“Company”*)hereby offers to employ you upon the following terms andconditions:
1.  **Position, Duties and Responsibilities.**
     a.  The Company shall employ you in the position ofExecutive Vice President. You shall perform your assigned dutiesat the Company or at one of its subsidiaries or affiliates. Youshall devote your full time and efforts to the performance ofall of the duties associated with that position as well as anyand all other duties Company management may from time to timedesignate or assign.
     b.  During your employment, you may not, without priorwritten consent of the Company, accept an appointment, whetheror not for remuneration, as Director, Officer, Manager, Employeeor Consultant of a company or business that is not affiliatedwith the Company.
2.  **Employment.**
     This Agreement shall become effective, and your employment asprovided shall commence, on October 1, 1999 (the*“Effective Date”*) and shall continue throughthe third anniversary of the Effective Date (such periodhereinafter referred to as the *“Term”*), subjectto earlier termination as provided in Section 6 hereof.Notwithstanding the preceding sentence, commencing withOctober 1, 2002 and on each October 1 thereafter (eachan “Extension Date”), the Term shall be automaticallyextended for an additional one-year-period, unless the Companyor you provide the other party hereto 90 days’ priorwritten notice before the next Extension Date

2 that the Term shall not be so extended. For the avoidance ofdoubt, “Term” shall include any extension that becomesapplicable pursuant to the preceding sentence.
3.    **Compensation.**
     a.    *Base Salary.*You will receive a basesalary at the rate of $250,000 per annum (“BaseSalary”), payable in accordance with the Company’sprevailing payroll practices. You shall be entitled to suchincreases in Base Salary, if any, as may be determined from timeto time in the sole discretion of the Management Resources andCompensation Advisory Committee of the Board of Directors of theCompany (the “Committee”).
     b.    *Annual Bonus.*You will be eligible toparticipate in the Company’s annual performance-based bonusprogram for each calendar year of service during the Term. SuchAnnual Bonus shall be established by the Committee in its solediscretion and payable in accordance with Company practices.
     c.    *Stock-Based Awards.*You will be eligibleto participate in stock-based compensation plans of the Companyor any affiliate as determined by the Committee.
4.    **Benefits.**
     The Company shall provide you, in accordance with the terms ofthe Company’s employee benefit plans in effect from time totime, health and short and long term disability coverage,retirement benefits and fringe benefits (collectively“Employee Benefits”) on the same basis as thosebenefits are generally made available to employees of similarposition.
5.    **Expenses.**
     All documented and verified, reasonable and necessary expenseswhich you incur in connection with the performance of yourduties hereunder shall be reimbursed in accordance with theCompany’s general policies.
6.    **Termination of Employment.**
     Your employment hereunder may be terminated by either party atany time and for any reason other than death or retirement upon30 days advance written notice; provided that the Company mayimmediately terminate your employment for Cause. Notwithstandingany other provision of this Agreement, the provisions of thisSection 6 shall exclusively govern your rights upontermination of employment.
     a.    *Death or Disability.*Your employmentshall terminate on your death, and the Company may terminateyour employment on account of your Disability. Upon terminationunder this Section 6(a), you or your estate (i) shallbe entitled to receive only that portion of your Base Salaryearned, but unpaid, as of the date of termination [and(ii) a pro rata portion of any Annual Bonus that you wouldhave been entitled to receive pursuant to Section 3(b)hereof in such year based upon the percentage of the calendaryear that shall have elapsed through the date

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of your termination of employment, payable when such Annual Bonuswould have otherwise been payable had your employment notterminated.] Benefits shall cease in accordance with the terms of theapplicable Company policies or plans. As used herein,*“Disability”* shall mean your inability to perform in allmaterial respects your duties and responsibilities to the company, orany affiliate of the Company, by reason of a physical or mentaldisability or infirmity which inability is reasonably expected to bepermanent and has continued (i) for a period of six consecutivemonths or (ii) such shorter period as the Committee mayreasonably determine in good faith. The Disability determinationshall be in the sole discretion of the Committee and your (or yourrepresentative) shall furnish the Committee with medical evidencedocumenting your disability or infirmity which is satisfactory tothe Committee.
     b.     *WithCause.*     The Company shall have the right to terminate youremployment for Cause (as defined below). Upon the effective date of atermination under this Section 6(b), you (i) shall beentitled to receive only that portion of your Base Salary earned, butunpaid, as of the date of termination and (ii) shall not beentitled to any unpaid Annual Bonus. Benefits shall cease or be paidin accordance with the terms of the applicable Company policies orplans.
     c.     *WithoutCause.*     The Company, in its discretion, shall have the rightto terminate your employment without Cause. Upon your terminationwithout Cause you shall be entitled to, subject to your continuedcompliance with the provisions of Sections 7, 8, 9 and 10, (uponyour execution of a General Release in the standard form used by theCompany) (i) Base Salary earned to the date of termination,(ii) continued payment of Base Salary and your average AnnualBonus (calculated based on the prior 2 years) until*24* months after your termination of employment (the"Severance Period"). All other benefits shall cease or be paid basedon your date of termination in accordance with applicable Companypolicies or plans. No benefit accruals based on service, including,but not limited to, vacation benefits, shall accrue beyond theeffective date of termination.
     d.     *VoluntaryResignation.*     You shall have theright to resign from your employment and if the Company, elects inits sole discretion, you shall be entitled to, subject to yourcontinued compliance with the provisions of Sections 7, 8, 9 and10, (upon your execution of a General Release in the standard formused by the Company) (i) Base Salary earned to the date oftermination, (ii) continued payment of Base Salary and averageAnnual Bonus (calculated based on the prior 2 years) until*12* months after your termination of employment (the"Severance Period") and (iii) employee health benefitscontinuation for the Severance Period. All other benefits shall ceaseor be paid based on your date of termination in accordance withapplicable Company policies or plans. No benefit accruals based onservice, including, but not limited to, vacation benefits, shallaccrue beyond the effective date of termination. In event that Companyfails to notify you in writing of the foregoing election within 10business days of receipt of your notice of resignation, Company shallhave waived its right to such election.
     e.     Asused herein, *“Cause”* shall mean:  (i)         your continued failure to substantially perform your duties        hereunder (other than as a result of total or partial incapacity        due to physical or

         mental illness) for a period of 10        days following written notice by the Company to you of such        failure or upon such written notice if, in the good faith        judgment of the Company, you would not be able to rectify such        failure within 10 days;
              (ii)  dishonesty in the performance of your duties        hereunder;               (iii)  an act or acts on your part constituting (x) a        felony under the laws of the United States or any state thereof        or (y) a misdemeanor involving dishonesty, breach of trust        or moral turpitude;               (iv)  your willful malfeasance or willful misconduct in        connection with your duties hereunder or any act or omission        which is materially injurious to the financial condition or        business reputation of the Company or any of its subsidiaries or        affiliates; or               (v)  your breach of the provisions of Sections 7, 8, 9        or 10 of this Agreement.
7.  **Non-Competition.**
     You acknowledged and recognize the highly competitive nature ofthe*discount broker business* of the Company and itsaffiliates and accordingly agree that while you are employedwith the Company, and for a period of*12* monthsfollowing the termination of your employment by the Company or,if elected pursuant to Section 6(d), your resignation ofemployment (the “Restricted Period”), you will notdirectly or indirectly, (i) engage in any business thatcompetes with the*discount broker* business of the Companyor its affiliates (including, without limitation,*discountbroker* businesses which the Company or its affiliates havespecific plans to conduct in the future and as to which you areaware of such planning), (ii) enter the employ of, orrender any services to, any person engaged in any*discountbroker* business that competes with the*discountbroker* business of the Company or its affiliates,(iii) acquire a financial interest in, or otherwise becomeactively involved with, any person engaged in any*discountbroker* business that competes with the*discountbroker* business of the Company or its affiliates, directlyor indirectly, as an individual, partner, shareholder, officer,director, principal, agent, trustee or consultant, or(iv) interfere with business relationships (whether formedbefore or after the date of this Agreement) between the Companyor any of its affiliates and customers, suppliers, partners,members or investors of the Company or its affiliates.
     Notwithstanding anything to the contrary in this Agreement, youmay, directly or indirectly own, solely as an investment,securities of any person engaged in the*discount broker*business of the Company or its affiliates which are publiclytraded on a national or regional stock exchange or on theover-the-counter market if you (i) are not a controllingperson of, or a member of a group which controls, such personand (ii) do not, directly or indirectly, own*1%* ormore of any class of securities or such person.
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  8.**  Non-Solicitation.**
     While you are employed with the Company, and during the*Restricted* Period:
     (a)  you will not recruit or hire any current employee orconsultant of the Company (or any person who was an employee orconsultant of the Company within the prior 12 month), orotherwise solicit or induce, directly or indirectly, or causeother persons to solicit or induce, any such employee orconsultant to leave the employment or service of the Company, tobecome an employee of or otherwise be associated with you or anycompany or business with which you are or may become associatedor to encourage or assist in the hiring process or any employeeor consultant of the Company or in the modification of any suchemployee’s or consultant’s relationship with theCompany; and
     (b)  you will not, directly or indirectly, solicit thetrade or business of any clients or customers of the Company,regardless of location, with respect to any such client orcustomer as of the time of termination.
  9.**  Non-Disclosure of ConfidentialInformation.**
     You will not at any time, whether during your employment orfollowing the termination of your employment, for any reasonwhatsoever, and forever hereafter, directly or indirectlydisclose or furnish to any firm, corporation or person, exceptas otherwise required by law, any confidential or proprietaryinformation of the Company with respect to any aspect of itsoperations or affairs. “Confidential or proprietaryinformation” shall mean information generally unknown tothe public to which you gain access by reason of your employmentby the Company and includes, but is not limited to, informationrelating to business and marketing plans, sales, trading andfinancial data and strategies, salaries and employees benefitsand operational costs.
10.**  Return of Company Property and Company WorkProduct.**
     All records, files, memoranda, reports, customer information,client lists, documents, equipment, and the like, relating tothe business of the Company, which you shall use, prepare, orcome into contact with, shall remain the sole property of theCompany. You agree that on request of the Company, and in anyevent upon the termination of your employment, you shall turnover to the Company all documents, papers, or other material inyour possession and under your control which may contain or bederived from confidential information, together with alldocuments, notes, or other work product which is connection withor derived from your services to the company whether or not suchmaterial is in your possession. You agree you shall have noproprietary interest in any work product developed or used byyou and arising out of employment by the Company.
11.**  Right to Injunctive Relief.**
     The undertaking in Section 7 (Non-Competition), Section 8(Non-Solicitation), Section 9 (Non Disclosure ofConfidential Information) and Section 10 (Return of Company

Property and Work Product) hereof shall survive the terminationof your employment with the Company for any reason whatsoever.You acknowledge that the Company will suffer irreparable injury,not readily susceptible of valuation in monetary damages, if youbreach any of your obligations under Sections 7, 8, 9or 10. Accordingly, in addition to any other rights andremedies which the Company may have, you agree that the Companywill be entitled to injunctive relief against any breach orprospective breach by you of your obligations underSections 7, 8, 9 or 10 in any federal or state courtof competent jurisdiction located in New York State. You herebysubmit to the jurisdiction of said courts for the purpose of anyactions or proceedings instituted by the Company to obtain suchinjunctive relief, and agree that process may be served on youby registered mail at your last address known to the Company, orin any other manner authorized by law, and that you will pay theCompany’s costs and reasonable attorney’s fees in theevent the Company is required to initiate a proceeding forinjunctive relief to enforce the provisions hereof, and such aninjunction is issued.
12.  **Notices.**
     Any notice to be given hereunder shall be in writing anddelivered personally or sent by certified mail, postage prepaid,return receipt requested, addressed to the party concerned atthe address indicated below or to such other address as suchparty may designate in writing:               To:         Richard Rzasa         To:         TD Waterhouse Group, Inc.          211 Third Street – #2           100 Wall Street          Hoboken, NJ 07030           New York, NY 10005
     Any notice delivered personally under this Section shall bedeemed given on the date delivered, and any notice sent becertified mail, postage prepaid, return receipt requested, shallbe deemed given on the date mailed.
13.  **Savings.**
     Should any provision herein be rendered or declared legallyinvalid or unenforceable by a court of competent jurisdiction orby the decision of an authorized governmental agency, suchinvalidation of such part shall not invalidate the remainingportions thereof.
14.  **Other Agreements.**
     You represent and warrant that you are not a party to anyagreement or bound by any obligation which would prohibit youfrom accepting and agreeing hereto or fully performing theobligation hereunder.
15.  **Complete Agreement.**
     The provisions herein contain the entire agreement andunderstanding of the parties and fully supersede any and allprior agreements or understandings between them pertaining tothe subject matter hereof. There have been no representations,inducements,

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promises or agreements of any kind which have been made byeither party, or by any person acting on behalf of either party,which are not embodied herein. The provisions hereof may not bechanged or altered except in writing duly executed by you and aduly authorized agent of the Company.
16.  **Withholding Taxes.**
     The Company may withhold from any amounts payable under thisAgreement, such federal, state and local taxes as may berequired to be withheld pursuant to any applicable law orregulation.
17.  **Applicable Law.**
     The interpretation and application of the terms herein shall begoverned by the laws of the State of New York without regard toprinciples of conflict of laws.
18.  **Consent to Jurisdiction.**
     The sole jurisdiction and venue for actions related to thesubject matter of this Agreement shall be the courts of theState of New York, the court of the United States of America forthe Southern District of New York, and appellate courts from anyof the foregoing.
19.  **No Waiver.**
     Any failure by either party to exercise its rights to terminatethis Agreement or to enforce any of its provisions shall notprejudice such party’s rights of termination or enforcementfor any subsequent or further violation or defaults by the otherparty.
20.  **Titles.**
     Titles to the sections in this Agreement are intended solely forconvenience and no provision of this Agreement is to beconstrued by reference to the title of any section.
21.  **Counterparts.**
     This Agreement may be executed simultaneously in one or morecounterparts, each of which shall be deemed an original but allof which together shall constitute one and the same instrument.
     If the foregoing terms of employment are acceptable, please soindicate in the space provided below.
         Sincerely,
 By:         /s/ A. WAYNE KYLE