Exhibit 10.3

MASTER SERVICES AGREEMENT

BETWEEN

THE TORONTO-DOMINION BANK

AND

TD WATERHOUSE GROUP, INC.

DATED

JUNE 28, 1999

McCarthy Tétrault

Toronto, Ontario





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MASTER SERVICES AGREEMENT



| |  |  | THIS AGREEMENT effective as of the Effective Time,
| |  |  | --------------------------------------------------

BETWEEN:

|                                      
|--------------------------------------
|THE TORONTO-DOMINION BANK             
|                                      
|                                      
|                                      
|                                      
|(a Canadian chartered bank)           
|                                      
|                                      
|                                      
|                                      
|(hereinafter referred to as TD Bank)

OF THE FIRST PART,

- and -

|                                                    
|----------------------------------------------------
|TD WATERHOUSE GROUP, INC., a corporation            
|                                                    
|                                                    
|                                                    
|                                                    
|incorporated under the laws of the State of Delaware
|                                                    
|                                                    
|                                                    
|                                                    
|(hereinafter referred to as the Company)          

OF THE SECOND PART.

WHEREAS TD Bank, TD Securities Inc. (TDSI) and the Company have entered into
a series of agreements to (a) transfer to a newly-formed subsidiary of the
Company, namely TD Waterhouse Securities (Canada), Inc., TDSIs Canadian
discount brokerage business, brokerage and clearing business and assets and
liabilities of TD Bank related to its provision of services to such businesses
and (b) to transfer all of the stock of TD Banks United Kingdom, Australia and
Hong Kong discount broker subsidiaries to the Company, subject to and in
accordance with the terms of those agreements;

AND WHEREAS TD Bank wishes to make available to Waterhouse Group and the
Company wishes to make available to TD Group certain services;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises,
the mutual covenants and agreements hereinafter set forth and for good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the Parties have agreed as follows:




ARTICLE 1
INTERPRETATION




1.1 Definitions



|    |  | In this Agreement, including the recitals and the Exhibits and Schedules,
unless the context otherwise requires:                                           
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(a) |  | Affiliatemeans, as to any person, any other person which, directly or
indirectly, Controls, is Controlled by or is under common Control with
such person;



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|(b) |  | Controlmeans:
|--- |  | ---------------



| | (i)  |  | when applied to a relationship between a person and a
corporation, the beneficial ownership by such person at the relevant
time of shares of such corporation carrying more than the greater of
50% of the voting rights ordinarily exercisable at meetings of
shareholders of such corporation and the percentage of voting rights
ordinarily exercisable at meetings of shareholders of such
corporation that are sufficient to elect a majority of the directors
of such corporation; and
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | when applied to a relationship between a person and a
partnership or joint venture, the beneficial ownership by such
person at the relevant time of more than 50% of the ownership
interest of the partnership or such joint venture in circumstances
where it can reasonably be expected that such person directs the
affairs of the partnership or joint venture;                                                                                                                         



|(c) |  | Controlled by, Controllingand similar words have corresponding
meanings; provided that a person (the first-mentioned person) who
Controls a corporation, partnership or joint venture (the
second-mentioned person) shall be deemed to Control (i) a corporation,
partnership or joint venture (the third-mentioned person) which is
Controlled by the second-mentioned person, (ii) a corporation, partnership
or joint venture which is Controlled by the third-mentioned person, and
(iii) so on;
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(d) |  | Direction and Escrow Agreement Regarding the 1999 Green Line
Reorganizationmeans the agreement entered into among TD Bank, TD
Securities Inc., TD Waterhouse Securities (Canada), Inc. and the Company,
dated the date hereof;                                                                                                                                                                                                                                                                              
|   
|(e) |  | Effective Timemeans the time of the Effective Transfer of the
Transferred Business and service operations as specified in the Direction
and Escrow Agreement Regarding the 1999 Green Line Reorganization;                                                                                                                                                                                                                                                                                                  
|   
|(f) |  | Lossesshall mean any losses, liabilities, claims, damages, costs, and
expenses, including counsels and accountants fees, disbursements and
court costs, judgements, fines and other amounts paid in settlement;                                                                                                                                                                                                                                                                                           
|   
|(g) |  | members of TD Group", members of Waterhouse Groupor other similar
phrase means one or more of the entities which comprise TD Group or
Waterhouse Group, as applicable;                                                                                                                                                                                                                                                                                                                                     
|   
|(h) |  | TD Groupmeans The Toronto-Dominion Bank and its Affiliates from time
to time (including companies established or acquired after the date of
this Agreement), but excluding Waterhouse Group; and                                                                                                                                                                                                                                                                                                            



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|(i) |  | Waterhouse Groupmeans TD Waterhouse Group, Inc. and all persons which
TD Waterhouse Group, Inc. Controls from time to time (including companies
established or acquired after the date of this Agreement).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




1.2 Article, Section, Exhibit and Schedule References



| |  | Except as otherwise expressly provided, a reference in this Agreement to
an Article, section, subsection, paragraph, Exhibit or
Schedule is a reference to an article, section, subsection, paragraph,
exhibit or schedule of or to this Agreement.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




1.3 Interpretation Not Affected by Headings



| |  | The headings in this Agreement are for convenience only and shall not
affect the construction or interpretation of this Agreement.
| |  | ----------------------------------------------------------------------------------------------------------------------------------




1.4 Included Words



| |  | When the context reasonably permits, words suggesting the singular shall
be construed as suggesting the plural and vice versa, and words
suggesting one gender shall be construed as suggesting other genders.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




1.5 Exhibits



| |  | The following Exhibits are attached to and form a part of this Agreement:
| |  | -------------------------------------------------------------------------

|                                                 
|-------------------------------------------------
|Exhibit A-Services in Canada;                  
|                                                 
|                                                 
|                                                 
|                                                 
|Exhibit B-Services in United States of America;
|                                                 
|                                                 
|                                                 
|                                                 
|Exhibit C-Services in United Kingdom;          
|                                                 
|                                                 
|                                                 
|                                                 
|Exhibit D-Services in Australia; and           
|                                                 
|                                                 
|                                                 
|                                                 
|Exhibit E-Services in Hong Kong                




1.6 Effective Time of Agreement



| |  | This Agreement is effective from and after the Effective Time.
| |  | --------------------------------------------------------------




1.7 Replacement of Portion of the 1996 Service Agreement



| |  | The Company on behalf of TD Waterhouse Securities (Canada), Inc. confirms
and agrees that the services to be provided to it hereunder by TD Bank
and the provisions hereunder related thereto replace and supercede all
services and provisions to which TD Waterhouse Securities (Canada), Inc.
is entitled as an assignee of a portion of the benefits set out in the
master service agreement made as of January 1, 1996 between TD Bank and
TD Securities Inc. to the extent that they relate to the business of TD
Waterhouse Securities (Canada), Inc.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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ARTICLE 2
SERVICES AND COMPENSATION




2.1 Services Provided



| | (a) |  | Upon the terms and subject to the conditions set forth in
this Agreement, TD Group or Waterhouse Group, as the case may be,
will provide or cause to be provided to the members of the others
Group, as applicable, (the Service Receiver) the services
(collectively, the Services and individually, a Service) set
forth in Exhibits A through E (including any schedules to such
exhibits or other exhibits as may be added to this Agreement by
amendment from time to time) attached hereto and incorporated herein
by reference (collectively, the Exhibits and individually, an
Exhibit). The member of TD Group or Waterhouse Group providing a
Service is herein referred to as the Service Provider. Each
Service shall be subject to the terms identified in the Exhibit
related thereto. In the event any Service is terminated, this
master services agreement (the Agreement) shall remain in effect,
unless otherwise terminated as provided in Section 6.1 hereof. In
the event of any conflict between the terms of this Agreement and
any Exhibit, the terms of this Agreement shall govern, unless the
terms of such Exhibit are expressly stated to override the terms of
this Agreement.                                                                                                                                                                                                                                                                                     
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | In addition, a member of Waterhouse Group may request that a
member of TD Group expand, terminate or otherwise modify existing
Services provided by such member of TD Group or provide additional
services, and a member of TD Group may request that a member of
Waterhouse Group expand, terminate or otherwise modify existing
Services provided by such member of Waterhouse Group or provide
additional services. Subject to agreement on the appropriate
compensation, which will be based on the principles set out in
Section 2.3 hereof, a member of TD Group will agree to provide
expanded, modified or additional services to a member of Waterhouse
Group where such services were provided by such member of TD Group
to such member of Waterhouse Group (and vice-versa) within the year
immediately preceding the execution of this Agreement. With respect
to any other services, the parties will discuss, without obligation,
such expansion or modification of Services or provision of
additional services and an appropriate charge for such services.
Upon the request of a Service Receiver, a Service Provider shall
agree to terminate a Service on 90 days advance notice, subject to
agreement on an appropriate reduction in the compensation payable
hereunder. Any agreement to expand, modify or terminate a Service
or add an additional service shall be implemented by an amendment to
this Agreement or its Exhibits, as applicable, in accordance with
Section 7.10 hereof.



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2.2 Performance of Services



| | (a) |  | A Service Provider shall perform Services with the same degree of care,
skill and prudence customarily exercised by it for its own operations. In
the event a Service Provider changes the degree of care, skill and
prudence customarily exercised for its own operations, the Services
performed by it hereunder may be modified by such Service Provider to meet
its revised internal performance standards for the Services it provides
hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Each party acknowledges that the Services will be provided with respect
to the business of a Service Receiver and all other members of its Group
as such business exists as of the time of closing of the initial offering
to the public of common shares in the capital stock of the Company or as
otherwise mutually agreed by the parties. Each Service Receiver agrees to
use the Services in accordance with all applicable federal, provincial,
state and local laws, regulations and tariffs and in accordance with
reasonable conditions, rules, regulations and specifications which are or
may be set forth in any manuals, materials, documents or instructions of
the Service Provider. Each Service Provider reserves the right to take
all actions in order to assure the Services provided by it are provided in
accordance with any applicable laws, regulations and tariffs.                                                                                                               
|
| | (c) |  | Any input or information reasonably required by a Service Provider to
perform Services pursuant to the provisions of this Agreement shall be
provided by the Service Receiver in a manner consistent with the practices
employed by the parties during the year prior to the execution of this
Agreement. Should the failure to provide such input or information render
the performance of the Services impossible or unreasonably difficult, the
Service Provider may, upon written notice to the Service Receiver, refuse
to provide such Services until such input or information is provided. To
the extent reasonably required for the Service Providers personnel to
perform the Services, the Service Receiver shall provide the Service
Providers personnel with access to its equipment, office space and any
other areas and equipment necessary for the provision of Services;
provided that such access shall not unreasonably interfere with the
Service Receivers conduct of its business.
|
| | (d) |  | In providing Services, a Service Provider may, as it in its sole
discretion deems necessary or appropriate, (i) use its personnel or that
of other members of its Group, and (ii) employ the services of third
parties to the extent such third party services are routinely utilized to
provide similar services to other Service Provider businesses or are
reasonably necessary for the efficient performance of any Services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (e) |  | Nothing in this Agreement shall require a Service Provider to favour a
Service Receiver over a business of the Service Provider or those of any
member of its Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



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2.3 Compensation

Each Service Provider shall be compensated for the Services rendered by it
under this Agreement as set forth in the applicable Exhibits hereto. Payments
shall be made by the Service Receiver the thirtieth (30th) day of the month
following the month in which such Services are performed either by cheque, wire
transfer, intracompany netting or at such other times or by such other
method(s) agreed to by the parties. The fees and charges to be set out in the
Exhibits will be determined as follows:



| | (i)  |  | charges for Services performed by a third party shall be
based upon the incremental costs charged by such third party to the
applicable Service Provider to perform those Services for the
applicable Service Receiver;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | fees for Services provided by a Service Provider shall be
based upon the estimated or actual costs of providing such Services
to the applicable Service Receiver, which shall include a reasonable
allocation of Service Providers direct and indirect overhead costs
(including, without limitation, employee salaries, benefits and
other costs) which Service Provider estimates will be incurred or
which are incurred in connection therewith, plus (unless otherwise
agreed to by the Service Provider), a reasonable margin for profit.
The determination of whether a margin for profit is reasonable shall
be, to the extent practicable, based on the price an unaffiliated
third party service provider would charge for the Services; and such
other charges, fees, or commissions for Services provided shall be
based on the methodology as set forth in the Exhibit or Exhibits for
such Services.




ARTICLE 3
CONFIDENTIALITY




3.1 Confidentiality of Information



| | (a) |  | All Confidential Information (as hereinafter defined)
disclosed by either of the parties to the other party hereunder is
confidential and proprietary to such disclosing party. Each party,
its affiliates, and subsidiaries and its or their officers,
directors, employees, agents, consultants and contractors shall not
use any of the Confidential Information for any purpose other than
as expressly permitted hereunder. Confidential Information
furnished by either of the parties to the other party in connection
with this Agreement (or previously disclosed prior to execution of
this Agreement) and the transactions contemplated hereby will be
kept in confidence by such other party, including its affiliates and
subsidiaries and its or their officers, directors, employees,
agents, consultants and contractors, in accordance with the policies
of TD Bank and the Company, as applicable, for maintaining the
confidence of its own information of similar content.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (b) |  | The term Confidential Information shall mean and include:
| | --- |  | -----------------------------------------------------------
|

| | (i)  |  | All trade secrets, other confidential business
information and other confidential information learned in the
course of performance by either party of its obligations
hereunder; and
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | Any information, data, software or computer
programs which are disclosed by either party to the other
party under or in contemplation of this Agreement.                            

Confidential Information may be either the property of the disclosing
party or information provided to the disclosing party by a corporate affiliate
of the disclosing party or by a third party.



| | (c) |  | Notwithstanding the foregoing, the term Confidential
Information shall not include information which:
| | --- |  | -------------------------------------------------------------------------------------------------------
|

| | (i)   |  | is or becomes part of the public domain other
than by way of a breach of this Agreement or through the
fault of the receiving party;                                                                                                                                                                                                                                                    
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | is or becomes available to the receiving party
from a source other than the disclosing party, which source
has no obligation of confidentiality to the disclosing party
in respect thereof;                                                                                                                                                                                             
|
| | (iii) |  | is required by law, regulation or court order
to be disclosed by such party, in the opinion of its counsel,
provided that prior notice of such disclosure has been given
to the other party when legally permissible, upon sufficient
notice in order to permit the other party to take such legal
action to prevent the disclosure as it deems reasonable,
appropriate or necessary; or
|
| | (iv)  |  | the parties have mutually agreed may be
disclosed.                                                                                                                                                                                                                                                                                                                                      
|

| | (d) |  | This Section 3.1 shall survive any termination of this
Agreement, in whole or in part, for five (5) years.                                                                                                                                                                                                                                                                                                                                                                   
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (e) |  | Upon the discovery of any inadvertent disclosure or
unauthorized use of Confidential Information, or upon receiving
notice of a prohibited disclosure or unauthorized use from the other
party to this Agreement, the receiving party shall take all
necessary actions to prevent any further inadvertent or prohibited
disclosure or unauthorized use and, subject to Section 5.1, the
disclosing party shall be entitled to pursue any remedy which may be
available to it.



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ARTICLE 4
CONFLICT RESOLUTION




4.1 Conflict Resolution

Any dispute, controversy or claim relating to this Agreement (a Dispute)
shall initially be referred to the executive management of the parties to the
Dispute who shall attempt to resolve such Dispute in good faith.




ARTICLE 5
LIMITATION OF LIABILITY AND WARRANTY




5.1 Limitation



| | (a) |  | In the absence of gross negligence or reckless or wilful
misconduct on a Service Providers part, and whether or not it is
negligent, such Service Provider shall not be liable for any Losses
arising out of any actual or alleged injury, loss or damage of any
nature whatsoever in providing or failing to provide Services to a
Service Receiver. Notwithstanding anything to the contrary
contained herein, in the event a Service Provider commits an error
with respect to or incorrectly performs or fails to perform any
Service, at Service Receivers request, such Service Provider shall
use reasonable efforts to correct such error, re-perform or perform
such Service; provided that the Service Provider shall have no
obligation to recreate any lost or destroyed data to the extent the
same cannot be cured by the reperformance of the Service in
question.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Service Providers liability for damages to Service Receiver
for any cause whatsoever, and regardless of the form of action,
whether in contract or in tort, including negligence, gross
negligence or wilful misconduct, shall be limited to the payments
made hereunder for the specified Service that allegedly caused the
damage during the period in which the alleged damage was incurred by
the Service Receiver. In no event shall the Service Provider be
liable for any damages caused by the Service Receivers failure to
perform the Service Receivers responsibilities hereunder. A
Service Provider will not be liable to a Service Receiver for any
act or omission of any other entity (other than due to a default by
Service Provider in any agreement between Service Provider and such
other entity) furnishing any Service.                                 
|
| | (c) |  | NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR
AT LAW OR IN EQUITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR
PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION OR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



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| |  |  | ANY OTHER LOSS) ARISING FROM OR RELATING TO ANY CLAIM MADE UNDER
THIS AGREEMENT OR REGARDING THE PROVISION OF OR THE FAILURE TO
PROVIDE THE SERVICES.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------




ARTICLE 6
TERM AND TERMINATION




6.1 Term and Termination



| | (a) |  | Unless earlier terminated as provided below, this Agreement
shall take effect upon the date first written above and shall remain
in effect until the later of: (i) the date specified by TD Bank or
the Company for the termination of this Agreement in a notice given
by TD Bank or the Company, as applicable, to the other, or (ii) the
first anniversary of the date such notice is given.      
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | In addition, this Agreement may be terminated, in whole or in
part, upon the following conditions (but reserving all other
remedies and rights hereunder, in whole or in part, and otherwise
available in law or in equity) immediately by TD Bank or the Company
by the giving of written notice to the other, without any prior
notice, upon the occurrence of one or more of the following events:
|

| | (i)   |  | the other entering into proceedings in
bankruptcy or insolvency;                                                                                                                                                                                                                   
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the other making an assignment for the benefit
of creditors;                                                                                                                                                                                                                       
|
| | (iii) |  | a petition being filed in respect of the other
under a bankruptcy law, a corporate reorganization law, or
any other law for relief as a debtor or having a similar
purpose or effect and such petition is not vacated within
thirty (30) business days from the date of filing.; or
|
| | (iv)  |  | the other enters into liquidation, dissolution
or other similar proceedings.                                                                                                                                                                                                       




ARTICLE 7
MISCELLANEOUS




7.1 Further Assurances

Each party will, from time to time and at all times after the Effective
Time, without further consideration, do such further acts and deliver all such
further assurances, deeds and documents as shall be reasonably required in
order to fully perform and carry out the terms of this Agreement.



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7.2 Entire Agreement

The provisions contained in any and all documents and agreements
collateral hereto shall at all times be read subject to the provisions of this
Agreement and, in the event of conflict, the provisions of this Agreement shall
prevail.




7.3 Governing Law

This Agreement shall be subject to and interpreted, construed and enforced
in accordance with the laws of Ontario and the laws of Canada applicable
therein and shall be treated as a contract made in Ontario. The parties
irrevocably attorn and submit to the jurisdiction of the courts of Ontario and
courts of appeal therefrom in respect of all matters arising out of this
Agreement.




7.4 Assignment, Enurement, Etc.

No party to this Agreement shall have the right to assign or otherwise
transfer its rights or obligations under this Agreement, except with the prior
written consent of the other party hereto. This Agreement shall be binding
upon and enure to the benefit of the members of TD Group and the members of
Waterhouse Group, all of which shall be considered to be parties to this
Agreement and their respective successors and permitted assigns.




7.5 Time of Essence

Time shall be of the essence in this Agreement.




7.6 Notices

The addresses and fax number of each party for notices shall be as follows:

|        |  |                           |  |                                  
|------- |  | ------------------------- |  | ---------------------------------
|TD Bank |  | The Toronto-Dominion Bank
|       
|       
|       
|       
|        |  | P.O. Box 1, 12th Floor   
|       
|       
|       
|       
|        |  | Toronto-Dominion Centre  
|       
|       
|       
|       
|        |  | Toronto, Ontario         
|       
|       
|       
|       
|        |  | M5K 1A2                  
|       
|       
|       
|       
|        |  | Attention:                |  | Senior Vice-President,
Compliance
|       
|       
|       
|       
|        |  | Fax: (416) 944-6932      



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|         |  |                           |  |                                             
|-------- |  | ------------------------- |  | --------------------------------------------
|        
|        
|        
|        
|Company: |  | TD Waterhouse Group, Inc.
|        
|        
|        
|        
|         |  | 100 Wall Street          
|        
|        
|        
|        
|         |  | New York, NY             
|        
|        
|        
|        
|         |  | 10005                    
|        
|        
|        
|        
|         |  | Attention:                |  | Executive Vice-President
and General Counsel
|        
|        
|        
|        
|         |  | Fax: (212) 509-8099      

Any notice, communication or statement (a notice) required, permitted or
contemplated hereunder shall be in writing and shall be delivered as follows:



| | (a) |  | by delivery to a party between 8:00 a.m. and 4:00 p.m. local
time on a Business Day at the address of such party for notices, in
which case the notice shall be deemed to have been received by that
party when it is delivered; or                                                                                                                                                                                                                           
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | by telecopier to a party to the telecopier number of such
party for notices, in which case, if the notice was telecopied prior
to 4:00 p.m. local time on a Business Day the notice shall be deemed
to have been received by that party when it was telecopied and if it
was faxed on a day which is not a Business Day or is faxed after
4:00 p.m. local time on a Business Day, it shall be deemed to have
been received on the next following Business Day.

A party may from time to time change its address for service or its fax
number for service by giving written notice of such change to the other party.




7.7 Invalidity of Provisions

If at any time any provision of this Agreement is or becomes illegal,
invalid or unenforceable in any respect under the law of any jurisdiction, that
shall not affect or impair:



| | (a) |  | the legality, validity or enforceability in that jurisdiction
of any other provision of this Agreement; or                        
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the legality, validity or enforceability under the law of any
other jurisdiction of that or any other provision of this Agreement.




7.8 Waiver

No waiver by any party of any breach (whether actual or anticipated) of
any of the provisions contained herein shall take effect or be binding upon
that party unless the waiver is expressed in writing by a duly authorized
representative of that party. Any



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waiver so given shall extend only to the particular breach so waived and
shall not limit or affect any rights with respect to any other or future
breach.




7.9 Remedies Generally

No failure on the part of any party in exercising any right or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or remedy preclude any other or further exercise
thereof or the exercise of any other right or remedy hereunder or in law or in
equity or by statute or otherwise conferred.




7.10 Amendment

This Agreement including any Exhibits hereto, shall not be varied in its
terms or amended by oral agreement or by representations or otherwise other
than by an instrument in writing dated subsequent to the date hereof, executed
by a duly authorized representative of each party.




7.11 Counterpart Execution

This Agreement may be executed in counterpart and all executed
counterparts together shall constitute one agreement.




7.12 Agency

The parties acknowledge and agree that TD Bank and the Company have
entered into the Agreement on their own behalf and as agent for and on behalf
of the other members of their respective Groups (whether or not formally
appointed as agent on or before the date of this Agreement) and it is the
express intention of the parties that TD Bank and the Company on behalf of
their respective Groups, or the members of their respective Groups themselves,
may exercise and enforce all their rights and remedies provided herein in the
same manner as if each were a signatory hereto. TD Bank and the Company shall
be generally entitled to deal with the other on behalf of the members of their
respective Groups in respect of all matters concerning this Agreement without
any obligation whatsoever to investigate the authority of TD Bank or the
Company, as applicable, and notwithstanding anything contained herein, TD Bank
and the Company will continue to be bound by all of their obligations under
this Agreement as if no such agency relationship existed and shall remain
liable to perform the obligations of the other members of their respective
Groups hereunder to the extent that such persons fail to do so.




7.13 Force Majeure

No party shall be liable for any failure of or delay in the performance of
this Agreement or any Services hereunder for the period that such failure or
delay is due to acts of God, public enemy, war, strikes or labour disputes, or
any other cause beyond the parties reasonable control.



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7.14 Services Not Transfer

For the avoidance of all doubt, the parties hereto acknowledge and agree
that this Agreement is for the provision of services and no transfer or
conveyance of property of one party to another arises hereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement on the 28th
day of June, 1999.

|                                    |  |                         
|----------------------------------- |  | ------------------------
|THE TORONTO-DOMINION BANK           |  | TD WATERHOUSE GROUP INC.
|                                   
|Per:            Geoffrey Horrocks |  | Geoffrey Horrocks      
|                                   
|Per:                               





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TABLE OF CONTENTS

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|ARTICLE 1 INTERPRETATION                                 | 1 
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|1.1 Definitions                                          | 1 
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|1.2 Article, Section, Exhibit and Schedule References    | 3 
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|1.3 Interpretation Not Affected by Headings              | 3 
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|1.4 Included Words                                       | 3 
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|1.5 Exhibits                                             | 3 
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|1.6 Effective Time of Agreement                          | 3 
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|1.7 Replacement of Portion of the 1996 Service Agreement | 3 
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|ARTICLE 2 SERVICES AND COMPENSATION                      | 4 
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|2.1 Services Provided                                    | 4 
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|2.2 Performance of Services                              | 5 
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|2.3 Compensation                                         | 6 
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|ARTICLE 3 CONFIDENTIALITY                                | 6 
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|3.1 Confidentiality of Information                       | 6 
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|ARTICLE 4 CONFLICT RESOLUTION                            | 8 
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|4.1 Conflict Resolution                                  | 8 
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|ARTICLE 5 LIMITATION OF LIABILITY AND WARRANTY           | 8 
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|5.1 Limitation                                           | 8 
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|ARTICLE 6 TERM AND TERMINATION                           | 9 
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|6.1 Term and Termination                                 | 9 
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|ARTICLE 7 MISCELLANEOUS                                  | 9 
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|7.1 Further Assurances                                   | 9 
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|7.2 Entire Agreement                                     | 10
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|7.3 Governing Law                                        | 10
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|7.4 Assignment, Enurement, Etc.                          | 10
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|7.5 Time of Essence                                      | 10
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|7.6 Notices                                              | 10
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|7.7 Invalidity of Provisions                             | 11
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|7.8 Waiver                                               | 11
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|7.9 Remedies Generally                                   | 12
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|7.10 Amendment                                           | 12
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|7.11 Counterpart Execution                               | 12
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|7.12 Agency                                              | 12
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|7.13 Force Majeure                                       | 12
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|7.14 Services Not Transfer                               | 13