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                                                                   Exhibit 10.28

                            PHANTOM STOCK AGREEMENT


         THIS PHANTOM STOCK AGREEMENT (the "Agreement") is entered into on
[Date], between Web Street, Inc., a Delaware corporation (the "Employer"), and
[Name], an employee of the Employer (the "Employee").

         WHEREAS, the Employer has adopted the Web Street, Inc. 1999 Stock
Incentive Plan (the "Plan"), effective August 26, 1999, and as of the date
hereof, the Employee is a participant in the Plan; and

         WHEREAS, the Plan allows for the issuance of an award made or
denominated in shares of the Employer's common stock, par value $0.01 per share
(the "Common Stock"), subject to such terms and conditions as the Committee (as
defined in the Plan) shall determine; and

         WHEREAS, in order to carry out the purposes of the Plan, the Committee
desires to grant to the Employee phantom stock units tied to the value of shares
of Common Stock.

         NOW, THEREFORE, in consideration of these premises and the mutual
covenants hereinafter set forth and for other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto have agreed, and do
hereby agree, as follows:

         1. Phantom Stock.  The Employee is hereby entitled to receive no later
than [Date] (the "Scheduled Distribution Date"), [Number] shares of Common Stock
to be granted to the Employee under the Plan (the "Phantom Stock"), subject to
the terms and conditions described herein.

         2. Phantom Stock Account.  Notwithstanding anything to the contrary in
this Agreement, the Plan, or any other agreement or arrangement between the
Employer and the Employee, the Phantom Stock shall not be payable or distributed
to the Employee by the Employer before the Distribution Date (as such term is
defined in Paragraph 4 below). Instead, the Employer shall credit such Phantom
Stock to an unfunded account on its books (the "Phantom Stock Account").

         3. Dividends. Dividends relating to Phantom Stock which would have been
paid by the Employer before the Distribution Date (as such term is defined in
Paragraph 4 below) if the Phantom Stock was actually issued to the Employee
shall be credited to the balance in the Phantom Stock Account, commencing on the
date hereof and continuing until the date on which all Phantom Stock credited to
the Phantom Stock Account has been distributed. Such dividends shall become a
part of the Phantom Stock Account and shall be distributed together with the
Phantom Stock credited to the Phantom Stock Account.

         4. Distributions.  The amount of Phantom Stock credited to the Phantom
Stock Account shall be distributed in the form of an equal number of shares of
Common Stock, and dividends relating thereto shall be paid in a lump sum in cash
(except for dividends paid in the form of property, which shall be paid in the
form of such property), to the Employee on the earliest of (a) the Scheduled
Distribution Date, or (b) the date when the Employee's employment terminates for
any reason (including, without limitation, Retirement (as defined in the Plan),
resignation, discharge with or without Cause (as defined in the Plan), or
Disability (as defined in the Plan)) (the "Distribution Date"). The Employer may
place such legends on the certificates representing the shares of Common Stock
delivered to Employee hereunder as are necessary to reflect any restriction on
transfer of such shares pursuant to federal or state securities laws or
otherwise. In the event of the Employee's death, distributions hereunder shall
be made as soon as practicable after the Employee's death to the Employee's
designated beneficiary.

         5. Beneficiary Designations. The beneficiary referred to in Paragraph 4
above may be designated or changed by the Employee (without the consent of any
prior beneficiary) by delivering a written and signed designation to the
Employer before the Employee's death (in a form provided by the Employer). If no
beneficiary is properly designated or if no designated beneficiary survives the
Employee, then distributions hereunder shall be made as soon as reasonably
practicable after the Employee's death to the Employee's estate.

         6.  General Creditor. The Employee or Employee's designated beneficiary
shall have the status of a general unsecured creditor of the Employer, and this
Agreement shall constitute a mere promise by the Employer

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to make a payment in the future. Any Phantom Stock or funds which may be
credited to the Phantom Stock Account shall continue for all purposes to be part
of the general funds of the Employer (and title to and beneficial ownership of
the assets shall at all times remain in the Employer), and no person other than
the Employer shall by virtue of the provisions of this Agreement have any
interest in such Phantom Stock or funds. It is the intention of the parties
hereto that this Agreement be treated as an unfunded deferred compensation
arrangement for tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended. Nothing contained in this
Agreement and no action taken pursuant to the provisions of this Agreement shall
create or be construed to create a trust of any kind or a fiduciary relationship
between the Employer and the Employee, the designated beneficiary or any other
person.

         7.  Assignment Prohibited. The right of the Employee or any other
person to any payment under this Agreement shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment, except by will, beneficiary designation or the laws
of descent and distribution.

         8.  No Stockholder Rights. Until the Phantom Stock shall have been duly
distributed hereunder and the shares shall have been officially recorded as
issued on the Employer's official stockholder records, no person or entity shall
be entitled to vote, receive distributions or dividends or be deemed for any
purpose the holder of the Phantom Stock, and adjustments for dividends or
otherwise shall be made only if the record date therefor is subsequent to the
date such shares are recorded and after the Distribution Date and without
duplication of any adjustment hereunder.


         9.  No Disclosure Rights. The Employer shall have no duty or obligation
to affirmatively disclose to the Employee, and the Employee shall have no right
to be advised of, any material information regarding the Employer at any time
prior to, upon, or in connection with, the distribution of the Phantom Stock.

         10. No Employment Contract. Nothing in this Agreement shall confer upon
the Employee any right to continue in the employ of the Employer for any period
of specific duration or interfere with or otherwise restrict in any way the
rights of the Employer or of the Employee with respect to the Employee's
employment and subject to Employee's employment contract with the Employer.

         11. Successors.  This Agreement shall be binding upon and inure to the
benefit of the Employer and the Employee and their heirs, executors,
administrators, legal representatives or successors.

         12. Choice of Law.  This Agreement shall be construed in accordance
with and governed by the laws of the State of Delaware (other than their choice-
of-law provisions).

         13. Changes in Employer's Capital Structure. The existence of the
Phantom Stock shall not affect in any way the right or authority of the Employer
or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Employer's capital
structure or its business, or any merger or consolidation of the Employer, or
any issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Employer, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

         14. Investment Representation and Agreement. If, in the opinion of
counsel for the Employer, a particular representation is required under the
Securities Act of 1933, as amended, or any other applicable federal or state
law, or any regulation or rule of any governmental agency, the Employer may
require the Employee to make such representations as the Employer reasonably may
determine to be necessary.

         15. Entire Agreement. This Agreement and the Plan constitute the
entire obligation of the parties hereto with respect to the subject matter
hereof and shall supersede any prior expressions of intent or understanding with
respect to this transaction.

         16.  Amendment. Any amendment to this Agreement shall be in writing and
signed by the Employer and the Employee.

         17.  Waiver; Cumulative Rights. The failure or delay of either party to
require performance by the other party of any provision hereof shall not affect
its right to require performance of such provision unless and
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until such performance has been waived in writing. Each and every right
hereunder is cumulative and may be exercised in part or in whole from time to
time.

         18.  Counterparts.  This Agreement may be signed in two counterparts,
each of which shall be an original, but both of which shall constitute but one
and the same instrument.

         19.  Notices.  Any notice which either party hereto may be required or
permitted to give the other shall be in writing and may be delivered personally,
by overnight courier or by mail, postage prepaid, addressed to the Secretary of
the Employer, at its then corporate headquarters, and to the Employee at the
Employee's address as shown on the Employer's records, or to such other address
as the Employee, by notice to the Employer, may designate in writing from time
to time.

         20.  Headings.  The headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

         21.  Severability.  If any provision of this Agreement shall for any
reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not effect any other provision hereof, and this Agreement
shall be construed as if such invalid or unenforceable provision were omitted.

         22.  Tax Consequences.  The Employer shall not be liable or responsible
in any way for, and the Employee agrees to undertake to determine and be
responsible for, any and all tax consequences with respect to the Phantom Stock
and this Agreement. The Employee agrees to allow the Employer to withhold, from
payments to be made under this Agreement or other payments to be made to the
Employee by the Employer, any required tax withholdings that may be due with
respect to the amounts described in this Agreement.

         23.  Adjustment to Distribution Date. Notwithstanding anything
contained in this Agreement, the Plan or any other agreement or arrangement that
may exist with respect to the Employee to the contrary, the Employer, in its
sole discretion, may accelerate or delay the Distribution Date to the extent
necessary to avoid the loss of a deduction for Federal income tax purposes,
including, but not limited to, under Sections 162(m) or 280G of the Internal
Revenue Code of 1986, as amended.


         IN WITNESS WHEREOF, the Employer and the Employee have hereunto set
their hands as of the date first above written.



                                               WEB STREET, INC.





                                               [Name]