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                                  eSPEED, INC.

                AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

         1. Purpose. The purpose of the eSpeed, Inc. Employee Stock Purchase
Plan (the "Plan") is to provide eligible employees of eSpeed, Inc. (the
"Company"), its Subsidiaries and its Parent, who wish to become stockholders, an
opportunity to purchase Common Stock of the Company. The Board of Directors of
the Company (the "Board") believes that employee participation in ownership will
be to the mutual benefit of the employees and the Company. The Plan is intended
to constitute an "employee stock purchase plan" within the meaning of section
423 of the Internal Revenue Code of 1986, as amended (the "Code").

         2. Definitions. Terms not otherwise defined herein shall have the
meaning set forth below:

         (a) "Committee" means the Board or a committee appointed by the Board
to administer the Plan.

         (b) "Compensation" means, with respect to any paycheck, either (i) the
portion thereof representing the gross remuneration paid for services rendered,
or (ii) the portion thereof representing base salary or regular wages, as
determined by the Committee.

         (c) "Eligible Employee" means an Employee who is eligible to
participate pursuant to Section 4(a).

         (d) "Employee" means each individual who is an employee of the Company,
a Subsidiary, or Parent for purposes of federal tax withholding; provided,
however, that the term Employee shall not include any individual (i) who for
purposes of section 423(b)(3) of the Code, is deemed to own stock possessing 5%
or more of the total combined voting power or value of all classes of stock of
the Company, a Subsidiary, or Parent, or (ii) who is on an approved leave of
absence that has exceeded 90 days and whose right to reemployment is not
guaranteed either by statute or by contract.

         (e) "Market Value" means the last sales price of a Share or, if
unavailable, the average of the closing bid and asked prices per Share at the
end of regular trading on such date (or, if there was no trading or quotation in
the Shares on such date, on the next preceding date on which there was trading
or quotation) as provided by the national securities exchange or interdealer
quotation system on which the Shares are listed or quoted.


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         (f) "Offering" means each separate offering of Shares under the Plan
that occurs during each Offering Period.

         (g) "Offering Date" means the date on which each Offering Period is to
commence, as determined by the Administrative Committee.

         (h) "Offering Period" means a period of such duration as determined by
the Committee; provided, however, that the duration of an Offering Period shall
not exceed (i) 6 months, where the Purchase Price is set by reference to the
lower of the Market Price on the Offering Date or the Purchase Date, or (ii) 5
years, where the Purchase Price is set solely by reference to the Market Price
on the Purchase Date. Offering Periods may run consecutively or may overlap, as
determined by the Committee.

         (i) "Parent" means a corporation described in section 424(e) of the
Code that has, with the permission of the Board, adopted the Plan.

         (j) "Participant" means each Eligible Employee who elects to
participate in the Plan.

         (k) "Purchase Agreement" means the document prescribed by the Committee
pursuant to which an Eligible Employee has enrolled to be a Participant.

         (l) "Purchase Date" means the last day of each Offering Period, and
such interim dates, as determined by the Committee, on which Shares are
purchased pursuant to the Plan.

         (m) "Purchase Price" shall mean the price at which a Share shall be
purchased on each Purchase Date, the method for determining which shall be set
in advance of each Offering by the Committee; provided, however, that the
Purchase Price shall not be less than 85% of the Market Value on the (i)
Offering Date, or (ii) Purchase Date, whichever is lower.

         (n) "Share" means a share of Class A Common Stock of the Company, par
value $0.01 per share.

         (o) "Stock Purchase Account" means a noninterest bearing bookkeeping
entry established by the Company, which shall record all amounts deducted from a
Participant's Compensation for the purpose of purchasing Shares for such
Participant under the Plan, reduced by all amounts applied to the purchase of
Shares for such Participant under the Plan. The Company shall not be required to
segregate or set aside any amounts so deducted, and such bookkeeping entry shall
not represent an interest in any assets of the Company. All deducted amounts
shall remain part of the Company's general assets until they are applied to
purchase Shares under the Plan, and until such time may be used by the Company
for any corporate purpose.

         (p) "Subsidiary" shall mean a corporation described in section 424(f)
of the Code that has, with the permission of the Board, adopted the Plan.

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         3. Administration.

         (a) The Plan shall be administered by the Committee who shall have the
authority and power to adopt, construe, and enforce rules and regulations not
inconsistent with the provisions of the Plan. In administering the Plan, the
Committee shall ensure that all Eligible Employees have the same rights and
privileges, to the extent required under Section 423(b)(5) of the Code. Any
action of the Committee with respect to the Plan shall be final, conclusive and
binding on all persons, including the Company, its Parent and its Subsidiaries,
Participants, and any person claiming any rights under the Plan from or through
any Participant, except to the extent the Committee may subsequently modify, or
take further action not consistent with, its prior action. The Committee may
delegate to officers or managers of the Company, its Parent or its Subsidiaries
the authority, subject to such terms as the Committee shall determine, to
perform such functions as the Committee may determine, to the extent permitted
under applicable law.

         (b) Each member of the Committee shall be entitled to, in good faith,
rely or act upon any report or other information furnished to him by any officer
or other employee of the Company , its Parent or its Subsidiaries, the Company's
independent certified public accountants or any compensation consultant, legal
counsel or other professional retained by the Company to assist in the
administration of the Plan. No member of the Committee, or any officer or
employee of the Company acting on behalf of the Committee, shall be personally
liable for any action, determination or interpretation taken or made in good
faith with respect to the Plan, and all members of the Committee and any officer
or employee of the Company acting on its behalf shall, to the extent permitted
by law, be fully indemnified and protected by the Company with respect to any
such action, determination or interpretation.

         4. Eligibility and Participation.

         (a) During each Offering, each Employee shall be eligible to
participate in the Plan; provided, however, that with respect to any Offering,
the Committee may exclude such Employees who are described in Section 423(b)(4)
of the Code.

         (b) Each Eligible Employee may elect to participate in an Offering by
completing a Purchase Agreement at such time in advance of the commencement of
the Offering Date as determined by the Committee.

         (c) Unless otherwise determined by the Committee, the purchase of
Shares under the Plan shall be funded solely through payroll deductions
accumulated during the Offering Period. In a Purchase Agreement, an Eligible
Employee shall designate the percentage (in whole percentages) of Compensation
to be deducted from each paycheck, subject to such maximum percentage limit as
may be set by the Committee on a uniform basis. Such payroll deductions shall be
credited to the Participant's Stock Purchase Account. Decreases to a
Participant's rate of payroll deduction during an Offering Period may be
permitted based on uniform rules to be

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established by the Committee. Increases to a Participant's rate of payroll
deduction during an Offering Period shall not be permitted.

         (d) Any Participant may voluntarily withdraw from the Plan by filing a
notice of withdrawal with the Committee at such time in advance as the Committee
may specify. Upon such withdrawal, there shall be paid to the Participant the
amount, if any, standing to his credit in his Stock Purchase Account.

         (e) If a Participant ceases to be employed by the Company, a
Subsidiary, or Parent, participation in the Plan shall cease and the entire
amount, if any, standing to the Participant's credit in his Stock Purchase
Account shall be refunded to him. If a Participant remains employed by the
Company, a Subsidiary, or Parent, but ceases to be an Eligible Employee, he may
continue to participate in the Plan through the end of the Offering Period in
which such cessation occurs, but may participate thereafter only pursuant to
Section 4(a).

         5. Purchase of Shares. Subject to Section 6, on any Purchase Date,
there shall be purchased on behalf of each Participant that number of Shares
which equals the amount then credited to each Participant's Stock Purchase
Account divided by the Purchase Price (rounded down to the nearest whole Share).
Any amounts not so applied (i.e., that would result in a fractional Share) shall
remain in the Participant's Stock Purchase Account.

         6. Limitations.

         (a) The aggregate number of Shares that may be purchased under the Plan
shall not exceed 425,000.

         (b) The aggregate number of Shares that may be purchased by any
Participant with respect to any one Offering Period shall not exceed 5,000.

         (c) No Eligible Employee shall be granted the right to purchase Shares
that would exceed the limitation set forth in Section 423(b)(8) of the Code. In
this regard, the maximum number of Shares that may be purchased on any Purchase
Date during a calendar year shall equal the annual limitation on Shares
calculated pursuant to Section 423(b)(8) of the Code divided by the number of
Purchase Dates that are scheduled to occur during such calendar year.

In order to satisfy the foregoing limitations, the Committee shall have the
right to (i) decrease or suspend a Participant's payroll deductions, (ii) not
apply all or any portion of a Participant's Stock Purchase Account toward the
purchase of Shares, and (iii) repurchase Shares previously purchased by a
Participant at the Purchase Price paid by the Participant. In respect of Section
6(a) above, any such method shall be applied on a uniform basis.

         7. Restrictions on Shares. Shares purchased by a Participant shall, for
all purposes, be deemed to have been issued at the close of business on the
relevant Purchase Date. Prior to that

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time, none of the rights or privileges of a stockholder of the Company shall
inure to the Participant with respect to such Shares. All Shares purchased under
the Plan shall be delivered by the Company in a manner as determined by the
Committee and may consist, in whole or in part, of authorized and unissued
shares, treasury shares or shares acquired in the market on a Participant's
behalf. The Committee shall have the authority to determine the restrictions, if
any, to which Shares shall be subject (including lock-ups and other transfer
restrictions), and may condition the delivery of the Shares upon the execution
by the Participant of any agreement providing for such restrictions and/or
require that the Shares be held in a brokerage or custodial account established
with a broker or other custodian selected by the Committee in order to enforce
such restrictions.

         8. Adjustments.

         (a) In the event that the Committee shall determine that any
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of Shares or other
securities, stock dividend or other special, large and non-recurring dividend or
distribution (whether in the form of cash, securities or other property),
liquidation, dissolution, or other similar corporate transaction or event,
affects the Shares such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participants under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the limitations on the number of Shares that may be purchased under Sections
6(a) and (b), (ii) the kind of Shares reserved for purchase under the Plan, and
(iii) the calculation of the Purchase Price.

         (b) If the Shares shall cease for any reason to be listed on any
nationally recognized stock exchange or quotation system, the Plan and any
Offering hereunder shall thereupon terminate, and the balance then standing to
the credit of each Participant in his Stock Purchase Account shall be returned
to him.

         9. General Provisions.

         (a) Compliance With Laws and Obligations. The Company shall not be
obligated to issue or deliver Shares under the Plan in a transaction subject to
the requirements of any applicable securities law, any requirement under any
listing agreement between the Company and any national securities exchange or
automated quotation system or any other law, regulation or contractual
obligation of the Company until the Company is satisfied that such laws,
regulations, and other obligations of the Company have been complied with in
full. Certificates representing Shares issued under the Plan will be subject to
such stop-transfer orders and other restrictions as may be applicable under such
laws, regulations and other obligations of the Company, including any
requirement that a legend or legends be placed thereon.

         (b) Nonalienation. The right to purchase Shares under the Plan is
personal to the Participant, is exercisable only by the
Participant during his lifetime except as hereinafter set

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forth, and may not be assigned or otherwise transferred by the Participant.
Notwithstanding the foregoing, there shall be delivered to the executor,
administrator or other personal representative of a deceased Participant such
Shares and such residual balance as may remain in the Participant's Stock
Purchase Account as of the date the Participant's death occurs. However, such
representative shall be bound by the terms and conditions of the Plan as if such
representative were a Participant.

         (c) Taxes. The Company, a Subsidiary, or Parent, shall be entitled to
require any Participant to remit, through payroll withholding or otherwise, any
tax that it determines it is so obligated to collect with respect to the
purchase or subsequent sale of Shares, and the Committee shall institute such
mechanisms as shall insure the collection of such taxes. If Shares acquired with
respect to an Offering are sold or otherwise disposed of within two years after
the Offering Date or within one year after the Purchase Date, the holder of the
Shares immediately prior to the disposition shall promptly notify the Company in
writing of the date and terms of the disposition and shall provide such other
information regarding the disposition as the Company may reasonably require in
order to secure any deduction then available against the Company's or any other
corporation's taxable income. The Committee may impose such procedures as it
determines may be necessary to ensure that such notification is made (e.g., by
requiring that Shares be held in a brokerage or custodial account established
with a broker or other custodian selected by the Committee).

         (d) No Right to Continued Employment or Service. Neither the Plan nor
any action taken hereunder shall be construed as giving any employee, director
or other person the right to be retained in the employ or service of the
Company, its Parent or any Subsidiary, nor shall it interfere in any way with
the right of the Company, its Parent or any Subsidiary to terminate any
employee's employment or other person's service at any time or with the right of
the Board or stockholders to remove any director.

         (e) Changes to the Plan. The Board may amend, alter, suspend,
discontinue or terminate the Plan without the consent of stockholders or
Participants, except that any such action shall be subject to the approval of
the Company's stockholders at or before the next annual meeting of stockholders
for which the record date is after such Board action if such stockholder
approval is required by any federal or state law or regulation or the rules of
any stock exchange or automated quotation system on which the Shares may then be
listed or quoted, and the Board may otherwise, in its discretion, determine to
submit other such changes to the Plan to stockholders for approval; provided,
however, that, without the consent of an affected Participant, no such action
may materially impair the rights of such Participant with respect to any Shares
previously purchased by the Participant. Upon termination of the Plan, any
amounts then credited to a Participant's Stock Purchase Account shall be
returned to the Participant.

         (f) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor any submission of the Plan or amendments thereto to the stockholders
of the Company for approval shall be construed as creating any limitations on
the power of the Board to adopt such other

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compensatory arrangements as it may deem desirable, including, without
limitation, the granting of stock options or purchase rights otherwise than
under the Plan, and such arrangements may be either applicable generally or only
in specific cases.

         (g) Governing Law. The validity, construction and effect of the Plan,
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Delaware, without giving effect to principles of
conflicts of laws, and applicable federal law.


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