EXHIBIT 99.6


                                                                NYSE CSA FORM 1D


                       SUBORDINATED LOAN AGREEMENT - CASH


THIS AGREEMENT is entered into this 31st day of December 1998,  between National
Discount Brokers Group, Inc. (the "Lender") and Equitrade Partners, L.L.C., (the
"Organization").

         1. GENERAL - Subject to the terms and conditions hereinafter set forth,
the  Organization  promises to pay to the Lender or assigns,  on January 1, 2000
(the  "Scheduled  Maturity Date") (the last day of the month at least 1 year and
not more than 10 years from the date  thereof)  at the  principal  office of the
Organization,  $22,000,000  and  interest  payable  annually at a rate of 6% per
annum from the date hereof.  By written notice  delivered to the Organization at
its principal  office and to the New York Stock Exchange,  Inc. (the "Exchange")
no sooner than 6 months from the date  hereof,  the Lender may  accelerate  such
payment date to the last business day of a calendar month not less than 6 months
after the receipt of such notice by both the Organization and the Exchange,  but
the right of the Lender to receive  payment of the  principal  amount hereof and
interest shall remain subordinate as hereinafter provided.

         2.       SUSPENDED REPAYMENT

                  The  Organization's  obligation  to pay the  principal  amount
hereof on the Scheduled Maturity Date or any accelerated  maturity date shall be
suspended  and the  obligation  shall not mature  for any period of time  during
which after giving effect to such payment  (together with (a) the payment of any
other obligation of the  Organization  payable at or prior to the payment hereof
and (b) the return of any Secured Demand Note and the  Collateral  therefor held
by the Organization and returnable at or prior to the payment hereof).

(i)                        in the event that he Organization is not operating
                           pursuant to the alternative net capital
                           requirement provided for in paragraph (a)(1)(ii) of
                           Rule 15c3-1 (the "Rule") under the Securities
                           Exchange Act of 1934, as amended (the "Act"),
                           the aggregate indebtedness of the Organization would
                           exceed 1200 percent of its net capital as those terms
                           are defined in the Rule or any successor rule as in
                           effect at the time payment is to be made, or such
                           other percent as may be made applicable le to the
                           Organization at the time of such payment by the New
                           York Stock Exchange, Inc.  (the "Exchange") or the
                           Securities and Exchange Commission (the "SEC"), or

(ii)                       in the  event  that  the  Organization  is  operating
                           pursuant to such alternative net capital requirement,
                           the net  capital  of the  Organization  would be less
                           than 5 percent (or such other  percent as may be made
                           applicable  to the  Organization  at the time of such
                           payment  by the  Exchange  or the  SEC) of  aggregate
                           debit items computed in accordance  with Exhibit A to
                           Rule 15c3-3 under the Act or any successor rule as in
                           effect at such time, or

(iii)                      in the event that the Organization is registered as a
                           futures commission merchant under the Commodity
                           Exchange Act ( the "CEA"), the net capital of the
                           Organization (as defined in the CEA or the
                           regulations thereunder as in effect at the time of
                           such payment) would be less than 6 percent (or such
                           other percentum as my be made applicable to the
                           Organization at the time of such payment by the
                           commodity Futures Trading Commission ( the "CFTC") of
                           the funds required to be segregated pursuant to the
                           CEA and the regulations thereunder, and the foreign
                           futures or foreign options secured amount less the
                           market value of commodity options purchased by
                           customers on or subject to the rules of a contract
                           market or a foreign board of trade (provided,
                           however, the deduction for each customer shall be
                           limited to the amount of customer funds in such
                           customer's account(s) and foreign futures and
                           foreign options secured amounts), or the
                           Organization's net capital would  be less than the
                           minimum capital requirement as defined by the DSRO,
                           or

(iv)                       the  Organization's  net  capital,  as defined in the
                           Rule or any  successor  rule as in effect at the time
                           of such  payment,  would be less than 120 percent (or
                           such other  percent as may be made  applicable to the
                           Organization  at the  time  of  such  payment  by the
                           Exchange  or the SEC) of the  minimum  dollar  amount
                           required  by the Rule as in  effect  at such time (or
                           such other dollar amount as may be made applicable to
                           the  Organization  at the time of such payment by the
                           Exchange or the SEC), or

(v)                        in the event that the Organization's registered as a
                           futures commission merchant under the CEA and if its
                           net capital, as defined in the CEA or the regulations
                           thereunder as in effect at the time of such payment,
                           would be less than 120 percent (or such other percent
                           as my be made applicable to the Organization at any
                           time of such payment by the CFTC) of the minimum
                           dollar amount required by the CEA or the regulations
                           thereunder as in effect at such time (or such other
                           dollar amount as may be made applicable to the
                           Organization at the time of such payment by the
                           CFTC), or

(vi)                       in the event that the  Organization is subject to the
                           provisions of Paragraph  (a)(6)(v) or (c)(2)(x)(C) of
                           the Rule, the net capital of the  Organization  would
                           be less than the amount  required to satisfy the 1000
                           percent test (or such other  percentum test as may be
                           made  applicable to the  Organization  at the time of
                           such  payment by the  Exchange  or the SEC) stated in
                           such applicable paragraph,

(the net capital  necessary to enable the  Organization to avoid such suspension
of its obligation to pay the principal amount hereof being hereinafter  referred
to as the  "Applicable  Minimum  Capital")  and during any such  suspension  the
Organization  shall,  as  promptly  as  consistent  with the  protection  of its
customers,  reduce its  business to a condition  whereby  the  principal  amount
hereof  with  accrued  interest  thereon  could be paid  (together  with (a) the
payment of any other obligation of the  Organization  payable at or prior to the
payment  hereof and (b) the return of any Secured Demand Note and the Collateral
therefor  held by the  Organization  and  returnable  at or prior to the payment
hereof)  without  the  Organization's  net capital  being  below the  Applicable
Minimum Capital, at which time the Organization shall repay the principal amount
hereof plus accrued  interest  thereon on not less than five days' prior written
notice to the Exchange.  The aggregate principal amount outstanding  pursuant to
this  Agreement  shall mature on the first day at which under this paragraph the
Organization has an obligation to pay the principal  amount hereof.  If pursuant
to the terms hereof the  Organization's  obligation to pay the principal  amount
hereof is suspended and does not mature, the Organization agrees (and the Lender
recognizes)  that if its  obligation to pay the principal  amount hereof is ever
suspended  for a period of six months or more,  it will  promptly  take whatever
steps are necessary to effect a rapid and orderly  complete  liquidation  of its
business.  If payment is made of all or any part of the principal  hereof on the
Scheduled  Maturity Date or any  accelerated  maturity  date and if  immediately
after  any  such  payment  the  Organization's  net  capital  is less  than  the
Applicable Minimum Capital,  the Lender agrees irrevocably  (whether or not such
Lender had any knowledge or notice of such fact at the time of any such payment)
to repay to re Organization,  its successors or assigns,  the sum so paid, to be
held by the  Organization  pursuant to the provisions  hereof as if such payment
had never been made;  provided,  however,  that any suit for the recovery of any
such payment must be commenced within two years of the date of such payment.

                  3.       SUBORDINATION OF OBLIGATIONS

                  The Lender  irrevocably  agrees  that the  obligations  of the
Organization  under this  Agreement with respect to the payment of principal and
interest are and shall be fully and irrevocably  subordinate in right of payment
and subject to the prior  payment or provision for payment in full of all claims
of all other present and future creditors of the  Organization  whose claims are
not similarly  subordinated  (claims hereunder shall rank part passu with claims
similarly  subordinated)  and to  claims  which are now or  hereafter  expressly
stated in the instruments  creating such claims to be senior in right of payment
to the claims of the class of this  claim  arising  out of any matter  occurring
prior to the date or which the  Organizations  obligation  to make such  payment
matures  consistent with the provisions  hereof. In the event of the appointment
of a receiver or trustee of the  Organization or in the event of its insolvency,
liquidation  pursuant to the Securities Investor Protection Act of 1970 ("SIPA")
or  otherwise,  its  bankruptcy,   assignment  for  the  benefit  of  creditors,
reorganization  whether  or not  pursuant  to  bankruptcy  laws,  or  any  other
marshalling of the assets and liabilities of the Organization, the holder hereof
shall not be entitled to  participate  or share,  ratably or  otherwise,  in the
distribution  of the  assets or the  Organization  until all  claims  are senior
hereto, have been fully satisfied, or adequate provision has been made therefor.

                  4.       PERMISSIVE PREPAYMENT

                  With  the  prior  written   approval  of  the  Exchange,   the
Organization  may, at its option,  make  Prepayment of all or any portion of the
principal  amount hereof to the Lender prior to the  Scheduled  Maturity Date at
any time  subsequent to one year form the effective date of this  agreement.  No
Prepayment  shall be made,  however,  if after giving effect thereto (and to all
other  payments of  principal of  outstanding  subordination  agreements  of the
Organization, including the return of any Secured Demand Note and the Collateral
therefor held by the Organization, the maturity or accelerated maturity of which
are  scheduled to occur within six months after the date such  Prepayment  is to
occur  pursuant  to the  provisions  of this  paragraph,  or on or  prior to the
Scheduled Maturity Date for payment of the principal amount hereof  disregarding
this paragraph,  whichever date is earlier)  without  reference to any projected
profit or loss of the Organization.

(i)                        in the event that the  Organization  is not operating
                           pursuant to the alternative  net capital  requirement
                           provided for in paragraph (a)(1)(ii) of the Rule, the
                           aggregate  indebtedness  of  the  Organization  would
                           exceed 1000 percent of its net capital as those terms
                           are defined in the rule or any  successor  rule as in
                           effect at the time such  Prepayment is to be made (or
                           such other percent as may be made  applicable at such
                           time to the Organization by the Exchange or the SEC),
                           or

(ii)                       in the  event  that  the  Organization  is  operating
                           pursuant to such alternative net capital requirement,
                           the net  capital  of the  Organization  would be less
                           than 5 percent (or such other  percent as may be made
                           applicable  to the  Organization  at the time of such
                           Prepayment  by the  Exchange or the SEC) of aggregate
                           debit items computed in accordance  with Exhibit A to
                           Rule 15c3-3 under the Act or any successor rule as in
                           effect at such time, or

(iii)                      in the event that the Organization is registered as a
                           futures commission merchant under the CEA, the net
                           capital of the Organization (as defined in the CEA or
                           the regulations thereunder as in effect at the time
                           of such Prepayment) would be less than 7 percent (or
                           such other percent as may be made applicable to
                           the Organization at the time of such Prepayment by
                           the CFTC) of the funds required to be segregated
                           pursuant to the CEA and the regulations
                           thereunder, and the foreign futures or foreign
                           options secured amount less the market value of
                           commodity options purchased by customers of the
                           Organization on or subject to the rules of a contract
                           market or a foreign board of trade (provided,
                           however, the deduction for each customer shall be
                           limited to the amount of customer funds in such
                           customer's account(s) and foreign futures and foreign
                           options secured amounts) or the Organization's net
                           capital would be less than the minimum capital
                           requirement as defined by the DSRO, or

(iv)                       The Organization's net capital as defined in the Rule
                           or any  successor  rule as in  effect  at the time of
                           such  Prepayment,  would be less than 120 percent (or
                           such other  percent as may be made  applicable to the
                           Organization  at the time of such  Prepayment  by the
                           Exchange  or the SEC) of the  minimum  dollar  amount
                           required  by the Rule as in  effect  at such time (or
                           such other dollar amount as may be made applicable to
                           the  Organization  at the time of such  Prepayment by
                           the Exchange or the SEC), or

(v)                        In the event that the Organization is registered as a
                           futures commission merchant under the CEA, its net
                           capital, as defined in the CEA or the regulations
                           thereunder as in effect at the time of such
                           Prepayment would be less than 120 percent (or such
                           other percent as may be made applicable to the
                           Organization at the time of such Prepayment by the
                           CFTC) of the minimum dollar amount required by the
                           CEA or the regulations thereunder as in effect at
                           such time or such other dollar amount as may be made
                           applicable to the Organization at the time of such
                           Prepayment by the CFTC, or

(vi)                       In the event that the  Organization is subject to the
                           provisions of paragraph  (a)(6)(v) or (c)(2)(x)(c) of
                           the Rule, the net capital of the  Organization  would
                           be less than the amount  required to satisfy the 1000
                           percent  test (or such other  percent  test as may be
                           made  applicable to the  Organization  at the time of
                           such Prepayment by the Exchange or the SEC) stated in
                           such applicable paragraph, or

If Prepayment  is made of all or any part of the  principal  hereof prior to the
Scheduled  Maturity Date and if the  Organization's net capital is less than the
amount required to permit such Prepayment  pursuant to the foregoing  provisions
of this Paragraph,  the Lender agrees revocable  (whether or not such Lender had
an knowledge or notice of such fact at the time of such Prepayment) to repay the
organization,  its  successors  or  assigns,  the  sum so paid to be held by the
Organization  pursuant to the provisions  hereof as if such Prepayment had never
been  made;  provided,  however,  that  any suit  for the  recovery  of any such
Prepayment must be commenced within two years of the date of such Prepayment.

                  5.       ACCELERATION IN EVENT OF INSOLVENCY

                  The  Organization's  obligation  to pay the  unpaid  principal
amount hereof shall forthwith mature, together with interest accrued thereon, in
the  event of any  receivership,  insolvency,  liquidation  pursuant  to SIPA or
otherwise,  bankruptcy,  assignment of the benefit of creditors,  reorganization
whether or not pursuant to  bankruptcy  laws,  or any other  marshalling  of the
assets and liabilities of the organization; but payment of the same shall remain
subordinate as herinabove set forth.

                  6.       EFFECT OF DEFAULT

                  Default in any  payment  hereunder,  including  the payment of
interest, shall not accelerate the maturity hereof except as herein specifically
provided, and the obligation to make payment shall remain subordinated as herein
above set forth.

                  7.       NOTICE OF MATURITY OR ACELERATED MATURITY

                  The  organization   shall  immediately  notify  the  Examining
Authority for such broker or dealer,  if, after giving effect to all Payments of
Payment  Obligations (as that term is defined in (a)(2)(iv) of Appendix D of the
Rule)  under  subordination  agreements  then  outstanding  that are then due or
mature within the following six months without reference to any projected profit
or loss of the broker or dealer either the aggregate  indebtedness of the broker
or dealer  would  exceed 1200 percent of its net capital or its net capital wold
be less than 120 percent of the minimum dollar amount  required by the Rule, or,
in the case of a broker or dealer operating pursuant to paragraph  (a)(1)(ii) of
the Rule, its net capital would be less than 5 percent of aggregate  debit items
computed  in  accordance  with  Exhibit  A to Rule  15c3-3  under the Act or any
successor  rule as in  effect  at such  time,  or,  if  registered  as a futures
commission  merchant,  6 percent of the funds required to be segregated pursuant
to the Commodity  Exchange Act and the regulations  thereunder  (less the market
value of commodity  options  purchased by option  customers on or subject to the
rules of a  contract  market,  each such  deduction  not to exceed the amount of
funds in the option customer's account), if greater, or less than 120 percent of
the minimum dollar amount required by paragraphs (a)(1)(ii) of the rule.





                  8.       NON-LIABILITY OF EXCHANGE

                  The Lender  irrevocably  agrees that the loan evidenced hereby
is not being made in reliance upon the standing of the  Organization as a member
organization  of  the  Exchange  or  upon  the  Exchange's  surveillance  of the
Organization's financial position or its compliance with the Constitution, Rules
and practices of the  Exchange.  The Lender has made such  investigation  of the
Organization and its partners, officer, directors and stockholder, as the Lender
deems  necessary  and  appropriate  under the  circumstance.  The  Lender is not
relying upon the Exchange to provide any  information  concerning or relating to
the Organization and agrees that the Exchange has no  responsibility to disclose
to the Lender any information  concerning or relating to the Organization  which
it may now, or at any future  time,  have.  The lender  agrees that  neither the
Exchange, its Special Trust Fund, or any director, officer, trustee nor employee
of the Exchange or said Trust Fund shall be liable to the Lender with respect to
this agreement or the repayment of the loan evidenced  hereby or of any interest
thereon.

                  9.       STATUS OF PROCEEDS

                  The  proceeds  hereof  shall be dealt with in all  respects as
capital of the Organization,  shall be subject to the risks of its business, and
may be  deposited  in an account or accounts in the  Organization's  name in any
bank or trust company.

                  10.      FUTURES COMMISSION MERCHANTS

                  If the Organization is a futures commission merchant,  as that
term is  defined  in the  CEA,  the  Organization  agrees,  consistent  with the
requirements of Section 1.17(h) of the regulations of the CFTC (17 CFR 1.17(h)),
that:

(a)                        whenever prior written notice by the  Organization to
                           the Exchange is required pursuant to the provision of
                           this  agreement,  the same prior written notice shall
                           be given by the  Organization  to (i) the CFTC at its
                           principal  office in Washington,  DC, Attention Chief
                           Accountant of Division of Trading and Markets, and/or
                           (ii) the commodity exchange of which the Organization
                           is a member and which is then  designated by the CFTC
                           as  the  Organization's  designated   self-regulatory
                           organization (the "DSRO"), and

(b)                        whenever   prior  written   consent,   permission  or
                           approval of the Exchange is required  pursuant to the
                           provisions of this agreement,  the Organization shall
                           also obtain the prior written consent,  permission or
                           approval of the CFTC and/or of the DSRO, and

(c)                        whenever the Organization  receives written notice of
                           acceleration  of maturity  pursuant to the provisions
                           of this agreement,  the  Organization  shall promptly
                           give  written  notice  thereof  to  the  CFTC  at the
                           address stated and/or o the DSRO.

                  11.      DEFINITION OF ORGANIZATION

                  The  term  "Organization"  as  used in  this  agreement  shall
include the Organization, its heirs, executors,  administrators,  successors and
assigns.


                  12.      EFFECT OF EXCHANGE MEMBERSHIP TERMINATION

                  Upon termination of the Organization as a member  organization
of the Exchange,  the references herein to the Exchange shall be deemed to refer
to the Examining  Authority.  The term "Examining  Authority" shall refer to the
regulatory   body  having   responsibility   for  inspecting  or  examining  the
Organization  for compliance with financial  responsibility  requirements  under
Section 9(c) of SIPA and Section 17(d) of the Act.

                  13.      UPON WHOM BINDING

                  The  provision  of this  agreement  shall be binding  upon the
Lender, his or its heirs, executors, administrators,  successors and assigns and
upon the Organization.

                  14.      ARBITRATION

                  Any controversy arising out of or relating to this agreement
shall be submitted to and settled by arbitration pursuant to the Constitution
and Rules of the Exchange.  The Organization and Lender shall be conclusively
bound by such arbitration.

                  15.      EFFECTIVE DATE

                  This agreement shall be effective from the date on which it is
approved by the Exchange and shall not be modified or amended  without the prior
written approval of the Exchange.

                  16.      ENTIRE AGREEMENT

                  This  instrument  embodies  the entire  agreement  between the
Organization  and the Lender and no other evidence of such agreement has been or
will be executed without the prior written consent of the Exchange.

                  17.      GOVERNING LAW

                  This  agreement  shall be deemed to have been made under,  and
shall be governed by, the laws of the State of New York in all respects.

                  18.      CANCELLATION

                  This agreement  shall not be subject to cancellation by either
party, unless the New York Stock Exchange agrees in writing to such cancellation
30 days in advance.

                  19.      NO RIGHT OF SET-OFF

                  The Lender  agrees  that it is not taking and will not take or
assert as security for the payment of the loan any security  interest in or lien
upon,  whether  created by contract,  statute or otherwise,  any property of the
Organization  or any  property in which the  Organization  may have an interest,
which is or at any time may be in the  possession  or subject to the  control of
the lender.  The Lender hereby waives,  and further agrees that it will not seek
to obtain payment of the note in whole or in any part by exercising any right of
set-off  it may  assert or  possess  whether  created  by  contract,  statute or
otherwise. Any agreement between the organization and the Lender (whether in the
nature  of a  general  loan and  collateral  agreement,  a  security  or  pledge
agreement or otherwise)  shall be deemed amended hereby to the extent  necessary
so as not to be inconsistent with the provision of this paragraph.

                  20.      *       Check this box if you wish to incorporate the
                                   following optional provision:

                  The  Scheduled  Maturity  Date  hereof in each  year,  without
further  action by  either  the  lender or  organization  shall be  extended  an
additional  year,  unless  on or  before  the day  seven  months  preceding  the
Scheduled Maturity Date then in effect, the lender shall notify the Organization
in writing, with a written copy to the New York Stock Exchange,  Inc., that such
Scheduled Maturity Date shall not be extended.

IN WITNESS  HEREOF the  parties  hereto have set their hands and seals this 31st
day of December, 1998.


By:/s/ Stephen J. DiLascio                     By:/s/ Laura R. Singer


Name: Stephen J. DiLascio                      Name: Laura R. Singer


Title : Equitrade Partners, L.L.C.             Title: National Discount Brokers
                  (Organization)                      Group, Inc.  (Lender)










                                                                    EXHIBIT 99.8

                                                                    May __, 1999



BT Alex. Brown Incorporated
as Representatives of the Several Underwriters
c/o BT Alex. Brown Incorporated
One South Street
Baltimore, Maryland 21202

            Re: National Discount Brokers Group, Inc. Follow-on Public Offering


         I am an executive  officer,  director  and/or  shareholder  of National
Discount  Brokers  Group,  Inc.,  a  Delaware  corporation  ("NDBG"),   Sherwood
Securities Corp. or Triak Services Corp. (collectively, the "Company"). I hereby
agree and represent to you that,  without the prior written approval of BT Alex.
Brown  Incorporated,  I will  not  directly  or  indirectly  make or  cause  any
offering,  sale, short sale,  hypothecation,  pledge or other disposition of any
shares  of  common  stock  of  NDBG  (the  "Common  Stock")  or  any  securities
convertible  into or exercisable or  exchangeable  for shares of Common Stock or
derivative  of Common Stock that I own either of record or  beneficially  on the
date  hereof,  and of which I have the power to control the  disposition,  other
than (i) gifts of shares of the Common  Stock if the donee  agrees in writing to
be bound by the terms of this letter;  (ii)  transfer(s) to NDBG for the purpose
of either exercising options to acquire the Common Stock or paying taxes related
to such exercise;  or (iii)  transfer(s) of shares of Common Stock or options to
acquire Common Stock granted by NDBG to a spouse, a child of mine or a trust for
the benefit of my children so long as the  recipient  or a guardian or parent in
the care of a minor  child  agrees to be bound by the terms of this  letter with
respect to such transferred  shares or options from this date to a date 180 days
after  the  effective  date of the  Registration  Statement,  Form S-3 (File No.
333-__________)  filed by NDBG with the United  States  Securities  and Exchange
Commission  under the Securities  Act of 1933, as amended.  I recognize that you
and NDBG are  relying on my  representations  and  agreement  contained  in this
letter in entering into  underwriting  arrangements with respect to the offering
contemplated by such Registration Statement, as amended.

                                           Very truly yours,



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