SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                  June 15, 2000

                      NATIONAL DISCOUNT BROKERS GROUP, INC.
               (Exact name of Registrant as specified in Charter)


Delaware                             1-9480                        22-2394480
--------------------------------------------------------------------------------
(State or other jurisdiction      (Commission                     (IRS Employer
of incorporation)                 File Number)                    Identification
                                                                  Number)



10 Exchange Place Centre, 15th Floor, Jersey City, New Jersey       07302-3913
--------------------------------------------------------------------------------
(Address of principal executive office)                             (Zip Code)

Registrant's telephone number including area code:               (201) 946-2200
                                                                 --------------


                                 Not Applicable
                ------------------------------------------------
          (Former name and former address, as changed since last report

<PAGE>






Item 5.           Other Events

         National Discount Brokers Group, Inc. (the  "Corporation")  consummated
the sale of 3,000,000  shares of its common stock to DB U.S.  Financial  Markets
Holding  Corporation  ("DBUS")  for  $45.31 per share or  $135,930,000  in gross
proceeds pursuant to the Securities  Purchase  Agreement (the "SPA") dated as of
May 15, 2000 with DBUS. A copy of the press release  announcing the  transaction
is filed as an exhibit to this Form 8-K. The SPA has previously  been filed with
the Securities and Exchange Commissions by the Corporation.

         As part of the sale (i) the  Corporation  and  DBUS and  certain  other
parties  entered into a  Registration  Rights  Agreement  ("Registration  Rights
Agreement") covering the right of DBUS to have its shares of common stock of the
Corporation  registered  under the Securities Act of 1933, as amended;  (ii) the
Corporation  and Deutsche Bank AG ("DB")  entered into a  Stockholder  Agreement
(the "Stockholder Agreement") providing for (A) the prohibition of certain sales
by the  Corporation  of Voting  Capital  Stock  (as  defined)  or  Common  Stock
Equivalents  (as  defined)  of the  Corporation  without  the consent of DB, (B)
certain  rights  of DB to  acquire  Common  Stock  of the  Corporation  from the
Corporation  in  the  event  of  issuances  or  sales  of  Common  Stock  of the
Corporation by the Corporation, (C) the appointment of a representative of DB to
the Board of Directors of the  Corporation,  (D)  restrictions  on the voting of
Voting  Capital  Stock of the  Corporation  held by DB, (E)  restrictions  on DB
acquiring  shares of Voting  Capital Stock of the  Corporation  in excess of the
Standstill  Percentage (as defined),  (F) the obligation of DB to sell shares of
Common Stock of the Corporation to the Corporation in certain circumstances, and
(G)  restrictions  on DB  conducting  proxy  contests,  or taking  certain other
actions  with  regard to the  Corporation;  (iii) DB entered  into an  agreement
regarding the providing of certain research  materials prepared by DB or certain
of its  affiliates to customers of the  Corporation or its  subsidiaries  in the
United  States,  and (iv) DB  entered  into an  agreement  with  respect  to the
Corporation  or one of its  affiliates  being a  distributor  of initial  public
offerings  of  equity  securities  in  the  United  States  if DB or  one of its
affiliates  is  an   underwriter  of  the  securities  and  the  internet  is  a
distribution channel.

         DB and the  Corporation  also executed  term sheets for joint  ventures
between DB or one of and more of its  affiliates  and the  Corporation or one or
more of its affiliates  regarding the offering of on line discount  brokerage in
Europe and the rest of the world other than Europe and the United States.  There
can be no assurance the parties will enter into definitive  agreements regarding
these joint ventures.

         The foregoing is a summary of the Registration Rights Agreement and the
Stockholder Agreement and is not complete. The Registration Rights Agreement and
the  Stockholder  Agreement  are  filed as  exhibits  with this Form 8-K and are
incorporated herein by reference.

         Statements made in this Form 8-K constitute forward-looking statements,
as that term is defined in the Private Securities Litigation Reform Act of 1995.
These  statements  are  subject  to risks and  uncertainties.  These  statements
generally are accompanied by words such as "intend",  "anticipated",  "believe",
"estimate",  "expect",  "should" or similar expressions. It should be understood
that these  forward-looking  statements are subject to a number of  assumptions,
risks and  uncertainties,  that could cause actual results to differ  materially
from these expressed in the forward-looking statements.  These uncertainties and
risks include changes in laws and rules or regulations.

Item 7.  Financial Statements and Exhibits

(c)      Exhibits

         10(a)    Stockholder Agreement between National Discount Brokers Group,
                  Inc. and Deutsche Bank A.G. dated June 15, 2000.

         10(b)    Registration Rights Agreement among National Discount Brokers
                  Group, Inc., DB U.S. Financial Markets Holding Corporation,
                  Go2Net, Inc., Vulcan Ventures Incorporated and IAT Reinsurance
                  Syndicate, Ltd.

         99(a)    Press Release dated June 15, 2000.
<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          National Discount Brokers Group, Inc.
                                          Registrant


Dated:  June 16, 2000             By:
                                          Name:  Arthur Kontos
                                          Title: President and Chief
                                                 Executive Officer



<PAGE>



                                                                   EXHIBIT 10(a)

                                                                 CONFORMED COPY
















                              STOCKHOLDER AGREEMENT

                                     between

                      NATIONAL DISCOUNT BROKERS GROUP, INC.

                                       and

                                DEUTSCHE BANK AG

                            Dated as of June 15, 2000







<PAGE>









                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                Page





                                    ARTICLE I

                         REPRESENTATIONS AND WARRANTIES
         <S>      <C>                                                                                           <C>
         1.1      Representations and Warranties of the Parties..................................................1



                                   ARTICLE II

                      AFFIRMATIVE COVENANTS OF THE COMPANY

         2.1      Prohibition on Certain Sales...................................................................1

         2.2      Anti-Dilution Right............................................................................2

         2.3      Board of Directors.............................................................................3

         2.4      SEC Documents..................................................................................4

         2.5      Voting.........................................................................................4

         2.6      Limitation on Certain Poison Pills.............................................................4

         2.7      Termination of Certain Provisions..............................................................5



                                   ARTICLE III

                              ADDITIONAL AGREEMENTS

         3.1      Restrictions on Transfer.......................................................................6

         3.2      Permitted Transfers; Legends...................................................................6

         3.3      Determination of Beneficial Ownership; Computation of Percentage Ownership.....................8

         3.4      Reporting of Beneficial Ownership..............................................................8

         3.5      Regulatory Compliance Cooperation..............................................................9



                                   ARTICLE IV

                             DB STANDSTILL AGREEMENT

         4.1      DB Standstill.................................................................................10

         4.2      Obligation to Sell............................................................................11

         4.3      No Solicitation...............................................................................12

         4.4      Termination of Article........................................................................13

         4.5      Notice of Termination.........................................................................14
</TABLE>

                                       i
<PAGE>
                               TABLE OF CONTENTS
                                   (continued)

                                    ARTICLE V

                                  MISCELLANEOUS
<TABLE>
<CAPTION>

         <S>      <C>                                                                                           <C>
         5.1      Survival of Representations...................................................................14

         5.2      Parties in Interest...........................................................................14

         5.3      Amendments and Waivers; Entire Agreement......................................................15

         5.4      Notices.......................................................................................15

         5.5      Expenses......................................................................................16

         5.6      Counterparts..................................................................................16

         5.7      Effect of Headings............................................................................16

         5.8      Governing Law.................................................................................16

         5.9      Assignment....................................................................................16

         5.10     Waiver of Jury Trial..........................................................................16

         5.11     Attorneys' Fees...............................................................................17

         5.12     Right of First Offer on Registered Public Offerings...........................................17

         5.13     Right of First Refusal on Private and Rule 144 Sales..........................................18

         5.14     Termination; Availability of Remedies.........................................................19

         5.15     Injunctive Relief.............................................................................19

                                       ii

<PAGE>
</TABLE>







                              STOCKHOLDER AGREEMENT

                  THIS STOCKHOLDER  AGREEMENT (this "Agreement") is entered into
as of June 15,  2000 by and among  National  Discount  Brokers  Group,  Inc.,  a
Delaware  corporation  (the  "Company"),  and  Deutsche  Bank AG, a  corporation
organized under the laws of the Federal Republic of Germany ( "DB", and together
with  the  Company,  the  "Parties").  Capitalized  terms  used  herein  without
definition shall have the meanings set forth in Annex A hereto.

                  WHEREAS,  it is a condition  precedent to the  consummation of
the  transactions  contemplated  by the Securities  Purchase  Agreement that the
Parties shall have entered into an agreement substantially in the form hereof.

                  NOW,  THEREFORE,  for  and  in  consideration  of  the  mutual
consents and agreements herein contained,  the parties hereto do hereby covenant
and agree as follows:

                                   Article I

                         REPRESENTATIONS AND WARRANTIES

1.1  Representations  and Warranties of the Parties.  Each of the Parties hereby
represents and warrants to the other on and as of the date hereof that: (i) such
Party is a corporation duly organized and validly existing under the laws of the
jurisdiction of its  incorporation;  (ii) such Party has all necessary power and
has taken all necessary  corporate  action  required for the due  authorization,
execution,  delivery and performance by such Party of this Agreement; (iii) this
Agreement is a legal, valid and binding obligation of such Party, enforceable in
accordance with its terms, except that the enforceability  hereof or thereof may
be  subject  to  bankruptcy,  insolvency,  reorganization,  moratorium  or other
similar laws now or hereafter in effect relating to creditors'  rights generally
and that the remedy of specific  performance  and  injunctive and other forms of
equitable  relief may be subject to equitable  defenses and to the discretion of
the court  before  which any  proceeding  may be  brought;  and (iv) none of the
execution,  delivery or performance of this Agreement will violate, or result in
any breach of, or constitute a default  under any  provision of the  constituent
documents of such Party, or any statute,  rule or regulation,  material contract
or lease,  judgment,  decree or other  material  document or instrument by which
such Party is bound or to which its assets are subject.

                                   Article II

                      AFFIRMATIVE COVENANTS OF THE COMPANY

                  Without limiting any other covenant or provision  hereof,  the
Company  covenants and agrees that it shall  observe the following  covenants on
and after the date hereof:

2.1      Prohibition on Certain Sales.  The Company shall not, without the prior
written consent of DB,


(a)  issue or sell any  shares  of its  Voting  Capital  Stock or  Common  Stock
Equivalents to any Prospective  Purchaser (other than to any Existing Holder) if
upon  consummation  of such issuance or sale, such  Prospective  Purchaser would
beneficially  own in the aggregate,  directly or indirectly,  more than nineteen
and  three-tenths  percent  (19.3%),  but  less  than a  majority,  of the  then
outstanding  Voting  Capital Stock of the Company  calculated on a fully diluted
basis (excluding for purposes of such calculation any Permitted Holdings of such
Prospective Purchaser);  provided that, for purposes of this subsection (a), the
issuance  or sale of any  Common  Stock  Equivalent  shall be  deemed  to be the
issuance or sale,  at the date such Common Stock  Equivalent  is first issued or
sold, of the Voting  Capital Stock  issuable  upon the  conversion,  exercise or
exchange of such  Common  Stock  Equivalent  (without  regard to any  adjustment
required by the terms of such instrument,  or the purchase and sale thereof,  in
the event of an extraordinary  corporate  transaction or any subsequent issuance
of Voting Capital Stock or Common Stock Equivalents),  as if the holder's rights
to convert,  exercise or exchange such Common Stock Equivalent had matured,  and
such holder had performed all obligations required to be performed in connection
with such  conversion,  exercise or exchange on or as of the date of issuance or
sale of such  Common  Stock  Equivalent  (such  Common  Stock  Equivalents,  "As
Converted"); or

(b)      issue or sell any shares of its Voting Capital Stock or Common Stock
Equivalents to any Restricted Purchaser;

provided, however, that (i) none of the foregoing limitations shall apply to
any Excluded Sale; and (ii) in determining the beneficial  ownership interest
in the Company of any  Prospective  Purchaser,  the Company shall be entitled to
rely upon (A)  documents  filed by or on behalf  of such  Prospective  Purchaser
pursuant to Section  13(d) of the  Exchange  Act;  and (B)  representations  and
warranties  made  to  the  Company  by  such  Prospective   Purchaser,   whether
individually or on behalf of any Group, in connection therewith.

2.2      Anti-Dilution Right.
         -------------------

(a) If at any time the Company  issues or sells any Common Stock  (whether  such
issuance  is made in any U.S.  or  non-U.S.  public or private  capital  market,
including without limitation upon the conversion, exercise or exchange of Common
Stock  Equivalents,  but not  including  the  issuance  or sale of Common  Stock
(i) pursuant to any Compensation  Plan;  (ii) upon the exercise of stock
purchase  or similar  rights  distributed  pro rata to all holders of the Common
Stock; or (iii) as a pro rata distribution to all holders of Common Stock and,
to the  extent  required  by the  terms  of any  other  class or  series  of the
Company's capital stock as a result of such pro rata distribution,  any pro rata
distribution to the holders of such class or series of capital stock),  then the
Company shall give prompt  written  notice thereof to DB. Each such notice shall
specify the number of shares  issued or sold,  the date of such issuance or sale
and the total number of shares outstanding, after giving effect to such issuance
or sale.

(b) At the option of DB,  exercised by written  notice to the Company  given not
later than twenty (20) Business Days following the date of the Company's  notice
pursuant to subsection  (a) above,  subject to the  conditions set forth in this
Section 2.2 and Article IV hereof, the Company shall sell to DB (or any DB Group
Member  specified by DB in such notice) an amount of  newly-issued  Common Stock
sufficient  to maintain the Existing  Position of the DB Holders,  at a purchase
price per share equal to the Average  Closing Price for the thirty (30) Business
Day  period  immediately  preceding  the  date of DB's  notice  to the  Company;
provided  that the purchase by DB (or any such DB Group  Member) of Common Stock
under this Section 2.2 shall be subject to

(i)      the filing of any notice required by the HSR Act and the termination or
expiration of any applicable waiting period thereunder;

(ii) the  receipt of any  required  consents  or  approvals,  including  without
limitation  approval by the Applicable Exchange of an application for listing of
such Common Stock and any other  approval  required by  applicable  rules of the
Applicable Exchange;

(iii) if sold in a private placement,  investment representations  substantially
similar to those contained in Article III of the Securities  Purchase Agreement;
and

(iv)     receipt of any required consent or approval of any Governmental Entity
or other Person and/or the stockholders of the Company.

(c) Each Party agrees to, and to cause its  Subsidiaries to,  diligently  pursue
all appropriate  proceedings to obtain any consent or approval  necessary to the
purchase by DB or the  applicable  DB Group Member of Common Stock in accordance
with subsection (b) above;  provided that no Party shall be required to (i) seek
the approval of its stockholders  more than once with respect to any issuance or
sale; or (ii) agree to any material  limitations  on its actual or  contemplated
financial  services  business  activities  in order to satisfy  or  fulfill  any
condition to the receipt of a required  consent or approval of any  Governmental
Entity.

(d)  Nothing in this  Section  shall  prohibit  DB or any DB Group  Member  from
purchasing from Third Parties shares of Common Stock up to an amount  sufficient
to maintain the Existing Position in lieu of purchasing  newly-issued  shares of
Common Stock from the Company.

(e)  "Existing  Position"  shall  mean the  percentage  ownership  of DB and its
Affiliates calculated as provided in Section 3.3 hereof immediately prior to the
issuance of securities giving rise to DB's option to purchase; provided that the
numerator of the ratio constituting the Voting Percentage shall be the number of
votes the holder or holders of  Investment  Shares are  entitled  to cast in the
election of directors of the Company.

2.3  Board of  Directors.  The  Company  shall use its  commercially  reasonable
efforts to cause the  election  of, and to  thereafter  continue in office until
such time as the DB Holders cease to beneficially own in the aggregate, directly
or indirectly,  Investment Shares  representing ten percent (10%) or more of the
then outstanding Voting Capital Stock of the Company, a Person designated by DB,
who must be reasonably  satisfactory to the Company and who shall agree to serve
as a director of the Company (the "DB Representative"), as a member of the Board
of Directors,  including without  limitation  recommending the DB Representative
for election at a meeting of the Company's  stockholders.  The DB Representative
shall  initially be Kevin E. Parker.  The  Certificate of  Incorporation  and/or
By-laws of the Company  shall at all times  provide for  indemnification  of the
directors  and  limitations  on the  liability  of the  directors  as  currently
provided  or  enhanced.  The  Company  shall  enter into a  mutually  acceptable
indemnity agreement with the DB Representative  similar in all material respects
to the  agreement  that the Company has with its other  directors as of the date
hereof, which agreement shall be amended in a manner similar to any amendment of
any such other agreement  favorable to the beneficiary  thereunder.  The Company
shall  reimburse  the DB  Representative  for his  reasonable  travel  expenses,
including the cost of airfare and any necessary  meals and lodging,  incurred in
connection with attending meetings of the Board of Directors.  In addition,  the
Company  shall  maintain  at all  times a  compensation  committee  and an audit
committee  of the  Board  of  Directors.  Unless  DB  Holders  shall  no  longer
beneficially  own in the aggregate,  directly or indirectly,  Investment  Shares
representing  ten percent (10%) or more of the then  outstanding  Voting Capital
Stock of the Company, the Company shall use its commercially  reasonable efforts
to fill any vacancy in the directorship to be occupied by the DB  Representative
solely by a nominee of DB reasonably  satisfactory to the Company.  In the event
that  DB  Holders  cease  to  beneficially  own in the  aggregate,  directly  or
indirectly, Investment Shares representing ten percent (10%) or more of the then
outstanding  Voting Capital Stock of the Company,  the DB  Representative  shall
resign from the Board of Directors, and either (i) such vacancy may be filled by
a nominee of the Company  appointed by the Board of Directors in accordance with
the By-laws of the Company;  or (ii) the size of the Board of  Directors  may be
reduced  and DB shall no  longer  be  entitled  to  designate  for  election  or
appointment a representative  to the Board of Directors.  The DB  Representative
shall be entitled to attend in person or by  telephone  conference  call any and
all meetings of the Board of Directors and all committees  thereof to the extent
he is a member of such  committee or is  designated by the Board of Directors as
an  observer  thereof.  It is agreed by the Parties  that the DB  Representative
shall,  upon his  appointment to the Board of Directors,  be entitled to observe
all meetings of the compensation committee of the Board of Directors.

2.4 SEC Documents.  So long as DB shall have rights to request  registration  of
any DB Registrable Securities (as defined in the Registration Rights Agreement),
the Company shall file on a timely basis all reports in accordance with Sections
13(a) and 15(d) of the Exchange Act with the Commission in order to maintain its
eligibility  to register  Investment  Shares on Form S-3 (or any successor  form
thereto) under the Securities  Act. From time to time upon the request of DB the
Company  will  deliver  to DB a  certificate,  signed  by one  of the  Company's
principal  officers,  stating whether the Company has filed the reports required
to be filed to satisfy the  condition set forth in Section (c) of Rule 144 under
the Securities Act (or any successor provision).

2.5 Voting. From the Closing Date and for so long as DB and its Affiliates shall
beneficially  own in the aggregate,  directly or indirectly,  Investment  Shares
representing  ten  percent  (10%)  or more of any  class or  series  of the then
outstanding  Voting  Capital  Stock of the  Company  and to the  fullest  extent
permitted by applicable Law, DB shall, and shall cause its Affiliates to, either
(a) vote,  or execute  consents  with  respect to, all shares of Voting  Capital
Stock owned by them in favor of all proposals  recommended  by management of the
Company; or (b) if DB or such Affiliate intends not to vote, or execute consents
with  respect  to,  its  shares  of  Voting  Capital  Stock in favor of any such
proposal,  vote,  to execute  consents  with  respect  to, such shares of Voting
Capital Stock with respect to such proposal in the same proportion (for, against
and  abstaining) as do all other holders of Voting Capital Stock of the Company,
in each  case in any vote or  consent  solicitation  of the  holders  of  Voting
Capital Stock of the Company.

2.6  Limitation  on Certain  Poison  Pills.  The  Company  shall not  approve or
implement any "poison pill" (or any other anti-takeover device not requiring the
approval of stockholders) in such a way as to prevent the effective  exercise of
(a) the right of DB or any DB Group Member to acquire  shares of Common Stock up
to the Standstill Percentage; or (b) the right of DB or any of its Affiliates to
commence a tender  offer for the Company  that  includes as a condition  thereof
(which  condition  may  not  be  waived  by  DB or  such  Affiliate)  that  upon
consummation  of  such  offer  DB or  such  Affiliate  shall  own,  directly  or
indirectly,  not less than eighty-one  percent (81%) of the Voting Capital Stock
of the Company.

2.7      Termination of Certain Provisions.
         ---------------------------------

(a) In the event that  definitive  agreements with respect to the European Joint
Venture  and the  Worldwide  Joint  Venture  shall  not have been  executed  and
delivered by the Company or one of its  Affiliates,  on the one hand,  and DB or
one of its Affiliates,  on the other hand, on or prior to the first  anniversary
of the  Closing  Date,  then at any time  thereafter  (until the  execution  and
delivery of each such definitive  agreement by each party thereto),  the Company
may by written  notice to DB terminate  the  provisions  of Sections 2.1 and 2.2
hereof,  whereupon  such  provisions  shall be null and void and  shall  have no
further force or effect.

(b)      In the event that

(i) DB or any of its  Affiliates  shall give notice of  termination of any Joint
Venture  Agreement  to  which it is a party in the  absence  of a Joint  Venture
Termination  Event with respect to the Company or any of its Affiliates party to
such Joint Venture Agreement;

(ii) there shall have occurred a Joint Venture Termination Event with respect to
DB or any of its Affiliates party to any Joint Venture Agreement;

(iii) DB or any of its  Affiliates  shall have sold,  transferred,  assigned  or
otherwise  disposed of any interest in any Investment  Shares otherwise than (A)
as a result of a Change in Law (provided  that DB or such  Affiliate  shall have
used commercially  reasonable  efforts to comply with such Change in Law without
disposing of such Investment  Shares); or (B) as required by Section 4.2 of this
Agreement;

(iv) upon the sale by DB or any such  Affiliate  of any  Investment  Shares as a
result of a Change in Law (provided  that DB or such  Affiliate  shall have used
commercially  reasonable  efforts  to  comply  with such  Change in Law  without
disposing  of  such  Investment  Shares),  DB  Holders  beneficially  own in the
aggregate, directly or indirectly,  Investment Shares representing less than ten
percent (10%) of the then outstanding Common Stock; or

(v)      DB shall cease to own all of its Investment Shares, directly or
indirectly, exclusively through DB Group Members;

then, at any time thereafter,  the Company may by written notice to DB terminate
the provisions of Sections 2.1 and 2.2 hereof,  whereupon such provisions  shall
be null and void and shall  have no further  force or  effect.  (c) In the event
that

(i)     DB or any of its Affiliates shall have willfully breached the provisions
of Section 3.4, 4.1 or 4.3 hereof; and

(ii) the Company shall have  delivered to DB a notice in writing that  specifies
in  detail  the  matter  constituting  such  breach  and such  action  as may be
reasonably  requested by the Company to effect its cure  (taking  account of any
restrictions  on such action under  applicable  Law),  and such breach shall not
have been cured by DB or waived in writing by the  Company  within  ninety  (90)
days following the delivery of such notice;

then the  Company  may by  written  notice to DB  terminate  the  provisions  of
Sections  2.1 and 2.2 hereof and the  provisions  of Section 2.3 hereof that are
binding upon the Company,  whereupon such provisions  shall be null and void and
shall have no further force or effect.

                                  Article III

                              ADDITIONAL AGREEMENTS

3.1 Restrictions on Transfer.  Until the earlier to occur of (a) the termination
of Article IV  hereunder in its entirety and (b) the first date on which DB owns
Investment  Shares  representing  less  than  ten  percent  (10%)  of  the  then
outstanding  Voting  Capital  Stock of the  Company,  neither  DB nor any of its
Affiliates shall offer,  sell,  assign,  transfer or otherwise dispose of all or
any portion of the Investment Shares owned by it to any Third Party if, upon the
consummation of any such offer, sale, assignment, transfer or other disposition,
such  Third  Party or any  Group of which  such  Third  Party is a member  would
beneficially  own ten  percent  (10%)  or more of the  then  outstanding  Voting
Capital  Stock  (other  than  Permitted  Holdings),  unless the  acquiror of the
Investment  Shares  shall  have  agreed  to be bound by the  provisions  of this
Section and Article IV of this Agreement, and the transferor shall have complied
with all  provisions of this Agreement  applicable to such  Transfer,  including
without limitation Section 3.2 hereof.

3.2      Permitted Transfers; Legends.
         ----------------------------

(a) The Company  agrees that it will permit (i) a sale or transfer of  Purchased
Shares  or other  securities  of the  Company  by any DB  Holder to any DB Group
Member,  if such DB Group Member agrees in writing to be subject to the terms of
this Agreement as if it were an original  party hereto;  and (ii) subject to the
limitations contained in Section 5.12 hereof, a sale or other transfer of any of
the  Purchased  Shares if in either event such sale or other  transfer is exempt
from  the   registration   requirements  of,  or  is  covered  by  an  effective
registration  statement  under,  the  Securities  Act  and  in  compliance  with
applicable state  securities or "blue sky" laws, and if requested,  DB or the DB
Holder  transferring  Common Stock  pursuant  thereto has provided in accordance
herewith  an  opinion  of  counsel  that  such   transfer  is  exempt  from  the
registration  requirements  of the Securities Act  ("Permitted  Transfers").  In
order to assure  compliance  with the Securities  Act and any  applicable  state
securities  or  "blue  sky"  laws,  DB  agrees,  for so long as DB or any of its
Affiliates  shall be an  "affiliate"  as  defined  in Rule  144(a)(1)  under the
Securities Act, (i) in the case of any Common Stock or Common Stock  Equivalents
issued by the Company or Voting  Capital Stock of the Company held by DB and its
Affiliates,  other than Excluded Shares ("Restricted Securities") in the form of
book-entry  securities,  to take commercially  reasonable  measures to segregate
such  Restricted  Securities  on the books and  records of DB or the  applicable
Affiliate and to prevent the resale thereof  otherwise  than in accordance  with
this Agreement; and (ii) in the case of any Restricted Securities in the form of
certificated  securities,  to deliver  such  certificates  or other  instruments
representing  such  Restricted   Securities  to  the  Company  in  exchange  for
certificates   representing   such  Restricted   Securities   bearing  a  legend
substantially in the following form:

                  "The  shares  represented  by this  certificate  have not been
                  registered  under the  Securities Act of 1933, as amended (the
                  "Act"),  or any state  securities  laws,  and sale or transfer
                  hereof  may not be  effected  except  in  accordance  with the
                  registration  requirements of the Act and any applicable state
                  securities  laws or an  applicable  exemption  therefrom.  The
                  shares  represented by this certificate are subject to certain
                  Standstill  and Transfer  Restriction  provisions set forth in
                  that certain Stockholder Agreement, dated as of June 15, 2000,
                  between the Company and Deutsche  Bank AG, a copy of which may
                  be obtained from the Secretary of the Company at its principal
                  offices."

The Company agrees to instruct its transfer agent to issue certificates  without
the foregoing  legend in connection with any sale of the securities  represented
by such  certificates  or other  instruments  either  pursuant  to an  effective
registration  statement or in compliance with Rule 144 or the resale  provisions
of Regulation S under the Securities Act.

(b) DB shall, and shall cause each Affiliate to, prior to any proposed  Transfer
of any  Restricted  Securities,  give  written  notice  to the  Company  of such
holder's  intention to effect such Transfer and to comply in all other  respects
with the provisions of this Section.  Each such notice shall describe the manner
and circumstances of the proposed Transfer. Upon the request of the Company, the
holder delivering such notice shall deliver a written opinion,  addressed to the
Company, of counsel for such holder, stating that in the opinion of such counsel
(which  opinion and counsel  shall be reasonably  satisfactory  to the Company),
such proposed Transfer does not involve a transaction requiring  registration or
qualification  of such  Restricted  Securities  under the  Securities Act or the
securities  or "blue sky" laws of any state of the United  States.  Such  holder
shall be  entitled  to effect the  Transfer  of such  Restricted  Securities  in
accordance with the terms of the notice delivered to the Company, if the Company
does not  reasonably  object to such  Transfer and request  such opinion  within
fifteen  (15) days  after  delivery  of such  notice,  or, if it  requests  such
opinion,  does not reasonably  object to such Transfer  within fifteen (15) days
after delivery of such opinion.  Each certificate or other instrument evidencing
the securities  issued upon the transfer of any Restricted  Securities (and each
certificate or other  instrument  evidencing any  untransferred  balance of such
Restricted  Securities)  shall bear the legend set forth in subsection (a) above
unless (i) in such opinion of counsel to the holder of the Restricted Securities
(which  opinion and counsel  shall be  reasonably  satisfactory  to the Company)
registration of any future transfer is not required by the applicable provisions
of the Securities  Act; or (ii) the Company shall have waived the requirement of
such legend.

         Notwithstanding   the  foregoing   provisions  of  this  Section,   the
restrictions  imposed by this Section upon the transferability of any Restricted
Securities shall cease and terminate when (i) any such Restricted Securities are
sold  or  otherwise  disposed  of  (A)  pursuant  to an  effective  registration
statement  under the  Securities  Act; or (B) in a transaction  contemplated  by
subsection  (a) above that does not require that the  Restricted  Securities  so
transferred  bear the legend  set forth in  subsection  (a)  above;  or (ii) the
Company shall be reasonably satisfied that the requirements for transfer of such
Purchased  Shares under Rule 144 under the  Securities  Act have been  satisfied
(subject  to  the  delivery  of  opinions  as set  forth  above).  Whenever  the
restrictions  imposed  by  this  Section  shall  terminate,  the  holder  of any
Restricted  Securities as to which such  restrictions  have terminated  shall be
entitled to receive from the Company,  without  expense,  a new  certificate not
bearing  the  restrictive  legend  set  forth in  subsection  (a)  above and not
containing any other reference to the restrictions imposed by this Section.

3.3  Determination of Beneficial Ownership; Computation of Percentage Ownership.
     --------------------------------------------------------------------------

         Except as otherwise  required by Sections  2.1 and 2.2 and  subsections
(b) and (c) of this  Section,  beneficial  ownership  of any  security  shall be
determined,  and the percentage ownership of outstanding securities owned by any
Person shall be computed,  in accordance with the provisions of Rule 13d-3 under
the Exchange Act (or any successor provision), as the same may be in effect from
time to time.

(a) For purposes of determining  the beneficial  ownership of Investment  Shares
acquired, held or transferred by DB or any of its Affiliates,  including without
limitation  calculation  of the effect of any proposed  acquisition,  holding or
transfer for purposes of  determining  the  Standstill  Percentage or compliance
with Article IV hereof,  a Person shall be deemed to be the beneficial  owner of
Investment Shares if that Person has the right to acquire  beneficial  ownership
thereof as provided in Rule 13d-3(d)(1)(i)(A), (B), (C) or (D) (or any successor
provision) at any time (rather than within 60 days).

(b)  For  purposes  of  determining  the  percentage  of any  Investment  Shares
beneficially  acquired,  held  or  transferred  by DB or any of its  Affiliates,
including  without  limitation   calculation  of  the  effect  of  any  proposed
acquisition,  holding or transfer for  purposes of  determining  the  Standstill
Percentage  or compliance  with Article IV hereof,  such  percentage  shall be a
ratio (the "Voting  Percentage"),  the numerator of which is the number of votes
the holder of such  securities  is entitled to cast in the election of directors
to the Board of Directors,  and the  denominator of which is the total number of
votes  entitled  to be cast by all  holders  of  outstanding  securities  of the
Company in the election of directors to the Board of Directors.

(c) For purposes of  determining  the Standstill  Percentage or compliance  with
Article IV hereof, the higher of the determinations specified in subsections (b)
and (c) above shall apply.

3.4  Reporting of  Beneficial  Ownership.  From time to time upon the  Company's
request  and,  in any event,  following  the end of each  fiscal  quarter of the
Company, DB shall,  promptly prepare and deliver to the Company a certificate (a
"DB  Report")  certifying  as to (a) the amount of each class  and/or  series of
Voting Capital Stock and any Common Stock Equivalents  beneficially  owned by DB
and each such Affiliate that represent  Investment Shares; and (b) each transfer
of Investment  Shares  effected since the Closing Date or, if any, the preceding
DB Report.  The failure by DB to provide a DB Report within twenty (20) Business
Days of any written request therefor from the Company shall constitute a willful
breach of this provision.

3.5      Regulatory Compliance Cooperation.
         ---------------------------------

(a) In the event that the Board of  Directors  shall  determine  in good  faith,
based upon, among other factors,  the written advice of a nationally  recognized
law firm with recognized competence in bank regulatory matters, that the Company
has a  Regulatory  Problem,  then the  Company  shall so notify  DB in  writing,
specifying  the basis for such  Regulatory  Problem  and  including  the written
advice of such law firm. The Parties shall forthwith consult and cooperate fully
with  each  other  to make  all  reasonable  efforts  (including  entering  into
additional  agreements or adopting  amendments to this Agreement) to obtain from
the relevant  authorities any consent,  approval or forbearance from proceedings
with respect  thereto that may be reasonably  necessary to avoid such Regulatory
Problem or any order  adverse to the Company  from being  issued or to otherwise
cure the event or circumstances underlying the Regulatory Problem.

(b) If,  notwithstanding  such consultation and action by the Parties, the Board
of  Directors  determines  in good faith that such  Regulatory  Problem  remains
unresolved,  DB shall take such action, other than the sale or other disposition
of the  Investment  Shares,  as the  Company may  reasonably  request by written
notice to DB (which  notice  shall  specify  the basis on which the  Company has
determined that such Regulatory Problem remains  unresolved),  including without
limitation the exchange of all or a portion of any voting  security then held by
DB (or any of its  Affiliates),  as mutually  agreed by the Company and DB, on a
one-for-one  basis for a  non-voting  security of or other  non-voting  economic
interest in the Company,  which non-voting security or other non-voting economic
interest  shall be identical in all  respects to the voting  security  exchanged
therefor,  except that it shall be non-voting  and shall be  convertible  into a
voting security or other voting economic interest on such terms as determined by
the Parties in light of regulatory considerations then prevailing.

(c) If,  notwithstanding  such  further  action,  (i) an order is  issued by the
Relevant  Governmental  Entity,  not subject to further  internal review by such
Relevant Governmental Entity, under which the Company or any of its Subsidiaries
is or will be required to  discontinue  or divest any portion of its business or
refrain from taking any contemplated business opportunity closely related to its
then actual business,  which portion of its business or business opportunity is,
in the good faith  judgment of the Board of  Directors,  material to the Company
and its Subsidiaries taken as a whole; or (ii) the Board of Directors is advised
in writing by a nationally  recognized  law firm with  recognized  competence in
bank  regulatory  matters  that the  directors or officers of the Company are or
will be  subject  to  materially  increased  liability  in  connection  with the
performance of their duties for or on behalf of the Company,  then DB shall (and
shall cause its Affiliates to) sell, transfer, assign or otherwise dispose of an
amount of Investment  Shares (or any  securities  received in exchange  therefor
pursuant to subsection (b) above)  sufficient to resolve the Regulatory  Problem
as promptly as may be reasonably practicable, taking account of any restrictions
on any  such  disposition  required  under  applicable  Law,  including  without
limitation  Article 9 of the Uniform Commercial Code and the Securities Act, the
Exchange Act and the rules and regulations promulgated thereunder.

(d) The Parties  agree that (i) they will keep each other fully  informed of all
communications  they  or any of  their  Affiliates  receive  from  any  Relevant
Governmental  Entity regarding the Investment  Shares;  and (ii) each Party will
allow the other Party, if the other Party so requests,  to participate  actively
in (A) any dealings,  submissions or communications  they may have with any such
regulatory  authority regarding the same; and (B) any proceedings  affecting the
same. In particular,  the Parties agree that they will cooperate fully with each
other in making  reasonable  efforts  to  prevent  any  divestiture  proceedings
relating to the Investment Shares.

(e) "Regulatory  Problem" shall mean any set of facts or circumstances  wherein,
because of the  beneficial  ownership of  Investment  Shares by DB or any of its
Affiliates, (i) any Governmental Entity having supervisory authority over banks,
financial   institutions   or  financial   holding   companies   (the  "Relevant
Governmental  Entity"),  has asserted or has advised the Company or DB or any of
its Affiliates  that it intends to assert that the Company is a subsidiary of DB
or any such Affiliate; and (ii) either (A) such Relevant Governmental Entity has
asserted or has  advised the Company  that the Company is or will be required to
discontinue  or divest any portion of its business or to refrain from taking any
contemplated  business  opportunity closely related to its then actual business,
which  portion of its  business  or business  opportunity  is, in the good faith
judgment of the Board of Directors, material to the Company and its Subsidiaries
taken as a whole; or (B) the directors or officers of the Company are or will be
subject to materially  increased liability in connection with the performance of
their duties for or on behalf of the Company.

                                   Article IV

                             DB STANDSTILL AGREEMENT

4.1      DB Standstill.
         -------------

(a) DB agrees that,  without the prior approval of the Board of Directors,  from
and after the Closing  Date and for so long as this  Article IV shall  remain in
effect,  DB shall not, and shall cause its  Affiliates  not to,  acquire or hold
directly or indirectly,  whether by purchase or otherwise,  beneficial ownership
of any Voting  Capital  Stock of the Company  if,  after  giving  effect to such
acquisition,  DB and its  Affiliates  would  beneficially  own in the aggregate,
directly or indirectly, Investment Shares representing a percentage ownership in
the Company in excess of the then applicable  Standstill  Percentage;  provided,
however,  that if DB or any of its Affiliates  shall sell any Investment  Shares
otherwise  than as a result  of a Change  in Law  (provided  that DB or any such
Affiliate shall have used  commercially  reasonable  efforts to comply with such
Change in Law without disposing of such Investment Shares),  then the Standstill
Percentage  shall be reduced to the  percentage of the then  outstanding  Voting
Capital  Stock of the Company  represented  by the remaining  Investment  Shares
beneficially  owned,  directly  or  indirectly,  by DB and its  Affiliates;  and
provided,  further,  that in no event shall the Standstill Percentage be reduced
below ten percent (10%).

(b) A failure by DB to exercise  its right to purchase  additional  Common Stock
pursuant to Section 2.2 hereof  shall not  constitute  a "sale" for  purposes of
this Section.

4.2      Obligation to Sell.
         ------------------

(a) DB agrees that if,  during any fiscal  quarter of the  Company,  the Company
effects the  repurchase  of any of its Common Stock  (whether  through an issuer
self-tender offer, private transactions,  purchases in the market or otherwise),
then upon the  written  request of the  Company,  DB shall,  and shall cause its
Affiliates  to, sell, no later than the end of the fiscal quarter of the Company
next  succeeding the fiscal quarter in which such repurchase was made, an amount
of Investment Shares  sufficient to reduce the aggregate  interest of DB and its
Affiliates  in the  Company  to a level  not in  excess  of the then  applicable
Standstill Percentage;  provided,  however, that DB and its Affiliates shall not
be obligated to sell any Investment Shares to the Company or any other Person if

(i) the price per share  offered to DB therefor  (whether by the Company or such
other  Person,  as the case may be) shall be less  than or equal to the  average
price  originally paid by DB or such Affiliate to acquire the Investment  Shares
then owned by them;

(ii) such sale of  Investment  Shares would result in the liability of DB or the
applicable  Affiliate to repay to the Company any profit  received by DB or such
Affiliate  upon such sale in accordance  with Section 16 of the Exchange Act, in
which event DB or such  Affiliate  shall sell  Investment  Shares as required by
this  Section no later than the end of the fiscal  quarter of the  Company  next
succeeding  the first  date on which  such  sale may be  effected  without  such
liability of DB or such Affiliate, subject always to clause (i) of this proviso;
or

(iii) DB  reasonably  believes  that such sale could result in any  violation of
Law, in which event DB or the applicable  Affiliate shall sell Investment Shares
as required by this  Section no later than the end of the fiscal  quarter of the
Company  next  succeeding  the first  date on which  such  sale may be  effected
without such violation of Law;

and provided further, that
    -------- -------
                  (x) the  Company  shall  require a covenant  identical  in all
         material  respects to this Section 4.2 from each Prospective  Purchaser
         (other  than any  Existing  Holder) to which the Company  sells  Common
         Stock or Common Stock Equivalents,  in one or a series of transactions,
         if upon  consummation  of such sale, such  Prospective  Purchaser would
         beneficially own, directly or indirectly,  ten percent (10%) or more of
         the then outstanding  Voting Capital Stock of the Company (after giving
         effect to such sale and  assuming  any Common  Stock  Equivalents  then
         outstanding to be As Converted), unless such sale is an Excluded Sale;

                  (y) in determining  the beneficial  ownership  interest in the
         Company of any  Prospective  Purchaser  for  purposes  of this  Section
         4.2(a),  the Company shall be entitled to rely upon (A) documents filed
         by or on behalf of such Prospective Purchaser pursuant to Section 13(d)
         of the Exchange Act; and (B) representations and warranties made to the
         Company  by such  Prospective  Purchaser,  whether  individually  or on
         behalf of any Group; and

                  (z)  in the  event  the  Company  fails  to  obtain  from  any
         Prospective  Purchaser as required hereby the covenant  contemplated in
         this  proviso or grants a waiver of  compliance  therewith  without the
         prior  written  consent  of DB,  then DB  shall  be  relieved  from its
         obligations under this Section 4.2.

                  (b) If at any  time DB and its  Affiliates  own,  directly  or
         indirectly,  an aggregate amount of Investment  Shares in excess of the
         then  applicable  Standstill  Percentage  whether  as  a  result  of  a
         repurchase  by the Company of any of its Common  Stock as  described in
         subsection (a) above or otherwise,  to the fullest extent  permitted by
         applicable Law, DB shall, and shall cause its Affiliates to, either (A)
         vote, or execute  consents with respect to, all such excess  Investment
         Shares  owned  by  them  in  favor  of  all  proposals  recommended  by
         management of the Company;  or (B) if DB or such Affiliate  intends not
         to vote, or execute  consents  with respect to, such excess  Investment
         Shares  in favor  of any such  proposal  in the same  proportion  (for,
         against and abstaining) as do all other holders of Voting Capital Stock
         of the Company, in each case in any vote or consent solicitation of the
         holders of Voting Capital Stock of the Company.

4.3 No  Solicitation.  DB agrees  that  except as  expressly  permitted  by this
Agreement or the Related Agreements,  without the prior approval of the Board of
Directors  for so long as this Article IV shall remain in effect,  it shall not,
nor shall it permit its Affiliates to,

(a)    in any manner acquire, agree to acquire, or make any proposal to acquire,
any securities or assets of the Company or any of its Subsidiaries;

(b)    propose to enter into, directly or indirectly, any merger or other
business combination transaction with the Company;

(c)  make,  or  in  any  way  participate,   directly  or  indirectly,   in  any
"solicitation"  of  "proxies"  (as such terms are used in the proxy rules of the
Commission)  to vote,  or seek to advise or influence any Person with respect to
the voting of any securities of the Company or obtaining  written consents under
any circumstances for a change in the directors or management of the Company, or
in  connection  with a merger or  acquisition  of the  Company,  or deposit  any
securities  of the  Company  in a  voting  trust  or  subject  them to a  voting
agreement or other agreement of similar effect;

(d) initiate,  propose,  or otherwise solicit any stockholder of the Company for
the  approval  of, or induce or attempt to induce any other  person to initiate,
any  stockholder  proposal for a change in the  directors or  management  of the
Company or in connection with a merger or acquisition of the Company;

(e)    otherwise take any action, individually or jointly, with any Person or
Group to seek to control or influence the management, Board of Directors or
policies of the Company;

(f)    take any action, alone or in concert with others, which could be deemed
to be an exercise of a controlling influence over the Company (within the
meaning of 12 U.S.C.Sect.1841(a)(2)(C) as interpreted by the Board of Governors
of the Federal Reserve System);

(g) advise,  assist or encourage  any such Person or Group in taking any action,
which it or they could not take individually under the terms of this Section;

provided,  however,  that the  foregoing  limitations  shall not prevent DB from
acquiring,  directly or indirectly,  Investment Shares representing an ownership
interest  in the  Company up to and  including  the then  applicable  Standstill
Percentage or from conducting bona fide business  activities  involving Excluded
Shares.

4.4      Termination of Article.
         ----------------------

(a)      If the Board of Directors shall approve

(i)      a tender offer for a majority of the outstanding capital stock of the
Company;

(ii)     the liquidation of the Company or sale of all or substantially all of
the assets of the Company to any Person;

(iii) a merger or consolidation of the Company with any Person pursuant to which
holders of the voting securities of the Company outstanding immediately prior to
the consummation of such transaction  receive  securities  entitling the holders
thereof  to cast  less than a  majority  of the  votes  entitled  to be cast for
election of the board of directors or similar body of the Person  surviving such
merger or resulting from such consolidation; or

(iv) the  issuance  or sale to any Person or Group of any Voting  Capital  Stock
entitling  such Person or Group to cast a majority of the votes for the election
of directors to the Board of Directors generally;

then DB may, by written  notice to the  Company,  terminate  the  provisions  of
Sections 2.5, 3.1, 3.4, 3.5, 4.1, 4.2 and 4.3 hereof,  whereupon such provisions
and the  provisions  of Sections  2.1 and 2.2 hereof  shall be null and void and
shall have no further force or effect.
(b) If (i) the Company shall have  willfully  violated the provisions of Section
2.1(a) hereof,  including without limitation by the sale of Voting Capital Stock
or Common Stock  Equivalents to an Existing  Holder then acting as a member of a
Group or  otherwise  in concert  with any Person to which the Company  would not
otherwise  have been permitted to sell such  securities  pursuant to Section 2.1
hereof;  and  (ii)  DB  shall  have  delivered  to the  Company  written  notice
specifying in detail the matter  constituting such breach and such action as may
be reasonably requested by DB to effect its cure, and such breach shall not have
been cured by the  Company or waived in  writing by DB within  ninety  (90) days
following  the  delivery of such notice,  then DB may, by written  notice to the
Company, terminate the provisions of Sections 4.1, 4.2 and 4.3 hereof, whereupon
such  provisions  shall  be null and void and  shall  have no  further  force or
effect.

(c) This Article IV shall automatically terminate (i) upon the commencement of a
tender offer by DB or any Affiliate of DB that  includes as a condition  thereof
(which  condition  may  not  be  waived  by  DB or  such  Affiliate)  that  upon
consummation  of  such  offer  DB or  such  Affiliate  shall  own,  directly  or
indirectly,  not less than eighty-one  percent (81%) of the Voting Capital Stock
of the Company and Sections 2.1 and 2.2 hereof  shall  terminate  simultaneously
with such  commencement;  and (ii) in the event that any  Person  other than the
Company or any of its Affiliates (determined as of the date hereof and including
the Existing  Holders,  but excluding DB and any of its Affiliates)  acquires or
holds,  directly or  indirectly,  whether by purchase or  otherwise,  beneficial
ownership  of any  Voting  Capital  Stock  of the  Company  representing  in the
aggregate  a  percentage  ownership  in the  Company in excess of  nineteen  and
three-tenths  percent  (19.3%),   other  than  Permitted  Holdings  and  proxies
appointed  by the Board of  Directors  in  connection  with any  meeting  of the
stockholders  of the Company or  stockholder  consent  actions  initiated by the
Company.

4.5 Notice of Termination.  Upon any action by the Board of Directors  described
in Section 4.4(a) hereof, the Company shall as promptly as practicable notify DB
thereof.  All of the provisions of this Article and each other provision of this
Agreement  terminated  pursuant  to  Section  4.4(a)  or  (c)  hereof  shall  be
reinstated  and shall apply in full force  according  to their terms  (including
without limitation the terms of this Section) in the event that

(a) if the  provisions  of Sections  2.5, 3.1, 3.4, 3.5, 4.1, 4.2 and 4.3 hereof
and  Sections  2.1 and 2.2 hereof  shall have been  terminated  as a result of a
tender offer under Section  4.4(a) (i) above,  such tender offer (as  originally
made or as extended or modified) shall have  terminated  (without any securities
being accepted  thereunder for purchase)  prior to the  commencement of a tender
offer by DB or any of its Affiliates that would have been permitted  pursuant to
such Section 4.4(a) (i) as a result of such third-party tender offer;

(b) any tender offer by DB or any of its Affiliates  (as  originally  made or as
extended  or  modified)  that was  permitted  to be made in  response to actions
specified  in Section  4.4(a) (ii)  through  (iv) hereof  shall have  terminated
(without any securities being accepted thereunder for purchase);

(c) if the  preceding  provisions  of this Article  shall have  terminated  as a
result of Section 4.4(a) (ii) through (iv) hereof, the Board of Directors of the
Company  shall  have  determined  to  rescind or  abandon  the  previous  action
described  in Section  4.4(a) (ii) through (iv) hereof (and no such action shall
have closed); or

(d) if the  provisions  of Article IV and Sections 2.1 and 2.2 hereof shall have
terminated  pursuant to Section 4.4(c), such tender offer (as originally made or
as extended or modified)  shall have been  terminated  (without  any  securities
being accepted thereunder for purchase).

                                   Article V

                                  MISCELLANEOUS

5.1 Survival of Representations. The representations,  warranties, covenants and
agreements  made  herein  or  in  any  certificates  or  documents  executed  in
connection  herewith  shall survive the  execution  and delivery  hereof and the
Closing for a period of two (2) years,  regardless of any investigation  made by
or on behalf of either Party  hereto or any of their  respective  Affiliates  or
their respective officers, directors, employees or agents.

5.2 Parties in Interest.  Except as otherwise set forth herein,  all  covenants,
agreements,  representations,  warranties  and  undertakings  contained  in this
Agreement  shall be binding on and shall inure to the benefit of the  respective
successors and permitted assigns of the Parties.

5.3 Amendments and Waivers;  Entire  Agreement.  Amendments or additions to this
Agreement  may be made  and  compliance  with  any  term,  covenant,  agreement,
condition  or  provision  set forth  herein  may be  omitted  or waived  (either
generally or in a particular instance and either retroactively or prospectively)
upon the written  consent of the Company and DB. This  Agreement  (including any
Annexes,  Schedules and Exhibits hereto from time to time, which are an integral
part of this  Agreement)  constitutes  the full and  complete  agreement  of the
Parties with respect to the subject matter hereof. In particular, this Agreement
supersedes the letter of intent,  dated March 27, 2000,  between the Company and
Deutsche Bank Americas Holding Corporation.

5.4 Notices. All notices,  requests,  consents,  reports and demands shall be in
writing  and shall be hand  delivered,  sent by  facsimile  or other  electronic
medium, or mailed,  postage prepaid,  to the Company or to DB at the address set
forth below or to such other address as may be furnished in writing to the other
Party hereto:

The Company:                               National Discount Brokers Group, Inc.
                                           10 Exchange Place Centre
                                           Jersey City, New Jersey 07302
                                           Attention: President
                                           Tel: (201) 946-2200
                                           Fax:  201-946-4510
                                           E-mail: akontos@ndbgroup.com

with copy to:                              National Discount Brokers Group, Inc.
                                           10 Exchange Place Centre
                                           Jersey City, New Jersey 07302
                                           Attention: General Counsel
                                           Tel: 201-946-4482
                                           Fax: 201-946-4510
                                           E-mail: flawatsch@ndbgroup.com

Deutsche Bank AG                           Deutsche Bank AG, New York Branch
                                           31 West 52nd Street
                                           New York, New York 10019
                                           Attention: General Counsel
                                           Tel: 212-469-8200

with copy to:                              Cleary, Gottlieb, Steen & Hamilton
                                           One Liberty Plaza
                                           New York, New York  10006
                                           Attention: Janet L. Fisher, Esq.
                                           Tel: (212) 225-2472
                                           Fax: (212) 225-3999
                                           E-mail: jfisher@cgsh.com

                  All  such  notices,   request,  demands,  consents  and  other
communications  shall be deemed  to have  been duly  given or sent five (5) days
following the date on which  deposited in the U.S. mail, or on the date on which
delivered by hand, by facsimile  transmission or e-mail (receipt confirmed),  as
the case may be, and addressed as aforesaid.

5.5      Expenses.  Each Party hereto will pay its own expenses in connection
         --------
with the transactions contemplated hereby.

5.6  Counterparts.  This  Agreement  and any  exhibit  hereto may be executed in
multiple  counterparts,  each of which shall  constitute  an original but all of
which shall constitute but one and the same instrument. One or more counterparts
of this  Agreement or any exhibit hereto may be delivered via  telecopier,  with
the  intention  that they shall have the same effect as an original  counterpart
hereof.

5.7  Effect of  Headings.  The  article  and  section  headings  herein  are for
convenience only and shall not affect the construction or interpretation hereof.

5.8  Governing  Law.  The  Parties  hereby  agree that this  Agreement,  and the
respective  rights,  duties and obligations of the Parties  hereunder,  shall be
governed by and construed in accordance  with the laws of the State of New York,
without  giving  effect to principles  of conflicts of laws  thereunder.  To the
fullest  extent  permitted by  applicable  Law,  each of the Parties  hereby (i)
irrevocably consents and agrees that any legal or equitable action or proceeding
arising under or in connection with this Agreement shall be brought  exclusively
in the courts of the United  States of America for the Southern  District of New
York; and (ii) by execution and delivery of this Agreement,  irrevocably submits
to and accepts, with respect to any such action or proceeding, for itself and in
respect of its  properties  and  assets,  for  purposes of this  Agreement,  the
jurisdiction of the aforesaid  courts,  and irrevocably  waives any objection to
venue in such courts.

5.9  Assignment.  Neither DB nor the Company  may assign or transfer  any of its
rights or  obligations  pursuant to this Agreement  without the express  written
consent of the other.

5.10 Waiver of Jury Trial.  Each of the Company and DB hereby  expressly  waives
its rights to a jury trial of any claim or cause of action based upon or arising
out of this Agreement. Each of the Company and DB also waives any bond or surety
or security upon such bond which might, but for this waiver,  be required of any
Party.  The scope of this waiver is intended to be all  encompassing  of any and
all  disputes  that may be filed in any  court and that  relate  to the  subject
matter of this Agreement,  including without  limitation  contract claims,  tort
claims,  breach of duty claims,  and all other common law and statutory  claims.
The Company and DB further  warrant and represent that each of them has reviewed
this waiver with its legal counsel,  and that each  voluntarily  waives its jury
trial  rights  following   consultation  with  legal  counsel.  This  waiver  is
irrevocable  and may only be modified  by written  amendment  to this  Agreement
signed by each of the  Parties.  In the  event of  litigation  relating  to this
Agreement,  this Agreement may be filed as a written consent to a trial (without
a jury) by the court.

5.11 Attorneys'  Fees. If any legal  proceeding is initiated by any Party hereto
to enforce this  Agreement or  otherwise  with respect to the subject  matter of
this  Agreement,  the  prevailing  Party or parties shall be entitled to recover
reasonable attorneys' fees incurred in connection with any such proceedings.

5.12     Right of First Offer on Registered Public Offerings.
         ---------------------------------------------------

(a) Prior to any offer or sale by any DB  Holder of any  Investment  Shares in a
public  offering  pursuant  to an  effective  registration  statement  under the
Securities  Act, DB shall give written  notice (a "First  Offer  Notice") to the
Company  of such  desire  to  sell,  which  shall  identify  (i) the  number  of
Investment  Shares to be sold;  (ii) the nature of the  transfer;  and (iii) any
other  material  terms and  conditions of the proposed offer or sale (other than
the proposed sale price).  On and prior to the Solicitation Date with respect to
any  Investment  Shares,  and following the  Solicitation  Date if DB shall have
given an Acceptance Notice with respect to such Investment Shares, DB shall not,
shall not permit any of its Affiliates to, and shall not authorize or permit any
of its or their representatives to, directly or indirectly, solicit or encourage
the  submission  of any  proposal  from  any  Third  Party,  participate  in any
discussion or  negotiations  with any Third Party,  or  authorize,  engage in or
enter any agreement or understanding  with any Third Party,  with respect to the
sale of such Investment Shares; provided,  however, that the foregoing shall not
in any way limit the  participation by any DB Holder in (i) a self-tender  offer
by, or other sale to, the Company; (ii) any merger, consolidation,  tender offer
or exchange offer relating to the Company; or (iii) any Permitted Transfer.

(b) The Company shall have five (5) Business Days  following the delivery of the
First  Offer  Notice  (the  "Response  Period")  to notify DB in  writing  (such
notification,  an "Offer to Purchase")  of its offer,  or an offer by any of its
Affiliates,  to purchase in cash all (but not fewer than all) of the  Investment
Shares  referred to in the  relevant  First Offer  Notice.  During the  Response
Period,  if requested  by the Company or any of its  Affiliates,  DB shall,  and
shall cause the relevant DB Holder to,  negotiate in good faith with the Company
or such Affiliate with respect to the terms of a proposed purchase of Investment
Shares by the Company or such Affiliate. Any Offer to Purchase shall set forth a
proposed cash purchase price for such  Investment  Shares (the "Company  Price")
and the proposed  closing date for the purchase and may include  other  material
terms  and  conditions  of the  proposed  purchase.  The  Company  shall  not be
obligated  to deliver an Offer to  Purchase,  and if an Offer to Purchase is not
given prior to the end of the Response  Period,  the Company  shall be deemed to
have declined to purchase such Investment Shares.

(c) DB shall have five (5) Business  Days  following the delivery of an Offer to
Purchase  to accept the offer made by the  Company or any of its  Affiliates  to
purchase all (but not fewer than all) of the applicable Investment Shares on the
terms and subject to the conditions set forth in the Offer to Purchase by giving
the Company or such  Affiliate  written  notice to that  effect (a "First  Offer
Acceptance  Notice").  If DB gives a First Offer Acceptance  Notice, the closing
for such transaction shall take place at a time and place reasonably  acceptable
to the Company and DB. If DB does not give a First Offer Acceptance  Notice,  DB
shall be deemed to have  rejected the offer set forth in the  relevant  Offer to
Purchase.

(d) If DB shall have complied with the foregoing  provisions of this Section and
shall not have given an Acceptance Notice with respect to any Investment Shares,
DB and the relevant DB Holder may enter into a valid and binding underwriting or
purchase  agreement with any Person with respect to all (but not fewer than all)
of the applicable  Investment Shares within one hundred (100) days following the
effectiveness of the related registration  statement and sell all (but not fewer
than all) of the Investment Shares pursuant to such agreement within one hundred
eighty (180) days of such  effectiveness;  provided that (i) the purchase  price
for such  Investment  Shares in such sale is at least one hundred percent (100%)
of the related  Company Price, if any; and (ii) the terms and conditions of such
sale are otherwise not  materially  worse for the DB Seller than those set forth
in  the  related  Offer  to  Purchase;  and  provided  further,  that,  if  such
registration  statement  is being  filed  pursuant  to Section  2(c) or 3 of the
Registration  Rights  Agreement,  (x) such one hundred  eighty  (180) day period
shall be extended to the same extent as any period specified Section 6(a) of the
Registration  Rights  Agreement  shall be  extended;  and (y) the Company  shall
comply with all of its obligations under the Registration  Rights Agreement with
respect to such  registration.  If DB or the applicable DB Holder shall not have
executed a Purchase Agreement with respect to such Investment Shares within such
one hundred (100) day period following the relevant  Solicitation Date, or shall
not have completed a sale of all such Investment  Shares within such one hundred
eighty  (180) day period,  DB and such DB Holder shall no longer be permitted to
sell  such  Investment  Shares  without  again  fully  complying  with  all  the
provisions of this Section,  and all the restrictions  contained in this Section
shall again be in effect with respect to such Investment Shares.

(e)      The right of first offer set forth in this Section shall not apply to
any Permitted Transfer.

(f) The rights and  obligations of the Company,  on the one hand, and DB and its
Affiliates,  on the other hand,  with  respect to the  registration  of sales of
Investment  Shares under the  Securities  Act are set forth in the  Registration
Rights  Agreement,  and this  Section  5.12 shall not be construed to impose any
additional obligations on the Company to effect any such registration.

5.13     Right of First Refusal on Private and Rule 144 Sales.
         ----------------------------------------------------

(a) If any DB Holder proposes to sell,  transfer or assign any of its Investment
Shares (i) in a private  transaction;  or (ii) in one or more sales  pursuant to
Rule 144 under the Securities Act aggregating,  in any three-month  period, more
than one percent (1%) of the then outstanding  Common Stock,  then prior to such
sale,  transfer or  assignment,  such DB Holder shall give written notice to the
Company (or its nominee) of such  transfer,  sale or assignment  for purposes of
offering the Company the  opportunity to purchase such Investment  Shares,  free
and clear of all Liens,  on the same terms and  conditions  as set forth in such
offer to purchase (the "First  Refusal  Notice"),  which shall  identify (x) the
number of Investment  Shares to be sold;  (y) the nature of the transfer and, if
such transfer is to be effected in a private  transaction,  the name and address
of each prospective  purchaser or transferee and the consideration to be paid by
each of them for the applicable  Investment  Shares;  and (z) any other material
terms and  conditions  of the  proposed  offer or sale  (including  the proposed
aggregate sale price);  provided,  however,  that the foregoing shall not in any
way limit the  participation by any DB Holder in (i) a self-tender  offer by, or
other sale to, the  Company;  (ii) any merger,  consolidation,  tender  offer or
exchange offer relating to the Company; or (iii) any Permitted Transfer.

(b) If within two (2) Business  Days  following its receipt of the First Refusal
Notice,  the Company  does not notify such DB Holder in writing of its desire to
purchase all, but not fewer than all, of the Investment Shares on the same terms
and  conditions  as set forth in the  First  Refusal  Notice  (a "First  Refusal
Acceptance  Notice"),  then such DB Holder may sell (i) not less than all of the
Investment Shares proposed to be sold in the First Refusal Notice;  (ii) if in a
private transaction,  to the prospective  purchaser or transferee  identified in
the First Refusal  Notice;  and (iii) for  consideration  and upon terms no less
advantageous to such DB Holder as identified in the First Refusal Notice. If the
Company gives a First Refusal  Acceptance  Notice,  then the Company (and/or its
nominee) shall effect the purchase of the Investment  Shares,  including payment
of the purchase  price (x) if the  Investment  Shares to be  purchased  and sold
constitute  five  percent  (5%)  or  less  of  the  Voting  Capital  Stock  then
outstanding,  not more than one (1)  Business  Day after  delivery of such First
Refusal Acceptance Notice, (y) if the Investment Shares to be purchased and sold
constitute  more  than  five  percent  (5%) of the  Voting  Capital  Stock  then
outstanding,  not more than three (3) Business Days after delivery of such First
Refusal  Acceptance  Notice and, in each case, at such time such DB Holder shall
deliver to the Company  (if  applicable)  the  certificate(s)  representing  the
Investment  Shares  to be  purchased  by the  Company,  each  certificate  to be
properly endorsed for transfer or with duly executed stock powers.

(c)      The right of first refusal set forth in this Section shall not apply to
any Permitted Transfer.

5.14     Termination; Availability of Remedies.
         -------------------------------------

(a)      This Agreement shall be terminable by DB upon a Change in Control of
the Company and may also be terminated:

(i)      by mutual written consent of the Company and DB; or

(ii) if at any time DB and its Affiliates  shall have ceased to beneficially own
in the aggregate,  directly or indirectly,  Investment Shares  representing five
percent  (5%)  or more of the  then  outstanding  Voting  Capital  Stock  of the
Company,  by written notice either from DB to the Company or from the Company to
DB.

(b) No termination  of this  Agreement or any provision  hereof shall operate to
relieve any Party of any liability it may have incurred thereunder prior to such
termination.

(c) No exercise by any Party of any remedy expressly  permitted  hereunder shall
operate to preclude such Party from  exercising any other remedy to which it may
be entitled under applicable Law.

5.15  Injunctive   Relief.  The  Parties  agree  that  money  damages  would  be
insufficient  to  compensate  the Company in the event of any violation of DB of
Section 4.1 hereof and that the Company shall be entitled to  injunctive  relief
against DB, including without limitation specific  performance,  to enforce DB's
compliance  with its obligations  under such Section.  The Parties further agree
that money  damages would be  insufficient  to compensate DB in the event of any
violation  by the  Company of  Sections  2.1 and 2.2 hereof and that DB shall be
entitled to injunctive relief against the Company,  including without limitation
specific  performance,  to enforce the Company's compliance with its obligations
under such Sections.  The Parties hereby waive any requirement to post a bond in
connection with an application for injunctive relief hereunder.



<PAGE>


         IN WITNESS WHEREOF, the Company and DB have caused this Agreement to be
duly executed and delivered by their  representatives  thereunto duly authorized
as of the date first above written.

                                           NATIONAL DISCOUNT BROKERS GROUP, INC.


                                           By:  /s/ Arthur Kontos
                                                Name:   Arthur Kontos
                                                Title:  President and CEO


                                           DEUTSCHE BANK AG


                                           By:  /s/ Thomas A. Curtis
                                                Name:   Thomas A. Curtis
                                                Title:  Attorney-in-Fact




<PAGE>







                                  Schedule 2.1





<PAGE>


                                     ANNEX A

                               DEFINITIONS TO THE

                              STOCKHOLDER AGREEMENT

                                     between

                      NATIONAL DISCOUNT BROKERS GROUP, INC

                                       and

                                DEUTSCHE BANK AG

                          Dated as of June 15, 2000

                                       and

                        THE SECURITIES PURCHASE AGREEMENT

                                     between

                      NATIONAL DISCOUNT BROKERS GROUP, INC

                                       and

                  DB U.S. FINANCIAL MARKETS HOLDING CORPORATION

                            Dated as of May 15, 2000



<PAGE>







                                   DEFINITIONS

                  As  used  in the  Stockholder  Agreement  and  the  Securities
Purchase Agreement,  the following terms shall have the following meanings (such
meanings to be equally  applicable  to both the singular and plural forms of the
terms defined):

                  "Act" shall have the  meaning  set forth in Section  3.2(a) of
the Stockholder Agreement.

                  "Affiliate"  shall  have the  meaning  ascribed  to it in Rule
12b-2  promulgated  under the Exchange Act.  Notwithstanding  the foregoing,  no
Party (nor any  Affiliate  of such Party)  shall be  considered  an Affiliate of
another Party (or any of its Affiliates).

                  "Applicable   Exchange"   shall   mean,   at   the   time   of
determination, the principal national securities exchange or automated quotation
system on which the  Company's  equity  securities  are listed or  admitted  for
trading, including without limitation the NYSE and the Nasdaq National Market.

                  "As  Converted"  shall have the  meaning  set forth in Section
2.1(a) of the Stockholder Agreement.

                  "Average  Closing Price" shall mean the average of the closing
sales  prices,  regular  way,  as  reported  on the NYSE  for any day or  period
specified  (or,  if the  Common  Stock  ceases to be listed on the NYSE,  on the
principal national  securities exchange on which the Common Stock is then listed
or admitted to trading or, if not listed or admitted to trading on any  national
securities  exchange,  on the Nasdaq  National Market or, if the Common Stock is
not quoted on the Nasdaq  National  Market,  the  average of the closing bid and
asked prices for the Common Stock on such day in the over-the-counter  market as
reported by Nasdaq or, if bid and asked prices for the Common Stock on each such
date shall not have been  reported  by Nasdaq,  the average of the bid and asked
prices of the Common  Stock for such day as  furnished  by any NYSE  member firm
regularly  making a market in the Common Stock  selected for such purpose by the
Board of Directors) or, if no such  quotations  are  available,  the fair market
value of the Common Stock  furnished by any NYSE member firm  selected from time
to time by the Board of Directors for such purpose.

                  "Balance  Sheet"  shall have the  meaning set forth in Section
2.7(a) of the Securities Purchase Agreement.

                  "Balance  Sheet  Date"  shall  have the  meaning  set forth in
Section 2.7(a) of the Securities Purchase Agreement.

                  "Board of Directors"  shall mean the Board of Directors of the
Company, as from time to time constituted.

                  "Business  Day"  shall mean any day,  other  than a  Saturday,
Sunday or a day on which the NYSE or  banking  institutions  in the State of New
York are authorized or obligated by law or executive order to close.

                  "Certificate  of   Incorporation"   shall  mean  the  Restated
Certificate  of  Incorporation  of the  Company,  as the same may be  amended or
restated from time to time.

                  "Change in Control"  shall mean,  with  respect to any Target,
(i) any merger or consolidation of the Target in which the holders of the voting
securities  of the  Target  outstanding  immediately  prior  to such  merger  or
consolidation  have the right to receive,  upon consummation of such transaction
less than  fifty  percent  (50%) of the  outstanding  voting  securities  of the
surviving entity;  (ii) any sale,  assignment,  transfer or other disposition of
all or substantially  all of the assets of the Target other than to an Affiliate
of the Target;  or (iii) any transaction in which any Person, or any two or more
Persons  acting as a group,  and all  Affiliates  of the Person or Persons,  who
prior to such time owned shares  representing  less than fifty  percent (50%) of
the voting  power at elections  for the board of directors or similar  governing
body of the Target, shall acquire, whether by purchase,  exchange, tender offer,
merger,  consolidation or otherwise,  such additional  voting  securities of the
Target  in one or more  transactions,  or  series  of  transactions,  such  that
following such transaction or transactions,  such person or group and Affiliates
beneficially  own,  fifty percent (50%) or more of the voting power at elections
for the board of directors or similar governing body;  provided,  however,  that
the  foregoing  shall not apply to the grant of proxy voting  rights to a Person
designated by the board of directors or similar  governing body of the Target in
connection  with any  meeting  of the  owners of the  voting  securities  of the
Target.

                  "Change  in  Law"  shall  mean  any  change  in  Law or in any
interpretation or application thereof by any Governmental Entity responsible for
the  implementation  or enforcement of such Law that (i) results in DB or any of
its Affiliates being prohibited from owning or holding all or any portion of the
Investment  Shares;  or (ii)  would  impose or result in  material  restrictions
(economic or other) on DB or such  Affiliate if it would continue to own or hold
such Investment Shares.

                  "Closing" and "Closing Date" shall have the meanings set forth
in Section 1.2 of the Securities Purchase Agreement.

                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
amended.

                  "Commission" shall mean the U.S. Securities and Exchange
Commission.

                  "Common  Stock"  shall  have  the  meaning  set  forth  in the
preamble to the Securities Purchase Agreement.

                  "Common Stock  Equivalents"  shall mean any security issued by
the Company convertible into, or exchangeable or exercisable for, Common Stock.

                  "Company" shall mean National Discount Brokers Group,  Inc., a
Delaware corporation , its predecessors,  successors and assigns, other than any
Person that becomes a successor or assign pursuant to any merger, consolidation,
sale of substantially all assets or similar extraordinary corporate transaction.

                  "Company  Price"  shall have the  meaning set forth in Section
5.12(b) of the Stockholder Agreement.

                  "Compensation  Plan" shall mean any  compensatory  arrangement
duly approved by the Board of Directors for the benefit of any of the directors,
officers or  employees  of, and  natural  persons  who are  consultants  to, the
Company or any of its Subsidiaries.

                  "Date  Compliant"  shall have the meaning set forth in Section
2.13 of the Securities Purchase Agreement.

                  "DB"  shall mean  Deutsche  Bank AG, a  corporation  organized
under the laws of Federal Republic of Germany, its predecessors,  successors and
assigns.

                  "DB Group  Member"  shall mean DB and each direct and indirect
Wholly-Owned Subsidiary of DB.

                  "DB  Holder"   shall   mean,   at  the   applicable   date  of
determination,  any DB Group  Member  that,  as of such date,  is the record and
beneficial owner of shares of Voting Capital Stock.

                  "DB List"  shall  mean a list of Persons  agreed  from time to
time in writing by DB and the Company.

                  "DB Report" shall have the meaning set forth in Section 3.4 of
the Stockholder Agreement.

                  "DB  Representative"  shall  have  the  meaning  set  forth in
Section 2.3 of the Stockholder Agreement.

                  "EJV Territory" shall mean, with respect to the European Joint
Venture, the Territory as defined in the term sheet with respect to the European
Joint Venture.

                  "Encumbrance"   shall  mean  any  lien,   mortgage,   security
interest,  pledge,  restriction  on  transferability,  defect  of title or other
claim,  charge or  encumbrance  of any  nature  whatsoever  on any  property  or
property interest.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

                  "European  Joint Venture"  shall mean a joint venture  between
the Company and DB or one or more of their respective Affiliates with respect to
areas within the EJV  Territory  for the  provision of on-line  discount  equity
brokerage services to retail investors in the EJV Territory.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.

                  "Excluded Sale" shall mean the issuance or sale by the Company
of Voting  Capital  Stock or Common  Stock  Equivalents  (including  any  Voting
Capital Stock issuable upon exercise,  exchange or conversion  thereof) (i) in a
bona fide public offering by the Company  effected on an  underwritten  basis or
through  a  placement  agent,  including  in  any  such  case  the  sale  to the
underwriter or placement agent; (ii) in a bona fide private placement  intended,
through the use of  procedures  and  documentation  customary  in  widely-placed
private  offerings  (including,  without  limitation,  road shows and the use of
preliminary and final offering memoranda), to result in a widely placed offering
by the Company;  (iii) pursuant to an agreement binding on the Company,  if such
agreement  could have been fully performed on the execution date thereof without
violating  the  terms  of  the  Stockholder  Agreement;   (iv)  as  a  pro  rata
distribution  to all holders of Common  Stock of the Company  and, to the extent
required  by the terms of any other  class or  series of the  Company's  capital
stock as a result of such pro rata  distribution,  any pro rata  distribution to
the holders of such class or series of capital stock; (v) solely for purposes of
Sections 2.1(a), 2.1(b) and 4.2(a)(x) of the Stockholder Agreement in connection
with the bona  fide  acquisition  by the  Company  of a  business  by means of a
merger, consolidation,  binding exchange of securities or similar transaction in
which one or more classes of equity  securities  of the Target is required to be
registered  under the Exchange Act and is in fact publicly held; (vi) solely for
purposes of Section 2.1(a) of the Stockholder Agreement and solely to the extent
necessary to permit a tax-free  reorganization  in accordance  with the Code and
the  rules  and  regulations  thereunder,  in  connection  with  the  bona  fide
acquisition  by the Company of a business  by means of a merger,  consolidation,
binding  exchange  of  securities  or  similar  transaction  in which the equity
securities  of the Target are not required to be  registered  under the Exchange
Act; and (vii) pursuant to any Compensation Plan.

                  "Excluded  Shares" shall mean (i) Voting  Capital Stock of the
Company  attributable  to DB or any such  Affiliate as a result of any bona fide
investment management services provided by DB or any such Affiliate to any Third
Party,  whether or not the ownership of such Voting  Capital Stock is reportable
to the  Commission,  any  other  securities  regulatory  authority  or any  bank
regulatory  authority  under  applicable  Law; (ii) Voting  Capital Stock of the
Company  acquired by DB or any such Affiliate in the ordinary course of its bona
fide broker-dealer  activities on behalf of Third Parties;  (iii) Voting Capital
Stock of the  Company  acquired by DB or any such  Affiliate  as a result of the
foreclosure  on the  collateral  securing  any bona  fide  loan or other  credit
extended by DB or any such  Affiliate to any Third Party in the ordinary  course
of its business;  provided,  however,  that DB or any such Affiliate  shall make
commercially  reasonable efforts to dispose of the Voting Capital Stock acquired
as a result of such  foreclosure  as promptly as may be reasonably  practicable,
taking  account  of any  restrictions  on any such  disposition  required  under
applicable Law, including without limitation Article 9 of the Uniform Commercial
Code and the  Securities  Act, the  Exchange  Act and the rules and  regulations
promulgated  under such  statutes;  (iv)  Voting  Capital  Stock of the  Company
acquired  by DB  or  any  such  Affiliate  in  connection  with  any  bona  fide
broker-dealer  or  financing  activity  as to  which  DB or any  such  Affiliate
maintains and enforces  written policies and procedures  reasonably  designed to
prevent the flow of  information  about the  Company to Persons  engaged in such
activity  on  a  day-to-day  basis  (including  without  limitation  merger  and
acquisition  advisory and ordinary  course banking  activities);  and (v) Voting
Capital  Stock of the  Company  held by DB or any such  Affiliate  in bona  fide
trust,  managed,  custodial  or nominee or similar  account for the benefit of a
Third Party.

                  "Exclusivity and  Non-Competition  Provisions"  shall mean, in
the case of each of the European Joint Venture and the Worldwide  Joint Venture,
the terms upon which each of the Company and DB specifies  (which terms shall be
in form and substance reasonably satisfactory to each of the Company and DB) (i)
the types of business and other  activities that each of the Company and DB will
be obligated to pursue  exclusively  through the European  Joint Venture and the
Worldwide  Joint  Venture  and not  through  the  Company  or DB or any of their
respective  Affiliates;  and (ii) the types of  business  and  other  activities
and/or  regions as to which the  Company  and DB agree  that  there  shall be no
competition  between the European Joint Venture and the Worldwide Joint Venture,
as the case may be, on the one hand,  and the other  businesses or operations of
either the Company or DB or their respective Affiliates, on the other hand.

                  "Existing  Holder"  shall mean (i) any Person or group that on
March  27,  2000  beneficially  owned  ten  percent  (10%)  or more of the  then
outstanding  Voting Capital Stock; and (ii) with respect to any Person described
in clause  (i) that is a natural  person,  the  spouse  and  lineal  descendants
thereof  and any trust or other  estate  planning  vehicle  established  for the
benefit of any such Persons.

                  "Existing  Position"  shall  have  the  meaning  set  forth in
Section 2.2(e) of the Stockholder Agreement.

                  "First  Offer  Acceptance  Notice"  shall have the meaning set
forth in Section 5.12(c) of the Stockholder Agreement.

                  "First  Offer  Notice"  shall  have the  meaning  set forth in
Section 5.12(a) of the Stockholder Agreement.

                  "First Refusal  Acceptance  Notice" shall have the meaning set
forth in Section 5.13(b) of the Stockholder Agreement.

                  "First  Refusal  Notice"  shall have the  meaning set forth in
Section 5.13(a) of the Stockholder Agreement.

                  "GAAP" shall mean generally accepted accounting  principles in
the  United  States  as set  forth in the  opinions  and  pronouncements  of the
Accounting  Principles  Board and the American  Institute  of  Certified  Public
Accountants  and  statements  and  pronouncements  of the  Financial  Accounting
Standards  Board or in such  other  statements  by such  other  entity as may be
approved by a significant segment of the U.S. accounting  profession,  which are
applicable to the circumstances as of the date of determination.

                  "Go2Net" shall mean Go2Net, Inc., a Delaware corporation.


                  "Governmental  Entity" shall mean any  government or political
subdivision  or  department  thereof,   any  governmental  or  regulatory  body,
commission, board, bureau, agency or instrumentality, or any court or arbitrator
or alternative  dispute  resolution body, in each case whether  federal,  state,
local or foreign.

                  "Group"  shall have the meaning set forth in Section  13(d)(3)
of the Exchange Act (or any successor provision).

                  "HSR Act" shall  mean the  Hart-Scott-Rodino  Act of 1976,  as
amended.

                  "Intellectual  Property  Rights"  shall have the  meaning  set
forth in Section 2.12 of the Securities Purchase Agreement.

                  "Investment   Shares"   shall   mean,   as  of  any   date  of
determination,  the  number of shares of  Voting  Capital  Stock of the  Company
beneficially owned, directly or indirectly, by DB and its Affiliates, other than
Excluded Shares.

                  "Joint Venture Agreements" shall mean the definitive
agreements with respect to (a) the European Joint Venture; (b) the Worldwide
Joint Venture; (c) the U.S. Research Venture; and (d) the U.S. Underwriting
Venture.

                  "Joint Venture  Termination Event" shall mean, with respect to
any  Person  party to a Joint  Venture  Agreement,  the  giving  of a notice  of
termination of such Joint Venture Agreement by the other Party based on facts or
circumstances specified in such Joint Venture Agreement as providing a basis for
termination "for cause".

                  "Knowledge"  shall mean the actual knowledge of the President,
any Executive  Vice  President or Senior Vice President of the Company after due
inquiry  and an  investigation  of the books and  records of the Company and the
Principal Subsidiaries.

                  "Law" shall mean any law, treaty,  statute,  ordinance,  code,
rule or regulation of a Governmental  Entity or judgment,  decree,  order, writ,
award,   injunction  or  determination  of  an  arbitrator  or  court  or  other
Governmental Entity.

                  "Lien"  shall mean,  with  respect to any asset of any Person,
any  mortgage,  deed  of  trust,  pledge,  hypothecation,  assignment,  security
interest,  lien,  charge,  restriction,  adverse  claim by a third party,  title
defect or encumbrance of any kind (including any conditional sale or other title
retention  agreement,  any lease in the nature thereof,  any assignment or other
conveyance of any right to receive income and any assignment of receivables with
recourse  against  assignor),  any filing of any  financing  statement as debtor
under the Uniform  Commercial Code or comparable law of any Jurisdiction and any
agreement to give or make any of the foregoing.

                  "Material Adverse Effect" shall mean a material adverse effect
upon the business, properties, assets, rights, operations, management, earnings,
financial condition, or prospects of the Company and its Subsidiaries,  taken as
a whole,  and shall  exclude  and not give effect to events,  circumstances,  or
conditions affecting the economy of the United States, the securities markets or
the brokerage or market making industries generally.

                  "NASD"  shall have the meaning set forth in Section 2.9 of the
Securities Purchase Agreement.

                  "Nasdaq" shall mean the National Association of Securities
Dealers, Inc. Automated Quotation System.


                  "Nasdaq National Market" shall mean the National Market System
of Nasdaq.


                  "Offer  to  Purchase"  shall  have the  meaning  set  forth in
Section 5.12(b) of the Stockholder Agreement.

                  "Permitted  Holdings"  shall mean, with respect to any Person,
(i) Voting  Capital Stock of the Company  attributable  to such Person or any of
its  Affiliates  as a result of any bona  fide  investment  management  services
provided by such Person or any such Affiliate to any third party, whether or not
the ownership of such Voting Capital Stock is reportable to the Commission,  any
other  securities  regulatory  authority or any bank regulatory  authority under
applicable Law; (ii) Voting Capital Stock of the Company acquired by such Person
or any such  Affiliate  in the  ordinary  course of its bona fide  broker-dealer
activities on behalf of third parties; (iii) Voting Capital Stock of the Company
acquired by such Person or any such Affiliate as a result of the  foreclosure on
the  collateral  securing  any bona fide loan or other  credit  extended by such
Person or any such  Affiliate to any third party in the  ordinary  course of its
business;  and (iv) Voting Capital Stock of the Company  acquired by such Person
or any  such  Affiliate  in  connection  with  any bona  fide  broker-dealer  or
financing  activity as to which such Person or any such Affiliate  maintains and
enforces written policies and procedures reasonably designed to prevent the flow
of  information  about the  Company to Persons  engaged  in such  activity  on a
day-to-day basis (including without  limitation merger and acquisition  advisory
and ordinary  course  banking  activities);  and (v) Voting Capital Stock of the
Company held by such Person or any such  Affiliate in bona fide trust,  managed,
custodial or nominee or similar accounts for the benefit of third parties.

                  "Permitted  Transfer"  shall  have the  meaning  set  forth in
Section 3.2(a) of the Stockholder Agreement.

                  "Person" shall mean an individual,  corporation,  partnership,
limited liability company, joint venture,  trust or unincorporated  organization
or a government or agency or political subdivision thereof.

                  "Plan" shall mean any plan, program, arrangement, agreement or
commitment  which is an  employment,  consulting,  non-competition  or  deferred
compensation agreement,  or an executive compensation,  incentive bonus or other
bonus,  employee pension,  profit-sharing,  savings,  retirement,  stock option,
stock  purchase,   stock  appreciation  rights,  severance  pay,  life,  health,
disability  or  accident   insurance  plan,   corporate-owned  or  key-man  life
insurance,  or other employee benefit plan, program,  arrangement,  agreement or
commitment,  including any "employee benefit plan" as defined in Section 3(3) of
ERISA.

                  "Preferred  Stock"  shall  mean  the  preferred  stock  of the
Company,  $.01 per share,  authorized  for issuance  from time to time under the
Certificate of Incorporation.

                  "Principal  Subsidiaries" shall mean National Discount Brokers
Corporation and NDB Capital Markets Corporation, and their respective successors
and assigns.

                  "Prospective  Purchaser"  shall  mean any  Person  or Group to
which the  Company  proposes  to issue or sell any shares of its Voting  Capital
Stock or Common Stock Equivalents.

                  "Purchased  Shares"  shall have the  meaning  set forth in the
preamble to the Securities Purchase Agreement.

                  "Purchaser" shall mean DB U.S. Financial Markets Holding
Corporation, a Delaware corporation.


                  "Registration  Rights  Agreement"  shall mean the registration
rights  agreement,  dated as of the Closing Date,  between the Company,  Go2Net,
Vulcan, IAT Reinsurance Syndicate, Ltd. and the Purchaser,  substantially in the
form attached as Exhibit A to the Securities Purchase Agreement.

                  "Regulatory  Problem"  shall  have the  meaning  set  forth in
Section 3.5(e) of the Stockholder Agreement.

                  "Related  Agreements"  shall  have the  meaning  set  forth in
Section 2.2 of the Securities Purchase Agreement.

                  "Response  Period" shall have the meaning set forth in Section
5.12(b) of the Stockholder Agreement.

                  "Restricted  Purchaser"  shall mean any Prospective  Purchaser
identified on the DB List.

                  "Restricted  Securities"  shall have the  meaning set forth in
Section 3.2(a) of the Stockholder Agreement.

                  "SEC   Documents"   shall   mean   all   reports,   schedules,
registration   statements  and  other  documents  (including  all  exhibits  and
schedules thereto) filed by the Company with the Commission pursuant to Sections
13(a) or 14(a) of the Exchange Act.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

                  "Securities  Purchase  Agreement"  shall  mean the  Securities
Purchase  Agreement,  dated as of May 15,  2000,  between  the  Company  and the
Purchaser as from time to time amended and in effect between the parties.

                  "Solicitation Date" shall mean, with respect to the Investment
Shares,  the earlier of (i) the sixth day  following the delivery of an Offer to
Purchase with respect to such Investment  Shares; and (ii) the date on which the
Company  shall  have,  or shall be deemed to have,  declined  to  purchase  such
Investment  Shares,  in each case pursuant to Section 5.12(b) of the Stockholder
Agreement.

                  "Special Voting Stock" shall mean, with respect to any Person,
securities of any class or classes of such Person entitling  holders thereof any
vote in the election of members of the board of directors (or similar  governing
body) of such  Person  only upon the  happening  of a  contingency  or only with
respect to a single  class or  category  of  members  of such board (or  similar
governing body).

                  "Standstill   Percentage"  shall  mean,  as  of  any  date  of
determination,  nineteen and three-tenths  percent (19.3%) of the Voting Capital
Stock of the Company outstanding as of such date of determination, calculated in
accordance with Section 3.3 of the Stockholder Agreement, as such percentage may
be reduced in accordance with Section 4.1 of the Stockholder Agreement.

                  "Stockholder  Agreement" shall mean the Stockholder Agreement,
dated as of the Closing  Date,  between the Company and DB, as from time to time
amended and in effect between the parties,  substantially in the form of Exhibit
B to the Securities Purchase Agreement.

                  "Subsidiary"  or  "Subsidiaries"  shall mean any  corporation,
association  or other  business  entity of which the  Company  and/or any of its
other Subsidiaries (as herein defined),  directly or indirectly owns at the time
more than fifty percent (50%) of the  outstanding  Voting  Capital Stock of such
corporation or trust other than directors' qualifying shares.

                  "Target"   shall  mean  any   Person   that  at  the  time  of
determination is, or may be, subject to a Change in Control.

                  "Tax" and "Taxes"  shall have the meaning set forth in Section
2.11 of the Securities Purchase Agreement.

                  "Tax Return" shall mean a report,  return or other information
(including any amendments) required to be supplied to a Governmental Entity with
respect  to  Taxes   including,   where  permitted  or  required,   combined  or
consolidated  returns for any group of entities that includes the Company or any
Subsidiary.

                  "Third  Party" shall mean a Person other than DB, any DB Group
Member or any Affiliate of any of the foregoing.

                  "Transfer" shall mean any disposition of any Restricted Shares
or of any interest  therein  which  constitutes a sale within the meaning of the
Securities Act, other than any disposition pursuant to an effective registration
statement  under the  Securities  Act and complying  with all  applicable  state
securities and "blue sky" laws.

                  "U.S.  Research  Agreement" shall mean the Research Agreement,
dated as of the  Closing  Date,  between the Company and DB relating to the U.S.
Research  Venture,  substantially  in the form of  Exhibit  C to the  Securities
Purchase Agreement.

                  "U.S.  Research  Venture"  shall mean a  definitive  agreement
pursuant  to which DB and its  Affiliates  appoint the Company or one or more of
its  subsidiaries as the exclusive  on-line discount broker in the United States
for  purposes of  distributing  research  prepared by DB's Global  Corporates  &
Institutions  Division (or any successor  division) for  distribution  to retail
investors in the United States.

                  "U.S. Underwriting Agreement" shall mean the letter agreement,
dated as of the Closing Date,  between the Company and DB,  relating to the U.S.
Underwriting  Venture,  substantially  in the form  attached as Exhibit D to the
Securities Purchase Agreement.

                  "U.S.  Underwriting Venture" shall mean a definitive agreement
pursuant to which DB shall agree that,  insofar as any  affiliate of DB seeks to
distribute in the United States through an on-line discount broker,  any portion
of the equity securities  allotted to such affiliate acting as an underwriter of
an initial public offering,  such affiliate will use the Company (or one or more
of its subsidiaries) as its exclusive on-line discount broker for such purpose.

                  "Voting Capital Stock" shall mean, with respect to any Person,
securities of any class or classes of such Person  entitling the holders thereof
to vote in the  election  of members of the board of  directors  (or any similar
governing body) of such Person but excluding Special Voting Stock.

                  "Voting  Percentage"  shall  have  the  meaning  set  forth in
Section 3.3(c) of the Stockholder Agreement.

                  "Vulcan" shall mean Vulcan Ventures Incorporated, a Washington
corporation.


                  "Wholly  Owned  Subsidiary"  shall  mean any  Subsidiary  of a
Person as to which such Person owns,  directly or indirectly through one or more
other wholly owned  Subsidiaries,  all of the Voting  Capital  Stock and Special
Voting Stock (other than directors' qualifying shares).

                  "Worldwide Joint Venture" shall mean a worldwide joint venture
between the Company and DB or one or more of their respective Affiliates for the
provision of on-line discount equity  brokerage  services to retail investors in
countries and territories  around the world except for the United States and the
EJV Territory.














<PAGE>











                                                                  EXHIBIT 10(b)

                                                                  CONFORMED COPY








                          REGISTRATION RIGHTS AGREEMENT

                            dated as of June 15, 2000

                                      among

                      NATIONAL DISCOUNT BROKERS GROUP, INC.

                                     and the

                           STOCKHOLDERS LISTED HEREIN















<PAGE>








                                TABLE OF CONTENTS


<TABLE>
<CAPTION>


                                                                            Page




              <S>            <C>                                             <C>
              Section 1......Definitions..................................... 1



              Section 2......Demand Registration..............................5



              Section 3......Piggyback Registration.......................... 7



              Section 4......Expenses.........................................8



              Section 5......Holdback Agreement...............................8



              Section 6......Preparation and Filing.......................... 9



             Section 7.......Indemnification................................ 11



             Section 8.......Underwriting Agreement......................... 14



             Section 9.......Information by Holder.......................... 14



             Section 10......Exchange Act Compliance........................ 14



             Section 11......Rule 144 Requirements.......................... 15



             Section 12......Restriction on Transfer........................ 15



             Section 13......Successors and Assigns......................... 16



             Section 14......Assignment..................................... 17



             Section 15......Entire Agreement............................... 17



             Section 16......Notices........................................ 17



             Section 17......Modifications; Amendments...................... 19



             Section 18......Counterparts................................... 19



             Section 19......Headings....................................... 19



             Section 20......Severability................................... 20



             Section 21......Governing Law; Submission to Jurisdiction...... 20



             Section 22......Suspension of Disposition of Registrable Shares.20
</TABLE>



<PAGE>


         REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") dated as of June 15,
2000,  among  NATIONAL  DISCOUNT  BROKERS  GROUP,  INC., a Delaware  corporation
(together with its  successors,  the  "Company"),  and the  stockholders  of the
Company listed on Schedule I hereto (the "Investors").

         Each Investor  currently owns or has the right to acquire the number of
shares of Common Stock, $.01 par value (the "Common Stock"),  of the Company set
forth  opposite the name of such Investor on Schedule I. The parties hereto deem
it to be in their best  interests to set forth their rights and  obligations  in
connection  with certain  public  offerings and sales of shares of Common Stock.
Accordingly, the parties agree as follows:

                                   Section 1

                                   Definitions

         As used in this Agreement, the following terms shall have the following
meanings:

         "Affiliate"  shall  have  the  meaning  ascribed  to it in  Rule  12b-2
promulgated under the Exchange Act. Notwithstanding the foregoing, no Party (nor
any  Affiliate of such Party) shall be  considered an Affiliate of another Party
(or any of it  Affiliates)  provided,  that no Person that is an Affiliate of an
Investor, on the one hand, shall be deemed to be an Affiliate of the Company, on
the other hand, and vice versa; and provided,  further,  that any Person that in
the  absence of this  provision  might be deemed to be an  Affiliate  of both an
Investor and the Company shall for the purposes  hereof be an Affiliate  only of
the party with which such Person is principally affiliated.
         "Board of Directors"  shall mean the Board of Directors of the Company,
as from time to time constituted.

         "Business  Day" shall mean any day other than a  Saturday,  Sunday or a
day on which the New York Stock Exchange or banking institutions in the State of
New York are authorized or obligated by law or executive order to close.

         "Change in Control" shall mean (i) any merger or  consolidation  of the
Company in which the holders of voting  securities and Common Stock  Equivalents
outstanding  immediately prior to such merger or consolidation have the right to
receive,  upon consummation of such transaction less than fifty percent (50%) of
the  outstanding  voting  securities  of the  surviving  entity;  (ii) any sale,
assignment,  transfer or other  disposition of all or  substantially  all of the
assets of the Company  other than to an Affiliate  of the Company;  or (iii) any
transaction  in which any Person,  or any two or more Persons acting as a group,
and all Affiliates of the Person or Persons, who prior to such time owned shares
representing  less than fifty percent (50%) of the voting power at elections for
the Board of Directors,  shall acquire,  whether by purchase,  exchange,  tender
offer,  merger,  consolidation  or  otherwise,  such  additional  shares  of the
Company's capital stock in one or more transactions,  or series of transactions,
such that following such transaction or  transactions,  such person or group and
Affiliates  beneficially  own (as such term is defined  in Rule 13d-3  under the
Exchange Act),  fifty percent (50%) or more of the voting power at elections for
the Board of Directors; provided, however, that the foregoing shall not apply to
the  grant  of  proxy  voting  rights  to a Person  designated  by the  Board of
Directors in connection with any meeting of stockholders of the Company.

         "Change in Law"  shall mean any change in Law or in any  interpretation
or  application   thereof  by  any  Governmental   Entity  responsible  for  the
implementation  or  enforcement of such Law that (i) results in DB or any of its
Affiliates  being prohibited from owning or holding all or any portion of the DB
Investment  Shares;  or (ii)  would  impose or result in  material  restrictions
(economic or other) on DB or such  Affiliate if it would continue to own or hold
such DB Investment Shares.

         "Commission" shall mean the U.S.  Securities and Exchange Commission or
any other Federal agency at the time administering the Securities Act.

         "Common Stock" shall have the meaning set forth in the preamble to this
Agreement.

         "Common  Stock  Equivalents"  shall  mean any  security  issued  by the
Company convertible into, or exchangeable or exercisable for, Common Stock.

         "DB" shall mean DB U.S. Financial Markets Holding Corporation, a
Delaware corporation.


         "DB Group  Investors" shall mean DB, each other DB Holder which owns DB
Registrable  Shares and any  successor  to, or assignee or  transferee  of, a DB
Group  Investor  who shall agree in writing  pursuant to Section 14 hereof to be
treated as a DB Group  Investor and to be bound by the terms and comply with the
provisions of this Agreement.

         "DB Group  Securities  Purchase  Agreement"  shall mean the  Securities
Purchase Agreement dated as of May 15, 2000 between the Company and DB.

         "DB  Holder"  shall have the  meaning  set forth in the DB  Stockholder
Agreement.

         "DB Investment  Shares" shall mean the Investment Shares (as defined in
the DB Stockholder Agreement).

         "DB Stockholder  Agreement" shall mean the Stockholder  Agreement dated
as  of   ____________,   2000,   between  the  Company  and  Deutsche  Bank  AG,
substantially  in the  form of  Exhibit  D to the DB Group  Securities  Purchase
Agreement.

         "EJV Territory" shall mean, with respect to the European Joint Venture,
the Territory as defined in the term sheet for the European Joint Venture.

         "European Joint Venture" shall mean a joint venture between the Company
and DB or one or more of  their  respective  Affiliates  with  respect  to areas
within the EJV Territory for the provision of on-line  discount equity brokerage
services to retail investors in EJV Territory.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect from time to time.

         "Excluded   Shares"  shall  have  the  meaning  set  forth  in  the  DB
Stockholder Agreement.

         "Go2Net" shall mean Go2Net, Inc., a Delaware corporation.


         "Go2Net  Agreement" shall mean the Securities  Purchase Agreement dated
February 5, 2000, among the Company, Go2Net and Vulcan.

         "Go2Net Group" shall mean Go2Net and Vulcan.

         "Go2Net Group  Investors" shall mean the Go2Net Group, any Affiliate of
Go2Net Group which owns Registrable  Shares and any successor to, or assignee or
transferee  of, a Go2Net Group  Investor who shall agree in writing  pursuant to
Section 14 hereof to be treated as a Go2Net  Group  Investor  and to be bound by
the terms and comply with the provisions of this Agreement.

         "Governmental   Entity"   shall  mean  any   government   or  political
subdivision  or  department  thereof,   any  governmental  or  regulatory  body,
commission, board, bureau, agency or instrumentality, or any court or arbitrator
or alternative  dispute  resolution body, in each case whether  federal,  state,
local or foreign.

         "IAT" shall mean IAT Reinsurance Syndicate, Ltd., a Bermuda
corporation.


         "IAT  Investors"  shall  mean IAT,  any  Affiliate  of IAT  which  owns
Registrable  Shares and any successor  to, or assignee or transferee  of, an IAT
Investor who shall agree in writing  pursuant to Section 14 hereof to be treated
as an IAT Investor  and to be bound by the terms and comply with the  provisions
of this Agreement.

         "Investors"  shall have the meaning  set forth in the  preamble to this
Agreement.

         "Law" shall mean any law,  treaty,  statute,  ordinance,  code, rule or
regulation of a Governmental  Entity or judgment,  decree,  order,  writ, award,
injunction or  determination  of an  arbitrator  or court or other  Governmental
Entity.

         "Other  Shares"  shall  mean at any time those  shares of Common  Stock
which do not constitute Primary Shares or Registrable Shares.

         "Permitted  Transfer"  shall mean (a) with  respect to the Go2Net Group
Investors,  shall have the  meaning set forth in the Go2Net  Agreement;  and (b)
with respect to the DB Group Investors, shall mean have the meaning set forth in
the DB Stockholder Agreement.

         "Person" shall mean an individual,  corporation,  partnership,  limited
liability  company,  joint venture,  trust or  unincorporated  organization or a
government or agency or political subdivision thereof.

         "Primary  Shares"  shall mean at any time the  authorized  but unissued
shares of Common  Stock or shares of Common  Stock  held by the  Company  in its
treasury.

         "Purchased  Shares"  shall have the  meaning  set forth in the DB Group
Securities Purchase Agreement.

         "Registrable  Shares"  shall  mean at any time,  (i) the DB  Investment
Shares that have not previously been sold to the public pursuant to an effective
registration  statement under the Securities Act or pursuant to Rule 144 or that
may not be sold by the holder  thereof  under  Rule 144 and (ii) the  Restricted
Shares.

         "Restricted  Shares"  shall  mean,  with  respect to the  Go2Net  Group
Investors  and the IAT  Investors,  the  shares  of  Common  Stock and any other
securities convertible into, or exercisable or exchangeable for Common Stock and
any securities received by any of them upon any conversion, exercise or exchange
thereof  that  have  not  been  sold  to the  public  pursuant  to an  effective
registration  statement under the Securities Act or pursuant to Rule 144 or that
may not be sold by the holder thereof under Rule 144.

         "Rule 144" shall mean Rule 144 promulgated  under the Securities Act or
any successor or complementary rule thereto.

         "Securities  Act" shall mean the Securities Act of 1933, as amended and
the rules and regulations of the Commission thereunder, all as the same shall be
in effect from time to time.

         "Standstill  Percentage"  shall  have the  meaning  set forth in the DB
Stockholder Agreement.

         "Stockholders"  shall mean the IAT Group  Investors,  the Go2Net  Group
Investors and the DB Group Investors.

         "Transfer"  shall mean any disposition of any Registrable  Shares or of
any  interest  therein  which  constitutes  a sale  within  the  meaning  of the
Securities Act, other than any disposition pursuant to an effective registration
statement  under the  Securities  Act and complying  with all  applicable  state
securities and "blue sky" laws.

         "U.S.  Research Venture" shall mean a definitive  agreement pursuant to
which  DB  and  its  Affiliates  appoint  the  Company  or one  or  more  of its
subsidiaries as the exclusive  on-line  discount broker in the United States for
purposes  of  distributing   research  prepared  by  DB's  Global  Corporates  &
Institutions  Division  (or  any  successor  division)  distribution  to  retail
investors in the United States.

         "U.S.  Underwriting Venture" shall mean a definitive agreement pursuant
to which DB shall agree that, insofar as any affiliate of DB seeks to distribute
in the  United  States  through an on-line  discount  broker any  portion of the
equity  securities  allotted to such  affiliate  acting as an  underwriter of an
initial public offering,  such affiliate will use the Company (or one or more of
its subsidiaries) as its exclusive on-line discount broker for such purpose.

         "Vulcan" shall mean Vulcan Ventures Incorporated, a Washington
corporation.


         "Worldwide  Joint Venture" shall mean a worldwide joint venture between
the  Company  and DB or one or  more  of  their  respective  Affiliates  for the
provision of on-line discount equity  brokerage  services to retail investors in
countries and territories  around the world except for the United States and the
EJV Territory.

                                   Section 2.

                               Demand Registration

(a)  Subject to subsection  (e) below,  at any time until June 30, 2002, the IAT
     Investors  shall be  entitled  to request  once that the  Company  effect a
     registration  under the  Securities Act of the  Registrable  Shares held by
     them in accordance with this Section; provided that such IAT Investors must
     request  registration  of at least fifty percent (50%) of such  Registrable
     Shares.

(b)  Subject to  subsection  (e)  below,  the Go2Net  Group  Investors  shall be
     entitled to request once that the Company effect a  registration  under the
     Securities Act of Registrable  Shares held by them in accordance  with this
     Section;   provided   that  such  Go2Net  Group   Investors   must  request
     registration  of at least fifty percent (50%) of such  Registrable  Shares.
     However,  no request for  registration may be made hereunder until February
     5,  2001,  unless  such  Registrable  Shares  may be sold,  transferred  or
     assigned as provided in Section 9.17 of the Go2Net Agreement otherwise than
     in a Permitted Transfer.

(c)  Subject to Section (e) below,  at any time after the second  anniversary of
     the closing for the sale of the  Purchased  Shares under the DB  Securities
     Purchase  Agreement,  the DB Group  Investors  shall be entitled to request
     three (3) times,  but not more than once in any twelve  (12) month  period,
     that  the  Company  effect  a  registration  under  the  Securities  Act of
     Registrable Shares held by them in accordance with this Section;  provided,
     however, that such DB Group Investors must request registration of at least
     thirty  percent (30%) of such  Registrable  Shares and in any case not less
     than 500,000 of such Registrable Shares; and provided further,  that (i) DB
     and each DB Holder  shall be entitled to exercise  their  rights under this
     subsection  (A) at any time after the closing for the sale of the Purchased
     Shares under the DB Securities Purchase Agreement,  if DB or such DB Holder
     is required to dispose of any Registrable  Shares held by it as a result of
     a  Change  in Law  (provided  that DB or such DB  Holder  shall  have  used
     commercially  reasonable  efforts to comply with such Change in Law without
     disposing of such Registrable  Shares); and (B) at any time after the first
     anniversary  of the closing for the sale of the Purchased  Shares under the
     DB Securities Purchase Agreement,  if (I) there shall have been a Change in
     Control  of the  Company;  (II)  DB or one or more  of its  Affiliates,  as
     applicable,  and the  Company  shall have  failed to enter into  definitive
     agreements  with respect to the  European  Joint  Venture or the  Worldwide
     Joint Venture on or prior to such first anniversary;  or (III) DB or one or
     more of its  Affiliates,  as  applicable,  or the Company  shall have given
     notice  of  termination  of any of the  U.S.  Research  Venture,  the  U.S.
     Underwriting  Venture,  the European  Joint Venture or the Worldwide  Joint
     Venture as provided in the related  definitive  agreement;  and (ii) the DB
     Group Investors shall not be entitled to exercise any right provided for in
     this  subsection  at such  time  as  they  beneficially  own,  directly  or
     indirectly, in the aggregate less than five percent (5%) of the outstanding
     Common Stock.

(d)  If the  Company  shall be  requested  to  effect a  registration  under the
     Securities Act of Registrable Shares in accordance with this Section,  then
     the  Company  shall   promptly   give  written   notice  of  such  proposed
     registration to all Stockholders who are then holders of Registrable Shares
     and shall offer to include in such proposed  registration  any  Registrable
     Shares  requested  to be included  in such  proposed  registration  by such
     holders who respond in writing to the  Company's  notice within thirty (30)
     days after delivery of such notice (which response shall specify the number
     of Registrable  Shares proposed to be included in such  registration).  The
     Company  shall  promptly use its  commercially  reasonable  efforts in good
     faith to effect the registration of the Registrable Shares that the Company
     has been so requested to register on an  appropriate  form,  including Form
     S-3, or pursuant to Rule 415 under the Securities Act, if available,  if so
     requested by the Stockholders.

(e)  The Company  shall not be  obligated to effect any  registration  under the
     Securities Act requested  under this Section except in accordance  with the
     following provisions:

(i)  the  Company  shall not be  required  to  register  Registrable  Shares not
     eligible for resale pursuant to Section 9.17 of the Go2Net Agreement or any
     Permitted Transfer.

(ii) the Company shall not be required to register a Transfer to an Affiliate of
     any Stockholder;

(iii) the Company's obligation to file a registration  statement under this
      Section  shall be  suspended  at any time when (A) it has not received a
      request under  subsection  (a), (b) or (c) above;  and (B) it has filed,
      or the Board of Directors  has  approved  the  filing  of, a  registration
      statement  under the Securities  Act  (other  than on Form  S-4 or Form
      S-8 or any  successor  forms thereto) for the offer and sale of Primary
      Shares.  Such obligation shall resume on the earliest to occur of (X) the
      date on which such registration statement is withdrawn by the Company,  or
      the Board of Directors  abandons its determination to file a registration
      statement for the offer and sale of Primary Shares,  (Y) the date that is
      ninety (90) days after the effective date of such  registration statement,
      and (Z) the date that is one  hundred  eighty  (180)  days after the first
      filing date of such registration statement;

(iv)     the Company may delay the filing or  effectiveness  of any registration
         statement  pursuant to this  Section for a period not to exceed  ninety
         (90) days  after the date of the  Company's  receipt  of a request  for
         registration  if the  Board  of  Directors  has  determined  that  such
         registration  would have a material  adverse effect upon the Company or
         its then current business plans;  provided,  however,  that the Company
         may cause such delay only once during any three hundred sixty (360) day
         period; and

(v)      with respect to any registration  pursuant to this Section, the Company
         may include in such  registration  any Primary  Shares or Other Shares;
         provided,  however,  that if the managing  underwriter (if any) advises
         the Company  that the  inclusion  of all  Registrable  Shares,  Primary
         Shares and Other  Shares  proposed to be included in such  registration
         would interfere with the successful  marketing  (including  pricing) of
         all such shares, then the number of Registrable Shares,  Primary Shares
         and Other Shares proposed to be included in such registration  shall be
         included in the following order:

    (A)           first,  the  Registrable   Shares  held  by  the  Stockholders
                  requesting that the Company effect a registration  pursuant to
                  subsection (a), (b) (c) above, as applicable;

    (B)           second, the Registrable Shares held by any other Stockholders,
                  pro rata based upon the number of Registrable  Shares owned by
                  each such Stockholder at the time of such registration;

    (C)           third, the Primary Shares, if any; and

    (D)           fourth, the Other Shares, if any.

(f)  A requested  registration  under this  Section may be  rescinded by written
     notice  to  the  Company  by  all  of  the  Stockholders   requesting  such
     registration  pursuant  to  subsection  (a),  (b) or  (c);  such  rescinded
     registration shall not count as a registration statement initiated pursuant
     to this Section if such  registration  statement is rescinded  prior to the
     effective  date  thereof and if the  Stockholders  initiating  such request
     shall have reimbursed the Company for all reasonable out-of-pocket expenses
     incurred  by the Company in  connection  with such  rescinded  registration
     after  the  first  rescission.  Even  if a  registration  statement  is not
     rescinded pursuant to this subsection, the Company shall, at any time prior
     to the effectiveness of a registration statement,  deregister any or all of
     a Stockholder's Registrable Shares included in such registration statement,
     promptly  upon  the  Company's  receipt  of a  written  request  from  such
     Stockholder  and the  Company  may  withdraw a  registration  statement  so
     requested  if  a  Stockholder  requesting   deregistration   initiated  the
     registration statement.

                                   Section 3

                             Piggyback Registration

(a)  If the  Company at any time  proposes  for any reason to  register  Primary
     Shares or Other Shares under the  Securities Act (other than on Form S-4 or
     Form S-8  promulgated  under  the  Securities  Act or any  successor  forms
     thereto or other than in  connection  with an  exchange  offer or  offering
     solely to the  Company's  stockholders),  it shall  promptly  give  written
     notice to each  Stockholder  of its  intention  so to register  the Primary
     Shares or Other Shares and, upon the written  request given within ten (10)
     days after delivery of any such notice by the Company,  of any  Stockholder
     to include in such registration Registrable Shares held by such Stockholder
     (which request shall specify the number of Registrable  Shares  proposed to
     be included in such  registration),  the Company shall use its commercially
     reasonable  efforts to cause all such Registrable  Shares to be included in
     such  registration  on the same  terms  and  conditions  as the  securities
     otherwise being sold in such registration;  provided, however, that (i) the
     IAT Group  Investors  and the Go2Net  Investors may not exercise any rights
     under this Section prior to such time as they would be entitled to exercise
     rights under Sections 2(a) and (b) hereof,  respectively,  and the DB Group
     Investors may not exercise any rights under this Section prior to the first
     anniversary  of the closing for the sale of the Purchased  Shares under the
     DB  Securities  Purchase  Agreement;  and (ii) if the managing  underwriter
     advises the Company that the inclusion of all Primary Shares,  Other Shares
     or Registrable  Shares proposed to be included in such  registration  would
     interfere with the successful  marketing (including pricing) of the Primary
     Shares proposed to be registered by the Company, if any, then the number of
     Primary Shares, Registrable Shares and Other Shares proposed to be included
     in such registration shall be included in the following order:

         (A)      first, the Primary Shares, if any;

         (B)      second, the Registrable  Shares held by the Stockholders,  pro
                  rata based upon the number of  Registrable  Shares (based upon
                  any required conversion of Common Stock Equivalents) specified
                  in their written  requests made under this Section 3(a) above;
                  and

         (C)      third, the Other Shares, if any.

(b)  Any Stockholder  requesting  registration  under this Section in connection
     with  any  registered  offering  of  Primary  Shares  shall  enter  into an
     underwriting  agreement in customary  form with the  representative  of the
     underwriter or underwriters  selected for such underwriting by the Company.
     No  Permitted  Transfer  may be  registered  pursuant to this  Section.  No
     Stockholder  may utilize a  registration  statement  filed pursuant to this
     Section to register  securities for sale,  transfer or other disposition of
     which is restricted by Section 9.17 of the Go2Net Agreement.

                                   Section 4

                                    Expenses

         Except as otherwise  provided in Section  2(f),  the Company shall bear
the expense of the  registrations  effected pursuant to Sections 2 and 3 hereof,
in each case including,  without  limitation,  all  registration and filing fees
(including  all  expenses  incident to filing with the National  Association  of
Securities  Dealers,  Inc. (the  "NASD")),  fees and expenses of complying  with
securities and "blue sky" laws, printing expenses,  and fees and expenses of the
Company's  counsel  and  accountants,  and the fees and  expenses of the Selling
Stockholders'  Counsel (as defined below),  but excluding any  underwriters'  or
brokers'  discounts  or  commissions  and the fees of any counsel to the selling
Stockholders other than the Selling Stockholders' Counsel.

                                   Section 5

                               Holdback Agreement

         If the Company at any time shall register  shares of Common Stock under
the  Securities  Act  (including  any  registration  pursuant  to Section 2 or 3
hereof)  for  sale  to  the  public  and  the  managing   underwriter  for  such
registration shall request, the Stockholders shall not sell, make any short sale
of,  grant  any  option  for  the  purchase  of,  or  otherwise  dispose  of any
Registrable  Shares  (other than those shares of Common  Stock  included in such
registration)  without  the prior  written  consent of the  Company for a period
designated by the Company in writing to the Stockholders, which period shall not
begin more than ten (10) days prior to the  effective  date of the  registration
statement  pursuant  to which such public  offering  shall be made and shall not
last more than one hundred  eighty (180) days after the  effective  date of such
registration statement.

                                   Section 6

                             Preparation and Filing

         If and  whenever  the  Company is under an  obligation  pursuant to the
provisions  of this  Agreement  to use its  commercially  reasonable  efforts to
effect the  registration  of any  Registrable  Shares,  the  Company  shall,  as
expeditiously as practicable:

(a)  use  its  commercially   reasonable  efforts  in  good  faith  to  cause  a
     registration statement that registers such Registrable Shares to become and
     remain effective for a period of one hundred eighty (180) days (as extended
     pursuant to Section 22 hereof) or until all of such Registrable Shares have
     been disposed of (if earlier);

(b)  furnish,  at least five (5)  Business  Days  before  filing a  registration
     statement that registers such  Registrable  Shares,  a prospectus  relating
     thereto or any  amendments or  supplements  relating to such a registration
     statement  or  prospectus,  to one  counsel  selected  by the  holders of a
     majority of such Registrable Shares (the "Selling Stockholders'  Counsel"),
     copies of all such documents proposed to be filed (it being understood that
     such five (5)  Business Day period need not apply to  successive  drafts of
     the same document  proposed to be filed so long as such  successive  drafts
     are supplied to such counsel in advance of the proposed  filing by a period
     of time that is customary and reasonable under the circumstances);

(c)  prepare and file with the Commission  such  amendments  and  supplements to
     such registration statement and the prospectus used in connection therewith
     as may be necessary to keep such  registration  statement  effective for at
     least a period of one hundred  eighty (180) days (as  extended  pursuant to
     Section  22  hereof)  or until  all of such  Registrable  Shares  have been
     disposed  of  (if  earlier)  and  to  comply  with  the  provisions  of the
     Securities  Act  with  respect  to the sale or  other  disposition  of such
     Registrable Shares;

(d)  notify in writing the Selling  Stockholders'  Counsel  promptly  (i) of the
     receipt by the Company of any notification  with respect to any comments by
     the Commission with respect to such registration statement or prospectus or
     any amendment or supplement  thereto or any request by the  Commission  for
     the amending or  supplementing  thereof or for additional  information with
     respect  thereto;  (ii) of the receipt by the  Company of any  notification
     with respect to the issuance by the Commission of any stop order suspending
     the  effectiveness  of such  registration  statement or  prospectus  or any
     amendment or supplement  thereto or the  initiation or  threatening  of any
     proceeding for that purpose; and (iii) of the receipt by the Company of any
     notification  with respect to the suspension of the  qualification  of such
     Registrable  Shares  for  sale in any  jurisdiction  or the  initiation  or
     threatening of any proceeding for such purposes;

(e)  use its  commercially  reasonable  efforts  in good  faith to  register  or
     qualify such  Registrable  Shares under such other securities or "blue sky"
     laws of such  jurisdictions as any seller of Registrable  Shares reasonably
     requests and do any and all other acts and things  which may be  reasonably
     necessary  or  advisable  to enable  such seller of  Registrable  Shares to
     consummate the disposition in such  jurisdictions of the Registrable Shares
     owned by such  seller;  provided,  however,  that the  Company  will not be
     required to qualify  generally  to do business,  subject  itself to general
     taxation or consent to general service of process in any jurisdiction where
     it would not otherwise be required so to do but for this subsection;

(f)  furnish to each seller of such Registrable  Shares such number of copies of
     a  summary   prospectus  or  other  prospectus,   including  a  preliminary
     prospectus,  in conformity with the requirements of the Securities Act, and
     such other  documents as such seller of  Registrable  Shares may reasonably
     request,  in order to facilitate  the public sale or other  disposition  of
     such Registrable Shares;

(g)  use its commercially reasonable efforts to cause such Registrable Shares to
     be  registered  with or  approved  by such other  governmental  agencies or
     authorities as may be necessary by virtue of the business and operations of
     the  Company  to enable the seller or  sellers  thereof to  consummate  the
     disposition of such Registrable Shares;

(h)  notify on a timely basis each seller of such Registrable Shares at any time
     when a  prospectus  relating to such  Registrable  Shares is required to be
     delivered under the Securities Act within the appropriate  period mentioned
     in  subsection  (a) of this  Section,  of the  happening  of any event as a
     result of which the prospectus included in such registration  statement, as
     then in effect, includes an untrue statement of a material fact or omits to
     state a material  fact  required to be stated  therein or necessary to make
     the  statements  therein not  misleading in the light of the  circumstances
     then  existing  and, at the request of such seller,  prepare and furnish to
     such  seller  a  reasonable  number  of  copies  of a  supplement  to or an
     amendment of such  prospectus  as may be necessary so that,  as  thereafter
     delivered to the offerees of such shares, such prospectus shall not include
     an untrue  statement  of a material  fact or omit to state a material  fact
     required to be stated therein or necessary to make the  statements  therein
     not misleading in the light of the circumstances then existing;

(i)  make available for inspection by the Selling  Stockholders'  Counsel or any
     underwriter  participating in any disposition pursuant to such registration
     statement and any attorney,  accountant or other agent retained by a seller
     of  Registrable   Shares  or  any  such  underwriter   (collectively,   the
     "Inspectors"),   all  pertinent  financial  and  other  records,  pertinent
     corporate  documents  and  properties  of the  Company  (collectively,  the
     "Records"),  as shall be  reasonably  necessary  to enable them to exercise
     their due  diligence  responsibility,  and cause  the  Company's  officers,
     directors  and  employees  to supply  all  information  (together  with the
     Records,  the "Information")  reasonably requested by any such Inspector in
     connection with such registration  statement.  Any of the Information which
     the  Company  determines  in good  faith to be  confidential,  and of which
     determination the Inspectors are so notified, shall not be disclosed by the
     Inspectors  unless (i) the  disclosure of such  Information is necessary to
     avoid or correct a misstatement or omission in the registration  statement;
     (ii) the release of such  Information is ordered  pursuant to a subpoena or
     other  order  from  a  court  of  competent  jurisdiction;  or  (iii)  such
     Information  has  been  made  generally   available  to  the  public.   The
     Stockholder  agrees that it will,  upon  learning  that  disclosure of such
     Information is sought in a court of competent jurisdiction,  give notice to
     the Company and allow the Company,  at the Company's expense,  to undertake
     appropriate   action  to  prevent  disclosure  of  the  Information  deemed
     confidential;

(j)  use its  commercially  reasonable  efforts in good faith to obtain from its
     independent  certified public  accountants  "comfort"  letters in customary
     form and at customary  times and covering  matters of the type  customarily
     covered by comfort letters;

(k)  use its commercially reasonable efforts in good faith to obtain from its
     counsel an opinion or opinions in customary form;

(l)  provide a transfer  agent and  registrar  (which may be the same  entity
     and which may be the  Company)  for such  Registrable Shares;

(m)  issue to any underwriter to which any seller of Registrable Shares proposes
     to sell shares in such offering  certificates  evidencing such  Registrable
     Shares;  provided,  however,  that (i) the Company  shall have the right to
     approve  any such  underwriter  which  approval  shall not be  unreasonably
     withheld or  delayed;  and (ii) the  Company  shall  specify in writing the
     reason for any rejection of an  underwriter  selected by the seller of such
     Registrable Shares;

(n)  list such Registrable Shares on any national  securities  exchange on which
     any  shares of the Common  Stock are listed or, if the Common  Stock is not
     listed on a national securities exchange,  use its commercially  reasonable
     efforts to qualify such  Registrable  Shares for inclusion on the automated
     quotation  system  of NASD  or such  national  securities  exchange  as the
     holders of a majority of such Registrable Shares shall request;

(o)  use its  commercially  reasonable  efforts in good faith to comply with all
     applicable  rules and  regulations  of the Commission and make available to
     its securityholders, as soon as reasonably practicable, earnings statements
     (which  need not be  audited)  covering  a period  of  twelve  (12)  months
     beginning   within  three  (3)  months  after  the  fiscal  quarter  ending
     immediately  following the effective date of each  registration  statement,
     which earnings  statements shall satisfy the provisions of Section 11(a) of
     the Securities Act and Rule 158 thereunder; and

(p)  use its  commercially  reasonable  efforts  in good faith to take all other
     steps  necessary  to effect the  registration  of such  Registrable  Shares
     contemplated hereby.

                                   Section 7

                                 Indemnification

(a)  In connection with any  registration  of any  Registrable  Shares under the
     Securities  Act pursuant to this  Agreement,  the Company  shall and hereby
     agrees to  indemnify  and hold  harmless  the  seller  of such  Registrable
     Shares, its officers and directors,  each underwriter,  broker or any other
     person acting on behalf of such seller and each other  person,  if any, who
     controls any of the foregoing  persons within the meaning of the Securities
     Act  and  the  Exchange  Act,  against  any  losses,   claims,  damages  or
     liabilities, joint or several, (or actions in respect thereof) to which any
     of the foregoing  persons may become  subject under the  Securities  Act or
     otherwise,  insofar as such  losses,  claims,  damages or  liabilities  (or
     actions  in  respect  thereof)  arise  out of or are  based  upon an untrue
     statement or alleged  untrue  statement of a material fact contained in the
     registration  statement under which such Registrable Shares were registered
     under the Securities  Act, any preliminary  prospectus or final  prospectus
     contained therein or otherwise filed with the Commission,  any amendment or
     supplement  thereto,  or arise out of or are  based  upon the  omission  or
     alleged  omission to state  therein a material  fact  required to be stated
     therein or necessary to make the  statements  therein not  misleading,  and
     shall reimburse such seller,  such officer or director,  such  underwriter,
     such broker or such other  person  acting on behalf of such seller and each
     such controlling person for any legal or other expenses reasonably incurred
     by any of them in connection with investigating or defending any such loss,
     claim, damage,  liability or action;  provided,  however,  that the Company
     shall  not be liable in any such  case to the  extent  that any such  loss,
     claim, damage, liability or action arises out of or is based upon an untrue
     statement or alleged untrue  statement or omission or alleged omission made
     in said registration statement,  preliminary prospectus,  final prospectus,
     amendment, supplement or document incident to registration or qualification
     of any  Registrable  Shares in reliance upon and in conformity with written
     information furnished to the Company in an instrument duly executed by such
     seller or  underwriter  specifically  for use in the  preparation  thereof;
     provided,  further,  that the  foregoing  indemnity  shall not inure to the
     benefit of any  underwriter,  with respect to any  preliminary  prospectus,
     from whom the person asserting any losses,  claims, damages and liabilities
     and judgments  purchased  Registrable Shares or any person controlling such
     underwriter,  if a copy of the prospectus (as then amended or  supplemented
     if the Company shall have furnished any amendments or supplements  thereto)
     was not sent or given by or on behalf of such  underwriter  to such person,
     if  required  by law so to have  been  delivered,  or  prior  to a  written
     confirmation of the sale of the Registrable  Shares to such person,  and if
     the prospectus (as so amended and supplemented) would have cured the defect
     giving rise to such loss, claim, damage, liability or judgment, unless such
     failure to deliver the  prospectus (as so amended and  supplemented)  was a
     result of noncompliance by the Company with Section 6(f) hereof.

(b)  In  connection  with any  registration  of  Registrable  Shares  under  the
     Securities  Act  pursuant to this  Agreement,  each  seller of  Registrable
     Shares  shall  indemnify  and hold  harmless (in the same manner and to the
     same  extent  as set forth in  subsection  (a)  above)  the  Company,  each
     director of the  Company,  each  officer of the Company who shall sign such
     registration statement, each underwriter,  broker or other person acting on
     behalf of such seller,  each other seller of Registrable  Shares under such
     registration  statement  and each person who controls any of the  foregoing
     persons  within the meaning of the Securities Act and the Exchange Act with
     respect to any statement or omission from such registration statement,  any
     preliminary  prospectus or final prospectus  contained therein or otherwise
     filed with the  Commission,  any amendment or supplement  thereto,  if such
     statement  or omission  was made in reliance  upon and in  conformity  with
     written  information  furnished  to the Company or such  underwriter  in an
     instrument duly executed by such seller or underwriter specifically for use
     in  connection  with  the  preparation  of  such  registration   statement,
     preliminary   prospectus,   final  prospectus,   amendment  or  supplement;
     provided,  however,  that such obligation to indemnify will be several, not
     joint and  several,  among such  sellers  of  Registrable  Shares,  and the
     maximum amount of liability in respect of such indemnification  shall be in
     proportion  to and limited  to, in the case of each  seller of  Registrable
     Shares,  an amount equal to the lesser of (i) such  seller's  proportionate
     share of any such loss, claim, damage,  liability or expense which is equal
     to the proportion that the public offering price of the Registrable  Shares
     sold by such seller under such  registration  statement  bears to the total
     public offering price of all securities sold  thereunder;  and (ii) the net
     proceeds  actually  received by such  seller  from the sale of  Registrable
     Shares effected pursuant to such registration.

(c)  The  indemnification  required  by this  Section  will be made by  periodic
     payments  during the course of the  investigation  or defense,  as and when
     bills are received or expenses  incurred,  subject to prompt  refund in the
     event  any such  payments  are  determined  not to have  been due and owing
     hereunder.

(d)  Promptly  after  receipt  by  an   indemnified   party  of  notice  of  the
     commencement of any action involving a claim referred to in subsections (a)
     or (b) of this Section,  such indemnified party will, if a claim in respect
     thereof is made against an indemnifying  party,  give written notice to the
     latter of the commencement of such action, but the failure so to notify the
     indemnifying  party (i) will not relieve it from liability under subsection
     (a) or (b) of this  Section  unless and to the extent it did not  otherwise
     learn of such  action and such  failure  results in the  forfeiture  by the
     indemnifying party of substantial  rights and defenses;  and (ii) will not,
     in any event,  relieve the  indemnifying  party from any obligations to any
     indemnified party other than the indemnification obligation provided for in
     such  paragraph  (a) or (b). In case any such action is brought  against an
     indemnified  party, the indemnifying  party will be entitled to participate
     in and to assume the defense thereof,  jointly with any other  indemnifying
     party  similarly  notified  to the extent  that it may wish,  with  counsel
     reasonably  satisfactory to such  indemnified  party, and after notice from
     the  indemnifying  party to such  indemnified  party of its  election so to
     assume the defense thereof, the indemnifying party shall not be responsible
     for any legal or other expenses  subsequently  incurred by such indemnified
     party in connection with the defense thereof;  provided,  however,  that if
     any indemnified party shall have reasonably concluded that there may be one
     or more legal or equitable  defenses  available to such  indemnified  party
     which  are   additional  to  or  conflict  with  those   available  to  the
     indemnifying party, or that such claim or litigation involves or could have
     an effect upon matters beyond the scope of the indemnity agreement provided
     in this Section,  the indemnifying party shall not have the right to assume
     the defense of such action on behalf of such  indemnified  party,  and such
     indemnifying  party shall reimburse such  indemnified  party and any person
     controlling  such  indemnified  party  for  that  portion  of the  fees and
     expenses  of  any  counsel  retained  by the  indemnified  party  which  is
     reasonably  related  to the  matters  covered  by the  indemnity  agreement
     provided in this Section.

(e)  The  indemnification  provided for under this Agreement will remain in full
     force and effect  regardless of any  investigation  made by or on behalf of
     the  indemnified  party or any officer,  director or controlling  person of
     such  indemnified  party and will survive the  transfer of the  Registrable
     Shares by the relevant Stockholder.

(f)  If the  indemnification  provided for in this Section is held by a court of
     competent  jurisdiction  to be  unavailable  to an  indemnified  party with
     respect to any loss, claim, damage, liability or action referred to herein,
     then the indemnifying party, in lieu of indemnifying such indemnified party
     hereunder,  shall  contribute  to the  amounts  paid  or  payable  by  such
     indemnified  party as a result of such loss,  claim,  damage,  liability or
     action in such  proportion as is  appropriate to reflect the relative fault
     of the indemnifying  party, on the one hand, and of the indemnified  party,
     on the other hand, in  connection  with the  statements  or omissions  that
     resulted  in such loss,  claim,  damage or  liability  as well as any other
     relevant equitable  considerations.  The relative fault of the indemnifying
     party and of the  indemnified  party shall be  determined  by reference to,
     among other  things,  whether the untrue or alleged  untrue  statement of a
     material fact or the omission or alleged  omission to state a material fact
     relates  to  information  supplied  by  the  indemnifying  party  or by the
     indemnified  party and the parties' relative intent,  knowledge,  access to
     information  and  opportunity  to  correct  or prevent  such  statement  or
     omission.  The Company and the sellers of Registrable  Shares agree that it
     would  not  be  just  and  equitable  if  contributions  pursuant  to  this
     subsection were determined by pro rata allocation or by any other method of
     allocation  which did not take into  account the  equitable  considerations
     referred to herein. The amount paid or payable to an indemnified party as a
     result of the losses, claims, damages,  liabilities or expenses referred to
     above shall be deemed to include,  subject to the  limitation  set forth in
     subsection  (d) of this  Section,  any legal or other  expenses  reasonably
     incurred  in  connection   with   investigating   or  defending  the  same.
     Notwithstanding the foregoing,  in no event shall the amount contributed by
     a seller of  Registrable  Shares  exceed  the  lesser of (i) such  seller's
     proportionate share of any such loss, claim,  damage,  liability or expense
     which is equal to the  proportion  that the  public  offering  price of the
     Registrable  Shares sold by such seller under such  registration  statement
     bears to the total public offering price of all securities sold thereunder;
     and (ii) the aggregate net proceeds  actually  received by such seller from
     the sale of Registrable Shares effected pursuant to such registration.

                                   Section 8

                             Underwriting Agreement

         Notwithstanding  the  provisions  of  Sections  5, 6 and 7 hereof,  the
Company  and  the  Stockholders   selling   Registrable  Shares  in  a  proposed
registration shall enter into an underwriting or similar  agreement,  and to the
extent  that such  agreement  contains  provisions  covering  one or more issues
addressed in such Sections, the provisions contained in such Sections addressing
such issue or issues shall be superseded  with respect to such  registration  by
such other agreement.

                                   Section 9

                              Information by Holder

         Each Stockholder selling Registrable Shares in a proposed  registration
shall furnish to the Company such written information  regarding such holder and
the  distribution  proposed by such  Stockholder  as the Company may  reasonably
request in writing and as shall be reasonably  required in  connection  with any
registration, qualification or compliance referred to in this Agreement.

                                   Section 10

                             Exchange Act Compliance

         The Company shall comply with all of the reporting  requirements of the
Exchange Act and with all other public information reporting requirements of the
Commission  which are conditions to the availability of Rule 144 for the sale of
the Registrable  Shares.  The Company shall  cooperate with each  Stockholder in
supplying such  information as may be necessary for such Stockholder to complete
and file any information  reporting forms presently or hereafter required by the
Commission as a condition to the availability of Rule 144.

                                   Section 11

                              Rule 144 Requirements

         With a view to making  available  to the  Stockholders  the benefits of
Rule 144, the Company agrees to use its best efforts to

(a)  make and keep current public information available, as those terms are
     understood and defined in Rule 144(c)(1);

(b)  file with the Commission in a timely manner all reports and other documents
     required of the Company under the Securities Act and the Exchange Act; and

(c)  furnish  to any  holder  of  Registrable  Shares  upon  request  a  written
     statement  by  the  Company  as  to  its  compliance   with  the  reporting
     requirements  of Rule  144(c)(1) and of the Securities Act and the Exchange
     Act, a copy of the most recent  annual or  quarterly  report of the Company
     filed under Section 13 or 15(d) of the Exchange Act, and such other reports
     and documents of the Company as such holder may reasonably request to avail
     itself of any similar rule or regulation of the  Commission  allowing it to
     sell any such securities without registration.

                                   Section 12

                             Restriction on Transfer

(a)  The Restricted Shares shall not be transferable  except upon the conditions
     specified  in  this  Section,  which  conditions  are  intended  to  insure
     compliance with the provisions of the Securities Act.

(b)  Each certificate  representing  Restricted  Shares shall (unless  otherwise
     permitted by the  provisions  of paragraph (c) and (d) below) be stamped or
     otherwise imprinted with a legend in substantially the following form:

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE
         STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE  DISPOSED
         OF UNLESS AND UNTIL SUCH SHARES ARE  REGISTERED  UNDER THE ACT AND SUCH
         LAWS OR (1) REGISTRATION  UNDER APPLICABLE STATE SECURITIES LAWS IS NOT
         REQUIRED AND (2) AN OPINION OF COUNSEL  SATISFACTORY  TO THE COMPANY IS
         FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION  UNDER THE ACT
         IS NOT  REQUIRED."  [APPLIES  ONLY  TO  SHARES  HELD  BY  GO2NET  GROUP
         INVESTORS - THESE SHARES ARE SUBJECT TO TRANSFER RESTRICTIONS SET FORTH
         IN THE GO2NET  AGREEMENT,  AND  HOLDERS  OF THE  SHARES ARE  SUBJECT TO
         STANDSTILL PROVISIONS SET FORTH IN THE GO2NET AGREEMENT.]

The foregoing  legend shall be removed from the  certificates  representing  any
Restricted  Shares at the  request  of the  holder  thereof at such time as they
become  registered  and sold under the  Securities  Act or  eligible  for resale
pursuant to Rule 144 under the Securities Act.

(c)  The holder of any Restricted  Shares  agrees,  prior to any Transfer of any
     Restricted  Shares,  to give written notice to the Company of such holder's
     intention to effect such Transfer and to comply in all other  respects with
     the provisions of this Section.  Each such notice shall describe the manner
     and  circumstances of the proposed  Transfer.  Upon request by the Company,
     the  holder  delivering  such  notice  shall  deliver  a  written  opinion,
     addressed to the Company,  of counsel for the holder of Restricted  Shares,
     stating  that in the  opinion of such  counsel  (which  opinion and counsel
     shall be reasonably  satisfactory  to the Company)  such proposed  Transfer
     does not involve a transaction  requiring  registration or qualification of
     such Restricted  Shares under the Securities Act or the securities or "blue
     sky" laws of any state of the  United  States.  Such  holder of  Restricted
     Shares shall be entitled to Transfer such  Restricted  Shares in accordance
     with the terms of the notice  delivered to the Company,  unless the Company
     reasonably  objects to such Transfer.  Each certificate or other instrument
     evidencing the securities issued upon the Transfer of any Restricted Shares
     (and each  certificate or other  instrument  evidencing  any  untransferred
     balance  of such  Restricted  Shares)  shall  bear the  legend set forth in
     paragraph (b) above unless the Company shall reasonably  determine that (i)
     registration  of any future  transfer  is not  required  by the  applicable
     provisions of the Securities Act and the  restrictions  referred to in such
     legend do not apply to the  transferee of such  Restricted  Securities;  or
     (ii) the Company shall have waived the requirement of such legends.

(d)  Notwithstanding the foregoing  provisions of this Section, the restrictions
     imposed by this Section upon the  transferability  of any Restricted Shares
     shall cease and terminate when (i) any such  Restricted  Shares are sold or
     otherwise disposed of (A) pursuant to an effective  registration  statement
     under the Securities Act or (B) in a transaction  contemplated by paragraph
     (c) above which does not require that the Restricted  Shares so transferred
     bear the legend set forth in  paragraph  (b)  hereof;  or (ii) the  Company
     shall be reasonably  satisfied that the  requirements  for transfer of such
     Restricted  Shares  under  Rule 144  under  the  Securities  Act have  been
     satisfied  (subject  to the  delivery  of  opinions  as set  forth  above).
     Whenever the  restrictions  imposed by this Section  shall  terminate,  the
     holder  of  any  Restricted  Shares  as to  which  such  restrictions  have
     terminated shall be entitled to receive from the Company,  without expense,
     a new certificate not bearing the restrictive legend set forth in paragraph
     (b)  above  and not  containing  any other  reference  to the  restrictions
     imposed by this Section.

                                   Section 13

                             Successors and Assigns

         This  Agreement  shall bind and inure to the benefit of the Company and
the Stockholders and, subject to Section 14 hereof, their respective  successors
and assigns.

                                   Section 14

                                   Assignment

         A  Stockholder  may  assign its rights  hereunder  with  respect to any
Registrable Shares to any Person that acquires such Registrable Shares from such
Stockholder;  provided,  however,  that such Person shall, as a condition to the
effectiveness of such  assignment,  be required to execute a counterpart to this
Agreement whereupon such Person shall have the benefits of, and shall be subject
to  the  restrictions   contained  in,  this  Agreement  with  respect  to  such
Registrable Shares.

                                   Section 15

                                Entire Agreement

         This  Agreement  contains the entire  agreement  among the parties with
respect to the subject matter hereof and supersedes  all prior  arrangements  or
understandings with respect hereto. In particular, this Agreement supersedes the
letter of intent,  dated March 27, 2000,  between the Company and Deutsche  Bank
Americas Holding  Corporation,  with respect to the subject matter hereof, among
other matters.

                                   Section 16

                                     Notices

         All notices,  requests,  consents and other communications hereunder to
any party shall be deemed to be sufficient if contained in a written  instrument
and shall be  deemed  to have been duly  given  when  delivered  in  person,  by
telecopy,  by  nationally-recognized   overnight  courier,  or  by  first  class
registered or certified mail,  postage  prepaid,  addressed to such party at the
address set forth below or such other  address as may hereafter be designated in
writing by the addressee to the addressor:

                           (a)      if to the Company:

                                       National Discount Brokers Group, Inc.
                                       10 Exchange Place Centre
                                       Jersey City, NJ 07302
                                       Attention: General Counsel
                                       Telephone: (201) 946-4482
                                       Fax: (201) 946-4510
                                       E-mail: flawatsch@ndbgroup.com

                           with a copy to:

                                       Morgan, Lewis & Bockius LLP
                                       101 Park Avenue
                                       New York, New York 10178-0060
                                       Attention: David G. Nichols, Jr., Esq.
                                       Telephone: (212) 309-6145
                                       Fax: (212) 309-6273
                                       E-mail: dgnichols@mlb.com

                           and to:

                                       Gibbons, Del Deo, Dolan, Griffinger &
                                       Vecchione
                                       One Riverfront Plaza
                                       Newark, New Jersey 07102
                                       Fax: (973) 596-0545
                                       Telephone: (973) 596-4549
                                       Attention: James B. Keenan, Esq.

                           (b)      if to the Investors:

                                    to the address set forth for such Investor
                                    on Schedule I, with copies to:

                                    (i)     for the DB Group Investors:

                                            Cleary, Gottlieb, Steen & Hamilton
                                            One Liberty Plaza
                                            New York, New York 10006
                                            Attention: Janet L. Fisher, Esq.
                                            Tel: (212) 225-2472
                                            Fax: (212) 225-3999
                                            E-mail: jfisher@cgsh.com

                                    (ii)    for the Go2Net Group Investors:

                                            Hutchins, Wheeler & Dittmar
                                            A Professional Corporation
                                            101 Federal Street
                                            Boston, MA 02110
                                            Fax: (617) 951-1295
                                            Telephone: (617) 951-6600
                                            Attention: Francis J. Feeney,
                                                       Jr., Esq.

                                            Cooley, Godward LLP
                                            5200 Carillon Point
                                            Kirkland, WA 98033
                                            Fax:  (425) 893-7777
                                            Attention:  Christopher Wright, Esq.

                           and to:

                                    (iii)   for the IAT Investors:

                                            Peter Kellogg
                                            c/o Spear, Leeds & Kellogg
                                            120 Broadway
                                            New York, NY 10271

All such notices, requests, consents and other communications shall be deemed to
have  been  delivered  (i) in the  case of  personal  delivery  or  delivery  by
telecopy,   on  the   date  of   such   delivery;   (ii)   in  the   case  of  a
nationally-recognized  overnight courier, on the next Business Day; and (iii) in
the case of mailing, on the fifth Business Day following such mailing if sent by
certified mail, return receipt requested.

                                   Section 17

                            Modifications; Amendments

         The terms and  provisions  of this  Agreement  may not be  modified  or
amended,  except  pursuant  to  writing  signed  by the  Company  and all of the
Stockholders.

                                   Section 18

                                  Counterparts

         This Agreement may be executed in any number of counterparts,  and each
such counterpart  hereof shall be deemed to be an original  instrument,  but all
such counterparts together shall constitute but one agreement.

                                   Section 19

                                    Headings

         The  headings  of the  various  sections  of this  Agreement  have been
inserted for  convenience of reference only and shall not be deemed to be a part
of this Agreement.

                                   Section 20

                                  Severability

         It is the desire  and  intent of the  parties  that the  provisions  of
Agreement be enforced to the fullest extent permissible under the law and public
policies  applied  in  each   jurisdiction  in  which   enforcement  is  sought.
Accordingly,   if  any  provision  of  this  Agreement  would  be  held  in  any
jurisdiction to be invalid,  prohibited or  unenforceable  for any reason,  such
provision, as to such jurisdiction,  shall be ineffective,  without invalidating
the  remaining  provisions  of this  Agreement  or  affecting  the  validity  or
enforceability of such provision in any other jurisdiction.  Notwithstanding the
foregoing,  if such  provision  could  be more  narrowly  drawn  so as not to be
invalid, prohibited or unenforceable in such jurisdiction,  it shall, as to such
jurisdiction,   be  so  narrowly  drawn,   without  invalidating  the  remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

                                   Section 21

                    Governing Law; Submission to Jurisdiction

         The  parties  hereby  agree  that this  Agreement,  and the  respective
rights,  duties and obligations of the parties  hereunder,  shall be governed by
and  construed  in  accordance  with the laws of the State of New York,  without
giving  effect to  principles  of conflicts of laws  thereunder.  To the fullest
extent  permitted by applicable  law, each of the parties hereby (i) irrevocably
consents and agrees that any legal or  equitable  action or  proceeding  arising
under or in connection with this Agreement  shall be brought  exclusively in the
courts of the United  States of America for the  Southern  District of New York;
and (ii) by execution and delivery of this Agreement, irrevocably submits to and
accepts,  with  respect  to any such  action or  proceeding,  for  itself and in
respect of its  properties  and  assets,  for  purposes of this  Agreement,  the
jurisdiction of the aforesaid  courts,  and irrevocably  waives any objection to
venue in such courts.

                                   Section 22

                 Suspension of Disposition of Registrable Shares

         It shall be a condition  precedent  to the  obligations  of the Company
under Section 6 hereof that each seller of Registrable  Shares shall have agreed
that,  (i) upon  receipt of any notice from the Company of the  happening of any
event of the kind  described in Section 6(h)  hereof,  such selling  Stockholder
will forthwith discontinue  disposition of Registrable Shares until such selling
Stockholder receives copies of a supplemented or amended prospectus contemplated
by Section 6(h) hereof, or until such selling  Stockholder is advised in writing
by the Company  that the use of the  prospectus  may be resumed and has received
copies of any  additional  or  supplemental  filings which are  incorporated  by
reference  in the  prospectus;  and (ii) if so  directed  by the  Company,  such
selling  Stockholder will deliver to the Company (at the expense of the Company)
all copies, other than permanent file copies then in such selling  Stockholder's
possession,  of the prospectus  covering such Registrable  Shares current at the
time of  receipt  of such  notice.  The one  hundred  eighty  (180) day  periods
referred to in Sections  6(a) and 6(c) hereof shall be extended by the number of
days  during  which  a  selling  Stockholder  is  prevented  from  disposing  of
Registrable Shares by virtue of this Section.



<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the date first written above.

                                        NATIONAL DISCOUNT BROKERS GROUP, INC.


                                        By:  /s/ Arthur Kontos
                                        Name:    Arthur Kontos
                                        Title:   President and CEO


                                        DB U.S. FINANCIAL MARKETS HOLDING
                                        CORPORATION


                                        By:  /s/ John A. Ross
                                        Name:    John A. Ross
                                        Title:   President and Chief Executive
                                                 Officer


                                        By:  /s/ Douglas R. Barnard
                                        Name:    Douglas R. Barnard
                                        Title:   Vice President and Chief
                                                 Financial Officer


                                        GO2NET, INC.


                                        By:  /s/ Michael J. Riccio, Jr.
                                        Name:    Michael J. Riccio, Jr.
                                        Title:   Chief Operating Officer


                                        VULCAN VENTURES INCORPORATED


                                        By:  /s/ William D. Savoy
                                        Name:    William D. Savoy
                                        Title:   President


                                        IAT REINSURANCE SYNDICATE, LTD.


                                        By:  /s/ Peter R. Kellogg
                                        Name:    Peter R. Kellogg
                                        Title:   President




<PAGE>


FOR IMMEDIATE RELEASE                                              EXHIBIT 99(a)

Contact: Rich Tauberman
                  Media Contact - National Discount Brokers Group, Inc.
                  The MWW Group
                  (201) 507-9500 rtauberman@mww.com

                  Rafael H. Yaghoutiel
                  Vice President, Investor Relations
                  National Discount Brokers Group, Inc.
                  Tel. (201) 536-6830 ir@ndbgroup.com

                  Frank E. Lawatsch, Jr.
                  Executive Vice President and General Counsel
                  National Discount Brokers Group, Inc.
                  (201) 946-4482 flawatsch@ndbgroup.com

                  Marc Lingnau
                  Press Office New York
                  Deutsche Bank
                  (212) 469-3993 marc.lingnau@db.com

                  Andrea Hurst
                  Press Office London
                  Deutsche Bank
                  (44) 207 547 1851 andrea.l.hurst@db.com

                  Ronald Weichert
                  Press Office Frankfurt
                  Deutsche Bank
                  49 (69) 910 38664 ronald.weichert@db.com



   Deutsche Bank Closes Purchase of Equity Stake in National Discount Brokers


 Alliance Will Create Jointly Owned Online Brokerage Initiatives Outside of U.S.
       and Will Provide NDB with Access to World Class Research and IPOs


New York and Jersey City, NJ, June 15, 2000 - Deutsche Bank AG (OTC:DTBKY),  the
world's largest  financial  services group, and National Discount Brokers Group,
Inc.  (NYSE:NDB),  a leading Internet  brokerage and financial services company,
announced  today that the companies  have closed the purchase by a Deutsche Bank
subsidiary of a significant equity stake in NDB. This strategic  investment by a
Deutsche Bank subsidiary is the first step in the parties  previously  announced
plans to create a global e-commerce and financial alliance.

Deutsche Bank  purchased 3 million  shares of common  stock,  a pro forma 14.3 %
equity stake in National  Discount Brokers Group, for $45.31 per share resulting
in gross proceeds of $135,930,000 and bringing  Deutsche Bank's total investment
in NDB to 16.0 %.  Under  the  terms of the  agreement,  Deutsche  Bank  will be
permitted to purchase up to a 19.3% stake.  The  remaining  3.3% may be acquired
through open market purchases.

The strategic  alliance  provides NDB with access to Deutsche Bank's U.S. equity
research and initial public offering  capabilities and Deutsche Bank with access
to  NDB's  online  investor  community.  It also  allows  Deutsche  Bank to take
advantage  of  NDB's   technology   platform  with  the  aim  of  delivering  an
international  online brokerage  capability.  Together the companies will create
jointly owned online brokerage capabilities outside of the United States.

About Deutsche Bank
         With  over  Euro  953  billion  in  assets  as of  March  31,  2000 and
         approximately  90,000  employees,  Deutsche  Bank  offers  its  clients
         unparalleled  financial  services  throughout the world. It ranks among
         the leaders in asset management,  capital markets,  corporate  finance,
         custody, cash management and private banking.  Deutsche Bank is divided
         into five major business  units:  Global  Corporates and  Institutions,
         Global Technology and Services,  Asset Management,  Corporates and Real
         Estate and Private and Retail  Banking.  Deutsche Bank provides a fully
         integrated  investment  and  wholesale  banking  service  to  corporate
         clients  from  its  main  centers  in  Frankfurt,   London,  New  York,
         Baltimore,  Tokyo,  Singapore,  Hong  Kong and  Sydney,  as well as its
         regional  offices  around  the globe.  The keys to the  Bank's  success
         remain  constant:  customer  focus,  the spirit of innovation,  a broad
         range of product skills combined with technological power and financial
         strength delivered by highly skilled  professionals.  Deutsche Bank has
         committed  itself  to  expanding  its  e-commerce  offerings  with  the
         global-e  initiative which  coordinates  e-commerce  efforts across all
         business divisions.

About National Discount Brokers Group
Headquartered in Jersey City, New Jersey, National Discount Brokers Group, Inc.,
an S&P Small Cap 600 Index  company,  is the  parent  company  of two  financial
services entities: National Discount Brokers Corporation|ndb.com and NDB Capital
Markets  Corporation,  formerly  Sherwood  Securities  Corp.  National  Discount
Brokers,  which was recently  ranked #1 in the Barron's  Best of Online  Brokers
survey, on February 29, 2000 had 207,900 customer accounts, with assets of $12.2
billion. NDB Capital Markets is a market maker in approximately 4,300 Nasdaq and
other OTC securities as of February 29, 2000.  The Company and its  subsidiaries
have offices in Jersey City, New York, Los Angeles,  Chicago, Denver and Boston.
Customers can access National Discount Brokers  Corporation|ndb.com at , via the
PowerBroker  automated  touch-tone  telephone system  800-631-8884 or by calling
800-4-1-PRICE.

Statements made in this press release constitute forward-looking  statements, as
that term is defined in the Private  Securities  Litigation  Reform Act of 1995.
These statements are subject to risks and uncertainties.  These  forward-looking
statements  generally are  accompanied by words such as "intend",  "anticipate",
"believe",  "estimate",  "expect", "should" or similar expressions. It should be
understood  that these  forward-looking  statements  are  subject to a number of
assumptions, risks and uncertainties,  that could cause actual results to differ
materially  from those expressed or implied in the  forward-looking  statements.
These  uncertainties  and risks include  changes in laws,  rules or regulations,
customer  growth at  NDB.com,  and the ability of  software  and  hardware to be
modified to perform the services  required by the agreement.  Risks also include
unplanned expense  increases,  due among other things to unplanned  expenditures
for software,  hardware and marketing alliances, and other risks as set forth in
the Form 10-Q of National  Discount  Brokers  Group Inc.  for the quarter  ended
February 29, 2000.

The common stock of the Company  anticipated to be offered and sold as described
herein will not be registered  under the  Securities  Act of 1933 and may not be
offered or sold in the United States absent such  registration  or an applicable
exemption from such registration requirements.

This news release shall not constitute an offer to sell or the  solicitation  of
an offer to buy,  nor shall there be any sale of the common stock of the Company
in any jurisdiction in which such offer,  solicitation or sale would be unlawful
prior to registration or  qualification  under  applicable  securities  laws, or
absent the availability of an exemption from such  registration or qualification
requirements.