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):
                                February 5, 2000

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


Delaware                             1-9480                         22-2394480
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(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
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(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  "Company")  entered into a
Securities Purchase Agreement dated February 5, 2000 (the "Purchase  Agreement")
with  Go2Net,  Inc.,  a Delaware  corporation  ("Go2Net"),  and Vulcan  Ventures
Incorporated,  a Washington  corporation ("Vulcan" and together with Go2Net, the
"Purchasers"),  pursuant to which,  in a private  offering,  the  Purchasers (i)
agreed to purchase 500,000 shares of common stock of the Company, par value $.01
per share for $13,500,000,  and (ii) obtained warrants to purchase up to 500,000
additional  shares of common  stock at a  purchase  price of $33 per share for a
period of three years subject to earlier  termination if the market price of the
Common Stock equals or exceeds $33.00 per share for a specified  period of time.
The Company  consummated  this sale on February 5, 2000. An  application to list
the total  1,000,000  shares of common stock on the New York Stock  Exchange was
approved by the NYSE.

     Included in the  Purchase  Agreement is a  standstill  provision  generally
providing  that each  Purchaser  may not,  until the earlier of (i)  February 5,
2003, or (ii) the  termination  or expiration of the  Co-Branding  and Marketing
Agreement  (as defined  below),  acquire  ownership of voting  securities of the
Company  (except for certain  permitted  securities) if the  acquisition of such
securities would result in the Purchasers together beneficially owning more than
10% of the then  outstanding  voting  securities of the Company.  The standstill
provision  also  prohibits  without  approved of the Board of  Directors  of the
Company  the  solicitation  of proxies to vote  securities  of the Company for a
change in the directors or management of the Company and certain other specified
matters;  initiation,  proposal or otherwise solicitation of any stockholder for
approval of any  stockholder  proposal to change the  directors or management of
the Company or in connection with any merger or acquisition of the Company.  The
Purchase Agreement also provides for certain restrictions on the transfer of the
shares  and  warrants  and for a right of first  refusal  to the  Company  until
February 4, 2001.

         As part of the  Purchase  Agreement  the  Company  agreed to  appoint a
representative  of the  Purchasers  to the Board of  Directors  of the  Company.
Go2Net Chairman and Chief  Executive  Officer Russell C. Horowitz was elected as
that representative for the Company's Board of Directors on February 7, 2000.

     Contemporaneously  with its entering into the Purchase  Agreement,  (i) the
Company entered into a Registration  Rights Agreement (the "Registration  Rights
Agreement')dated  as of February 5, 2000 among the Company,  the  Purchasers and
IAT Reinsurance  Syndicate,  Ltd.  ("IAT")  pursuant to which the Company agreed
under  certain  conditions  to  register  for  resale  under  Section  5 of  the
Securities  Act of 1933,  as  amended,  shares  of common  stock of the  Company
purchased by each of Go2Net,  Vulcan and IAT, and (ii) the Company's subsidiary,
National Discount Brokers  Corporation  ("NDB.com"),  entered into a Co-Branding
and Marketing Agreement dated February 5, 2000 with Go2Net (the "Co-Branding and
Marketing Agreement"). The Company's previous registration rights agreement with
IAT was terminated and replaced by the Registration Rights Agreement.


     Pursuant to the Co-Branding and Marketing Agreement, Go2Net will be paid an
annual cash payment by NDB.com during the three-year  term of the agreement,  in
exchange for NDB.com being the exclusive  integrated  brokerage  service for the
Go2Net  Network,  Go2Net's  development  and  license  of the  Silicon  Investor
discussion  boards to NDB.com  and Go2Net  placing  NDB.com  advertising  on its
various internet sites.  The agreement also provides for additional  payments by
NDB.com in the event that  Go2Net  generates  brokerage  account  referrals  for
NDB.com above levels specified in the agreement. The agreement also provides for
earlier termination by either party in certain events.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
<TABLE>
<CAPTION>

         (c)      Exhibits

                       Exhibit No.                  Description

                       <S>                          <C>
                       4(a)                         Registration Rights Agreement among the Company, the Purchasers and IAT
                                                    dated as of February 5, 2000.

                       4(b)                         Common Stock Purchase Warrant of the Company in favor of Go2Net dated
                                                    February 5, 2000.

                       4(c)                         Common Stock Purchase Warrant of the Company in favor of Vulcan dated
                                                    February 5, 2000.

                       99(a)                        Securities Purchase Agreement among the Company and the Purchasers dated
                                                    February 5, 2000 (without schedules and exhibits).

                                                    The  Registrant   agrees  to provide  omitted   schedules and exhibits
                                                    upon request of the Commission.  Omitted schedules and exhibits
                                                    include exceptions to representations and  warranties,  form of opinion
                                                    of  counsel and forms of related agreements.

                       99(b)                        Press Release dated February 7, 2000.

</TABLE>







                                   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:  February 17, 2000         By:
                                   Name:  Arthur Kontos
                                   Title: President and Chief Executive Officer



<PAGE>






Exhibit 4(a)

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                          REGISTRATION RIGHTS AGREEMENT

                             dated February 5, 2000,

                                      among

                      NATIONAL DISCOUNT BROKERS GROUP, INC.

                                     and the

                           STOCKHOLDERS LISTED HEREIN
















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<PAGE>



         REGISTRATION  RIGHTS  AGREEMENT dated February 5, 2000,  among NATIONAL
DISCOUNT BROKERS GROUP,  INC., a Delaware  corporation (the "Company"),  and the
stockholders of the Company listed on Schedule I (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  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"  has the meaning  ascribed to it in Rule 12b-2  promulgated
under the Exchange Act.

         "Commission" means the Securities and Exchange  Commission or any other
Federal agency at the time administering the Securities Act.

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

         "Go2Net" means Go2Net, Inc., a Delaware corporation.

         "Go2Net Group" means Go2Net and Vulcan.

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

         "Go2Net Group  Restricted  Shares" means all Restricted  Shares held by
the Go2Net Group.

         "IAT" means IAT Reinsurance Syndicate, Ltd., a Bermuda corporation.

         "IAT  Investors"  means IAT, any Affiliate of IAT which owns Restricted
Shares and any successor  to, or assignee or  transferee  of, a IAT Investor who
shall  agree in writing to be treated as a IAT  Investor  and to be bound by the
terms and comply with the provisions of this Agreement.

         "IAT  Restricted  Shares"  means  all  Restricted  Shares  held  by IAT
Investors.

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

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

         "Registrable   Shares"   means  at  any  time,   with  respect  to  any
Stockholder,  the Restricted  Shares held by such  Stockholder  which constitute
Common  Stock,  but shall in no event  include any  warrants to purchase  Common
Stock.

         "Restricted Shares" means at any time, with respect to any Stockholder,
the shares of Common Stock, the Warrant Shares, any other securities (except the
Warrants)  which  by  their  terms  are  exercisable  or  exchangeable   for  or
convertible  into Common Stock or other  securities  which are so exercisable or
convertible and any securities  received in respect  thereof,  which are held by
such  Stockholder and which have not previously been sold to the public pursuant
to a registration  statement under the Securities Act or pursuant to Rule 144 or
which are not (or would not be, upon any such exercise,  exchange or conversion)
eligible for sale by the holder  thereof  under Rule 144 or any  successor  rule
thereto or any complementary rule thereto.

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

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

         "Securities Purchase Agreement" means the Securities Purchase Agreement
dated the date hereof among the Company, Go2Net and Vulcan.

         "Stockholders"  means the  Investors  and any  person  or  entity  that
acquires Restricted Shares directly or indirectly from an Investor in accordance
with Section 17.

         "Transfer"  means 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.

         "Vulcan" means Vulcan Ventures Incorporated, a Washington corporation.

         "Warrants"  means  warrants to purchase  Common  Stock  pursuant to the
Securities Purchase Agreement.

         "Warrant  Shares"  means  Common  Stock  to be  issued  by the  Company
pursuant to the Warrants.





         SECTION 2.        Demand Registration.

         (a) Subject to Section 3(b) below, at any time until June 30, 2002, the
Stockholder(s)  holding IAT Restricted  Shares shall be entitled to request once
that the Company effect a  registration  under the Securities Act of Registrable
Shares in accordance with this Section;  provided that such  Stockholder(s) must
request  registration  of at least 50% of the then  outstanding  IAT  Restricted
Shares.

         (b) Subject to paragraph (d) and Section 3(d) below, the Stockholder(s)
holding  Go2Net Group  Restricted  Shares shall be entitled to request once that
the Company effect a registration under the Securities Act of Registrable Shares
in accordance with this Section;  provided that such Stockholder(s) must request
registration  of at least 50% of the then  outstanding  Go2Net Group  Restricted
Shares.  However, no request for registration may be made for one year after the
date hereof unless the Go2Net Group Restricted  Shares may be sold,  transferred
or assigned as provided in Section 9.16 of the  Securities  Purchase  Agreement,
except a Permitted Transfer as defined in the Securities Purchase Agreement.


         (c) 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 Restricted  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 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 such  registration on an appropriate
form,  including  Form  S-3,  if  available,  under  the  Securities  Act of the
Registrable Shares which the Company has been so requested to register.

         (d) 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 file a  registration
         statement  in any case with  respect  to the Go2Net  Restricted  Shares
         where Section 9.16 of the Securities Purchase Agreement would not allow
         the transfer,  sale or assignment of the relevant Common Stock except a
         Permitted  Transfer.  The  Company  shall not be required to register a
         Permitted Transfer.

                  (ii)  The  Company's   obligations   to  file  a  registration
         statement under this Section shall be suspended at any time when (A) it
         has not received a request under paragraph (a) or (b) above, and (B) it
         has filed,  or its 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 obligations shall resume on the earliest to occur
         of (X) the date on which such  registration  statement  is withdrawn by
         the  Company,   or  the  Company's  Board  of  Directors  abandons  its
         determination  to file a registration  statement for the offer and sale
         of Primary  Shares,  (Y) the date which is 90 days after the  effective
         date of such registration statement, and (Z) the date which is 180 days
         after the first filing date of such registration statement;

                  (iii) the Company may delay the filing or effectiveness of any
         registration  statement  pursuant  to this  Section for a period not to
         exceed 90 days after the date of the Company's receipt of a request for
         registration  if the Company's  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 360-day period;

                  (iv)  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,  pro rata based  upon the  number of  Restricted
                  Shares  (based upon Common  Stock  equivalents)  owned by each
                  such Stockholder at the time of such registration;

                           (B)  second, the Primary Shares; and


                           (C)  third, the Other Shares.


         (e) 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  paragraphs  (a) or (b); 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 Stockholder initiating such request shall have reimbursed the Company
for all  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 paragraph (e), the Company will, 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 or  Registrable  Shares if and as required under
Sections 2(a) or 2(b) hereof,  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 to so register the Primary  Shares or Other Shares
or such Registrable  Shares and, upon the written request,  given within 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 if the managing underwriter advises the
Company  that the  inclusion of all  Registrable  Shares or Other Shares or such
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, then the number of Primary Shares,  Registrable
Shares and Other Shares or such  Registrable  Shares  proposed to be included in
such registration shall be included in the following order:

         (a)      first, the Primary Shares;


         (b)      second, the Registrable  Shares held by the Stockholders, pro
rata based upon the number of Restricted Shares (based upon Common Stock
equivalents) specified in their written requests made under this Section 3(a)
above;

         (c)      third, the Other Shares; and


         (d)      fourth, such other Registrable Shares.


         (e)      No  Stockholder  may request that the Company  file a
registration statement  pursuant  to  Section  2 until the date  which is 180
days  after the effective date of any registration statement filed pursuant to
paragraph (a).


         (f)      Any Stockholder  requesting  registration under this Section
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 Stockholder may utilize a registration
statement filed pursuant to this Section to register Go2Net Group Restricted
Shares if the sale,  transfer or assignment of such Shares is subject to the
transfer  restriction  of Section  9.16 of the Securities  Purchase  Agreement,
except  a  Permitted  Transfer.  No  Permitted Transfer may be registered
pursuant to this Section.

         SECTION 4. Expenses.

         The  Company  shall  bear the  expense  of the  registrations  effected
pursuant to Sections 2 and 3, including,  in each case, without limitation,  all
registration and filing fees (including all expenses incident to filing with 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 Sections 2 or 3) 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 Restricted 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 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 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 180 days (as  extended
         pursuant  to Section 22) or until all of such  Registrable  Shares have
         been disposed of (if earlier);

                  (b)  furnish,  at least five  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-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 180 days (as  extended
         pursuant  to Section 22) 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 paragraph (e);

                  (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 paragraph (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 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
         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.  Each Investor 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  may  sell  shares  in such  offering  certificates
         evidencing such Registrable Shares; provided, however, that the Company
         shall have the right to approve  any such  underwriter  which  approval
         shall  not be  unreasonably  withheld  or  delayed;  provided  that the
         Company  specifies  in  writing  the  reason  for any  rejection  of an
         underwriter selected by the holders of the 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 the National Association
         of Securities  Dealers,  Inc. (the "NASD") or such national  securities
         exchange as the holders of a majority of such Registrable  Shares shall
         request;

                  (o) otherwise 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 12 months  beginning within three months after the
         effective date of the 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.

         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, 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 any  document  incident  to  registration  or  qualification  of any
Registrable  Shares,  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.

         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 the preceding paragraph of this Section) 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 person who controls any of the foregoing persons within the meaning
of the  Securities  Act and each other seller of  Registrable  Shares under such
registration  statement  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  or any  document  incident  to  registration  or  qualification  of any
Registrable  Shares, 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,  supplement or
document;  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 or (ii) the net proceeds  actually  received by such
seller  from  the  sale  of  Registrable   Shares  effected   pursuant  to  such
registration.

         The indemnification required by this Section 7 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.

         Promptly  after  receipt  by an  indemnified  party  of  notice  of the
commencement  of any  action  involving  a claim  referred  to in the  preceding
paragraphs 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.  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.

         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.

         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 in connection with the statements
or omissions which 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  paragraph  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 the fourth paragraph of this Section 7, 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 or (ii) the aggregate
net proceeds received by such seller from the sale of its Registrable Shares.

         SECTION 8.        Underwriting Agreement.
         Notwithstanding  the  provisions  of Sections 5, 6 and 7, to the extent
that the Company and the Stockholders  selling  Registrable Shares in a proposed
registration  shall  enter  into an  underwriting  or similar  agreement,  which
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.   Notwithstanding  the  foregoing,   the  Stockholders  will  execute
underwriting    agreements   when   requested   by   the   Company,    including
indemnifications   consistent  with  prevalent   commercial   practices  in  the
securities  industry,  which  indemnifications  shall  supersede  those provided
above.

         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 Common Stock. 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  promulgated  under the Securities Act and any other rule or regulation
of the Commission that may at any time permit a Stockholder to sell  Registrable
Shares to the public  without  registration,  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 SECURITIES
                  PURCHASE  AGREEMENT,  AND HOLDERS OF THE SHARES ARE SUBJECT TO
                  STANDSTILL  PROVISIONS  SET FORTH IN THE  SECURITIES  PURCHASE
                  AGREEMENT.]

The foregoing  legend shall be removed from the  certificates  representing  any
Registrable  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 by acceptance  thereof 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,  if the Company  does not  reasonably  object to such
Transfer  and request such opinion  within  fifteen days after  delivery of such
notice,  or, if it requests such  opinion,  does not  reasonably  object to such
Transfer within fifteen days after delivery of such opinion. 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 Registered Shares) shall bear the legend set forth
in  paragraph  (b) above  unless (i) in such opinion of counsel to the holder of
Restricted  Shares (which opinion and counsel shall be reasonably  acceptable 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 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 holder of such Restricted Shares
has met the requirements  for Transfer of such Restricted  Shares under Rule 144
under the  Securities  Act  (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, their  respective  successors and
assigns.

         SECTION 14.       Assignment.

         A  Stockholder  may  assign  its  rights  hereunder  to any  persons or
entities  that  acquire  Restricted  Shares  from  such  Stockholder;  provided,
however,  that such person or entity shall, as a condition to the  effectiveness
of such  assignment,  be required  to execute a  counterpart  to this  Agreement
whereupon such person or entity shall have the benefits of, and shall be subject
to the restrictions contained in, this Agreement with respect to such Restricted
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. Any prior registration rights agreement with
IAT Reinsurance Syndicate, Ltd. is hereby terminated, without any liability.

         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:

                  (i)      if to the Company:

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

                  with a copy 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.

                  (ii)     if to the Investors:

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

                           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.

All such notices, requests, consents and other communications shall be deemed to
have  been  delivered  (a) in the  case of  personal  delivery  or  delivery  by
telecopy,   on  the   date   of   such   delivery,   (b)  in  the   case   of  a
nationally-recognized overnight courier, on the next business day and (c) 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: Waivers.

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

         This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Delaware, without giving effect to principles governing
conflicts of laws.  The Company and the  Investors  submit to, and agree to take
all further steps necessary to submit to, the  jurisdiction of the United States
District Court of Delaware, and irrevocably waive any objection to venue in such
court in the event liability is alleged and/or any action, suit or proceeding is
commenced under this Agreement.

         SECTION 22.       Suspension of Disposition of Registrable Shares.

         It shall be a condition  precedent  to the  obligations  of the Company
under Section 6 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  paragraph  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  paragraph  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 180-day  periods  referred to in paragraphs
6(a) and 6(c) of this  Agreement  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 25.



<PAGE>




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

                                          NATIONAL DISCOUNT BROKERS GROUP, INC.

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

                                          GO2NET, INC.


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

                                          VULCAN VENTURES INCORPORATED


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

                                          IAT REINSURANCE SYNDICATE, LTD.


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


<PAGE>
<TABLE>
<CAPTION>


                                   Schedule I

Investors                                                                               Shares of
                                                                                      Common Stock

<S>                                                                                      <C>
Go2Net, Inc.                                                                             260,000
999 Third Avenue
Seattle, WA 98104
Fax: (206) 447-1625
Phone: (206) 447-1595
Attention:  General Counsel

Vulcan Ventures Incorporated                                                             740,000
110 110th Avenue, N.E., Suite 550
Bellevue, WA 98004
Fax: (425) 453-1540
Attention:  Diane Daggatt

IAT Reinsurance Syndicate, Ltd.                                                          1,500,000


</TABLE>


<PAGE>





31

Exhibit 4(b)
                          COMMON STOCK PURCHASE WARRANT

THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED  (THE  "ACT"),  OR ANY STATE  SECURITIES  LAWS,  AND NO SALE OR TRANSFER
HEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION
OF COUNSEL FOR THE HOLDER,  SATISFACTORY TO THE COMPANY,  THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS.  THIS
WARRANT  IS  SUBJECT  TO THE  STANDSTILL  PROVISION  SET  FORTH IN THAT  CERTAIN
SECURITIES PURCHASE AGREEMENT DATED FEBRUARY 5, 2000 AMONG THE COMPANY,  GO2NET,
INC. AND VULCAN VENTURES INCORPORATED,  A COPY OF WHICH MAY BE OBTAINED FROM THE
SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICES (THE "AGREEMENT").

No. W-G1   Right to Purchase 130,000 Shares of Common Stock of National Discount
Brokers Group, Inc.


                          Common Stock Purchase Warrant

NATIONAL DISCOUNT BROKERS GROUP,  INC., a Delaware  corporation (the "Company"),
hereby certifies that, for value received, GO2NET, INC., or registered permitted
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company at any time or from time to time before 5:00 P.M.,  New York,  New York,
time, on February 5, 2003, ONE HUNDRED THIRTY THOUSAND  (130,000) fully paid and
nonassessable  shares of common stock,  par value $.01 per share, of the Company
(the "Warrant Shares"),  at an exercise price per share of $33.00 (such Exercise
Price per share as adjusted from time to time as herein  provided is referred to
herein as the  "Exercise  Price").  The number and  character  of such shares of
Common  Stock and the  Exercise  Price are  subject to  adjustment  as  provided
herein.

         This Warrant is issued  pursuant to the  Agreement.  The holder of this
Warrant  shall be  entitled  to all of the  benefits  of the  Agreement  and the
Registration Rights Agreement,  as provided therein,  respectively.  Capitalized
terms not otherwise  defined herein shall have the meanings  ascribed thereto in
the Agreement.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

                  (a) The term  "Company"  shall  include  the  Company  and any
corporation  which  shall  succeed  or assume  the  obligations  of the  Company
hereunder.

                  (b) The term  "Common  Stock"  includes the  Company's  Common
Stock,  $.01 par value per share, as authorized on the date of the Agreement and
any other  securities  into which or for which any of such  Common  Stock may be
converted or exchanged pursuant to a plan of  recapitalization,  reorganization,
merger, sale of assets or otherwise.

         1.       Exercise of Warrant.


                  1.1. Full  Exercise.  Subject to the provisions of Section 1.6
hereof, this Warrant may be exercised at any time in full in the sole discretion
of the holder hereof by surrender of this Warrant, with the form of subscription
at the end hereof duly executed by such holder,  to the Company at its principal
office,  accompanied by payment,  in cash or by certified or official bank check
payable to the order of the Company or by wire transfer in immediately available
funds,  in the amount  obtained  by  multiplying  the number of shares of Common
Stock for which this Warrant is then  exercisable  by the Exercise Price then in
effect.

                  1.2.  Partial  Exercise.  Subject to the provisions of Section
1.6 hereof,  this Warrant may be exercised at any time in the sole discretion of
the holder  hereof in part by surrender of this Warrant in the manner and at the
place  provided in Section  1.1 except that the amount  payable by the holder on
such partial exercise shall be the amount obtained by multiplying (a) the number
of shares of Common Stock  designated by the holder in the  subscription  at the
end hereof by (b) the Exercise Price then in effect;  provided that any exercise
of this  Warrant in part shall be for the lesser of (i) 50,000  shares of Common
Stock,  or (ii) the  remaining  amount of shares  of Common  Stock  which may be
exercised  hereunder.  On any such  partial  exercise the Company at its expense
will forthwith issue and deliver to or upon the order of the holder hereof a new
Warrant or Warrants of like tenor,  in the name of the holder  hereof or as such
holder  (upon  payment  by such  holder of any  applicable  transfer  taxes) may
request, calling in the aggregate on the face or faces thereof for the number of
shares  of  Common  Stock  for  which  such  Warrant  or  Warrants  may still be
exercised.

                  1.3  Termination.  Subject to the  provisions  of Section  1.6
hereof, unless sooner terminated,  this Warrant shall expire ten (10) days after
the Company  shall notify the holder hereof in writing that the Market Price (as
hereinafter  defined) per share of Common  Stock has equaled or exceeded  $33.00
(as adjusted for any of the changes set forth in, and consistent with, Section 5
hereof) for eighteen (18) of twenty-one (21)  consecutive  trading days prior to
the date of said notice,  where  trading days means any day during which (i) the
principal  securities  exchange on which the Common  Stock is listed is open for
trading,  or (ii) if the Common Stock is not so listed, a day when the principal
securities market where the Common Stock is traded is open for trading; provided
however, that if the exercise of this Warrant will require any filings under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")
then the  termination  of this  Warrant  pursuant  to this  Section 1.3 shall be
tolled until all such filings shall have been made by the parties required to do
so and any  waiting  period  (and  any  extension  thereof)  under  the HSR Act,
applicable  to the  exercise of this  Warrant,  shall have expired or shall have
terminated and neither the Company nor the holder hereof shall be subject to any
injunction or temporary  restraining order against any exercise of this Warrant.
The  holder  hereof  covenants  and  agrees to  promptly  file all such  filings
required  under the HSR Act within ten (10) days after  receiving  the foregoing
notice from the Company.

         As used herein,  the phrase  "Market Price" at any date shall be deemed
to be the last  reported  sale price,  or, in case no such  reported  sale takes
place on such day,  the  average of the last  reported  sale prices for the last
three (3) trading days,  in either case as officially  reported by the principal
securities  exchange on which the Common Stock is listed or admitted to trading,
or, if the Common  Stock is not listed or  admitted  to trading on any  national
securities exchange,  the average closing bid price as furnished by the National
Association of Securities Dealers,  Inc. ("NASD") through Nasdaq SmallCap Market
("NSM") or similar  organization if NSM is no longer reporting such information,
or if the Common  Stock is not  quoted on NSM,  as  determined  in good faith by
resolution  of  the  Board  of  Directors  of the  Company,  based  on the  best
information available to it.

         1.4. Standstill  Agreement The shares of Common Stock acquired pursuant
to this Warrant are subject to (i) the Standstill  Agreement provision set forth
in  Article  VII  of  the   Agreement,   and  (ii)  the   provisions   regarding
transferability  set  forth in  Section  9.17 of the  Agreement,  as  fully  and
completely as if set forth herein at length.

         1.5  Company  Acknowledgment.  The  Company  will,  at the  time of the
exercise of this Warrant, upon the request of the holder hereof,  acknowledge in
writing its  continuing  obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the  provisions  of this  Warrant.  If the  holder  shall  fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.

         1.6 Compliance with HSR Act. Prior to any exercise of this Warrant, all
required  filings under the HSR Act shall have been made by the parties required
to do so and any waiting  period (and any extension  thereof) under the HSR Act,
applicable  to the  exercise of this  Warrant,  shall have expired or shall have
terminated and neither the Company nor the holder hereof shall be subject to any
injunction or temporary restraining order against any exercise of this Warrant.

         1.7 Right of First Refusal.  If a holder proposes to sell,  transfer or
assign any of its shares of Common Stock acquired  pursuant to this Warrant (the
"Warrant  Shares")  on or  before  February  5, 2001  then  prior to such  sale,
transfer or  assignment,  the holder shall give written notice to the Company of
such  transfer,  sale or  assignment  for  purposes of offering  the Company the
opportunity  to purchase such Warrant Shares on the same terms and conditions as
set forth in such offer to purchase (the "Notice"). The Notice shall describe in
reasonable  detail the proposed  transfer  including:  (i) the number of Warrant
Shares to be  transferred,  (ii) the nature of such transfer,  and (iii) if such
transfer is to be done by a private  placement then the name and address of each
prospective  purchaser or transferee  and the  consideration  to be paid for the
Warrant  Shares.  If the holder desires to sell any of the Warrant Shares to the
public pursuant to a registration statement filed with and declared effective by
the Commission under the Securities Act of 1933, as amended, then the applicable
price per share shall be the closing  price of the Common  Stock on the New York
Stock  Exchange  on the date of the  Notice.  In the event  that  within one (1)
business day  following  its receipt of the Notice,  the Company does not notify
the holder in writing of its desire to purchase  all,  but not less than all, of
such Warrant Shares on the same terms and conditions as set forth in the Notice,
then the  holder may sell the  Warrant  Shares.  The  Company  shall  effect the
purchase of the Warrant Shares,  including  payment of the purchase  price,  not
more than one (1) business  day after  delivery of its notice to the holder that
it intends to purchase  the Warrant  Shares,  and at such time the holder  shall
deliver to the Company the certificate(s)  representing the Warrant Shares to be
purchased by the Company, each certificate to be properly endorsed for transfer.
The Warrant  Shares so  purchased  shall  thereupon  be canceled and cease to be
issued and outstanding  shares of Common Stock.  Notwithstanding  the foregoing,
the right of first  refusal of the Company  set forth in this  Section 1.7 shall
not apply to any  Permitted  Transfer.  Terms used in this  Section  1.7 and not
otherwise  defined herein shall have the meanings  assigned to such terms in the
Agreement.

         2.       Delivery of Stock Certificates, etc. on Exercise.


     As soon as  practicable  after the  exercise of this  Warrant in full or in
part,  and in any event  within  ten (10) days  thereafter,  the  Company at its
expense  (including the payment by it of any applicable  issue taxes) will cause
to be issued  in the name of and  delivered  to the  holder  hereof,  or as such
holder (upon  payment by such holder of any  applicable  transfer  taxes and, if
requested  by the  Company,  demonstration  by such  holder of  compliance  with
applicable  securities  laws) may direct,  a certificate or certificates for the
number of fully  paid and  nonassessable  shares of Common  Stock to which  such
holder shall be entitled on such exercise, plus, in lieu of any fractional share
to which such holder would  otherwise be entitled,  cash equal to such  fraction
multiplied by the then current market value of one full share, together with any
other stock or other securities and property  (including cash, where applicable)
to which such holder is  entitled  upon such  exercise  pursuant to Section 1 or
otherwise.

         3.       Adjustment for Dividends in Other Stock, Property, etc.;
                  Reclassification, etc.

     In case at any time or from time to time, the holders of Common Stock shall
have received,  or (on or after the record date fixed for the  determination  of
shareholders eligible to receive) shall have become entitled to receive, without
payment therefor,

                  (a)      other or additional stock or other securities or
property (other than cash) by way of dividend, or

                  (b)      any cash (excluding cash dividends payable solely out
of earnings or earned surplus of the Company), or

                  (c) other or additional  stock or other securities or property
(including   cash)   by   way   of   spin-off,    split-up,    reclassification,
recapitalization,  combination  of shares or  similar  corporate  rearrangement,
other than additional  shares of Common Stock issued as a stock dividend or in a
stock-split  (adjustments  in respect of which are  provided  for in Section 5),
then and in each such case the holder of this Warrant, on the exercise hereof as
provided in Section 1, without  duplicating any of the  adjustments  required by
Section 5 hereof,  shall be  entitled  to receive  the amount of stock and other
securities and property  (including cash in the cases referred to in clauses (b)
and (c) of this  Section  3) which  such  holder  would hold on the date of such
exercise  if on the date  hereof the holder had been the holder of record of the
number of shares of Common  Stock called for on the face of this Warrant and had
thereafter,  during the period from the date hereof to and including the date of
such exercise,  retained such shares and all such other or additional  stock and
other  securities  and  property  (including  cash in the cases  referred  to in
clauses (b) and (c) of this  Section 3)  receivable  by the holder as  aforesaid
during such  period,  giving  effect to all  adjustments  called for during such
period by Sections 4 and 5.

         4.       Adjustment for Reorganization, Consolidation, Merger, etc.

         4.1.  Reorganization.  In case at any time or from  time to  time,  the
Company shall (a) effect a  reorganization,  (b) consolidate  with or merge into
any other person,  or (c) transfer all or substantially all of its properties or
assets  to any other  person  under any plan or  arrangement  contemplating  the
dissolution of the Company, then, in each such case, the holder of this Warrant,
on the  exercise  hereof  as  provided  in  Section  1 at  any  time  after  the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution  as the case  may be,  shall  receive,  in lieu of the
Common  Stock  issuable  on such  exercise  prior to such  consummation  or such
effective date, the stock and other securities and property  (including cash) to
which  such  holder  would  have  been  entitled  upon such  consummation  or in
connection  with such  dissolution,  as the case may be, if such  holder  had so
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment thereafter as provided in Sections 3 and 5.

         4.2.  Dissolution.  In the  event  of any  dissolution  of the  Company
following the transfer of all or substantially  all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property  (including cash, where
applicable) receivable by the holders of the Warrant after the effective date of
such  dissolution  pursuant to this Section 4 to a bank or trust company  having
its principal office in New York, New York, as trustee for the holder or holders
of the Warrant.

         4.3  Continuation  of Terms.  Upon any  reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 4, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly assumed the terms of this Warrant.

         5. Adjustment for Changes in Shares

     In the event that the Company shall (i) issue  additional  shares of Common
Stock as a dividend or other  distribution  on  outstanding  Common Stock,  (ii)
subdivide  its  outstanding  shares  of  Common  Stock,  or  (iii)  combine  its
outstanding  shares of the Common  Stock into a smaller  number of shares of the
Common Stock, then, in each such event, the Exercise Price shall, simultaneously
with the happening of such event,  be adjusted by multiplying  the then Exercise
Price by a  fraction,  the  numerator  of which shall be the number of shares of
Common Stock outstanding  immediately prior to such event and the denominator of
which  shall be the  number of shares of Common  Stock  outstanding  immediately
after such event,  and the product so obtained shall  thereafter be the Exercise
Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in
the same manner upon the happening of any successive  event or events  described
herein in this Section 5. The holder of this Warrant  shall  thereafter,  on the
exercise  hereof as provided in Section 1, be entitled to receive that number of
shares of Common Stock  determined by multiplying the number of shares of Common
Stock  which  would  otherwise  (but for the  provisions  of this  Section 5) be
issuable  on such  exercise  by a  fraction  of which (i) the  numerator  is the
Exercise Price which would  otherwise (but for the provisions of this Section 5)
be in effect,  and (ii) the  denominator  is the Exercise Price in effect on the
date of such exercise.


         6. No Dilution or Impairment.

     The  Company  will  not,  by  amendment  of  its  Restated  Certificate  of
Incorporation,  as amended, or through any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary  action,  increase the par value of any shares of stock  receivable on
the exercise of this Warrant above the amount payable therefor on such exercise.
The  Company  will (a)  provided  that this  Warrant may at the time of exercise
still be exercised for stock and not other property or cash,  will take all such
reasonable  action as may be necessary or  appropriate in order that the Company
may validly and legally  issue fully paid and  nonassessable  shares of stock on
the exercise of this Warrant from time to time  outstanding,  and (b) notify the
holder of this  Warrant no later than twenty (20) days prior to the  transfer of
all or  substantially  all of its  properties  and  assets to any  other  person
(corporate or otherwise) or consolidation  with or merger with or into any other
person, whether or not the Company is the surviving corporation.


         7.  Accountants'  Certificate  as to  Adjustments.

     In each case of any  adjustment  or  readjustment  in the  shares of Common
Stock issuable on the exercise of this Warrant,  the Company at its expense will
promptly  cause its Chief  Financial  Officer  or, if the holder of a Warrant so
requests,  independent  certified  public  accountants  of  recognized  standing
selected by the Company to compute such adjustment or readjustment in accordance
with the terms of this  Warrant and  prepare a  certificate  setting  forth such
adjustment  or  readjustment  and  showing  in detail  the facts upon which such
adjustment  or  readjustment  is  based,   including  a  statement  of  (a)  the
consideration received or receivable by the Company for any additional shares of
Common  Stock  issued or sold or deemed  to have  been  issued or sold,  (b) the
number of shares of Common Stock  outstanding or deemed to be  outstanding,  and
(c) the  Exercise  Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such issue or sale
and as adjusted and  readjusted  as provided in this  Warrant.  The Company will
forthwith  mail a copy of each such  certificate  to the holder of this Warrant,
and will,  on the  written  request at any time of the  holder of this  Warrant,
furnish to such holder a like  certificate  setting forth the Exercise  Price at
the time in effect and showing how it was calculated.


         8.       Notices of Record Date, etc.

                  In the event of

                  (a) any taking by the  Company  of a record of the  holders of
any class or securities for the purpose of determining  the holders  thereof who
are  entitled to receive any  dividend  or other  distribution,  or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

                  (b)  any   capital   reorganization   of  the   Company,   any
reclassification  or recapitalization of the capital stock of the Company or any
transfer  of  all  or  substantially  all  the  assets  of  the  Company  to  or
consolidation or merger of the Company with or into any other person, or

                  (c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, or

                  (d) any  proposed  issue or grant by the Company of any shares
of stock  of any  class or any  other  securities,  or any  right or  option  to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other  securities  (other than the issue of Common  Stock on the exercise of
this Warrant),  then and in each such event the Company will mail or cause to be
mailed to each registered  holder of a Warrant a notice  specifying (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  and stating the amount and character of such  dividend,
distribution  or  right,  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    recapitalization,    transfer,    consolidation,    merger,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock shall be entitled
to  exchange  their  shares of Common  Stock for  securities  or other  property
deliverable   on  such   reorganization,   reclassification,   recapitalization,
transfer,  consolidation,  merger,  dissolution,  liquidation or winding-up, and
(iii) the amount and  character of any stock or other  securities,  or rights or
options with respect thereto, proposed to be issued or granted, the date of such
proposed  issue or grant  and the  persons  or class  of  persons  to whom  such
proposed issue or grant is to be offered or made. Such notice shall be mailed at
least  twenty (20) days prior to the date  specified in such notice on which any
such action is to be taken.

         9.       Reservation of Stock, etc., Issuable on Exercise of Warrant.

     The  Company  will at all times  reserve  and keep  available,  solely  for
issuance  and  delivery on the  exercise of this  Warrant,  all shares of Common
Stock from time to time issuable on the exercise of this Warrant.

         10.  Exchange of Warrant.

     On  surrender  for  exchange  of any  Warrant,  properly  endorsed,  to the
Company, the Company at its expense will issue and deliver to or on the order of
the holder thereof a new warrant or warrants of like tenor,  in the name of such
holder or as such holder (upon payment by such holder of any applicable transfer
taxes  and,  if  requested  by the  Company,  demonstration  by such  holder  of
compliance with applicable securities laws) may direct, calling in the aggregate
on the face or faces thereof for the number of shares of Common Stock called for
on the face or faces of the Warrant so surrendered.


         11.  Replacement  of  Warrant.

     On receipt of evidence reasonably  satisfactory to the Company of the loss,
theft,  destruction  or  mutilation  of any Warrant and, in the case of any such
loss, theft or destruction of any Warrant, on delivery of an indemnity agreement
or security reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation,  on surrender and cancellation of such warrant, the
Company at its expense will execute and deliver,  in lieu thereof, a new warrant
of like tenor.


         12. Warrant Agent.

     The Company may, by written notice to each holder of a Warrant,  appoint an
agent having an office in New York,  New York, for the purpose of issuing Common
Stock on the exercise of this  Warrant  pursuant to Section 1,  exchanging  this
Warrant  pursuant to Section 10, and replacing this Warrant  pursuant to Section
11, or any of the  foregoing,  and  thereafter  any such  issuance,  exchange or
replacement, as the case may be, shall be made at such office by such agent.


         13.  Remedies.

     The  Company  stipulates  that the  remedies  at law of the  holder of this
Warrant in the event of any default or threatened  default by the Company in the
performance  of or compliance  with any of the terms of this Warrant are not and
will not be  adequate,  and that such terms may be  specifically  enforced  by a
decree for the specific  performance of any agreement  contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.


         14.  Negotiability,  etc.

     This  Warrant  is issued  upon the  following  terms,  to all of which each
holder or owner  hereof by the  taking  hereof  consents  and  agrees,  subject,
however,  to  Section  15 hereof  and the  restrictions  on  transfer  set forth
therein:

                  (a) subject to compliance with all applicable securities laws,
title to this Warrant may be transferred  by  endorsement  (by the holder hereof
executing  the form of  assignment  at the end hereof) and  delivery in the same
manner as in the case of a negotiable instrument transferable by endorsement and
delivery;

                  (b) any person in possession of this Warrant properly endorsed
is authorized to represent  himself as absolute owner hereof and is empowered to
transfer absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser  hereof for value;  each prior taker or owner waives and renounces all
of his  equities  or  rights  in this  Warrant  in favor of each  such bona fide
purchaser, and each such bona fide purchaser shall acquire absolute title hereto
and to all rights represented hereby; and

                  (c) until  this  Warrant  is  transferred  on the books of the
Company,  the Company may treat the  registered  holder  hereof as the  absolute
owner hereof for all purposes, notwithstanding any notice to the contrary.

         15.  Restriction on Transfer of Warrants.

     Each holder or owner of this Warrant,  by its acceptance hereof,  covenants
and agrees that this Warrant is being  acquired as an investment  and not with a
view to the  distribution  thereof;  and  that  this  Warrant  may not be  sold,
transferred,  assigned,  hypothecated  or  otherwise  disposed of, in any way or
manner,  in whole or in part,  without the prior written consent of the Company,
which consent may be withheld by the Company in its sole  discretion,  except to
Go2Net, Inc. which in such case, as a condition to such transfer,  also shall be
subject to this restriction.


         16. Notices, etc.

     All notices and other communications from the Company to the holder of this
Warrant  shall be mailed by first class  registered or certified  mail,  postage
prepaid, at such address as may have been furnished to the Company in writing by
such holder or, until any such holder furnishes to the Company an address,  then
to, and at the address of, the last holder of this  Warrant who has so furnished
an address to the Company.


         17.  Miscellaneous.

     This  Warrant  and any term hereof may be changed,  waived,  discharged  or
terminated  only by an instrument  in writing  signed by the party against which
enforcement of such change,  waiver,  discharge or  termination  is sought.  The
parties hereby agree that this Warrant,  and the respective  rights,  duties and
obligations  of the parties  hereunder,  shall be governed by and  construed  in
accordance with the General  Corporation  Law of the State of Delaware,  without
giving effect to principles of conflicts of law thereunder. The headings in this
Warrant are for  purposes of  reference  only,  and shall not limit or otherwise
affect any of the terms hereof.  This Warrant is being executed as an instrument
under seal. The invalidity or  unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.


         18.      Expiration; Automatic Exercise.

Subject to Section 1.3, the right to exercise this Warrant shall expire at 5:00
P.M., New York, New York, time, on February 5, 2003.


                                          NATIONAL DISCOUNT BROKERS GROUP, INC.



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






Dated:   February 5, 2000



<PAGE>


FORM OF SUBSCRIPTION
(To be signed only on exercise of Warrant)

TO:      NATIONAL DISCOUNT BROKERS GROUP, INC.

The undersigned, the holder of the within Warrant, hereby irrevocably elects to
exercise this Warrant for, and to purchase thereunder __________shares of Common
Stock of National  Discount  Brokers  Group,  Inc. and herewith makes payment of
$__________  therefor,  and requests  that the  certificates  for such shares be
issued in the name of, and delivered to whose address is
------------------------------

Dated:                                               ___________________________

(Signature must conform to name of holder as
specified on the face of the Warrant)
------------------------------


<PAGE>


FORM OF ASSIGNMENT
(To be signed only on transfer of warrant)

For value received,  the undersigned hereby sells,  assigns,  and transfers unto
______________  the right  represented  by the within  Warrant to purchase _____
shares of Common Stock of National  Discount  Brokers  Group,  Inc. to which the
within Warrant relates, and appoints  ____________________  Attorney to transfer
such right on the books of National Discount Brokers Group, Inc. with full power
of substitution in the premises.


Dated:                                      ____________________________________

(Signature must conform to name of holder as specified on the face of the
 Warrant)

------------------------------
(Address)

Signed in the presence of:
------------------------------





<PAGE>


Exhibit 4(c)

                          COMMON STOCK PURCHASE WARRANT

THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED  (THE  "ACT"),  OR ANY STATE  SECURITIES  LAWS,  AND NO SALE OR TRANSFER
HEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION
OF COUNSEL FOR THE HOLDER,  SATISFACTORY TO THE COMPANY,  THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS.  THIS
WARRANT  IS  SUBJECT  TO THE  STANDSTILL  PROVISION  SET  FORTH IN THAT  CERTAIN
SECURITIES PURCHASE AGREEMENT DATED FEBRUARY 5, 2000 AMONG THE COMPANY,  GO2NET,
INC. AND VULCAN VENTURES INCORPORATED,  A COPY OF WHICH MAY BE OBTAINED FROM THE
SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICES (THE "AGREEMENT").

No. W-V1      Right to Purchase 370,000 Shares of Common Stock of National
Discount Brokers Group, Inc.


                          Common Stock Purchase Warrant

NATIONAL DISCOUNT BROKERS GROUP,  INC., a Delaware  corporation (the "Company"),
hereby  certifies that, for value received,  VULCAN  VENTURES  INCORPORATED,  or
registered permitted assigns, is entitled, subject to the terms set forth below,
to purchase  from the Company at any time or from time to time before 5:00 P.M.,
New York, New York,  time, on February 5, 2003,  THREE HUNDRED SEVENTY  THOUSAND
(370,000) fully paid and  nonassessable  shares of common stock,  par value $.01
per share, of the Company (the "Warrant Shares"), at an exercise price per share
of $33.00 (such Exercise Price per share as adjusted from time to time as herein
provided  is  referred  to herein  as the  "Exercise  Price").  The  number  and
character of such shares of Common  Stock and the Exercise  Price are subject to
adjustment as provided herein.

         This Warrant is issued  pursuant to the  Agreement.  The holder of this
Warrant  shall be  entitled  to all of the  benefits  of the  Agreement  and the
Registration Rights Agreement,  as provided therein,  respectively.  Capitalized
terms not otherwise  defined herein shall have the meanings  ascribed thereto in
the Agreement.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

                  (a) The term  "Company"  shall  include  the  Company  and any
corporation  which  shall  succeed  or assume  the  obligations  of the  Company
hereunder.

                  (b) The term  "Common  Stock"  includes the  Company's  Common
Stock,  $.01 par value per share, as authorized on the date of the Agreement and
any other  securities  into which or for which any of such  Common  Stock may be
converted or exchanged pursuant to a plan of  recapitalization,  reorganization,
merger, sale of assets or otherwise.

         1.       Exercise of Warrant.


                  1.1. Full  Exercise.  Subject to the provisions of Section 1.6
hereof, this Warrant may be exercised at any time in full in the sole discretion
of the holder hereof by surrender of this Warrant, with the form of subscription
at the end hereof duly executed by such holder,  to the Company at its principal
office,  accompanied by payment,  in cash or by certified or official bank check
payable to the order of the Company or by wire transfer in immediately available
funds,  in the amount  obtained  by  multiplying  the number of shares of Common
Stock for which this Warrant is then  exercisable  by the Exercise Price then in
effect.

                  1.2.  Partial  Exercise.  Subject to the provisions of Section
1.6 hereof,  this Warrant may be exercised at any time in the sole discretion of
the holder  hereof in part by surrender of this Warrant in the manner and at the
place  provided in Section  1.1 except that the amount  payable by the holder on
such partial exercise shall be the amount obtained by multiplying (a) the number
of shares of Common Stock  designated by the holder in the  subscription  at the
end hereof by (b) the Exercise Price then in effect;  provided that any exercise
of this  Warrant in part shall be for the lesser of (i) 50,000  shares of Common
Stock,  or (ii) the  remaining  amount of shares  of Common  Stock  which may be
exercised  hereunder.  On any such  partial  exercise the Company at its expense
will forthwith issue and deliver to or upon the order of the holder hereof a new
Warrant or Warrants of like tenor,  in the name of the holder  hereof or as such
holder  (upon  payment  by such  holder of any  applicable  transfer  taxes) may
request, calling in the aggregate on the face or faces thereof for the number of
shares  of  Common  Stock  for  which  such  Warrant  or  Warrants  may still be
exercised.

                  1.3  Termination.  Subject to the  provisions  of Section  1.6
hereof, unless sooner terminated,  this Warrant shall expire ten (10) days after
the Company  shall notify the holder hereof in writing that the Market Price (as
hereinafter  defined) per share of Common  Stock has equaled or exceeded  $33.00
(as adjusted for any of the changes set forth in, and consistent with, Section 5
hereof) for eighteen (18) of twenty-one (21)  consecutive  trading days prior to
the date of said notice,  where  trading days means any day during which (i) the
principal  securities  exchange on which the Common  Stock is listed is open for
trading,  or (ii) if the Common Stock is not so listed, a day when the principal
securities market where the Common Stock is traded is open for trading; provided
however, that if the exercise of this Warrant will require any filings under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")
then the  termination  of this  Warrant  pursuant  to this  Section 1.3 shall be
tolled until all such filings shall have been made by the parties required to do
so and any  waiting  period  (and  any  extension  thereof)  under  the HSR Act,
applicable  to the  exercise of this  Warrant,  shall have expired or shall have
terminated and neither the Company nor the holder hereof shall be subject to any
injunction or temporary  restraining order against any exercise of this Warrant.
The  holder  hereof  covenants  and  agrees to  promptly  file all such  filings
required  under the HSR Act within ten (10) days after  receiving  the foregoing
notice from the Company.

         As used herein,  the phrase  "Market Price" at any date shall be deemed
to be the last  reported  sale price,  or, in case no such  reported  sale takes
place on such day,  the  average of the last  reported  sale prices for the last
three (3) trading days,  in either case as officially  reported by the principal
securities  exchange on which the Common Stock is listed or admitted to trading,
or, if the Common  Stock is not listed or  admitted  to trading on any  national
securities exchange,  the average closing bid price as furnished by the National
Association of Securities Dealers,  Inc. ("NASD") through Nasdaq SmallCap Market
("NSM") or similar  organization if NSM is no longer reporting such information,
or if the Common  Stock is not  quoted on NSM,  as  determined  in good faith by
resolution  of  the  Board  of  Directors  of the  Company,  based  on the  best
information available to it.

                  1.4. Standstill  Agreement The shares of Common Stock acquired
pursuant to this Warrant are subject to (i) the Standstill  Agreement provision
set forth in  Article  VII  of  the   Agreement,   and  (ii)  the   provisions
regarding transferability  set  forth in  Section  9.17 of the  Agreement,  as
fully  and completely as if set forth herein at length.

                  1.5  Company  Acknowledgment.  The  Company  will,  at the
time of the exercise of this Warrant, upon the request of the holder hereof,
acknowledge in writing its  continuing  obligation to afford to such holder any
rights to which such holder shall continue to be entitled after such exercise in
accordance with the  provisions  of this  Warrant.  If the  holder  shall  fail
to make any such request,  such failure shall not affect the continuing
obligation of the Company to afford to such holder any such rights.

                  1.6 Compliance with HSR Act. Prior to any exercise of this
Warrant, all required  filings under the HSR Act shall have been made by the
parties required to do so and any waiting  period (and any extension  thereof)
under the HSR Act, applicable  to the  exercise of this  Warrant,  shall have
expired or shall have terminated and neither the Company nor the holder hereof
shall be subject to any injunction or temporary restraining order against any
exercise of this Warrant.

                  1.7 Right of First Refusal.  If a holder proposes to sell,
transfer or assign any of its shares of Common Stock acquired  pursuant to this
Warrant (the "Warrant  Shares")  on or  before  February  5, 2001  then  prior
to such  sale, transfer or  assignment,  the holder shall give written notice to
the Company of such  transfer,  sale or  assignment  for  purposes of offering
the Company the opportunity  to purchase such Warrant Shares on the same terms
and conditions as set forth in such offer to purchase (the "Notice"). The Notice
shall describe in reasonable  detail the proposed  transfer  including:  (i) the
number of Warrant Shares to be  transferred,  (ii) the nature of such transfer,
and (iii) if such transfer is to be done by a private  placement then the name
and address of each prospective  purchaser or transferee  and the  consideration
to be paid for the Warrant  Shares.  If the holder desires to sell any of the
Warrant Shares to the public pursuant to a registration statement filed with and
declared effective by the Commission under the Securities Act of 1933, as
amended, then the applicable price per share shall be the closing  price of the
Common  Stock on the New York Stock  Exchange  on the date of the  Notice.  In
the event  that  within one (1) business day  following  its receipt of the
Notice,  the Company does not notify the holder in writing of its desire to
purchase  all,  but not less than all, of such Warrant Shares on the same terms
and conditions as set forth in the Notice, then the  holder may sell the
Warrant  Shares.  The  Company  shall  effect the purchase of the Warrant Shares
including  payment of the purchase  price,  not more than one (1) business  day
after  delivery of its notice to the holder that it intends to purchase  the
Warrant  Shares,  and at such time the holder  shall deliver to the Company the
certificate(s)  representing the Warrant Shares to be purchased by the Company,
each certificate to be properly endorsed for transfer. The Warrant  Shares so
purchased  shall  thereupon  be canceled and cease to be issued and outstanding
shares of Common Stock.  Notwithstanding  the foregoing, the right of first
refusal of the Company  set forth in this  Section 1.7 shall not apply to any
Permitted  Transfer.  Terms used in this  Section  1.7 and not otherwise
defined herein shall have the meanings  assigned to such terms in the Agreement.

         2.       Delivery of Stock Certificates, etc. on Exercise.

     As soon as  practicable  after the  exercise of this  Warrant in full or in
part,  and in any event  within  ten (10) days  thereafter,  the  Company at its
expense  (including the payment by it of any applicable  issue taxes) will cause
to be issued  in the name of and  delivered  to the  holder  hereof,  or as such
holder (upon  payment by such holder of any  applicable  transfer  taxes and, if
requested  by the  Company,  demonstration  by such  holder of  compliance  with
applicable  securities  laws) may direct,  a certificate or certificates for the
number of fully  paid and  nonassessable  shares of Common  Stock to which  such
holder shall be entitled on such exercise, plus, in lieu of any fractional share
to which such holder would  otherwise be entitled,  cash equal to such  fraction
multiplied by the then current market value of one full share, together with any
other stock or other securities and property  (including cash, where applicable)
to which such holder is  entitled  upon such  exercise  pursuant to Section 1 or
otherwise.

         3.       Adjustment for Dividends in Other Stock, Property, etc.;
                  Reclassification, etc.

     In case at any time or from time to time, the holders of Common Stock shall
have received,  or (on or after the record date fixed for the  determination  of
shareholders eligible to receive) shall have become entitled to receive, without
payment therefor,

                  (a)      other or additional stock or other securities or
property (other than cash) by way of dividend, or

                  (b)      any cash (excluding cash dividends payable solely out
of earnings or earned surplus of the Company), or

                  (c) other or additional  stock or other securities or property
(including   cash)   by   way   of   spin-off,    split-up,    reclassification,
recapitalization,  combination  of shares or  similar  corporate  rearrangement,
other than additional  shares of Common Stock issued as a stock dividend or in a
stock-split  (adjustments  in respect of which are  provided  for in Section 5),
then and in each such case the holder of this Warrant, on the exercise hereof as
provided in Section 1, without  duplicating any of the  adjustments  required by
Section 5 hereof,  shall be  entitled  to receive  the amount of stock and other
securities and property  (including cash in the cases referred to in clauses (b)
and (c) of this  Section  3) which  such  holder  would hold on the date of such
exercise  if on the date  hereof the holder had been the holder of record of the
number of shares of Common  Stock called for on the face of this Warrant and had
thereafter,  during the period from the date hereof to and including the date of
such exercise,  retained such shares and all such other or additional  stock and
other  securities  and  property  (including  cash in the cases  referred  to in
clauses (b) and (c) of this  Section 3)  receivable  by the holder as  aforesaid
during such  period,  giving  effect to all  adjustments  called for during such
period by Sections 4 and 5.

         4.       Adjustment for Reorganization, Consolidation, Merger, etc.

         4.1.  Reorganization.  In case at any time or from  time to  time,  the
Company shall (a) effect a  reorganization,  (b) consolidate  with or merge into
any other person,  or (c) transfer all or substantially all of its properties or
assets  to any other  person  under any plan or  arrangement  contemplating  the
dissolution of the Company, then, in each such case, the holder of this Warrant,
on the  exercise  hereof  as  provided  in  Section  1 at  any  time  after  the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution  as the case  may be,  shall  receive,  in lieu of the
Common  Stock  issuable  on such  exercise  prior to such  consummation  or such
effective date, the stock and other securities and property  (including cash) to
which  such  holder  would  have  been  entitled  upon such  consummation  or in
connection  with such  dissolution,  as the case may be, if such  holder  had so
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment thereafter as provided in Sections 3 and 5.

         4.2.  Dissolution.  In the  event  of any  dissolution  of the  Company
following the transfer of all or substantially  all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property  (including cash, where
applicable) receivable by the holders of the Warrant after the effective date of
such  dissolution  pursuant to this Section 4 to a bank or trust company  having
its principal office in New York, New York, as trustee for the holder or holders
of the Warrant.

         4.3  Continuation  of Terms.  Upon any  reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 4, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly assumed the terms of this Warrant.

         5. Adjustment for Changes in Shares In the event that the Company shall
(i) issue additional shares of Common Stock as a dividend or other  distribution
on outstanding  Common Stock,  (ii) subdivide its  outstanding  shares of Common
Stock,  or (iii)  combine  its  outstanding  shares of the  Common  Stock into a
smaller  number of shares of the Common  Stock,  then,  in each such event,  the
Exercise  Price  shall,  simultaneously  with the  happening  of such event,  be
adjusted by multiplying the then Exercise Price by a fraction,  the numerator of
which  shall be the  number of shares of Common  Stock  outstanding  immediately
prior to such event and the  denominator  of which shall be the number of shares
of Common Stock  outstanding  immediately  after such event,  and the product so
obtained  shall  thereafter be the Exercise  Price then in effect.  The Exercise
Price, as so adjusted, shall be readjusted in the same manner upon the happening
of any successive event or events described herein in this Section 5. The holder
of this Warrant shall thereafter,  on the exercise hereof as provided in Section
1, be entitled to receive  that number of shares of Common Stock  determined  by
multiplying  the number of shares of Common Stock which would otherwise (but for
the  provisions of this Section 5) be issuable on such exercise by a fraction of
which (i) the numerator is the Exercise Price which would otherwise (but for the
provisions  of this  Section 5) be in effect,  and (ii) the  denominator  is the
Exercise Price in effect on the date of such exercise.

         6. No Dilution or Impairment. The Company will not, by amendment of its
Restated   Certificate   of   Incorporation,   as   amended,   or  through   any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action,  increase the par value of any
shares of stock  receivable  on the  exercise of this  Warrant  above the amount
payable  therefor on such  exercise.  The Company  will (a)  provided  that this
Warrant may at the time of exercise  still be exercised  for stock and not other
property or cash,  will take all such  reasonable  action as may be necessary or
appropriate  in order that the Company may validly and legally  issue fully paid
and  nonassessable  shares of stock on the exercise of this Warrant from time to
time outstanding, and (b) notify the holder of this Warrant no later than twenty
(20) days prior to the transfer of all or  substantially  all of its  properties
and assets to any other person (corporate or otherwise) or consolidation with or
merger  with or into  any  other  person,  whether  or not  the  Company  is the
surviving corporation.

         7.  Accountants'  Certificate  as to  Adjustments.  In each case of any
adjustment  or  readjustment  in the  shares of  Common  Stock  issuable  on the
exercise of this  Warrant,  the Company at its expense will  promptly  cause its
Chief Financial Officer or, if the holder of a Warrant so requests,  independent
certified public  accountants of recognized  standing selected by the Company to
compute such  adjustment or  readjustment  in accordance  with the terms of this
Warrant and prepare a certificate  setting forth such adjustment or readjustment
and showing in detail the facts upon which such  adjustment or  readjustment  is
based,  including a statement of (a) the consideration received or receivable by
the Company for any  additional  shares of Common Stock issued or sold or deemed
to have  been  issued  or  sold,  (b) the  number  of  shares  of  Common  Stock
outstanding  or deemed to be  outstanding,  and (c) the  Exercise  Price and the
number of shares of Common Stock to be received  upon  exercise of this Warrant,
in effect immediately prior to such issue or sale and as adjusted and readjusted
as provided in this Warrant. The Company will forthwith mail a copy of each such
certificate to the holder of this Warrant,  and will, on the written  request at
any  time  of the  holder  of  this  Warrant,  furnish  to  such  holder  a like
certificate  setting forth the Exercise  Price at the time in effect and showing
how it was calculated.

         8.       Notices of Record Date, etc.  In the event of

                  (a) any taking by the  Company  of a record of the  holders of
any class or securities for the purpose of determining  the holders  thereof who
are  entitled to receive any  dividend  or other  distribution,  or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

                  (b)  any   capital   reorganization   of  the   Company,   any
reclassification  or recapitalization of the capital stock of the Company or any
transfer  of  all  or  substantially  all  the  assets  of  the  Company  to  or
consolidation or merger of the Company with or into any other person, or

                  (c)      any voluntary or involuntary dissolution, liquidation
or winding-up of the Company, or

                  (d) any  proposed  issue or grant by the Company of any shares
of stock  of any  class or any  other  securities,  or any  right or  option  to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other  securities  (other than the issue of Common  Stock on the exercise of
this Warrant),  then and in each such event the Company will mail or cause to be
mailed to each registered  holder of a Warrant a notice  specifying (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  and stating the amount and character of such  dividend,
distribution  or  right,  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    recapitalization,    transfer,    consolidation,    merger,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock shall be entitled
to  exchange  their  shares of Common  Stock for  securities  or other  property
deliverable   on  such   reorganization,   reclassification,   recapitalization,
transfer,  consolidation,  merger,  dissolution,  liquidation or winding-up, and
(iii) the amount and  character of any stock or other  securities,  or rights or
options with respect thereto, proposed to be issued or granted, the date of such
proposed  issue or grant  and the  persons  or class  of  persons  to whom  such
proposed issue or grant is to be offered or made. Such notice shall be mailed at
least  twenty (20) days prior to the date  specified in such notice on which any
such action is to be taken.

         9.       Reservation of Stock, etc., Issuable on Exercise of Warrant.

     The  Company  will at all times  reserve  and keep  available,  solely  for
issuance  and  delivery on the  exercise of this  Warrant,  all shares of Common
Stock from time to time issuable on the exercise of this Warrant.

         10.  Exchange of Warrant.

     On  surrender  for  exchange  of any  Warrant,  properly  endorsed,  to the
Company, the Company at its expense will issue and deliver to or on the order of
the holder thereof a new warrant or warrants of like tenor,  in the name of such
holder or as such holder (upon payment by such holder of any applicable transfer
taxes  and,  if  requested  by the  Company,  demonstration  by such  holder  of
compliance with applicable securities laws) may direct, calling in the aggregate
on the face or faces thereof for the number of shares of Common Stock called for
on the face or faces of the Warrant so surrendered.

         11.  Replacement  of  Warrant.

     On receipt of evidence reasonably  satisfactory to the Company of the loss,
theft,  destruction  or  mutilation  of any Warrant and, in the case of any such
loss, theft or destruction of any Warrant, on delivery of an indemnity agreement
or security reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation,  on surrender and cancellation of such warrant, the
Company at its expense will execute and deliver,  in lieu thereof, a new warrant
of like tenor.

         12. Warrant Agent.

     The Company may, by written notice to each holder of a Warrant,  appoint an
agent having an office in New York,  New York, for the purpose of issuing Common
Stock on the exercise of this  Warrant  pursuant to Section 1,  exchanging  this
Warrant  pursuant to Section 10, and replacing this Warrant  pursuant to Section
11, or any of the  foregoing,  and  thereafter  any such  issuance,  exchange or
replacement, as the case may be, shall be made at such office by such agent.

         13.  Remedies.

     The  Company  stipulates  that the  remedies  at law of the  holder of this
Warrant in the event of any default or threatened  default by the Company in the
performance  of or compliance  with any of the terms of this Warrant are not and
will not be  adequate,  and that such terms may be  specifically  enforced  by a
decree for the specific  performance of any agreement  contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.

         14.  Negotiability,  etc.

     This  Warrant  is issued  upon the  following  terms,  to all of which each
holder or owner  hereof by the  taking  hereof  consents  and  agrees,  subject,
however,  to  Section  15 hereof  and the  restrictions  on  transfer  set forth
therein:

                  (a) subject to compliance with all applicable securities laws,
title to this Warrant may be transferred  by  endorsement  (by the holder hereof
executing  the form of  assignment  at the end hereof) and  delivery in the same
manner as in the case of a negotiable instrument transferable by endorsement and
delivery;

                  (b) any person in possession of this Warrant properly endorsed
is authorized to represent  himself as absolute owner hereof and is empowered to
transfer absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser  hereof for value;  each prior taker or owner waives and renounces all
of his  equities  or  rights  in this  Warrant  in favor of each  such bona fide
purchaser, and each such bona fide purchaser shall acquire absolute title hereto
and to all rights represented hereby; and

                  (c) until  this  Warrant  is  transferred  on the books of the
Company,  the Company may treat the  registered  holder  hereof as the  absolute
owner hereof for all purposes, notwithstanding any notice to the contrary.

         15.  Restriction on Transfer of Warrants.

     Each holder or owner of this Warrant,  by its acceptance hereof,  covenants
and agrees that this Warrant is being  acquired as an investment  and not with a
view to the  distribution  thereof;  and  that  this  Warrant  may not be  sold,
transferred,  assigned,  hypothecated  or  otherwise  disposed of, in any way or
manner,  in whole or in part,  without the prior written consent of the Company,
which consent may be withheld by the Company in its sole  discretion,  except to
Go2Net, Inc. which in such case, as a condition to such transfer,  also shall be
subject to this restriction.

         16. Notices, etc.

     All notices and other communications from the Company to the holder of this
Warrant  shall be mailed by first class  registered or certified  mail,  postage
prepaid, at such address as may have been furnished to the Company in writing by
such holder or, until any such holder furnishes to the Company an address,  then
to, and at the address of, the last holder of this  Warrant who has so furnished
an address to the Company.

         17.  Miscellaneous.

     This  Warrant  and any term hereof may be changed,  waived,  discharged  or
terminated  only by an instrument  in writing  signed by the party against which
enforcement of such change,  waiver,  discharge or  termination  is sought.  The
parties hereby agree that this Warrant,  and the respective  rights,  duties and
obligations  of the parties  hereunder,  shall be governed by and  construed  in
accordance with the General  Corporation  Law of the State of Delaware,  without
giving effect to principles of conflicts of law thereunder. The headings in this
Warrant are for  purposes of  reference  only,  and shall not limit or otherwise
affect any of the terms hereof.  This Warrant is being executed as an instrument
under seal. The invalidity or  unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.


         18.      Expiration; Automatic Exercise.

     Subject to Section 1.3, the right to exercise  this Warrant shall expire at
5:00 P.M., New York, New York, time, on February 5, 2003.


                                           NATIONAL DISCOUNT BROKERS GROUP, INC.



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






Dated:   February 5, 2000



<PAGE>


FORM OF SUBSCRIPTION
(To be signed only on exercise of Warrant)

TO:      NATIONAL DISCOUNT BROKERS GROUP, INC.

The undersigned, the holder of the within Warrant, hereby irrevocably elects to
exercise this Warrant for, and to purchase thereunder __________shares of Common
Stock of National  Discount  Brokers  Group,  Inc. and herewith makes payment of
$__________  therefor,  and requests  that the  certificates  for such shares be
issued in the name of, and delivered to whose address is
------------------------------

Dated:                                               ___________________________

(Signature must conform to name of holder as
specified on the face of the Warrant)
------------------------------


<PAGE>


FORM OF ASSIGNMENT
(To be signed only on transfer of warrant)

For value received,  the undersigned hereby sells,  assigns,  and transfers unto
______________  the right  represented  by the within  Warrant to purchase _____
shares of Common Stock of National  Discount  Brokers  Group,  Inc. to which the
within Warrant relates, and appoints  ____________________  Attorney to transfer
such right on the books of National Discount Brokers Group, Inc. with full power
of substitution in the premises.


Dated:                                      ____________________________________

(Signature must conform to name of holder as specified on the face of the
 Warrant)
------------------------------
(Address)

Signed in the presence of:
------------------------------



<PAGE>




Exhibit 99(a)

                                                                 Execution Copy








                      NATIONAL DISCOUNT BROKERS GROUP, INC.

                          SECURITIES PURCHASE AGREEMENT

                          Dated as of February 5, 2000


<PAGE>


                      NATIONAL DISCOUNT BROKERS GROUP, INC.

                          SECURITIES PURCHASE AGREEMENT

                          Dated as of February 5, 2000
<TABLE>
<CAPTION>
                                      INDEX


<S><C>                                                                                                             <C>
ARTICLE I PURCHASE AND SALE OF SHARES..............................................................................1


   1.1  Purchase and Sale..........................................................................................1
        -----------------

   1.2  Purchase and Sale of Warrant...............................................................................1
        ----------------------------

   1.3  Closing....................................................................................................1
        -------

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY...........................................................2


   2.1  Organization and Corporate Power...........................................................................2
        --------------------------------

   2.2  Authorization..............................................................................................2
        -------------

   2.3  Government Approvals.......................................................................................2
        --------------------

   2.4  Authorized and Outstanding Stock...........................................................................3
        --------------------------------

   2.5  Subsidiaries...............................................................................................4
        ------------

   2.6  Securities Law Compliance..................................................................................4
        -------------------------

   2.7  Commission Documents; Financial Information................................................................4
        -------------------------------------------

   2.8  Absence of Certain Events; No Material Adverse Change......................................................5
        -----------------------------------------------------

   2.9  Litigation.................................................................................................6
        ----------

   2.10 Compliance with Laws and Other Instruments.................................................................6
        ------------------------------------------

   2.11 Taxes......................................................................................................6
        -----

   2.12 Intellectual Property; Proprietary Rights; Employee Restrictions...........................................7
        ----------------------------------------------------------------

   2.13 Agreements of Directors, Officers and Employees............................................................7
        -----------------------------------------------

   2.14 Governmental and Industrial Approvals......................................................................7
        -------------------------------------

   2.15 Intentionally Omitted......................................................................................8
        ---------------------

   2.16 Contracts and Commitments..................................................................................8
        -------------------------

   2.17 Employee Matters...........................................................................................8
        ----------------

   2.18 No Brokers or Finders......................................................................................8
        ---------------------

   2.19 Transactions with Affiliates...............................................................................9
        ----------------------------

   2.20 Assumptions, Guarantees, etc. of Indebtedness of Other Persons.............................................9
        --------------------------------------------------------------

   2.21 Intentionally Omitted......................................................................................9
        ---------------------

   2.22 Investment Company Act.....................................................................................9
        ----------------------

   2.23 Disclosures................................................................................................9
        -----------

ARTICLE III AFFIRMATIVE COVENANTS OF THE COMPANY...................................................................9


   3.1  Intentionally Omitted......................................................................................9
        ---------------------

   3.2  Board of Directors.........................................................................................9
        ------------------

   3.3  The Company SEC Documents.................................................................................10
        -------------------------

ARTICLE IV INVESTMENT REPRESENTATIONS.............................................................................10


   4.1  Representations and Warranties............................................................................10
        ------------------------------

   4.2  Permitted Sales; Legends..................................................................................12
        ------------------------

ARTICLE VCONDITIONS OF PURCHASERS' OBLIGATION.....................................................................12


   5.1  Effect of Conditions......................................................................................12
        --------------------

   5.2  Representations and Warranties............................................................................12
        ------------------------------

   5.3  Performance...............................................................................................12
        -----------

   5.4  Board Election............................................................................................13
        --------------

   5.5  Opinion of Counsel........................................................................................13
        ------------------

   5.6  Certified Documents, etc..................................................................................13
        ------------------------

   5.7  No Material Adverse Change................................................................................13
        --------------------------

   5.8  Warrant ..................................................................................................13
        --------

   5.9  Co-Branding and Marketing Agreement.......................................................................13
        -----------------------------------

   5.10 Registration Rights Agreement.............................................................................13
        -----------------------------

   5.11 Consents and Waivers......................................................................................13
        --------------------

   5.12 Common Stock Certificates.................................................................................13
        -------------------------

   5.13 Vulcan Side Letter........................................................................................13
        ------------------

ARTICLE VI CONDITIONS OF THE COMPANY'S OBLIGATION.................................................................14


   6.1  Effect of Conditions......................................................................................14
        --------------------

   6.2  Representations and Warranties; Performance...............................................................14
        -------------------------------------------

   6.3  Co-Branding and Marketing Agreement.......................................................................14
        -----------------------------------

   6.4  Registration Rights Agreement.............................................................................14
        -----------------------------

   6.5  Consideration for the Shares..............................................................................14
        ----------------------------

   6.6  Consents and Waivers......................................................................................14
        --------------------

   6.7  Vulcan Side Letter........................................................................................14
        ------------------

   6.8  Warrant Certificate.......................................................................................14
        -------------------

ARTICLE VII.......................................................................................................14


STANDSTILL AGREEMENT..............................................................................................14
--------------------


ARTICLE VIII CERTAIN DEFINITIONS..................................................................................16


ARTICLE IX MISCELLANEOUS..........................................................................................19


   9.1  Survival of Representations...............................................................................19
        ---------------------------

   9.2  Parties in Interest.......................................................................................19
        -------------------

   9.3  Intentionally Omitted.....................................................................................19
        ---------------------

   9.4  Amendments and Waivers....................................................................................19
        ----------------------

   9.5  Notices...................................................................................................19
        -------

   9.6  Expenses..................................................................................................21
        --------

   9.7  Counterparts..............................................................................................21
        ------------

   9.8  Effect of Headings........................................................................................21
        ------------------

   9.9  Adjustments...............................................................................................21
        -----------

   9.10 Governing Law.............................................................................................21
        -------------

   9.11 Assignment................................................................................................21
        ----------

   9.12 Intentionally Omitted.....................................................................................21
        ---------------------

   9.13 Waiver of Jury Trial......................................................................................22
        --------------------

   9.14 Attorneys Fees............................................................................................22
        --------------

   9.15 Exemption from HSR Act....................................................................................22
        ----------------------

   9.16 Right of First Refusal....................................................................................22
        ----------------------

</TABLE>


<PAGE>


                          SECURITIES PURCHASE AGREEMENT

         THIS  SECURITIES  PURCHASE  AGREEMENT is entered into as of February 5,
2000 by and among National Discount Brokers Group, Inc., a Delaware  corporation
(the "Company");  Go2Net,  Inc., a Delaware corporation  ("Go2Net"),  and Vulcan
Ventures Incorporated, a Washington corporation ("Vulcan," and at times together
with Go2Net, the "Purchasers").

         WHEREAS,  the  Purchasers  have indicated a desire to purchase from the
Company  1,000,000  shares of the Company's  common  stock,  $0.01 par value per
share ("Common Stock"); and

         WHEREAS,  the Company has  indicated a desire to sell an  aggregate  of
500,000  shares of Common Stock to the  Purchasers  and to grant warrants to the
Purchasers for an aggregate of 500,000  shares of Common Stock;  and the Company
has agreed to register such securities under the Securities Act (as such term is
defined herein) on the terms set forth in the Amended and Restated  Registration
Rights  Agreement,  dated  the  date  hereof,  by and  among  the  Company,  the
Purchasers,  and  IAT  Reinsurance  Syndicate  Ltd.  (the  "Registration  Rights
Agreement").

         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

                           PURCHASE AND SALE OF SHARES

         1.1 Purchase and Sale. Subject to the terms and conditions  hereinafter
set forth, at the Closing (as defined below) the Company shall issue and sell to
the  Purchasers  and the  Purchasers  shall  purchase from the Company,  500,000
shares (the "Purchased  Shares") of the Common Stock, at a price per share equal
to twenty-seven  Dollars ($27.00) payable as provided in Section 1.3. The number
of Purchased Shares to be purchased by each Purchaser is set forth opposite each
Purchaser's  name on Schedule 1.1 attached  hereto.  The Common Stock shall have
the rights, terms and privileges set forth in the Company's Restated Certificate
of  Incorporation,  as amended.  Terms used herein as defined terms that are not
defined in the context hereof shall have the meaning set forth in Article IX.

         1.2  Purchase  and Sale of Warrant.  At the  Closing,  the Company will
grant to each  Purchaser  a warrant  in the form of  Exhibit A  attached  hereto
(collectively,  the  "Warrant")  exercisable  for the number of shares of Common
Stock set forth opposite such  Purchaser's name on Schedule 1.1 attached hereto.
The  aggregate  number of shares of Common Stock  issuable  upon exercise of the
Warrant is 500,000  (subject to adjustments as set forth in the Warrant),  which
are referred to herein as the "Warrant Shares."

         1.3 Closing.  Subject to the  satisfaction  or waiver of the conditions
set forth in Articles VI and VII hereof,  a closing (the  "Closing") of the sale
and purchase of the  Purchased  Shares and the grant of the Warrant  above shall
take  place at the  offices  of  Hutchins,  Wheeler &  Dittmar,  A  Professional
Corporation,  101 Federal  Street,  Boston,  Massachusetts,  at 10:00  A.M.,  on
February 5, 2000, or such other date, time and place as shall be mutually agreed
upon by the Company and the Purchasers (the "Closing Date"). At the Closing, the
Company will deliver the Purchased  Shares being  acquired by each  Purchaser in
the form of a certificate  issued in each Purchaser's name, and the Warrant upon
receipt by the Company of payment of the full purchase  price  therefor by or on
behalf  of such  Purchaser  to the  Company  by  check  or by wire  transfer  of
immediately available funds.

                              ARTICLE IITHE COMPANY

                        REPRESENTATIONS AND WARRANTIES OF
                                   THE COMPANY

         In order to induce the Purchasers to purchase the Purchased  Shares and
the Warrant,  the Company makes the  following  representations  and  warranties
which shall be true, correct and complete in all respects on the date hereof.

         2.1  Organization  and  Corporate  Power.  The  Company and each of its
Principal Subsidiaries is a corporation duly organized,  validly existing and in
good standing under the laws of the  jurisdiction of its  incorporation  and has
all requisite  corporate  power and authority to own its properties and to carry
on its business as presently conducted in all material respects. The Company and
each of its Principal  Subsidiaries is duly licensed or qualified to do business
as a foreign  corporation  in each  jurisdiction  wherein the  character  of its
property or the nature of the activities  presently  conducted by it, makes such
qualification  necessary except where the failure to so qualify would not have a
Material Adverse Effect.

         2.2  Authorization.  The Company has all necessary  corporate power and
has taken all necessary  corporate  action  required for the due  authorization,
execution,  delivery  and  performance  by the  Company of this  Agreement,  the
Registration  Rights  Agreement,  the Warrant,  and those other  agreements  and
instruments  set  forth on  Schedule  2.2  attached  hereto  (collectively,  the
"Related  Agreements"),  and the consummation of the  transactions  contemplated
herein or therein,  and for the due authorization,  issuance and delivery of the
Purchased Shares and the Warrant.  Sufficient shares of authorized, but unissued
shares of Common Stock have been  reserved for issuance upon the exercise of the
Warrant.  The issuance of the  Purchased  Shares,  the Warrant,  and the Warrant
Shares will not, require any further corporate action and is not and will not be
subject  to any  preemptive  right,  right of first  refusal  or the like.  This
Agreement and the Related Agreements will each be a valid and binding obligation
of the  Company  enforceable  in  accordance  with its  terms,  except  that the
enforceability hereof 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.

         2.3   Government   Approvals.   No   consent,   approval,   license  or
authorization  of, or  designation,  declaration  or filing  with,  any court or
governmental  authority  is or will be  required  on the part of the  Company in
connection  with the execution,  delivery and performance by the Company of this
Agreement,  any of the Related  Agreements or in connection with the issuance of
the Purchased  Shares and the Warrant  and/or the issuance of the Warrant Shares
upon exercise of the Warrant,  except for (i) those which have already been made
or granted and (ii) the filing of  registration  statements  with the Securities
and Exchange  Commission (the  "Commission")  the filing of notices with and any
applicable  state  securities  commission,  (iii) the  listing of the  Purchased
Shares  and the  Warrant  Shares  on the New York  Stock  Exchange  and (iv) the
filings  under  the HSR Act (as such term is  defined  herein)  contemplated  by
Section 9.15 herein.

         2.4      Authorized and Outstanding Stock.


                  (a)     The   authorized   capital   stock  of  the   Company
(immediately  prior to the Closing and the transactions  contemplated by Section
1.2  hereof)  will  consist  of  51,000,000  shares of capital  stock,  of which
50,000,000 shares are Common Stock and 1,000,000 shares are Preferred Stock.

                  (b)     As  of the date  hereof,  the issued and  outstanding
capital stock of the Company  consists of 16,990,125  shares of Common Stock. As
of the date hereof,  options to purchase  1,937,513  shares of Common Stock have
been granted and are unexercised  under the Company's stock option plans. All of
the issued and outstanding  shares of capital stock of the Company are, and when
issued in accordance with the terms hereof, the Purchased Shares and the Warrant
Shares  will  be,  duly  authorized  and  validly  issued  and  fully  paid  and
non-assessable,  with no personal  liability  attaching to the ownership thereof
and will be free and  clear of all  Liens,  claims,  charges,  Encumbrances,  or
transfer restrictions imposed by or through the Company, except for restrictions
imposed by Federal or state  securities  or "blue sky" laws and except for those
imposed  pursuant to this  Agreement.  The  designations,  powers,  preferences,
rights, qualifications, limitations and restrictions in respect of each class or
series of capital stock of the Company are as set forth in the certified copy of
the Company's Restated Certificate of Incorporation, as amended, delivered under
Section  5.6  hereof and all such  designations,  powers,  preferences,  rights,
qualifications,  limitations and restrictions are valid, binding and enforceable
in accordance with their terms and in accordance with applicable law.

                  (c)     As  of the date of this  Agreement  and except as set
forth  in  Schedule  2.4(c)  hereto  (i)  no  subscription,   warrant,   option,
convertible  security or other right  (contingent  or  otherwise) to purchase or
acquire any shares of capital stock of the Company is authorized or outstanding,
(ii)  there is not any  commitment  of the  Company  to issue any  subscription,
warrant,  option,  convertible  security  or  other  such  right  or to issue or
distribute  to holders  of any  shares of its  capital  stock any  evidences  of
indebtedness  or assets of the  Company,  (iii) the  Company  has no  obligation
(contingent or otherwise) to purchase, redeem or otherwise acquire any shares of
its capital  stock or any  interest  therein or to pay any  dividend or make any
other distribution in respect thereof and (iv) there are no agreements,  written
or oral,  between the  Company  and any holder of its  capital  stock or, to its
Knowledge,  among any holders of its capital stock, relating to the acquisition,
disposition  or voting of the capital  stock of the  Company.  As of the date of
this  Agreement and in Schedule  2.4(c),  no person or entity is entitled to (i)
any  preemptive  right,  right of first refusal or similar rights granted by the
Company with respect to the issuance of any capital stock of the Company.  As of
the date of this  Agreement,  except  as  provided  in the  Registration  Rights
Agreement,  no person or entity  has been  granted  rights by the  Company  with
respect  to the  registration  of any  capital  stock of the  Company  under the
Securities Act of 1933, as amended (the "Securities Act"). All of the issued and
outstanding shares of the Company's capital stock have been offered,  issued and
sold by the Company in compliance with applicable  Federal and state  securities
laws.

         2.5 Subsidiaries. Except as set forth in the SEC Documents and Schedule
2.5,  at the date  hereof  the  Company  has no  Subsidiaries  nor any  material
investment or other interest in, or any  outstanding  loan or advance to or from
in excess of  $2,500,000,  any  officer or director of the Company or any Person
who owns 5% or more of the issued and outstanding  capital stock of the Company.
The  Company  owns of record  and  beneficially,  free and  clear of all  Liens,
charges, restrictions,  claims and Encumbrances of any nature, all of the issued
and outstanding capital stock of each of its Principal Subsidiaries.

         2.6 Securities Law Compliance. Assuming the representations, warranties
and  covenants  of the  Purchaser  set forth in Section  5.1 hereof are true and
correct in all material  respects,  the offer and sale of the Purchased  Shares,
the Warrant and the Warrant  Shares  (collectively,  the "Issuable  Securities")
pursuant to this Agreement will be exempt from the registration  requirements of
Section 5 the Securities  Act.  Neither the Company nor any person acting on its
behalf has, in connection with the offering of the Issuable Securities,  engaged
in (i) any form of general  solicitation or general  advertising (as those terms
are used within the meaning of Rule 502(c) under the Securities  Act),  (ii) any
action  involving a public  offering  within the meaning of Section  4(2) of the
Securities  Act, or (iii) any action that would require the  registration  under
the Securities Act of the offering and sale of the Issuable  Securities pursuant
to this  Agreement or that would violate  applicable  state  securities or "blue
sky" laws.  The  Company  has not made and will not prior to the  Closing  make,
directly  or  indirectly,  any offer or sale of the  Issuable  Securities  or of
securities  of the same or similar  class as the  Issuable  Securities  if, as a
result,  the offer and sale  contemplated  hereby  could fail to be  entitled to
exemption from the  registration  requirements  of the  Securities  Act. As used
herein, the terms "offer" and "sale" have the meanings specified in Section 2(3)
of the Securities Act.

         2.7      Commission Documents; Financial Information.


                  (a)     The Company has made available to the Purchasers true
and complete copies of all SEC Documents filed with the Commission since June 1,
1997. As of their  respective  filing dates,  the SEC Documents  complied in all
material  respects with the requirements of the Securities Act, the Exchange Act
and the rules and  regulations of the Commission  thereunder  applicable to such
SEC  Documents,  and as of  their  respective  dates  none of the SEC  Documents
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The  consolidated  financial  statements  of the  Company  and  its
consolidated  subsidiaries  included  in the SEC  Documents  comply  as of their
respective   dates  in  all  material   respects  with   applicable   accounting
requirements  and the rules  and  regulations  of the  Commission  with  respect
thereto  (except as may be indicated in the notes thereto or, in the case of the
unaudited statements,  as permitted by Form 10-Q promulgated by the Commission),
and present fairly (or will present fairly) in all material respects as of their
respective  dates the  consolidated  financial  position  of the Company and the
subsidiaries  as at the dates  thereof  and the  consolidated  results  of their
operations and their consolidated cash flows for each of the respective periods,
in conformity with GAAP. As used in this  Agreement,  the  consolidated  balance
sheet  of the  Company  and  its  consolidated  subsidiaries  at May  31,  1999,
previously provided to the Purchaser is hereinafter  referred to as the "Balance
Sheet," and May 31, 1999 is hereinafter referred to as the "Balance Sheet Date."

                  (b)     Except  as set forth in  Schedule  2.7(b)  and to the
extent  expressly  set forth in the Balance  Sheet,  or the notes,  schedules or
exhibits  thereto,  or as disclosed in the SEC Documents,  (i) as of the Balance
Sheet Date, neither the Company nor the Principal  Subsidiaries had any material
liabilities or obligations (whether absolute,  contingent, accrued or otherwise)
that would be required to be included on a balance sheet  prepared in accordance
with  GAAP  and  (ii)  since  the  Balance  Sheet  Date,  the  Company  and  its
consolidated  Subsidiaries  have not incurred any such material  liabilities  or
obligations  other than in the  ordinary  course of business  and not  exceeding
$5,000,000 in the aggregate.

         2.8 Absence of Certain Events;  No Material  Adverse Change.  Except as
disclosed  in Schedule  2.8 or in the SEC  Documents  filed with the  Commission
prior to the date  hereof,  since the Balance  Sheet  Date,  the Company and its
Principal  Subsidiaries  each  has  conducted  its  business  operations  in the
ordinary  course and there has not occurred  any event or  condition  having or,
that is reasonably  likely to have, a Material Adverse Effect.  Without limiting
the generality of the foregoing, other than as is disclosed in the SEC Documents
filed with the  Commission  prior to the date hereof or on Schedule  2.8 hereto,
since the Balance Sheet Date there has not occurred:

                  (a)     any  change or agreement to change the  character or
nature of the business of the Company or any of its Principal Subsidiaries;


                  (b)     any purchase, sale, transfer, assignment,  conveyance
or pledge of the assets or  properties  of the  Company or any of its  Principal
Subsidiaries,  except in the ordinary  course of business or as  contemplated in
the SEC Documents;

                  (c)     any  waiver or  modification by the Company or any of
its Principal Subsidiaries of any right or rights of substantial value, having a
Material Adverse Effect;

                  (d)     any liability,  contract,  agreement,  license, loan,
advance,  or capital  expenditure or other commitment entered into or assumed by
or on behalf of the Company or any of its Principal Subsidiaries relating to the
business,  assets  or  properties  of  the  Company  or  any  of  its  Principal
Subsidiaries, whether oral or written, except in the ordinary course of business
or which would have a Material Adverse Effect;

                  (e)     any  change in the  accounting  principles,  methods,
practices or procedures  followed by the Company in connection with the business
of the Company or any change in the  depreciation  or  amortization  policies or
rates theretofore  adopted by the Company in connection with the business of the
Company and the Principal  Subsidiaries  or which would have a Material  Adverse
Effect;

                  (f)     any declaration or payment of any dividends, or other
distributions  in respect  of the  outstanding  shares of  capital  stock of the
Company or any other  change in the  authorized  capitalization  of the Company,
except as contemplated in this Agreement; or

                  (g)     entering into any commitment (contingent or otherwise)
to do any of the foregoing.

         2.9 Litigation. Except as otherwise set forth on Schedule 2.9, there is
no litigation or governmental  proceeding or  investigation  pending  including,
without  limitation,   proceedings,   investigations,  or  arbitrations  by  the
Commission,  the National Association of Securities Dealers, Inc. ("NASD"),  any
stock  exchanges,  other  self-regulatory   organizations  or  state  securities
commissions  or the National  Securities  Clearing  Corporation,  the Depository
Trust Company or any other clearing agency, or, to the Knowledge of the Company,
threatened,  against  the  Company or any  Principal  Subsidiary  if  determined
adversely  to the  Company  or any of its  Principal  Subsidiaries  would have a
Material  Adverse  Effect  or  prevent  the  consummation  of  the  transactions
contemplated by this Agreement.

         2.10  Compliance with Laws and Other  Instruments.  The Company and its
Principal  Subsidiaries  are in compliance in all material  respects with all of
the  provisions of this  Agreement and of its charter and by-laws,  and,  except
where such  non-compliance  would not have a Material  Adverse Effect,  with the
provisions of each  mortgage,  indenture,  lease,  license,  other  agreement or
instrument,  and each judgment,  decree, judicial order, statute, and regulation
(whether issued under domestic,  foreign or  international  law) by which any of
them is bound or to which any of them or any of their respective  properties are
subject,  including,  without  limitation,  the NASD, any stock  exchanges,  the
National Securities Clearing Corporation,  the Depository Trust Company, and any
other clearing agency,  which apply to the conduct of its business.  Neither the
execution, delivery or performance of this Agreement and the Related Agreements,
nor the offer,  issuance,  sale or delivery of the Purchased Shares, the Warrant
or the Warrant Shares upon exercise of the Warrant with or without the giving of
notice or passage of time,  or both,  will  violate,  or result in any  material
breach of, or constitute a material  default under,  or result in the imposition
of any  material  encumbrance  upon any asset of the  Company  or any  Principal
Subsidiary  pursuant  to  any  provision  of the  Company's  or  such  Principal
Subsidiary's charter or by-laws, or any statute,  rule or regulation,  contract,
lease, judgment,  decree or other document or instrument by which the Company or
any  Principal  Subsidiary  is bound or to which the  Company  or any  Principal
Subsidiary  or any of  their  respective  properties  are  subject,  or,  to the
Knowledge of the Company,  will cause the Company or any Principal Subsidiary to
lose the  benefit  of any right or  privilege  it  presently  enjoys  or, to the
Knowledge  of the  Company,  cause any Person who is  expected  to  normally  do
business with the Company or any Principal Subsidiary to discontinue to do so on
the same basis which discontinuance would not have a Material Adverse Effect.

         2.11 Taxes. The Company and each Principal Subsidiary has filed all Tax
returns  (including  statements  of estimated  Taxes owed)  required to be filed
within the  applicable  periods  for such  filings or required  notification  of
extensions  and  has  paid  all  Taxes  required  to be  paid  indicated  by the
applicable Tax return. All Tax liabilities have been adequately  provided for in
the consolidated  financial statements of the Company and its Subsidiaries.  For
the purposes of this  Agreement,  the terms "Tax" and "Taxes"  shall include all
federal, state, local and foreign taxes, including income, franchise,  property,
sales, withholding, payroll and employment taxes.

         2.12 Intellectual Property;  Proprietary Rights; Employee Restrictions.
For purposes of this Agreement,  "Intellectual  Property  Rights" shall mean all
registered  copyrights,  copyright  registrations  and  copyright  applications,
trademark  registrations and applications for  registration,  patents and patent
applications,  trademarks,  service marks, trade names and Internet domain names
that  are  used by the  Company  in the  Company's  business  or by a  Principal
Subsidiary  in its  business as  presently  conducted,  together  with all other
intellectual  property  rights owned by the Company  and/or any of its Principal
Subsidiaries  and used in  connection  with its business  and (i) all  licenses,
assignments and releases of  intellectual  property rights of others in material
works embodied in the Company's or any Principal Subsidiary's products, (ii) any
and all intellectual property rights, licenses, databases, computer programs and
other computer  software user  interfaces,  know-how,  trade  secrets,  customer
lists, proprietary technology, processes and formulae, source code, object code,
algorithms,  architecture,  structure,  display  screens,  layouts,  development
tools,  instructions,  templates and marketing materials created by or on behalf
of the Company or any Principal Subsidiary,  and (iii) inventions,  trade dress,
logos  and  designs  created  by or on behalf of the  Company  or any  Principal
Subsidiary.  The Company and each of its Principal  Subsidiaries  own or possess
all  requisite  licenses or other  rights to use all the  Intellectual  Property
Rights in order to conduct  their  business as  conducted  and as proposed to be
conducted  where the lack of any such license or right would not have a Material
Adverse Effect.  The present business  activities or products of the Company and
any of its Principal  Subsidiaries do not materially  infringe any  Intellectual
Property Rights of others,  which infringement would not have a Material Adverse
Effect.

         2.13 Agreements of Directors,  Officers and Employees. To the Knowledge
of the Company, no director, officer or employee of or consultant to the Company
or any  Principal  Subsidiary  is in  violation  of any terms of any  employment
contract, non-competition agreement, non-disclosure agreement, patent disclosure
or assignment  agreement or other contract or agreement  containing  restrictive
covenants  relating  to the right of any such  director,  officer,  employee  or
consultant to be employed or engaged by the Company or such Principal Subsidiary
because of the nature of the  business  conducted or proposed to be conducted by
the  Company  or such  Principal  Subsidiary,  or  relating  to the use of trade
secrets or proprietary information of others.

         2.14 Governmental and Industrial Approvals. The Company and each of its
Principal Subsidiaries has all material permits,  licenses,  orders,  franchises
and  other  rights  and  privileges  of all  federal,  state,  local or  foreign
governmental or regulatory  bodies  necessary for the Company and such Principal
Subsidiaries to conduct their  respective  businesses as presently  conducted in
all  material  respects.  Except  when the  failure  would  result in a Material
Adverse Effect, all such permits,  licenses, orders, franchises and other rights
and  privileges  are in full  force and  effect  and,  to the  Knowledge  of the
Company, no suspension or cancellation of any of them is threatened, and none of
such permits,  licenses,  orders, franchises or other rights and privileges will
be  affected  by the  consummation  of the  transactions  contemplated  in  this
Agreement and the Related Agreements.

         Each of the Principal  Subsidiaries is registered a broker-dealer  with
the Commission, is a duly qualified member of the NASD, and is duly qualified or
registered as a broker-dealer  in each  jurisdiction  where the failure to be so
qualified  or  registered  could have a Material  Adverse  Effect.  Neither  the
Company nor the Principal Subsidiaries is required to be registered or qualified
as a broker-dealer  with the Commission or in any jurisdiction where the failure
to be so  registered  or qualified  would result in a Material  Adverse  Effect.
Except as set forth on  Schedule  2.14,  and  except for  registrations  already
applied for, the applications for which are being diligently prosecuted, neither
the  Company  nor  the  Principal   Subsidiaries   is  required  to  obtain  any
registration as an investment  advisor,  a broker or dealer, a commodity trading
advisor, a commodity pool operator, a future commission merchant, an introducing
broker,  an insurance  agent, a sales person or in any similar capacity with the
Commission,  the NASD,  the Commodity  Future Trading  Commission,  any clearing
agency,  the securities  commission of any  jurisdiction or any  self-regulatory
organization, that has not already been obtained.

         2.15     Intentionally Omitted .


         2.16 Contracts and Commitments.  All of the contracts of the Company or
any of its  Principal  Subsidiaries  which  are in  effect  on the  date of this
Agreement  and that are required to be  described in the SEC  Documents or to be
filed as  exhibits  thereto  prior to the date hereof are  described  in the SEC
Documents filed prior to the date hereof or filed as exhibits thereto and are in
full  force and  effect,  except  where such  failure  would not have a Material
Adverse  Effect.  True and  complete  copies  of all such  contracts  which  are
currently  in effect have been made  available  to the  Purchaser.  All material
contracts to which the Company or its Principal  Subsidiaries  are parties on or
prior to the date hereof  which will be required to be  described or filed as an
Exhibit in the SEC Documents required to be filed following the date hereof have
been  provided to the  Purchaser or are listed on Schedule  2.16 and are in full
force and effect. Neither the Company nor any of its Principal Subsidiaries nor,
to the Knowledge of the Company,  any other party is in material breach of or in
default under any such contract.

         2.17  Employee  Matters.  The Company is in  compliance in all material
respects  with all currently  applicable  provisions  of ERISA;  no  "reportable
event" (as defined in ERISA) has occurred with respect to any "pension plan" (as
defined in ERISA) for which the Company  would have any  liability;  the Company
has not  incurred and does not expect to incur  liability  under (i) Title IV of
ERISA with respect to  termination  of, or withdrawal  from, any pension plan or
(ii)  Sections  412 or 4971 of the  Code;  and each  pension  plan for which the
Company would have any liability that is intended to be qualified  under Section
401(a) of the Code is so  qualified  in all  material  respects  and nothing has
occurred,  whether by action or by failure to act, which would cause the loss of
such qualification.

         2.18 No Brokers or Finders.  Except as set forth on Schedule  2.18,  no
person has or will have, as a result of the  transactions  contemplated  by this
Agreement,  any right, interest or claim against or upon the Company, any of its
Principal  Subsidiaries  or the  Purchasers  for any  commission,  fee or  other
compensation as a finder or broker because of any act or omission by the Company
or any of its Principal Subsidiaries.

         2.19 Transactions with Affiliates.  There are no loans, leases or other
agreements, understandings or continuing transactions between the Company or any
Principal Subsidiary on the one hand, and any officer or director of the Company
or any  Principal  Subsidiary  or any person owning five percent (5%) or more of
the Common Stock of the Company or any respective  family member or affiliate of
such officer,  director or shareholder on the other hand,  which are required to
be disclosed in the SEC Documents and which are not so disclosed.

         2.20  Assumptions,  Guarantees,  etc. of Indebtedness of Other Persons.
Except as set forth on Schedule  2.20 and other than in the  ordinary  course of
its  business,  neither the Company nor any  Principal  Subsidiary  has assumed,
guaranteed,  endorsed or otherwise become directly or contingently  liable on or
for any indebtedness of any other Person,  except a Subsidiary and guarantees by
endorsement of negotiable instruments for deposit or collection.

         2.21     Intentionally Omitted.


         2.22     Investment Company Act.  The Company is not an "investment
company," or a company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended.

         2.23  Disclosures.  Neither this Agreement,  any Schedule or Exhibit to
this  Agreement,  the Related  Agreements  contains  any untrue  statement  of a
material fact by the Company or omits a material fact required to be provided by
the  Company in  response  to the  requirements  of this  Agreement  or any such
Schedule or Exhibit to make the statements  made herein or therein,  in light of
the circumstances in which made, not misleading.

                                   ARTICLE III

                      AFFIRMATIVE COVENANTS OF THE COMPANY

         Without limiting any other covenants and provisions hereof, the Company
covenants and agrees that it will observe the  following  covenants on and after
the date hereof,  and for so long as either  Purchaser hold any shares of Common
Stock, except for the covenant set forth in Section 3.2:

         3.1      Intentionally Omitted.


         3.2 Board of Directors. The Company shall use its best efforts to cause
the election of, and to thereafter  continue in office until such time as either
of the  Purchasers  sells any of the Purchased  Shares or the Warrant  Shares or
transfers the Warrant  (except as otherwise  provided for in the  Warrant),  the
Purchaser  Representative  (as  defined  below)  as a  member  of its  Board  of
Directors  including,  without  limitation,  recommending  for  election  of the
Purchase  Representative  at  a  meeting  of  the  Company's  stockholders.  The
Purchaser  Representative  will  be  nominated  by  the  Purchasers,  and  shall
initially be Russell C. Horowitz. The Restated Certificate of Incorporation,  as
amended (and all subsequent  amendments and restatements thereof) 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 will enter into a mutually acceptable indemnity agreement
with the  Purchaser  Representative  similar  in all  material  respects  to the
agreement  that the Company has with its other  directors  as of the date hereof
and will be amended in a manner  similar to any favorable  amendment of any such
other agreement.  The Company shall reimburse the Purchaser  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.  A
vacancy in the directorship to be occupied by the Purchaser Representative shall
be filled only by a nominee of the Purchasers who must be appointed by the Board
of  Directors  in  accordance  with the By-laws of the  Company.  The  Purchaser
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.

         3.3 The Company SEC  Documents.  The Company shall continue to file all
reports in accordance  with Section 13(a) and 15(d) of the Exchange Act with the
Commission in order to maintain its eligibility to register Purchased Shares and
the Warrant Shares on Form S-3 (or any successor form thereto) and to permit the
Purchaser to sell the Purchased  Shares and the Warrant Shares pursuant to Rules
144 and 144A under the Securities  Act. After the Closing Date, the Company will
file with the  Commission  SEC  Documents  and any other such  reports and other
materials  required to be filed by the Company under the federal securities laws
on a timely basis.

                                   ARTICLE IV

                           INVESTMENT REPRESENTATIONS

         4.1 Representations and Warranties.  Each Purchaser,  severally and not
jointly,  hereby  represents  and  warrants to the  Company,  understanding  and
agreeing that the Company is entering into this Agreement in part in reliance on
such representations and warranties, as follows:

                  (a)     Such  Purchaser is an  "Accredited  Investor" as that
term is defined in Rule 501(a) of Regulation D promulgated under the Act;

                  (b)     Such  Purchaser  is  a  corporation  duly  organized,
validly  existing and in good standing under the laws of the jurisdiction of its
incorporation  and has all  requisite  corporate  power and authority to own its
properties  and to carry on its business as presently  conducted in all material
respects.  Such  Purchaser is duly  authorized to execute this Agreement and the
Related  Agreements,  and assuming due  execution and delivery by the Company of
the  Agreement  and the  Related  Agreements,  this  Agreement  and the  Related
Agreements  to which  such  Purchaser  is a party  constitute  legal,  valid and
binding  obligations of such  Purchaser,  enforceable  against such Purchaser in
accordance with their respective terms,  except that the  enforceability  hereof
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.

                  (c)     Such  Purchaser  has been advised by the Company that
the  Purchased  Shares,  the  Warrant  and the  Warrant  Shares  have  not  been
registered under the Act, that the Purchased Shares, the Warrant and the Warrant
Shares  will be issued  on the  basis of the  statutory  exemption  provided  by
Section  4(2)  of the Act or  Regulation  D  promulgated  thereunder,  or  both,
relating to  transactions  by an issuer not  involving  any public  offering and
under  similar  exemptions  under  certain  state  securities  laws,  that  this
transaction  has not been  reviewed by, passed on or submitted to any federal or
state agency or self-regulatory  organization where an exemption is being relied
upon,  and that  the  Company's  reliance  thereon  is  based  in part  upon the
representations  made  by  such  Purchaser  in this  Agreement  and the  Related
Agreements. Such Purchaser acknowledges that it has been informed by the Company
of, or is otherwise familiar with, the nature of the limitations  imposed by the
Act and the rules and regulations thereunder on the transfer of securities;

                  (d)     Such Purchaser is purchasing the Purchased Shares and
is being granted the Warrant for  investment  purposes,  for its own account and
not with a view to, or for sale in connection with, any distribution  thereof in
violation  of  federal  or state  securities  laws and it has had access to such
financial and other  information  and has been afforded the  opportunity  to ask
such questions of representatives of the Company and receive answers thereto, as
it deems necessary in connection  with the purchase of the Purchased  Shares and
the Warrant;

                  (e)     By  reason of its business or  financial  experience,
such  Purchaser has the capacity to protect its own interest in connection  with
the transactions contemplated hereunder;

                  (f)     No  Person  has or  will  have,  as a  result  of the
transaction contemplated by this Agreement, any right, interest or claim against
or upon such Purchaser,  the Company,  or any of its Principal  Subsidiaries for
any commission,  fee or other  compensation as a finder or broker because of any
act or omission by such Purchaser;

                  (g)     Such  Purchaser understands that an investment in the
Purchase  Shares and the Warrant bears a high degree of risk and represents that
it has such knowledge and  experience in financial and business  matters that it
is capable of evaluating the merits and risks of purchasing the Purchased Shares
and the Warrant and is able to bear the economic risk of its  investment  for an
indefinite period of time;

                  (h)      The principal  executive  offices of such  Purchaser
are located in the State of Washington; (i)......No material consent, approval,
license or  authorization  of, or  designation,  declaration or filing with, any
court  or  governmental  authority  is or will be  required  on the part of such
Purchaser in connection  with the  execution,  delivery and  performance by such
Purchaser  of this  Agreement or any of the Related  Agreements,  except for (i)
those  which  have  already  been  made  or  granted  and  (ii)  the  filing  of
registration  statements with the Commission and any applicable state securities
commission,  (iii) the listing of the Purchased Shares and the Warrant Shares on
the New York Stock Exchange and (iv) the filings under the HSR Act  contemplated
by Section 9.15 herein; and

                  (j)     Such  Purchaser does not  beneficially own any shares
of  capital  stock  of the  Company  which is  defined  in Rule  13(d)(3)  under
Securities Exchange Act of 1934, as amended (the "Exchange Act").

         4.2   Permitted   Sales;   Legends.   Notwithstanding   the   foregoing
representations,  the Company agrees that it will permit (i) a  distribution  of
Purchased  Shares and the Warrant  Shares by a  Purchaser  to one or more of its
affiliates,  if the  transferee  agrees in  writing  to be  subject to the terms
hereof to the same extent as if it were an original purchaser hereunder and (ii)
a sale or other  transfer of any of the Purchased  Shares and the Warrant Shares
if in  either  event  such  transaction  or  distribution  is  exempt  from  the
registration  requirements  of,  or  is  covered  by an  effective  registration
statement under, the Act and applicable state securities or "blue-sky" laws, and
if  requested,  the  Purchaser  has  provided  an opinion  of counsel  that such
transfer is exempt from the  registration  requirements of the Securities Act of
1933, as amended.  The  certificates  representing  the Purchased Shares and the
Warrant  Shares  shall bear a legend  evidencing  such  restriction  on transfer
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 be  effected  without  an  effective  registration
                  statement   or  an  opinion  of   counsel   for  the   Holder,
                  satisfactory  to the Company,  that such  registration  is not
                  required  under the Act and any  applicable  state  securities
                  laws. The shares  represented by this  certificate are subject
                  to certain Standstill and Transfer Restriction  provisions set
                  forth in that  certain  Securities  Purchase  Agreement  dated
                  February 5, 2000 among the  Company,  Go2Net,  Inc. and Vulcan
                  Ventures  Incorporated,  a copy of which may be obtained  from
                  the Secretary of the Company at its principal offices"

                                    ARTICLE V

         5.1 Effect of Conditions.  The obligation of the Purchasers to purchase
and pay for the Purchased  Shares and the Warrant at the Closing,  if any, shall
be subject  at their  election  to the  satisfaction  of each of the  conditions
stated in the following Sections of this Article V.

         5.2 Representations and Warranties.  The representations and warranties
of the Company contained in this Agreement shall be true and correct on the date
of the Closing, and the Purchasers shall have received a certificate dated as of
such Closing and signed on behalf of the Company to that effect.

         5.3 Performance. The Company shall have performed and complied with all
of the agreements, covenants and conditions contained in this Agreement required
to be  performed  or  complied  with by it at or prior to the  Closing,  and the
Purchasers shall have received a certificate dated as of such Closing and signed
on behalf of the Company to that effect.

         5.4      Board Election.  Concurrently with the Closing, the Purchaser
Representative shall have been appointed as a Director of the Board of Directors
of the Company.

         5.5      Opinion of Counsel.  The Purchasers shall have received an
opinion, dated the date of the Closing, from Gibbons, Del Deo, Dolan, Griffinger
& Vecchione, P.C., counsel to the Company, in the form attached hereto as
Exhibit B, and an opinion from Frank E. Lawatch, Jr., Executive Vice President,
Secretary and General Counsel of the Company, in the form attached hereto as
Exhibit C.

         5.6 Certified  Documents,  etc.  Counsel for the Purchasers  shall have
received a copy of the  Company's  Restated  Certificate  of  Incorporation,  as
amended, certified by the Secretary of State of the State of Delaware and copies
of the  Company's  by-laws  certified by its  Secretary,  as well as any and all
other  documents,  including  certificates as to votes adopted and incumbency of
officers and certificates from appropriate authorities as to the legal existence
and good  standing  of the  Company and its  Principal  Subsidiaries,  which the
Purchaser or their counsel may reasonably request.

         5.7 No Material  Adverse Change.  No Material Adverse Effect shall have
occurred  since the date of this  Agreement,  and there shall have been no other
changes in the business, properties, assets, condition (financial or otherwise),
management or prospects of the Company or any of its Principal Subsidiaries that
would have a Material Adverse Effect.

         5.8 Warrant . A Warrant in the form of Exhibit A attached  hereto shall
have been executed by the Company in the name of each of the Purchasers .

         5.9 Co-Branding and Marketing  Agreement.  The Company and Go2Net shall
have executed the Co-Branding  and Marketing  Agreement in the form of Exhibit D
attached hereto.

         5.10     Registration Rights Agreement.  The Company and the Purchasers
shall have executed the Registration Rights Agreement in the form of Exhibit E
attached hereto.

         5.11 Consents and Waivers. The Company shall have obtained all consents
or waivers necessary to execute this Agreement and the other Related Agreements,
to issue the Purchased  Shares,  and to carry out the transactions  contemplated
hereby and thereby.  All  corporate  and other action and  governmental  filings
necessary to effectuate the terms of this Agreement, the Related Agreements, the
Purchased Shares and other agreements and instruments  executed and delivered by
the Company in connection  herewith  shall have been made or taken by it, except
the filing of Form D with the Commission.

         5.12     Common Stock Certificates.  The Company shall have delivered a
stock certificate to each Purchaser representing the portion of the Purchased
Shares to be purchased by such Purchaser.

         5.13     Vulcan Side Letter.  Vulcan and the Company shall have
executed that certain side letter in the form of Exhibit F attached hereto (the
"Vulcan Side Letter").

                                   ARTICLE VI

                     CONDITIONS OF THE COMPANY'S OBLIGATION

         6.1  Effect  of  Conditions.  The  Company's  obligation  to  sell  the
Purchased  Shares and to issue the Warrant  shall be subject at its  election to
the satisfaction of each of the conditions  stated in the following  Sections of
this Article VI.

         6.2  Representations and Warranties;  Performance.  The representations
and warranties of each Purchaser  contained in this Agreement  shall be true and
correct on the date of the Closing with the same effect as though made on and as
of that date and, with respect to the Company's  obligation to issue and deliver
Purchased  Shares and the Warrant of each  Purchaser,  each Purchaser shall have
tendered  payment  for the  Purchased  Shares and the  Warrant at the Closing in
accordance with Section 1.3 hereof.

         6.3 Co-Branding and Marketing  Agreement.  The Company and Go2Net shall
have executed the Co-Branding  and Marketing  Agreement in the form of Exhibit D
attached hereto.

         6.4      Registration Rights Agreement.  The Company and the Purchasers
shall have executed the Registration Rights Agreement in the form of Exhibit E
attached hereto.

         6.5 Consideration for the Shares. The Purchasers shall pay the purchase
price of the Purchased  Shares in full at the Closing either by check or by wire
transfer to an account designated in writing by the Company.

         6.6 Consents and Waivers.  The Company shall have obtained the consents
or waivers set forth on Schedule 6.6 attached  hereto  necessary to execute this
Agreement and the Related Agreements, to issue the Purchased Shares, the Warrant
and the Warrant Shares and to carry out the transactions contemplated hereby and
thereby by it. All corporate and other action and governmental filings necessary
to effectuate the terms of this Agreement, the Related Agreements, the Purchased
Shares,  the Warrant and the Warrant Shares and other agreements and instruments
executed and  delivered by the Company in  connection  herewith  shall have been
made or taken by it, except the filing of Form D with the Commission.

         6.7      Vulcan Side Letter.  The Company and Vulcan shall have
executed the Vulcan Side Letter in the form of Exhibit F attached hereto.

         6.8 Warrant . The Company shall have  executed the Warrant  Certificate
in the form of Exhibit A attached hereto for each of the Purchasers.

                                   ARTICLE VII

                              STANDSTILL AGREEMENT

         7.1 Except for the  Purchased  Shares and as  permitted by this Article
VII, each Purchaser  agrees that until the earlier of (i) the third  anniversary
of the date of this  Agreement  or (ii) the  termination  or  expiration  of the
Co-Branding and Marketing  Agreement,  without the prior consent of the Board of
Directors of the Company, it will not at any time, nor will it permit any of its
subsidiaries  or Affiliates to, acquire  directly or indirectly,  by purchase or
otherwise,  record ownership or beneficial ownership (within the meaning of Rule
13d-3 under the Exchange Act ) of any voting  securities  of the Company  (other
than the Purchased  Shares,  the Warrant and the Warrant  Shares),  or rights or
options to acquire, or securities convertible into or exchangeable for, any such
voting  securities  (together  with the  Purchased  Shares,  the Warrant and the
Warrant Shares if the acquisition of such voting  securities would result in the
Purchasers together  beneficially owning more than ten percent (10%) of the then
outstanding  voting securities of the Company (such voting securities other than
the  Purchased  Shares,  the Warrant and the Warrant  Shares),  and such rights,
options and  convertible or  exchangeable  securities  (other than the Warrant),
being  herein  defined as "Other  Securities");  provided  that the term  "Other
Securities" shall not include any voting securities of the Company or any rights
or options to acquire,  or securities  convertible into or exchangeable for, any
such voting securities including, without limitation, the Warrant Shares), which
a  Purchaser  may  acquire  as a result of any  distribution  by the  Company to
holders of its capital stock  generally and such  Purchaser  receives such Other
Securities solely in its capacity as a holder of capital stock of the Company.

         7.2 If at any time the  Purchasers  are the record owners or beneficial
owners in the  aggregate of capital stock of the Company in violation of Section
7.1 above, such Other Securities, shall be deemed to be "Prohibited Securities."
Each Purchaser  agrees that neither it nor any of its subsidiaries or Affiliates
shall  (and  neither  it nor any of its  subsidiaries  or  Affiliates  shall  be
entitled to) vote any Prohibited  Securities  with respect to any matter subject
to the vote or written consent of the Company's stockholders, and the Purchasers
shall divest  themselves of record and  beneficial  ownership of the  Prohibited
Shares as promptly as reasonably  possible  provided that such divestiture shall
not cause a Purchaser to be liable to the Company  pursuant to Section  16(b) of
the Exchange Act, or result in violation by the Company,  any of the  Purchasers
or any of its subsidiaries or Affiliates of Section 5 or 17(a) of the Securities
Act, or Section 10(b) of the Exchange Act or Rule 10b-5 thereunder.

         7.3 The Purchasers  agree that,  without the prior consent of the Board
of  Directors  of the  Company,  neither  of them will at any  time,  nor will a
Purchaser  permit any subsidiaries or Affiliates to: (a) solicit proxies to vote
any  securities  of the  Company  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;  (b) 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; or (c)
take any action  individually or jointly with any Person or group, or assist any
Person or group in taking any action, which it could not take individually under
the terms of this section.

         7.4 The preceding provisions in this Article VII shall terminate in the
event that the Board of  Directors  of the  Company  shall (i)  approve a tender
offer for a majority  of the  outstanding  capital  stock of the  Company;  (ii)
liquidate  the  Company  or sell all or  substantially  all of the assets of the
Company  to  another  Person;  (iii)  approve a merger or  consolidation  of the
Company with any other Person that would result in the voting  securities of the
Company outstanding  immediately prior thereto representing less than a majority
of the voting  power to elect a majority  of the board of  directors  or similar
body of the Person  surviving such merger or resulting from such  consolidation,
or (iv) sell or otherwise  issue to any person voting  securities of the Company
having a majority of the combined  Voting Power of the voting  securities of the
Company  where Voting Power means the power to vote in the election of directors
generally.

         7.5 In the event of any action by the Board of Directors of the Company
described in the Section 7.4, the Company  shall notify each  Purchaser at least
fifteen (15) days prior to the final  approval of such  transaction.  All of the
provisions of this subsection  shall be reinstated and shall apply in full force
according to their terms in the event that:  (x) if the preceding  provisions of
this Article  shall have  terminated  as a result of a tender offer under clause
7.4(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 any Purchaser or any of
its subsidiaries or Affiliates that would have been permitted pursuant to clause
7.4(i) as a result of such third-party tender offer; (y) any tender offer by any
Purchaser or any of its  subsidiaries  or Affiliates (as  originally  made or as
extended or modified)  that was permitted to be made pursuant to clause  7.4(ii)
through  (iv) shall have  terminated  (without  any  securities  being  accepted
thereunder  for  purchase);  or (z) if the preceding  provisions of this Article
shall have  terminated as a result of clause 7.4(ii)  through (iv), the Board of
Directors  of the  Company  shall have  determined  to  rescind  or abandon  the
previous  action  described in clause  7.4(ii)  through (iv) (and no such action
shall have closed).  Upon  reinstatement  of the provisions of this Article VII,
the  preceding  provisions  of  this  Article  VII  shall  continue  to  govern,
including,  without  limitations,  those that provide for the termination of the
preceding  provisions  of this  Article  VII in the event that any of the events
described in clause 7.4 shall occur.

         7.6 This Article VII shall not be applicable  to any  Purchased  Shares
and/or  Warrant  Shares  sold  by a  Purchaser  or an  Affiliate  pursuant  to a
registration  statement  filed by the Company or under the  Securities  Act , or
Rule 144.

                                  ARTICLE VIII

                               CERTAIN DEFINITIONS

         As used in this 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):

         "Affiliate" means when used with respect to any Person, such Person is,
directly or indirectly, the beneficial owner of more than fifty percent (50%) of
the  voting   securities  or  any  other  voting   interest  of  a  corporation,
partnership,  limited partnership,  limited liability company, trust or business
trust (as the case may be).

         "Agreement"  means this Securities  Purchase  Agreement as from time to
time amended and in effect between the parties.

         "Change  of  Control"  means  (i) any  merger or  consolidation  of the
Company which the stockholders of the Company  immediately  prior to such merger
or consolidation own less than fifty percent (50%) of the surviving entity, (ii)
any sale, assignment,  transfer or other disposition of the all or substantially
all of the assets 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 such 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 of the
Company,  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 of Commission under the
Exchange Act fifty  percent  (50%) or more of the voting power at elections  for
the Board of Directors of the Company; provided, however the foregoing shall not
apply to the grant of proxy voting rights to a Person designated by the Board of
Directors of the Company in connection  with any meeting of  stockholders of the
Company.

          "Closing"  and "Closing  Date" shall the meanings set forth in Section
1.3.

         "Co-Branding and Marketing  Agreement" shall have the meaning set forth
in Section 5.8.

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

         "Commission" shall have the meaning set forth in Section 2.3.

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

         "Company" means and shall include National Discount Brokers Group, Inc.
, a Delaware corporation, its predecessors,successors and assigns.

         "Encumbrances"  means 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 have the meaning set forth in Section 2.17.

         "Exchange Act" shall have the meaning set forth in Section 4.1(j).

         "Financial Statements" shall have the meaning set forth in Section 2.6.

         "GAAP" means generally accepted accounting  principles 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  accounting
profession,  which  are  applicable  to  the  circumstances  as of the  date  of
determination.

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

         "Intellectual  Property  Rights"  shall have the  meaning  set forth in
Section 2.12.

         "Knowledge"  means  the  actually  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 each
Principal Subsidiary.

         "Kontos  Shares"  means and  includes all shares of Common Stock now or
hereinafter  owned directly by Arthur Kontos and shares of Common Stock issuable
to Mr.  Kontos upon the exercise of then vested and  exercisable  stock  options
granted by the  Company,  excluding  for this purpose all shares of Common Stock
owned by the Arthur  Kontos  Foundation,  by limited  partnerships  of which Mr.
Kontos is general partner and Mr. Kontos' children are the sole limited partners
and shares of Common Stock held in voting trust agreement with his former wife.
         "Lien" means,  with respect to any asset, 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   conditions,   or   financial   prospects  of  the  Company  and  its
Subsidiaries, taken as a whole, and shall exclude and not give effect to events,
circumstances,  or conditions  effecting the economy of the United  States,  the
securities markets or the brokerage or market making industries generally.

         "Permitted Transfer" shall have the meaning set forth in Section 9.17.

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

         "Principal Subsidiaries" means National Discount Brokers Corporation,
Sherwood Securities Corp. and SHD Corp., and their respective successors and
assigns.

         "Purchaser" shall mean either Go2Net or Vulcan.

         "Purchasers" shall mean Go2Net and Vulcan.

         "Purchased Shares" shall have the meaning set forth in Section 1.1.

         "Registration Rights Agreement" shall have the meaning set forth in the
preamble.

         "Related Agreements" shall have the meaning set forth in Section 2.2.

         "SEC Documents" means 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" shall have the meaning set forth in Section 2.4(c).

         "Subsidiary" or  "Subsidiaries"  means 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  shares  of  every  class  of  such
corporation or trust other than directors' qualifying shares.

         "Tax" and "Taxes" shall have the meaning set forth in Section 2.11.

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

         "Vulcan Side Letter" shall have the meaning set forth in Section 5.13.

         "Warrant" shall have the meaning set forth in Section 1.2.

          "Warrant Shares" shall have the meaning set forth in Section 1.2.

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1  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 of the transactions  contemplated hereby for a period of two (2)
years, other than the  representations  and warranties of each Purchaser made in
Section 4.1 (a),  (c), (e) and (g),  which shall survive until such time as such
Purchaser  who made the  representations  and  warranties  no longer  holder any
Purchased Shares.

         9.2 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 assigns of the parties hereto  (including  permitted
transferees of any of the Purchased Shares).

         9.3      Intentionally Omitted.

         9.4 Amendments  and Waivers.  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 the  Purchasers.  This  Agreement  (including  the
Schedules  and  Exhibits  annexed  hereto,  which are an  integral  part of this
Agreement)  constitutes  the full and  complete  agreement  of the parties  with
respect to the subject matter hereof.

         9.5 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 the Purchaser at the
address set forth below or to such other  address as may be furnished in writing
to the other parties 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

Go2Net:                    Go2Net, Inc.
                           999 Third Avenue
                           Seattle, WA 98104
                           Attention:  General Counsel
                           Tel: (206) 447-1595
                           Fax: (206) 447-1625
                           E-mail: ez@Go2net.com

with copy to:              Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                           101 Federal Street
                           Boston, Massachusetts  02110
                           Attention: Francis J. Feeney, Jr., Esq.
                           Tel: (617) 951-6600
                           Fax: (617) 951-1295
                           E-mail: fjf@hutch.com

Vulcan:                    Vulcan Ventures Incorporated
                           110 110th Avenue, N.E., Suite 550
                           Bellevue, Washington 98004
                           Attention: Diane Daggatt
                           Fax:  (425) 453-1540
                           E-mail: dianeda@vnw.com

with a copy to:            Cooley, Godward LLP
                           5200 Carillon Point
                           Kirkland, Washington 98033-7356
                           Attention:  Christopher Wright, Esq.
                           Fax:  (425) 893-7777
                           E-mail:  cwwright@cooley.com

         All such notices,  request,  demands, consents and other communications
shall be deemed to have been duly given or sent two (2) days  following the date
on which  mailed,  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.

         9.6      Expenses.  Each party hereto will pay its own expenses in
connection with the transactions contemplated hereby.

         9.7 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.

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

         9.9   Adjustments.   All   provisions  of  this   Agreement   shall  be
automatically adjusted to reflect any stock dividend,  stock split or other such
form of recapitalization.

         9.10 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 General  Corporation Law of the
State of  Delaware,  without  giving  effect to  principles  of conflicts of law
thereunder.  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  Federal or state  courts
sitting  in  Delaware  and any court to which an appeal may be taken in any such
litigation,  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,   generally   and
unconditionally,  the  jurisdiction  of the aforesaid  courts,  and  irrevocably
waives any and all rights such party may now or hereafter have to object to such
jurisdiction.

         9.11  Assignment.  The Purchasers  have the right to assign or transfer
any of its  rights  pursuant  to  this  Agreement  in  connection  with  (and in
proportion  to) its  transfer of  securities  purchased  hereunder to any of its
affiliates. The Company may not assign or transfer any of its rights pursuant to
this Agreement  unless the Company first obtains the express  written consent of
the Purchasers.

         9.12     Intentionally Omitted.


         9.13  Waiver of Jury  Trial.  Each of the  Company,  Go2Net  and Vulcan
hereby  expressly  waives its respective  rights to a jury trial of any claim or
cause of action based upon or arising out of this  agreement,  any other related
agreements or any dealings  between them relating to the subject  matter of this
agreement.  The  Company  and the  Purchasers  also  waive 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 transaction,  including without limitation, contract claims, tort
claims,  breach of duty claims,  and all other common law and statutory  claims.
The Company and the  Purchasers  further  warrant  and  represent  that each 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  either orally or in amendments,  renewals,
supplements or modifications to this agreement,  any other related  agreement or
the purchased shares. In the event of litigation, this agreement may be filed as
a written consent to a trial (without a jury) by the court.

         9.14 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.

         9.15 HSR Act. On or before the date of the exercise of the Warrant, all
required   filings  (if  necessary)   under  the   Hart-Scott-Rodino   Antitrust
Improvements Act of 1976, as amended (the "HSR Act") shall have been made by the
parties  required to do so, and any waiting  period (and any extension  thereof)
under the HSR Act, applicable to the transactions contemplated hereby shall have
expired or shall have  terminated  and neither  the  Company nor the  Purchasers
shall be  subject to any  injunction  or  temporary  restraining  order  against
consummation of the transactions contemplated hereby.

         9.16 Right of First Refusal.  If a Purchaser proposes to sell, transfer
or assign any of its Purchased Shares or Warrant Shares on or before February 4,
2001 then prior to such sale, transfer or assignment,  such Purchaser shall give
written notice to the Company of such transfer,  sale or assignment for purposes
of offering the Company the  opportunity  to purchase  such  Purchase  Shares or
Warrant  Shares on the same terms and  conditions  as set forth in such offer to
purchase (the  "Notice").  The Notice shall  describe in  reasonable  detail the
proposed  transfer  including:   (i)  the  number  of  Purchased  Shares  to  be
transferred,  (ii) the nature of such Transfer, and (iii) if such transfer is to
be done by a private  placement  then the name and  address of each  prospective
purchaser  or  transferee  and the  consideration  to be paid for the  Purchased
Shares.  If the  Purchaser  desires to sell any of the  Purchased  Shares to the
public  either  pursuant to a  registration  statement  filed with and  declared
effective by the Commission under the Securities Act as amended,  Rule 144, then
the applicable price per share shall be the closing price of the Common Stock on
the New York Stock Exchange on the date of the Notice.  In the event that within
one (1) business day following  its receipt of the Notice,  the Company does not
notify the Purchaser in writing of its desire to purchase all, but not less than
all, of such  Purchased  Shares on the same terms and conditions as set forth in
the Notice, then such Purchaser may sell the Purchased Shares. The Company shall
effect the purchase of the Purchased  Shares,  including payment of the purchase
price,  not more than one (1) business  day after  delivery of its notice to the
Purchaser that it intends to purchase the Purchased Shares, and at such time the
Purchaser  shall  deliver to the Company  the  certificate(s)  representing  the
Purchased Shares to be purchased by the Company, each certificate to be properly
endorsed for transfer.  The  Purchased  Shares so purchased  shall  thereupon be
cancelled and cease to be issued and outstanding  shares of the Company's Common
Stock.  Notwithstanding the foregoing, the right of first refusal of the Company
set forth in this Section 9.16 shall not apply to any Permitted Transfer.

         9.l7.  Transfer  Restrictions.  Each of the Purchasers  shall not sell,
assign or  transfer  all or any portion of the  Purchased  Shares or the Warrant
Shares owned by it other than to (i) an Affiliate  of such  Purchaser,  (ii) the
other  Purchaser  or (iii) an Affiliate  of the other  Purchaser  (a  "Permitted
Transfer"),  except in compliance with this Section 9.17; provided, however that
as a condition to a Permitted Transfer,  the acquirer of the Purchased Shares or
Warrant  Shares shall have agreed to be bound by the provisions of this Section,
Section  9.16 and  Article  VII of this  Agreement  and the  Company  shall have
received an opinion of counsel  competent  in such  matters that the transfer is
exempt from the registration requirements of the Act. During the period from the
date of this Agreement until the first anniversary  thereof, a Purchaser may not
sell,  assign or  transfer  all or any  portion of the  Purchased  Shares or the
Warrant Shares owned by it. During the period  between the first  anniversary of
the  date of this  Agreement  and the  second  anniversary  of the  date of this
Agreement, a Purchaser may sell, assign or transfer up to fifty percent (50%) of
the  Purchased  Shares and 50% of the Warrant  Shares  owned by such  Purchaser.
After the second  anniversary of this Agreement each Purchaser  shall be able to
sell,  assign or transfer all or any portion of its Purchased  Shares or Warrant
Shares without any restrictions.

         Notwithstanding  the foregoing,  the  restrictions set forth above will
not be applicable and a Purchaser  will be able to sell,  assign or transfer all
or any  portion of its  Purchased  Shares or the  Warrant  Shares at any time in
connection with or subsequently to the following: (i) a Change of Control of the
Company;  (ii) a sale,  assignment or transfer of greater than 10% of the Kontos
Shares,  provided  that any such sale,  assignment  or transfer of the Purchased
Shares and  Warrant  Shares by a  Purchaser  in  connection  with any such sale,
assignment or transfer of the Kontos Shares shall not exceed that  percentage of
the Purchased  Shares and Warrant  Shares owned by such Purchaser as is equal to
that percentage of Kontos Shares that has been sold, assigned or transferred and
provided  further that a transfer of Kontos  Shares to the Company in connection
with the exercise of one or more options  granted to Arthur  Kontos or delivered
to the Company by Arthur Kontos to satisfy  withholding taxes or any transfer or
disposition  of Common Stock shall not be deemed a sale,  assignment or transfer
of the Kontos  Shares;  (iii) an offering of more than 100,000  shares of Common
Stock by the Company on the account of a stockholder or stockholders (other than
the Purchasers or their Affiliates),  pursuant to a registration statement under
the Securities Act, as amended, other than a registration statement filed by the
Company at the request of (and only  registering  for sale the shares of ) Peter
R. Kellog and/or any of his  Affiliates  (including  IAT  Reinsurance  Syndicate
Ltd.) or pursuant to a registration  statement on Form S-8 or any successor form
thereto;  or (iv) upon the  termination  or  expiration of the  Co-Branding  and
Marketing Agreement.

                                  * * * * * * *



<PAGE>


                                       S-1


                      NATIONAL DISCOUNT BROKERS GROUP, INC.


                           COUNTERPART SIGNATURE PAGE

         IN WITNESS  WHEREOF,  the  Company and the  Purchaser  have caused this
Agreement to be duly executed and  delivered as an  instrument  under seal as of
the date first above written.

                                           THE COMPANY:

                                           NATIONAL DISCOUNT BROKERS GROUP, INC.


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


                                           PURCHASERS:

                                           GO2NET, INC.


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



                                           VULCAN VENTURES INCORPORATED


                                           By:    /s/ William D. Savoy
                                                  William D. Savoy
                                                  Vice President



<PAGE>

<TABLE>
<CAPTION>

                                  Schedule 1.1


Investors                  Purchased Shares       Purchase Price                  Warrant Shares

<S>                           <C>                    <C>                                <C>
Go2Net, Inc.                  130,000                $3,510,000                         130,000


Vulcan Ventures
Incorporated                  370,000                $9,990,000                         370,000



</TABLE>


<PAGE>


Exhibit 99(b)

National Discount Brokers and Go2Net Enter Into Strategic Alliance
Monday, February 7, 2000 08:08 AM

Vulcan Ventures Inc. and Go2Net to Invest Up To $30 Million in National Discount
Brokers NEW YORK and SEATTLE,  Feb. 7 /PRNewswire/ -- National  Discount Brokers
Corporation/ndb.com,  a leading online brokerage and financial  services company
(http://www.ndb.com/)  and subsidiary of National  Discount Brokers Group,  Inc.
(NYSE: NDB, news, msgs) and Go2Net, Inc. (Nasdaq:  GNET, news, msgs), one of the
Internet's   leading  networks   (http://www.go2net.com/),   today  announced  a
three-year agreement  establishing NDB.com as the exclusive integrated brokerage
service    for    the    Go2Net    Network,     including    Silicon    Investor
(http://www.siliconinvestor.com),  the Web's premier  financial  discussion  and
information site.

In addition,  Go2Net will develop and license to NDB.com a co-branded version of
the Silicon Investor  financial  discussion boards to enable NDB.com's more than
200,000 account holders to view and post messages within NDB.com. As part of the
agreement, Vulcan Ventures Incorporated,  the investment organization of Paul G.
Allen,  and Go2Net have  agreed to  purchase up to one million  shares of common
stock of from National Discount Brokers Group, Inc.

NDB.com is consistently  recognized as one of the Internet's leading brokerages,
having received  highest  overall  ratings from Barron's and Money magazine,  as
well as a listing as one of the Internet's 100 hottest companies by Business 2.0
magazine.

The  agreement  establishes  Silicon  Investor  as the  first  online  financial
discussion site with complete, integrated brokerage capabilities,  complementing
Silicon Investor's  industry-leading community,  financial research,  analytics,
and original  editorial  content  offerings.  It also sets the stage for Silicon
Investor  to extend its  community  membership,  through  the  development  of a
co-branded Silicon Investor discussion forum for National Discount Brokers' more
than 200,000 account holders.

In the coming months,  Silicon  Investor's  more than 250,000 active members and
National Discount Brokers' account holders will experience seamless  integration
between Silicon  Investor's  discussion  threads and National  Discount Brokers'
investment  site. This will allow both Silicon  Investor members and NDB account
holders to more easily  access an array of  real-time  financial  resources  and
investing  tools.  Under the  agreement,  Go2Net will receive an annual  minimum
payment of $7.5 million from NDB.com  during the  three-year  term, of which the
third year is cancelable,  if Go2Net fails to achieve certain performance goals,
in exchange for NDB.com being the exclusive integrated brokerage service for the
Go2Net  Network and  Go2Net's  development  and license of the Silicon  Investor
discussion  boards to NDB.com.  Today's  agreement  also  includes a significant
marketing and promotion component, in which NDB.com will be prominently featured
throughout the Go2Net Network and Silicon Investor.

Vulcan  Ventures  and Go2Net will  purchase  500,000  shares of common  stock of
National  Discount  Brokers  Group  at a  purchase  price of $27 per  share  and
warrants to purchase an additional  500,000 shares of common stock at a purchase
price of $33 per share.  As part of the  agreement,  Go2Net  Chairman  and Chief
Executive  Officer Russell C. Horowitz will join the National  Discount  Brokers
Group Board of Directors.

"Today marks a historic agreement for National Discount Brokers.  It provides us
with access to the robust Go2Net Network,  and in particular,  the sophisticated
membership base of Silicon Investor.  NDB and Silicon Investor represent a solid
fit and we look  forward  to  working  with what is widely  acknowledged  as the
Internet's  leading  provider of financial  discussions and  information,"  said
Dennis Marino, Chairman of National Discount Brokers Corporation. "The agreement
also serves as an  important  endorsement  of NDB and our  business  strategy by
Vulcan Ventures,  which will allow us to take advantage of new opportunities and
possibly expand our services into areas such as broadband."

"This is an important  agreement on many levels, as National Discount Brokers is
exceptionally  well positioned to not only meet the needs of Silicon  Investor's
membership,  but to excel in an online  marketplace  that demands high levels of
quality brokerage services," said Russell C. Horowitz, Go2Net Chairman and Chief
Executive  Officer.  "We're  looking  forward  to working  closely  with them to
leverage the many opportunities ahead."

William Savoy, president of Vulcan Ventures Incorporated,  added: "We're pleased
to add National  Discount Brokers Group to the Vulcan portfolio of companies and
look forward to the possibilities of extending the NDB.com brokerage services to
broadband customers through Broadband Partners, Inc."

Silicon Investor was recently relaunched, integrating the original editorial and
research  content of Go2Net's  StockSite  -- and IQC's  charting  and  analytics
services -- with a new  graphical  interface  for the site,  along with improved
navigation  schemes  throughout  its  discussion  threads and  services.  Go2Net
acquired  Silicon  Investor  in 1998 and has  since  established  the site as an
integral part of the Go2Net Network.

    About National Discount Brokers Group, Inc.
Headquartered in Jersey City, New Jersey, National Discount Brokers Group, Inc.,
a S&P  Small Cap 600 Index  company,  is the  parent  company  of two  financial
services entities:  National Discount Brokers  Corporation/ndb.com  and Sherwood
Securities.  National Discount Brokers at November 30, 1999 had 178,400 customer
accounts, with assets of $8.9 billion.  Sherwood Securities' main operations are
as a market maker in  approximately  4,500 Nasdaq and other OTC securities.  The
Company  has  offices  in Jersey  City,  New York,  Los  Angeles,  Chicago,  San
Francisco,  Denver and Boston.  Customers can access National  Discount  Brokers
Corporation/ndb.com  at   http://www.ndb.com,   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.

    About Go2Net, Inc.
Go2Net  (http://www.go2net.com/)  is  one of the  Internet's  leading  networks,
providing consumer  services,  business  services,  and enabling  services.  The
company  offers  through the World Wide Web a network of branded  properties and
aggregated content in the categories of search and directory,  personal finance,
multi-player games, small business services and ecommerce solutions. The company
also  develops  Internet  technologies  for its own  network  and for license to
strategic partners. The Go2Net Network is home to many of the Internet's leading
vertical destinations,  including:  MetaCrawler, Silicon Investor, the HyperMart
Network, PlaySite, Dogpile and 100hot.

This  announcement  contains  forward-looking  statements that involve risks and
uncertainties,  including  those  relating to the company's  ability to grow its
user and advertiser base.  Actual results may differ materially from the results
predicted  and reported  results  should not be  considered  as an indication of
future performance. The potential risks and uncertainties include, among others,
the company's limited operating  history,  the competitive  environment in which
the  company  competes,  the  early  stage  of  the  Web as an  advertising  and
electronic commerce medium, the company's dependence on advertising, sponsorship
and commerce revenues,  the company's  dependence on strategic  relationships to
drive  traffic  to its Web  sites,  consumer  acceptance  of the  company's  new
products  and  services,  the  company's  ability to develop and  integrate  new
technologies  and services  into its existing  services and into new  platforms,
such  as  broadband,  and  the  increased  use of the  Web  for  commerce.  More
information about the potential factors that could affect the company's business
and financial  results is included in the  company's  Annual Report on Form 10-K
for the year ended September 30, 1999,  which is on file with the Securities and
Exchange Commission.

For information, contact Mark S. Peterson, Director of Public Relations,
mark@go2net.com, or John Ruljancich, Investor Relations Manager,
johnr@go2net.com, both of Go2Net, Inc., 206-447-1595; or Rich Tauberman of The
MWW Group, 201-507-9500, rtauberman@mww.com, for National Discount Brokers Group
, Inc.; or Rafael H. Yaghoutiel, Vice President, Investor Relations, 201-536-
6830, ir@ndbgroup.com, or Frank E. Lawatsch, Jr., Executive Vice President and
General Counsel, 201-946-4482, flawatsch@ndbgroup.com, both of National Discount
Brokers Group, Inc.

SOURCE Go2Net, Inc.

CONTACT: Mark S. Peterson, Director of Public Relations, mark@go2net.com, or
John Ruljancich, Investor Relations Manager, johnr@go2net.com, both of Go2Net,
Inc., 206-447-1595; or Rich Tauberman of The MWW Group, 201-507-9500,
rtauberman@mww.com, for National Discount Brokers Group, Inc.; or Rafael H.
Yaghoutiel, Vice President, Investor Relations, 201-536-6830, ir@ndbgroup.com,
or Frank E. Lawatsch, Jr., Executive Vice President and General Counsel, 201-946
-4482, flawatsch@ndbgroup.com, both of National Discount Brokers Group, Inc.
Quote for referenced ticker symbols: NDB, GNET


(C) 2000, PR Newswire