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):
                                  May 18, 2000

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


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



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

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


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










Item 5.           Other Events

         National Discount Brokers Group, Inc. (the "Corporation")  announced on
May 18,  2000,  that it had entered into a Securities  Purchase  Agreement  (the
"SPA")  dated  as of May  15,  2000  with  DB  U.S.  Financial  Markets  Holding
Corporation  ("DBUS")  pursuant to which the  Corporation  would sell  3,000,000
shares of its common  stock to DBUS for  $45.31  per share.  A copy of the press
release  announcing the transaction is filed as an exhibit to this Form 8-K. The
SPA together with certain exhibits is also filed with this Form 8-K.

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

         The  transaction is subject to several  conditions  including,  but not
limited to, review under the  Hart-Scott-Rodino  Antitrust  Improvement Act, the
negotiation of term sheets for joint  ventures  between DB or one of and more of
its  affiliates and the  Corporation or one or more of its affiliates  regarding
the offering of on line  discount  brokerage in Europe and the rest of the world
other than Europe and the United States.

         The SPA is subject to termination by mutual agreement of the parties or
by either of the parties if the transaction cannot be consummated on or prior to
dates set forth in the SPA.

         The  foregoing  is a  summary  of the SPA and  certain  other  proposed
agreements  and is not complete.  The SPA and other proposed forms of agreements
filed as exhibits with this Form 8-K are incorporated herein by reference. There
can be no  assurance  that  the  transactions  contemplated  by the SPA  will be
consummated or consummated on schedule.

         Statements made in this Form 8-K constitute forward-looking statements,
as that term is defined in the Private Securities Litigation Reform Act of 1995.
These  statements  are  subject  to risks and  uncertainties.  These  statements
generally are  accompanied by words such as "intend",  "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 these expressed in the forward-looking statements.  These uncertainties and
risks include changes in laws and rules or  regulations,  and the inability of
the parties to the SPA or their respective  affiliates to satisfy  conditions to
closing of the transaction proposed in the SPA.


Item 7.  Financial Statements and Exhibits

(c)      Exhibits

         10(a)    Securities Purchase Agreement between National Discount
                  Brokers Group, Inc. and DB U.S. Financial Markets Holding
                  Corporation dated as of May 15, 2000.  The Corporation agrees
                  to provide the Commission with copies of omitted Schedules and
                  Exhibits at its request.

         10(b)    Proposed Form of Stockholder Agreement between National
                  Discount Brokers Group, Inc. and Deutsche Bank A.G.

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

         99(a)    Press Release dated May 18, 2000









<PAGE>


                                   SIGNATURES


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


                                           National Discount Brokers Group, Inc.
                                           Registrant


Dated:  May 19, 2000              By:
                                    Name:  Arthur Kontos
                                    Title: President and Chief Executive Officer




<PAGE>


                                                                   EXHIBIT 10(a)

                          SECURITIES PURCHASE AGREEMENT

                                     between

                       NATIONAL DISCOUNT BROKERS GROUP, INC.

                                       and

                   DB U.S. FINANCIAL MARKETS HOLDING CORPORATION

                            Dated as of May 15, 2000






<PAGE>


                                TABLE OF CONTENTS
                                   (continued)





                                TABLE OF CONTENTS



<TABLE>
<CAPTION>



                                    ARTICLE I

                           PURCHASE AND SALE OF SHARES
<S>      <C>                                                                                                                     <C>
1.1      Purchase and Sale.........................................................................................................1

1.2      Closing...................................................................................................................1

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

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..............................................................................................................3

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

2.7      Commission Documents; Financial Information and Controls..................................................................4

2.8      Absence of Certain Events; No Material Adverse Effect.....................................................................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     Date Compliance...........................................................................................................7

2.14     Agreements of Directors, Officers and Employees...........................................................................8

2.15     Governmental and Industrial Approvals.....................................................................................8

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

2.17     Employee Matters..........................................................................................................9

2.18     No Brokers or Finders.....................................................................................................9

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

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

2.21     Investment Company Act....................................................................................................9

2.22     Disclosures...............................................................................................................9

                                   ARTICLE III

                        REPRESENTATIONS OF THE PURCHASER

3.1      Representations and Warranties...........................................................................................10

3.2      Wholly Owned Subsidiary..................................................................................................11

                                   ARTICLE IV

                    CONDITIONS TO THE PURCHASER'S OBLIGATION

4.1      Effect of Conditions.....................................................................................................11

4.2      Representations and Warranties...........................................................................................11

4.3      Performance..............................................................................................................11

4.4      Board Election...........................................................................................................12

4.5      Opinions of Counsel......................................................................................................12

4.6      Certified Documents, etc.................................................................................................12

4.7      No Material Adverse Effect...............................................................................................12

4.8      Registration Rights Agreement............................................................................................12

4.9      Stockholder Agreement....................................................................................................12

4.10     Venture Agreements.......................................................................................................12

4.11     HSR Act..................................................................................................................12

4.12     Listing of Purchased Shares..............................................................................................13

4.13     Consents and Waivers.....................................................................................................13

4.14     Establishment of Firewalls...............................................................................................13

4.15     Common Stock Certificate.................................................................................................13

                                    ARTICLE V

                     CONDITIONS OF THE COMPANY'S OBLIGATION

5.1      Effect of Conditions.....................................................................................................13

5.2      Representations and Warranties...........................................................................................13

5.3      Performance..............................................................................................................13

5.4      Registration Rights Agreement............................................................................................13

5.5      Stockholder Agreement....................................................................................................13

5.6      Venture Agreements.......................................................................................................14

5.7      HSR Act..................................................................................................................14

5.8      Consents and Waivers.....................................................................................................14

5.9      Listing of Purchased Shares..............................................................................................14

5.10     Establishment of Firewalls...............................................................................................14

5.11     Tender of Purchase Price.................................................................................................14

5.12     Fairness Opinion.........................................................................................................14

5.13     Opinions of Counsel......................................................................................................14

5.14     Certified Documents, etc.................................................................................................15

                                   ARTICLE VI

                                  MISCELLANEOUS

6.1      Survival of Representations..............................................................................................15

6.2      Parties in Interest......................................................................................................15

6.3      Amendments and Waivers...................................................................................................15

6.4      Notices..................................................................................................................15

6.5      Expenses.................................................................................................................16

6.6      Counterparts.............................................................................................................16

6.7      Effect of Headings.......................................................................................................17

6.8      Adjustments..............................................................................................................17

6.9      Governing Law............................................................................................................17

6.10     Assignment...............................................................................................................17

6.11     Waiver of Jury Trial.....................................................................................................17

6.12     Attorneys' Fees..........................................................................................................17

6.13     Termination..............................................................................................................17
</TABLE>


<TABLE>
<CAPTION>

         <S>                                <C>
         Exhibit A                          Form of Registration Rights Agreement
         Exhibit B                          Form of Stockholder Agreement
         Exhibit C                          Form of U.S. Research Agreement
         Exhibit D                          Form of U.S. Underwriting Agreement
         Schedule 2.2                       Related Agreements
         Schedule 2.4(c)                    Outstanding Obligations Regarding Common Stock
         Schedule 2.5                       Subsidiaries and Investments
         Schedule 2.7(b)                    Material Liabilities and Obligations
         Schedule 2.8                       Certain Events and Commitments
         Schedule 2.9                       Litigation
         Schedule 2.12                      Intellectual Property
         Schedule 2.15(b)                   Pending Registrations
         Schedule 2.16                      Certain Contracts
         Schedule 2.18                      Brokers and Finders
         Schedule 2.20                      Guarantees

</TABLE>

<PAGE>






                          SECURITIES PURCHASE AGREEMENT

                  THIS SECURITIES  PURCHASE  AGREEMENT is entered into as of May
15,  2000 by and  among  National  Discount  Brokers  Group,  Inc.,  a  Delaware
corporation (the "Company"),  and DB U.S. Financial Markets Holding Corporation,
a Delaware corporation (the "Purchaser").

                  WHEREAS, the Purchaser has indicated a desire to purchase from
the Company  3,000,000  shares of (the "Purchased  Shares") the Company's common
stock, $0.01 par value per share (the "Common Stock");

                  WHEREAS, the Company has indicated a desire to sell an
aggregate of 3,000,000 shares of Common Stock to the Purchaser; and

                  WHEREAS,  in  consideration  of, and in connection  with, such
purchase and sale of Common Stock,  the Company and the Purchaser have indicated
their intention to pursue certain strategic alliances involving on-line discount
brokerage services both in the United States and elsewhere;

                  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
Purchaser,  and the Purchaser  shall  purchase  from the Company,  the Purchased
Shares,  at a price per share equal to forty-five  dollars and thirty-one  cents
($45.31) payable as provided in Section 1.2. The Purchased Shares shall have all
the rights, terms and privileges of Common Stock as set forth in the Certificate
of Incorporation.  Capitalized  terms used herein without  definition shall have
the meanings set forth in Annex A.

1.2 Closing.  Subject to the  satisfaction or waiver of the conditions set forth
in Articles IV and V hereof, a closing (the "Closing") for the sale and purchase
of the  Purchased  Shares  shall take place at the offices of Cleary,  Gottlieb,
Steen & Hamilton,  One Liberty Plaza,  New York, New York, at 10:00 A.M., on the
second Business Day following receipt by the parties of the regulatory approvals
and other consents and approvals  specified in Sections 4.11, 4.12, 5.7 and 5.8,
hereof,  or such other date,  time and place as shall be mutually agreed upon by
the Company and the Purchaser (the "Closing Date"). At the Closing,  the Company
will deliver the  Purchased  Shares in the form of a  certificate  issued in the
name of the Purchaser (or any DB Group  Member),  upon receipt by the Company of
payment in U.S.  dollars of the full purchase  price therefor by or on behalf of
the Purchaser to the Company by wire transfer of immediately  available funds to
an account designated in writing by the Company to the Purchaser.

Article II........

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  The Company hereby represents and warrants to the Purchaser on
and as of the date hereof as follows:

2.1  Organization  and  Corporate  Power.  Each of the Company and 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 power and authority to own its properties and to carry on its business
as currently  conducted.  Each of the Company and 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 currently conducted by it makes such qualification necessary,  except
where the  failure  to so qualify  is not  reasonably  likely to have a Material
Adverse Effect.

2.2  Authorization.  The  Company  has all  necessary  power  and has  taken all
necessary  corporate  action  required  for  the due  authorization,  execution,
delivery and performance by the Company of this Agreement and the agreements and
instruments  set  forth on  Schedule  2.2  hereto  (collectively,  the  "Related
Agreements"),  the  consummation  of the  transactions  contemplated  herein  or
therein  and the due  authorization,  issuance  and  delivery  of the  Purchased
Shares.  The  issuance  of the  Purchased  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 in favor of any other Person.  This Agreement
and the Related Agreements will each be a legal, valid and binding obligation of
the  Company   enforceable  in  accordance  with  its  terms,  except  that  the
enforceability  hereof or  thereof  may be subject  to  bankruptcy,  insolvency,
reorganization,  moratorium  or other  similar  laws now or  hereafter in effect
relating  to  creditors'  rights  generally  and that  the  remedy  of  specific
performance and injunctive and other forms of equitable relief may be subject to
equitable  defenses  and to  the  discretion  of  the  court  before  which  any
proceeding may be brought.

2.3 Government Approvals. No consent,  approval, license or authorization of, or
designation,  declaration  or  filing  with,  any  Governmental  Entity  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 the issuance of the  Purchased  Shares,  except for (a) those which have been
made or granted;  (b) the filing of registration  statements with the Securities
and  Exchange  Commission  (the  "Commission")  at the times  and in the  manner
required by the Registration Rights Agreement and, in connection therewith,  the
filing of notices  with any  applicable  state  securities  commission;  (c) the
listing of the Purchased  Shares on the New York Stock Exchange;  (d) the filing
of Form D with the Commission; and (e) any required filing under the HSR Act and
the  expiration or termination  of any required  waiting  period  thereunder (or
extension thereof).

2.4      Authorized and Outstanding Stock.

(a) The authorized capital stock of the Company immediately prior to the Closing
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 17,998,567  shares of Common Stock.  As of the date hereof,
options to purchase  1,943,859  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 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 (i) federal or state securities
or  "blue  sky"  laws;  and  (ii)  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
Certificate of Incorporation,  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) 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) the Company has no  obligation  (contingent  or otherwise) 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 the  Knowledge  of the  Company,  among any  holders of its capital
stock,  relating to the acquisition,  disposition or voting of the capital stock
of the  Company.  Except as set forth in Schedule  2.4(c)  hereto,  no Person is
entitled to (i) any  preemptive  right,  right of first refusal or similar right
granted by the Company with respect to the issuance of any capital  stock of the
Company.  Except as set forth in Schedule  2.4(c)  hereto and as provided in the
Registration Rights Agreement,  no Person 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
hereto,  the Company has no  Subsidiaries  nor any material  investment or other
interest in, or any  outstanding  loan or advance in excess of  $2,500,000 to or
from,  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,  claims,  charges  or
Encumbrances,  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 3.1 hereof are true and correct
in all material respects, the offer and sale of the Purchased Shares pursuant to
this Agreement will be exempt from the registration requirements of Section 5 of
the Securities Act. Neither the Company nor any Person acting on its behalf has,
in connection  with the offer and sale of the Purchased  Shares,  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 Purchased Shares 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  Purchased  Shares or of securities of the
same or similar  class as the  Purchased  Shares if, as a result,  the offer and
sale  contemplated  hereby  could fail to be entitled to an  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 and Controls.

(a) The Company has made available to the Purchaser true and complete  copies of
all SEC  Documents  filed by it 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 the  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 in all material  respects as of their  respective  dates the
consolidated  financial  position of the Company  and the  subsidiaries  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 (including the notes,  schedules or exhibits thereto) or as
expressly  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.

(c) The Company has received a representation from PricewaterhouseCoopers LLP in
connection  with the audit of the Company's  financial  statements  for the year
ended May 31, 1999 to the effect that PricewaterhouseCoopers LLP are independent
public  accountants  as  required  by the  Securities  Act  and  the  rules  and
regulations of the Commission thereunder,  and the Company has no Knowledge that
PricewaterhouseCoopers   LLP  are  not  independent  public  accountants  as  so
required.

(d) The  Company  and each of its  Subsidiaries  maintain  systems  of  internal
accounting  controls  sufficient  to  provide  reasonable  assurances  that  (i)
material  transactions are executed in accordance with  management's  general or
specific authorization;  (ii) material transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets; (iii) access to
the respective  material assets of the Company and each such Subsidiary,  as the
case may be, is  permitted  only in  accordance  with  management's  general  or
specific  authorization;  and (iv) the  recorded  accountability  for  assets is
compared with existing assets at reasonable  intervals and appropriate action is
taken with respect to any material differences.

2.8 Absence of Certain Events;  No Material Adverse Effect.  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 have conducted their respective 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 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;

(c)  any  waiver  or  modification  by the  Company  or  any  of  its  Principal
Subsidiaries of any right or rights reasonably likely to have 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 that is not  reasonably
likely to 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;

(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)      any commitment by the Company (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  any  proceeding,   investigation  or  arbitration  by  the
Commission,  the National Association of Securities Dealers, Inc. ("NASD"),  any
stock  exchange,   other   self-regulatory   organization  or  state  securities
commission 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 which, if determined
adversely  to the Company or any of its  Principal  Subsidiaries  is  reasonably
likely to have, singly or in the aggregate, 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 is in compliance
with all of the provisions of this Agreement,  and the Company and the Principal
Subsidiaries  are in  compliance  with their  respective  constituent  documents
(including  without  limitation any charter,  by-laws or similar  document) and,
except where such  non-compliance  is not  reasonably  likely to 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 is subject,  including,  without limitation,  of the NASD,
any stock exchange, the National Securities Clearing Corporation, The Depository
Trust Company and any other clearing agency, which apply to the conduct of their
respective  businesses.  Neither the execution,  delivery or performance of this
Agreement or any of the Related  Agreements,  nor the offer,  issuance,  sale or
delivery of the Purchased Shares,  will violate,  or result in any breach of, or
constitute a default under, or result in the imposition of any encumbrance  upon
any asset of the Company or any Principal  Subsidiary  pursuant to any provision
of the constituent documents of the Company or such Principal Subsidiary, or any
statute,  rule or regulation,  material contract or lease,  judgment,  decree or
other  material  document or instrument  by which the Company or such  Principal
Subsidiary is bound or to which the Company, such Principal Subsidiary or any of
their  respective  properties  is subject,  or, to the Knowledge of the Company,
will cause the Company or such  Principal  Subsidiary to lose the benefit of any
right or  privilege  it  currently  enjoys or, to the  Knowledge of the Company,
cause any Person who is expected  to  normally  do business  with the Company or
such  Principal  Subsidiary to  discontinue  to do so on the same basis,  except
where such  discontinuance  is not reasonably  likely to have a Material Adverse
Effect.

2.11 Taxes.  The Company and each Subsidiary have filed all material Tax Returns
(including  statements of estimated  Taxes owed) required to be filed within the
applicable  periods for such filings  (taking into account any  extensions)  and
have paid all Taxes  required  to be paid as  indicated  by the  applicable  Tax
Return.  All such Tax Returns are true,  correct and complete,  except where the
failure to be true, correct and complete in the aggregate would not be likely to
have a Material  Adverse Effect.  The Company and each Subsidiary have filed all
other Tax Returns  required to be filed within the  applicable  periods for such
filing (taking into account any  extensions)  and have paid all amounts due with
respect to Taxes (regardless of whether such amounts are shown on a Tax Return),
except to the extent that the failure to file such Tax Returns or pay such Taxes
would not in the aggregate be likely to have a Material Adverse Effect.  All Tax
liabilities  have been  adequately  provided for in the  consolidated  financial
statements of the Company.  For purposes of this Agreement,  the terms "Tax" and
"Taxes" shall include all federal, state, local and foreign taxes, including any
interest and penalties that may become payable in respect thereof, and including
income,  franchise,  property,  sales  and  use,  withholding,  payroll,  stamp,
value-added, transfer, excise and employment taxes.

2.12 Intellectual  Property;  Proprietary  Rights;  Employee  Restrictions.  For
purposes of this Agreement,  "Intellectual  Property  Rights" shall mean (a) 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  currently  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  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; (b) 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 (c)  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,  except where the lack of any such license or right is not reasonably
likely to have a Material Adverse Effect.  Except as set forth on Schedule 2.12,
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, and any non-material  infringements would not, individually or
in the aggregate, be likely to have a Material Adverse Effect.

2.13 Date  Compliance.  All data and data  sensitive  systems of the Company are
fully Date Compliant.  "Date  Compliant"  shall mean (a) that such data and data
sensitive  systems  are able to manage  and  manipulate  data  involving  dates,
including,  but  not  limited  to,  single-century  formulas  and  multi-century
formulas,  date data century  recognition and calculations that accommodate same
century and  multi-century  formulas,  comparing and  sequencing,  and leap year
calculations;  (b) that a subsequent  abnormally ending scenario within the data
and data sensitive  systems or the generation of incorrect values involving such
dates  will  not  occur;   and  (c)  that  all   date-related   user   interface
functionalities, data fields, continuing date values, date data interface values
and date-related functions will provide valid and unambiguous results.

2.14  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 the Principal  Subsidiary
because of the nature of the  business  conducted or proposed to be conducted by
the Company or the Principal Subsidiary, or relating to the use of trade secrets
or proprietary information of others.

2.15  Governmental  and  Industrial  Approvals.  (a) The Company and each of its
Principal Subsidiaries have 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 the Principal
Subsidiaries to conduct their  respective  businesses as currently  conducted or
proposed to be conducted  except to the extent the failure of the Company or any
such  Subsidiary  to have any such permit,  license,  order,  franchise or other
right or  privilege  would not be  reasonably  likely  to  result in a  Material
Adverse  Effect.  Except  when the failure is  reasonably  likely to 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.

(b) Each of  National  Discount  Brokers  Corporation  and NDB  Capital  Markets
Corporation  is registered as 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 is reasonably  likely to have a Material Adverse Effect.  Neither the
Company nor any of the Principal  Subsidiaries is not registered or qualified as
a broker-dealer  with the Commission or in any jurisdiction where the failure to
be so  registered  or  qualified  is  reasonably  likely to result in a Material
Adverse Effect.  Except as set forth on Schedule  2.15(b),  the applications for
which are being  diligently  prosecuted,  neither the Company nor any  Principal
Subsidiary is required to obtain any  registration as an investment  adviser,  a
commodity  trading  advisor,  a commodity  pool operator,  a futures  commission
merchant, an insurance agent, a sales person or in any similar capacity with the
Commission,  the NASD, the Commodity  Futures Trading  Commission,  any clearing
agency,  or any securities  commission or  self-regulatory  organization  in the
United  States,  that has not been  obtained or is not in full force and effect,
nor has the Company or any such Subsidiary received notice of any requirement to
register as any of the foregoing in any jurisdiction  outside the United States,
where the failure to obtain such registration would be reasonably likely to have
a Material Adverse Effect.

2.16  Contracts  and  Commitments.  All of the contracts of the Company and each
Principal  Subsidiary  that 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 the failure to have described or filed any such contract is
not reasonably likely to have a Material Adverse Effect. True and correct copies
of 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  following  the date  hereof have been
made available to the Purchaser except as listed on Schedule 2.16. The contracts
listed in Schedule  2.16 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. (a) 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.

(b) The transactions  contemplated by this Agreement (alone or together with any
other event which,  standing alone, would not by itself trigger such entitlement
or acceleration)  will not (i) entitle any person to any benefit under any Plan;
or (ii)  accelerate the time of payment or vesting,  or increase the amount,  of
any compensation due to any person under any Plan.

2.18 No Brokers or Finders.  Except as set forth in 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 Purchaser 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     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.

2.22  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 make the  statements
made  herein or  therein,  in light of the  circumstances  under which they were
made, not misleading.

Article III.......

                        REPRESENTATIONS OF THE PURCHASER

3.1 Representations and Warranties. The Purchaser 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) The  Purchaser is an  "accredited  investor" as that term is defined in Rule
501(a) of Regulation D promulgated under the Securities Act;

(b) The 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 power and authority to own its properties and to carry on its business
as  currently  conducted.  The  Purchaser  is duly  authorized  to execute  this
Agreement and the Related  Agreements  to which it is a party,  and assuming due
execution  and  delivery  by  the  Company  of the  Agreement  and  the  Related
Agreements to which it is a party, this Agreement and the Related  Agreements to
which the Purchaser is a party constitute legal,  valid and binding  obligations
of the  Purchaser,  enforceable  against the Purchaser in accordance  with their
respective  terms,  except  that the  enforceability  hereof or  thereof  may be
subject to bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally and that
the remedy of specific  performance  and injunctive and other forms of equitable
relief may be subject to equitable  defenses and to the  discretion of the court
before which any proceeding may be brought;

(c) The Purchaser has been advised by the Company that the Purchased Shares have
not been registered  under the Securities Act, that the Purchased Shares will be
issued on the basis of the statutory  exemption  provided by Section 4(2) of the
Securities  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 (other than
any required filing under the HSR Act), and that the Company's  reliance thereon
is  based  in  part  upon  the  representations  made by the  Purchaser  in this
Agreement and the Related  Agreements.  The Purchaser  acknowledges  that it has
been informed by the Company of, or is otherwise  familiar  with,  the nature of
the  limitations  imposed by the  Securities  Act and the rules and  regulations
thereunder on the transfer of securities;

(d) The Purchaser is purchasing the Purchased  Shares 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;

(e) By reason of its business or financial  experience,  the  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 the 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 the
Purchaser;

(g) The  Purchaser  understands  that an  investment in the Common Stock 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 is able to bear the economic risk
of its investment for an indefinite period of time;

(h) The principal executive offices of the Purchaser are located in the State of
New York.  No  material  consent,  approval,  license  or  authorization  of, or
designation,  declaration or filing with, any court or Governmental Entity is or
will be required on the part of the Purchaser in connection  with the execution,
delivery  and  performance  by the  Purchaser  of this  Agreement  or any of the
Related  Agreements,  except  for (i)  those  which  have  already  been made or
granted;  (ii) any  required  filing  under  the HSR Act and the  expiration  or
termination  of  any  required  waiting  period  thereunder  (or  any  extension
thereof);  and (iii) the filing with the Commission of Forms 3 and 13D under the
Exchange Act; and

(i) The  Purchaser  is not (i) a  "Related  Party" as that term is  defined  for
purposes of Section  312.03(b)(1)  of the New York Stock Exchange Listed Company
Manual;  (ii) a  subsidiary,  affiliate  or other  closely-related  person  of a
Related  Party;  or (iii) a company  or  entity  in which a Related  Party has a
substantial direct or indirect interest.

3.2      Wholly Owned Subsidiary.  The Purchaser is wholly owned, directly or
indirectly, by DB.

Article IV........

                    CONDITIONS TO THE PURCHASER'S OBLIGATION

4.1 Effect of  Conditions.  The  obligation of the Purchaser to purchase and pay
for the  Purchased  Shares  at the  Closing,  if any,  shall be  subject  to the
satisfaction,  or the waiver thereof by the Purchaser, of each of the conditions
set forth in this Article.

4.2  Representations  and Warranties.  The representations and warranties of (a)
the Company contained in this Agreement and the Stockholder  Agreement;  and (b)
the Company and each  Affiliate of the Company  party  thereto  contained in the
U.S. Research  Agreement and the U.S.  Underwriting  Agreement shall be true and
correct on and as of the Closing Date,  and the Purchaser  shall have received a
certificate  dated the Closing  Date and signed on behalf of the Company to that
effect.

4.3 Performance. The Company and each Affiliate of the Company party to the U.S.
Research Agreement and the U.S.  Underwriting  Agreement,  as applicable,  shall
have performed and complied in all material respects with all of the agreements,
covenants and conditions contained in this Agreement, the Stockholder Agreement,
the U.S. Research Agreement and the U.S.  Underwriting  Agreement required to be
performed or complied  with by it at or prior to the Closing,  and the Purchaser
shall have received a certificate dated the Closing Date and signed on behalf of
the Company and each such Affiliate to that effect.

4.4      Board Election.  Concurrently with the Closing, the DB Representative
shall have been appointed as a member of the Board of Directors.

4.5 Opinions of Counsel. The Purchaser shall have received opinions, dated as of
the date of the Closing,  from Gibbons, Del Deo, Dolan,  Griffinger & Vecchione,
P.C.  and Morgan,  Lewis & Bockius LLP,  each  counsel to the Company,  and from
Frank E. Lawatsch, Jr., Executive Vice President,  Secretary and General Counsel
of the Company, each in form and scope reasonably satisfactory to the Purchaser.

4.6 Certified  Documents,  etc.  Counsel for the Purchaser shall have received a
copy of the Certificate of Incorporation  certified by the Secretary of State of
the State of  Delaware  and a copy of the  Company's  By-laws  certified  by the
Secretary  of the  Company,  as well as any and all other  documents,  including
authorizing  resolutions,  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 its counsel may reasonably request.

4.7      No Material Adverse Effect.  No Material Adverse Effect shall have
occurred since the date of this Agreement.

4.8 Registration  Rights  Agreement.  The Purchaser shall have received from the
Company a  counterpart  of the  Registration  Rights  Agreement  executed by the
Company, Go2Net, Vulcan and IAT Reinsurance Syndicate, Ltd.

4.9      Stockholder Agreement.  The Purchaser shall have received from the
Company a counterpart of the Stockholder Agreement executed by the Company.

4.10 Venture Agreements.  The Purchaser shall have received from the Company (a)
a counterpart of each of the U.S. Research  Agreement and the U.S.  Underwriting
Agreement  executed by the Company or an  Affiliate  of the  Company;  and (b) a
counterpart of each of the term sheets  summarizing  the principal terms of each
of the European Joint Venture and the Worldwide  Joint Venture  initialed by the
Company or an Affiliate  of the Company,  which term sheets shall be in form and
substance reasonably satisfactory to the Purchaser and shall include Exclusivity
and  Non-Competition  Provisions  that shall be binding in accordance with their
terms from and  including  the  Closing  until the  execution  by the parties of
definitive  agreements  relating to the European Joint Venture and the Worldwide
Joint Venture.

4.11 HSR Act. All required filings under the HSR Act shall have been made by the
parties required to do so, and any waiting period  thereunder (and any extension
thereof)  applicable to the transactions  contemplated hereby shall have expired
or shall have  terminated,  and neither the Company nor the  Purchaser  shall be
subject to any injunction or temporary restraining order against consummation of
the transactions contemplated hereby.

4.12     Listing of Purchased Shares.  The Purchased Shares shall have been
approved for listing on the NYSE.

4.13  Consents  and  Waivers.  The  Company,  the  Purchaser  and  any of  their
respective Affiliates party to any of the Related Agreements shall have obtained
all other  consents  or waivers  necessary  to execute  this  Agreement  and the
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 and the other  agreements and instruments to be executed and
delivered by the Company and the  Purchaser in  connection  herewith  shall have
been made or taken by it,  except the  filing by the  Company of Form D with the
Commission.

4.14  Establishment  of Firewalls.  The  Purchaser  shall have received from the
Company  evidence  reasonably  satisfactory  in  all  material  respects  to the
Purchaser of the establishment of appropriate  "firewalls" between the Purchaser
and its Affiliates,  on the one hand, and the Company and its Affiliates, on the
other hand, with respect to their respective businesses.

4.15     Common Stock Certificate.  The Company shall have delivered a stock
certificate to the Purchaser representing the Purchased Shares.

Article V.........

                     CONDITIONS OF THE COMPANY'S OBLIGATION

5.1 Effect of  Conditions.  The  obligation of the Company to sell the Purchased
Shares  to the  Purchaser  at the  Closing,  if any,  shall  be  subject  to the
satisfaction,  or the waiver  thereof by the Company,  of each of the conditions
set forth in this Article.

5.2  Representations  and Warranties.  The representations and warranties of (a)
the  Purchaser  contained  in this  Agreement;  and (b) DB contained in the U.S.
Research  Agreement,   the  U.S.  Underwriting  Agreement  and  the  Stockholder
Agreement  shall be true and  correct  on and as of the  Closing  Date,  and the
Company shall have  received a certificate  dated the Closing Date and signed on
behalf of the Purchaser and DB, as applicable, to that effect.

5.3  Performance.  The Purchaser or DB, as applicable,  shall have performed and
complied in all material  respects  with all of the  agreements,  covenants  and
conditions  contained in this  Agreement,  the Stockholder  Agreement,  the U.S.
Research Agreement and the U.S. Underwriting  Agreement required to be performed
or complied  with by it at or prior to the Closing,  and the Company  shall have
received  a  certificate  dated  the  Closing  Date and  signed on behalf of the
Purchaser and DB, as applicable, to that effect.

5.4  Registration  Rights  Agreement.  The Company  shall have received from the
Purchaser a counterpart of the  Registration  Rights  Agreement  executed by the
Purchaser, Go2Net, Vulcan and IAT Reinsurance Syndicate, Ltd.

5.5      Stockholder Agreement.  The Company shall have received from the
Purchaser a counterpart of the Stockholder Agreement executed by DB.

5.6 Venture Agreements. The Company shall have received from the Purchaser (a) a
counterpart  of each of the U.S.  Research  Agreement and the U.S.  Underwriting
Agreement  executed  by DB;  and (b) a  counterpart  of each of the term  sheets
summarizing  the principal terms of the European Joint Venture and the Worldwide
Joint Venture  initialed by each  Affiliate of the Purchaser  party to such term
sheets, which term sheets shall be in form and substance reasonably satisfactory
to the Company and shall include Exclusivity and Non-Competition Provisions that
shall be binding in  accordance  with their terms from and including the Closing
until the  execution  by the parties of  definitive  agreements  relating to the
European Joint Venture and the Worldwide Joint Venture.

5.7 HSR Act. All required  filings under the HSR Act shall have been made by the
parties required to do so, and any waiting period  thereunder (and any extension
thereof)  applicable to the transactions  contemplated hereby shall have expired
or shall have  terminated,  and neither the Company nor the  Purchaser  shall be
subject to any injunction or temporary restraining order against consummation of
the transactions contemplated hereby.

5.8 Consents and Waivers. The Company, the Purchaser and any of their respective
Affiliates  party to any of the  Related  Agreements  shall  have  obtained  all
consents  or  waivers  necessary  to  execute  this  Agreement  and the  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 and the other agreements and instruments to be executed and delivered
by the  Company,  the  Purchaser  and,  to the  extent  required,  any of  their
respective  Affiliates in connection  herewith  shall have been made or taken by
it, except the filing by the Company of Form D with the Commission.

5.9      Listing of Purchased Shares.  The Purchased Shares shall have been
approved for listing on the NYSE.

5.10  Establishment  of  Firewalls.  The Company  shall have  received  from the
Purchaser,  DB and, to the extent required,  any of their respective  Affiliates
evidence reasonably  satisfactory in all material respects to the Company of the
establishment  of  appropriate   "firewalls"   between  the  Purchaser  and  its
Affiliates,  on the one hand, and the Company and its  Affiliates,  on the other
hand, with respect to their respective businesses.

5.11     Tender of Purchase Price.  The Purchaser shall have tendered payment
for the Purchased Shares in accordance with Section 1.2 hereof.

5.12  Fairness  Opinion.  The Board of Directors  shall have received an opinion
from the Company's financial advisor,  dated as of the date of the Closing, that
the consideration to be received by the Company for the Purchased Shares is fair
to the Company from a financial point of view.

5.13 Opinions of Counsel. The Company shall have received opinions,  dated as of
the date of the Closing, from Cleary,  Gottlieb,  Steen & Hamilton, U.S. counsel
to DB,  and from  internal  counsel  for DB,  each in form and scope  reasonably
satisfactory to the Company.

5.14 Certified Documents, etc. Counsel for the Company shall have received (i) a
copy of the  certificate  of  incorporation  of the  Purchaser  certified by the
Secretary  of  State  of the  State of  Delaware  and a copy of the  Purchaser's
By-laws  certified  by the  Secretary of the  Purchaser,  as well as any and all
other documents,  including  authorizing  resolutions,  certificates as to votes
adopted and incumbency of officers and certificates from appropriate authorities
as to the legal existence and good standing of the Purchaser,  which the Company
or its counsel may reasonably request; and (ii) such certificates of officers of
DB similar in form and scope to those  customarily  provided by DB in connection
with offerings of its debt securities in the public markets.

Article VI........

                                  MISCELLANEOUS

6.1 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,
regardless of any  investigation  made by or on behalf of either party hereto or
any of their  respective  Affiliates or their  respective  officers,  directors,
employees or agents.

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

6.3  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  Purchaser.  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, except that the provisions of the letter of intent, dated
March  27,  2000,  between  the  Company  and  Deutsche  Bank  Americas  Holding
Corporation  specified  therein as being binding and enforceable shall remain in
full force and effect until the consummation of the Closing.

6.4 Notices. All notices,  requests,  consents,  reports and demands shall be in
writing  and shall be hand  delivered,  sent by  facsimile  or other  electronic
medium,  or mailed,  postage prepaid,  to the Company or to 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

DB U.S. Financial Markets
Holding Corporation:                        DB U.S. Financial Markets Holding
                                            Corporation
                                            31 West 52nd Street
                                            New York, New York  10019
                                            Attention: Thomas A. Curtis, Esq.
                                            Tel: 212-469-7151
                                            Fax: 212-469-8173
                                            E-mail: thomas.curtis@db.com


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

                  All  such  notices,   request,  demands,  consents  and  other
communications  shall be deemed  to have  been  duly  given or sent 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.

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

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

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

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

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

6.10  Assignment.  Neither the  Purchaser nor the Company may assign or transfer
any of its rights pursuant to this Agreement  unless the assigning  Person shall
have first  obtained  the express  written  consent of the other  party  hereto,
except that the Purchaser  may assign or transfer any of its rights  pursuant to
this  Agreement in connection  with (and in  proportion  to) its transfer of any
Purchased Shares to any DB Group Member.

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

6.12 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.

6.13 Termination. This Agreement shall be terminable (a) upon the mutual consent
of the parties hereto; and (b) by either party hereto upon written notice to the
other party if the Closing  shall not have  occurred on or prior to the later of
(i) June 16, 2000;  and (ii) the date that is three (3) Business  Days after the
satisfaction of the conditions specified in Sections 4.11 and 5.7 hereof, but in
no event later than November 16, 2000.



<PAGE>







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




                                   NATIONAL DISCOUNT BROKERS GROUP, INC.


                                            By:
                                                     Name:
                                                     Title:





                                   DB U.S. FINANCIAL MARKETS HOLDING CORPORATION


                                            By:
                                                     Name:
                                                     Title:


                                            By:
                                                     Name:
                                                     Title:




















                                                                   EXHIBIT 10(b)
















                              STOCKHOLDER AGREEMENT

                                     between

                        NATIONAL DISCOUNT BROKERS GROUP, INC.

                                       and

                                DEUTSCHE BANK AG

                            Dated as of        , 2000







<PAGE>


                                TABLE OF CONTENTS
                                   (continued)





                                TABLE OF CONTENTS





ARTICLE I

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

ARTICLE II

AFFIRMATIVE COVENANTS OF THE COMPANY

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

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

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

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

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

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

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

ARTICLE III

ADDITIONAL AGREEMENTS

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

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

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

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

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

ARTICLE IV

DB STANDSTILL AGREEMENT

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

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

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

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

4.5      Notice of Termination....................................................................................................14

ARTICLE V

MISCELLANEOUS

5.1      Survival of Representations..............................................................................................14

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>


<PAGE>








                              STOCKHOLDER AGREEMENT

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

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

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

Article VII.......

                         REPRESENTATIONS AND WARRANTIES

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

Article VIII......

                      AFFIRMATIVE COVENANTS OF THE COMPANY

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

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

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

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

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

8.2      Anti-Dilution Right.

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

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

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

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

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

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

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

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

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

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

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

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

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

8.7      Termination of Certain Provisions.

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

(b)      In the event that

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

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

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

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

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

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

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

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

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

                              ADDITIONAL AGREEMENTS

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

9.2      Permitted Transfers; Legends.

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

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

The Company agrees to instruct its transfer agent to issue certificates  without
the foregoing  legend in connection with any sale of the securities  represented
by such  certificates  or other  instruments  either  pursuant  to an  effective
registration  statement or in compliance with Rule 144 or the resale  provisions
of Regulation S under the Securities Act.
(b) DB shall, and shall cause each Affiliate to, prior to any proposed  Transfer
of any  Restricted  Securities,  give  written  notice  to the  Company  of such
holder's  intention to effect such Transfer and to comply in all other  respects
with the provisions of this Section.  Each such notice shall describe the manner
and circumstances of the proposed Transfer. Upon the request of the Company, the
holder delivering such notice shall deliver a written opinion,  addressed to the
Company, of counsel for such holder, stating that in the opinion of such counsel
(which  opinion and counsel  shall be reasonably  satisfactory  to the Company),
such proposed Transfer does not involve a transaction requiring  registration or
qualification  of such  Restricted  Securities  under the  Securities Act or the
securities  or "blue sky" laws of any state of the United  States.  Such  holder
shall be  entitled  to effect the  Transfer  of such  Restricted  Securities  in
accordance with the terms of the notice delivered to the Company, if the Company
does not  reasonably  object to such  Transfer and request  such opinion  within
fifteen  (15) days  after  delivery  of such  notice,  or, if it  requests  such
opinion,  does not reasonably  object to such Transfer  within fifteen (15) days
after delivery of such opinion.  Each certificate or other instrument evidencing
the securities  issued upon the transfer of any Restricted  Securities (and each
certificate or other  instrument  evidencing any  untransferred  balance of such
Restricted  Securities)  shall bear the legend set forth in subsection (a) above
unless (i) in such opinion of counsel to the holder of the Restricted Securities
(which  opinion and counsel  shall be  reasonably  satisfactory  to the Company)
registration of any future transfer is not required by the applicable provisions
of the Securities  Act; or (ii) the Company shall have waived the requirement of
such legend.

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

9.3      Determination of Beneficial Ownership; Computation of Percentage
Ownership.

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

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

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

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

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

9.5      Regulatory Compliance Cooperation.

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

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

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

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

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

Article X.........

                             DB STANDSTILL AGREEMENT

10.1     DB Standstill.

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

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

10.2     Obligation to Sell.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10.4     Termination of Article.

(a)      If the Board of Directors shall approve

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

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

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

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

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

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

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

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

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

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

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

Article XI........

                                  MISCELLANEOUS

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

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

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

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

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

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

Deutsche Bank AG                            Deutsche Bank AG
                                            31 West 52nd Street
                                            New York, New York 10019
                                            Attention: Thomas Curtis, Esq.
                                            Tel: 212-469-7151
                                            Fax: 212-469-8173
                                            E-mail: thomas.curtis@db.com

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

11.13    Right of First Refusal on Private and Rule 144 Sales.

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

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

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

11.14    Termination; Availability of Remedies.

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

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

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

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

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

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



<PAGE>


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

                                           NATIONAL DISCOUNT BROKERS GROUP, INC.


                                            By:
                                                     Name:
                                                     Title:


                                            DEUTSCHE BANK AG


                                            By:
                                                     Name:
                                                     Title:


                                            By:
                                                     Name:
                                                     Title:




<PAGE>


                                  Schedule 2.1






























<PAGE>













                                     ANNEX A

                               DEFINITIONS TO THE

                              STOCKHOLDER AGREEMENT

                                     between

                      NATIONAL DISCOUNT BROKERS GROUP, INC

                                       and

                                DEUTSCHE BANK AG

                          Dated as of __________, 2000

                                       and

                        THE SECURITIES PURCHASE AGREEMENT

                                     between

                      NATIONAL DISCOUNT BROKERS GROUP, INC

                                       and

                   DB U.S. FINANCIAL MARKETS HOLDING CORPORATION

                            Dated as of May 15, 2000



<PAGE>









                                   DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  "Law" shall mean any law, treaty,  statute,  ordinance,  code,
rule or regulation of a Governmental  Entity or judgment,  decree,  order, writ,
award,   injunction  or  determination  of  an  arbitrator  or  court  or  other
Governmental Entity.
                  "Lien"  shall mean,  with  respect to any asset of any Person,
any  mortgage,  deed  of  trust,  pledge,  hypothecation,  assignment,  security
interest,  lien,  charge,  restriction,  adverse  claim by a third party,  title
defect or encumbrance of any kind (including any conditional sale or other title
retention  agreement,  any lease in the nature thereof,  any assignment or other
conveyance of any right to receive income and any assignment of receivables with
recourse  against  assignor),  any filing of any  financing  statement as debtor
under the Uniform  Commercial Code or comparable law of any Jurisdiction and any
agreement to give or make any of the foregoing.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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













<PAGE>











                                                                         EXHIBIT
                                                                           10(c)










                          REGISTRATION RIGHTS AGREEMENT

                         dated as of _____________, 2000

                                      among

                       NATIONAL DISCOUNT BROKERS GROUP, INC.

                                     and the

                           STOCKHOLDERS LISTED HEREIN















<PAGE>


                                TABLE OF CONTENTS
                                   (continued)






                                TABLE OF CONTENTS





<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 22........................................................................Suspension of Disposition of Registrable Shares 20


</TABLE>

<PAGE>


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

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

Section 1.........

                                   Definitions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Go2Net Group" shall mean Go2Net and Vulcan.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.........

                               Demand Registration

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 3

                             Piggyback Registration

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

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

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

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

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

Section 4

                                    Expenses

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

Section 5

                               Holdback Agreement

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

Section 6

                             Preparation and Filing

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 7

                                 Indemnification

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

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

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

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

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

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

Section 8

                             Underwriting Agreement

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

Section 9

                              Information by Holder

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

Section 10

                             Exchange Act Compliance

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

Section 11

                              Rule 144 Requirements

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

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

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

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

Section 12

                             Restriction on Transfer

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

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

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

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

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

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

Section 13

                             Successors and Assigns

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

                                   Assignment

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

Section 15

                                Entire Agreement

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

Section 16

                                     Notices

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

                           (a)      if to the Company:

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

                           with a copy to:

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

                           and to:

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

                           (b)      if to the Investors:

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

                           with copies to:

                                    (i)     for the DB Group Investors:

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

                                    (ii)    for the Go2Net Group Investors:

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

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

                           and to:

(iii)    for the IAT Investors:

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

All such notices, requests, consents and other communications shall be deemed to
have  been  delivered  (i) in the  case of  personal  delivery  or  delivery  by
telecopy,   on  the   date  of   such   delivery;   (ii)   in  the   case  of  a
nationally-recognized  overnight courier, on the next Business Day; and (iii) in
the case of mailing, on the fifth Business Day following such mailing if sent by
certified mail, return receipt requested.
Section 17

                            Modifications; Amendments

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

Section 18

                                  Counterparts

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

Section 19

                                    Headings

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

Section 20

                                  Severability

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

Section 21

                    Governing Law; Submission to Jurisdiction

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

Section 22

                 Suspension of Disposition of Registrable Shares

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



<PAGE>


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

                                  NATIONAL DISCOUNT BROKERS GROUP, INC.


                                                            By:
                                                              Name:
                                     Title:


                                   DB U.S. FINANCIAL MARKETS HOLDING CORPORATION


                                                            By:
                                                              Name:
                                     Title:


                                                            By:
                                                              Name:
                                     Title:


                                   GO2NET, INC.


                                                            By:
                                                              Name:
                                     Title:


                                   VULCAN VENTURES INCORPORATED


                                                            By:
                                                              Name:
                                     Title:


                                   IAT REINSURANCE SYNDICATE, LTD.


                                                            By:
                                                              Name:
                                     Title:




<PAGE>


EXHIBIT 99(a)

FOR IMMEDIATE RELEASE

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

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

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

                  Marc Lingnau
                  Deutsche Bank
                  (212) 469-3993 marc.lingau@db.com


                  DEUTSCHE BANK AND NATIONAL DISCOUNT BROKERS
                     SIGN E-COMMERCE AND FINANCIAL ALLIANCE

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


New York and Jersey City,  NJ, May 18, 2000 - Deutsche  Bank (OTC:  DTBKY),  the
world's largest  financial  services group, and National Discount Brokers Group,
Inc. (NYSE:  NDB), a leading Internet  brokerage and financial services company,
announced  today that the companies have  completed a definitive  stock purchase
agreement,  which is part of the  parties'  previously  announced  intention  to
create a global e-commerce and financial  alliance.  Together the companies will
create jointly owned online brokerage capabilities outside of the United States.
The strategic  alliance  also  provides NDB with access to Deutsche  Bank's U.S.
equity  research and initial public  offering  capabilities.  Deutsche Bank will
purchase  up to a 19.3%  stake in NDB,  which  includes  3 million  shares to be
purchased directly from NDB.

The Deutsche Bank/National Discount Brokers strategic alliance provides Deutsche
Bank with access to NDB's online  investor  community.  It also allows  Deutsche
Bank to take advantage of NDB's  technology  platform with the aim of delivering
an international online brokerage capability.

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

The definitive stock purchase  agreement  supercedes the letter of intent signed
by the parties on March 28, 2000.  The parties  expect the  transaction to close
before June 30, 2000. The closing is subject to several  conditions  including a
review under the  Hart-Scott-Rodino  Antitrust  Improvement Act. There can be no
assurance the transaction will close or close on schedule.

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

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

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

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

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