0000950109-01-501589 Sample Contracts

FORM OF NON-COMPETITION AGREEMENT
Non-Competition Agreement • June 4th, 2001 • Web Street Inc // • Services-business services, nec

WHEREAS, in order to induce Parent and Opus Acquisition Corp., a Delaware corporation, to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), with Company, Parent has requested each Stockholder, and each Stockholder has agreed, to enter into this Agreement to limit the Stockholders from competing against Parent following the Merger.

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FORM OF ESCROW AGREEMENT
Escrow Agreement • June 4th, 2001 • Web Street Inc // • Services-business services, nec • Delaware

AGREEMENT dated as of [ ], 2001 among E*TRADE Group, Inc., a Delaware corporation (“Parent”), Joseph J. Fox, Avi Fox, Joseph Barr, Stuart Cohn, William Mania, D. J. Rosenberg, Harleigh Mandel (each an “Executive” and together, “Executives”), and American Stock Transfer and Trust Co., as Escrow Agent (“Escrow Agent”).

WEB STREET, INC. Employment Agreement for Harleigh Mandel
Employment Agreement • June 4th, 2001 • Web Street Inc // • Services-business services, nec • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and between WEB STREET, INC., a Delaware corporation (the “Company”), and Harleigh Mandel (“Executive”), is hereby entered into as of the 1st day of February, 2001 (the “Effective Date”).

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