0000950109-01-504683 Sample Contracts

TERMINATION AGREEMENT AND GENERAL RELEASE
Termination Agreement and General Release • November 6th, 2001 • E Trade Group Inc • Security brokers, dealers & flotation companies • New York

This TERMINATION AGREEMENT AND GENERAL RELEASE (hereinafter, the “Termination Agreement”) is hereby entered into as of the 20th day of August 2001, by and between SoundView Technology Group, Inc., a Delaware corporation formerly known as Wit SoundView Group, Inc. and as Wit Capital Group, Inc. (“Wit SoundView”), and E*TRADE Group Inc., a Delaware corporation (“E*TRADE”). Wit SoundView and E*TRADE are referred to herein as the “Parties,” and each of them individually as a “Party.”

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SECOND AMENDED EMPLOYMENT AGREEMENT
Second Amended Employment Agreement • November 6th, 2001 • E Trade Group Inc • Security brokers, dealers & flotation companies • California

This Agreement is made effective this 27th day of August, 2001 (the “Effective Date”), by and between E*TRADE GROUP, INC., a Delaware corporation (“Company”), and CHRISTOS M. COTSAKOS, (“Executive”).

Amendment to Amended and Restated Limited Partnership Agreement of E*TRADE eCommerce Fund, L.P.
E Trade Group Inc • November 6th, 2001 • Security brokers, dealers & flotation companies

This Amended and Restated Limited Partnership Agreement dated October 8, 1999 (the "Agreement") of E*TRADE eCommerce Fund, L.P., a Delaware limited partnership (the "Partnership"), is amended as follows (terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement);

Agreement Regardng Increase of Capital Commitment of E*TRADE Group, Inc. and Modification of Order of Fund Distributions
E Trade Group Inc • November 6th, 2001 • Security brokers, dealers & flotation companies

This Agreement is entered as of the 1st day of October, 2001, by ArrowPath Venture Partners I, LLC, a Delaware limited liability company, as General Partner of E*TRADE eCommerce Fund, L.P., a Delaware limited partnership (the "Partnership"), and E*TRADE Group,Inc., a Delaware corporation ("E*TRADE"). (Terms not defined herein shall have the meaning ascribed to them in the Amended and Restated Limited Partnership Agreement of the Partnership dated October 8,1999 (the "Partnership Agreement").)

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