INSTINET GROUP INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>y65470qexv10w4.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this
16th day of September, 2002 by and between Instinet Group Incorporated, a
Delaware corporation (the "Company"), and Andre-Francois Helier Villeneuve
("Executive").

                                  WITNESSETH:

         WHEREAS, Executive is currently employed by the Company as its
Chairman;

         WHEREAS, the Company desires to continue the employment of Executive;

         WHEREAS, the Company and Executive entered into an Employment
Agreement dated April 30, 2001, which the parties agree now is null and void,
and is superseded in all respects by this Agreement;

         WHEREAS, the Company and Executive desire to set forth the terms and
conditions of Executive's continued employment with the Company and Executive
desires to accept such employment on the terms and conditions set forth herein;

         WHEREAS, the material terms of this Executive Employment Agreement
have been approved by the Compensation Committee of the Company on July 17,
2002;

         WHEREAS, each of the Company and Executive agrees that Executive has
had and will continue to have a prominent role in the management of the
business, and the development of the goodwill, of the Company and its
Affiliates, and has established and developed and will continue to establish
and develop relations and contacts with the principal customers and suppliers
of the Company and its Affiliates in the United States and Europe
(collectively, the "Restricted Territory"), all of which constitute valuable
goodwill of, and could be used by Executive to compete unfairly with, the
Company and its Affiliates; and

         WHEREAS, (i) in the course of his employment with the Company,
Executive has obtained and will continue to obtain confidential and proprietary
information and trade secrets concerning the business and operations of the
Company and its Affiliates in the Restricted Territory that could be used to
compete unfairly with the Company and its Affiliates; (ii) Executive has and
will continue to create and develop certain work products, inventions and other
intellectual property which constitute an essential portion of the property of
the Company and its Affiliates, (iii) the covenants and restrictions contained
in Sections 8 through 14, inclusive, are intended to protect the legitimate
interests of the Company and its Affiliates in their respective goodwill, trade
secrets and other confidential and proprietary information and intellectual
property; and (iv) Executive desires to be bound by such covenants and
restrictions.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and promises contained herein and for other good and valuable
consideration, the Company and Executive hereby agree as follows:

<PAGE>

         l.       Agreement to Continue Employment. Upon the terms and subject
to the conditions of this Agreement, the Company hereby continues the
employment of Executive, and Executive hereby accepts such continued employment
with the Company. The Company and Executive agree that their earlier Employment
Agreement dated April 30, 2001 is null and void, and is superseded in all
respects by this Agreement.

         2.       Term; Position and Responsibilities.

         (a)      Term of Employment. Unless Executive's employment shall
sooner terminate pursuant to Section 7, the Company shall employ Executive on
the terms and subject to the conditions of this Agreement for a term commencing
on the date hereof (the "Commencement Date") and ending on November 30, 2004
(the "Term"). The period during which Executive is employed by the Company
pursuant to this Agreement shall be referred to as the "Employment Period."
Termination of the Executive's employment at the expiration of the Term shall
be deemed to be a Termination of the Executive by the Company Without Cause, as
defined in Section 7(c) within, but no termination benefits shall be payable to
or in respect of Executive except as provided in Section 7(f)(i)(B).

         (b)      Position and Responsibilities. During the Employment Period,
Executive shall serve as the executive Chairman of the Company and shall have
such duties and responsibilities as are customarily assigned to individuals
serving in such position and such other duties consistent with Executive's
title and position as the Board of Directors of the Company (the "Board")
specifies from time to time.  Executive shall devote all of his skill,
knowledge, commercial efforts and working time to the conscientious and
faithful performance of his duties and responsibilities for the Company (except
for (i) vacation time as provided by Company policy and absence for sickness or
similar disability and (ii) to the extent that it does not interfere with the
performance of Executive's duties hereunder, (A) such reasonable time as may be
devoted to the fulfillment of Executive's civic responsibilities and, subject
to the prior written approval of the Board and to compliance with the
provisions of Sections 8 through 14, inclusive, service on boards of directors
of no more than three other corporations and entities, provided that they do
not compete directly or indirectly with the businesses of the Corporation, and
(B) such reasonable time as may be necessary from time to time for personal
financial matters).

         3.       Base Salary. As compensation for the services to be performed
by Executive during the Employment Period, the Company shall pay Executive a
base salary at an annualized rate of $511,294.50, payable in installments on
the Company's regular payroll dates. The Company shall review Executive's base
salary annually during the period of his employment hereunder and, in its sole
discretion, may adjust such base salary from time to time based upon such
factors as the Compensation Committee of the Board (the "Compensation
Committee") shall consider relevant. The annual base salary payable to
Executive under this Section 3 shall hereinafter be referred to as the "Base
Salary".

         4.       Incentive Compensation Arrangements.

         (a)      Annual Incentive Bonus. During the Employment Period and
subject to the review and approval of the Compensation Committee, Executive
shall be eligible to participate in the annual bonus program maintained by the
Company for its senior executives.

<PAGE>

Provided that, except to the extent expressly provided otherwise in Sections
2(a) and/or 7(f), Executive's employment has not terminated prior to the date
upon which annual bonuses are actually paid by the Company to its senior
executives in respect of the previous fiscal year, Executive shall have the
opportunity to receive an annual bonus under such program (the "Bonus"), which
may be in cash, restricted stock, options or other non-cash compensation, in an
amount to be determined by the Compensation Committee based on the achievement
by the Company and Executive of such performance objectives as may be
established from time to time by the Compensation Committee or other committee
of the Board.

         (b)      Option Grants. During the Employment Period, Executive shall
be eligible to participate in the Instinet 2000 Stock Option Plan (as the same
may be amended and in effect from time to time, the "2000 Option Plan") and any
subsequent stock option plan maintained by the Company for its senior
executives, subject to the review and approval of the Compensation Committee.
The terms and conditions of all options to purchase shares of common stock
granted to Executive under the 2000 Option Plan or under any prior or
subsequent stock option plan maintained by the Company or its Affiliates
(including any options granted to Executive prior to the Commencement Date)
(collectively, the "Options"), including the grant, vesting, exercise, payment
and all other terms of such Options, shall be governed by the terms of the
stock option plan under which such Options were granted, as such plan or plans
may be amended and in effect from time to time. A schedule of Executive's
current Options is attached as Appendix A to this Agreement.

         5.       Employee Benefits. During the Employment Period, Executive
shall be eligible to participate in the employee benefit plans and programs
maintained by the Company from time to time in which senior executives of the
Company are eligible to participate, including to the extent maintained by the
Company life, medical, dental, accidental and disability insurance plans and
profit sharing, pension, retirement, deferred compensation and savings plans,
in accordance with the terms and conditions thereof as in effect from time to
time.  The benefits referred to in this Section 5 shall be provided to
Executive on a basis that is commensurate with Executive's position and duties
with the Company.

         6.       Perquisites and Expenses.

         (a)      General. During the Employment Period, Executive shall be
eligible to participate in all special benefit or perquisite programs of the
Company generally available from time to time to senior executives of the
Company, on the terms and conditions thereof as in effect from time to time.

         (b)      Housing Allowance. Through May 31, 2003, the expiration date
of Executive's current lease for his New York City dwelling, so long as the
Company requires that Executive be available in New York City for a substantial
portion of his time, the Company shall provide appropriate housing in New York
City to Executive and his family at a cost not to exceed $25,000 per month, or
a net cost (excluding taxes and other required withholdings) to the Company of
$300,000 per year, the Executive's actual current New York City housing cost.
Beginning June 1, 2003 and thereafter, so long as the Company requires that
Executive be available in New York City for a substantial portion of his time,
the Company shall provide appropriate housing in New York City to Executive and
his family at an aggregate gross cost

<PAGE>

(including taxes and other required withholdings) to the Company not
to exceed $300,000 per year. For purposes of this Section 6(b) and
the foreign service supplement set forth in Section 6(c) below,
Executive will be considered to be required to be available in New
York City for a substantial portion of his duties if Executive's
required availability is approximately the same as his periods of
presence in New York City during the two-year period preceding the
effective date of this Agreement.

         (c)      Foreign Service Supplement. During the Employment Period,
should the Company require that Executive be available in New York City for a
substantial portion of his duties, then the Company shall pay Executive an
amount, known as the "foreign service supplement," not to exceed $16,667 per
month, to compensate Executive for the costs of living away from his primary
residence.

         (d)      Business Travel, Lodging, etc. During the Employment Period,
the Company shall (i) reimburse Executive for reasonable travel, lodging, meal
and other reasonable expenses incurred by him in connection with the
performance of his duties and responsibilities hereunder and (ii) reimburse
Executive for no more than three round trips of his spouse and grandchild per
year between London, England and New York City, in each case upon submission of
evidence, satisfactory to the Company, of the incurrence and purpose of each
such expense and otherwise in accordance with terms and conditions of the
Company's business expense reimbursement policy applicable to its senior
executives as in effect from time to time.

         (e)      Vacation. During the Employment Period, Executive shall be
entitled to paid vacation on an annualized basis in the amount provided by
Company policy, without carryover accumulation.

         (f)      Automobile Entitlement.  During the Employment Period, the
Company shall contribute to Executive an amount not to exceed $12,000 per year
for the lease or purchase of an automobile.

         (g)      Perquisites Termination. All of the above perquisites will
be provided to Executive only during the Employment Period, and will terminate
upon Executive's Date of Termination (as such term is defined within at
paragraph 7(e)(ii)).

         (h)      Relocation Expenses. If Executive returns to Europe on a
permanent basis during the Employment Period or within 60 days after the
termination of the Employment Period, the Company will pay the reasonable
relocation costs of Executive and his family.

         7.       Termination of Employment.

         (a)      Termination Due to Death or Disability. Executive's
employment may be terminated by the Company due to Executive's Disability. For
purposes of this Agreement, Executive will be considered to have a Disability
if he (i) becomes entitled to benefits under the Company's long term disability
plan and (ii) is unable to perform his duties without reasonable accommodation.
In the event that Executive's employment hereunder terminates due to his death
or is terminated by the Company due to Executive's Disability, no termination
benefits shall be payable to or in respect of Executive except as provided in
Section 7(f) (ii).

<PAGE>

         (b)      Termination by the Company for Cause. Executive's employment
may be terminated by the Company for Cause. In the event of a termination of
Executive's employment by the Company for Cause, no termination benefits shall
be payable to or in respect of Executive except as provided in Section
7(f)(ii). For purposes of this Agreement, "Cause" means (i) the commission by
the Executive of any act or omission that would constitute a crime under
applicable federal, state or foreign law, (ii) the commission by the Executive
of any act of moral turpitude, (iii) fraud, dishonesty or other acts or
omissions by the Executive that result in a breach of any fiduciary or other
material duty to the Company and/or its Affiliates, (iv) continued alcohol or
other substance abuse by the Executive that renders the Executive incapable of
performing his or her material duties to the satisfaction of the Company and/or
its Affiliates, (v) any act or omission by the Executive that is a violation of
any applicable federal or state or other securities law, regulation or rule or
of any applicable rule or regulation of any self-regulatory organization, or
(vi) any failure by the Executive to act in the best interests of the
shareholders of the Company. In general, whether or not a termination is for
Cause shall be determined by the Compensation Committee or its delegee, in its,
his or her sole discretion.

         (c)      Termination Without Cause. Executive's employment may be
terminated by the Company Without Cause (as defined below). In the event of a
termination of Executive's employment by the Company Without Cause, no
termination benefits shall be payable to or in respect of Executive except as
provided in Section 7(f)(i). For purposes of this Agreement and the Options, a
termination "Without Cause" shall mean a termination of Executive's employment
by the Company other than due to Executive's death or Disability as described
in Section 7(a) and other than for Cause as described in Section 7(b).

         (d)      Termination by Executive. Executive may terminate his
employment for any reason, including for Good Reason (as defined below). In the
event of a termination of Executive's employment by Executive other than for
Good Reason, no termination benefits shall be payable to or in respect of
Executive except as provided in Section 7(f)(ii) and in the event of a
termination of Executive's employment by Executive for Good Reason, no
termination benefits shall be payable to or in respect of Executive except as
provided in Section 7(f)(i). For purposes of this Agreement, a termination of
employment by Executive for "Good Reason" shall mean a termination by Executive
of his employment with the Company within 30 days following the occurrence,
without Executive's consent, of any of the following events: (i) a material
diminution in the Executive duties, authority, position or responsibilities;
(ii) a material decrease in the Executive's base pay, fees, incentive
compensation opportunities, and/or employee benefits and perquisites; or (iii)
a requirement that the Executive relocate his or her primary place of
employment or service by more that 30 miles; provided that the Executive shall
have given the Company or the relevant Affiliate of the Company notice of the
event or events constituting Good Reason and the Company or such Subsidiary
shall have failed to cure such event or events within 10 business days after
receipt of such notice.

         (e)      Notice of Termination; Date of Termination.

         (i)      Notice of Termination. Any termination by the Company
pursuant to Section 7(a), 7(b) or 7(c), or by Executive pursuant to Section
7(d), shall be communicated by a written Notice of Termination addressed to the
other party to this Agreement. A "Notice of Termination" shall mean a notice
stating that Executive or the Company, as the case may be, is

<PAGE>

electing to terminate Executive's employment with the Company, stating the
proposed effective date of such termination, indicating the specific provision
of this Section 7 under which such termination is being effected and, if
applicable, setting forth in reasonable detail the circumstances claimed to
provide the basis for such termination.

         (ii)     Date of Termination. The term "Date of Termination"
shall mean (i) if Executive's employment is terminated by his death, the date
of his death, (ii) if Executive's employment is terminated by the Company for
Cause, the date on which Notice of Termination is given or, if later, the
effective date of termination specified in such Notice of Termination, and
(iii) if Executive's employment is terminated by the Company Without Cause, due
to Executive's Disability or by Executive for any reason, the date specified in
the applicable Notice of Termination provided that such date shall not be less
than 30 days nor more than 60 days after the date on which Notice of
Termination is given.

         (f)      Payments Upon Certain Terminations.

         (i)      In the event of a termination of Executive's
employment by the Company Without Cause or a termination by Executive of his
employment for Good Reason during the Employment Period, the Company shall pay
to Executive (or, following his death, to Executive's estate) within 30 days of
the Date of Termination his (x) full Base Salary through the Date of
Termination, (y) reimbursement for any unreimbursed business expenses incurred
by Executive prior to the Date of Termination that are subject to reimbursement
pursuant to Section 6(b) and (z) payment for vacation time accrued as of the
Date of Termination but unused (such amounts under clauses (x), (y) and (z),
collectively the "Accrued Obligations"). In addition, in the event of any such
termination of Executive's employment, provided Executive executes and delivers
to the Company a Release and Discharge of Claims in a form acceptable to the
Company, Executive (or, following his death, Executive's estate) shall be
entitled to the following payments and benefits, as liquidated damages:

         (A)      continued payments of the Base Salary, payable in installments
   in accordance with the Company's regular payroll policies, for the period
   beginning on the Date of Termination and ending on November 30, 2004 (the
   "Severance Period");

         (B)      a portion of Executive's Bonus for the fiscal year
   of the Company that includes the Date of Termination, such portion to equal
   the product (such product, the "Pro Rata Bonus") of (1) the Bonus that would
   have been payable to Executive for such year had he remained employed for the
   entire fiscal year and had Executive and the Company each achieved (but not
   exceeded) the target performance objectives for such year established by the
   Board or a committee thereof, multiplied by (2) a fraction, the numerator of
   which is equal to the number of days in such fiscal year that precede the
   Date of Termination and the denominator of which is equal to 365, such amount
   to be payable to Executive within five business days following the date (the
   "Bonus Payment Date") annual bonuses for such fiscal year are actually paid
   by the Company to its active executives;

         (C)      payment of an amount equal to the product of (1) the
   Average Annual Bonus (as defined below) multiplied by (2) a fraction, the
   numerator of which is equal to

<PAGE>

   the total number of days (working or non-working) remaining between the Date
   of Termination and November 30, 2004, and the denominator of which is 365,
   such amount to be paid within five business days following the Bonus Payment
   Date for the fiscal year of the Company that includes the Date of
   Termination;

         (D)      continued coverage during the Severance Period under
   the Company's medical insurance plans referred to in Section 5 (the
   "Continued Benefits") for Executive and his eligible dependents participating
   in such plans immediately prior to the Date of Termination, subject to timely
   payment by Executive of all premiums, contributions and other co-payments
   required to be paid by senior executives of the Company under the terms of
   such plans as in effect from time to time.

         The term "Average Annual Bonus" means the average of the annual cash
Bonuses plus the value at the time of award of any non-cash Bonuses paid to
Executive under the Annual Incentive Bonus plan for each of the three complete
fiscal years of the Company ending immediately prior to the Date of Termination
during which Executive was employed by the Company or, if Executive has been
employed by the Company for an aggregate period of less than three fiscal years,
the average of the annual Bonuses paid to Executive by the Company under the
Annual Incentive Bonus plan for Executive's period of employment.

         Executive shall not have a duty to mitigate the costs to the Company
under this Section 7 (f) (i), nor shall any payments from Company to Executive
of Base Salary, Average Annual Bonus and Pro Rata Bonus be reduced, offset or
canceled by any compensation or fees earned by (whether or not paid currently)
or offered to Executive during the Severance Period by a subsequent employer or
other Person (as defined below) for which Executive performs services, including
but not limited to consulting services. The foregoing notwithstanding, should
Executive receive benefits coverage by a subsequent employer during the
Severance Period, all health and medical benefits coverage provided by the
Company to Executive shall immediately terminate.

         (ii)     If Executive's employment shall terminate upon his death or
Disability or if the Company shall terminate Executive's employment for Cause or
Executive shall terminate his employment without Good Reason in any such case
during the Employment Period, the Company shall pay to Executive (or, in the
event of Executive's death, to his estate) the Accrued Obligations within 30
days following the Date of Termination. In addition, if Executive's employment
shall terminate upon his death or Disability during the Employment Period, the
Company shall pay to Executive (or, in the event of Executive's death, to his
estate) the Pro Rata Bonus, if any, in one lump sum within five business days
following the Bonus Payment Date for the fiscal year of the Company that
includes the Date of Termination.

         (iii)    Except as specifically set forth in this Section 7(f), no
benefits payable to Executive under any otherwise applicable plan, policy,
program or practice of the Company or its Affiliates in which Executive was a
participant during his employment with the Company or its Affiliates shall be
limited by this Section 7(f), provided that Executive shall not be entitled to
receive any payments or benefits under any such plan, policy, program or
practice providing any bonus or incentive compensation or severance compensation
or benefits (and the provisions of this Section 7(f) shall supersede the
provisions of any such plan, policy, program or practice).

<PAGE>

         (g)      Resignation upon Termination. Effective as of any Date of
Termination under this Section 7 or otherwise as of the date of Executive's
termination of employment with the Company, Executive shall resign, in writing,
from all Board memberships and other positions then held by him with the Company
and its Affiliates.

         8.       Unauthorized Disclosure. During the period of Executive's
employment with the Company and following any termination of such employment,
without the prior written consent of the Board or its authorized representative,
except to the extent required by an order of a court having jurisdiction or
under subpoena from an appropriate government agency, in which event, Executive
shall use his best efforts to consult with the Board prior to responding to any
such order or subpoena, and except as required in the appropriate performance of
his duties hereunder, Executive shall not disclose any confidential or
proprietary trade secrets, customer lists, drawings, designs, programs,
software, protocols, information regarding product development, marketing plans,
sales plans, manufacturing plans, management organization information (including
but not limited to data and other information relating to members of the Board
of Directors of the Company or any of its Affiliates or to management of the
Company or any of its Affiliates), operating policies or manuals, business
plans, financial records, packaging design or other financial, commercial,
business or technical information (a) relating to the Company or any of its
Affiliates or (b) that the Company or any of its Affiliates may receive
belonging to suppliers, customers or others who do business with the Company or
any of its Affiliates (collectively, "Confidential Information") to any third
person unless such Confidential Information has been previously disclosed to the
public or is in the public domain (other than by reason of Executive's breach of
this Section 8).

         9.       Non-Competition. During the period of Executive's employment
with the Company and, following any termination thereof, the period ending on
the later of (a) six months after the Date of Termination and (b) the last day
of the Severance Period (such periods, collectively, the "Restriction Period"),
Executive shall not, directly or indirectly, become employed by, engage in
business with, serve as an agent or consultant to, or become a partner, member,
principal, stockholder or other owner (other than a holder of less than 1% of
the outstanding voting shares of any publicly held company) of, any Person that
competes or has a reasonable potential for competing, anywhere in the Restricted
Territory, with the Business (as defined below).

         10.      Non-Solicitation of Employees. During the Restriction Period,
Executive shall not, directly or indirectly, for his own account or for the
account of any other Person, anywhere in the Restricted Territory, (i) solicit
for employment, employ or otherwise interfere with the relationship of the
Company or any of its Affiliates with any natural person throughout the world
who is or was employed by or otherwise engaged to perform services for the
Company or any of its Affiliates at any time during which Executive was employed
by the Company or (in the case of any such activity during the period of
Executive's employment with the Company) or during the six-month period
preceding such solicitation, employment or interference (in the case of any such
activity after the date of Executive's termination of employment), other than
any such solicitation or employment on behalf of the Company or its Affiliates
during Executive's employment with the Company, or (ii) induce any employee of
the Company or its Affiliates who is a member of management to engage in any
activity which Executive is prohibited from engaging in under any of Sections 8,
9, 10 or 11 or to terminate his employment with the

<PAGE>

Company. For purposes of this Section 10 and Section 11, the terms "solicit"
and "solicitation" mean any communication of any kind whatsoever, regardless of
by whom initiated, inviting, encouraging or requesting any person or entity to
take or refrain from taking any action.

         11.      Non-Solicitation of Customers. During the Restriction Period,
Executive shall not, directly or indirectly, for his own account or for the
account of any other Person, anywhere in the Restricted Territory, solicit or
otherwise attempt to establish any business relationship of a nature that is
competitive with the business or relationship of the Company or any of its
Affiliates with any Person which is or was a customer, client or distributor of
the Company or any of its Affiliates at any time during which Executive was
employed by the Company (in the case of any such activity during the period of
Executive's employment with the Company) or during the twelve-month period
preceding the Date of Termination (in the case of any such activity after the
date of Executive's termination of employment), other than any such solicitation
on behalf of the Company or any of its Affiliates during Executive's employment
with the Company.

         12.      Return of Documents. In the event of the termination of
Executive's employment for any reason, Executive shall deliver to the Company
all of the property of the Company and its Affiliates and the non-personal
documents and data of any nature and in whatever medium of each of the Company
and its Affiliates, and he shall not take with him any such property, documents
or data or any reproduction thereof, or any documents containing or pertaining
to any Confidential Information.

         13.      Work Product. Executive agrees to disclose in confidence to
the Company any and all inventions, improvements, designs, original works of
authorship, formulas, processes, computer software programs, databases and trade
secrets (including, but not limited to, market information and marketing
designs, proposals and concepts) (all taken together, the "Developments") that
Executive makes, conceives, first reduces to practice, or creates, either alone
or jointly with others while Executive is employed by the Company and that: (a)
result from any work performed by Executive for the Company, whether or not in
the normal course of Executive's duties or during normal business hours; (b)
reasonably relate to the actual or anticipated business, services, products,
research or development of Executive; or (c) are developed with the use of the
Company time, equipment, supplies or facilities. Executive must promptly
disclose Developments to the Company whether or not such Developments are
patentable, copyrightable or protectible as trade secrets. Executive understands
and agrees that all Developments shall be the sole and exclusive property of the
Company and shall constitute "work made for hire" (as that term is defined under
Section 101 of the U.S. Copyright Act, 17 U.S.C. Section 101) with the Company
being the person for whom the work was prepared and that all intellectual
property rights therein shall be the sole and exclusive property of the Company,
and that in the event that any such Development is deemed not to be a "work made
for hire," Executive hereby irrevocably assigns, transfers and conveys to the
Company, exclusively and perpetually, all right, title and interest which
Executive may have or acquire in and to such Development throughout the world,
including without limitation any copyrights and patents, and the right to secure
registrations, renewals, reissues, and extensions thereof. Executive agrees to
sign any documents and to do all things necessary, without additional
compensation, whether during Executive's employment or after, to assist the
Company to register, perfect, maintain

<PAGE>

and/or enforce the Company's rights in any Development, including without
limitation any patent, copyright, trade secret or other right or interest.

         14.      Injunctive Relief with Respect to Covenants; Forum, Venue and
Jurisdiction. Executive acknowledges and agrees that the covenants, obligations
and agreements of Executive contained in Sections 8, 9, 10, 11, 12, 13 and 14
relate to special, unique and extraordinary matters and that a violation of any
of the terms of such covenants, obligations or agreements will cause the Company
irreparable injury for which adequate remedies are not available at law.
Therefore, Executive agrees that the Company shall be entitled to an injunction,
restraining order or such other equitable relief (without the requirement to
post bond) as a court of competent jurisdiction may deem necessary or
appropriate to restrain Executive from committing any violation of such
covenants, obligations or agreements. These injunctive remedies are cumulative
and in addition to any other rights and remedies the Company may have. The
Company and Executive hereby irrevocably submit to the exclusive jurisdiction of
the courts of New York, and the Federal courts of the United States of America,
in each case located in New York City in respect of the injunctive remedies set
forth in this Section 14 and the interpretation and enforcement of Sections 8,
9, 10, 11, 12, 13 and 14 insofar as such interpretation and enforcement relate
to any request or application for injunctive relief in accordance with the
provisions of this Section 14, and the parties hereto hereby irrevocably agree
that (a) the sole and exclusive appropriate venue for any suit or proceeding
relating solely to such injunctive relief shall be in such a court, (b) all
claims with respect to any request or application for such injunctive relief
shall be heard and determined exclusively in such a court, (c) any such court
shall have exclusive jurisdiction over the person of such parties and over the
subject matter of any dispute relating to any request or application for such
injunctive relief, and (d) each hereby waives any and all objections and
defenses based on forum, venue or personal or subject matter jurisdiction as
they may relate to an application for such injunctive relief in a suit or
proceeding brought before such a court in accordance with the provisions of this
Section 14. All disputes not relating to any request or application for
injunctive relief in accordance with this Section 14 shall be resolved by
arbitration in accordance with Section 17 (b).

         Notwithstanding any other provision hereof, the Company's obligations
to pay Executive any amount or provide Executive with any benefit or right
pursuant to Section 7(f) is subject to Executive's compliance with his
obligations under Sections 8 through 14, inclusive.

         15.      Assumption of Agreement. The Company shall require any
Successor thereto, by agreement in form and substance reasonably satisfactory to
Executive, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. Failure of the Company to obtain such
agreement prior to the effectiveness of any such succession shall be a breach of
this Agreement and shall entitle Executive to compensation from the Company in
the same amount and on the same terms as Executive would be entitled hereunder
if the Company had terminated Executive's employment Without Cause as described
in Section 7, except that for purposes of implementing the foregoing, the date
on which any such succession becomes effective shall be deemed the Date of
Termination.

         16.      Entire Agreement. This Agreement (including the Exhibit
hereto) constitutes the entire agreement among the parties hereto with respect
to the subject matter

<PAGE>

hereof. All prior correspondence and proposals (including but not limited to
summaries of proposed terms) and all prior promises, representations,
understandings, arrangements and agreements relating to such subject matter
(including but not limited to those made to or with Executive by any other
Person and those contained in any prior employment, consulting or similar
agreement entered into by Executive and the Company or any predecessor thereto
or Affiliate thereof) are merged herein and superseded hereby.

         17.      Miscellaneous.

         (a)      Binding Effect; Assignment. This Agreement shall be binding on
and inure to the benefit of the Company and its successors and permitted
assigns. This Agreement shall also be binding on and inure to the benefit of
Executive and his heirs, executors, administrators and legal representatives.
This Agreement shall not be assignable by any party hereto without the prior
written consent of the other parties hereto, except as provided pursuant to this
Section 17(a). The Company may effect such an assignment without prior written
approval of Executive upon the transfer of all or substantially all of its
business and/or assets (by whatever means), provided that the Successor to the
Company shall expressly assume and agree to perform this Agreement in accordance
with the provisions of Section 15.

         (b)      Arbitration. Any dispute or controversy arising under or in
connection with this Agreement (except in connection with any request or
application for injunctive relief in accordance with Section 14) shall be
resolved by binding arbitration. The arbitration shall be held in New York City
and, except to the extent inconsistent with this Agreement, shall be conducted
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association then in effect at the time of the arbitration, and otherwise in
accordance with principles which would be applied by a court of law or equity.
The arbitrator shall be acceptable to both the Company and Executive. If the
parties cannot agree on an acceptable arbitrator, the dispute shall be heard by
a panel of three arbitrators, one appointed by the Company, one appointed by
Executive, and the third appointed by the other two arbitrators. All expenses of
arbitration shall be borne by the party who incurs the expense, or, in the case
of joint expenses, by both parties in equal portions.

         (c)      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without reference
to principles of conflicts of laws.

         (d)      Taxes. The Company may withhold from any payments made under
this Agreement all applicable taxes, including but not limited to income,
employment and social insurance taxes, as shall be required by law.

         (e)      Amendments. No provision of this Agreement may be modified,
waived or discharged unless such modification, waiver or discharge is approved
by the Board or a Person authorized thereby and is agreed to in writing by
Executive. No waiver by any party hereto at any time of any breach by any other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No waiver of any provision of this Agreement shall be implied
from any course of dealing between

<PAGE>

or among the parties hereto or from any failure by any party hereto to assert
its rights hereunder on any occasion or series of occasions.

         (f)      Severability. In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

         (g)      Notices. Any notice or other communication required or
permitted to be delivered under this Agreement shall be (i) in writing, (ii)
delivered personally, by courier service or by certified or registered mail,
first-class postage prepaid and return receipt requested, (iii) deemed to have
been received on the date of delivery or, if so mailed, on the third business
day after the mailing thereof, and (iv) addressed as follows (or to such other
address as the party entitled to notice shall hereafter designate in accordance
with the terms hereof):

         (A)      If to the Company, to it at:

                  Office of the General Counsel
                  Instinet Group Incorporated
                  3 Times Square
                  New York, New York 10036

         (B)      if to Executive, to him at his residential address as
                  currently on file with the Company.

         (h)      Voluntary Agreement; No Conflicts. Executive represents that
he is entering into this Agreement voluntarily and that Executive's employment
hereunder and compliance with the terms and conditions of this Agreement will
not conflict with or result in the breach by Executive of any agreement to which
he is a party or by which he or his properties or assets may be bound.

         (i)      Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.

         (j)      Headings. The section and other headings contained in this
Agreement are for the convenience of the parties only and are not intended to be
a part hereof or to affect the meaning or interpretation hereof.

         (k)      Certain Definitions.

         "Affiliate": with respect to any Person, means any other Person that,
directly or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with the first Person, including but
not limited to a Subsidiary of the first Person, a Person of which the first
Person is a Subsidiary, or another Subsidiary of a Person of which the first
Person is also a Subsidiary.

         "Business": means the creation and delivery of transactional products
and products related to the financial services sector and brokerage services
related thereto delivered

<PAGE>

largely, but not exclusively, through advanced technology, that permit or aid
the Company's customers to invest in, purchase and sell securities (whether
fixed income or equity, both during normal market hours and after hours), and
any and all other businesses that after the date hereof, and from time to time
during the Employment Period, are material with respect to the Company's and
its Affiliates' businesses.

         "Control": with respect to any Person, means the possession, directly
or indirectly, severally or jointly, of the power to direct or cause the
direction of the management policies of such Person, whether through the
ownership of voting securities, by contract or credit arrangement, as trustee or
executor, or otherwise.

         "Person": any natural person, firm, partnership, limited liability
company, association, corporation, company, trust, business trust, governmental
authority or other entity.

         "Subsidiary": with respect to any Person, each corporation or other
Person in which the first Person owns or Controls, directly or indirectly,
capital stock or other ownership interests representing 50% or more of the
combined voting power of the outstanding voting stock or other ownership
interests of such corporation or other Person.

         "Successor": of a Person means a Person that succeeds to the first
Person's assets and liabilities by merger, liquidation, dissolution or otherwise
by operation of law, or a Person to which all or substantially all the assets
and/or business of the first Person are transferred.

<PAGE>

         IN WITNESS WHEREOF, the Company has duly executed this Agreement by its
authorized representatives, and Executive has hereunto set his hand, in each
case effective as of the date first above written.

                                   INSTINET GROUP INCORPORATED

                                   By: /s/ Paul A. Merolla
                                       ---------------------------------
                                       Name:  Paul A. Merolla
                                       Title: Executive Vice President
                                              and General Counsel

                                   Executive:

                                       /s/ Andre-Francois Helier Villeneuve
                                       ------------------------------------
                                       ANDRE-FRANCOIS HELIER VILLENEUVE

</TEXT>
</DOCUMENT>
