SIEBERT FINANCIAL CORP
STRATEGIC ALLIANCE EXHIBIT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>3
<FILENAME>x10-11.txt
<DESCRIPTION>STRATEGIC ALLIANCE EXHIBIT
<TEXT>
                                                                  EXECUTION COPY


                          STRATEGIC ALLIANCE AGREEMENT


         This Strategic Alliance Agreement (this "Agreement"), dated as of April
29, 2002, by and between Intuit Inc., a Delaware corporation,  having offices at
2535 Garcia Avenue, Mountain View, California 94043 ("Intuit"), Muriel Siebert &
Co., Inc., a Delaware corporation, having offices at 885 Third Avenue, New York,
New York 10022 ("Siebert") and, for purposes of Sections 1(e)(v), 4(a), 4(d) and
9(c), Investment Solution, Inc., a Delaware corporation ("ISI").

         WHEREAS,  Intuit is  engaged  in the  business  of  providing  personal
finance  software  products and services,  including,  without  limitation,  its
Quicken(R) desktop software products Quicken Basic, Quicken Deluxe, Quicken Home
and Business and Quicken Suite (excluding  TurboTax and any third party products
contained   therein)   (collectively,    "Quicken")   and   its   Internet-based
Quicken.com(TM) service ("Quicken.com") (collectively, the "Quicken Products");

         WHEREAS,  Siebert  is  engaged  in the  business  of  providing  retail
brokerage  services  for  publicly  traded  securities,  mutual  funds and other
related products;

         WHEREAS,  the parties  desire to work  together to develop,  market and
operate the Joint Brokerage Service (as defined herein); and

         WHEREAS,   ISI  is  an   affiliate  of  Intuit  that  is  applying  for
registration as a limited purpose  broker-dealer and whose business will consist
in part of  referring  users of the  Quicken  Products  to the  Joint  Brokerage
Service.

         NOW,  THEREFORE,  in consideration of the mutual promises  contained in
this Agreement,  and for other good and valuable consideration,  the receipt and
adequacy of which are hereby  acknowledged,  the parties hereto agree as follows
(with  certain  capitalized  terms  having the  meanings set forth in Section 13
hereof):

         1. STRATEGIC ALLIANCE.

         (a)  Objective  of the  Strategic  Alliance.  The  exclusive  strategic
alliance  contemplated  herein  will be the vehicle  whereby  Intuit and Siebert
together offer a joint brokerage  service to customers as  contemplated  herein,
Intuit  as a  technology,  marketing  and  content  provider  and  Siebert  as a
broker-dealer and provider of certain brokerage and other services.

         (b) Development.  The milestones for development of the Joint Brokerage
Service are set forth in Exhibit A. The parties shall provide the specifications
for, and the features and  functionality  for use by the customers of, the Joint
Brokerage  Service  that are set  forth  in the  definition  of Joint  Brokerage
Service, the definition of Brokerage Platform and in Exhibit A.

         (c)  Customer  Agreement.  Prior  to a  customer's  use  of  the  Joint
Brokerage  Service,  such customer  shall enter into a customer  agreement  with
Siebert in the form agreed upon by the parties and  attached as Exhibit B hereto
from time to time.

<PAGE>

         (d) Branding. Intuit and Siebert, based on market and customer research
and subject to regulatory requirements, will determine the branding of the Joint
Brokerage Service.  Final approval of the branding will be mutually agreed upon.
The current example of the branding to be used for the Joint  Brokerage  Service
is attached hereto as Exhibit C.

         (e) Customer and Other  Services.  The parties will have the  following
responsibilities with respect to the development, marketing and operation of the
Joint Brokerage Service.

              (i) Siebert  shall  provide the standard  broker-dealer  services,
including without  limitation  systems and customer service,  compliance review,
new accounts  administration  and  telephone  trading  operations  for the Joint
Brokerage  Service,  in accordance with applicable laws,  industry standards and
the service  standards set forth in Exhibit D (which  standards will be at least
as high as the highest standard  provided by Siebert to its other customers from
time to time on or after the Launch Date).

              (ii) Intuit shall provide technical service related to the Quicken
Products  utilized by customers of the Joint  Brokerage  Service,  in accordance
with applicable laws,  industry standards and the service standards set forth in
Exhibit  D (which  standards  will be at least as high as the  highest  standard
provided  by  Intuit to its  other  customers  from time to time on or after the
Launch Date).

              (iii) [Intentionally Omitted.]

              (iv) As between the parties,  Siebert shall be solely  responsible
for the  Content,  including  without  limitation  any Intuit  Licensed  Content
licensed to Siebert by Intuit or other third-party  Content  providers,  that is
available on or accessible through the Joint Brokerage  Service,  complying with
applicable laws and regulations of any Regulatory  Authority having jurisdiction
over Siebert.  In  furtherance  of the  foregoing,  (I) Intuit shall provide any
Content to Siebert prior to its being made  available on or  accessible  through
the Joint Brokerage Service, and Siebert shall have the right, in its reasonable
discretion, to approve or disapprove such Content (and such Content shall not be
made available on or accessible  through the Joint Brokerage  Service if Siebert
disapproves  of it, it being  understood  that the  primary  focus of  Siebert's
review of such Content  shall be with respect to  regulatory  concerns) and (II)
Siebert  shall have the  right,  at any time,  to  require  Intuit to remove any
Content from the Joint Brokerage  Service so long as the removal of such Content
is based upon regulatory  concerns.  In the case of the foregoing subclause (I),
Siebert shall generally  review and approve or disapprove of Content within five
(5) Business Days after Intuit has provided such Content to Siebert,  subject to
a longer review period for particularly  complex or lengthy Content. The parties
shall agree on a form of disclaimer to be used on the Joint  Brokerage  Service.
As between the  parties,  Intuit  shall be solely  responsible  for the Content,
including without  limitation any Intuit Licensed Content,  that is available on
or through Quicken.com (other than the "Investing" tab (or its successor tab) or
the  Joint  Brokerage  Service,  it being  understood  that the  Content  on the
"Investing"  tab (or its successor  tab) is a subset of the Content on the Joint
Brokerage  Service)  complying  with  applicable  laws  and  regulations  of any
Regulatory Authority having jurisdiction over Intuit.


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<PAGE>

              (v) Intuit  and ISI will use  commercially  reasonable  efforts to
promote the brokerage and other services  provided by Siebert  through the Joint
Brokerage Service, including without limitation by referring users of the Intuit
products to the Joint  Brokerage  Service in accordance  with the marketing plan
adopted and approved by the Steering Committee.

              (vi) Prior to the Launch Date,  Intuit and Siebert  shall  provide
training on the terms set forth in Exhibit D.

              (vii)  Each party  shall  market  the Joint  Brokerage  Service in
accordance with the marketing plans to be developed by the Operating Teams.

         (f)  Tracking and  Reporting.  The  Operating  Teams will track the key
metrics for the Joint Brokerage  Service  described on Exhibit E during the time
frames set forth on such Exhibit.  The parties shall deliver such reports as are
described in Exhibit E.

         2.  BROKERAGE  PLATFORM.   Siebert  will  directly,   and  through  its
vendor(s),  develop and  provide to the Joint  Brokerage  Service the  Brokerage
Platform,  in accordance with the development and delivery  milestones set forth
on  Exhibit  A.  Although,  as  set  forth  above,  Siebert  may  delegate  such
obligations to Pershing, responsibility for performance thereof shall remain the
obligation of Siebert.

         3.  MANAGEMENT.  The  strategic  alliance will be managed by a Steering
Committee (the "Steering Committee") in accordance with the terms and conditions
set forth in Exhibit F. The Steering Committee will establish  "operating teams"
(the "Operating Teams") in accordance with the terms and conditions set forth in
Exhibit F.

         4. FINANCIAL ASPECTS.

         (a) 50/50 Split of Gross Revenues.

              (i) Gross Revenues  generated from (I) Joint Customers  (except as
contemplated  by  subsection  (ii)  below)  and  (II) (x) any  Existing  Siebert
Customer that migrates to the Joint Brokerage Service after the period beginning
on the Launch Date and ending twenty-four (24) months thereafter, (y) any Future
Siebert  Customer that migrates to the Joint Brokerage  Service after the period
beginning on the date on which such customer  establishes  an account at Siebert
and ending  twenty-four  (24) months  thereafter  and (z) any  Acquired  Siebert
Customer that migrates to the Joint Brokerage Service after the period beginning
on the effective date of the acquisition of such customer and ending twenty-four
(24) months thereafter, from brokerage products and services offered through the
Joint  Brokerage  Service as of the Launch Date, will be split 50/50 between ISI
and Siebert. Siebert will pay ISI its share of Gross Revenue pursuant to Section
4(d).  The parties agree that the customers in (x) through (z) shall be included
in the definition of Joint Customers.

              (ii) Gross Revenues  generated from Joint Customers from brokerage
products  and  services  offered  through  the Joint  Brokerage  Service,  which
products and services are not available  through the Joint Brokerage  Service as
of the Launch Date,  will be split in accordance  with a formula,  and paid at a
time, to be determined by the Steering Committee.



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<PAGE>

         (b) 50/50 Split of Expenses. The parties will not be reimbursed for any
costs or expenses incurred in connection with the strategic  alliance except for
Incremental  Expenses.  Incremental  Expenses will be split 50/50 between Intuit
and Siebert,  provided that such Incremental  Expenses are within the budget set
forth in the  annual  business  and  financial  plan  approved  by the  Steering
Committee (which, for the Start-up Period,  shall be the Initial Business Plan).
Each party will advance any and all Incremental  Expenses incurred by such party
during a True-Up Period.  The Steering  Committee shall from time to time review
and approve,  in its sole  discretion,  the payment of any Incremental  Expenses
that are in excess of budgeted  amounts or that were not  specifically set forth
in the annual  business and financial  plan  approved by the Steering  Committee
(which,  for  the  Start-up  Period,   shall  be  the  Initial  Business  Plan).
Notwithstanding  anything to the contrary set forth  herein,  the parties  agree
that all  Incremental  Expenses  incurred by the parties since  February 4, 2002
that are  reflected  and  detailed in the Initial  Business  Plan shall be split
50/50.

         (c) Reports of Incremental Expenses and Gross Revenues.  Within fifteen
(15)  calendar  days after the end of each month,  (i) Siebert  shall deliver to
Intuit a report setting forth all  Incremental  Expenses (the "Siebert IE") that
pursuant to Section 4(b) are subject to the Incremental  Expenses split and that
have been  incurred by Siebert  during such month,  (ii) Intuit shall deliver to
Siebert a report setting forth all  Incremental  Expenses (the "Intuit IE") that
pursuant to Section 4(b) are subject to the Incremental  Expenses split and that
have been  incurred by Intuit  during such month and (iii) Siebert shall deliver
to Intuit a report setting forth the Gross Revenues described in Section 4(a)(i)
that are earned by Siebert during such month. Each of the reports referred to in
this  subsection  shall  be  prepared  on the  accrual  basis of  accounting  in
accordance with GAAP. Any adjustments  required to correct such reports shall be
made in the  report  for the  month  following  discovery  of the  need  for the
adjustment  and shall be brought to the  attention  of,  and  explained  to, the
non-discovering  party.  The parties will  promptly  furnish each other  back-up
schedules or other  information  requested in connection with any of the reports
referred to in this subsection.

         (d) True-Up of Gross Revenues.  Within  twenty-five  (25) calendar days
after the end of each  True-Up  Period,  based on reports  delivered  by Siebert
under subsection (c)(iii) above,  Siebert, in consultation with Intuit's finance
representative,  shall  calculate the amount equal to fifty percent (50%) of the
Gross  Revenue  for that  True-Up  Period  and  shall  pay such  amount  to ISI.
Notwithstanding anything in this Agreement to the contrary, Siebert shall not be
required to make any payment of Gross Revenue that would otherwise be due to ISI
(or a person  designated  by Intuit)  under this  Agreement if, at the time such
payment  would  be due,  each of the  following  conditions  exists:  (i) ISI is
statutorily disqualified (within the meaning of Section 3(a)(39) of the Exchange
Act) from  conducting a business as a  broker-dealer  or is not then  registered
with the SEC as a  broker-dealer;  (ii)  Intuit has not  designated  another SEC
registered  broker-dealer to receive such payments (which  broker-dealer is not,
at the time such  payment  would be due,  statutorily  disqualified  (within the
meaning of Section 3(a)(39) of the Exchange Act) from conducting a business as a
broker-dealer and is, at such time, registered with the SEC as a broker-dealer),
such  broker-dealer  to be reasonably  acceptable to Siebert;  and (iii) Siebert
reasonably  believes  (with the  written  advice of its  legal  counsel  to such
effect,  which legal counsel may assume that the relevant facts  presented to it
by  Siebert  are  true  and  correct  without  independent  investigation)  that
Siebert's  payment of such Gross Revenue would violate any applicable law or any
other rule or regulation of any Regulatory Authority; provided, however, that in
the event  that  Siebert  refrains  from  making any  payment  of Gross  Revenue
pursuant to this sentence,  Intuit shall use its best efforts (and Siebert shall
use its commercially  reasonable efforts to cooperate in good faith with Intuit)
to restructure the compensation arrangements hereunder to confer upon Intuit the
economic benefits contemplated hereunder consistent with applicable law.



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<PAGE>

         (e) True-Up of Incremental  Expenses.  Within twenty-five (25) calendar
days after the end of each  True-Up  Period,  based on the reports  delivered by
Intuit  and  Siebert  under  subsections  (c)(i)  and (ii)  above,  Siebert,  in
consultation  with Intuit's  finance  representative,  shall calculate an amount
equal to fifty percent (50%) of the  collective  Incremental  Expenses of Intuit
and Siebert for that  True-Up  Period (the "IE Split") and (I) if the Siebert IE
for such True-Up  Period is greater than the IE Split,  then Intuit shall pay to
Siebert such  difference,  or (II) if the Intuit IE for such  True-Up  Period is
greater than the IE Split, then Siebert shall pay to Intuit such difference.

         (f) Payments.  Any payment to be made pursuant to  subsections  (d) and
(e) above  shall be made  within  seven (7)  calendar  days  after  Siebert,  in
consultation with Intuit's finance  representative,  completes such calculation.
All payments  made  pursuant to this Section 4 shall be made by wire transfer of
immediately  available funds to the account for the payee set forth on Exhibit G
or such other  account  as  Siebert or Intuit (or ISI),  as the case may be, may
designate  in writing  from time to time.  In the event any such  payment is not
made when due, the entire unpaid amount shall accrue  interest until it has been
paid in full at the rate of the  lesser of (i)  prime  plus 2% per annum or (ii)
the highest rate then permitted under applicable law.

         (g)  Section 4 Audit  Rights.  Based on the  calculations  made in this
Section 4, within  twenty-five  (25) calendar days after the end of each True-Up
Period, Siebert shall prepare and issue a report (a "True-Up Statement") setting
forth the amount of the Gross Revenue split for Siebert and Intuit, the IE Split
and the amount paid to Siebert or Intuit for each  True-Up  Period.  Siebert and
Intuit shall have the right,  at their own expense,  to audit each other's books
and records relating to a True-Up  Statement.  Such an audit may be conducted no
more than once as to each True-Up Statement by employees of Intuit or Siebert or
an  accounting  firm that is a member of the  American  Institute  of  Certified
Public Accountants,  Public Companies Practice Section. The results of any audit
shall be promptly reported to the audited party and any issues shall be resolved
by the Steering Committee. The Gross Revenue split and the IE Split set forth in
a True-Up  Statement shall become conclusive and not subject to challenge twelve
(12)  months  after the True-Up  Statement  is issued  unless  there is an audit
ongoing  or any  unresolved  audit  issue is  being  discussed  by the  Steering
Committee in which case it shall become  conclusive and not subject to challenge
when resolved.

         5. Cross Selling.

         (a) Intuit shall not directly  promote on the Joint  Brokerage  Service
either competitive  brokerage  products or any other third party  advertisements
(except  Compaq  advertisements);  provided,  however,  that Intuit shall not be
prohibited from promoting  products or services that are under the Intuit brands
or  co-brands  on  the  pages  of the  Joint  Brokerage  Service  that  are  not
Pershing-framed  pages,  which  products  or  services  would not  otherwise  be
directly competitive with brokerage products. On the Pershing-framed  pages, the
parties  shall  promote only  advertisements  that  benefit the Joint  Brokerage
Service.  Intuit shall not place  competitive  brokerage  advertisements  on the
Quicken.com  home page or on the page after clicking on the  "Investing" tab (or
its successor tab) but before logging on to the Joint Brokerage Service.  Intuit
shall not otherwise, however, be prohibited from providing branded or co-branded
tools or content (but not Brokerage  Accounts) to other  broker-dealers  or from
promoting  competitive products or services of broker-dealers  through a variety
of advertising and marketing relationships.



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<PAGE>

         (b) Siebert shall not directly  promote on the Joint Brokerage  Service
(including,  without  limitation by providing  hyperlinks to a competitor's  web
site from the Joint  Brokerage  Service) any products or services  that directly
compete  with the products and  services  currently  provided by Intuit.  In the
event that,  after the Effective Date,  Intuit provides  additional  products or
services  that are  competitive  with the products or services  that Siebert has
been promoting on the Joint  Brokerage  Service,  Siebert shall cease  promoting
those  products  or  services  on  the  Joint  Brokerage   Service  as  soon  as
commercially  reasonably  practicable  and  shall  not  renew  such  promotional
offerings.  Following a Change of Control as to which Intuit does not  terminate
this strategic  alliance,  neither Siebert nor the acquiring entity, as the case
may be, shall (i) promote on the Joint Brokerage  Service or otherwise market to
Joint  Customers  any of the  acquirer's  products  or services or (ii) move the
Joint Customers from the Brokerage  Platform on the Joint  Brokerage  Service to
another brokerage platform.

         (c) Notwithstanding  anything to the contrary set forth in this Article
5, (i) Intuit shall not be  prohibited  from  directly or  indirectly  promoting
(except that they shall be so  prohibited  on the  Pershing-framed  pages of the
Joint Brokerage  Service)  products and services  marketed to small  businesses,
sole proprietors or individual employees through their employers pursuant to the
Principal  Agreement and (ii) Siebert  shall not be prohibited  from directly or
indirectly  promoting to Siebert Customers,  on any pages of the Joint Brokerage
Service, any products or services.

         6. INTELLECTUAL PROPERTY; OWNERSHIP OF ASSETS.

         (a) Intellectual Property.

              (i) Intuit Ownership.  As between the parties, Intuit will own and
control  all right,  title and  interest  in and to (I) the look and feel of the
Joint Brokerage Service,  including,  without limitation, as between the parties
the look and feel of all  aspects of the  Quicken  Products  that  relate to the
Joint Brokerage Service  (excluding the look and feel of the Siebert Content and
the  Pershing-framed  pages of the Joint  Brokerage  Service  (other than Intuit
Content  included  thereon)),  (II) the software,  APIs, and other  intellectual
property  embodied  in the  Quicken  Products  and the Joint  Brokerage  Service
(excluding the Pershing-framed  pages of the Joint Brokerage Service (except for
Intuit Content included therein) and the Siebert Content);  and (III) all Intuit
trademarks  and  service  marks,   including  without  limitation  those  Intuit
trademarks  and service  marks  appearing in the Quicken  Products and the Joint
Brokerage Service pages.

              (ii) Siebert Ownership.  As between the parties,  Siebert will own
and control all right,  title and  interest in and to (I) the software and other
intellectual  property  embodied  in  Siebert's  website  (excluding  the Intuit
Content,  if any),  (II) the look and feel of the  Pershing-framed  pages of the
Joint Brokerage Service (excluding the Intuit Content included thereon, if any),
and (III) all Siebert trademarks and service marks, including without limitation
those Siebert trademarks and service marks appearing in the Quicken Products and
the Joint Brokerage Service pages.



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<PAGE>

         (b) Customer  Information.  Joint Customer  information will be jointly
owned by the  parties  and  each of the  parties  will  ensure  that  the  Joint
Customers are so informed.

         (c) Trademark Licenses.

              (i) During the Term and, if applicable, the Wind-Down Period, each
party  hereby  grants  to the  other a  nonexclusive,  worldwide,  royalty-free,
non-transferable, non-sublicensable (except as set forth in the last sentence of
this  subsection)  license to use the marks of the other party listed below (the
"Marks")  only in accordance  with the terms of this  Agreement and to carry out
the  purposes of this  Agreement,  subject to prior  review and  approval by the
other  party and in  compliance  with the other  party's  trademark  policies in
effect from time to time  including,  but not limited  to,  trademark  usage and
cooperative advertising policies. The Marks are:

         Intuit Marks: Quicken.com, Quicken Brokerage and Quicken

         Siebert Marks: Siebert and design

Notwithstanding the foregoing,  Siebert may sublicense these rights, in whole or
in part, to Pershing  provided,  that Pershing agrees in a writing,  in form and
substance  reasonably  acceptable  to Intuit  and to which  Intuit is an express
third  party  beneficiary,  to  comply  with the terms of this  Section  6(c) in
connection with its use of Intuit's Marks.

              (ii)  Each  of  Intuit  and  Siebert   shall  have  the  right  to
pre-approve  any use of any of its  Marks  by the  other  party  in any  medium,
including,  without limitation,  any press releases.  Such approval shall not be
unreasonably   withheld,   delayed  or  conditioned.   Such  approval  shall  be
accomplished by notifying the owner of the Marks in writing of the intended use.
The owner of the Marks  shall have five (5)  Business  Days from its  receipt of
such notice to make comments and/or approve such use; provided, however, that in
the case of (A) a press  release  that can be made  more  than  thirty-six  (36)
hours,  but is required to be made less than five (5) Business  Days,  after the
party seeking approval becomes aware of the facts requiring disclosure or (B) an
earnings press release,  the owner of the Marks shall have thirty-six (36) hours
from its  receipt  of such  notice to make  comments  and/or  approve  such use;
provided,  further,  that in the case of a press  release that is required to be
made less than  thirty-six (36) hours after the party seeking  approval  becomes
aware of the facts requiring disclosure, the party seeking approval shall to the
extent  practicable  seek the input of the owner of the Marks as to such use. In
the case of the five (5) Business Day and thirty-six (36) hour approval periods,
if the owner of the Marks does not provide  such a response  within such period,
it shall be deemed to have  approved  the use. Any use by one party of the other
party's Marks shall inure to the benefit of the other party as trademark owner.



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<PAGE>

         (d) Linking Licenses.

              (i)  License to Intuit.  During the Term and, if  applicable,  the
Wind-Down  Period,  Siebert hereby grants to Intuit a non-exclusive,  worldwide,
royalty-free,  non-transferable,  non-sublicensable  license  to (I) link to the
Pershing-framed  pages  of the  Joint  Brokerage  Service  and (II)  subject  to
Siebert's  prior review and  approval,  to use,  reproduce,  make  available and
publicly display, reframe, publicly market,  distribute,  transmit,  promote and
sublicense  the  Siebert  Owned  Content,  in  whole or in  part,  in the  Joint
Brokerage  Service,  solely in  connection  with  Intuit's  performance  of this
Agreement;  provided,  however,  that any  sublicensing  of such  Siebert  Owned
Content by Intuit shall only be in  connection  with the  operation of the Joint
Brokerage Service.

              (ii) License to Siebert.  During the Term and, if applicable,  the
Wind-Down  Period,  Intuit hereby grants to Siebert a non-exclusive,  worldwide,
royalty-free, non-transferable (except as set forth in the last sentence of this
subsection),  non-sublicensable  license  to (I)  link  to  Quicken.com  and the
non-Pershing-framed  pages of the Joint  Brokerage  Service and (II)  subject to
Intuit's  prior review and  approval,  to use,  reproduce,  make  available  and
publicly display, reframe, publicly market,  distribute,  transmit,  promote and
sublicense the Intuit Content, in whole or in part, on the Pershing-framed pages
of the Joint Brokerage Service,  solely in connection with Siebert's performance
of this Agreement;  provided,  however, (I) that Intuit shall have no obligation
to sublicense  any portion of the Intuit  Licensed  Content or any of the Intuit
Owned  Content  that is not owned by Intuit as to which a required  third  party
consent to such  sublicense  has not been  obtained or as to which a third party
would be entitled to additional  consideration  for such  sublicense,  (II) that
Siebert's  sublicense with respect to the Intuit Licensed  Content or any of the
Intuit  Owned  Content  that is not  owned by  Intuit  shall be  subject  to any
agreements  between Intuit and the sources or providers of such Intuit  Licensed
Content or Intuit  Owned  Content  that is not owned by  Intuit,  (III) that any
restrictions to the sublicense or other obligations imposed on Siebert by reason
of the foregoing  subsection  (II) must be communicated to Siebert in writing by
Intuit at least thirty (30) calendar  days before  Siebert will be bound by such
restrictions and/or  obligations,  and (IV) that any sublicensing of such Intuit
Content  by  Siebert  shall  only be in  connection  with the  operation  of the
Pershing-framed  pages of the Joint  Brokerage  Service.  Siebert shall have the
right to assign all of its rights and obligations under this Section 6(d)(ii) to
Pershing,  provided  that Pershing  assumes in a writing,  in form and substance
reasonably  acceptable  to Intuit and to which Intuit is an express  third party
beneficiary,  all  of  Siebert's  rights  and  obligations  under  this  Section
6(d)(ii).

         (e) Third Party  Licenses.  Intuit and Siebert  will  cooperate in good
faith to obtain any third party licenses that the Steering Committee  determines
are appropriate for the Joint Brokerage  Service,  including without  limitation
licenses from Pershing.

         7. REPRESENTATIONS AND WARRANTIES; INDEMNITY.

         (a) Representations and Warranties.

              (i) Each  party  represents  and  warrants  to the other as of the
Effective  Date and as of the Launch Date that (I) it has the full right,  power
and  authority to enter into this  Agreement  and to discharge  its  obligations
hereunder  (including,   without  limitation,   granting  the  licenses  granted
hereunder);  (II) the  execution  and delivery by it of this  Agreement  and any
other  agreement  entered into by such party  contemplated  by the  transactions


                                       8
<PAGE>

contemplated   hereby  does  not,  and  the  consummation  of  the  transactions
contemplated  hereby and thereby does not and will not, conflict with, result in
a violation  or breach of, or  constitute  a default  under,  any  agreement  or
contract to which it is a party;  (III) (except as disclosed in writing prior to
the  Effective  Date or pursuant  to Section  7(a)(iv) by one party to the other
party), it has all permits,  licenses and authorizations  required by applicable
United States Regulatory Authorities to perform its obligations  hereunder;  and
(IV) it has, and during the Term and the Wind-Down Period will continue to have,
the right to grant the licenses granted by it hereunder.

              (ii) Siebert represents and warrants to Intuit as of the Effective
Date and the Launch Date  (except as disclosed in writing to Intuit prior to the
Effective Date or pursuant to Section 7(a)(iv)), and covenants, that:

                     (I) Siebert has not  exceeded in any  material  respect the
business activities enumerated in any membership agreements or other limitations
imposed  in  connection  with  its  registrations,   forms  (including,  without
limitation,  Form BDs) and reports  filed with an  Exchange or any  governmental
entity  relating  to  its  broker-dealer  business  or  operations.  Siebert  is
registered in all of the states of the United States of America, the District of
Columbia and Puerto Rico as a  broker-dealer  and is authorized in each of those
states to conduct the types of  businesses  set forth in Siebert's  Form BD, and
Siebert has filed all reports,  registrations and statements,  together with any
amendments  required to be made with  respect  thereto,  that it was required to
file since 1997 with an  Exchange  or any  governmental  entity  relating to its
broker-dealer  business and  operations,  and all other  reports and  statements
relating to Siebert's broker-dealer business and operations required to be filed
by it have been filed  including,  without  limitation,  any report or statement
required to be filed  pursuant to the laws,  rules or  regulations of the United
States, any state or any governmental entity and any other Regulatory  Authority
and Siebert  has paid all fees and  assessments  due and  payable in  connection
therewith.  The information  contained in such registrations,  forms and reports
was true and  complete  in all  material  respects  as of the date of the filing
thereof.  Each such registration is in full force and effect on the date hereof.
Except  for normal  examinations  conducted  by a  Regulatory  Authority  in the
regular course of the business of Siebert, no Regulatory Authority has initiated
any  proceeding or  investigation  into the business or operations of Siebert or
any of its employees, agents, brokers or representatives. There is no unresolved
violation or exception by any Regulatory Authority with respect to any report or
statement relating to any examination of Siebert.

                     (II) Each of  Siebert's  employees  that is  required to be
registered as a registered  representative  or a  salesperson  with the SEC, the
securities  commission  of any  state  or  foreign  jurisdiction  or  any  other
Regulatory  Authority is duly registered as such, and all such registrations are
in  full  force  and  effect.  All  federal,   state  and  foreign  registration
requirements  of Siebert have been  complied  with in all material  respects and
such  registrations  as currently filed, and all periodic reports required to be
filed with respect thereto, are accurate and complete in all material respects.

                     (III) Neither  Siebert nor any of its Affiliates is subject
to any  cease-and-desist  or other order or  enforcement  action issued by, or a
party to any written agreement, consent agreement or memorandum of understanding
with,  or a party to any  commitment  letter or  similar  undertaking  to, or is
subject  to any  order or  directive  by, or has been  ordered  to pay any civil




                                       9
<PAGE>

penalty by, or is a recipient of any  supervisory  letter from, or has adopted a
board resolution at the request or suggestion of, any Regulatory  Authority that
materially  restricts the conduct of its business or that in any material manner
relates to its capital  adequacy,  its ability to pay  dividends,  its credit or
risk  management  policies,  its management or its business (each, a "Regulatory
Agreement"), nor has Siebert or any of its Affiliates been advised in writing or
otherwise  by  any  Regulatory  Authority  that  it is  considering  issuing  or
requesting  any such  Regulatory  Agreement  nor is there any pending or, to the
knowledge of Siebert, threatened regulatory investigation.

                     (IV) Siebert (A) has  implemented  and will maintain during
the term of this Agreement policies and procedures that are reasonably  designed
to comply with the applicable federal and state securities and commodities laws,
rules and regulations and Securities Regulations including,  without limitation,
those relating to  advertising,  licensing,  sales  practices,  market  conduct,
operation and redundancy of online  systems,  maintenance  of net capital,  risk
assessment and continuing  education  (collectively,  the "Siebert  Policies and
Procedures");  and (B) has no knowledge of any material  noncompliance  with the
Siebert Policies and Procedures.

                     (V) The Siebert Marks and the Siebert Owned Content  (other
       than any of the  Siebert  Owned  Content  that is not  owned by  Siebert)
       programmed on the Joint Brokerage  Service do not, and will not, infringe
       upon any trademark or copyright or misappropriate any trade secret of any
       third party, and such Content does not contain any false statements,  use
       defamatory  language or contain any language that  illegally  damages the
       reputation of any Person.

              (iii)  Intuit  represents  and  warrants  to  Siebert  as  of  the
Effective  Date and the Launch Date  (except as  disclosed in writing to Siebert
prior to the Effective  Date or pursuant to Section  7(a)(iv)),  and  covenants,
that:

                     (I)  Intuit  will (A) cause ISI to be  registered  with the
National Association of Securities Dealers,  Inc., and (B) cause ISI to maintain
all  approvals  necessary  for it to receive  payments as  contemplated  by this
Agreement.

                     (II) The Intuit Marks and the Intuit Owned  Content  (other
than any of the Intuit Owned Content that is not owned by Intuit)  programmed on
the Joint Brokerage Service do not, and will not, infringe upon any trademark or
copyright or misappropriate any trade secret of any third party and such Content
does not contain any false  statements,  use defamatory  language or contain any
language that illegally damages the reputation of any Person.

                     (III) On the Launch Date, ISI will not have exceeded in any
material respect the business activities enumerated in any membership agreements
or  other  limitations  imposed  in  connection  with its  registrations,  forms
(including,  without limitation, Form BDs) and reports filed with an Exchange or
any governmental entity relating to its broker-dealer business or operations. On
the Launch Date, ISI will have filed all reports,  registrations and statements,
together with any amendments  required to be made with respect thereto,  that it
was required to file with an Exchange or any governmental entity relating to its
broker-dealer  business and  operations,  and all other  reports and  statements
relating to its broker-dealer business and operations required to be filed by it
will have been filed  including,  without  limitation,  any report or  statement
required to be filed  pursuant to the laws,  rules or  regulations of the United
States, any state or any governmental entity and any other Regulatory  Authority
and ISI will have paid all fees and  assessments  due and payable in  connection



                                       10
<PAGE>

therewith.  The information  contained in such registrations,  forms and reports
will be true and complete in all material  respects as of the date of the filing
thereof.  Each such  registration will be in full force and effect on the Launch
Date.  On the  Launch  Date,  except  for  normal  examinations  conducted  by a
Regulatory  Authority  in the regular  course of business of ISI, no  Regulatory
Authority will have initiated any proceeding or investigation  into the business
or operations of ISI or any of its employees, agents, brokers or representatives
relating to their activities  under this Agreement.  There will be no unresolved
violation or exception by any Regulatory Authority with respect to any report or
statement relating to any examination of ISI on the Launch Date.

                     (IV) On the Launch Date,  (A) each of ISI's  employees that
is required to be  registered  as a registered  representative  or a salesperson
with the SEC, the securities  commission of any state or foreign jurisdiction or
any other  Regulatory  Authority  will be duly  registered as such, and all such
registrations will be in full force and effect,  and (B) all federal,  state and
foreign  registration  requirements  of ISI will have been  complied with in all
material  respects,  and all periodic  reports required to be filed with respect
thereto will be accurate and complete in all material respects.

                     (V) On the Launch Date,  ISI will not (A) be subject to any
Regulatory  Agreement,  (B) have been  advised in writing  or  otherwise  by any
Regulatory  Authority  that it is  considering  issuing or  requesting  any such
Regulatory  Agreement  and (C) have any pending or, to the  knowledge of Intuit,
threatened regulatory investigation.

                     (VI) On the Launch Date, ISI (A) will have  implemented and
will maintain during the term of this Agreement policies and procedures that are
reasonably  designed to comply with the applicable  federal and state securities
and  commodities   laws,  rules  and  regulations  and  Securities   Regulations
including, without limitation,  those relating to advertising,  licensing, sales
practices,   market  conduct,   operation  and  redundancy  of  online  systems,
maintenance  of  net  capital,   risk   assessment   and  continuing   education
(collectively,  the  "Intuit  Policies  and  Procedures");  and (B) will have no
knowledge of any material noncompliance with the Intuit Policies and Procedures.

                     (iv) During the period  beginning on the Effective Date and
ending on the Launch  Date,  Intuit and Siebert  shall be entitled to provide in
writing  to each other any new  disclosures  or  necessary  updates to any prior
disclosures to their respective representations and warranties contained in this
Section 7(a) which are  necessary to make such  representations  and  warranties
true and correct as of the Launch Date;  provided,  that any such new disclosure
or  update,  individually  or in the  aggregate,  does not  result in a material
adverse change from the facts previously disclosed.

                     (v) NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED,
AS TO  MERCHANTABILITY,  FITNESS FOR A PARTICULAR  PURPOSE OR ANY OTHER  MATTER,
OTHER THAN THE EXPRESS WARRANTIES CONTAINED IN THIS SECTION 7(a).



                                       11
<PAGE>

         (b) Indemnity.

              (i) Intuit shall indemnify,  defend and hold harmless Siebert, its
parents,  subsidiaries  and  affiliates,  and all of their  respective  members,
employees,   officers,  directors,   proprietors,   partners,   representatives,
shareholders,   agents,  attorneys,   predecessors,   successors,   assigns  and
licensees,  from and  against  all  manner  of claim or  action  and any and all
liability,  loss, damage,  cost, penalty,  fine and expense (including,  without
limitation, attorneys' fees) ("Losses") arising from or relating to any claim or
liability  asserted  by a third  party,  including,  but not limited to, a Joint
Customer  ("Third  Party  Claim"),  arising  out of  (I)  the  Quicken  Products
(expressly  excluding the Brokerage Platform and the Siebert Content),  (II) the
other Intuit  products and  services  controlled  and provided by Intuit and its
third party  providers to the Joint  Brokerage  Service and (III) any breach (or
any facts alleged by a third party,  that if true, would constitute a breach) of
any representation,  warranty or covenant of Intuit contained herein;  provided,
however,  that Intuit shall have no liability for indemnification  Losses to the
extent (A) they arise out of a failure of Siebert to comply in all respects with
applicable  law  and  applicable   regulatory  or   self-regulatory   rules  and
regulations  or  obligations  to customers or (B) (y) they relate to Incremental
Expenses  and such Losses are equal to or less than fifty  percent  (50%) of the
agreed  upon  amounts  of such  Incremental  Expenses  set  forth in any  annual
business and financial plan approved by the Steering  Committee (which,  for the
Start-up Period, shall be the Initial Business Plan) for the period during which
such Losses are incurred by Siebert and (z) such Incremental  Expenses set forth
in such plan have not already been borne by Siebert pursuant to Section 4(e).

              (ii) Siebert shall indemnify, defend and hold harmless Intuit, its
parents,  subsidiaries  and  affiliates,  and all of their  respective  members,
employees,   officers,  directors,   proprietors,   partners,   representatives,
shareholders,   agents,  attorneys,   predecessors,   successors,   assigns  and
licensees, from and against all manner of claim or action and any and all Losses
arising  from or  relating  to any  Third  Party  Claim  arising  out of (I) the
operation  of the Joint  Brokerage  Service that is  controlled  and provided by
Siebert and its third party  providers and (II) any breach (or any facts alleged
by  a  third  party,   that  if  true,   would   constitute  a  breach)  of  any
representation,  warranty  or covenant of Siebert  contained  herein;  provided,
however, that Siebert shall have no liability for indemnification  Losses to the
extent (A) they arise out of a failure of Intuit to comply in all respects  with
applicable  law  and  applicable   regulatory  or   self-regulatory   rules  and
regulations  or  obligations  to customers or (B) (y) they relate to Incremental
Expenses  and such Losses are equal to or less than fifty  percent  (50%) of the
agreed  upon  amounts  of such  Incremental  Expenses  set  forth in any  annual
business and financial plan approved by the Steering  Committee (which,  for the
Start-up Period, shall be the Initial Business Plan) for the period during which
such Losses are incurred by Intuit and (z) such  Incremental  Expenses set forth
in such plan have not already been borne by Intuit pursuant to Section 4(e).

              (iii) The party seeking indemnification  hereunder (such party the
"Indemnified  Party") shall give written notice to the party from whom indemnity
is sought  (the  "Indemnifying  Party")  promptly  after the  Indemnified  Party
receives  notice of the claim or liability  being  asserted,  but the failure or
delay in doing so shall not relieve the  Indemnifying  Party from any  liability
except to the extent  that it is  prejudiced  by the  failure or delay in giving
such notice.

              (iv) The  Indemnifying  Party  will have the  right to defend  the
Indemnified  Party  against  the Third  Party  Claim with  counsel of its choice
reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying
Party  notifies the  Indemnified  Party in writing  within fifteen (15) calendar
days after the  Indemnifying  Party has received notice of the Third Party Claim




                                       12
<PAGE>

that the  Indemnifying  Party will  undertake  the defense,  (B) the Third Party
Claim is not  asserted by a  securities  Regulatory  Authority  with  respect to
broker-dealer  operations  of the  Indemnified  Party,  (C) the persons named or
impleaded in such Third Party Claim do not include both the  Indemnifying  Party
and the Indemnified  Party, and (D) the Indemnifying Party actively conducts the
defense  of the Third  Party  Claim in a  reasonable  manner.  In any such case,
however, the Indemnifying Party will not consent to the entry of any judgment or
enter into any  settlement  with  respect to the Third Party  Claim  without the
prior written consent of the Indemnified  Party (not to be withheld,  delayed or
conditioned  unreasonably)  if such  judgment  or  settlement  would  impose  an
injunction or other equitable  relief on the Indemnified  Party or would, in the
reasonable  judgment of the Indemnified  Party,  likely establish a precedential
custom or practice  materially  adverse to the continuing  business interests of
the Indemnified Party.

              (v) For so long as the  defense of the Third  Party Claim is being
conducted by the  Indemnifying  Party in accordance  with the preceding  section
(II)(D),  the Indemnified Party may retain separate  co-counsel at its sole cost
and expense and  participate  in the  defense of the Third Party  Claim.  If the
defense of the Third Party Claim cannot be conducted by the  Indemnifying  Party
solely  because  one or  more of the  conditions  in  subsections  (B) or (C) of
section (II) above is unsatisfied,  the Indemnified Party shall defend the claim
itself and may  retain  counsel of its  choice  reasonably  satisfactory  to the
Indemnifying  Party,  which counsel shall be at the sole cost and expense of the
Indemnifying Party if the Indemnifying Party admits liability,  or is determined
in a judgment to be liable,  for  indemnification to the Indemnified Party (and,
if such judgment against the  Indemnifying  Party is reversed on a final appeal,
the  Indemnified  Party shall  reimburse the  Indemnifying  Party for the entire
amount of the costs and expenses of the Indemnified  Party's counsel paid by the
Indemnifying Party). In such case, (A) the Indemnified Party will not consent to
the entry of any judgment or enter into any settlement with respect to the Third
Party Claim without the prior written consent of the Indemnifying  Party (not to
be withheld,  delayed or  conditioned  unreasonably),  and (B) the  Indemnifying
Party will not consent to the entry of any judgment or enter into any settlement
with respect to the Third Party Claim without the prior  written  consent of the
Indemnified Party (not to be withheld, delayed or conditioned unreasonably).

              (vi) If any of the conditions set forth in subsections  (A) or (D)
of the preceding section (II) is or becomes  unsatisfied,  the Indemnified Party
may defend  against,  and consent to the entry of any judgment or enter into any
settlement  with  respect to, the Third Party Claim in any manner it  reasonably
may deem  appropriate and the Indemnified  Party need not consult with or obtain
any consent from the Indemnifying Party in connection  therewith.  In such case,
the  Indemnifying  Party  will  be  liable  for  the  cost  and  expense  of the
Indemnified  Party's counsel and for any Losses the Indemnified Party may suffer
resulting  from,  arising out of, relating to or caused by the Third Party Claim
if and when the Indemnifying  Party is determined in a judgment to be liable for
indemnification  hereunder (and, if such judgment against the Indemnifying Party
is  reversed on a final  appeal,  the  Indemnified  Party  shall  reimburse  the
Indemnifying Party for the entire amount of the Losses and costs and expenses of
the Indemnified Party's counsel paid by the Indemnifying Party). Notwithstanding
the foregoing,  if the condition in subsection (A) of the preceding section (II)
is or becomes  unsatisfied because the Indemnifying Party in good faith disputes
its obligation to indemnify the Indemnified Party for the Third Party Claim, the
Indemnifying  Party shall be entitled to consent to any settlement of such Third
Party  Claim  (such  consent  not  to  be  unreasonably  withheld,   delayed  or
conditioned);  provided that if the  Indemnifying  Party does not consent to any
such proposed  settlement and a judgment in a greater amount is later  rendered,




                                       13
<PAGE>

(1) the  Indemnifying  Party  shall be  liable  for the  entire  amount  of such
judgment, if the Indemnifying Party is determined in a judgment to be liable for
indemnification  under this  Section  7(b) (and,  if such  judgment  against the
Indemnifying  Party is reversed on a final appeal,  the Indemnified  Party shall
reimburse the  Indemnifying  Party for the entire amount of the judgment paid by
the Indemnifying  Party),  and (2) the Indemnifying Party shall be liable in any
event  for the  amount  of such  judgment  which is in  excess  of the  proposed
settlement  amount  (whether or not the  Indemnifying  Party is  determined in a
judgment to be liable for indemnification under this Section 7(b)). In the event
that the Indemnified Party defends any Third Party Claim as contemplated by this
subsection  (IV),  the  Indemnified  Party  shall  keep the  Indemnifying  Party
reasonably informed of such defense.

         8. LIMITATION ON LIABILITY.  Neither party shall be liable to the other
party for any  damages  arising out of any  interruption  of  business,  loss of
profits, loss of use of facilities, loss of customers or loss of goodwill or for
any other indirect,  special,  incidental or consequential  damages. For greater
certainty,  in connection with a Third Party Claim for which a party is entitled
to  indemnification  under Section 7(b), the Indemnifying  Party shall be liable
for the entire  judgment,  settlement  or other remedy owing to such third party
(whether it includes indirect damages or otherwise).

         9. TERM AND TERMINATION.

         (a) Term.  Unless sooner  terminated  pursuant to subsection (b) below,
this  Agreement  shall begin on the  Effective  Date and remain in effect for an
initial  period of ten (10)  years  (the  "Term").  The Term  shall be  extended
automatically  for successive two (2) year terms thereafter unless a party gives
notice of termination to the other party at least sixty (60) calendar days prior
to the beginning of the next renewal Term.

         (b)  Termination  and  Effect of  Termination.  This  Agreement  may be
terminated as follows:

              (i) by Intuit,  by giving  written  notice to Siebert  that Intuit
will no longer  provide a tab on Quicken.com  (whether known as the  "Investing"
tab or otherwise) that provides substantially the same content and functionality
as the "Investing" tab on Quicken.com provided on the Effective Date (whether by
wind-down,  sale or otherwise but not solely by rebranding),  which notice shall
be given,  subject  to any  confidentiality  obligation  to which  Intuit may be
subject,  at least  three (3)  calendar  days  prior to  Intuit's  exiting  such
business;  provided,  however,  that Intuit shall use its reasonable  efforts to
obtain  a  release  from  such  confidentiality  obligation  and  upon  being so
released,  Intuit shall promptly give such notice to Siebert. In this case, this
Agreement shall terminate on the date on which Intuit's exit of such business is
effective,  Siebert may convert  all of the Joint  Customer  accounts to its own
brokerage  service,  and Intuit shall pay for Siebert's  actual costs associated
with the conversion within fifteen (15) calendar days after receipt from Siebert
of an invoice  therefor;  provided,  that in no event  shall  such costs  exceed
U.S.$1,000,000.  In  addition,  during  the  two  (2)  year  period  after  such
termination, the provisions of Sections 11(b) and (c) shall continue to apply.

              (ii) by Intuit, upon written notice to Siebert, following a Change
of Control that has not been  approved by Intuit (which  written  notice must be
given no later than thirty (30) calendar days following such Change of Control),
such approval not to be unreasonably  withheld.  Without limiting the generality


                                       14
<PAGE>

of the  foregoing,  it shall be deemed  reasonable  for Intuit to  withhold  its
approval if the proposed acquiring entity (I) is a competitor of Intuit, (II) is
held in  general  disrepute,  or  (III)  does not have a  management  team  with
significant  operating  experience  in the  brokerage  industry.  In this  case,
Intuit,  in its sole and  absolute  discretion,  may  convert  all of the  Joint
Customer accounts either to its own brokerage service or a third party's service
of  Intuit's  choosing.  In the event that  Intuit  decides to convert the Joint
Customer  accounts,  Siebert or the acquiring  entity,  as the case may be, will
provide  the  services  set forth in Section 1 during the  Wind-Down  Period and
shall pay for  Intuit's  actual  costs  associated  with the  conversion  within
fifteen (15)  calendar  days after  receipt from Intuit of an invoice  therefor;
provided, that in no event shall such costs exceed U.S.$1,000,000.

              (iii) by Intuit, upon written notice to Siebert, following Siebert
becoming statutorily disqualified (within the meaning of Section 3(a)(39) of the
Exchange Act) due to a violation of the anti-fraud  provisions of or rules under
the Federal  securities laws or a breach by Siebert of its fiduciary duties, and
(I)  such  disqualification  results  in the loss of 30% of  Siebert's  customer
accounts or the withdrawal of 30% of Siebert's  customer assets within three (3)
months following the date on which Siebert becomes  statutorily  disqualified or
(II)  Siebert  is  prohibited,  barred or  suspended  from doing  business  as a
broker-dealer,  which  prohibition,  bar or  suspension  has a material  adverse
effect on Siebert's  ability to perform its obligations under this Agreement and
remains in effect for more than  three  Business  Days.  Any  written  notice of
termination  pursuant to this subsection must be given no later than thirty (30)
calendar days following the event which gives rise to the right to terminate. In
this case, Intuit, in its sole and absolute  discretion,  may convert all of the
Joint Customer  accounts either to its own brokerage  service or a third party's
service of Intuit's  choosing.  In the event that Intuit  decides to convert the
Joint  Customer  accounts,  Siebert,  to the extent it may  legally do so,  will
provide the services  set forth in Section 1 at the agreed upon  service  levels
during the Wind-Down  Period (and,  with respect to those services which Siebert
is not  legally  able to  provide,  Siebert  shall use  commercially  reasonable
efforts  to  cause a  Person  that is  legally  able to do so to  perform  those
services),  and  shall  pay  for  Intuit's  actual  costs  associated  with  the
conversion  within  fifteen (15)  calendar  days after receipt from Intuit of an
invoice therefor.

              (iv)  by one  party,  upon  written  notice  to the  other  party,
following  (I) the failure by the other party to maintain its  required  service
levels  expressly  stated to be failures for purposes of this  subsection as set
forth in Exhibit D, (II) the failure by the other party,  three (3) times during
any fiscal  year,  to deliver any report  required to be  delivered  by it under
Sections  4(c) and 4(g) within  thirty (30)  calendar  days after such report is
due, or (III) the failure by the other  party,  three (3) times,  to deliver any
report  required to be  delivered by it under  Section  1(f) within  thirty (30)
calendar  days after such report is due which  failure has  continued for thirty
(30) calendar days  following  written  notice  thereof.  Any written  notice of
termination  pursuant to this subsection must be given no later than thirty (30)
calendar days following the event which gives rise to the right to terminate. In
this case,  the  terminating  party,  in its sole and absolute  discretion,  may
convert all of the Joint Customer  accounts either to its own brokerage  service
or, if the  terminating  party is Intuit,  a third  party's  service of Intuit's
choosing.  The  non-terminating  party will  provide the  services  set forth in
Section 1 during  the  Wind-Down  Period and shall pay the  terminating  party's
actual costs  associated  with the conversion  within fifteen (15) calendar days
after  receipt of an invoice  therefor;  provided,  that in no event  shall such
costs exceed U.S.$1,000,000.



                                       15
<PAGE>

              (v) by  one  party,  upon  written  notice  to  the  other  party,
following  (I) the  failure  by the  other  party to pay an  amount  owing by it
pursuant  to  Section  4(d)  [True-Up  of  Gross  Revenues],  4(e)  [True-Up  of
Incremental  Expenses] or 7(b) [Indemnity] (in the case of any of the foregoing,
where  liability  for payment is  undisputed)  within  thirty (30) calendar days
after the due date for payment  thereof or after the date on which any  disputed
payment is finally  determined  , (II) a material  breach by the other  party of
Section  5(a) or 5(b)  [Cross  Selling],  as the case may be,  which  breach has
continued  for thirty (30) calendar  days after  written  notice  thereof by the
non-breaching  party,  (III) the other party  willfully  taking  action with the
intent to attempt to move any or all of the Joint  Customers away from the Joint
Brokerage   Service  (it  being  understood  that  a  party  placing  a  general
advertisement  for brokerage  services  that is not targeted to Joint  Customers
and/or Quicken and/or Quicken.com  customers shall not constitute an action with
the requisite  intent),  (IV) a material breach by the other party of Section 11
[Non-Competition;  Exclusivity],  (V) a  material  breach by the other  party of
Section 14(c)  [Privacy  Policy],  (VI) a material  breach by the other party of
Section  14(d)  [Security  Requirements],  (VII) a material  breach by the other
party of Section 12 [Confidentiality]  or (VIII) a material  infringement by the
other party of  intellectual  property that is solely owned or controlled by the
terminating  party  (including  without  limitation its Marks),  which action or
breach, in the case of subsections (IV) through (VIII), has (if capable of being
cured) not been cured within  thirty (30)  calendar  days after  written  notice
thereof  by the  terminating  party  or (if not  capable  of  being  cured)  the
non-terminating  party has not within  thirty (30)  calendar  days after written
notice  thereof by the  terminating  party  taken steps  reasonably  designed to
ensure that such action or breach will not recur; provided, however, that in the
event  an  action  or  breach  by such  non-terminating  party  under  the  same
subsection  (IV),  (V), (VI),  (VII) or (VIII),  as  applicable,  has previously
occurred within the three (3) year period  preceding such action or breach,  the
non-terminating  party shall not be entitled  to such thirty (30)  calendar  day
cure/remedial  action period provided in this subsection.  Any written notice to
terminate under this subsection must be given no later than thirty (30) calendar
days  following  the later of (1) the  event  which  gives  rise to the right to
terminate and (2) the  expiration of any applicable  cure period.  In this case,
the terminating party, in its sole and absolute  discretion,  may convert all of
the Joint  Customer  accounts  either to its own  brokerage  service  or, if the
terminating party is Intuit, a third party's service of Intuit's  choosing.  The
non-terminating  party will  provide the  services set forth in Section 1 during
the  Wind-Down  Period  and  shall  pay the  terminating  party's  actual  costs
associated  with the conversion  within fifteen (15) calendar days after receipt
of an invoice  therefor;  provided,  that in no event  shall  such costs  exceed
U.S.$1,000,000.

              (vi) by either party,  upon written notice to the other party,  if
the Joint Brokerage  Service fails to meet the Financial  Performance  Standards
for a Financial Performance Standards Measurement Period, and then fails to meet
the Financial  Performance  Cure  Standards for the Financial  Performance  Cure
Period,  such written notice to be given (if at all) within thirty (30) calendar
days after the end of the Financial  Performance  Cure Period.  The parties will
work diligently to improve  performance  during the Financial  Performance  Cure
Period to a standard determined by the Steering Committee at the commencement of
the  Financial   Performance  Cure  Period  (the  "Financial   Performance  Cure
Standards").  In determining  the Financial  Performance  Cure Standards for any
Financial  Performance  Cure  Period,  the  Steering  Committee  shall take into
account general  economic  conditions,  the performance of the entire  brokerage
industry  generally  and the  performance  of the online  brokerage  industry in
particular.  In the case of a termination  pursuant to this subsection (vi), the
Steering Committee shall determine the allocation of the Joint Customer accounts
("Allocation").  This Allocation  shall be based on the concept that the parties


                                       16
<PAGE>

shall share in the value of Joint Customer accounts  equally.  In the event that
the  Steering  Committee  is unable to  determine  both the  Allocation  and the
Closing  Joint  Customer  Valuation  within  thirty (30) Business Days after the
termination of this Agreement,  the  determination of the Closing Joint Customer
Valuation  shall be  determined  in the manner set forth in Section 9(f) and the
Allocation  shall be determined  by the valuation  firm (or firms) which finally
determines the Closing Joint Customer Valuation in accordance with that section.
In the event that the Steering  Committee  determines the Closing Joint Customer
Valuation but is unable to determine the Allocation  within thirty (30) Business
Days after the termination of this Agreement,  Intuit and Siebert shall,  within
five (5) calendar days  thereafter,  jointly choose a valuation  firm (e.g.,  an
investment  bank or an  accounting  firm) to  determine  the  Allocation,  which
valuation  firm shall  complete its  determination  within fifteen (15) calendar
days of its engagement.

              (vii) if a Change of Control has occurred, by Intuit, upon written
notice to  Siebert  or the  acquiring  entity,  as the case may be, if the Joint
Brokerage  Service fails (I) to meet or exceed Financial  Performance  Standards
for any given Financial  Performance Standards Measurement Period, which failure
has not been cured in the following Financial  Performance Standards Measurement
Period;  or  (II)  to  meet  the  Financial  Performance  Standards  for any two
consecutive  Financial  Performance  Standards  Measurement Periods (even if the
failure  in one or both of those  Financial  Performance  Standards  Measurement
Periods  has been  cured),  such  written  notice to be given (if at all) within
thirty (30)  calendar  days after the later of (i) the event which gives rise to
the right to terminate and (ii) the expiration of any applicable cure period. In
either case, Intuit, in its sole and absolute discretion, may convert all of the
Joint Customer  accounts either to its own brokerage  service or a third party's
service of Intuit's  choosing.  In the event that Intuit  decides to convert the
Joint Customer  accounts,  Siebert or the acquiring  entity, as the case may be,
will provide the services set forth in Section 1 during the Wind-Down Period and
shall pay for  Intuit's  actual  costs  associated  with the  conversion  within
fifteen (15)  calendar  days after  receipt from Intuit of an invoice  therefor;
provided, that in no event shall such costs exceed U.S.$1,000,000.

              (viii)  if a Change of  Control  has  occurred,  by  Intuit,  upon
written  notice to Siebert or the acquiring  entity,  as the case may be, if the
Steering Committee reaches a deadlock on the Financial  Performance Standards or
the business and  financial  plan for a fiscal year (such  written  notice to be
given (if at all) within thirty (30) calendar days after such deadlock). In this
case, Intuit, in its sole and absolute discretion,  may convert all of the Joint
Customer accounts either to its own brokerage service or a third party's service
of  Intuit's  choosing.  In the event that  Intuit  decides to convert the Joint
Customer  accounts,  Siebert or the acquiring  entity,  as the case may be, will
provide  the  services  set forth in Section 1 during the  Wind-Down  Period and
shall pay for  Intuit's  actual  costs  associated  with the  conversion  within
fifteen (15)  calendar  days after  receipt from Intuit of an invoice  therefor;
provided, that in no event shall such costs exceed U.S.$1,000,000.

              (ix) by either  party,  upon  written  notice to the other  party,
following  the  failure  by the  other  party to meet a  milestone  set forth in
Section II(C) of Exhibit A, which  failure,  in the  reasonable  judgment of the
terminating  party, has resulted in or will result in the Launch Date occurring,
if at all, later than the latest date for the Joint Brokerage Service Launch set
forth in  Section  II(C)  of  Exhibit  A  (provided  that  such  failure  by the
non-terminating  party did not result  from and is not related to any failure by
the terminating  party to meet a milestone set forth in Section II(C) of Exhibit
A). In this case,  the  non-terminating  party shall  reimburse the  terminating
party for any and all Incremental Expenses incurred by it since February 4, 2002
that are reflected and detailed in the Initial Business Plan.



                                       17
<PAGE>

              (x) by one  party,  by giving  written  notice to the other  party
pursuant to Section 9(a). In this case,  this Agreement  shall  terminate on the
last day of the Term or renewal Term during  which such notice is given,  as the
case may be. In the event that (I) Intuit is the terminating  party,  during the
two (2) year period after such termination, the provisions of Sections 11(b) and
(c) shall continue to apply,  or (II) Siebert is the terminating  party,  during
the two (2) year period after such termination,  the provisions of Section 11(a)
shall continue to apply. In addition the non-terminating  party, in its sole and
absolute  discretion,  may convert all of the Joint Customer  accounts either to
its own brokerage  service or, if the  non-terminating  party is Intuit, a third
party's service of Intuit's  choosing.  The  terminating  party will provide the
services  set forth in Section 1 during the  Wind-Down  Period and shall pay the
non-terminating  party's  actual costs  associated  with the  conversion  within
fifteen (15) calendar days after receipt of an invoice therefor;  provided, that
in no event shall such costs exceed U.S.$1,000,000.

         (c)  Wind-Down   Period;   Conversion  of  Joint   Customer   Accounts.

              (i) In the case of a  termination  pursuant to Section 9(b) (other
than 9(b)(ix)),  the parties shall continue,  to the extent permitted by law, to
support the Joint Brokerage Service (and, with respect to those services which a
party is not legally able to provide, such party shall use best efforts to cause
a Person  that is legally  able to do so to perform  those  services)  until the
earlier of (i) a period of nine (9) months from the date of  termination or (ii)
the  completion  of the  conversion  process of Joint  Customer  accounts  to be
converted  (the  "Wind-Down  Period").  The parties will continue to split Gross
Revenues (on the terms  described  above) from Joint  Customers and  Incremental
Expenses (as set forth in the annual business and financial plan approved by the
Steering  Committee  (which,  for the  Start-up  Period,  shall  be the  Initial
Business  Plan))  incurred  during the Wind-Down  Period.  In the event that the
Wind-Down Period is less than nine (9) months,  the party that is converting the
Joint Customer  accounts shall notify the other party when the Wind-Down  Period
has ended. In the case of a termination where Intuit has Joint Customer accounts
allocated to it or  exercises  its right to convert  them,  during and after the
Wind-Down  Period,  Siebert  will  transfer,  or  cause to be  transferred,  the
accounts of those Joint  Customers to ISI or the third party service of Intuit's
choosing and cooperate with any reasonable requests of Intuit in connection with
such transfers.

              (ii)  In  the  case  of  a  termination  pursuant  to  subsections
9(b)(ii),  (iii), (iv), (v), (vii), (viii) or (x) above where Intuit is entitled
to convert  the Joint  Customer  accounts  and does not convert all of the Joint
Customer accounts, Siebert or any acquiring entity, as the case may be, will pay
to ISI, in the sole discretion of Siebert or any acquiring  entity,  as the case
may be,  either (I) a lump sum  payment in an amount  equal to  one-half  of the
Closing Joint Customer Valuation of the Joint Customer accounts in existence and
not  converted  as of the end of the  Wind-Down  Period or (II) a share of Gross
Revenues from the Joint  Customer  accounts in existence and not converted as of
the end of the Wind-Down Period for so long as any such Joint Customer remains a
customer of Siebert (such share to be determined by the Steering Committee,  but
in any event to be less than  50%).  In the event  that the  Steering  Committee
cannot  make such  determination  within  thirty  (30)  Business  Days after the
termination  of this  Agreement,  the  parties  shall  resolve  such  dispute in
accordance  with  Section  9(f).  In  the  case  of a  termination  pursuant  to




                                       18
<PAGE>

subsections 9(b)(ii), (iv), (v) (but only with respect to subsections (I), (II),
(IV), (V), (VI), (VII) or (VIII) of Section 9(b)(v)), (vii), (viii) or (x) above
where Intuit is entitled to convert the Joint  Customer  accounts and  exercises
such right,  Intuit will pay to Siebert or any acquiring entity, as the case may
be, in the sole discretion of Intuit, either (I) a lump sum payment in an amount
equal to one-half of the Closing Joint Customer  Valuation of the Joint Customer
accounts in existence and so converted as of the end of the Wind-Down  Period or
(II) a share of Gross Revenues from the Joint Customer accounts in existence and
so converted as of the end of the Wind-Down Period for so long as any such Joint
Customer remains a customer of Intuit or its third party provider (such share to
be determined by the Steering Committee,  but in any event to be less than 50%).
In the event that the Steering Committee cannot make such  determination  within
thirty (30) Business Days after the termination of this  Agreement,  the parties
shall resolve such dispute in accordance with Section 9(f).

              (iii)  In  the  case  of a  termination  pursuant  to  subsections
9(b)(i),  (iv),  (v) or (x) above where Siebert is entitled to convert the Joint
Customer accounts, Siebert will pay to ISI, in Siebert's sole discretion, either
(I) a lump sum  payment in an amount  equal to  one-half  of the  Closing  Joint
Customer  Valuation of the Joint Customer accounts in existence as of the end of
the Wind-Down  Period or (II) a share of Gross  Revenues from the Joint Customer
accounts in existence as of the end of the  Wind-Down  Period for so long as any
such Joint  Customer  remains a customer of Siebert (such share to be determined
by the Steering  Committee,  but in any event to be less than 50%). In the event
that the Steering  Committee cannot make such  determination  within thirty (30)
Business Days after the termination of this Agreement, the parties shall resolve
such dispute in accordance with Section 9(f).

              (iv) In the event  that any party  exercises  its right to convert
any or all of the Joint  Customer  accounts  pursuant to subsection  9(b),  such
party shall use its commercially  reasonable efforts to convert all of the Joint
Customer accounts.

         (d) Payments.

              (i) In the  event of a  conversion  of  accounts  contemplated  by
Section  9(b)(i),  (ii),  (iii),  (iv), (v),  (vii),  (viii) or (x), any and all
payments  (including,   without  limitation,  all  costs  associated  with  such
conversion which have been invoiced as contemplated  above) shall be made within
thirty (30) calendar  days after the end of the  Wind-Down  Period (the "Payment
Trigger  Date");  provided,  however,  that in the event  that such  payment  is
greater  than $15  million,  a party may elect to make such payment over a three
(3) year period so long as such payment  accrues  interest at the prime rate and
is  secured  in a manner  mutually  agreed by the  parties,  in which  case such
payment shall be made as follows:  (I) within 30 calendar days after the Payment
Trigger Date, an amount equal to 25% of the aggregate payment, (II) on the first
anniversary of the Payment Trigger Date, an amount equal to 25% of the aggregate
payment,  (III) on or prior to the second  anniversary  of the  Payment  Trigger
Date,  an amount equal to 25% of the  aggregate  payment and (IV) on or prior to
the third  anniversary  of the  Payment  Trigger  Date,  an amount  equal to the
remaining 25% of the aggregate payment.  Notwithstanding  the foregoing,  in the
event that payments  contemplated by the previous  sentence are to be made based
on a share  of  Gross  Revenues,  then  only  the  costs  associated  with  such
conversion which have been invoiced as contemplated  above shall made within the
thirty (30) calendar day period following the date of receipt of such invoice.



                                       19
<PAGE>

              (ii) Any or all payments due pursuant to Section 9(b)(vi) shall be
made by the party or parties  required  pursuant to the  Allocation to make such
payment  within  thirty  (30)  calendar  days  after  the  Allocation  has  been
determined;  provided,  however,  that in the event that such payment is greater
than $15  million,  a party may elect to make such payment over a three (3) year
period so long as such payment accrues interest at the prime rate and is secured
in a manner mutually agreed by the parties,  in which case such payment shall be
made  as  follows:   (I)  within  30  calendar  days  after  the  date  of  such
determination,  an amount  equal to 25% of the  aggregate  payment,  (II) on the
first anniversary of the date of such  determination,  an amount equal to 25% of
the aggregate  payment,  (III) on or prior to the second anniversary of the date
of such determination,  an amount equal to 25% of the aggregate payment and (IV)
on or prior to the  third  anniversary  of the  date of such  determination,  an
amount equal to the remaining 25% of the aggregate payment.

              (iii) Any payment due pursuant to Section  9(b)(ix)  shall be made
by the  non-terminating  party within  thirty (30) calendar days after the later
of:  (I)  the  effective  date  of  such  termination  hereunder  and  (II)  the
non-terminating  party's  receipt  of  evidence  reasonably  satisfactory  to it
documenting the terminating party's Incremental Expenses.

              (iv) All payments made pursuant to this Section 9 shall be made by
wire transfer of  immediately  available  funds to the account for the payee set
forth on Exhibit G or such other  account as Siebert or Intuit (or ISI),  as the
case may be, may  designate in writing from time to time.  In the event any such
payment is not made when due, the entire  unpaid  amount  shall accrue  interest
until it has been paid in full at the rate of the  lesser  of (I) prime  plus 2%
per annum or (II) the highest rate then permitted under applicable law.

         (e) Financial Performance Standards; Annual Business and Financial Plan
Review.

              (i)    (I)  For the Start-Up  Period,  the  Financial  Performance
Standards shall be as follows:  the Actual Net Revenue and the Actual  Operating
Profit  shall be greater  than or equal to the  Projected  Net  Revenue  and the
Projected Operating Profit,  respectively,  and the number of new Joint Customer
accounts  shall be greater  than or equal to the number set forth in the Initial
Business Plan.

                     (II)  For  all  other   Financial   Performance   Standards
Measurement Periods, the Financial  Performance  Standards will be determined by
the Steering Committee.  In determining the Financial  Performance Standards for
any Financial  Performance  Standards Measurement Period, the Steering Committee
shall take into account  general  economic  conditions,  the  performance of the
entire brokerage  industry generally and the performance of the online brokerage
industry in particular.

                     (III)  Nicholas  Dermigny  (or  his  designee)  and  Enrico
Roderick  (or his  designee)  shall  meet (in  person or by  telephone)  no less
frequently  than  weekly in order to discuss  the status of the Joint  Brokerage
Service.

              (ii) On each Expense  Review Date,  the Steering  Committee  shall
review the performance of the Joint Brokerage  Service against the  then-current
annual  business  and  financial  plan.  In the event  that the Joint  Brokerage
Service is not  performing up to such plan as of such Expense  Review Date,  the
Steering  Committee  shall have the  discretion to agree to modify  expenses and




                                       20
<PAGE>

revenue  forecasts and to update the annual  business and financial plan and the
applicable Financial Performance Standards to reflect such modifications. In the
event that the Joint Brokerage Service is performing in excess of such plan, the
Steering  Committee  shall have the  discretion to agree to modify  expenses and
revenue  forecasts and to update the annual  business and financial plan and the
applicable Financial Performance Standards to reflect such excess demand. Intuit
and  Siebert  shall  use  their  commercially  reasonable  efforts  to  allocate
appropriate  resources to meet such revised plan. In the event that the Steering
Committee  cannot  agree on a revised  annual  business  and  financial  plan or
revised Financial  Performance Standards within fifteen (15) calendar days after
the Expense Review Date, such issue shall be resolved as set forth in Exhibit F.

              (iii) The parties agree that, in the event the amount budgeted for
Trading Errors in any annual  business and financial plan (including the Initial
Business  Plan) exceeds the amount of  Incremental  Expenses  related to Trading
Errors  incurred by the parties  during such year,  the excess  amount  shall be
carried  forward as a reserve and shall be used to increase the amount  budgeted
for Trading Errors in the next  succeeding  annual  business and financial plans
approved by the Steering Committee.

         (f) Procedures for Deadlock.  In the event that the Steering  Committee
cannot  determine  the  Closing  Joint  Customer  Valuation  within  thirty (30)
Business Days after the termination of this Agreement,  each party shall, within
five (5) Business Days thereafter, engage a third party valuation firm (e.g., an
investment  bank or an accounting  firm) to determine the Closing Joint Customer
Valuation.  If the  determinations  of the two valuation firms are within 15% of
each other,  such  determinations  shall be averaged  and shall  constitute  the
Closing Joint Customer Valuation. If they are not, within five (5) Business Days
thereafter,  Intuit and Siebert shall jointly  choose a third  valuation firm to
determine  the Closing  Joint  Customer  Valuation.  In the event that the third
valuation firm's  determination  of Closing Joint Customer  Valuation is between
the  determinations  of the first two valuation firms,  then the third valuation
firm's determination shall be the Closing Joint Customer Valuation. If the third
valuation firm's determination of Closing Joint Customer Valuation is outside of
the range of the first two valuation firms'  determinations,  then the median of
the three determinations shall be the Closing Joint Customer Valuation.  In each
instance,  such valuation firm shall complete such determination  within fifteen
(15) calendar days of its engagement.  The parties shall follow the same dispute
resolution  procedure in the event that the Steering  Committee cannot determine
the share of Gross Revenues from Joint Customer  accounts to be paid pursuant to
Section 9(c)(ii) or Section 9(c)(iii).

         10.  Distribution of Other  Products.  Intuit and Siebert shall in good
faith discuss  arrangements  for (a) the  distribution of Intuit products (e.g.,
Quicken branded loans, Quicken desktop software products, Quicken branded credit
cards, etc.) to Siebert  Customers,  (b) the distribution of Siebert products to
Intuit  customers and (c) the  distribution  by Siebert and/or Intuit of jointly
branded products (e.g., mutual funds).

         11. NON-COMPETITION; EXCLUSIVITY.

         (a) During the Term and the Wind-Down  Period,  neither Siebert nor any
of its Affiliates will launch, directly or indirectly, an alliance substantially
similar to the one contemplated  herein (which is, providing  Brokerage Accounts
with integrated  personal finance content  targeted to U.S.  customers) with any
financial portal (e.g., AOL, Yahoo) or financial  website or financial  software




                                       21
<PAGE>

provider (e.g., Microsoft).  Notwithstanding the foregoing, if this Agreement is
not  terminated  by Siebert  pursuant to Section  9(b)(x),  during the Wind-Down
Period Siebert and its Affiliates may negotiate and enter into an agreement with
respect to such an alliance;  provided that such alliance is launched only after
the end of the Wind-Down Period.  This Section 11(a) is not intended to preclude
Siebert  from  offering  SiebertNet  on a private  label  basis to banks  and/or
insurance  companies  (it  being  understood  that any such  offering  shall not
include any Intuit Content, tools, trademarks,  functionality, software or other
technology).

         (b) During the Term and the Wind-Down Period, Intuit and its Affiliates
shall not, either directly or through a strategic alliance substantially similar
to the one contemplated  herein,  offer branded or co-branded Brokerage Accounts
targeted  to U.S.  customers,  unless  Intuit is  entitled  to convert  (whether
because they are allocated to Intuit or otherwise)  some or all of the customers
following  termination.  Intuit shall not, however, be prohibited from providing
branded or  co-branded  tools or content (but not  Brokerage  Accounts) to other
broker-dealers   or  from   promoting   competitive   products  or  services  of
broker-dealers  through a variety of  advertising  and  marketing  relationships
except as expressly  prohibited  by the first three  sentences of Section  5(a).
Further,  nothing shall prohibit Intuit from providing  connectivity to users of
the Quicken  Products or other Intuit  products that enables them to download or
otherwise access their other financial  institution  account information into or
through the Quicken  Products or other Intuit products or on the Joint Brokerage
Service. In addition,  notwithstanding  the foregoing,  if this Agreement is not
terminated  by Intuit  pursuant  to  Section  9(b)(i)  or  9(b)(x),  during  the
Wind-Down  Period  Intuit and its  Affiliates  may  negotiate  and enter into an
agreement to provide such products and services; provided that such products and
services  are   available   only  after  the  end  of  the   Wind-Down   Period.
Notwithstanding anything in this Agreement to the contrary,  Intuit shall not be
prohibited  from  marketing or  providing,  directly or  indirectly,  investment
products  and  services to small  businesses,  sole  proprietors  or  individual
employees  through  their  employers  pursuant  to Intuit's  agreement  with the
Principal  Life  Insurance  Company  dated  September  26, 2001 (the  "Principal
Agreement"),  but in no event shall any such products or services be marketed or
provided by Intuit on the Pershing-framed  pages of the Joint Brokerage Service.
The  Principal  Agreement  does not provide for the  marketing  or  provision of
investment products or services through Quicken and Quicken.com.

         (c) After  launching the Joint  Brokerage  Service  (assuming the Joint
Brokerage  Service is meeting or beating the annual  business and financial plan
approved  by the  Steering  Committee  without  taking into  account  unapproved
expenses (which,  for the Start-Up Period,  shall be the Initial Business Plan))
Intuit will begin a process to evaluate its small business brokerage opportunity
(not including its existing deal with Principal Life Insurance Company).


o    The Intuit team will investigate:  (a) sizing of the market opportunity (b)
     identification  of the likely  customer  targets (c)  specification  of the
     small business brokerage offering (d) development of its key strategies and
     (e)  investment  required to launch a  successful  service.  As part of the
     investigation  process,  Intuit  agrees  to  seek  appropriate  input  from
     Siebert.

o    Based on the above,  and any other relevant  factors,  the Intuit team will
     specify the small business  brokerage  offering.  Once the requirements are
     established they will be reviewed by Siebert.  Siebert will then,  within a
     reasonable  period  of time not to  exceed  one  month,  inform  Intuit  of
     Siebert's intent and ability to service the small business customer base.



                                       22
<PAGE>

o    Siebert must be able to deliver the full small business  brokerage offering
     within six  months of  Siebert  informing  Intuit of  Siebert's  intent and
     ability to service the small business customer base.

o    If Siebert can deliver the small business  brokerage  offering  within this
     period of time,  both  parties  will move ahead,  with  Siebert as the sole
     provider, with the intent that the terms (business model economics) for the
     small business offering, will be similar to what the parties have agreed to
     for the Joint Brokerage Service.

o    In the event that Siebert elects not to or cannot provide the small
     business brokerage offering (scope as specified by the Intuit team) to
     customers within six months, the non-compete set forth in Section 11(b)
     above and the prohibitions set forth in the third sentence of Section 5(a)
     above shall no longer be in effect with respect to small business
     customers, and Intuit is free to take the actions set forth in Section
     11(b) and the third sentence of Section 5(a) with respect to small business
     customers.

o    In the event that Intuit and Siebert  disagree about  Siebert's  ability to
     deliver the required  small  business  brokerage  offering,  both companies
     agree to use a mutually acceptable third party to decide.

         12.  CONFIDENTIALITY.  The parties agree to be subject to the terms and
conditions of the confidentiality provision set forth in Exhibit H.

         13.  Definitions.  The following  terms,  when used in this  Agreement,
shall have the meanings set forth below:

         (a) "accused party" has the meaning set forth in Section  14(u)(i)(II).

         (b)  "Acquired  Siebert  Customers"  means Siebert  customer  Brokerage
Accounts  that are  acquired  by  Siebert  after the  Launch  Date,  whether  by
purchase, merger or through any means of acquiring new accounts.

         (c) "Actual Net Revenue" means, for any period, the net revenues of the
Joint  Brokerage  Service  for that  period  calculated  in the same  manner  as
Projected Net Revenue for that period.

         (d) "Actual  Operating  Profit"  means,  for any period,  the operating
profits of the Joint Brokerage  Service for that period,  calculated in the same
manner as Projected Operating Profit for that period.

         (e)  "Affiliate"  means,  as applied  to any  Person  any other  Person
directly or indirectly controlling,  controlled by or under common control with,
that Person.  For the purposes of this  definition,  "control"  (including  with
correlative  meanings,  the terms  "controlling,"  "controlled  by," and  "under
common control with") as applied to any Person,  means the possession,  directly
or  indirectly,  of the power to direct or cause the direction of the management
and policies of that Person,  whether through  ownership of voting securities or
by contract or otherwise.

                                       23
<PAGE>

         (f)  "Agreement"  has  the  meaning  set  forth  in  the   introductory
paragraph.

         (g)  "Allocation"  has the  meaning  set  forth  in  Section  9(b)(vi).

         (h)  "Arbitration   Notice"  has  the  meaning  set  forth  in  Section
14(u)(i)(II).

         (i) "Arbitration  Party" has the meaning set forth in Section 14(u)(i).

         (j)  "Brokerage  Accounts"  means a facility  that  enables a customer,
among other things, at a minimum to buy and sell securities.

         (k) "Brokerage Platform" means the Brokerage Platform to be provided by
Siebert  which shall,  at a minimum,  provide the following  functionality  that
enables or provides:  (i) customers to open retail  Brokerage  Accounts (via the
web, phone, mail and branch);  (ii) trading  functionality for equities,  mutual
funds, and options (via web and phone); (iii) all clearing agent functions; (iv)
books and records system;  (v) OFX brokerage  statement download to Quicken 2003
for Windows and Mac;  (vi) an API (or other  means) to  electronically  transfer
information  about a customer's  holdings  from the Joint  Brokerage  Service to
Quicken.com  at the  individual  lot level to support tax  calculations  and the
ability to display  tax impact  information  in the order  process;  (vii) Joint
Customers  to access both  Quicken.com  and the  web-based  portion of the Joint
Brokerage  Service with a single  log-in;  (viii)  account  applicants to submit
their application online without having to submit paperwork; (ix) a database and
user  interface  that allow  customers  to specify lots when they place a "sell"
order;  (x)  automated  Tax Return  support  (1099  Download  into  TurboTax and
TurboTax for the Web) for Tax Year 2002, including without limitation cost basis
information; and (xi) Customer Support as set forth in Exhibit D.

         (l)  "Business  Day" means any day that is not a Saturday,  a Sunday or
other day on which banks are required or  authorized  by law to be closed in the
City of New York or the City of San Francisco.

         (m)  "Change  of  Control"  means  (i) any  transaction  or  series  of
transactions  which  results in the transfer of ownership or control to a single
Person or group of  affiliated  Persons  (other  than  Muriel  Siebert) of fifty
percent  (50%) or more of (I) the  voting  power of  Siebert  or SFC or (II) any
class of stock or other equity  interest  (or any  instrument  convertible  into
equity)  of  Siebert  or SFC,  effected  by means of the sale of stock,  merger,
consolidation,  issuance of shares, reorganization, share exchange or other form
of transaction or agreement,  other than any such transaction  undertaken solely
for the  purpose of  reincorporating  Siebert  or SFC,  as the case may be, in a
different  jurisdiction,  or  (ii)  a  sale  or  other  disposition  of  all  or
substantially all of the assets of Siebert or SFC to a Person (other than Muriel
Siebert).

         (n)  "Closing  Joint  Customer  Valuation"  means,  as of the  date  of
termination of this Agreement, the average market value per account of the Joint
Customer accounts,  as determined by the Steering  Committee.  In the event that
the Steering  Committee  cannot  determine the average market value of the Joint
Customer  accounts,  the parties shall  resolve such dispute in accordance  with
Section 9(f).

         (o)  "Confidential  Material"  has the  meaning set forth in Exhibit H.

                                       24
<PAGE>

         (p) "Content" shall mean content,  research, advice or other materials,
including  without  limitation  third party  materials  (except where  expressly
stated to the contrary).

         (q) "Dispute" has the meaning set forth in Section 14(u)(i)(I).

         (r) "Effective Date" means April 29, 2002.

         (s)  "Exchange"  means  the  New  York  Stock  Exchange,  the  National
Association  of  Securities  Dealers,  Inc.,  and any other  self-regulatory  or
governmental  organization  with  jurisdiction  over Siebert or ISI,  including,
without limitation, the SEC.

         (t) "Exchange Act" has the meaning set forth in Exhibit H.

         (u)  "Existing  Siebert  Customers"  means Siebert  customer  Brokerage
Accounts that exist on the Launch Date.

         (v) "Expense  Review Date" shall mean the date that is three (3) months
after the Launch Date and the last day of each three (3) month period thereafter
or more frequently as deemed necessary by the Steering Committee.

         (w) "Financial  Performance  Cure Period" means (i) with respect to the
Initial Financial  Performance Standards Measurement Period, one year after such
Financial Performance Standards Measurement Period, and (ii) with respect to any
other Financial  Performance  Standards  Measurement  Period, one hundred eighty
(180)  calendar  days after such  Financial  Performance  Standards  Measurement
Period.

         (x) "Financial Performance Cure Standards" has the meaning set forth in
Section 9(b)(vi).

         (y) "Financial  Performance  Standards" means the performance  criteria
with respect to the Joint Brokerage Service set forth in Section 9(e).

         (z)  "Financial  Performance  Standards  Measurement   Period(s)."  The
initial Financial Performance Standards Measurement Period shall be the Start-Up
Period (the  "Initial  Financial  Performance  Standards  Measurement  Period").
Subsequent  Financial   Performance   Standards  Measurement  Periods  shall  be
determined  by the  Steering  Committee  (each  period  to be  referred  to as a
"Financial  Performance  Standards Measurement Period") and shall be on a fiscal
year basis  ending  July 31st;  provided,  however,  that  following a Change of
Control,  each subsequent  Financial  Performance  Standards  Measurement Period
shall be on a calendar quarter basis.

         (aa)  "Future  Siebert  Customers"  means  Siebert  customer  Brokerage
Accounts that are established with Siebert after the Launch Date.

         (bb) "GAAP" means generally accepted accounting principles in effect in
the United States from time to time, consistently applied.



                                       25
<PAGE>

         (cc)  "Gross  Revenues"  means all  revenues  received  by  Siebert  in
connection  with a Brokerage  Account  including,  without  limitation,  trading
commissions,  margin  and  interest  income,  mutual  fund  fees  (e.g.,  12b-1,
shareholder servicing and administrative fees),  investment advisory fees, order
flow fees, account maintenance fees and other fees.

         (dd) "IE Split" has the meaning set forth in Section 4(e).

         (ee)  "Incremental  Expenses"  shall  mean  those  costs  and  expenses
incurred by either  party that are  directly  related to the  creation,  growth,
support,  maintenance and operation of the Joint Brokerage  Service as set forth
in the annual  business and financial  plan  approved by the Steering  Committee
(which,  for  the  Start-up  Period,   shall  be  the  Initial  Business  Plan).
Incremental  Expenses shall include,  but not be limited to, (i) personnel costs
(related to product development,  marketing,  finance, regulatory, new accounts,
customer  service  and trading  personnel)  that are above each  party's  excess
capacity  existing at the Effective Date,  (ii) the cost of marketing  programs,
promotion,  advertising and research,  (iii) website maintenance costs, (iv) the
cost of additional  equipment  (including,  without  limitation,  communications
equipment  and  hardware)  and  software  that is directly  related to the Joint
Brokerage  Service or is above each  party's  excess  capacity  existing  at the
Effective  Date,  (v) trading  related  expenses  and fees  (including,  without
limitation,  transaction  clearing  costs and all  other  costs  related  to the
trading in, or  maintenance  of, the  accounts of Joint  Customers  and that are
charged to Siebert by its clearing broker),  (vi) expenses related to errors, in
the ordinary course and consistent with past Siebert experience, associated with
an  individual  taking an order from a Joint  Customer or  otherwise  handling a
Joint  Customer  account  ("Trading  Errors") and (vii) any other costs that are
directly related to the joint revenue stream and/or the Joint Brokerage Service.
The Steering  Committee shall decide the  appropriate  method of funding capital
expenditures  (as opposed to current  period  expenses in accordance  with GAAP)
related to the Joint Brokerage Service (including, without limitation, any costs
related  to  Siebert's   procuring   additional  premises  and/or  undergoing  a
significant  reorganization  of its  operations  in the event the success of the
Joint  Brokerage  Service  requires  Siebert to do so), and the  depreciation or
amortization  of such  items  over  their  useful  lives  shall  be  treated  as
Incremental  Expenses.  If an expense were to occur even if the Joint  Brokerage
Service did not exist, then it should not qualify as an Incremental Expense.

         (ff)  "Indemnified   Party"  has  the  meaning  set  forth  in  Section
7(b)(iii)(I).

         (gg)  "Indemnifying  Party"  has  the  meaning  set  forth  in  Section
7(b)(iii)(I).

         (hh) "Initial  Business Plan" means the initial business plan,  adopted
by the parties prior to the Effective  Date,  that describes the projected Gross
Revenues,  Incremental Expenses, net revenues,  operating profits and operations
of the Joint Brokerage  Service during the Start-Up Period and which is attached
hereto as Exhibit I, as amended by the Steering Committee.

         (ii) "Initial Financial  Performance  Standards Measurement Period" has
the meaning set forth in the  definition  of  "Financial  Performance  Standards
Measurement Period."

         (jj) "Intuit" has the meaning set forth in the introductory paragraph.

         (kk) "Intuit  Content" means the Intuit Licensed Content and the Intuit
Owned Content.



                                       26
<PAGE>

         (ll) "Intuit IE" has the meaning set forth in Section 4(c).

         (mm) "Intuit Licensed  Content" means any Content provided by Intuit to
the Joint Brokerage Service that is not owned, produced or developed by Intuit.

         (nn) "Intuit Owned Content" means any Content provided by Intuit to the
Joint Brokerage Service that is owned, produced or developed by Intuit.

         (oo)  "Intuit  Policies  and  Procedures"  has the meaning set forth in
Section 7(a)(iii)(VI).

         (pp) "ISI" has the meaning set forth in the introductory paragraph.

         (qq) "Joint Brokerage  Service" means the joint brokerage  service that
will provide brokerage  services to retail customers,  including but not limited
to: the ability to trade securities and access investment  research and content,
obtain customer service and account information and maintenance.  These services
will primarily be delivered via the web but will also permit customers to access
these services via telephone (automated system as well as call center), mail and
through retail branches.  The Joint Brokerage Service is more fully described in
Sections I, II(A) and II(B) of Exhibit A.

         (rr)  "Joint  Customers"  means  customers  that apply for a  Brokerage
Account on the Joint Brokerage  Service who are not Siebert Customers (except as
contemplated by Section 4(a)(i)).

         (ss) "Launch Date" means the date on which the Joint Brokerage  Service
is fully operational,  which date is currently anticipated to fall in the period
from mid-August to mid-September, 2002.

         (tt) "Losses" has the meaning set forth in Section 7(b)(i).

         (uu) "Marks" has the meaning set forth in Section 6(c)(i).

         (vv) "NASD" has the meaning set forth in Section 14(u)(i).


         (ww) "NYSE" has the meaning set forth in Section 14(u)(i).

         (xx)   "Objection   Notice"  has  the  meaning  set  forth  in  Section
14(u)(i)(II).

         (yy) "Operating  Profit" means,  as to any True-Up Period,  the time at
which the Joint Brokerage Service has a positive Actual Operating Profit.

         (zz)  "Operating  Teams"  has the  meaning  set  forth  in  Section  3.

         (aaa)  "Payment  Trigger  Date" has the  meaning  set forth in  Section
9(d)(i).

         (bbb)  "Pershing"  means the Pershing  Division of Donaldson,  Lufkin &
Jenrette Securities Corporation, or any other clearing broker engaged by Siebert
from time to time which is reasonably satisfactory to Intuit.



                                       27
<PAGE>

         (ccc) "Pershing Agreement" means the Fully Disclosed Clearing Agreement
of Pershing  Division of Donaldson,  Lufkin & Jenrette  Securities  Corporation,
dated April 29, 2002, by and among Pershing and Siebert.

         (ddd)   "Person"   means  any  natural   person,   general  or  limited
partnership,  corporation,  limited  liability  company  or  partnership,  firm,
association, governmental or regulatory authority or other legal entity.

         (eee) "Principal Agreement" has the meaning set forth in Section 11(b).

         (fff)  "Profitability  Date"  means the last day of the  first  True-Up
Period in which the Joint Brokerage Service has achieved an Operating Profit.

         (ggg)  "Projected  Net Revenue" means (a) until the end of the Start-Up
Period,  "Projected Net Revenue" of the Joint Brokerage  Service as set forth in
the Initial  Business  Plan and (b) after the Start-Up  Period,  "Projected  Net
Revenue" of the Joint Brokerage Service as determined by the Steering Committee.

         (hhh)  "Projected  Operating  Profit"  means  (a)  until the end of the
Start-Up Period,  "Projected Operating Profit" of the Joint Brokerage Service as
set  forth in the  Initial  Business  Plan and (b) after  the  Start-Up  Period,
"Projected Operating Profit" of the Joint Brokerage Service as determined by the
Steering Committee.

         (iii) "Quicken" has the meaning set forth in the Recitals.

         (jjj) "Quicken Products" has the meaning set forth in the Recitals.

         (kkk) "Quicken.com" has the meaning set forth in the Recitals.

         (lll) "Referee" has the meaning set forth in Section 14(u)(i)(II).

         (mmm)  "Regulatory  Agreement"  has the  meaning  set forth in  Section
7(a)(ii)(III).

         (nnn)   "Regulatory   Authority"   means  any   regulatory   authority,
governmental entity or self-regulatory authority.

         (ooo) "SEC" has the meaning set forth in Exhibit H.

         (ppp) "Securities Act" has the meaning set forth in Exhibit H.

         (qqq)  "Securities   Regulations"   means  the   constitution,   rules,
regulations,  statutes  or  policies  now in effect or  hereafter  adopted by or
administered by the Exchanges or the SEC now or hereafter in effect.

         (rrr) "SFC" means Siebert Financial Corp., a New York corporation.

         (sss)  "Siebert"  has  the  meaning  set  forth  in  the   introductory
paragraph.



                                       28
<PAGE>

         (ttt)  "Siebert  Content"  means the Siebert  Licensed  Content and the
Siebert Owned Content.

         (uuu) "Siebert  Customers"  means the Existing Siebert  Customers,  the
Future Siebert Customers and the Acquired Siebert Customers.

         (vvv) "Siebert IE" has the meaning set forth in Section 4(c).

         (www) "Siebert  Licensed Content" means any Content provided by Siebert
to the Joint  Brokerage  Service  that is not owned,  produced or  developed  by
Siebert.

         (xxx) "Siebert Owned Content" means any Content  provided by Siebert to
the Joint Brokerage Service that is owned, produced or developed by Siebert.

         (yyy) "Siebert  Policies and  Procedures"  has the meaning set forth in
Section 7(a)(ii)(IV).

         (zzz) "Start-Up  Period" means the period  beginning on the Launch Date
and ending on July 31, 2003.

         (aaaa)  "Steering  Committee"  has the  meaning set forth in Section 3.

         (bbbb) "Term" has the meaning set forth in Section 9(a).

         (cccc)  "Third  Party  Claim"  has the  meaning  set  forth in  Section
7(b)(i).

         (dddd) "Trading  Errors" has the meaning set forth in the definition of
"Incremental Expenses."

         (eeee)  "True-Up  Period" means (a) until the  Profitability  Date, the
periods  (i)  beginning  on  August  1st and  ending  on  January  31st and (ii)
beginning   on  February  1st  and  ending  on  July  31st  and  (b)  after  the
Profitability  Date,  the  periods  (i)  beginning  on August  1st and ending on
October 31st,  (ii) beginning on November 1st and ending on January 31st,  (iii)
beginning on February 1st and ending on April 30th and (iv) beginning on May 1st
and ending on July 31st.

         (ffff) "True-Up Statement" has the meaning set forth in Section 4(g).

         (gggg) "Wind-Down Period" has the meaning set forth in Section 9(c)(i).

         14. MISCELLANEOUS

         (a)  Breach  of  Cross-Sell  Provision.  In the  event  that any  party
terminates this Agreement pursuant to Section 9(b)(v)(II), the terminating party
shall be entitled to receive all revenues generated by the non-terminating party
from such cross-sell activities.

         (b) Siebert  Customers.  Siebert may, upon written terms and conditions
to be  agreed  upon by the  parties,  convert  its own  customers  to the  Joint
Brokerage  Service.  If Siebert  elects to convert  its  customers  to the Joint
Brokerage  Service,  Siebert  will pay  Intuit an amount  as  determined  by the
Steering  Committee  (such amount to be  reasonably  related to the actual costs



                                       29
<PAGE>

associated  with  providing  such  services to  Siebert's  customers),  it being
understood that such customers will be converted to the Joint Brokerage  Service
within 18 months of the Launch Date. In such event,  Intuit will provide through
Quicken.com the same enhanced  analytical  features and other  functionality for
the use of Siebert  Customers as are  provided  for the use of Joint  Customers;
provided,  however, nothing in this Agreement shall permit Siebert to enter into
any third party transactions which includes the use of the Intuit functionality,
Content and  software to support  other  brokerage  customers  without the prior
written consent of Intuit.

         (c)  Privacy  Policy.  Each party  shall  comply  with the terms of the
privacy policy set forth on Exhibit J.

         (d)  Security  Requirements.  Each party shall comply with the terms of
the security requirements set forth on Exhibit K.

         (e) SiebertNet Customers.  Siebert will begin the conversion process of
all  of its  existing  SiebertNet  customers  from  Fidelity  to  Pershing  when
reasonably  practicable after the Launch Date,  subject,  among other things, to
the cooperation of its current clearing broker and any successor.

         (f) Devotion of Efforts. During the term of this Agreement,  each party
shall  devote   commercially   reasonable  time  and  efforts  to  the  business
contemplated hereunder and to the implementation of this strategic alliance.

         (g) Survival.  Sections 1, 4, 5, 6, 7(a)(v), 7(b), 8, 9(b), 9(c), 9(d),
9(f),  11,  12, 13 and 14 shall  survive  termination  of this  Agreement  (with
respect to  Section  11,  only  until the later of the end of (i) the  Wind-Down
Period  or, if  applicable,  (ii) the  period  set forth in  Section  9(b)(i) or
9(b)(x),  and with respect to Sections 1, 5 and 6(c)-(d),  only until the end of
the  Wind-Down  Period,  and with respect to Sections  4(a)-(f),  only until the
True-Ups for the  Wind-Down  Period and any preceding  True-Up  Period have been
completed and all amounts to be paid in connection therewith have been paid).

         (h) General Audit Right. (i)  Notwithstanding  Section 4(g), during the
Term and the Wind-Down Period, Intuit shall be permitted to audit, either itself
or  through  outside  auditors,  Siebert's  books and  records  relating  to the
information disclosed by Siebert as contemplated by this Agreement to verify the
accuracy of such  information.  Intuit  shall itself bear all costs and expenses
relating to such audit.

              (ii)  Notwithstanding  Section  4(g),  during  the  Term  and  the
Wind-Down Period,  Siebert shall be permitted to audit, either itself or through
outside  auditors,  Intuit's  books  and  records  relating  to the  information
disclosed by Intuit as  contemplated by this Agreement to verify the accuracy of
such  information.  Siebert shall itself bear all costs and expenses relating to
such audit.

         (i) Governing Law. This Agreement will be governed by California law as
applied  to  agreements  entered  into  and  to  be  performed  entirely  within
California without regard to its choice of law or conflicts of law principles.



                                       30
<PAGE>

         (j) Severability. (i) If any provision of this Agreement is found to be
invalid or  unenforceable by a court of competent  jurisdiction,  such provision
shall be severed  from the  remainder of this  Agreement,  which shall remain in
full force and effect.

              (ii) The  parties  hereto  recognize  that  the  laws  and  public
policies  of the  various  states  of the  United  States  may  differ as to the
validity and  enforceability  of covenants similar to those set forth in Section
11. It is the  intention  of the parties  that the  provisions  of Section 11 be
enforced to the fullest extent  permissible  under the laws and policies of each
jurisdiction in which enforcement may be sought,  and that the  unenforceability
(or the  modification  to conform to such laws or policies) of any provisions of
Section  11 shall not render  unenforceable,  or impair,  the  remainder  of the
provisions of Section 11.  Accordingly,  if any provision of Section 11 shall be
determined to be invalid or unenforceable,  such invalidity or  unenforceability
shall be deemed to apply only with respect to the operation of such provision in
the particular  jurisdiction  in which such  determination  is made and not with
respect to any other provision or jurisdiction.

              (iii) The parties hereto acknowledge and agree that the provisions
of  Section 11 are  reasonable  and that any remedy at law for any breach of the
provisions  of Section 11 would be  inadequate,  and Siebert  and Intuit  hereby
consent to the granting by any court of an injunction or other equitable relief,
without the necessity of actual  monetary  loss being proved,  in order that the
breach or threatened  breach of such  provisions may be effectively  restrained.

         (k) Amendment. No alteration,  amendment, waiver, cancellation or other
change in any  provision of this  Agreement  shall be valid or binding on either
party unless agreed to in writing by both parties.

         (l) Waiver.  The failure of either  party to enforce any  provision  of
this  Agreement  shall in no way be construed to be a waiver of such  provision,
nor in any way to affect  the right of either  party to  enforce  each and every
provision of this  Agreement  thereafter.  The express waiver by either party of
any provision, condition or requirement of this Agreement shall not constitute a
waiver of any future  obligation  to comply with such  provision,  condition  or
requirement. Any such waiver must be in writing.

         (m)  Force  Majeure.  Neither  Siebert  nor  Intuit  shall be liable in
damages for any delay or default in performing  any obligation  hereunder  other
than for the  payment  of money if that  delay or  default  is due to any  cause
beyond the  reasonable  control and without  fault or  negligence of that party;
provided that, in order to excuse its delay or default hereunder,  a party shall
notify  the other of the  occurrence  or the  cause,  specifying  the nature and
particulars  thereof and the expected duration thereof;  and provided,  further,
that within fifteen (15) calendar days after the  termination of such occurrence
or cause, such party shall give notice to the other party specifying the date of
termination  thereof.  All  obligations of both parties shall return to being in
full  force  and  effect  upon  the  termination  of such  occurrence  or  cause
(including  without  limitation  any  payments  which  became  due  and  payable
hereunder prior to the termination of such occurrence or cause). For the purpose
of this subsection (m), a "cause beyond the reasonable control" of a party shall
include,  without limiting the generality of the phrase,  any act of God, act of
any  governmental  or  other  authority  or  statutory  undertaking,  industrial
dispute, fire, explosion,  accident, power failure, flood, riot or war (declared
or undeclared).



                                       31
<PAGE>

         (n) Assignment. This Agreement shall be binding upon and shall inure to
the  benefit  of the  parties  and their  respective  successors  and  permitted
assigns.  Neither party may assign or transfer  this  Agreement nor delegate its
obligations  under this Agreement without the prior written consent of the other
party,  which  consent  shall  not  be  unreasonably   withheld.  Any  attempted
assignment in violation hereof shall be void.

         (o)  Notices.  All  notices,   requests,   claims,  demands  and  other
communications  hereunder  shall be in  writing  and shall be given or made (and
shall be deemed to have been duly given or made upon  receipt)  by  delivery  in
person,  by overnight courier service,  by facsimile  (followed by delivery of a
copy via overnight  courier service) or by registered or certified mail (postage
prepaid,  return receipt  requested) to the respective  parties at the following
addresses  (or at such  other  address  for a party as shall be  specified  in a
notice given in accordance with this subsection (o)):

         if to Intuit:
                           Intuit Inc.
                           2535 Garcia Avenue
                           Mountain View, California  94043
                           Attention: Fran Smallson
                           Telecopier: (650) 944-5656

                           with copies to:

                           Morgan, Lewis & Bockius LLP
                           101 Park Avenue
                           New York, New York 10178
                           Attention: Anne E. Gold
                           Telecopier: (212) 309-6273

         if to Siebert:

                           Siebert Financial Corporation
                           885 Third Avenue
                           Suite 1720
                           New York, New York 10022
                           Attention: Ms. Muriel Siebert
                           Telecopier: (212) 838-0647

                           with copies to:

                           Fulbright & Jaworski L.L.P.
                           666 Fifth Avenue
                           New York, New York 10103
                           Attention: Warren Nimetz
                           Telecopier: (212) 318-3400



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<PAGE>

         (p) Disclaimer of Agency;  No  Partnership.  The  relationship  between
Intuit and  Siebert  established  by this  Agreement  (or  contemplated  by this
strategic alliance) is that of independent  contractors and, except as expressly
provided  herein,  nothing  contained in this Agreement (or contemplated by this
strategic  alliance) will be construed to (i) give any party the power to direct
or control the day-to-day activities of any other party, or (ii) allow any party
to create or assume any  obligation on behalf of the other party for any purpose
whatsoever.  The parties acknowledge and agree that this strategic alliance will
not  constitute  a  partnership  (including,   without  limitation,   a  limited
partnership)  or a joint venture by reason of this  Agreement or this  strategic
alliance or  otherwise  (including,  without  limitation,  for federal and state
income tax purposes), that no party will be, by reason of this Agreement or this
strategic alliance or otherwise,  a partner or joint venturer of the other party
for any  purpose,  and that  this  Agreement  may not be  construed  to  suggest
otherwise.

         (q)  Entire  Agreement.  The terms  and  conditions  of this  Agreement
(including,  without limitation,  the Exhibits to this Agreement) constitute the
entire agreement  between the parties and supersede all previous  agreements and
understandings, whether oral or written, between the parties hereto with respect
to the subject matter of this  Agreement.  In the event of any conflict  between
the terms of this  Agreement  and the terms of an Exhibit  hereto,  the terms of
such Exhibit shall control.

         (r)  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together  shall  constitute  but  one  and  the  same  instrument.  A  facsimile
transmission of the signed Agreement shall be legal and binding on all parties.

         (s) Negotiation.  The parties hereto,  by executing below,  acknowledge
that the  provisions  and language of this  Agreement  have been  negotiated and
specifically  agree  that no  provision  of this  Agreement  shall be  construed
against a party by reason of such party having  drafted  such  provision of this
Agreement.

         (t) Non-Exclusive Remedies.  Except as otherwise expressly set forth in
this Agreement,  the remedies set forth herein are not the exclusive remedies of
the parties hereto.

         (u) Exclusive Arbitration of Certain Claims.

              (i)  The  parties  acknowledge  that,  pursuant  to  the  Pershing
Agreement and the rules of certain Regulatory  Authorities,  Siebert is required
to submit certain  controversies  between it and other third parties,  including
Pershing (each such third party being referred to as an "Arbitration Party"), to
arbitration  conducted before the New York Stock Exchange,  Inc. (the "NYSE") or
NASD Dispute  Resolution,  Inc. ( "NASD") and in accordance  with the procedural
rules of the selected organization.  In addition, Intuit and Siebert have agreed
that the customer  agreement for the Joint  Brokerage  Service will provide that
all  customer  claims (to the extent  permitted  by  applicable  rules)  against
Siebert, Pershing and/or Intuit or any other third party service provider to the
Joint  Brokerage  Service  will be  arbitrated  before  the  NYSE or NASD and in
accordance  with the  procedural  rules of the  selected  organization.  Siebert
agrees  that  Intuit  is not a party to the  customer  agreement  for the  Joint
Brokerage  Service (or to any other customer  agreement of Siebert) by virtue of
Intuit having agreed that such  customer  agreement  shall provide an obligation
for the customer to arbitrate its claims  against  Intuit,  and Siebert will not
represent  to  its  customers  that  Intuit  is a  party  to any  such  customer
agreement. Intuit must approve the form of any agreement between Siebert and any
of its customers by which a customer  agrees to arbitrate  claims against Intuit
before any such form is adopted by Siebert. In furtherance of the foregoing, the
parties agree as follows:



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<PAGE>

                     (I) If Intuit notifies  Siebert in writing that it believes
in good faith that Siebert has breached any of its  representations,  warranties
or  covenants  contained  herein (the  "Dispute"),  and Siebert has a good faith
belief  that  Pershing  or  another  Arbitration  Party is wholly  or  partially
responsible  for such  Dispute  and so informs  Intuit,  then Intuit and Siebert
shall commence,  within sixty (60) calendar days of Intuit's  providing  written
notice to  Siebert,  a joint  arbitration  (Intuit  against  Siebert and Siebert
against  Pershing or such other  Arbitration  Party) before the NYSE or NASD, as
the exclusive means of resolving the Dispute (subject to the following). If such
joint arbitration is not commenced within the aforementioned  period (by Siebert
not timely initiating an arbitration  against Pershing or such other Arbitration
Party),  then Intuit may file a lawsuit against Siebert  relating to the Dispute
(and withdraw any previously filed arbitration against Siebert);  provided, that
if in such lawsuit Siebert impleads  Pershing or such other  Arbitration  Party,
and  Pershing  or such other  Arbitration  Party  thereafter,  and  without  any
inducement  by Siebert,  files to stay or dismiss the lawsuit and  initiates  an
arbitration against Siebert conducted before the NYSE or NASD, Intuit will, upon
being  reimbursed by Siebert for the costs and fees Intuit incurred with respect
to the filing of the original  arbitration and the lawsuit,  voluntarily dismiss
its lawsuit without prejudice and refile its claim in the same arbitration forum
in which the  dispute  between  Siebert and  Pershing or such other  Arbitration
Party is being  heard.  In no event shall  Intuit be required to  arbitrate  any
Dispute  with Siebert  where the Dispute  arises from or is related to a lawsuit
between a third  party and  Intuit in a court of law,  unless  (A)  Siebert  has
informed  Intuit in writing  that  Siebert  contends  that  Pershing  or another
Arbitration  Party is wholly or partially  responsible  for such Dispute and (B)
Intuit has a right to compel such third party to arbitrate.

                     (II) If an NYSE or NASD  arbitration  relating to the Joint
Brokerage Service is initiated against Intuit or Siebert (each of which would be
an "accused party") by a customer,  Pershing or another  Arbitration  Party, and
the accused  party has a good faith belief that the other party hereto is wholly
or partially  responsible for the claims made in such  arbitration,  the accused
party shall inform the other party hereto in writing (an  "Arbitration  Notice")
of the  accused  party's  intention  to join  the  other  party  hereto  in such
arbitration.  If the other party hereto  disputes that it is wholly or partially
responsible  for the  claims  made in such  arbitration,  it shall so inform the
accused party in writing (an "Objection Notice") within ten business days of the
other party's receipt of the Arbitration  Notice.  If the other party hereto has
not delivered an Objection Notice within ten business days of its receipt of the
Arbitration  Notice,  then the accused  party may join the other party hereto in
such NYSE or NASD  arbitration,  and the other party  hereto shall agree to such
joinder and to arbitrate the accused party's claims against it in the same forum
in which the NYSE or NASD  arbitration is being heard, as the exclusive means of
resolving such claims. If, however, the other party hereto delivers an Objection
Notice within ten business days of its receipt of the  Arbitration  Notice,  the
parties shall,  within ten business days of the accused  party's receipt of such
Objection Notice,  choose a mutually  acceptable third party (the "Referee") for
the sole  purpose of  determining  whether  the  accused  party has a  colorable
cross-claim  against the other party hereto in  connection  with the claims made
against the accused  party in the NYSE or NASD  arbitration.  The Referee  shall


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<PAGE>

render his or her decision within five days of submission, and the parties shall
cooperate  with the Referee and provide such  information,  as the Referee shall
request. The Referee's decision shall be final and not subject to appeal, and in
no event  shall it be  admissible  for any reason in any  subsequent  proceeding
(except in a proceeding  between the parties hereto  concerning a breach of this
provision).  If the Referee  determines  that the accused  party has a colorable
cross-claim  against the other party hereto in  connection  with the claims made
against  the  accused  party in the NYSE or NASD  arbitration,  then the accused
party may join the other party hereto in such NYSE or NASD arbitration,  and the
other party  hereto  shall agree to such  joinder and to  arbitrate  the accused
party's  claims  against  it in the  same  forum  in  which  the  NYSE  or  NASD
arbitration is being heard, as the exclusive means of resolving such claims.  If
the  Referee  determines  that the  accused  party  does  not  have a  colorable
cross-claim  against the other party hereto in  connection  with the claims made
against  the  accused  party in the NYSE or NASD  arbitration,  then the accused
party  shall  not seek to join  the  other  party  hereto  in such  arbitration;
however,  the accused  party shall not be  prevented  from  bringing  its claims
against the other party in court.

              (ii) Any  arbitration  pursuant to this section shall be conducted
in  accordance  with  the  procedural  rules of the  applicable  self-regulatory
organization.  If  any  such  arbitration  involves  technology,   licensing  or
intellectual property issues, the parties agree, to the extent possible, to have
the  arbitration  conducted  by a panel in which at  least  one  arbitrator  has
knowledge of the relevant technology, licensing or intellectual property subject
matter.

              (iii) This provision shall not apply where (a) a joint arbitration
by or against  Intuit and Siebert  cannot or may not for any reason be commenced
or  maintained  before  the NYSE or NASD;  or (b) the  Dispute  which  Intuit is
asserting against Siebert arises from or is related to a lawsuit between a third
party and Intuit in a court of law,  unless (I) Siebert has  informed  Intuit in
writing that Siebert  contends  that  Pershing or another  Arbitration  Party is
wholly or partially  responsible for such Dispute and (II) Intuit has a right to
compel such third party to arbitrate.

              (iv) The  arbitrators in any  arbitration  hereunder shall resolve
all legal issues  presented by applying the  substantive,  internal  laws of the
State of New York  (without  giving  effect to the conflicts of law or choice of
law  principles  thereof and  excluding  the United  Nations  Convention  on the
International  Sale of Goods), and shall apply such substantive law to the facts
as established by the evidence.  Such arbitration  shall be final and binding on
the parties.

              (v) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PARTIES ARE
NOT WAIVING  THEIR RIGHT TO SEEK  EQUITABLE OR OTHER  REMEDIES IN COURT OR OTHER
DISPUTE RESOLUTION FORUMS FOR CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT,
INCLUDING,  BUT  NOT  LIMITED  TO ANY  CLAIM  FOR  BREACH  OF  THIS  ARBITRATION
PROVISION.

         (v) Future Payroll Acquisitions.  Article 11 of this Agreement does not
apply to any  acquisitions  Intuit  may make of  payroll  companies  or  payroll
businesses that involve the provision of retirements  plans to small  businesses
(e.g.  401K,  Simple IRA, SEP and similar  plans)  provided that assets in these
plans are not held in a broker  dealer in which Intuit has an economic  interest
and that none of these  products are  integrated  with Quicken or Quicken.com or
marketed to Quicken or Quicken.com customers.


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<PAGE>


         IN WITNESS WHEREOF,  the parties,  through their  authorized  officers,
have duly executed this Agreement intending it to be effective and binding as of
the date first written above.



                                  INTUIT INC.




                                  By:  /s/ Lorri E. Norrington
                                     -------------------------------------------
                                     Name: Lorri E. Norrington
                                     Title: Executive Vice President
                                     Small Business and Personal Finance

                                  FOR PURPOSES OF SECTIONS 1(e)(v), 4(a), 4(d)
                                  and 9(c) ONLY


                                  INVESTMENT SOLUTION, INC.




                                  By:  /s/ Paul Ehrenstein
                                     -------------------------------------------
                                     Name:  Paul Ehrenstein
                                     Title: CFO


                                  MURIEL SIEBERT & CO., INC.



                                  By:  /s/ Muriel Siebert
                                     -------------------------------------------
                                     Name:  Muriel Siebert
                                     Title: Chairman, President






</TEXT>
</DOCUMENT>
