SOUNDVIEW TECHNOLOGY GROUP INC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>a2086142zex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<Page>

                                                                    EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

This Employment Agreement (the "AGREEMENT") is entered into effective as of July
10, 2002, between SoundView Technology Group, Inc., a Delaware corporation (the
"CORPORATION"), and John Hervey (the "EMPLOYEE").

                              W I T N E S S E T H:

     The Corporation desires to employ the Employee to have the benefits of his
expertise and knowledge. The Employee, in turn, desires employment with the
Corporation. The parties, therefore, enter into this Agreement to establish the
terms and conditions of the Employee's employment with the Corporation.

     In consideration of the mutual covenants and representations contained in
this Agreement, the Corporation and the Employee agree as follows:

     1.   EMPLOYMENT OF EMPLOYEE; DUTIES.

     The Corporation agrees to employ the Employee, and the Employee agrees to
be employed by the Corporation, as a Managing Director and the Director of
Research in the Old Greenwich, CT. office of its subsidiary, SoundView
Technology Corporation, for the period specified in Section 2 (the "EMPLOYMENT
PERIOD"), subject to the terms and conditions of this Agreement. During the
Employment Period, the Employee shall report to the Chief Executive Officer or
such other senior executive as the Corporation may deem appropriate from time to
time and he shall assume such duties and responsibilities as may be properly
assigned to him by the Corporation.

     2.   EMPLOYMENT PERIOD. The Employment Period shall begin July 11, 2002 and
shall continue until December 31, 2003.

     3.   BASE SALARY. During the Employment Period, the Corporation shall pay
the Employee a minimum annual base salary of Two Hundred Thousand Dollars
($200,000) ("Base Salary"). The Base Salary shall be payable in equal periodic
installments which are not less frequent than the periodic installments in
effect for salaries of other senior executives of the Corporation. The Base
Salary shall be subject to annual review for upward adjustments based on the
policies of the Corporation and the Employee's contributions to the business of
the Corporation.

     4.   ANNUAL BONUS PLAN During the Employment Period, the Employee shall be
entitled to participation at the senior executive level in the Corporation's
bonus plan. For the period ending December 31, 2002, the Employee shall be
entitled to a guaranteed bonus paid in cash which together with his Base Salary
brings his compensation for this period to a total of at least One Million Four
Hundred Thousand Dollars ($1,400,000) (the "2002 GUARANTEED

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BONUS"), and for the period from January 1, 2003 to December 31, 2003, a
guaranteed bonus which together with his Base Salary brings his compensation for
this period to a total of at least One Million Six Hundred Thousand Dollars
($1,600,000) (the "2003 GUARANTEED BONUS"). The 2002 Guaranteed Bonus shall be
paid no later than January 31, 2003 and the 2003 Guaranteed Bonus shall be paid
no later than January 31, 2004. The 2002 and 2003 Guaranteed Bonuses are
intended to be, and are understood by Employee to be, an inducement to continued
employment throughout the Employment Period and continued employment by the
Employee throughout the period covered by the applicable Guaranteed Bonus,
except as may otherwise be provided in Section 8, is a requirement for payment
to be made by the Corporation.

     5.   BENEFITS.

          (a)  In addition to and except for the matters governed by this
Agreement, the Employee shall be entitled to employee benefits and perquisites,
including but not limited to pension, deferred compensation plans, incentive,
stock options, group life insurance, disability, sickness and accident insurance
and health benefits under such plans and programs as provided to other Managing
Directors of the Corporation from time to time.

          (b)  The Employee shall be entitled to four (4) weeks paid vacation as
well as holidays, leave of absence and leave for illness and temporary
disability in accordance with the policies of the Corporation.

          (c)  The Employee shall be entitled to reimbursement for normal and
customary business expenses in accordance with the Company's policies for
expense reimbursement for managing directors of the Corporation.

     6.   STOCK OPTIONS.

          The Corporation agrees that it shall recommend that the Employee be
granted an option pursuant to the Corporation's Stock Incentive Plan, to
purchase Seven Hundred and Fifty Thousand (750,000) shares of the Corporation's
Common Stock at the fair market value on your first day of employment at the
Company and an option to purchase Two Hundred Thousand (200,000) in January 2003
at the fair market value at the time of grant, which shall be at the same time
as the Corporation's grant to other managing directors, but in no event later
than January 31, 2002. The options to purchase Seven Hundred and Fifty Thousand
shares shall vest incrementally as follows: 46,875 shares on September 30, 2002;
and 46,875 shares on the last days of December, March, June and September
thereafter until June 30, 2006. The options to purchase Two Hundred Thousand
shares shall vest incrementally as follows: 12,500 on March 31, 2003 and 12,500
shares on the last days of June, September, December and March thereafter until
December 31, 2006. The Executive shall also be eligible to receive additional
annual grants as the Board or a committee of the Board may determine to be
appropriate for senior executives in its sole judgment.

     7.   NON-DISCLOSURE; NON-SOLICITATION

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          As a condition to the employment arrangement, Employee agrees to
execute and comply with the terms and conditions of the "SoundView Technology
Group, Inc. Employee Non-Disclosure, Non-Solicitation, Non-Solicitation of
Inventions Agreement" attached hereto as Exhibit I.

     8.   TERMINATION.

     8.1  TERMINATION BY THE CORPORATION.

          (a)  The Corporation may terminate the Employee's employment under
this Agreement without Cause (as defined in Section 8.1(b)), at any time by
giving notice thereof to the Employee at least thirty (30) days before the
effective date of such termination. The Employment Period shall terminate as of
the date of such termination of employment.

          (b)  The Corporation by majority vote of its Board of Directors, after
providing an opportunity for the Employee to make a written submission to the
Board, may terminate the Employee's employment under this Agreement for Cause at
any time by notifying the Employee of such termination. For all purposes of this
Agreement, the Employment Period shall end as of the date of such termination of
employment. "CAUSE" shall mean the Executive's (i) neglect, failure or refusal
to timely perform the duties of his employment (other than by reason of a
physical or mental illness or impairment), or his gross negligence in the
performance of his duties, (ii) material breach of any agreements, covenants and
representations made in any employment agreement or other agreement with the
Corporation or any subsidiary, (iii) violation of any law, rule, regulation or
by-law of any governmental authority (state, federal or foreign), any securities
exchange or association or other regulatory or self-regulatory body or agency
applicable to the Corporation or any subsidiary or any material general policy
or directive of the Corporation or any subsidiary, (iv) conviction of, or plea
of guilty or nolo contendere to, a crime involving moral turpitude, dishonesty,
fraud or unethical business conduct, or a felony, (v) giving or accepting
undisclosed material commissions or other payments in cash or in kind in
connection with the affairs of the Corporation or its clients, (vi) failure to
obtain or maintain any registration, license or other authorization or approval
that the Corporation or any subsidiary reasonably believes is required in order
for the Grantee to perform his duties, or (vii) habitual abuse of alcohol or
drugs; provided, however, that if the basis for Cause is based on either (i) or
(ii) above, and the basis for Cause is subject to being cured by the Employee,
the Corporation shall provide written notice of the basis for Cause to the
Employee and the Employee shall have a period of thirty (30) days in which to
cure the basis for Cause prior to any action by the Board of Directors.

     8.2  TERMINATION BY THE EMPLOYEE. The Employee may terminate this Agreement
at any time, for any reason or for no reason at all, by giving notice thereof to
the Corporation at least thirty (30) days before the effective date of such
termination. The Employment Period shall terminate as of the date of such
termination of employment.

     8.3  SEVERANCE BENEFITS.

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          (a)  If the Employee's employment under this Agreement is terminated
before the end of the Employment Period by the Corporation without Cause or by
the Employee for Good Reason (as defined in Section 8.3(d)), the Corporation
shall pay the Employee a lump sum cash payment, within thirty (30) days of the
date of such termination, equal to the sum of: (i) the aggregate amount of the
Employee's unpaid Base Salary, payable at the annual rate in effect on the
termination date, through the end of the Employment Period; and (ii) an amount
representing the Employee's unpaid Guaranteed Bonus through the end of the
Employment Period.

          (b)  If the Employee's employment under this Agreement is terminated
by the Corporation for Cause, by the Employee without Good Reason or if the
Employee dies or becomes totally disabled (as defined in Section 8.4), the
Corporation shall only pay the Employee a lump sum cash payment within thirty
(30) days of the date of such termination, equal to the sum of Employee's unpaid
Base Salary earned to the termination date.

          (c)  If the Employee's employment under this Agreement is terminated
by reason of the death of the Employee or the total disability of the Employee
(as defined in Section 8.4), the Corporation shall pay a prorated portion of the
2002 Guaranteed Bonus (prorated from the date of this Agreement to the date of
termination) if the death or disability occurs during 2002, or all of the 2002
Guaranteed Bonus if the death or disability occurs prior to the payment of the
2002 Guaranteed Bonus by the Corporation, and a prorated portion of the 2003
Guaranteed Bonus (prorated from January 1, 2003 to the date of termination) if
the death or disability occurs during 2003.

          (d)  "GOOD REASON" means (i) any material reduction in the Employee's
authority, duties or responsibilities; or (ii) any material failure by the
Corporation to pay or provide the compensation and benefits under this Agreement
or breach of any other material provision of this Agreement; provided that, in
each such event, the Employee shall give the Corporation notice thereof which
shall specify in reasonable detail the circumstances constituting Good Reason,
and there shall be no Good Reason with respect to any such circumstances cured
by the Corporation within thirty (30) days after such notice.

          (e)  If the Employee is entitled to receive payments or other benefits
under this Agreement upon the termination of his employment with the
Corporation, the Employee hereby irrevocably waives the right to receive any
payments or other benefits under any other severance or similar plan maintained
by the Corporation ("OTHER SEVERANCE PLAN"), provided, however, that if the
payments and other benefits provided under such Other Severance Plan exceed the
payments and other benefits under this Agreement, the Employee, in his sole
discretion, may elect to receive the payments and benefits under such Other
Severance Plan in lieu of the payments and benefits under this Agreement upon
his termination of employment.

     8.4  TERMINATION BY DEATH OR DISABILITY. This Agreement shall terminate
automatically upon the Employee's death. If the Corporation determines in good
faith that the Employee has a "total disability" (within the meaning of such
term or of a similar term as defined in the Corporation's long-term disability
plan as in effect from time to time), the

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Corporation may terminate his employment under this Agreement by notifying the
Employee thereof at least thirty (30) days before the effective date of such
termination.

     9.   NOTICES. Any notices, requests, demands and other communications
provided for by this Agreement shall be sufficient if in writing and if sent by
registered or certified mail to the Employee at the last address he has filed in
writing with the Corporation or, in the case of the Corporation, to the
Corporation's principal executive offices.

     10.  WITHHOLDING TAXES. The Corporation shall have the right, to the extent
permitted by law, to withhold from any payment of any kind due to the Employee
under this Agreement to satisfy the tax withholding obligations of the
Corporation under applicable law.

     11.  BINDING AGREEMENT; WAIVER. This Agreement shall be binding upon the
Employee and the Corporation on and after the date of this Agreement. The rights
and obligations of the Corporation under this agreement shall inure to the
benefit of and shall be binding upon the Corporation and any successor of the
Corporation, and the benefits of this Agreement shall inure to the benefit of
the Employee's estate and beneficiaries in the event of the Employee's death.
Neither party may assign his or its duties or rights under this Agreement
without the prior written consent of the other party; provided, however that (i)
the Corporation may assign this Agreement to any subsidiary, parent or
affiliate, without the consent of the Employee, and such assignment shall not,
in and of itself, constitute, a termination of employment under this Agreement
and (ii) this Agreement may be assigned without consent in connection with any
sale of all or substantially all of the Corporation's assets or upon any merger,
consolidation or reorganization of the Corporation with or into any other
corporation.

     12.  ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
of the Employee and the Corporation with respect to the subject matter hereof
and supersedes and voids any and all prior agreements or understandings, written
or oral, regarding the subject matter hereof. This Agreement may not be changed,
modified, or discharged orally, but only by an instrument in writing signed by
the parties.

     13.  GOVERNING LAW AND SEVERABILITY. This Agreement shall be governed by
the laws of the State of New York (without giving effect to choice of law
principles or rules thereof that would cause the application of the laws of any
jurisdiction other than the State of New York) and the invalidity or
unenforceability of any provisions hereof shall in no way affect the validity or
enforceability of any other provision. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective only to the extent of such prohibition or unenforceability
without invalidating or affecting the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     14.  ARBITRATION. DISPUTES REGARDING THE EMPLOYEE'S EMPLOYMENT WITH THE
CORPORATION, INCLUDING, WITHOUT LIMITATION, ANY DISPUTE UNDER THIS AGREEMENT
WHICH CANNOT BE RESOLVED BY NEGOTIATIONS BETWEEN THE CORPORATION AND THE
EMPLOYEE, BUT EXCLUDING ANY

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DISPUTES REGARDING THE EXECUTIVE'S COMPLIANCE WITH THE RESTRICTIONS OF THE
EMPLOYEE NON-DISCLOSURE AND ASSIGNMENT OF INVENTIONS AGREEMENT REFERRED TO IN
SECTION 8 OF THIS AGREEMENT, SHALL BE SUBMITTED TO, AND SOLELY DETERMINED BY,
FINAL AND BINDING ARBITRATION CONDUCTED BY JAMS/ENDISPUTE, INC.'S ARBITRATION
RULES APPLICABLE TO EMPLOYMENT DISPUTES, AND THE PARTIES AGREE TO BE BOUND BY
THE FINAL AWARD OF THE ARBITRATOR IN ANY SUCH PROCEEDING. THE ARBITRATOR SHALL
APPLY THE LAWS OF THE STATE OF NEW YORK WITH RESPECT TO THE INTERPRETATION OR
ENFORCEMENT OF ANY MATTER RELATING TO THIS AGREEMENT; IN ALL OTHER CASES THE
ARBITRATOR SHALL APPLY THE LAWS OF THE STATE SPECIFIED IN THE CORPORATION'S
ALTERNATIVE DISPUTE RESOLUTION POLICY AS IN EFFECT FROM TIME TO TIME (IF ANY).
ARBITRATION MAY BE HELD IN NEW YORK, NEW YORK, OR SUCH OTHER PLACE AS THE
PARTIES HERETO MAY MUTUALLY AGREE, AND SHALL BE CONDUCTED SOLELY BY A FORMER
JUDGE. JUDGMENT UPON THE AWARD BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION THEREOF. THE COSTS AND EXPENSES OF THE ARBITRATION MAY BE
AWARDED TO THE PREVAILING PARTY BY THE ARBITRATOR

     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first above written.

EMPLOYEE                               SOUNDVIEW TECHNOLOGY GROUP, INC.


                                       By:
--------------------------------          --------------------------------------
                                          Mark F. Loehr
                                          Chief Executive Officer

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                        SOUNDVIEW TECHNOLOGY GROUP, INC.

                    EMPLOYEE NON-DISCLOSURE, NON-COMPETITION
                     AND ASSIGNMENT OF INVENTIONS AGREEMENT

+
     In consideration and as a condition of the employment of John Hervey (the
"Employee") by SOUNDVIEW TECHNOLOGY GROUP, INC. (the "Company"), the Employee
hereby agrees with the Company as follows:

          1.   USE OF CONFIDENTIAL INFORMATION. During the course of the
Employee's employment with the Company, the Employee has and will continue to
gain access to or knowledge of, or work on the development or creation of
Confidential Information (as hereinafter defined). The Employee hereby agrees
that he will not at any time, whether during or after the termination of his
employment, reveal to any person or entity any Confidential Information of the
Company or of any third party which the Company is under an obligation to keep
confidential, except as may be required or advisable in the ordinary course of
performing his duties as an employee of the Company or as set forth herein, and
the Employee shall keep secret all Confidential Information and shall not use or
attempt to use any such information in any manner, except as may be required or
advisable in the ordinary course of performing his duties as an employee of the
Company.

          2.   DEFINITION OF CONFIDENTIAL INFORMATION. As used herein, the term
"Confidential Information" shall mean all trade secrets and confidential and
proprietary information relating to the Company, including, without limitation:
(a) supplier and customer lists, supplier and customer-specific information,
user lists, vendor lists and content provider lists; (b) planning data and
selling and marketing strategies; (c) product and process designs, formulas,
processes, plans, drawings, concepts, techniques, systems, strategies, software
programs and works of authorship; (d) manufacturing and operating methods; (e)
research and development data and materials, including those related to the
research and development of products, materials or manufacturing and other
processes; (f) financial and accounting information, financial and accounting
records, pricing information, projects, budgets, projections and forecasts; (g)
all industrial and intellectual property rights, including, without limitation,
patents, patent applications, patent rights, trademarks, trademark applications,
trade names, service marks, service mark applications, copyrights, copyright
applications, databases, algorithms, computer programs and other software,
know-how, trade secrets, proprietary processes and formulae, inventions, trade
dress, logos, design and all documentation and media constituting, describing or
relating to the above; and (h) other information with respect to the Company,
which, if divulged to the Company's competitors, would impair the Company's
ability to compete in the marketplace.

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               Confidential Information shall not include: (i) information that
at the time of disclosure is in the public domain or generally known within the
securities industry through no fault of the Employee; (ii) information received
from a third party outside of the Company that the Employee in good faith
believes was disclosed without a breach of any confidentiality obligation; or
(iii) information approved for release by written authorization of the Company.

               In the event the Employee becomes legally compelled to disclose
Confidential Information pursuant to a subpoena, summons, order or other
judicial or governmental process, including defending the Company or himself in
any regulatory matter or litigation, the Employee shall provide the Company with
prompt notice thereof so that the Company may seek a protective order or another
appropriate remedy. In the event such a protective order or other remedy is not
obtained, the Employee shall furnish only that portion of the Confidential
Information that is legally required.

          3.   RETURN OF CONFIDENTIAL INFORMATION. The Employee hereby further
agrees that during his employment he shall not take, use or permit to be used
any notes, memoranda, reports, lists, records, drawings, sketches,
specifications, software programs, data, documentation or other materials of any
nature relating to any matter within the scope of the business of the Company or
concerning any of its dealings or affairs otherwise than for the benefit of the
Company. The Employee further agrees that he shall not, after the termination of
his employment, use or permit to be used any such notes, memoranda, reports,
lists, records, drawings, sketches, specifications, software programs, data,
documentation or other materials, it being agreed that all of the foregoing
shall be and remain the sole and exclusive property of the Company and that
immediately upon the termination of his employment, the Employee shall deliver
all of the foregoing, and all copies thereof, to the Company at its main office.

          4.   ASSIGNMENT OF DEVELOPMENTS. If at any time or times during his
employment the Employee shall (either alone or with others) make, conceive,
discover or reduce to practice any invention, modification, discovery, design,
development, improvement, process, software program, work-of-authorship,
documentation, formula, data, technique, know-how, secret or intellectual
property right whatsoever or any interest therein (whether or not patentable or
registrable under copyright or similar statutes or subject to analogous
protection) (herein called "Developments") that (a) relates to the business of
the Company or any of the products or services being developed, manufactured,
sold or provided by the Company or which may be used in relation therewith, (b)
results from tasks assigned to the Employee by the Company or (c) results from
the use of premises or personal property (whether tangible or intangible) owned,
leased or contracted for by the Company, such Developments and the benefits
thereof shall immediately become the sole and absolute property of the Company
and its assigns, and the Employee shall promptly disclose to the Company (or any
persons designated by it) each such Development and hereby assigns any rights
the Employee may have or acquire in the Developments and benefits and/or rights
resulting therefrom to the Company and its assigns without further compensation
and shall communicate, without cost or delay, and without publishing the same,
all available information relating thereto (with all necessary documentation,
plans and models) to the Company.

                                        8
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               Upon disclosure of each Development to the Company, the Employee
will, during his employment and at any time thereafter, at the request and cost
of the Company, sign, execute, make and do all such deeds, documents, acts and
things as the Company and its duly authorized agents may reasonably require:

               a.     to apply for, obtain and vest in the name of the Company
                      alone (unless the Company otherwise directs) letters
                      patent, copyrights, trademarks, service marks or other
                      analogous protection in any country throughout the world
                      and when so obtained or vested to renew and restore the
                      same; and

               b.     to defend any opposition proceedings in respect of such
                      applications and any opposition proceedings or petitions
                      or applications for revocation of such letters patent,
                      copyrights, trademarks, service marks or other analogous
                      protection.

               In the event the Company is unable, after reasonable effort, to
secure the Employee's signature on any letters patent, copyrights, trademarks,
service marks or other analogous protection relating to a Development, whether
because of the Employee's physical or mental incapacity or for any other reason
whatsoever, the Employee hereby irrevocably designates and appoints the Company
and its duly authorized officers and agents as the Employee's agent and
attorney-in-fact, to act for and in his behalf and stead to execute and file any
such application or applications and to do all other lawfully permitted acts to
further the prosecution and issuance of any such letters patent, copyrights,
trademarks, service marks and other analogous protection thereon with the same
legal force and effect as if executed by the Employee.

          5.   NON-COMPETITION. While employed at the Company (the period from
the commencement of employment through the termination of employment being
herein referred to as the "Non-Competition Period"), the Employee agrees that he
will not, whether alone or as an individual proprietor, partner, officer,
director, consultant, agent, employee or stockholder of any company or other
commercial enterprise, directly or indirectly, engage in any business activity
that competes with any business conducted by the Company or any of its
subsidiaries at any time during the period of the Employee's employment with the
Company, or any business planned by the Company or any of its subsidiaries at
any time during the period of the Employee's employment with the Company nor
otherwise assist such company or other commercial enterprise in engaging in such
business activity. The Employee shall be permitted to own securities of a public
company not in excess of five percent (5%) of any class of such securities and
such ownership shall not, by itself, violate the terms of this Paragraph 5.

          6.   NON-SOLICITATION OF COMPANY EMPLOYEES. While employed at the
Company and for a period of one (1) year after termination of the Employee's
employment for any reason (whether voluntary or involuntary), the Employee will
not, directly or indirectly,

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solicit, recruit or hire any employee of the Company to work for a third party
other than the Company other than Margaret Tores-Lugo or his then secretary.

          7.   EMPLOYEE REPRESENTATIONS.

               (a)    The Employee hereby represents and warrants to the Company
that, except as specifically disclosed in writing to the Company prior to
commencing employment with the Company, the Employee is not bound by the terms
of any agreement with any previous employees or other party to refrain from
using or disclosing any trade secret or confidential or proprietary information
in the course of his employment with the Company or to refrain from competing,
directly or indirectly, with the business of such previous employer or any other
party.

               (b)    The Employee further represents and warrants to the
Company that his performance of all the terms of this Agreement and as an
employee of the Company does not and will not breach any agreement to keep in
confidence proprietary information, knowledge or data acquired by the Employee
in confidence or in trust prior to his employment with the Company, and the
Employee will not disclose to the Company or induce the Company to use any
confidential or proprietary information or material belonging to any previous
employer or others.

          8.   INJUNCTIVE RELIEF. The Employee agrees that any breach of this
Agreement by the Employee will cause irreparable damage to the Company and that
in the event of such breach the Company shall have, in addition to any and all
remedies of law, the right to an injunction, specific performance or other
equitable relief to prevent the violation of the Employee's obligations
hereunder. Nothing herein contained shall be construed as prohibiting the
Company from pursuing any other remedy available for such breach or threatened
breach. The prevailing party in any litigation arising under this Agreement
shall be entitled to recover his or its attorneys' fees and expenses in addition
to all other available remedies.

          9.   MISCELLANEOUS.

               (a)    The Employee understands that this Agreement does not
create an obligation on the Company or any other person or entity to continue
the Employee's employment or to exploit any Developments.

               (b)    Any waiver by the Company of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach of such provision or any other provision hereof.

               (c)    The Employee hereby acknowledges that the type and periods
of restriction imposed in the provisions of this Agreement are fair and
reasonable and are reasonably required for the protection of the Company's
proprietary information and the goodwill associated with the business of the
Company. The Employee hereby further acknowledges that the provisions of this
Agreement shall be enforced to the fullest extent

                                       10
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permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, the Employee agrees that if any
particular provision of this Agreement shall be adjudicated to be invalid or
unenforceable, such provision shall be deemed amended to delete therefrom the
portion thus adjudicated to be invalid or unenforceable, such deletion to apply
only with respect to the operation of such provision in the particular
jurisdiction in which such adjudication is made. In addition, if any one or more
of the provisions contained in this Agreement shall for any reason be held to be
excessively broad as to duration, geographical scope, activity or subject, it
shall be construed by limiting and reducing it, so as to be enforceable to the
extent compatible with the applicable law as it shall then appear. Any provision
of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

               (d)    The Employee's obligations under this Agreement shall
survive the termination of the Employee's employment regardless of the manner of
such termination and shall be binding upon the Employee's heirs, executors,
administrators and legal representatives.

               (e)    The term "Company" shall include Wit Capital Group, Inc.
and any of its subsidiaries and divisions. The Company shall have the right to
assign this Agreement to its successors and assigns, and all covenants and
agreements hereunder shall inure to the benefit of and be enforceable by said
successors or assigns.

               (f)    This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed wholly therein (without regard to principles of conflicts of
laws).

          IN WITNESS WHEREOF, the undersigned has executed this Employee
Non-Disclosure, Non-Competition and Assignment of Inventions Agreement as of
the ___ day of July, 2002.


                                              ----------------------
                                              Signature


                                              -----------------------
                                              Name - please print


                                              -----------------------

                                              -----------------------
                                              Address

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