SCHWAB CHARLES CORP
EXHIBIT 10.262
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exh10_262.txt
<DESCRIPTION>EXHIBIT 10.262
<TEXT>
                                                                  Exhibit 10.262





                        EQUITIES ORDER HANDLING AGREEMENT

                          dated as of October 29, 2004

                                  by and among

                               UBS Securities LLC,

                          Schwab Capital Markets L.P.,

                           Charles Schwab & Co., Inc.,

                                       and

                         The Charles Schwab Corporation













__________

Asterisk (**) Indicates information omitted pursuant to a confidential treatment
request.  A complete  version of this exhibit has been filed separately with the
Securities and Exchange Commission.

<PAGE>


                                Table of Contents

                                                                            Page

ARTICLE I. DEFINITIONS.........................................................1

         Section 1.1       Certain Definitions.................................1
         Section 1.2       Additional Definitions..............................7

ARTICLE II. ORDER FLOW.........................................................9

         Section 2.1.      Direction and Routing of Orders.....................9
         Section 2.2.      Daily Settlement and Order Tracking................10
         Section 2.3.      Automated Settlement System and Help Desk..........11
         Section 2.4.      Execution Quality..................................11
         Section 2.5.      Customer Disclosure, Segregation and
                           Responsibility.....................................12
         Section 2.6.      Order Transmission Procedures and
                           Requirements.......................................13

ARTICLE III. PAYMENTS.........................................................13

         Section 3.1.      Order Handling Costs...............................13
         Section 3.2.      Reports............................................14
         Section 3.3       Manner of Payments.................................14
         Section 3.4       Interest on Late Payments..........................14
         Section 3.5       Books of Account...................................14

ARTICLE IV. CONFIDENTIAL INFORMATION..........................................14

         Section 4.1       Confidential Information...........................14
         Section 4.2       Communications with Regulators.....................15
         Section 4.3.      Identification of Schwab Customers.................16

ARTICLE V. REPRESENTATIONS AND WARRANTIES; COVENANTS;
              LIMITATION ON LIABILITY.........................................16

         Section 5.1.      Representations and Warranties.....................16
         Section 5.2.      Limitation on Liability............................17
         Section 5.3.      Disclaimer Of Warranties...........................18
         Section 5.4.      Covenants..........................................18
         Section 5.5       Liquidated Damages.................................19
         Section 5.6       Non-Assumption Event...............................23
         Section 5.7       No Penalty; Maximum Damages........................23
         Section 5.8       Unforeseen Circumstances...........................24
         Section 5.9       CyberTrader(R) Integration.........................24

ARTICLE VI. INDEMNIFICATION...................................................25

         Section 6.1.      Company Indemnification............................25
         Section 6.2.      Schwab Indemnification.............................25

                                     - i -
<PAGE>

         Section 6.3.      Procedures Relating to Third Party Claims..........25
         Section 6.4.      Survival...........................................26
         Section 6.5.      Limitation on Recovery.............................26
         Section 6.6.      Exclusive Remedy...................................26

ARTICLE VII. SECURITY........................................................ 26

         Section 7.1.      In General.........................................26
         Section 7.2.      Security Breaches..................................26
         Section 7.3.      Storage of Customer Information....................27

ARTICLE VIII. TERM AND TERMINATION............................................27

         Section 8.1.      Term...............................................27
         Section 8.2.      Termination........................................27
         Section 8.3.      Effects of Termination on Accrued Rights...........29
         Section 8.4.      Continuation of Routing Service....................29
         Section 8.5.      Survival...........................................29

ARTICLE IX. MISCELLANEOUS.....................................................29

         Section 9.1.      Use of Names/Marks.................................29
         Section 9.2.      Entire Agreement...................................30
         Section 9.3.      Descriptive Headings; Certain Interpretations......30
         Section 9.4.      Notices............................................30
         Section 9.5.      Counterparts; Fax Signatures.......................32
         Section 9.6.      Benefits of Agreement..............................32
         Section 9.7.      Amendments and Waivers.............................32
         Section 9.8.      Assignment.........................................32
         Section 9.9       Governing Law......................................32
         Section 9.10.     Dispute Resolution.................................32
         Section 9.11      Registration and Filing of this Agreement..........33
         Section 9.12.     Force Majeure......................................33
         Section 9.13.     Waiver.............................................34
         Section 9.14.     Relationship of the Parties........................34
         Section 9.15.     Bona Fide Customers................................34

                                     - ii -

<PAGE>

                        EQUITIES ORDER HANDLING AGREEMENT

     This Equities Order Handling Agreement,  dated as of October 29, 2004 (this
"Agreement"),  by and among UBS  Securities  LLC, a Delaware  Limited  Liability
Company ("UBS"),  Schwab Capital Markets L.P., a New Jersey limited  partnership
("SCM," and together with UBS, the  "Company"),  Charles  Schwab & Co.,  Inc., a
California corporation  ("Schwab"),  The Charles Schwab Corporation,  a Delaware
corporation ("Parent") (each individually a "Party" and together the "Parties").

     Whereas,  UBS and Parent have entered into that certain Purchase Agreement,
dated as of August 31, 2004, as amended by the First Amendment thereto, dated as
of even date  herewith  (the  "Purchase  Agreement"),  by and among  Parent,  CS
Capital Markets & Co., a Delaware corporation ("GP"), Schwab Associates & Co., a
Delaware corporation ("LP"), UBS and UBS Americas Inc., a Delaware  corporation,
which  provides  for the  sale  of the  Business  (as  defined  in the  Purchase
Agreement) to the Company; and

     Whereas,  Parent,  GP,  LP and the  Company  have  agreed  in the  Purchase
Agreement,  as an  inducement  for UBS'  agreement  to enter  into the  Purchase
Agreement,  that Parent,  Schwab and the Company would enter into this Agreement
which  sets forth the terms upon  which  Schwab  and its  Affiliates  will route
Orders to the  Company  and the  Company  will  provide  to Schwab  routing  and
execution services for such Orders.

     Now,  Therefore,  in consideration of the premises and the mutual covenants
and agreements  contained  herein and in the Purchase  Agreement,  and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  and intending to be legally  bound,  the Parties  hereto agree as
follows:


                                   ARTICLE I.

                                   DEFINITIONS


     Section 1.1. Certain  Definitions.  In this Agreement,  the following words
and phrases shall have the following meanings:

          (a) "Adverse Reputational Event" shall mean, with respect to a Person,
     (i) a  conviction  of such  Person for a felony or a plea of guilty or nolo
     contendere  to a felony by such  Person,  which in either case is final and
     non-appealable,  or a disqualification or bar imposed on such Person by the
     Securities and Exchange Commission or any SRO for misconduct that prohibits
     such  Person   from   acting   generally   as  a   Broker-Dealer,   if such
     disqualification  or bar  continues for more than 90 days or (ii) a plea or
     consent to the entry of an order by the Securities and Exchange Commission,
     a court of competent  jurisdiction,  an SRO or a state securities regulator
     that includes a finding that such Person  engaged in fraud (with  scienter)
     in the execution of customer orders as a market maker or order router.

          (b)  "Affiliate" of a Person shall mean any Person that  directly,  or
     indirectly through one or more intermediaries,  controls,  or is controlled
     by, or is under common control with, such Person.

          (c)  "After-Hours  Order" shall mean an Order for execution  after the
     4 p.m.  Eastern  Time market  close or prior to the 9:30 a.m.  Eastern Time
     market open.

          (d) "Agency IOR" shall mean algorithmic logic that (i) is owned by, or
     licensed  to,  Schwab,  (ii) is  operated  by Schwab  and  (iii)  relies on
     real-time  market data to route orders for  execution on an agency basis to
     the best available market at the time of routing.

          (e)  "Block  Share  Amount"  shall  mean,  with  respect  to an Equity
     Security,  such number of shares of such Equity Security as may be mutually
     reasonably  agreed  by  Schwab  and the  Company  based  upon  trading  and
     liquidity considerations for such Equity Security.

          (f)  "Broker-Dealer"  shall  mean a Person  registered  as a broker or
     dealer under the Securities Exchange Act.

          (g) "Change of Control" shall mean an event where:

               (i)  with respect to Parent,

               (A)  any other Person (including such other Person's  Affiliates)
                    or "group" (as such term is defined  under  Section 13(d) of
                    the Securities  Exchange Act) gains  "control" (as such term
                    is  defined  of  Regulation  1-02 of  Regulation  S-X of the
                    Securities  Exchange  Act) of or  acquires  a  "controlling"
                    position  with respect to Parent (such Person or "group",  a
                    "Controlling   Person"),   whether  pursuant  to  a  merger,
                    consolidation,  reorganization,  sale of  assets or stock or
                    similar transaction or series of related transactions,

               (B)  Parent consummates a merger,  consolidation,  reorganization
                    or similar  transaction  or series of related  transactions,
                    whether direct or indirect,  with another Person,  including
                    such other Person's Affiliates (an "Acquiring  Person"),  in
                    which fifty percent (50%) or more of the voting power of the
                    outstanding  voting  securities of the combined company with
                    respect  to  the  election  of  directors   following   such
                    transaction is held by Persons who were  shareholders of the
                    Acquiring Person prior to such transaction, or

               (C)  the sale by Parent to any other  Persons(s)  (including such
                    Person's  Affiliates) (a "Purchasing Person") in one or more
                    transactions  properties  or  assets  representing  at least
                    fifty  percent  (50%)  of  (i)  Parent's   total  assets  as
                    reflected  on  its

                                     - 2 -

                    most  recent  annual  audited  financial  statement  or (ii)
                    Parent's operating income for its most recent fiscal year as
                    reflected  on its  most  recent  annual  audited  financials
                    statements; or

               (ii) with respect to Schwab,  any transaction  that would require
          the  approval  of the NASD  under  NASD Rule 1017  (without  regard to
          exceptions in such rule relating to the NYSE) (any other party to such
          a transaction, a "1017 Person").

          (h) "Confidential Information" shall mean all information disclosed in
     connection  with,  or  arising  out of a Party's  obligations  under,  this
     Agreement  including  (i) technology  and  intellectual  property,  such as
     systems,  source  code,  databases  (including  their  design),   hardware,
     software,  programs,  applications,  engine protocols,  routines,  manuals,
     displays,  designs,  descriptions,   procedures,   formulas,   discoveries,
     inventions,  specifications,  drawings,  sketches,  models, samples, codes,
     improvements,  concepts,  ideas and past,  present and future  research and
     development;   (ii)  any  unpublished   information   concerning   research
     activities  and  plans,  marketing  or  sales  plans,  pricing  or  pricing
     strategies,   operational  techniques,  strategic  plans,  and  unpublished
     financial information,  including information concerning revenues,  profits
     and  profit  margins;   (iii)  this  Agreement  including  its  terms;  and
     (iv) Customer Information.

          (i) "Covered Order" shall mean any Order other than an Excluded Order.

          (j) "Customer Information" shall mean (i) all information disclosed by
     or to the Company,  on the one hand, to or by Schwab, on the other hand, in
     connection with this Agreement,  which is identifiable to Schwab  Customers
     or the  Company's  customer(s),  including  account  numbers,  or (ii)  any
     information  collected  by the  Company or Schwab  through  the routing and
     order handling  services  described  herein,  which identifies  customer(s)
     individually  or in the  aggregate,  including any data  regarding  Covered
     Orders, individually or in the aggregate.

          (k) "Direct  Execution Order" shall mean any of the following  Covered
     Orders:   (i)  a  Directed  Order,   (ii)  a  Covered  Order  with  special
     instructions  as a  result  of  which  the  Company  is  not  permitted  to
     participate  on a principal  basis  (including an agency "not held" Order),
     (iii) a VWAP Order or (iv) any  other category of Covered Order that Schwab
     and the Company  mutually  agree  should be treated as a "Direct  Execution
     Order".

          (l) (**)

          (m)  "Directed  Order"  shall  mean a Covered  Order  where the Schwab
     Customer  or   Registered   Representative   placing  such  Covered   Order
     specifically instructs (through electronic, telephonic or other means) that
     such Covered Order be routed to a particular  venue for execution (e.g., an
     Exchange, Nasdaq or a Broker-Dealer) or be routed pursuant to Agency IOR.

          (n)  "Discretionary  Paid Order" shall mean an Excluded  Order that is
     routed to the Company for execution, other than a SI Prime Brokerage Order.

                                     - 3 -

          (o) "DNC Order" shall mean a Directed Order that is executed away from
     the Company,  to the extent such Order is not a Directed  Order as a result
     of a breach of Section  5.4(c) by Parent or the Company (in which case such
     Order shall be a "Directed Order" but not a "DNC Order").

          (p) "DTCC" shall mean the Depository Trust and Clearing Corporation, a
     Delaware corporation,  and its Subsidiaries,  including National Securities
     Clearing Corporation.

          (q) (**)

          (r) "Equity Security" shall mean any of the types of equity securities
     for which SCM offers  electronic  order routing  services as of the date of
     the Purchase  Agreement and any other type of security  mutually  agreed by
     the Company or Schwab pursuant to Section 2.1(c).

          (s) "Exchange" shall mean any national  securities exchange registered
     under Section 6 of the Securities Exchange Act.

          (t) "Excluded Order" shall mean:  (i) any SI Prime Brokerage Order; or
     (ii) an Order placed by, for, or on behalf of (w) any "investment  company"
     that is registered  under the  Investment  Company Act of 1940, as amended,
     that is advised or managed by Schwab or any of its Affiliates, (x) accounts
     of  CyberTrader, Inc. ("CyberTrader(R)")  (including an Order for execution
     placed  on  the  CyberTrader   platform  to  the  extent  CyberTrader(R) is
     consolidated into Schwab and operated as a separately identifiable business
     unit or division of Schwab using the  CyberTrader(R) platform) (y) an Order
     for a Schwab Customer serviced by the SI Business using the  CyberTrader(R)
     platform or (z) US Trust  Corporation and its Subsidiaries  that in each of
     (i) and (ii), is consistent with the types of Orders placed by such Persons
     as of the date of the Purchase Agreement.

          (u) "Execution  Quality  Service Levels" shall mean the service levels
     set forth on Schedule A (which is attached hereto and  incorporated  herein
     by reference),  as may be amended by the Parties in accordance with Section
     2.4(a)(ii).

          (v) "Governmental Entity" shall mean any court,  administrative agency
     or commission or other governmental,  prosecutorial or regulatory authority
     or instrumentality or SRO.

          (w) "Insolvency Event" shall mean any of the following: (i) a court or
     Governmental  Entity  having  jurisdiction  shall have  entered a decree or
     order for  relief in respect  of a Party in an  involuntary  case under any
     applicable bankruptcy,  insolvency or other similar law now or hereafter in
     effect, or shall have appointed a receiver, liquidator, trustee (or similar
     official) for a Party or for any substantial  part of its or their property
     or ordered the winding up or  liquidation  of its  affairs,  or  (ii) there
     shall have been  commenced  against a Party an  involuntary  case under any
     applicable bankruptcy,  insolvency or other similar law now or hereafter in
     effect,  or any case,  proceeding or other action for the  appointment of a
     receiver,  liquidator, trustee (or similar official) for a Party or for any
     substantial  part  of its  or  their  property  or for  the  winding  up or
     liquidation of its or their  affairs,  and such  involuntary  case or

                                     - 4 -

     other case,  proceeding  or  other  action  shall  remain   undismissed  or
     undischarged for a period of sixty (60) consecutive calendar days of filing
     or (iii) a Party shall have commenced a voluntary case under any applicable
     bankruptcy,  insolvency or other similar law now or hereafter in effect, or
     consented to the entry of an order for relief in an involuntary  case under
     any such law, or consented to the  appointment  or taking  possession  by a
     receiver,  liquidator, trustee (or similar official) for a Party or for any
     substantial  part of its or their  property or make any general  assignment
     for the benefit of creditors.

          (x)  "Legal  Proceeding"  shall  mean any  action,  suit,  litigation,
     arbitration,  proceeding  (including any civil,  criminal,  administrative,
     investigative   or  appellate   proceeding),   hearing,   inquiry,   audit,
     examination or investigation commenced,  brought,  conducted or heard by or
     before, or otherwise  involving,  any court or other Governmental Entity or
     any arbitrator or arbitration panel.

          (y) "Legal  Requirements"  shall mean any present or future  national,
     state,  local or similar laws (whether under statute,  rule,  regulation or
     otherwise);  requirements of regulatory agencies (including any requirement
     imposed by the  Securities and Exchange  Commission or any  self-regulatory
     organization  of which a Party is a  member);  federal  and state  privacy,
     confidentiality, consumer protection, advertising, electronic mail and data
     security laws and regulations,  whether in effect now or in the future; and
     requirements under permits, orders, decrees or directives that are binding.

          (z) "Locked or Crossed Orders" shall mean any Premium  Execution Order
     executed  by the  Company  at a time  when the  national  best bid for such
     security is equal to or greater than the national best offer.

          (aa) "Nasdaq" shall mean The Nasdaq Stock Market, Inc.

          (bb)  "Non-Nasdaq  OTC Security" shall mean an Equity Security that is
     (i) quoted and settled in U.S. dollars,  (ii) not listed on an Exchange and
     (iii) not quoted on Nasdaq.

          (cc) "NYSE" shall mean the New York Stock Exchange, Inc.

          (dd) "Operations and Technology Service Levels" shall mean the service
     levels set forth on Schedule B  (which is attached hereto and  incorporated
     herein by reference),  as may be amended by the Parties in accordance  with
     Section 2.4(b)(ii).

          (ee) "Order" shall mean an  instruction  to buy or sell  (including to
     sell short) Equity  Securities  listed on an Exchange,  quoted on Nasdaq or
     that are  non-Nasdaq  OTC  Securities  that is  placed  with  Schwab  or an
     Affiliate of Schwab by, for or on behalf of a Schwab Customer.

          (ff) "Paid Order" shall mean an Order that (i) is not a Directed Order
     and is  (w) executed  in a  single-price  auction at the market open or the
     market close (x) executed by the Company in stocks listed on an Exchange or
     quoted on Nasdaq on behalf of CyberTrader(R),(y) an After-Hours Order or(z)
     a Locked or Crossed Order,  provided,  however, that "Paid Orders" that are
     Locked or Crossed Orders shall include only that number of shares of

                                     - 5 -

     Locked or Crossed  Orders in any calendar month that exceeds (1) the Locked
     or Crossed  Percentage  multiplied  by (2) the  aggregate  number of shares
     represented  by all Premium  Execution  Orders during such calendar  month,
     (ii) (**) or (iii) such other types of Orders as may be reasonably mutually
     agreed by the Company and Schwab with regard to whether the Company  incurs
     fees in executing such Orders and whether there is an  opportunity  for the
     Company to execute such Order as principal.

          (gg) "Person"  shall mean any  individual,  corporation,  partnership,
     limited liability company, association,  joint venture, trust, Governmental
     Entity or other entity or organization.

          (hh)  "Premium  Execution  Order" shall mean any Covered Order that is
     not a Direct Execution Order.

          (ii)   "Registered    Representative"    shall   mean   a   registered
     representative of a Broker-Dealer.

          (jj) "Schwab Customer" shall mean a customer or client of Schwab or an
     Affiliate  of  Schwab,  including  any  investment  advisor  with  accounts
     custodied at Schwab.

          (kk) "Securities  Exchange Act" shall mean the Securities Exchange Act
     of 1934,  including the rules and regulations  thereunder,  as amended from
     time to time.

          (ll)  "Service  Level  Agreements"  shall mean the  Execution  Quality
     Service Levels and the Operations and Technology Service Levels.

          (mm) "SI  Business"  shall mean the  provision of  execution,  custody
     and/or related services for accounts of independent investment advisers and
     accounts  that such  advisors  manage on  behalf  of their  individual  and
     institutional clients,  including Schwab's Services to Investment Manager's
     business, to the extent conducted in a manner consistent with the manner in
     which such business in conducted as of the date of the Purchase Agreement.

          (nn) "SI Prime  Brokerage  Order"  shall  mean  Orders  from  advisors
     serviced by the SI  Business (e.g.,  a step-out order),  which are executed
     through brokers other than Schwab on a prime brokerage basis, to the extent
     conducted in a manner  consistent with the manner in which such business in
     conducted as of the date of the Purchase Agreement.

          (oo)  "SRO"  shall  mean  any  domestic   securities,   Broker-Dealer,
     investment advisor or insurance industry self-regulatory organization.

          (pp)  "Subsidiary"  shall mean any Person (a) of which another  Person
     (i)  owns,  directly  or  indirectly,  fifty  percent  (50%) or more of the
     outstanding  voting  securities  or equity  interests  or (ii) is a general
     partner or managing member or (b) securities or other  ownership  interests
     of which  having by their  terms the power to elect a majority of the board
     of directors of such Person or other persons  performing  similar functions
     are owned or controlled, directly or indirectly, by another Person.

                                     - 6 -

          (qq) (**)

          (rr) "VWAP Order" shall mean an Order whose price is determined  based
     on the  actual  executed  price  with a target  price  equal to the  volume
     weighted average price for an Equity Security over a certain trading day.

     Section 1.2.  Additional  Definitions.  In addition,  the following defined
terms have the meaning set forth in the indicated Section:

                    Term                                      Location
           Acquiring Person                             Section 1.1(g)(i)(B)
           Acquisition                                    Section 5.5(c)(i)
           Acquisition Percentage                      Section 5.5(c)(vi)(A)
           Acquisition Recapture Amount                Section 5.5(c)(vi)(B)
           (**)                                                 (**)
           Agreement                                          Preamble
           Breaching Party                                 Section 8.2(c)
           Change of Service Level Notice                  Schedule A.VI.
           Company                                            Preamble
           Company Execution Channel                    Section 5.4(c)(i)(B)
           Company Indemnified Parties                      Section 6.2
           Controlling Person                           Section 1.1(g)(i)(A)
           CPR                                             Section 9.10(b)
           Cumulative Net Subject Volume               Section 5.5(c)(vi)(C)
           Cure Period                                     Section 8.2(a)
           CyberTrader(R)                                  Section 1.1(t)
           Daily Settlement                                Section 2.2(a)
           (**)                                                 (**)
           Disclosing Party                                Section 4.1(a)
           Disposition                                    Section 5.5(c)(i)
           Disposition Liquidated Damages Payment      Section 5.5(c)(iii)(C)
           Dispute Committee                               Section 9.10(a)
           Disputes                                        Section 9.10(a)
           (**)                                                 (**)
           DSO                                             Section 2.3(c)
           End Date                                         Section 8.4
           Execution Quality Committee                  Section 2.4(a)(iii)
           (**)                                                 (**)
           (**)                                                 (**)
           Force Majeure                                    Section 9.12
           GP                                                 Recitals
           Indemnification Notice                            Section 6.3
           Indemnified Parties                               Section 6.2
           Indemnifying Party                                Section 6.3
           Initial Liquidated Damages                       Section 5.5(a)
           Initial Liquidated Damages Period                Section 5.5(a)
           Initial Term                                      Section 8.1

                                     - 7 -

                    Term                                      Location
           Liquidated Damages Benchmark                     Section 5.5(a)
           Locked or Crossed Percentage                      Schedule E-3
           Losses                                             Section 6.1
           LP                                                 Recitals
           Material Industry Shift                          Section 5.8(a)
           Material Legal Shift                             Section 5.8(a)
           Net Disposition Percentage                  Section 5.5(c)(vi)(D)
           Non-Assumption Event                             Section 5.6
           (**)                                                (**)
           Other Parties                                    Section 9.12
           Parent                                            Preamble
           Parties                                           Preamble
           Party                                             Preamble
           Payment Event                                   Section 5.8(b)
           Purchase Agreement                                Recitals
           Purchasing Person                            Section 1.1(g)(i)(C)
           Receiving Party                                 Section 4.1(a)
           Renewal Term                                     Section 8.1
           Schwab                                            Preamble
           Schwab Cure Period                             Section 8.2(b)
           Schwab Indemnified Parties                       Section 6.1
           SCM                                               Preamble
           SCM Order Detail                             Section 5.1(b)(i)
           (**)                                                (**)
           Security Breach                                  Section 7.2
           Subject Volume                               Section 5.5(c)(i)
           Subsequent Liquidated Damages                  Section 5.5(b)
           Subsequent Liquidated Damages Period           Section 5.5(b)
           1017 Person                                  Section 1.1(g)(ii)
           Term                                             Section 8.1
           Terminating Party                              Section 8.2(c)
           Termination Date                                Schedule A.VI
           (**)                                                (**)
           Third Party Claim                               Section 6.3
           Trade Dispute                                  Section 2.3(c)
           UBS                                               Preamble
           Unamortized Liquidated Damages Amount      Section 5.5(c)(vi)(E)

                                     - 8 -

                                   ARTICLE II.

                                   ORDER FLOW


     Section 2.1. Direction and Routing of Orders.  Parent and Schwab shall, and
shall cause their  Affiliates  to,  route all Covered  Orders to the Company for
order handling as follows:

               (a)  Premium Execution Orders.

                    (i) The Company shall provide  order  handling  services for
               each Premium Execution Order routed to the Company as follows:

                         (1) For a Premium Execution Order of an Equity Security
                    that is traded on an Exchange or on Nasdaq and for which the
                    Order size does not exceed the Block  Share  Amount for such
                    Equity  Security,  such  Premium  Execution  Order  shall be
                    executed   by  the  Company   pursuant   to  a   proprietary
                    intelligent   routing  and  trading   technology  that  uses
                    available   real-time  market  data  to  identify  the  best
                    available  price in the  national  market and  execute  such
                    Order as principal or agent in each case in accordance  with
                    Section 2.4(a) (Execution Quality Service Levels),  it being
                    understood  that  the  Company  may  execute  such  Order as
                    principal or agent; and

                         (2) For all other Premium  Execution Orders  (including
                    Orders  for  Equity   Securities  that  are  Non-Nasdaq  OTC
                    Securities or for which the Order size equals or exceeds the
                    Block  Share  Amount for such Equity  Security)  the Company
                    shall have the right, but not the obligation,  to route such
                    Order  pursuant  to a  proprietary  intelligent  routing and
                    trading technology that uses available real-time market data
                    to identify the best available  price in the national market
                    and execute such Order as principal or agent, in any case in
                    accordance  with  Section  2.4  (Execution  Quality  Service
                    Levels),  it being understood that the Company shall, in its
                    sole discretion,  determine  whether to execute such Premium
                    Execution Orders either as principal or by routing the Order
                    to another market center as riskless principal or agent.

                    (ii) All Premium  Execution  Orders shall be executed by the
               Company  on a  principal,  riskless  principal  or  agency  basis
               without commission or commission equivalent.

               (b)  Direct Execution Orders.

                    (i) The Company shall, in its sole discretion,  determine to
               execute Direct  Execution Orders either as principal or by acting
               as riskless  principal  or agent,  including,  where  applicable,
               determining  the  market  center  for  execution  of such  Direct
               Execution  Orders,  in any case in accordance with Section 2.4(a)
               (Execution  Quality Service Levels);  provided,  however,  if any
               such  Direct  Execution  Order is a Directed  Order,  the Company
               shall  execute  such  Directed  Order at the venue for  execution
               specified by such Directed Order.

                                     - 9 -

                    (ii) Subject to Section  3.1(c),  all such Direct  Execution
               Orders shall be executed by the Company on a principal,  riskless
               principal  or  agency  basis  without  commission  or  commission
               equivalent.

               (c) Orders and Securities  Types. The Company shall provide order
          handling  services  for those  types of  Covered  Orders  and types of
          securities  that are  handled  by SCM as of the  date of the  Purchase
          Agreement  and for such other types of orders and types of  securities
          as the  Parties  may  mutually  agree  from  time to  time,  it  being
          acknowledged  that the Company  shall not be required to provide order
          handling  services  for any other types of Covered  orders or types of
          securities except as expressly set forth in this sentence.

               (d)   Back-Up   Connectivity.   Schwab   may   maintain   back-up
          connectivity for trading of Equity  Securities to an Exchange,  Nasdaq
          or  another  Broker-Dealer  for  contingency  purposes,  in which case
          Schwab shall be permitted to route to such  Exchange,  Nasdaq or other
          Broker-Dealer  the  minimum  number of Orders  for  Equity  Securities
          needed to maintain such  connectivity  (**). The composition of Equity
          Securities  for  such  back-up  routing  shall  be  a  neutral  sample
          representative of the broad cross section of all Equity Securities.

               (e) The  Company  covenants  and agrees to provide to Schwab such
          information  as it requires  to prepare  and  publish its  disclosures
          required by Rule 11Ac1-6 of the  Securities  Exchange Act with respect
          to the routing of Covered Orders to the Company,  it being  understood
          that the Company does not, as of the date of this Agreement, have full
          system capability to execute  securities trades in an agency capacity.
          Further,  the  Company  and Schwab  shall  cooperate  to design  their
          respective Order routing and reporting  processes such that the venues
          where Covered Orders (or portions thereof) are ultimately executed can
          be identified and reported on Schwab's required  disclosures  pursuant
          to Rule 11Ac1-6 of the Securities  Exchange Act consistent  with Legal
          Requirements.

               (f) The Company shall maintain a  good-till-cancelled  Order book
          for open Orders that remain in effect until executed or cancelled.

               (g) This  Section  2.1 shall not be deemed to  require  Schwab to
          route any DNC Order to the Company.

               (h) The Company may agree to provide  routing  services to Schwab
          for, and Schwab may agree to route to the Company,  any  Discretionary
          Paid Order or type of Discretionary  Paid Order,  upon mutually agreed
          fees.

     Section 2.2. Daily Settlement and Order Tracking.

               (a) On an end of trading  day basis,  in  connection  with orders
          executed  by the  Company as  principal  or  riskless  principal,  the
          Company  agrees to submit to DTCC for  clearance a QSR file locking in
          trades on a net aggregated basis (the "Daily Settlement").

               (b) In connection with Covered Orders routed by the Company to an
          Exchange  of which  Schwab  is not a  member,  the  Company  agrees to
          execute and submit for clearance all such orders in its own name,  and
          subsequently submit to DTCC a file substituting Schwab for the Company
          for clearance (i.e., "flipping the positions") on an end of day basis.

                                     - 10 -

               (c)  Each  Party  shall  pay any  fees  charged  to it by DTCC in
          connection with the Daily Settlement or "flip."

     Section 2.3. Automated Settlement System and Help Desk.

               (a) Each of the  Company and Schwab  shall  develop its own Order
          and execution  tracking system for automated  reconciliation of Orders
          and executions  thereof and shall cooperate to ensure such systems are
          interoperable for purposes of effecting Daily Settlement.  Such system
          shall  allow  each of the  Company  and  Schwab  to  effect  the Daily
          Settlement through electronic  reconciliation of Orders and executions
          thereof.

               (b) The Company  shall  maintain  and staff a help desk to assist
          Schwab with  resolving  any problems or concerns  related to Orders or
          Daily  Settlement  to the  extent  specified  in the  Operational  and
          Technical Service Levels.

               (c) The Company and Schwab shall each designate in writing to the
          other one or more  officers  who have  responsibility  to  settle  any
          disputes  relating  to the  Daily  Settlement  and  the  placement  or
          execution  of  Orders  (each,  a "DSO").  In the event of any  dispute
          relating  to  the  placement  or  execution  of  an  Order  (a  "Trade
          Dispute"),  the Company  shall cause a Company  DSO,  and Schwab shall
          cause a Schwab  DSO,  to use their  respective  good faith  efforts to
          resolve a Trade Dispute. A Company DSO and a Schwab DSO may agree to a
          resolution  of such Trade  Dispute that will be binding on the Company
          and Schwab.  The Company or Schwab may,  respectively,  at any time or
          from time to time,  remove,  replace or appoint an  additional  DSO to
          represent it by written notice to the other,  provided,  however, that
          any  resolution  of a Trade  Dispute made by either a Company DSO or a
          Schwab DSO prior to his or her removal or replacement shall be binding
          on the Company or Schwab, respectively,  regardless of such removal or
          replacement.

     Section 2.4. Execution Quality.

               (a) Execution Quality Service Levels.

                    (i) The Company shall use  reasonable  diligence to identify
               the best  available  market for Orders to fulfill  the  Execution
               Quality Service Levels set forth in Schedule A as may be modified
               pursuant to Section 2.4(a)(ii).

                    (ii) The Company and Schwab may mutually agree in writing on
               changes  to  the  Execution  Quality  Service  Levels;  provided,
               however, that any such agreement shall, if applicable, include an
               allocation  of the  direct  or  indirect  costs  of such  revised
               Execution  Quality Service Levels between the Company and Schwab,
               it being  understood  that where such  changes are  required  for
               competitive  reasons,  negotiations will be conducted with a view
               to Schwab  bearing the  majority  of such  costs,  and where such
               changes  are  required  due  to  changes  in  Legal  Requirements
               (including  as a  consequence  of changes in industry  practice),
               negotiations will be conducted with a view to the Company bearing
               the majority of such costs.

                    (iii) In addition to the execution quality and order routing
               review  processes  maintained  by each of Schwab and the Company,
               the Company and Schwab shall establish an advisory committee (the
               "Execution Quality  Committee") to provide a forum

                                     - 11 -

               for  discussion  regarding  routing and  execution  practices and
               resolution  of  disputes  with  respect to Covered  Orders and to
               discuss such matters relating to this Agreement as they from time
               to time agree.  The Execution  Quality  Committee  shall meet (in
               person or telephonically) on a not less than quarterly basis at a
               time and place  mutually  agreed to by the  Company  and  Schwab.
               Initially the Execution  Quality  Committee shall be comprised of
               three  (3)   representatives   of  the   Company  and  three  (3)
               representatives  of  Schwab,  which   representatives   shall  be
               employees  or  officers of the such  Parties or of such  Parties'
               Affiliates  and may be replaced  from time to time by each of the
               respective  Parties by giving  notice to the other  Party.  In no
               event will the Execution Quality Committee have the power to bind
               any Party  (including  the power to amend or otherwise  alter the
               terms of this Agreement).

                    (iv) Schwab shall assess routing and execution in accordance
               with the methodology set forth in Schedule A in conformance  with
               its duty of best execution.

               (b) Operations and Technology Service Levels.

                    (i) The Company and Schwab  shall each use their  respective
               commercially  reasonable  efforts to fulfill the  Operations  and
               Technology Service Levels set forth in Schedule B.

                    (ii) Either  Schwab or the  Company  may propose  reasonable
               changes to the Operations and Technology  Service Levels, and the
               other Party shall  consider  such  proposals  in good faith.  Any
               amendment to the Operations and Technology Service Levels must be
               mutually  agreed in writing by Schwab and the  Company  provided,
               however,  that neither the Company nor Schwab shall  unreasonably
               withhold agreement to any change reasonably proposed by the other
               if such proposed change does not impose a greater than de minimis
               direct  or  indirect  cost   (including   opportunity   cost)  or
               administrative  or other  burden on the other  Party's  or any of
               such other Party's Affiliates.

     Section 2.5. Customer Disclosure, Segregation and Responsibility.

               (a) The Parties  shall not publish or make any  communication  or
          take any other action that would  reasonably lead a Schwab Customer to
          conclude that such Schwab Customer is a customer of the Company or any
          of its Affiliates.

               (b)  As  between  Schwab  and  the  Company,  when  Schwab  or an
          Affiliate routes an Order to the Company,

                    (i) the Order  shall be  originated  by, and for the account
               of, a Schwab Customer or other account holder of Schwab;

                    (ii) for  purposes  of all  Legal  Requirements  (except  as
               otherwise  expressly  provided  therein),  the accounts for which
               Orders are  transmitted are "customers" of Schwab or an Affiliate
               thereof and not of the Company; and

                    (iii) Schwab shall be solely responsible for all obligations
               relating  to the opening and  maintenance  of customer  accounts,
               including  compliance  with "know your  customer" and  anti-money
               laundering requirements.

                                     - 12 -

     Section 2.6. Order Transmission Procedures and Requirements.

               (a) Schwab shall  transmit  Orders to the Company using  existing
          data formats,  transmission protocols and methods, except as otherwise
          mutually agreed in writing by Schwab and the Company.

               (b) Schwab shall be solely responsible for all acts and omissions
          of persons transmitting Orders on its behalf and shall be bound by the
          terms of all Orders transmitted to the Company.

               (c) Schwab  acknowledges that it is its  responsibility to ensure
          that any Order  transmitted  to the  Company  complies  with all Legal
          Requirements (including short sale rules under the Securities Exchange
          Act  and   applicable   self   regulatory   rules)  and   policies  or
          interpretations  thereof.  Schwab  shall be  responsible  for properly
          designating  any short sale as "short" and for obtaining a "locate" or
          affirmative   determination   of  securities  for  delivery  prior  to
          transmitting any Order.

               (d) Except to the extent expressly provided for by the Transition
          Services  Agreement  (as defined in the  Purchase  Agreement),  Schwab
          shall  be  solely  responsible  for  the  cost of  hardware,  software
          communications  equipment and communications lines, including any data
          lines or internet  access  necessary to maintain  connectivity  to the
          Company's  systems for receipt of Orders.  The Company shall be solely
          responsible  for  the  cost  of  hardware,  software,   communications
          equipment  and  communications  lines,  including  any  data  lines or
          internet access  necessary to operate the Order routing and executions
          system for Orders received by the Company and to maintain connectivity
          to Exchanges and other market centers.


                                  ARTICLE III.

                                    PAYMENTS


     Section 3.1. Order Handling Costs.

               (a)  Premium  Execution  Orders.  Other than with  respect to any
          Premium  Execution  Order  that is a Paid  Order,  the  Company  shall
          execute all Premium Execution Orders without  commission or commission
          equivalent,  regardless  of whether the Company  executes such Premium
          Execution Orders as principal, riskless principal or agent.

               (b)  Schwab  shall  reimburse  the  Company  for fees  related to
          execution  of Paid  Orders as set forth on Schedule C, as the same may
          be amended by the Company and Schwab from time to time.

               (c) Payment for Direct Execution Orders. (**)

               (d)  Reporting.  Subject to Article IV, the Company shall provide
          to Schwab, on the one hand, or Schwab shall provide to the Company, on
          the other hand,  such data as Schwab or the  Company,  as the case may
          be,  reasonably  requests to confirm the calculations

                                     - 13 -

          with respect to Premium Execution Orders, Direct Execution Orders, DNC
          Orders and Paid Orders pursuant to the provisions of this Agreement.

     Section 3.2.  Reports.  The Company shall use its  commercially  reasonable
efforts to provide to Schwab such  reports,  data or data access as set forth in
the Service Level Agreements.

     Section  3.3.  Manner of  Payments.  Each  of Schwab and the Company  shall
invoice the other for any amount due within  thirty  (30) days of each  calendar
month's  end;  provided,  however,  that the failure of Schwab or the Company to
invoice the other in a timely  manner  shall not relieve the  invoiced  Party of
liability  for payment  except to the extent the  invoiced  Party is  materially
prejudiced by such delay. All sums due to any Party under this Article III shall
be paid on or prior to the tenth day  following  delivery of an invoice for such
amounts to the other, and shall be paid in U.S. Dollars by bank wire transfer in
immediately  available  funds  to  such  bank  account(s)  as such  Party  shall
designate from time to time by giving notice to the other Party.

     Section 3.4. Interest on Late  Payments.  If any Party shall fail to make a
timely  payment  pursuant to this  Article  III,  such late  payment  shall bear
interest,  to the greatest extent permitted by applicable law, at the prime rate
(as published in the New York edition of the Wall Street Journal or a comparable
publication  if not reported in the New York edition of the Wall Street  Journal
for the date the payment was due), effective for the first date on which payment
was delinquent and calculated on the number of days such payment is overdue.

     Section  3.5.  Books of  Account.  Each  of the  Company  and Schwab  shall
maintain true and complete books of account containing an accurate record of all
data  necessary  for reports due  hereunder  and for the proper  computation  of
payments due from it or charges made by it under this Agreement.


                                  ARTICLE IV.

                            CONFIDENTIAL INFORMATION


     Section 4.1. Confidential Information.

               (a)  In  furtherance  of  this  Agreement,  Schwab  may  disclose
          Confidential  Information,  including  Customer  Information,  to  the
          Company, and the Company and its Affiliates may disclose  Confidential
          Information  to  Schwab.   Confidential  Information  will  be  deemed
          confidential  and proprietary to the Party disclosing the Confidential
          Information  (the  "Disclosing  Party"),  regardless  of whether  such
          information was disclosed  intentionally or  unintentionally or marked
          as   "confidential"  or   "proprietary."   Confidential   Information,
          including  permitted  copies,  shall  be  deemed  to be the  exclusive
          property of the Disclosing Party. The Disclosing Party's disclosure of
          Confidential  Information  will not  constitute  an express or implied
          grant  to  the  Party  receiving  the  Confidential  Information  (the
          "Receiving  Party") of any

                                     - 14 -

          rights   to  or  under  the   Disclosing   Party's   patents,   patent
          applications,   copyrights,   trade   secrets,   trademarks  or  other
          intellectual property rights.

               (b) The  Receiving  Party  covenants  that it  shall  not use the
          Confidential  Information,  including  Customer  Information,  for any
          purpose other than in performance of this Agreement or with respect to
          the Company's  operations and shall not disclose the same to any other
          Person  other  than  to  such of its  Affiliates,  employees,  agents,
          advisers, representatives,  consultants and counsel who have a need to
          know such  Confidential  Information  as it relates to the  purpose or
          subject matter of this Agreement. Each Party shall bear responsibility
          for a breach of confidentiality  obligations contained in this Article
          IV  by  its  Affiliates,   employees,   agents,   representatives   or
          consultants. The Receiving Party shall be entitled to retain copies of
          Confidential  Information  to  the  extent  required  to  comply  with
          applicable  Legal  Requirements  or to the extent  consistent with the
          Receiving  Party's standard internal record retention  policies.  Upon
          termination of this  Agreement,  or earlier if so requested in writing
          by the  Disclosing  Company,  except  as  permitted  in  the  previous
          sentence,  and except with respect to email, the Receiving Party shall
          return or destroy  all  Confidential  Information  and any  documents,
          paper,  tapes or other  media or  material  which may contain (or such
          portions of the foregoing containing)  Confidential Information in its
          possession.

               (c) Confidential Information shall not include any information or
          material,  or  any  element  thereof,  to the  extent  that  any  such
          information or material, or any element thereof:

                    (i) is in  the  public  domain  at the  time  of  disclosure
               hereunder or  subsequently  comes within the public  domain other
               than in violation of this Agreement or any other  confidentiality
               obligation that the party is aware of;

                    (ii) has been or is  hereafter  rightfully  obtained  by the
               Receiving  Party  from a  third  Person  without  restriction  on
               disclosure and without a breach of duty of confidentiality to the
               Disclosing Party;

                    (iii)  has been  independently  developed  by the  Receiving
               Party  without  using  the   Confidential   Information   of  the
               Disclosing Party; or

                    (iv) is required to be disclosed in connection  with a Legal
               Proceeding or pursuant to applicable Legal Requirements, provided
               that the  Receiving  Party  shall  provide  prior  notice of such
               disclosure to the extent practicable.

     Section 4.2.  Communications  with  Regulators.  Any Party may disclose the
existence  or terms of this  Agreement  and the  identity  of the other  Parties
thereto to the Securities  and Exchange  Commission and any SRO of which it is a
member,  to which it has  applied  for  membership  or to which it is  otherwise
subject  to  jurisdiction,   provided  that  such  Party  shall  have  used  its
commercially  reasonable  efforts to seek, to the greatest extent possible,  any
confidential treatment that may be available.

                                     - 15 -

     Section 4.3. Identification of Schwab Customers.

               (a) Unless the  Company  consents in  writing,  Schwab  shall not
          provide  the  Company  with any  information  that  would  reveal  the
          identity  of the  underlying  Schwab  Customer  except  to the  extent
          required  to  resolve a Trade  Dispute or in  connection  with a Legal
          Proceeding;  provided,  however,  that Schwab  shall  provide for each
          Order (i) a unique  descriptor  code (that may be a coded or scrambled
          account number)  allowing  recognition of the Schwab Customer  placing
          such Order in a manner that does not reveal any  information  relating
          to the identity of such Schwab Customer and (ii) a category descriptor
          that allows the Company to determine what class of account and account
          range is assigned to such Schwab Customer;  provided,  however, to the
          extent that Schwab does not, as of the date of the Purchase Agreement,
          provide the information specified in clause (ii) to SCM, Schwab shall,
          to the extent reasonably practicable,  use its commercially reasonable
          efforts to provide  such  information  specified in clause (ii) to the
          Company following the date hereof.

               (b) If the Company  receives any Customer  Information of Schwab,
          or Schwab receives any Customer  Information of the Company,  it shall
          not use such Customer  Information  to target or solicit  customers of
          the other (including  investment  advisors with accounts  custodied at
          Schwab), as such, on behalf of itself or any third party.  Neither the
          Company,  on the one hand, nor Schwab,  on the other hand, shall sell,
          distribute, share, rent or otherwise transfer any Customer Information
          of the other except for  distribution,  sharing or transferring to its
          Affiliates, employees, agents, advisers, representatives,  consultants
          or counsel  thereof who have a need to know such Customer  Information
          as it relates to the  purpose  or  subject  matter of this  Agreement.
          Nothing  contained  herein shall preclude either the Company or Schwab
          or any of their respective  Affiliates from providing  services to any
          Person  who  independently  contacts  the  Company or Schwab or any of
          their respective Affiliates,  as the case may be, or who is responding
          to a general  solicitation not targeted at any specific Person, or who
          is  contacted  by the  Company  or Schwab  or any of their  respective
          Affiliates based on information  independently  derived by such Person
          and/or its Affiliates without the use of any Customer Information.


                                   ARTICLE V.

       REPRESENTATIONS AND WARRANTIES; COVENANTS; LIMITATION ON LIABILITY


     Section 5.1. Representations and Warranties.

               (a) Each Party  acknowledges  that the Parties  have entered into
          this  Agreement in reliance upon the  representations  and  warranties
          made in the Purchase Agreement.

               (b) Parent and Schwab jointly and severally represent and warrant
          as follows:

                                     - 16 -

                    (i) Schedule H sets forth a true and complete description of
               Orders  routed by SCM for the eight  months ended August 31, 2004
               specifying,  for each such  month,  (i) the numbers of shares and
               executed orders of Equity Securities handled by SCM in respect of
               (x)  Orders  for  Equity   Securities   routed  from  Schwab  and
               Affiliates  of Schwab  (other  than  CyberTrader(R)),  on the one
               hand,  and  nonaffiliates  of Schwab and  CyberTrader(R),  on the
               other hand),  and (ii) for each such Order source  category,  the
               number of shares  handled  in  respect  of (v)  Direct  Execution
               Orders,  (w) Premium Execution Orders, (x) DNC Orders, (y) Orders
               that  meet the  criteria  set  forth in the  definition  of "Paid
               Orders"  herein and (z) Locked or Crossed  Orders (the "SCM Order
               Detail").  The SCM Order  Detail  does not include or reflect any
               orders  that meet the  criteria  set forth in the  definition  of
               Excluded  Orders.  Since June 30, 2004, (i) there has occurred no
               material  diminution  in the  amount  of  Order  flow  of  Equity
               Securities  routed to SCM or in the  composition  of SCM's Equity
               Securities  flow  (measured on a volume of shares routed  basis),
               subject to any (x)  seasonal  variation  of Orders flow that does
               not materially  vary from ordinary  variations due to seasonality
               experienced   over  the   preceding   three  (3)  years  and  (y)
               diminutions in Order flow occurring due to market conditions,  to
               the extent any such diminution due to market  conditions does not
               disproportionately  affect SCM relative to other entities engaged
               in similar businesses to the Business (as defined in the Purchase
               Agreement)  and  (ii)  no  material  correspondent  customer  has
               advised SCM or any of its  Affiliates  of an  intention to reduce
               the amount or composition of Order flow routed to SCM.

                    (ii) The Execution Quality Service Levels and the Operations
               and  Technology  Service  Levels  set  forth a true and  complete
               summary of SCM's current  execution  quality  service  levels and
               operations  and  technology  service levels as of the date of the
               Purchase Agreement; provided, however, that in the case of Equity
               Securities  listed on an Exchange,  Schedule F  sets forth a true
               and complete summary of SCM's execution quality service levels as
               of the date of the Purchase Agreement.

                    (iii)   Since   July  31,   2003,   SCM  has  at  all  times
               substantially met or exceeded the service levels specified in the
               Operations and Technology Service Levels.

                    (iv) Since July 31, 2003, SCM has at all times substantially
               met or exceeded the service  levels  specified  in the  Execution
               Quality Service Levels for all securities quoted on Nasdaq.  With
               respect  to  securities  listed on an  Exchange,  Schwab  and the
               Company  will  agree at  closing  on  interim  Execution  Quality
               Service Levels to be applied for an initial  six-month  period in
               lieu of  those  in  Schedule A  that are  consistent  with  SCM's
               execution  quality service levels for Equity Securities listed on
               an  Exchange  as in  effect  as  of  the  date  of  the  Purchase
               Agreement.  Thereafter,  the Execution  Quality Service Levels in
               Schedule A  will apply unless  Schwab and the Company  reasonably
               agree otherwise.

     Section 5.2.  Limitation  on  Liability.  Notwithstanding  anything in this
Agreement  to the  contrary,  in no event shall any Party be liable to any other
Party for, and each Party shall procure that none of its  Affiliates  shall make
any claim  against  any other  Party (or any of its  Affiliates)  for,  any lost
profits,  diminution in value, loss of business,  loss of contracts,  diminished
goodwill, diminished reputation, or consequential, indirect, incidental, special
or punitive damages arising under or in connection with this Agreement,  whether
under Article VI or otherwise.  This Section 5.2 shall not be construed to limit
a Party's  right to  indemnification  for payments  required to be made by it to
third  parties in respect of damages  (of any kind or type,

                                     - 17 -

including,  but not limited to, direct or consequential)  for third party claims
which are subject to indemnification under Article VI.

     Section 5.3.  Disclaimer Of Warranties.  EXCEPT FOR THE EXPRESS  WARRANTIES
SET FORTH IN THIS AGREEMENT AND THE PURCHASE AGREEMENT, NO PARTY MAKES ANY OTHER
WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS AGREEMENT, THE PERFORMANCE OF ITS
OBLIGATIONS  OR  THE  PRODUCTS  OR  SERVICES  THAT  IT  PROVIDES  HEREUNDER.  IN
PARTICULAR,  EXCEPT FOR THE EXPRESS  WARRANTIES  SET FORTH IN THIS AGREEMENT AND
THE PURCHASE  AGREEMENT,  EACH PARTY  EXPRESSLY AND  SPECIFICALLY  DISCLAIMS AND
WAIVES ALL OTHER WARRANTIES  EXPRESS OR IMPLIED,  INCLUDING WITHOUT  LIMITATION,
THE IMPLIED WARRANTIES OF TITLE,  MERCHANTABILITY,  AND FITNESS FOR A PARTICULAR
PURPOSE.

     Section 5.4. Covenants.

               (a) Each of the Parties  hereby  agrees that during the Term,  it
          shall not, and shall ensure that its Affiliates  shall not, enter into
          any  agreement  with a third  party  that will  limit its  ability  to
          perform hereunder.

               (b) Each of the Parties  hereby agrees that it shall provide such
          information  and  cooperation as may be reasonably  requested of it by
          another party in connection with,  customer  complaints and inquiries,
          and arbitrations and Legal Proceedings  brought against such Person by
          a Third Party that arises out of or relates to Covered Orders,  unless
          the sharing of such  information  or  cooperation  would be reasonably
          likely to void any legal privilege.

               (c) (i) Parent  and  Schwab  shall  not,  and shall  cause  their
          Affiliates  not to, take any actions  that are  intended,  designed or
          that would reasonably be expected to circumvent the terms or intention
          of this Agreement, including:

                    (A)  transferring or reclassifying accounts; and

                    (B)  employing policies,  practices or procedures  intended,
                         designed  or that  would  reasonably  be  expected,  to
                         discourage  the use of execution  channels that rely on
                         Company  routing  and  execution   services   ("Company
                         Execution    Channels"),    including    reducing   the
                         prominence,  visibility  or  accessibility  of  Company
                         Execution Channel.

                    (ii) (**)

                    (iii)  (**)

               (d) Schwab shall provide to the Company the reports  described in
          Section 5.1(b)(i) for each quarter following the date hereof.

               (e) Schwab  agrees to  cooperate  with  Company  to  investigate,
          address and prevent activity on the part of Schwab customers or Schwab
          personnel  that is  inconsistent

                                     - 18 -

          with the terms of this Agreement,  including activity intended to take
          inappropriate   advantage  of  Company   services  or  circumvent  any
          limitation or  requirements  under this Agreement  (e.g.,  to break up
          large order into small ones).

     Section 5.5. Liquidated Damages.

               (a) Initial Liquidated Damages.  If, during any twelve (12) month
          period  ending on the calendar  month's end falling on or  immediately
          after  the  first,  second  or third  anniversary  of the date of this
          Agreement  (each,  an "Initial  Liquidated  Damages  Period"),  Schwab
          routes to the  Company for order  handling  less than 95% of the total
          Premium  Execution  Orders  placed  by,  for or on  behalf  of  Schwab
          Customers  during such twelve (12) month period (measured by the total
          dollar volume of shares represented by such Premium Execution Orders),
          excluding any Non-Nasdaq OTC Orders that were routed to Broker-Dealers
          other than the Company for purposes of  maintaining  Schwab's  back-up
          connectivity   to  the  extent   permitted  by  Section   2.1(d)  (the
          "Liquidated  Damages  Benchmark"),  then Parent shall,  within fifteen
          (15) days following the end of such Initial Liquidated Damages Period,
          deliver to the Company a notice  stating that the  Liquidated  Damages
          Benchmark  has not been met during  such  Initial  Liquidated  Damages
          Period.  Within one hundred  twenty (120) days of UBS' receipt of such
          notice,  UBS,  in its sole  discretion,  may elect to send a notice to
          Parent requiring that Parent pay to the Company,  not later than sixty
          (60)  days  following  Parent's  receipt  of UBS'  notice,  the sum of
          $58,500,000 (the "Initial Liquidated  Damages"),  in which case Parent
          shall pay to the Company the Initial  Liquidated  Damages  within such
          sixty (60) day period.  Upon payment of Initial  Liquidated Damages by
          Parent to the Company as provided in this Section 5.5, this  Agreement
          shall  terminate in accordance  with Section  8.2(i).  For purposes of
          this Section 5.5(a),  any Covered Order that is executed away from the
          Company as a result of a breach of Section  5.4(c) by Parent or Schwab
          shall be included in the  calculation  of the total Premium  Execution
          Orders  placed by, for or on behalf of Schwab  Customers  during  such
          twelve (12) month period.

               (b)  Continuing  Liquidated  Damages.  If, during any twelve (12)
          month  period  ending  on a  calendar  month's  end  that  falls on or
          immediately  after  the  fourth,   fifth,  sixth,  seventh  or  eighth
          anniversary of the date of this Agreement (each such twelve (12) month
          period, a "Subsequent  Liquidated  Damages Period"),  Schwab routes to
          the  Company  for  order  handling  less than the  Liquidated  Damages
          Benchmark,  then Parent shall pay to the Company, not later than sixty
          (60) days  following  the end of such  Subsequent  Liquidated  Damages
          Period   $4,875,000   (each  such  payment,   "Subsequent   Liquidated
          Damages").  Subsequent  Liquidated Damages shall be payable in respect
          of each Subsequent  Liquidated  Damages Period in respect of which the
          Liquidated Damages Benchmark is not met. The maximum amount payable by
          Parent to Company under this clause (ii) shall not exceed $24,375,000.
          For  purposes  of this  Section  5.5(b),  any  Covered  Order  that is
          executed  away from the  Company  as a result  of a breach of  Section
          5.4(c) by Parent or Schwab shall be included in the calculation of the
          total Premium  Execution  Orders placed by, for or on behalf of Schwab
          Customers during such twelve (12) month period.

               (c) Liquidated Damages upon Disposition of Accounts.

                    (i) For each sale or disposition of accounts by Schwab or an
               Affiliate  of  Schwab  (other  than   disposition  of  individual
               accounts made in the ordinary course of

                                     - 19 -

               business   consistent  with  past  practice)  or  acquisition  or
               purchase  of  accounts  from a third  party by Schwab  (each,  an
               "Acquisition" or "Disposition", as the case may be), Schwab shall
               propose to the Company an  annualized  dollar  trading  volume of
               Covered    Orders    attributable    to   the   accounts    being
               acquired/purchased  or sold/disposed (the "Subject Volume" which,
               in the case of  Acquisitions,  shall be Schwab's  good faith best
               estimate based on information  available to Schwab at the time of
               such  Acquisition),  and shall furnish the Company with such data
               as is necessary  for the Company to evaluate  Schwab's  proposal,
               including  historical  trading  data  for such  accounts  and the
               purchase or sale price. If Schwab and the Company do not agree on
               the Subject Volume, the Subject Volume shall be determined by the
               procedures set forth in Section 9.10.

                    (ii) The  parties  shall  maintain  a current  record of the
               Cumulative Net Subject Volume.

                    (iii)  If,  after  giving  effect  to any  Disposition,  the
               Cumulative  Net Subject  Volume is less than zero,  the following
               procedures shall apply.

                    (A)  Schwab shall calculate the Net  Disposition  Percentage
                         and   notify   the   Company  in  writing  of  the  Net
                         Disposition  Percentage,  including  the  method of its
                         calculation and the supporting data.

                    (B)  If the Net  Disposition  Percentage is less than 5%, no
                         further action is required to be taken by either party.

                    (C)  If  the  Net  Disposition  Percentage  is  equal  to or
                         greater  than 5%, then Schwab shall pay to the Company,
                         not later than sixty (60) days following the completion
                         of such transaction, an amount equal to the Unamortized
                         Liquidated   Damages  Amount   multiplied  by  the  Net
                         Disposition    Percentage   (each   such   payment,   a
                         "Disposition Liquidated Damages Payment").

                    (iv) If,  within six months after the date of a  Disposition
               requiring  Schwab  to  make  a  Disposition   Liquidated  Damages
               Payment, Schwab or an Affiliate completes an Acquisition, and the
               Acquisition  Percentage  is equal to or greater than 5%, then the
               Company  shall pay to  Schwab,  not later  than  sixty  (60) days
               following the  completion of such  transaction,  the  Acquisition
               Recapture Amount. If any Disposition  Liquidated  Damages Payment
               is due from Schwab to the  Company,  the Company at its  election
               may offset its payment  obligation in respect of the  Acquisition
               Recapture  Amount  against the amounts due from Schwab in lieu of
               making payment.

                    (v) In no event shall the sum of all  Acquisition  Recapture
               Amounts  payable by the  Company to Schwab  exceed the sum of all
               Disposition  Liquidated Damages Payments payable by Schwab to the
               Company.

                    (vi) For  purposes of this  section  5.5(c),  the  following
               terms shall have the indicated meanings:

                                     - 20 -

                    (A)  "Acquisition  Percentage" shall mean the Subject Volume
                         of an  Acquisition  expressed  as a  percentage  of the
                         total  dollar  trading  volume  of all  Covered  Orders
                         attributable   to   accounts   carried  by  Schwab  and
                         Affiliates  during the 12 calendar months preceding the
                         prior  Disposition  that  gave  rise  to a  Disposition
                         Liquidated  Damages Payment (i.e.,  the denominator for
                         this  percentage  is the  same as the  denominator  for
                         determining  the related Net  Disposition  Percentage);
                         provided,  however,  that, if the Subject  Volume of an
                         Acquisition is not substantially equivalent in the type
                         and  quality  of  orderflow  to the  Subject  Volume of
                         Dispositions (for example,  and without limitation,  it
                         includes a lower percentage of Premium Execution Orders
                         or the type of  investors  entering  Premium  Execution
                         Orders differs  sufficiently  to result in a noticeable
                         difference in the quality of Premium Execution Orders),
                         the parties will agree upon a lower  percentage  as the
                         Acquisition  Percentage  intended to give effect to the
                         variation in type and quality of orderflow.

                    (B)  "Acquisition  Recapture  Amount"  shall mean the amount
                         determined by:

                         (1)  dividing  the  Acquisition  Percentage  by the Net
                    Disposition  Percentage  as  calculated  with respect to the
                    last preceding Disposition; if the result of the division is
                    larger than 1, the result shall be deemed to be 1;

                         (2)  multiplying  the number  obtained in clause (1) by
                    the amount of the Disposition  Liquidated  Damages  Payment;
                    and

                         (3) subtracting from the product obtained in clause (2)
                    an amount equal to the product of the Disposition Liquidated
                    Damages Payment  multiplied by a fraction,  the numerator of
                    which  is  the  number  of  months   elapsed   between   the
                    Disposition   and  the  subsequent   Acquisition,   and  the
                    denominator of which is 36 (if the Acquisition occurs during
                    the 36 months following the execution of this Agreement), or
                    60 (if  Acquisition  occurs during the 37th month  following
                    the execution of this Agreement or thereafter).

                    (C)  "Cumulative  Net Subject  Volume" shall mean the sum of
                         the Subject Volume of all  Acquisitions  since the date
                         of this  Agreement,  reduced by the sum of the  Subject
                         Volume  of all  Dispositions  since  the  date  of this
                         Agreement, provided that (i) after any Disposition that
                         creates an obligation to make a Disposition  Liquidated
                         Damages  Payment  under  clause  (c)(iii)  above,   the
                         Cumulative  Net

                                     - 21 -

                         Subject  Volume  shall  be  reset  to  zero  after  the
                         calculations  called for by clause  (c)(iii)  have been
                         made, and (ii) the  Cumulative Net Subject Volume shall
                         not be  increased as a result of any  Acquisition  that
                         creates an obligation to pay an  Acquisition  Recapture
                         Amount.

                    (D)  "Net  Disposition  Percentage"  shall mean the absolute
                         value of the Cumulative Net Subject Volume expressed as
                         a percentage of the total dollar  trading volume of all
                         Covered  Orders  attributable  to  accounts  carried by
                         Schwab and  Affiliates  during the 12  calendar  months
                         preceding a Disposition.

                    (E)  "Unamortized  Liquidated  Damages  Amount"  shall  mean
                         (i) during  the 36 months  following  the  execution of
                         this Agreement,  the sum of $58,500,000  (1) reduced by
                         any amounts  that have  previously  been paid by Schwab
                         pursuant  to  this  Section  5.5(c)  as a  result  of a
                         Disposition  and   (2) increased   by  any  Acquisition
                         Recapture Amounts that have previously been paid by the
                         Company  pursuant to this Section  5.5(c);  and (ii) at
                         any time after the  thirty-sixth  month  following  the
                         execution of this Agreement,  (A) the lesser of (x) the
                         Unamortized Liquidated Damages Amount at the end of the
                         thirty-sixth  month  following  the  execution  of this
                         Agreement  (giving effect to any amounts  payable under
                         this provision  within 60 days  thereafter) and (y) the
                         amount set forth in the following table, in either case
                         (B) (1) reduced  by any amounts  paid  pursuant to this
                         Section 5.5(c) after the  thirty-sixth  month following
                         the execution of this Agreement or (2) increased by any
                         Acquisition Recapture Amounts that have previously been
                         paid by the Company  pursuant to  Section 5.5(c)  after
                         the thirty-sixth  month following the execution of this
                         Agreement  (other than any amounts  payable  under this
                         provision   within  60  days  after  the  end  of  such
                         thirty-sixth month):

--------------------------------------------------------------------------------
     Months after date of Agreement        Amount Under Clause (E)(ii)(y)
--------------------------------------------------------------------------------
          37-48 (4th year)                          $ 24,375,000
          49-60 (5th year)                            19,500,000
          61-72 (6th year)                            14,625,000
          73-84 (7th year)                             9,750,000
          85-96 (8th year)                             4,875,000


                                     - 22 -

     Section 5.6. Liquidated Damages Upon Non-Assumption Event. If (i) Parent or
Schwab announces it has entered into one or more definitive  agreements pursuant
to which a Change of Control could occur,  and,  within thirty (30) days of such
announcement, Parent and Schwab (and any of their respective successors) and any
other  party  to  such  definitive  agreements  that  would  be a  1017  Person,
Controlling  Person,  Acquiring Person or Purchasing  Person if the transactions
contemplated by such definitive  agreement(s)  were to be consummated,  does not
jointly deliver to the Company a notice in writing that they will cause Parent's
and Schwab's (and any of their respective  successors') continued performance of
its  covenants  under this  Agreement;  or (ii) a Change of Control  occurs and,
within  five (5)  business  days  thereof,  Parent and Schwab  (and any of their
respective successors) and any 1017 Person, Controlling Person, Acquiring Person
or  Purchasing  Person,  as  applicable,  does  not  submit  to the  Company  an
instrument in writing binding all of them to cause the continued compliance with
the terms of, and performance of covenants  under,  this Agreement by Parent and
Schwab  (and  any  of  their  respective  successors);  ((i)  or  (ii)  being  a
"Non-Assumption  Event"),  the  Company  may, in its sole  discretion,  elect to
deliver to Parent a notice stating that a Non-Assumption Event has occurred,  in
which case, (A) if such Non-Assumption Event occurs during an Initial Liquidated
Damages  Period,  Parent shall pay to the Company,  not later than ten (10) days
following the delivery of such notice,  the sum of $58,500,000,  and (B) if such
Non-Assumption Event occurs during a Subsequent  Liquidated Damages Period, then
Parent  shall pay to the  Company,  not later than ten (10) days  following  the
delivery  of such  notice,  an  amount  as  determined  in  accordance  with the
following table:

--------------------------------------------------------------------------------
        If a Non-Assumption Event occurs          Parent shall pay the Company
      during the 12-month period ending on:           the following amount:
--------------------------------------------------------------------------------
       October 29, 2008 (4th anniversary)                $ 24,375,000
       October 29, 2009 (5th anniversary)                  19,500,000
       October 29, 2010 (6th anniversary)                  14,625,000
       October 29, 2011 (7th anniversary)                   9,750,000
       October 29, 2012 (8th anniversary)                   4,875,000


     Section 5.7. No Penalty; Maximum Damages.

               (a) The Parties  agree that the Company's  actual  damages in the
          event of the occurrence of any of the types of situations set forth in
          Section  5.5  or  Section  5.6  would  be   extremely   difficult   or
          impracticable to determine. After negotiation, the Parties have agreed
          that,  considering all the circumstances  existing on the date of this
          Agreement, the amounts of the payments set forth in the above sections
          represent a  reasonable  estimation  of the  damages  that the Company
          would incur if any such events were to occur. None of the payments set
          forth in Section 5.5 or Section 5.6 are intended as a penalty. Each of
          the  Parties  agrees to the  accuracy of the  statements  made in this
          paragraph,  the  reasonableness  of the amount of  liquidated  damages
          agreed upon,  and the fact that each Party was  represented by counsel
          who explained,  at the time this Agreement was made, the  consequences
          of the foregoing provisions.

                                     - 23 -

               (b) The  remedies  set forth under  Sections 5.5 and 5.6 shall be
          cumulative;  provided,  however, in no event shall Parent be liable to
          the Company for more than  $58,500,000  in the  aggregate  from one or
          more of its obligations under Sections 5.5 and 5.6.

     Section 5.8. Unforeseen Circumstances.

               (a)  Subject to  Section 5.8(b),  in the event that either UBS or
          Schwab  reasonably  concludes that (a)(i) there has been a fundamental
          and  material  industry-wide  structural  change in pricing  (e.g.,  a
          general  industry-wide  shift to a  commission  paid  basis  for order
          handling  services)  or execution  (a  "Material  Industry  Shift") or
          (ii) Legal  Requirements prohibit or materially restrict or materially
          limit the routing or execution of Covered  Orders or any other term of
          this  Agreement  (including  the  ability  of the  Company  to execute
          Covered  Orders as principal) (a "Material  Legal  Shift"),  since the
          date of the Purchase Agreement then UBS or Schwab, as the case may be,
          shall send written notice to the other setting forth such  conclusion,
          and stating the  reasons  therefor,  and the  proposed  amendments  or
          modifications  to this Agreement that it believes are required  (e.g.,
          in the case of a  general  industry-wide  shift to a  commission  paid
          basis  for  order  handling   services,   the  payment  by  Schwab  of
          commissions  in connection  with orders  routed to the  Company),  and
          requesting  that  the  Dispute   Committee  enters  into  negotiations
          regarding such changes.  Promptly  following  delivery of such notice,
          UBS and Schwab shall cause the Dispute  Committee to negotiate in good
          faith  and to  agree  to such  amendments  and  modifications  to this
          Agreement as may be necessary to mitigate to the extent  possible such
          Material  Industry  Shift or Material  Legal Event.  If UBS and Schwab
          fail to reach agreement,  then such failure to agree shall be deemed a
          dispute  between  the  Company  and  UBS  and  shall  be  resolved  in
          accordance with the procedures set forth in Section 9.10.

               (b) The  provisions  of  Section  5.8(a)  shall be subject to the
          liquidated  damages  provisions  set forth in Section  5.5 and Section
          5.6. To the extent an event has occurred that could cause a payment of
          Initial Liquidated Damages,  Subsequent  Liquidated Damages,  all or a
          portion of the Unamortized  Liquidated  Damages Amount or an amount in
          connection with a Non-Assumption  Event, as the case may be, to become
          due and  payable  (each,  a "Payment  Event"),  the amount  payable by
          Parent to the  Company in respect of such  Payment  Event shall be due
          and payable in all  circumstances,  notwithstanding  the provisions of
          Section 5.8(a), and regardless of whether a Material Industry Shift or
          Material Legal Shift is or is not the cause of such Payment Event.

     Section  5.9.  CyberTrader(R)  Integration.  In the event  that  Schwab and
CyberTrader(R)  are  integrated,  the  Company  shall  have the right to request
reports  from time to time as to trading  activity by Schwab  Customers,  broken
down by  categories of order flow  (e.g., volume,  trades,  channels,  number of
accounts  in each  category)  in  order  to  determine  whether  there  has been
substantial  migration of account types from those generating  Covered Orders to
those  generating   Excluded  Orders.  If  the  Company  believes  that  such  a
substantial migration has occurred or is occurring,  the Company and Schwab will
negotiate in good faith to determine a basis on which to  reclassify  certain of
the Excluded Orders as DNC Orders.

                                     - 24 -


                                   ARTICLE VI.

                                 INDEMNIFICATION


     Section  6.1.  Company  Indemnification.   The  Company  hereby  agrees  to
indemnify,  defend  and hold  harmless  Schwab  and its  Affiliates,  directors,
officers,  general partners,  managers,  members, employees and other agents and
representatives (the "Schwab Indemnified  Parties") from and against any and all
claims for liabilities,  judgments, claims, settlements, losses, reasonable fees
(including  attorneys' fees, fees and disbursements of experts,  and arbitration
and court fees and costs), liens, taxes,  penalties,  obligations,  expenses and
any required payments made to third parties (collectively, "Losses") incurred or
suffered  by any  Schwab  Indemnified  Party  arising  from,  by reason of or in
connection with (i) any dishonest, fraudulent, grossly negligent or criminal act
or omission  on the part of the  Company's  officers,  directors,  employees  or
agents or (ii) without  limiting  clause (i),  any breach of any covenant (other
than those set forth in Section 2.4,  except to the extent an express  remedy is
provided  for by the terms of  Schedule A  or  Schedule B)  made by the  Company
pursuant to this Agreement.

     Section  6.2.  Schwab  Indemnification.   Parent  and  Schwab  jointly  and
severally  agree to  indemnify,  defend and hold  harmless  the  Company and its
Affiliates,  directors, officers, general partners, managers, members, employees
and other agents and  representatives  (the  "Company  Indemnified  Parties" and
together with the Schwab Indemnified  Parties,  the "Indemnified  Parties") from
and  against  any and all claims for Losses  incurred  or  suffered  by any such
person or entity  arising  from,  by  reason  of or in  connection  with (i) any
dishonest, fraudulent, grossly negligent or criminal act or omission on the part
of Schwab's or its  Affiliates'  officers,  directors,  partners,  employees  or
agents, (ii) all investigations,  claims and damages arising out of the acts and
trading  activities of Schwab Customers or any Legal Proceeding  brought against
the Company or its Affiliates by a Schwab Customer,  other than as a result of a
dishonest, fraudulent, grossly negligent or criminal act or omission on the part
of the Company's officers, directors, employees or agents or (iii) any breach of
the  representations  and  warranties  set  forth in  Section  5.1(b)  or of any
covenant made by Parent or Schwab pursuant to this Agreement.  This  Section 6.2
shall not limit any obligations the Company may have to Schwab under the express
remedies provided in Schedule A and Schedule B.

     Section 6.3.  Procedures  Relating to Third Party  Claims.  An  Indemnified
Party  shall  give  reasonably  prompt  notice  to  the  Party  from  whom  such
indemnification  is sought (the  "Indemnifying  Party") of the  assertion of any
claim or assessment, or the commencement of any action, suit or proceeding, by a
third  party in respect of which  indemnity  may be sought  hereunder  (a "Third
Party Claim") and will give the Indemnifying Party such information with respect
thereto as the Indemnifying Party may reasonably request, but no failure to give
such notice shall  relieve the  Indemnifying  Party of any  liability  hereunder
(except  to the  extent  the  Indemnifying  Party has been  actually  prejudiced
thereby).  The Indemnifying  Party shall have the right,  exercisable by written
notice (the  "Indemnification  Notice") to the  Indemnified  Party within thirty
(30) days of receipt of notice from the Indemnified  Party of commencement of or
assertion  of any Third Party  Claim,  to assume the defense of such Third Party
Claim using counsel of its choice,  and the Indemnified Party may participate in
such defense at the Indemnified Party's expense,  which shall include counsel of
its own choice.  If the Indemnifying

                                     - 25 -

Party elects not to defend the Indemnified Party against such Third Party Claim,
whether by  failure of the  Indemnifying  Party to provide  the  Indemnification
Notice or otherwise,  or the Indemnified  Party provides a written legal opinion
to the  Indemnifying  Party  that under  applicable  standards  of  professional
responsibility a conflict will arise in the event both the Indemnified Party and
the  Indemnifying  Party are represented by the same counsel with respect to the
Third  Party  Claim,  then the  Indemnified  Party,  without  waiving any rights
against the Indemnified  Party,  may employ counsel of its own choice and at the
expense of the Indemnifying  Party.  The  Indemnifying  Party may not settle any
matter (in whole or in part)  without the consent in writing of the  Indemnified
Party (which shall not be  unreasonably  withheld),  unless such settlement does
not involve any relief  other than the payment of monetary  damages,  includes a
complete and  unconditional  release of the  Indemnified  Party,  does not admit
liability on the part of or attribute fault to any Party or its Affiliates,  and
contains a provision  requiring  confidentiality  with  respect to the facts and
circumstances  of the dispute and of the existence and amount of the settlement.
The  Indemnified  Party shall make its  employees  available  and  furnish  such
information  regarding itself or the claim in question as the Indemnifying Party
may  reasonably  request  in  writing  and as shall be  reasonably  required  in
connection  with the  defense  of such  claim  and  Legal  Proceeding  resulting
therefrom.

     Section 6.4. Survival.  The provisions of this Article VI shall survive the
expiration or termination of this Agreement.

     Section 6.5.  Limitation  on Recovery.  The Parties  acknowledge  that this
Article VI is modified by Section 5.2, in accordance with its terms.

     Section 6.6. Exclusive Remedy.  This Article VI shall provide the exclusive
remedy for any of the matters  addressed  herein or other claims  arising out of
this Agreement, other than for fraud and other than for the remedies of specific
performance, injunctive relief or other non-monetary equitable remedies.


                                  ARTICLE VII.

                                    SECURITY


     Section  7.1. In General.  The Company and Schwab  shall each  maintain and
enforce safety and physical  security  procedures  with respect to access to and
maintenance  of  Customer  Information  that  are in  accordance  with  industry
acceptable  information  security practices.  Without limiting the generality of
the  foregoing,  each of the  Company  and  Schwab  shall  secure and defend its
location  and  equipment  against  "hackers"  and others  who may seek,  without
authorization,  to modify its systems or access the information found therein in
accordance with industry acceptable  information  security practices,  using any
combination  of  access  lists,   unique  user   identifiers  and   credentials,
authentication procedures, and/or other safeguards as it reasonably believes are
appropriate.

     Section 7.2.  Security  Breaches.  Each of the Company and Schwab shall use
its  commercially  reasonable  efforts in accordance  with  industry  acceptable
information security

                                     - 26 -

practices  to monitor its systems for  Security  Breaches.  For purposes of this
Section 7.2,  a  "Security  Breach"  shall  mean  an  event  that  may  lead  to
unauthorized  disclosure,   access,   corruption,  or  destruction  of  Customer
Information,  including an insider  accessing  information  inappropriately,  an
outsider  penetrating or attempting to penetrate security controls,  and a virus
(or other  piece of malware or  destructive  software).  Each of the Company and
Schwab shall report to the other promptly any Security  Breach of its systems of
which it becomes  aware  relating to the other Party's  systems or  Confidential
Information and shall use its commercially reasonable efforts in accordance with
industry  acceptable  information  security  practices  to remedy such  Security
Breach in a timely manner.

     Section  7.3.  Storage of  Customer  Information.  Each of the  Company and
Schwab shall use its commercially  reasonable efforts to implement and follow, a
plan to store  Customer  Information  in  accordance  with  industry  acceptable
information security practices, which may include the following:

                    (A)  Properly configured firewalls;

                    (B)  Unique user identifiers and credentials;

                    (C)  Creation and review of audit trails;

                    (D)  Physical security of servers and backup media; and

                    (E)  Network encryption for any remote access.


                                 ARTICLE VIII.

                              TERM AND TERMINATION


     Section 8.1. Term. Unless earlier terminated pursuant to Section 8.2,  this
Agreement  shall  expire on October 31,  2012 (the  "Initial  Term");  provided,
however,  that this  Agreement  shall  automatically  be extended for successive
terms of twelve  months (each,  a "Renewal  Term," and together with the Initial
Term, the "Term"),  unless either Schwab or the Company  provides written notice
to the other of  termination  at least six (6) months prior to the expiration of
the Initial Term or the applicable  Renewal Term to the extent such  termination
is in accordance with the provisions of this Agreement.

     Section  8.2.  Termination.   This  Agreement  may  (or,  in  the  case  of
Section 8.2(i) only, will) be terminated in the following circumstances:

               (a) Material Breach by the Company.  By Schwab, in the event that
          the Company commits a material breach of this Agreement  (other than a
          breach of  payment  obligations  under this  Agreement  or a breach of
          Section  2.4),  and (i) the  breach is incurable  or (ii) the  Company
          fails to cure such  breach  within  ninety  (90) days of  receiving  a
          notice of default  from  Schwab (or such  longer  period as Schwab may
          reasonably  agree if said  breach is  incapable  of cure  within  such
          ninety  (90)  days)  (the  "Cure  Period"),  by  giving  a  notice  of
          termination

                                     - 27 -

          to the Company within thirty (30) days of first becoming aware of such
          breach (if such breach is  incurable) or in the thirty (30) day period
          commencing  at the end of the Cure Period,  with  termination  of this
          Agreement to become effective upon delivery of the notice.

               (b) Material Breach by Schwab. By the Company,  in the event that
          Schwab  commits a  material  breach of this  Agreement  (other  than a
          breach of payment obligations under this Agreement) and (i) the breach
          is incurable or  (ii) Schwab  fails to cure such breach  within ninety
          (90) days of  receiving a notice of default  from the Company (or such
          longer  period as the Company may  reasonably  agree if said breach is
          incapable  of cure within such  ninety  (90) days) (the  "Schwab  Cure
          Period"),  by giving a notice of  termination  to Schwab within thirty
          (30) days of first  becoming  aware of such  breach (if such breach is
          incurable) or in the thirty (30) day period commencing upon of the end
          of the Schwab Cure  Period,  with  termination  of this  Agreement  to
          become effective upon delivery of the notice.

               (c) Material Breach of Payment Obligations. By either the Company
          or Schwab (the  "Terminating  Party") in the event that the other (the
          "Breaching Party") is in material breach of a payment obligation under
          this Agreement,  the Terminating  Party has provided written notice to
          the Breaching  Party  specifying such material  breach,  the Breaching
          Party does not in good faith dispute whether the amounts alleged to be
          unpaid  are  due  and  payable  pursuant  to  this  Agreement  and the
          Breaching  Party fails to cure such breach  within ninety (90) days of
          receiving written notice of such breach from the Terminating Party, by
          the Terminating  Party giving a notice of termination to the Breaching
          Party  within  ten  (10)  days of the end of such  Cure  Period,  with
          termination of this Agreement to become effective upon delivery of the
          notice.

               (d)  Company  Insolvency.  By  Schwab,  in the event the  Company
          experiences an Insolvency Event, by giving notice to the Company, with
          termination of this Agreement to become effective upon delivery of the
          notice.

               (e) Parent or Schwab  Insolvency.  By the  Company,  in the event
          Parent or Schwab  experiences an Insolvency Event, by giving notice to
          Parent  and  Schwab,  with  termination  of this  Agreement  to become
          effective upon delivery of the notice.

               (f) Material Misconduct.  By either the Company or Schwab, if the
          other has suffered an Adverse  Reputational Event that has or would be
          reasonably  likely  to  have a  material  adverse  effect  on (i)  the
          financial  condition,  properties,  prospects,  business or results of
          operations of the Party seeking to effect such termination or (ii) the
          reputation,  brand,  goodwill or image of the Party  seeking to effect
          such termination.

               (g)  Change of Control of the  Company.  By Schwab,  in the event
          that UBS disposes of more than 50% of the assets of the Order  routing
          and execution  business for Covered Orders (i) to a Person (other than
          an Affiliate of UBS) that is a direct  competitor of Schwab (including
          with respect to commission  structure) or (ii) to a Person (other than
          an  Affiliate  of UBS)  that is not of sound  financial  standing  and
          business  reputation and, as a result,  such disposition  would have a
          material adverse effect on Parent and Schwab.

                                     - 28 -

               (h) Service Levels. By Schwab, under the circumstances  described
          in Schedule A.

               (i) Payments.  Automatically,  in the event an Initial Liquidated
          Damages Payment has been made.

     Section 8.3. Effects of Termination on Accrued Rights.  Termination of this
Agreement shall be without prejudice to:

                    (A)  The  rights of the  Parties to any  payments  due under
                         this Agreement to the date of termination;

                    (B)  Any  remedies  which either Party may then have arising
                         out of or relating to this Agreement; and

                    (C)  Either  Party's  right  to  obtain  performance  of any
                         obligations   provided  for  in  this  Agreement  which
                         survive termination by their express terms.

     Section 8.4.  Continuation of Routing Service. Upon termination pursuant to
Section 8.2  (other  than  termination   pursuant  to  Section  8.2(d)  (Company
Insolvency),  Section  8.2(e) (Schwab  Insolvency)  or Section 8.2(f)  (Material
Misconduct));  Schwab may elect,  by written notice to the Company,  to have the
Company  provide (in which case the Company shall  provide)  usual and customary
routing and execution  services from the date of termination to a date specified
in such notice (the "End Date"),  which End Date shall in no event be later than
six (6)  months after the date of  termination,  upon usual and  customary  fees
prevailing in the industry.

     Section 8.5. Survival.  The following  provisions shall survive termination
of  this  Agreement:   Article  IV  (Confidential   Information),   Section  5.3
(Disclaimer of Warranties),  Article VI (Indemnification),  Section 8.3 (Effects
of  Termination  on  Accrued  Rights),  Section  8.4  (Continuation  of  Routing
Service), this Section 8.5 (Survival) and Article IX (Miscellaneous).  All other
provisions  of this  Agreement  shall  terminate  effective  upon the  notice of
termination.


                                  ARTICLE IX.

                                 MISCELLANEOUS

     Section 9.1. Use of  Names/Marks.  No Party shall acquire the right to use,
and shall not use, without the other Party's prior written  consent,  the names,
trade  names,  trademarks,  service  marks,  artwork,  designs,  or  copyrighted
materials,  of the other Party,  its related or  subsidiary  companies,  parent,
employees, directors, shareholders, assigns, successors or licensees: (a) in any
advertising,  publicity,  press release, client list, presentation or promotion;
(b) to  express  or to imply any  endorsement  of the  other  Party or the other
Party's  services;  or (c) other than as expressly  permitted in accordance with
this Agreement.  Further,  no Party shall

                                     - 29 -

use, without the other Parties' prior written consent, the terms or existence of
this Agreement:  (a) in any advertising,  publicity, press release, client list,
presentation  or promotion;  (b) to  express or to imply any  endorsement of any
other Party or such other  Party's  services;  or  (c) other  than as  expressly
permitted in accordance with this Agreement.

     Section 9.2. Entire Agreement.  This Agreement and the Schedules hereto and
the  Purchase  Agreement  contain the entire  agreement  among the Parties  with
respect to the  transactions  contemplated  by this  Agreement and supersede all
prior agreements or understandings among the Parties.

     Section 9.3. Descriptive Headings; Certain Interpretations.

               (a) Descriptive  headings are for convenience  only and shall not
          control or affect the meaning or construction of any provision of this
          Agreement.

               (b) Except as otherwise expressly provided in this Agreement, the
          following rules of  interpretation  apply to this Agreement:  (i) "or"
          and "any" are not  exclusive and  "include"  and  "including"  are not
          limiting;  (ii)  a  reference  to a  law  includes  any  amendment  or
          modification  to  such  law  and  any  rules  or  regulations   issued
          thereunder  and (iii) a reference  to a person or entity  includes its
          permitted successors and assigns.

               (c) Unless  the  context of this  Agreement  otherwise  requires,
          (i) words of one gender include the other gender, (ii) words using the
          singular or plural number also include the plural or singular  number,
          respectively,   (iii) the  terms  "hereof,"  "herein,"  "hereby,"  and
          derivative  or  similar  words  refer  to this  entire  Agreement  and
          (iv) the terms "Article" and "Section" refer to the specified  Article
          and Section of this  Agreement.  Whenever this  Agreement  refers to a
          number of days, unless otherwise specified, such number shall refer to
          calendar  days.   References  to  this  "Agreement"  shall  mean  this
          Agreement and any annexes, exhibits,  schedules or attachments hereto.
          References to the "date of the Purchase  Agreement"  shall mean August
          31, 2004.

               (d) The Parties agree that they have been  represented by counsel
          during the  negotiation,  preparation  and execution of this Agreement
          and,  therefore no rule of construction  providing that ambiguities in
          an agreement or other  document  shall be construed  against the party
          drafting such agreement or document shall apply to this Agreement.

     Section 9.4. Notices. All notices, requests and other communications to any
party hereunder shall be in writing and sufficient if delivered personally, sent
by telecopy  (with  telephone  confirmation  of receipt or followed by overnight
delivery  service) or by registered or certified mail,  postage prepaid,  return
receipt requested, addressed as follows:

         If to UBS, SCM or the Company:           UBS Securities LLC
                                                  677 Washington Boulevard
                                                  Stamford, CT 06901
                                                  Attention:  Nick Ogurtsov
                                                  Telecopy:  (203) 719-0287

                                     - 30 -

         with copies to:                          UBS Securities LLC
                                                  677 Washington Boulevard
                                                  Stamford, CT  06901
                                                  Attention:  Legal Department -
                                                              Equities Section
                                                  Telecopy:  (203) 719-5627

                                                  and

                                                  Sullivan & Cromwell LLP
                                                  125 Broad Street
                                                  New York, NY  10004-2498
                                                  Attention:  Alexandra D. Korry
                                                              Frederick Wertheim
                                                  Telecopy:  (212) 558-3588

         If to Schwab or Parent:                  The Charles Schwab Corporation
                                                  440 S. LaSalle, Suite 1200
                                                  Chicago, IL  60605
                                                  Attention:  Tony McCormick
                                                  Telecopy:  (312) 385-6820

         with copies to:                          The Charles Schwab Corporation
                                                  101 Montgomery Street
                                                  San Francisco, CA  94104
                                                  Attention:  Lorraine McDonough
                                                  Telecopy:  (415) 636-9757

                                                  The Charles Schwab Corporation
                                                  101 Montgomery Street
                                                  San Francisco, CA  94104
                                                  Attention:  Mark Tellini
                                                  Telecopy:  (415) 667-3596

                                                  Howard, Rice, Nemerovski,
                                                  Canady, Falk & Rabkin, A
                                                  Professional Corporation
                                                  Three Embarcadero, 7th Floor
                                                  San Francisco, CA 94111-5910
                                                  Attention: Lawrence B. Rabkin,
                                                             Esq.
                                                  Telecopy:  (415) 217-5910


or to such other address or telecopy number as the Party to whom notice is to be
given may have furnished to the other Parties in writing in accordance herewith.
Each such notice,  request or communication shall be effective when received or,
if given by mail, when delivered at the address specified in this Section 9.4.

                                     - 31 -

     Section 9.5. Counterparts;  Fax Signatures.  This Agreement may be executed
by  telecopy  and in any  number  of  counterparts,  each of  which  shall be an
original,  but all of  which  together  shall  constitute  one  instrument.  Any
signature  page  delivered  by a telecopy  machine  shall be binding to the same
extent as an  original  signature  page,  with regard to this  Agreement  or any
amendment  hereto.  A Party who delivers  such a signature  page agrees to later
deliver an original counterpart to the other Party upon request.

     Section 9.6.  Benefits of  Agreement.  Subject to  Section 9.8,  all of the
terms and  provisions of this  Agreement  shall be binding upon and inure to the
benefit of the Parties hereto and their permitted  successors and assigns.  This
Agreement is for the sole benefit of the Parties  hereto and not for the benefit
of any third party.

     Section 9.7. Amendments and Waivers.  No modification,  amendment or waiver
of any provision of, or consent required by, this Agreement,  nor any consent to
any departure herefrom, shall be effective unless it is in writing and signed by
UBS and  Schwab.  Such  modification,  amendment,  waiver  or  consent  shall be
effective only in the specific instance and for the purpose for which given.

     Section 9.8.  Assignment.  This  Agreement  and the rights and  obligations
hereunder  shall not be assignable or transferable by the Parties hereto without
the prior written consent of the other Parties;  provided,  however, that either
the Company or Schwab may assign its rights  hereunder to an  Affiliate,  but no
such  assignment  shall  relieve  the  assigning  party  of its  obligations  or
liabilities  hereunder;  and  provided,  further,  that SCM may  assign all or a
portion  of its  rights  and  obligations  hereunder  to UBS  at any  time.  Any
instrument  purporting to make an  assignment  in violation of this  Section 9.8
shall be void ab initio.

     Section  9.9.  Governing Law.  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK  APPLICABLE  TO
CONTRACTS TO BE ENTERED INTO AND ENTIRELY PERFORMED WITHIN SUCH STATE.

     Section 9.10. Dispute Resolution.

               (a) The  Parties  shall use  commercially  reasonable  efforts to
          resolve amicably all disputes,  claims or  controversies  relating to,
          arising out of, or in connection  with this  Agreement,  including any
          question regarding its formation, existence, validity, enforceability,
          performance,  interpretation,  breach, or termination ("Disputes"). In
          order to facilitate the resolution of Disputes, each of Schwab and the
          Company  shall  establish  a  committee  to  consider  and resolve any
          Dispute (the "Dispute  Committee")  arising under this Agreement.  The
          Dispute  Committee shall be comprised of two (2) senior  executives of
          the Company  and two (2) senior  executives  of Schwab.  If either the
          Company or Schwab gives written notice to the other that a Dispute has
          arisen and the Dispute Committee is unable within fifteen (15) days of
          such  written  notice to resolve the  Dispute,  then either  Party may
          submit  the  Dispute  to  non-binding  mediation  in  accordance  with
          Section 9.10(b).   All  negotiations   pursuant  to  this  clause  are
          confidential  and  shall  be  treated  as  compromise  and  settlement
          negotiations for purposes of applicable rules of evidence.

                                     - 32 -

               (b) If the  Parties  are unable to  resolve  the  Dispute  within
          fifteen (15) days of the disputing  Party's notice in accordance  with
          Section 9.10(a),   then  either   Party  may  submit  the  Dispute  to
          non-binding   mediation  under  the  then-current  Center  for  Public
          Resources ("CPR") Mediation  Procedure.  Unless otherwise agreed,  the
          Parties  will select a mediator  from the CPR Panels of  Distinguished
          Neutrals.

               (c) Any Dispute which  remains  unresolved  forty-five  (45) days
          after  appointment of a mediator (or seventy-five  (75) days after the
          notice of the Dispute given pursuant to Section 9.10, whichever occurs
          first) shall be finally  resolved by (i) if arbitration is required to
          be undertaken by the Parties hereto by an applicable rule of an SRO to
          which  each  of  the  Company  and  Schwab  is a  member,  by  binding
          arbitration,  which shall be  conducted  before and under the rules of
          the NYSE then in effect,  unless some other rules are chosen by mutual
          consent  of the  Parties  or  applicable  Legal  Requirements  require
          arbitration  to be conducted in  accordance  with the rules of another
          exchange or SRO or (ii) in the event  arbitration  is not so required,
          in  accordance  with  Sections  11.9,  11.10 and 11.11 of the Purchase
          Agreement.   Any   arbitration   shall  be   conducted   before  three
          arbitrators,  all of whom shall be from the securities  industry,  and
          the decision of the arbitrators  shall be binding and  non-appealable,
          and the  prevailing  Party may enforce  such  decision in any court of
          competent  jurisdiction.  If such an  arbitration  is  conducted,  the
          Parties shall  cooperate with each other in causing the arbitration to
          be held in as efficient and  expeditious a manner as practicable  and,
          in this  connection,  use commercially  reasonable  efforts to furnish
          such documents and make available such persons within their control as
          the  arbitrators  may request.  All  proceedings  and decisions of any
          arbitrators  shall be maintained in confidence,  to the extent legally
          permissible,  and  shall  not  be  made  public  by any  Party  or the
          arbitrators  without the prior  written  consent of all Parties to the
          arbitration,   except  as  may  be   required  by   applicable   Legal
          Requirements.  Notwithstanding anything herein to the contrary, any of
          the Parties may seek a temporary  restraining  order or a  preliminary
          injunction  from  any  court  of  competent  jurisdiction  in order to
          prevent immediate and irreparable injury, loss or damage.

     Section 9.11. Registration and Filing of this Agreement.  To the extent, if
any,  that any Party  concludes in good faith that it is required by  applicable
Legal Requirements to file or register this Agreement or a notification  thereof
with  any  governmental  or  self-regulatory   authority,   including  the  U.S.
Securities  and Exchange  Commission,  such Party shall inform the other Parties
thereof and the Parties shall cooperate with one another each at its own expense
in such  filing or  notification  and shall  execute  all  documents  reasonably
required in connection  therewith.  In such filing or registration,  the Parties
shall request confidential  treatment of sensitive provisions of this Agreement,
to the extent  permitted by  applicable  Legal  Requirements.  The Parties shall
promptly  inform  one  another as to the  activities  or  inquiries  of any such
governmental  authority  relating  to this  Agreement,  and shall  cooperate  to
respond to any request for further information therefrom on a timely basis.

     Section 9.12. Force Majeure.  Without limiting any right that any Party may
have under Section 8.2,  the occurrence of an event which materially  interferes
with the ability of a Party to perform its obligations or duties hereunder which
is not  within  the  reasonable  control  of the Party  affected  and not due to
malfeasance  ("Force  Majeure"),  including,  but not limited to, an injunction,
order or  other  action  by a  governmental  authority,  fire,  accident,  labor
difficulty,  strike,  riot, civil commotion,  act of God or change in law, shall
not excuse such Party from the

                                     - 33 -

performance of its obligations or duties under this Agreement,  but shall merely
suspend such  performance  during the  continuation of Force Majeure.  The Party
prevented  from  performing  its  obligations or duties because of Force Majeure
shall  promptly  notify the other  Parties  hereto (the "Other  Parties") of the
occurrence  and  particulars  of such Force  Majeure and shall provide the Other
Parties, from time to time, with its best estimate of the duration of such Force
Majeure and with notice of the termination  thereof. The Party so affected shall
use reasonable  efforts to avoid or remove such causes of  nonperformance.  Upon
termination of Force  Majeure,  the  performance of any suspended  obligation or
duty shall promptly recommence.  If a Force Majeure event occurs that materially
interferes with the Company's ability to route Orders for execution,  Schwab may
elect to route any Covered Orders that would  otherwise be required to be routed
to the Company  pursuant to Section 2.1 to a  Broker-Dealer  or execution  venue
other than the Company during the term of the Force Majeure event.

     Section 9.13. Waiver. Any term or condition of this Agreement may be waived
at any time by the Party that is entitled to the  benefit  thereof,  but no such
waiver shall be effective unless set forth in a written instrument duly executed
by or on behalf of the Party  waiving such term or  condition.  No waiver by any
Party of any term or condition of this Agreement,  in any one or more instances,
shall be deemed to be or  construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion.  All remedies,  either under
this  Agreement  or by law or otherwise  afforded,  will be  cumulative  and not
alternative.

     Section 9.14. Relationship of the Parties.  Nothing in this Agreement shall
constitute the Company as an employee, or general representative of Schwab. This
Agreement  shall not  constitute  any Party as the legal  representative  of any
other Party,  nor shall any Party have the right or authority to assume,  create
or incur any  liability  or any  obligation  of any kind,  express  or  implied,
against,  or in the name of or on behalf of,  any other  Party.  This  Agreement
shall not  constitute,  create or in any way be  interpreted as a joint venture,
partnership or formal business organization of any kind.

     Section 9.15.  Bona Fide Customers.  Parent and Schwab agree that,  without
the Company's written consent,  they shall not, and shall cause their Affiliates
not to, sell or otherwise make available the routing services for Covered Orders
contemplated by this Agreement to third parties except to third parties that are
bona fide brokerage customers of Schwab or its Affiliates.




                 REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

                                     - 34 -

<PAGE>


     In Witness  Whereof,  each of the Parties has caused this  Agreement  to be
duly executed and delivered as of the day and year first above written.

                                            Charles Schwab & Co., Inc.



                                                By: /s/ Charles Goldman
                                                    ---------------------------
                                                    Name:  Charles Goldman
                                                    Title: EVP


                                            UBS Securites LLC



                                                By: /s/ Daniel Coleman
                                                    ----------------------------
                                                    Name:  Daniel Coleman
                                                    Title: Managing Director


                                                By: /s/ David Kelly
                                                    ----------------------------
                                                    Name:  David Kelly
                                                    Title: Executive Director
                                                           Legal & External
                                                           Affairs


                                            Schwab Capital Markets, L.P.



                                                By: /s/ Lawrence Leibowitz
                                                    ----------------------------
                                                    Name:  Lawrence Leibowitz
                                                    Title: Senior Managing
                                                           Director


                                            The Charles Schwab Corporation



                                                By: /s/ Christopher V. Dodds
                                                    ----------------------------
                                                    Name:  Christopher V. Dodds
                                                    Title: EVP





<PAGE>

                                   Schedule A

                        Execution Quality Service Levels



                    (**) - Ten (10) pages have been omitted.


                                      A-1


<PAGE>


                                   Schedule B
                    Operations and Technology Service Levels



                    (**) - Seven (7) pages have been omitted.


                                      B-1
<PAGE>

                                   Schedule C
                       Fee Schedule Related to Paid Orders

                      (**) - One (1) page has been omitted.


                                      C-1

<PAGE>


                                   Schedule D

                               Execution Guaranty



                  (**) - Fourteen (14) pages have been omitted.


                                       D-1

<PAGE>


                                   Schedule E

                                      Rates

                      (**) - One (1) page has been omitted.




                                       E-1

<PAGE>


                                   Schedule F

   SCM Execution Quality Service Levels for Exchange-listed Equity Securities

                     (**) - Two (2) pages have been omitted.


                                      F-1
<PAGE>


                                   Schedule G

                                 Alternate Rate

                      (**) - One (1) page has been omitted.


                                      G-1

<PAGE>

                                   Schedule H

                                SCM Order Detail

                  (**) - Fourteen (14) pages have been omitted.


                                      H-1

</TEXT>
</DOCUMENT>
