EXHIBIT 10.25

NEITHER THIS WARRANT NOR THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION
SHALL BE APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Void after 5:00 p.m. Eastern Standard Time, on July 30, 2011.


                    WARRANT TO PURCHASE CLASS A COMMON STOCK

                                       OF

                                  eSpeed, Inc.

     FOR VALUE RECEIVED, eSpeed, Inc. (the "Company"), a Delaware corporation,
hereby certifies that Deutsche Bank AG (the "Initial Holder"), or its permitted
assigns (together with the Initial Holder, the "Holder"), is entitled to
purchase from the Company, at any time or from time to time commencing on the
Exercise Date set forth in Section 4 hereof and prior to 5:00 P.M., Eastern
Standard Time, on July 30, 2011 a total of 150,000 fully paid and non-assessable
shares of Class A Common Stock, par value $.01 per share, of the Company for a
purchase price of $14.79 per share. (Hereinafter, (i) said Class A Common Stock,
together with any other equity securities which may be issued by the Company
with respect thereto or in substitution therefor, is referred to as the "Class A
Stock," (ii) the shares of the Class A Stock purchasable hereunder are referred
to as the "Warrant Shares," (iii) the aggregate purchase price payable hereunder
for the Warrant Shares is referred to as the "Aggregate Warrant Price," (iv) the
price payable hereunder for each of the Warrant Shares is referred to as the
"Per Share Warrant Price," (v) this Warrant, and all warrants hereafter issued
in exchange or substitution for this Warrant are referred to as the "Warrant"
and (vi) the holder of this Warrant is referred to as the "Holder.") This
Warrant is one of a series of warrants issued pursuant to a conversion of the
Series C Redeemable Convertible Preferred Stock, $.01 par value per share, of
the Company which were issued by the Company (collectively, the "Convertible
Preferred Stock") to Deutsche Bank AG (the "Subscriber" and together with any
other permitted holder of the Convertible Preferred Stock, the "Preferred Stock
Holders"). The number of Warrant Shares and the securities (if applicable) for
which this Warrant is exercisable and the Per Share Warrant Price are subject to
adjustment for certain corporate events occurring after July 30, 2001, 2001 as
hereinafter provided under Section 3.




     1. EXERCISE OF WARRANT. This Warrant may be exercised, in whole at any time
or in part from time to time, commencing on the Exercise Date set forth in
Section 4 hereof and prior to 5:00 P.M., Eastern Standard Time, on July 30, 2011
by the Holder of this Warrant by the surrender of this Warrant (with the
subscription form at the end hereof duly executed) at the address set forth in
Section 9(a) hereof, together with proper payment of the Aggregate Warrant
Price, or the proportionate part thereof if this Warrant is exercised in part.
The Aggregate Warrant Price or Per Share Warrant Price shall be paid in cash,
via wire transfer to an account designated by the Company, or by certified or
official bank check payable to the order of the Company.

     If this Warrant is exercised in part, the Holder shall receive a new
Warrant covering the number of Warrant Shares in respect of which this Warrant
has not been exercised and setting forth the proportionate part of the Aggregate
Warrant Price applicable to such Warrant Shares. Upon such surrender of this
Warrant, the Company will (a) issue a certificate or certificates in the name of
the Holder for the shares of the Class A Stock to which the Holder shall be
entitled, and (b) deliver the proportionate part thereof if this Warrant is
exercised in part, pursuant to the provisions of the Warrant.

     No fractional shares shall be issued upon the exercise of this Warrant.
With respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the fair market value of a share as reasonably determined by the
Company's Board of Directors.

     2. RESERVATION OF WARRANT SHARES. The Company agrees that, prior to the
expiration of this Warrant, the Company from and as of the date hereof, will
have authorized and in reserve, and will keep available, solely for issuance or
delivery upon the exercise of this Warrant, the shares of the Class A Stock as
from time to time shall be receivable upon the exercise of this Warrant.

     3. ADJUSTMENTS FOR CORPORATE EVENTS. The number and kind of securities
issuable upon the exercise of this Warrant, the Per Share Warrant Price and the
number of Warrant Shares for which this Warrant may be exercised shall be
subject to adjustment from time to time in accordance with the following
provisions:

          (a)  Reorganization, Reclassification. In the event of a
               reorganization, share exchange, or reclassification, other than a
               change in par value, or from par value to no par value, or from
               no par value to par value or a transaction described in
               subsection (b) or (c) below, this Warrant shall, after such
               reorganization, share exchange or reclassification, be
               exercisable into the kind and number of shares of stock or other
               securities or other property of the Company which the holder of
               this Warrant would have been entitled to receive if the holder
               had held the Warrant Shares issuable upon exercise of this
               Warrant immediately prior to such reorganization, share exchange,
               or


                                       2


               reclassification. The provision of this Section 3(a) shall
               similarly apply to successive reorganizations and
               reclassifications.

          (b)  Merger, Consolidation or Sale of All or Substantially All Assets.
               In the event of a merger or consolidation to which the Company is
               a party or the sale of all or substantially all of the assets of
               the Company, this Warrant shall, after such merger, consolidation
               or sale, be exercisable for the kind and number of shares of
               stock and/or other securities, cash or other property which the
               holder of this Warrant would have been entitled to receive if the
               holder had held the Warrant Shares issuable upon exercise of this
               Warrant immediately prior to such merger, consolidation or sale.
               Any such merger, consolidation or sale shall require, as a
               condition thereto, that such other party to such merger,
               consolidation or sale agree in writing to assume this Warrant.
               The provision of this Section 3(b) shall similarly apply to
               successive mergers and transfers.

          (c)  Subdivision or Combination of Shares. In case outstanding shares
               of Class A Stock shall be subdivided, the Per Share Warrant Price
               shall be proportionately reduced as of the effective date of such
               subdivision, or as of the date a record is taken of the holders
               of Class A Stock for the purpose of so subdividing, whichever is
               earlier. In case outstanding shares of Class A Stock shall be
               combined, the Per Share Warrant Price shall be proportionately
               increased as of the effective date of such combination, or as of
               the date a record is taken of the holders of Class A Stock for
               the purpose of so combining, whichever is earlier.

          (d)  Stock Dividends. In case shares of Class A Stock are issued as a
               dividend or other distribution on the Class A Stock (or such
               dividend is declared), then the Per Share Warrant Price shall be
               adjusted, as of the date a record is taken of the holders of
               Class A Stock for the purpose of receiving such dividend or other
               distribution (or if no such record is taken, as at the earliest
               of the date of such declaration, payment or other distribution),
               to that price determined by multiplying the Per Share Warrant
               Price in effect immediately prior to such declaration, payment or
               other distribution by a fraction (i) the numerator of which shall
               be the number of shares of Class A Stock outstanding immediately
               prior to the declaration or payment of such dividend or other
               distribution, and (ii) the denominator of which shall be the
               total number of shares of Class A Stock outstanding immediately
               after the declaration or payment of such dividend or other
               distribution. In the event that the Company shall declare or pay
               any dividend on the Class A Stock payable in any right to acquire
               Class A Stock for no consideration, then, for purposes of
               calculating such adjustment, the Company shall be deemed to have
               made a dividend payable in Class A


                                       3


               Stock in an amount of shares equal to the maximum number of
               shares issuable upon exercise of such rights to acquire Class A
               Stock.

          (e)  Adjustment of Aggregate Number of Warrant Shares Issuable. Upon
               each adjustment of the Per Share Warrant Price under the
               provisions of this Section 3, the aggregate number of Warrant
               Shares issuable upon exercise of this Warrant shall be adjusted
               to the nearest whole number to an amount determined by
               multiplying the Warrant Shares issuable prior to such adjustment
               by a fraction (x) the numerator of which is the Per Share Warrant
               Price in effect immediately prior to the event causing such
               adjustment and (y) the denominator of which is the adjusted Per
               Share Warrant Price.

          (f)  Minimum Adjustment. No adjustment of the Per Share Warrant Price
               shall be made if the amount of any such adjustment would be an
               amount less than 1% of the Per Share Warrant Price then in
               effect, but any such amount shall be carried forward and an
               adjustment in respect thereof shall be made at the time of and
               together with any subsequent adjustment which, together with such
               amount and any other amount or amounts so carried forward, shall
               aggregate an increase or decrease of 1% or more. All calculations
               under this Section 3 shall be made to the nearest cent ($.01).

          (g)  Treasury Shares. The number of shares of Class A Stock at any
               time outstanding shall not include any shares thereof then
               directly or indirectly owned or held by or for the account of the
               Company.

          (h)  Notices. If at any time, (x) the Company shall declare a stock
               dividend (or any other distribution except for cash dividends) on
               its Class A Stock; (y) there shall be any capital reorganization
               or reclassification of the Class A Stock, or any consolidation or
               merger to which the Company is a party, or any sale or transfer
               of all of substantially all of the assets of the Company; or (z)
               there shall be a voluntary or involuntary dissolution,
               liquidation or winding-up of the Company; then, in any one or
               more of such cases, the Company shall give written notice to the
               Holder, not less than 10 days before any record date or other
               date set for definitive action, or of the date on which such
               reorganization, reclassification, sale, consolidation, merger,
               dissolution, liquidation or winding up shall take place, as the
               case may be. Such notice shall also set forth such facts as shall
               indicate the effect of such action (to the extent such effect may
               be known at the date of such notice) on the current Per Share
               Warrant Price and the kind and amount of Class A Stock and other
               securities and property deliverable upon exercise of this
               Warrant. Such notice shall also specify the date (to the extent
               known) as of which the holders of the Class A Stock of record
               shall be



                                       4


               entitled to exchange their Class A Stock for securities or other
               property deliverable upon such reorganization, reclassification,
               sale, consolidation, merger, dissolution, liquidation or winding
               up, as the case may be. In addition, whenever the aggregate
               number of Warrant Shares issuable upon exercise of this Warrant
               and Per Share Warrant Price is adjusted as herein provided, the
               Chief Financial Officer of the Company shall compute the adjusted
               number of Warrant Shares and Per Share Warrant Price in
               accordance with the foregoing provisions and shall prepare a
               written certificate setting forth such adjusted number of Warrant
               Shares and Per Share Warrant Price, and such written instrument
               shall promptly be delivered to the recordholder of this Warrant.

     4. EXERCISE OF WARRANT. This Warrant shall be vested and exercisable in its
entirety immediately upon issuance (the "Exercise Date").

     5. FULLY PAID STOCK; TAXES. The Company agrees that the shares of the Class
A Stock represented by each and every certificate for Warrant Shares delivered
on the proper exercise of this Warrant shall, at the time of such delivery, be
validly issued and outstanding, fully paid and non-assessable, and not subject
to preemptive rights, and the Company will take all such actions as may be
necessary to assure that the par value or stated value, if any, per share of the
Class A Stock is at all times equal to or less than the then Per Share Warrant
Price. The Company further covenants and agrees that it will pay, when due and
payable, any and all federal and state stamp, original issue or similar taxes
that may be payable in respect of the issuance of any Warrant Shares or
certificates therefor.

     6. TRANSFER

     (a) Securities Laws. Neither this Warrant nor the Warrant Shares issuable
upon the exercise hereof have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), or under any state securities laws and unless
so registered may not be transferred, sold, pledged, hypothecated or otherwise
disposed of unless an exemption from such registration is available. In the
event the Holder desires to transfer this Warrant or any of the Warrant Shares
issued in accordance with the terms hereof, the Holder must give the Company
prior written notice of such proposed transfer including the name and address of
the proposed transferee, unless such transfer is a transfer of the Warrant
Shares pursuant to an effective Registration Statement. Such transfer may be
made only either (i) upon publication by the Securities and Exchange Commission
(the "Commission") of a ruling, interpretation, opinion or "no action letter"
based upon facts presented to said Commission, or (ii) upon receipt by the
Company of an opinion of counsel reasonably acceptable to the Company to the
effect that the proposed transfer will not violate the provisions of the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or the rules and regulations promulgated under either such act, or to the
effect that the Warrant or Warrant Shares to be sold or transferred have been
registered under the Securities Act, and that there is in effect a current
prospectus meeting the requirements of Subsection 10(a) of the Securities Act,
which is being or will be delivered to


                                       5


the purchaser or transferee at or prior to the time of delivery of the
certificates evidencing the Warrant or Warrant Shares to be sold or transferred.
The Warrant Shares are Registrable Securities within the meaning of that certain
Registration Rights Agreement by the Company and the Preferred Stock Holder,
dated July 30, 2001, as the same may be amended, modified or supplemented from
time to time in accordance with the terms thereof.

     (b) Swap Transactions. Without the prior written consent of the Company,
the Holder may not enter into any swap transaction relating to this Warrant, the
Warrant Shares (prior to the issuance thereof), or any interest therein, it
being acknowledged and understood that hedging transactions can be entered into
with respect to Warrants that have been issued. In no event shall the
restrictions contained in this paragraph apply to any Warrant Shares that have
been issued.

     (c) Transfer. The Subscriber understands and agrees that it may not,
without the Company's prior written consent, directly or indirectly, make any
offer, sale, short sale, assignment, transfer, pledge, encumbrance, contract to
sell, grant of an option to purchase or other disposition of (each of the
above-described actions being referred to herein as a "Transfer"), or enter into
any swap transaction relating to, the Warrant, or any interest therein, prior to
the exercise of the Warrant and the issuance of Warrant Shares (other than a
Transfer of the Warrants by the Subscriber to an Affiliate, as defined below (a
"Permissible Transfer"); provided, that any permissible transferee shall, prior
to and as a condition precedent to such Transfer, execute a counterpart copy of
this Warrant. If the Subscriber makes a Permissible Transfer, the Subscriber
agrees not to Transfer all or a controlling ownership interest in such
Affiliate-transferee except to another Affiliate (whereupon such Affiliate shall
not Transfer such controlling ownership interest in such Affiliate-transferee
except to another Affiliate of the Subscriber as long as such transferee owns
the Warrant. Any sale, assignment, transfer, pledge, encumbrance or other
disposition of this Warrant or any interest herein, attempted contrary to the
provisions of this Warrant, shall be null and void and without effect. The
provisions of this Section 6(c) shall not be applicable to the Warrant Shares.

     (d) Legend and Stop Transfer Orders. Unless the Warrant Shares have been
registered under the Securities Act or eligible for resale pursuant to Rule
144(k) under the Securities Act, upon exercise of any part of the Warrant and
the issuance of any of the Warrant Shares, the Company shall instruct its
transfer agent to enter stop transfer orders with respect to such shares, and
all certificates representing Warrant Shares shall bear on the face thereof
substantially the following legend, insofar as is consistent with Delaware law:

               "The shares of Class A Common Stock represented by this
               certificate have not been registered under the Securities Act of
               1933, as amended, and may not be sold, offered for sale,
               assigned, transferred or otherwise disposed of unless registered
               pursuant to the



                                       6


               provisions of that Act or an opinion of counsel to the Company is
               obtained stating that such disposition is in compliance with an
               available exemption from such registration."

     7. LOSS, ETC. OF WARRANT. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of
indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of this Warrant if mutilated, the Company
shall execute and deliver to the Holder a new Warrant of like date, tenor and
denomination.

     8. WARRANT HOLDER NOT SHAREHOLDER. Except as otherwise provided herein,
this Warrant does not confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a shareholder, prior
to the exercise hereof. Notwithstanding the foregoing, if the Company shall no
longer be required to file reports pursuant to Sections 12 or 15(d) of the
Exchange Act, the Company will deliver to Holder such information, documents,
and reports as are generally distributed to the holders of any class or series
of the Company's securities concurrently with the distribution thereof to the
shareholders.

     9. COMMUNICATION. No notice or other communication under this Warrant shall
be effective unless the same is in writing and sent by overnight courier,
delivered in person or mailed by first-class mail, postage prepaid, addressed
to:

          (a)  the Company at 135 East 57th Street, New York, New York 10022,
               Attention: General Counsel, Facsimile No.: (212) 829-5441 or such
               other address as the Company has designated in writing to the
               Holder, or

          (b)  the Holder at such address as the Holder has designated in
               writing to the Company.

     10. HEADINGS. The headings of this Warrant have been inserted as a matter
of convenience and shall not affect the construction hereof.

     11. APPLICABLE LAW. This Warrant shall be governed by and construed in
accordance with the law of the State of New York without giving effect to the
principles of conflict of laws thereof.

     12. COMPLIANCE WITH OTHER INSTRUMENTS. Company represents and warrants to
Holder that the execution and delivery of this Warrant are not, and the issuance
of the Warrant Shares upon exercise of this Warrant in accordance with the terms
hereof will not be, inconsistent with the Company's charter or bylaws, do not
and will not contravene any law,


                                       7


governmental rule or regulation, judgment or order applicable to the Company,
and do not and will not conflict with or contravene any provision of, or
constitute a default under, any indenture, mortgage, contract or other
instrument of which the Company is a party or by which it is bound or require
the consent or approval of, the giving of notice to, the registration or filing
with or the taking of any action in respect of or by, any Federal, state or
local government authority or agency or other person, except for the filing of
notices pursuant to federal and state securities laws, which filings will be
effected by the time required thereby.

     13. MODIFICATION AND WAIVER. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the Company and the holder of this Warrant, except that changes or
waivers that adversely affect the rights of any Preferred Stock Holder under its
Warrant (other than the holder of this Warrant) disproportionately to the rights
of the other Preferred Stock Holders under their respective Warrants shall be in
writing and signed by all of the Preferred Stock Holders and the Company.

     14. BINDING EFFECT ON SUCCESSORS. This Warrant shall be binding upon any
entity succeeding the Company by merger, consolidation or acquisition of all or
substantially all of the Company's assets, and all of the obligations of the
Company relating to the Warrant Shares issuable upon the exercise of this
Warrant shall survive the exercise and termination of this Warrant and all of
the covenants and agreements of the Company shall inure to the benefit of the
successors and permitted assigns of the holder hereof. The Company will, at the
time of the exercise or conversion of this Warrant, in whole or in part, upon
request of the holder hereof, but at the Company's expense, acknowledge in
writing its continuing obligation to Holder in respect of any rights (including,
without limitation, any right to registration of the Warrant Shares) to which
the holder hereof shall continue to be entitled after such exercise or
conversion in accordance with this warrant; provided, that the failure of Holder
to make any such request shall not affect the continuing obligation of the
Company to the holder hereof in respect of such rights.

     15. REMEDIES. In case any one or more of the covenants and agreements
contained in this Warrant shall have been breached, Holder (in the case of a
breach by the Company), or the Company (in the case of a breach by Holder), may
proceed to protect and enforce their or its rights either by suit in equity
and/or by action at law, including, but not limited to, an action for damages as
a result of any such breach and/or an action for specific performance of any
such covenant or agreement contained in this Warrant.

     16. NO IMPAIRMENT OF RIGHTS. The Company will not, by amendment of its
Charter (except as permitted in the Certificate of Designation relating to the
applicable series of Convertible Preferred Stock pursuant to which this Warrant
was issued) or through any other means, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
action as may be necessary in order to protect the rights of the holder of this
Warrant against impairment.


                                       8


     17. SEVERABILITY. The invalidity or unenforceability of any provision of
this Warrant in any jurisdiction shall not affect the validity or enforceability
of such provision in any other jurisdiction, or affect any other provision of
this Warrant, which shall remain in full force and effect.


IN WITNESS WHEREOF, eSpeed, Inc. has caused this Warrant to be signed by a duly
authorized officer as of the 1st day of August, 2002.


                                          eSpeed, Inc.


                                          By: /s/ Lee M. Amaitis
                                              ------------------------------
                                              Lee M. Amaitis
                                              Global Chief Operating Officer






                                       9





                                  SUBSCRIPTION


         The undersigned, __________________________________________, pursuant
to the provisions of the foregoing Warrant, hereby agrees to subscribe for the
purchase of _________________________ shares of the Class A Common Stock of
eSpeed, Inc. covered by said Warrant, and makes payment therefor in full at the
price per share provided by said Warrant.

Dated __________________                     Signature__________________________
                                               Address__________________________
                                                      __________________________




                                   ASSIGNMENT

         FOR VALUE RECEIVED _________________________ hereby sells, assigns and
transfers unto _________________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint
_________________________, attorney, to transfer said Warrant on the books of
eSpeed, Inc.

Dated __________________                     Signature__________________________
                                               Address__________________________
                                                      __________________________




                               PARTIAL ASSIGNMENT

         FOR VALUE RECEIVED _________________________ hereby assigns and
transfers unto _________________________ the right to purchase
_________________________ shares of the Class A Common Stock of eSpeed, Inc. by
the foregoing Warrant, and a proportionate part of said Warrant and the rights
evidenced hereby, and does irrevocably constitute and appoint
_________________________, attorney, to transfer that part of said Warrant on
the books of eSpeed, Inc.




Dated __________________                     Signature__________________________
                                               Address__________________________
                                                      __________________________

                                                                   EXHIBIT 10.26






                  AMENDED AND RESTATED JOINT SERVICES AGREEMENT



                                     between


                            CANTOR FITZGERALD, L.P.,

On behalf of itself and its direct and indirect, current and future,
subsidiaries, other than eSpeed, Inc. and its direct and indirect, current and
future, subsidiaries

                                       and

                                  eSPEED, INC.,

On behalf of itself and its direct and indirect, current and future,
subsidiaries

                            Dated as of May 12, 2003






________________________________________________________________________________

________________________________________________________________________________






                  AMENDED AND RESTATED JOINT SERVICES AGREEMENT

     This AMENDED AND RESTATED JOINT SERVICES AGREEMENT is made and entered into
as of May 12, 2003, among Cantor Fitzgerald, L.P., a Delaware limited
partnership ("CFLP"), on behalf of itself and its direct and indirect, current
and future, subsidiaries, other than eSpeed, Inc. and its direct and indirect,
current and future, subsidiaries (the "Cantor Parties"), on the one hand, and
eSpeed, Inc., a Delaware corporation ("eSpeed"), on behalf of itself and its
direct and indirect, current and future, subsidiaries (the "eSpeed Parties"), on
the other hand. All capitalized terms used in this Agreement and not otherwise
defined shall have the meanings ascribed to such terms in Section 1 of this
Agreement. Each direct and indirect subsidiary of CFLP and eSpeed will
automatically become a party to this Agreement, unless it becomes a party to a
substantially identical separate agreement, provided, however, that this
Agreement shall not apply to any subsidiary, division or business unit of CFLP
at such time as it is no longer controlled by CFLP or one of its direct or
indirect subsidiaries, subject to reasonable arrangements and services provided
during reasonable transitional periods, unless such entity contemporaneously
with such change of control otherwise agrees in writing to be governed hereby.

                              W I T N E S S E T H:

     WHEREAS, the eSpeed Parties and the Cantor Parties wish to amend and
restate the Amended and Restated Joint Services Agreement among the Cantor
Parties and the eSpeed Parties dated as of April 1, 2001, as amended;

     NOW, THEREFORE, in consideration of the premises contained herein, it is
agreed as follows:

     1. Defined Terms. For purposes of this Agreement, the following terms have
the meanings specified or referred to in this Section 1:

     "Ancillary IT Services" means technology support services (other than in
respect of the Electronic Energy Marketplace and the Electronic Emissions
Marketplace), including, but not limited to, (i) systems administration, (ii)
internal network support, (iii) support and procurement for desktops of Cantor
Party end-user equipment, (iv) operations and disaster recovery services, (v)
voice communications, (vi) support and development of systems for Clearance,
Settlement and Fulfillment Services, (vii) systems support for Cantor Party
brokers, and (viii) electronic applications systems and network support and
development for Unrelated Dealer Businesses; provided that Ancillary IT Services
does not include (i) the provision of desktop hardware for use by Cantor Party
employees or (ii) the eSpeed Equity Order Routing Business.

     "Baseline Gaming Budget" means $750,000 for each calendar quarter, which
shall be the minimum amount of costs required to be incurred by the eSpeed
Parties with respect to any quarter for Gaming Development Services and
Ancillary IT Services in connection with a Gaming Business, as requested by the
Cantor Parties.





     "Cantor Exchange" means Cantor Financial Futures Exchange, Inc. and any
successor thereto or to the operations thereof.

     "Cantor Services" means any one of, or any combination of, Voice Assisted
Brokerage Services, Clearance, Settlement and Fulfillment Services and Related
Services.

     "Clearance, Settlement and Fulfillment Services" means all such services as
are necessary to clear, settle and fulfill, or arrange settlement or fulfillment
as a name give-up or other intermediary of, in accordance with customary market
practice and taking into account applicable regulatory requirements, a purchase
and sale of a particular Product, including, but not limited to, collection of
money; arrangement of delivery of Products; receipt, delivery and maintenance of
margin and collateral, if appropriate; dealing with issues relating to failures
to receive or deliver payments or Products; and collection and payment of
transfer or similar taxes, to the extent applicable to such Product. Clearance,
Settlement and Fulfillment Services may include, but are not limited to, acting
as a riskless principal or other intermediary between the buyer and the seller
of a Product.

     "CO2e" means CO2e.com, LLC and its subsidiaries.

     "Collaborative Marketplace" means an Electronic Marketplace that is
operated by a Cantor Party and an eSpeed Party in collaboration pursuant to
Section 3 of this Agreement. All Marketplaces shall be Collaborative
Marketplaces, unless otherwise determined in accordance with this Agreement. In
no event shall the Electronic Energy Marketplace, the Electronic Emissions
Marketplace or a marketplace involved in a Gaming Business or an Unrelated
Dealer Business be deemed to be a Collaborative Marketplace for purposes of this
Agreement.

     "Convention" means the United Nations Framework Convention on Climate
Change.

     "Electronic Brokerage Services" means the effecting of transactions in, and
purchases and sales of, a Product on an Electronic Marketplace in and through
the operation of an Electronic Trading System. Electronic Brokerage Services
include, but are not limited to, the provision and operation of network
distribution systems, transaction processing systems and customer interface
systems, in each case that are related to the effecting of transactions in, and
purchases and sales of, a Product on an Electronic Marketplace. Electronic
Brokerage Services do not include Voice Assisted Brokerage Services, Clearance,
Settlement and Fulfillment Services, Information Services or Related Services.

     "Electronic Emissions Marketplace" means the marketplace and affiliated web
portal sponsored by CO2e on or through which wholesale transactions in, and
purchases and sales of, GHG Emission Reduction Units and derivatives thereof,
including futures contracts and options on futures contracts involving GHG
Emission Reduction Units (and related services) may be effected in whole or in
part electronically.

     "Electronic Gaming Marketplace" means a marketplace in which transactions
constituting all or a portion of a Gaming Business may be effected in whole or
in part electronically, but does not include a marketplace involving a Gaming
Business that is merely electronically assisted, such as screen assisted phone
betting.


                                                                               2


     "Electronic Marketplace" means a Marketplace on which transactions in, and
purchases and sales of, Products may be effected in whole or in part
electronically, but does not include a Marketplace that is merely electronically
assisted, such as screen assisted open outcry. In no event shall the Electronic
Energy Marketplace, the Electronic Emissions Marketplace or a marketplace
involved in a Gaming Business or an Unrelated Dealer Business be deemed to be an
Electronic Marketplace for purposes of this Agreement.

     "Electronic Energy Marketplace" means the marketplace and affiliated web
portal sponsored by TradeSpark on or through which North American wholesale
transactions in, and purchases and sales of, Energy Products and derivatives
thereof, including futures contracts and options on futures contracts involving
Energy Products (and related services) may be effected in whole or in part
electronically. Only transactions that are to be executed, settled and delivered
in North America shall be effected on or through the Electronic Energy
Marketplace.

     "Electronic Trading System" means, as to any Electronic Marketplace, the
hardware, software, network infrastructure and other similar assets that are
used to effect purchases and sales in that Electronic Marketplace.

     "Emissions Government Agency" means any national, international, federal,
provincial, state, municipal, county, regional or local government or authority,
and includes: (i) any department, commission, bureau, board, administrative
agency or regulatory body of any government; (ii) an Emissions International
Agency; (iii) any person or corporation acting as a Registrar in connection with
a GHG Emission Reductions Registry; or (iv) any person or corporation acting as
an agent for an Emissions Governmental Agency.

     "Emissions International Agency" means any international commission,
bureau, board, administrative agency or regulatory body responsible for measures
to achieve objectives of the Convention.

     "Energy Products" means natural gas, electricity, coal, sulphur dioxide and
nitrogen oxides emissions allowances, and weather financial products.

     "eSpeed Equity Order Routing Business" means those activities that shall be
conducted from time to time by the eSpeed Parties in connection with electronic
execution of equity trade orders that are transmitted for the Cantor Parties on
behalf of their customers directly to an unaffiliated exchange or electronic
communications network (ECN).

     "eSpeed Equity Order Routing Business Net Revenues" means eSpeed Equity
Order Routing Business Revenues, LESS all marketing costs, help desk/customer
support costs, sales costs (including all sales commissions), clearing fees and
all other direct third-party costs, each as incurred by the eSpeed Parties or
the Cantor Parties.

     "eSpeed Equity Order Routing Business Revenues" means the fees,
commissions, spreads, markups or other similar amounts received, directly or
indirectly by the eSpeed Parties or the Cantor Parties, from a customer in
consideration for the provision of services connected with the eSpeed Equity
Order Routing Business.

                                                                               3


     "eSpeed Marketplace" means a Marketplace (i) in which an eSpeed Party
renders Electronic Brokerage Services and (ii) that is not a Collaborative
Marketplace. In no event shall a marketplace involved in a Gaming Business or an
Unrelated Dealer Business be deemed an eSpeed Marketplace for the purposes of
this Agreement.

     "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.

     "Financial Product" means any financial asset or financial instrument, any
intangible commodity or any tangible fungible commodity, including, but not
limited to, any security, futures contract, foreign exchange transaction, swap
transaction, credit derivative, repurchase or reverse repurchase obligation,
currency or swap (as currently defined in the Federal Bankruptcy Code of 1978)
or any option or derivative on any of the foregoing; provided that in no event
shall (x) any Energy Product traded on the Electronic Energy Marketplace or any
derivative thereof, including futures contracts and options on futures contracts
involving Energy Products traded on the Electronic Energy Marketplace or (y) any
GHG Emission Reduction Unit traded on the Electronic Emissions Marketplace or
any derivative thereof, including futures contracts and options on futures
contracts involving GHG Emission Reduction Units traded on the Electronic
Emissions Marketplace, be considered a Financial Product, or (z) any product
traded in a marketplace involving a Gaming Business or an Unrelated Dealer
Business be considered a Financial Product.

     "Gaming Business" means the current business conducted by Cantor Index
Holdings, L.P. ("CIH") or a subsidiary thereof, which consists of financial
spread betting and equity contracts for difference, and those activities
described in clauses (i) through (iv) below that shall be conducted from time to
time in the future by CIH or any of its subsidiaries controlled by CIH, directly
or through its subsidiaries. Gaming Business shall also mean activities that the
Cantor Parties may irrevocably designate in writing from time to time, primarily
with individual customers, directly or indirectly, wherever located and however
conducted, currently and in the future, that involve (i) receiving or
negotiating bets or conducting pool betting operations or the provision of
services in connection therewith; (ii) organizing or conducting gaming or the
provision of services in connection therewith; (iii) organizing or conducting
the distribution of prizes by lot or chance or the provision of services in
connection therewith; and (iv) activities similar or related to the foregoing
activities, including without limitation activities commonly known as fantasy
games, hypothetical or virtual betting and spread betting, contracts for
differences, gambling, odds making, lotteries, gaming, wagering, staking,
drawing or casting lots; provided, however, that Gaming Business shall also
include, to the extent and only to the extent designated by the Cantor Parties
separately and in writing, those activities that would be gaming activities
except for the fact that they are not conducted with individual customers,
directly or indirectly, to the extent to which they are part of, ancillary to or
substantially connected with the activities described in clauses (i) and/or (ii)
above; provided, further, that Gaming Business does not include a Multi-dealer
Futures Business. For the purposes of this definition, "bet" means entering into
a contract by which each party undertakes to pay or forfeit to the other money
or other value if an issue, in doubt at the time of the contract, is determined
in accordance with the other party's forecast; "gaming" means the playing of a
game of chance for winnings in money or other value; and "game of chance"
includes a game of chance and skill combined and a pretended "game of chance."



                                                                               4


     "Gaming Development Services" means the services provided by the eSpeed
Parties in connection with developing or otherwise acquiring technology in
connection with a Gaming Business for the Cantor Parties; provided that Gaming
Development Services does not include the provision of desktop hardware for use
by Cantor Party employees.

     "Gaming Product" means any intangible asset, good or interest that can be
bought or sold or otherwise is the subject of an activity constituting a Gaming
Business.

     "Gaming Revenue Share" means 25% of Gaming Transaction Revenues.

     "Gaming Transaction Revenues" means the net trading revenues (as determined
by the Cantor Parties in a manner consistent with their customary business
practices) and all other net fees (including without limitation participation
fees, commissions, spreads, markups or other similar amounts) received from a
customer in connection with participation by such customer in activities
constituting a Gaming Business.

     "GHG Emissions" means carbon dioxide, methane, nitrous oxide,
hydrofluorocarbons, perflurocarbons and any other gas substance that is the
subject of the Convention and related protocols, treaties, agreements and
instruments, or other gases, tradable renewable energy instruments, and other
tradable environmental instruments subject to domestic, regional, or
international regulation.

     "GHG Emission Reductions" means a reduction in GHG Emissions.

     "GHG Emission Reduction Units" means all rights, benefits, title and
interest related, in whole or in part, to GHG Emission Reductions, or
derivatives thereof, including futures contracts and options on futures
contracts involving GHG Emission Reduction Units, whether in existence as of the
date of this Agreement or arising in the future, without limitation: (i) any
credit issued or granted by an Emissions Government Agency in connection with
GHG Emission Reductions; (ii) any tradable allowance or allocated pollution
right issued or granted in connection with GHG Emission Reductions; (iii) the
sole right to claim credit in any reporting program established or maintained by
any Emissions Government Agency for creation of GHG Emission Reductions; (iv)
the sole right to bank GHG Emission Reductions in any registry system
established or maintained by any Emissions Government Agency or non-governmental
organization or entity (a "GHG Emission Reductions Registry"); (v) the sole
right to any form of acknowledgment by an Emissions Governmental Agency that
actions have been taken by a party or parties in connection with GHG Emission
Reductions that result in the reduction, avoidance, sequestration or mitigation
of GHG Emissions; (vi) the sole right to use GHG Emission Reductions; (vii) the
sole right to any form of acknowledgment by an Emissions Government Agency to
claim reduction from an emissions baseline when that baseline can be used for
establishing a tradable GHG Emission allowance allocation, and that beneficial
ownership in this reduction, avoidance, sequestration or mitigation or related
tradable allowances can be; (viii) banked for credit in the event of regulation
requiring a party to reduce, avoid, compensate for or otherwise mitigate GHG
Emissions; (ix) claimed by a party for credit against that party's compliance
requirement; (x) put to any other sanctioned use; or (xi) transferred to another
party for any reason; (xii) the sole right to any form of acknowledgment by an
Emissions International Agency in respect of GHG Emission Reductions including
that the GHG Emission Reductions


                                                                               5


constitute tradable emissions reduction units; and (xiii) the sole right to any
offset of anthropogenic GHG Emissions caused wholly or in part by the GHG
Emission Reductions.

     "Information" means information relating to bids, offers or trades, or any
other information, that is input into, created by or otherwise resides on an
Electronic Trading System or is created in connection with a Gaming Business or
an Unrelated Dealer Business.

     "Information Services" means the provision of Information to a Person with
respect to a Marketplace, a Gaming Business or an Unrelated Dealer Business as a
separate service not in connection with transactions by such Person on such
Marketplace or in connection with a Gaming Business or an Unrelated Dealer
Business. Information Services shall not include the provision of Information to
purchasers and sellers of a Product incident to the provision of Electronic
Brokerage Services and/or Voice Assisted Brokerage Services to such customers.

     "Marketplace" means a marketplace operated or to be operated by the Cantor
Parties and/or the eSpeed Parties in and through which buyers and sellers of a
Product may effect transactions in the Product. In no event shall the Electronic
Energy Marketplace, the Electronic Emissions Marketplace or a marketplace
involved in a Gaming Business or an Unrelated Dealer Business be deemed to be a
Marketplace for purposes of this Agreement.

     "Multi-dealer Futures Business" means activities with respect to futures
contracts and options on futures contracts in marketplaces which, with respect
to activities in such futures contracts and options on futures contracts, permit
prices to be regularly offered by more than four market making entities
("dealers") that trade such futures contracts or options on futures contracts
with multiple buyers and sellers.

     "New Market Notice" means, with respect to a Marketplace, a written notice
describing with reasonable specificity the anticipated nature, general level of
volume and trading needs of that Marketplace.

     "North America" means the United States, Canada and Mexico.

     "Person" means any corporation, general or limited partnership, limited
liability company, joint venture, estate, trust, association, organization or
other entity or governmental or regulatory authority or agency.

     "Product" means any tangible or intangible asset or good, other than (i) an
Energy Product traded on the Electronic Energy Marketplace or any derivative
thereof, including futures contracts and options on futures contracts involving
Energy Products traded on the Electronic Energy Marketplace, (ii) a GHG Emission
Reduction Unit traded on the Electronic Emissions Marketplace or any derivative
thereof, including futures contracts and options on futures contracts involving
GHG Emission Reduction Units traded on the Electronic Emissions Marketplace or
(iii) a product traded in a marketplace involving a Gaming Business or an
Unrelated Dealer Business.

     "Product or Pricing Decisions" means, as to an Electronic Marketplace for a
particular Product, (i) the definition of the Product, (ii) the hours of
operation of the Marketplace, (iii) the rules relating to trading priority,
incentives and other trading related issues and (iv) the


                                                                               6


rates and schedules of commissions and other Transaction Revenues for the
Marketplace, including any variation thereof for particular customers or classes
of customers.

     "Related Services" includes (i) credit and risk management services, (ii)
services related to sales positioning of Products, (iii) oversight of customer
suitability and regulatory compliance and (iv) such other services customary to
brokerage operations as are agreed to by CFLP and eSpeed.

     "TradeSpark" means TradeSpark, L.P.

     "Transaction Revenues" means the standard fees, commissions, spreads,
markups or other similar standard amounts received from a customer in connection
with effecting transactions in a Marketplace.

     "Unrelated Dealer Businesses" means (i) the equity businesses of the Cantor
Parties as they may exist from time to time, (ii) the money market instruments
and securities lending divisions of the Cantor Parties as they may exist from
time to time, (iii) any business or portion thereof or activity in which a
Cantor Party acts as a dealer or otherwise takes market risk or positions,
including in the process of executing matched principal transactions, providing
the services of a specialist or market maker or providing trading or arbitrage
operations, (iv) any activities that are not within the definition of Gaming
Business but would be if so designated by a Cantor Party, as set forth in the
definition of Gaming Business herein, and (v) any business not involving
operating a Marketplace, other than a Gaming Business.

     "Voice Assisted Brokerage Services" means the effecting of transactions in,
and purchases and sales of, a Product on an Electronic Marketplace in and
through a broker or other human intermediary, in each case who is an employee
of, or providing services to, a Cantor Party. Voice Assisted Brokerage Services
include the entry of an order by a broker or other human intermediary into the
Electronic Trading System.

     2. Term. The term of this Agreement shall be in effect perpetually, unless
sooner ended by the mutual agreement, in writing, of CFLP and eSpeed (the
"Term").

     3. Joint Services in Collaborative Marketplaces.

          (a) Subject to the terms and conditions stated herein, the Cantor
     Parties and the eSpeed Parties intend to collaborate in providing brokerage
     services to customers in and through Electronic Marketplaces. In any case
     in which the Cantor Parties and the eSpeed Parties do so collaborate, the
     Marketplace shall be a Collaborative Marketplace and the respective
     authority, responsibilities and obligations of the parties shall be
     governed by this Section 3.

          (b) In the case of each Collaborative Marketplace, any Product or
     Pricing Decision shall be made jointly by the Cantor Parties and the eSpeed
     Parties. If the parties are unable to agree on a particular Product or
     Pricing Decision after good faith efforts to do so, then the final Product
     or Pricing Decision shall be made by (i) a Cantor Party, in the case of a
     Marketplace or the portion thereof in which or for which a Cantor Party
     provides any Voice Assisted Brokerage Services, and (ii) an eSpeed Party,
     in the case of


                                                                               7


     a fully electronic Marketplace (that is, a Marketplace in which no Cantor
     Party provides Voice Assisted Brokerage Services) or the portion of a
     Marketplace that is fully electronic; provided, however, that no Product
     and Pricing Decision made by an eSpeed Party with respect to a fully
     electronic Marketplace shall result in the Cantor Party's share of
     Transaction Revenues for the transactions effected in the Marketplace being
     less than the amount necessary to cover the Cantor Party's actual costs of
     providing Cantor Services in connection with such Marketplace.

          (c) In the case of each Collaborative Marketplace, the applicable
     eSpeed Party (i) shall own and operate the Electronic Trading System
     associated with the Electronic Marketplace, (ii) shall be responsible, as
     between the parties, for the provision of Electronic Brokerage Services to
     customers and (iii) except as provided above with respect to Product or
     Pricing Decisions, shall have reasonable discretion as to the manner and
     means of operating the Electronic Trading System and providing Electronic
     Brokerage Services to customers and Cantor brokers in connection therewith.

          (d) In the case of each Collaborative Marketplace, the applicable
     Cantor Party (i) shall be responsible, as between the parties, for the
     provision of Cantor Services to customers and (ii) except as provided above
     with respect to Product or Pricing Decisions, shall have reasonable
     discretion as to the manner and means of providing the Cantor Services. The
     applicable Cantor Party shall be responsible for maintenance of books and
     records and compliance with applicable securities laws, rules and
     regulations, as determined by the applicable Cantor Party. Cantor Parties
     that are U.S. registered broker-dealers pursuant to the Exchange Act shall
     be responsible for compliance with the reporting requirements under
     Regulation ATS and related provisions of the Exchange Act. In that regard,
     such Cantor Parties that are U.S. registered broker-dealers each will be
     the broker for all transactions in the systems, and each will determine the
     various non-discretionary parameters under which transactions are executed
     in their respective systems. eSpeed Parties that are U.S. registered
     broker-dealers pursuant to the Exchange Act shall cooperate with the Cantor
     Parties that are U.S. registered broker-dealers in all regulatory
     compliance matters and, if applicable, in complying with Regulation ATS.

          (e) Without limiting the authority of the parties in their respective
     areas of responsibility pursuant to paragraphs (c) and (d), the parties
     recognize the importance of providing an integrated and seamless service to
     customers. Accordingly, the parties shall consult diligently and in good
     faith, as and as often as necessary, to ensure that their respective
     services are properly integrated.

          (f) All information and data, other than Information, created,
     developed, used in connection with or relating to the operation of and
     effecting of transactions in any Marketplace or in connection with a Gaming
     Business or an Unrelated Dealer Business ("Data") shall constitute the sole
     property of the Cantor Parties or the eSpeed Parties, as applicable, on the
     following basis: (i) if the Data relate to Financial Products, a Gaming
     Business or an Unrelated Dealer Business, the Data shall belong solely to
     the Cantor Parties, (ii) if the Data relate to a Collaborative Marketplace
     in which only Products that are not Financial Products are traded, the
     ownership of the Data shall be determined by the Cantor Parties and the
     eSpeed Parties on a case-by-case basis based on good faith


                                                                               8


     negotiations, (iii) if the Data relate to an eSpeed Marketplace in which
     only Products that are not Financial Products are traded, the Data shall
     belong solely to the eSpeed Parties and (iv) if the Data relate to a
     non-Collaborative Marketplace that is not an eSpeed Marketplace and in
     which Financial Products are traded, the Data shall belong solely to the
     Cantor Parties. All Information relating to Financial Products transmitted
     and disseminated on or through the Electronic Marketplace or relating to a
     Gaming Business or an Unrelated Dealer Business shall be the sole property
     of the Cantor Parties and, as between the parties, the Cantor Parties shall
     have the sole and exclusive right to use, publish and be compensated for
     Information Services in connection with or relating to such Information;
     provided, however, in the case of each Collaborative Marketplace, that the
     eSpeed Parties shall have the right (without any obligation to pay the
     Cantor Parties therefor) to use such Information in connection with the
     execution of transactions in the applicable Collaborative Marketplace. With
     respect to Information and Data revenues generated from any regulated
     futures or options contract(s) consisting of or related to Commodity
     Futures Trading Commission regulated futures or options contract(s) that
     are related to movies, music or any other aspect of the entertainment
     business and sponsored by CIH, or a subsidiary thereof, then the applicable
     eSpeed Party will receive the aggregate revenues resulting from the
     publication or sale of such Information and Data and will pay the
     applicable Cantor Party 65% of such revenues.

          (g) To such extent as is consistent with the Cantor Parties' own
     businesses of providing Electronic Brokerage Services in Marketplaces that
     are not Collaborative Marketplaces, the Cantor Parties shall promote and
     market eSpeed Marketplaces for effecting transactions in Financial
     Products, and shall refer customers and prospective customers to the
     applicable eSpeed Parties in an effort to cause such customers to effect
     transactions in Financial Products in eSpeed Marketplaces.

     4. Sharing of Transaction Revenues. (A) The Cantor Parties and the eSpeed
Parties agree to share Transaction Revenues with regard to transactions effected
through Collaborative Marketplaces in the following manner:

          (a) If (i) the Electronic Marketplace is a Collaborative Marketplace,
     (ii) the transaction relates to a Financial Product (other than a Financial
     Product that is traded on the Cantor Exchange) and (iii) no Cantor Party
     provides Voice Assisted Brokerage Services in connection with the
     transaction to which the Transaction Revenues relate (that is, the
     transaction is fully electronic), then the applicable eSpeed Party will
     receive the aggregate Transaction Revenues and will pay to the applicable
     Cantor Party a service fee equal to 35% of the Transaction Revenues.

          (b) If (i) the Electronic Marketplace is a Collaborative Marketplace,
     (ii) the transaction relates to U.S. Treasury securities and U.S.
     federally-sponsored agency securities involving that certain eSpeed
     business unit generally known as eSpeed Online, or any successor thereof,
     and (iii) a Cantor Party provides Voice Assisted Brokerage Services through
     any of the employees of such eSpeed Online business unit or successor
     thereof in connection with the transaction to which the Transaction
     Revenues relate, then the applicable eSpeed Party will receive the
     aggregate Transaction Revenues and will pay to the applicable Cantor Party
     a service fee equal to 35% of the Transaction Revenues.



                                                                               9


          (c) If (i) the Electronic Marketplace is a Collaborative Marketplace,
     (ii) the transaction relates to a Financial Product (other than a Financial
     Product that is traded on the Cantor Exchange) and (iii) a Cantor Party
     provides Voice Assisted Brokerage Services in connection with the
     transaction to which the Transaction Revenues relate, then the applicable
     Cantor Party will receive the aggregate Transaction Revenues and will pay
     to the applicable eSpeed Party a service fee equal to 7% of the Transaction
     Revenues.

          (d) If (i) the Electronic Marketplace is a Collaborative Marketplace,
     (ii) the transaction relates to a Product that is traded on the Cantor
     Exchange and (iii) no Cantor Party provides Voice Assisted Brokerage
     Services in connection with the transaction to which the Transaction
     Revenues relate (that is, the transaction is fully electronic), then the
     applicable eSpeed Party will receive the aggregate Transaction Revenues and
     will pay to the applicable Cantor Party a service fee equal to 20% of the
     Transaction Revenues. With respect to exchange fees on any regulated
     futures or options contract(s) consisting of or related to Commodity
     Futures Trading Commission regulated futures or options contract(s) that
     are related to movies, music or any other aspect of the entertainment
     business and sponsored by CIH, or a subsidiary thereof, the applicable
     eSpeed Party will receive the aggregate exchange fees and will pay to the
     applicable Cantor Party a fee equal to 50% of the exchange fees.

          (e) If (i) the Electronic Marketplace is a Collaborative Marketplace,
     (ii) the transaction relates to a Product that is traded on the Cantor
     Exchange and (iii) a Cantor Party provides Voice Assisted Brokerage
     Services in connection with the transaction to which the Transaction
     Revenues relate, then the applicable eSpeed Party will receive the
     aggregate Transaction Revenues and will pay to the applicable Cantor Party
     a service fee equal to 55% of the Transaction Revenues. With respect to
     exchange fees on any regulated futures or options contract(s) consisting of
     or related to Commodity Futures Trading Commission regulated futures or
     options contract(s) that are related to movies, music or any other aspect
     of the entertainment business and sponsored by CIH, or a subsidiary
     thereof, the applicable eSpeed Party will receive the aggregate exchange
     fees and will pay to the applicable Cantor Party a fee equal to 50% of the
     exchange fees.

          (f) If (i) the Electronic Marketplace is a Collaborative Marketplace
     and (ii) the transaction relates to a Product that (x) is not a Financial
     Product and (y) is not traded on the Cantor Exchange, then the applicable
     Cantor Party and the applicable eSpeed Party will share Transaction
     Revenues in such manner as they shall agree.

     (B) The Cantor Parties and the eSpeed Parties agree to share Transaction
Revenues with regard to transactions effected through eSpeed Marketplaces in the
following manner:

          (a) If (i) the Electronic Marketplace is an eSpeed Marketplace and
     (ii) the transaction relates to a Financial Product, then the applicable
     eSpeed Party will receive the aggregate Transaction Revenues and will pay
     to CFLP a service fee equal to 20% of the Transaction Revenues.



                                                                              10


          (b) If (i) the Electronic Marketplace is an eSpeed Marketplace and
     (ii) the transaction relates to a Product other than a Financial Product,
     then the applicable eSpeed Party will receive and retain all of the
     Transaction Revenues.

     (C) The Cantor Parties and the eSpeed Parties agree to share Transaction
Revenues with regard to transactions effected through other Marketplaces, other
than in connection with a Gaming Business or an Unrelated Dealer Business, in
the following manner:

          (a) If (i) a transaction is effected in an Electronic Marketplace that
     is not a Collaborative Marketplace and is not an eSpeed Marketplace, but
     that is a Marketplace in which Cantor provides Electronic Brokerage
     Services, and (ii) the transaction relates to a Financial Product, then the
     applicable Cantor Party will receive the aggregate Transaction Revenues and
     pay to eSpeed a service fee equal to 30% of the amount eSpeed would have
     received pursuant to Section 4(a) or 4(c) of this Agreement if the
     Marketplace had been a Collaborative Marketplace. For purposes of this
     paragraph (i), the Transaction Revenues shall be reduced by the costs
     incurred or paid by a Cantor Party to a third party to provide or arrange
     for the provision of Electronic Brokerage Services.

          (b) If a transaction (i) is not effected through an Electronic
     Marketplace, but (ii) is electronically assisted (by way of example, but
     not limited to, a screen-assisted open outcry transaction), then the
     applicable Cantor Party will receive the aggregate Transaction Revenues and
     will pay to the applicable eSpeed Party 2.5% of the Transaction Revenues.

     (D) Each of the Cantor Parties and the eSpeed Parties agree to share Gaming
Transaction Revenues in connection with Gaming Businesses in the following
manner, such amount to be determined on a quarterly basis as provided in Section
12 hereof. The applicable Cantor Party shall be responsible for and shall
collect 100% of all Gaming Transaction Revenues and shall pay over to eSpeed
with respect to any applicable calendar quarter as follows: eSpeed shall receive
the Gaming Revenue Share PLUS the excess, if any, of (i) the actual costs in
such calendar quarter of Gaming Development Services and Ancillary IT Services
incurred by the eSpeed Parties in connection with Gaming Businesses, as
requested by the Cantor Parties in writing, LESS the Baseline Gaming Budget,
OVER (ii) one-half of the difference of (x) the Gaming Revenue Share MINUS (y)
133% of the Baseline Gaming Budget, provided that, if (x) minus (y) is a
negative number, then it shall be considered zero for the purpose of calculating
the foregoing formula. All amounts due and payable pursuant to this Section 4(D)
shall be paid in the manner specified in Section 12 of this Agreement.

     (E) Notwithstanding the foregoing, in the event that a Cantor Party's
direct costs payable to third parties (other than the Cantor Parties and their
affiliates) for providing Clearance, Settlement and Fulfillment Services with
respect to transactions in a Collaborative Marketplace with respect to any
Financial Product for any month exceed the direct costs incurred by the Cantor
Parties to clear and settle cash transactions in United States Treasury
securities for such month, the cost of such excess shall be borne pro rata by
the applicable Cantor Party and the applicable eSpeed Party in the same
proportion as the Transaction Revenues and service fees for such transactions
are to be shared.

                                                                              11


     (F) For any month, for any Product for which sales and purchases during
such month are effected both through fully electronic transactions and through
voice-brokered transactions, Transaction Revenues earned with respect to such
Product shall be allocated between fully electronic transactions and
voice-brokered transactions as follows: the amount of Transaction Revenues
attributable to fully electronic transactions or voice-brokered transactions, as
the case may be, for such Product during such month in a Marketplace shall be
equal to (x) total Transaction Revenues for such Product for such month in such
Marketplace multiplied by (y) a fraction, the numerator of which is the notional
volume (by currency) of all transactions in such specific Product type for such
month in such Marketplace effected by fully electronic transactions or
voice-brokered transactions, as the case may be, and the denominator of which is
the notional volume (by currency) of all transactions in such specific Product
type for such month in such Marketplace.

     (G) In the event that a customer does not pay, or pays only a portion of,
the Transaction Revenues, Gaming Transaction Revenues or eSpeed Equity Order
Routing Business Revenues, as the case may be, relating to a transaction
described in paragraphs (A) through (D), (F) and (J) (a "Loss Event"), then the
relevant Cantor Party and the relevant eSpeed Party each shall bear its
respective share of the loss arising from the Loss Event in the same proportion
as the Transaction Revenues, Gaming Transaction Revenues or eSpeed Equity Order
Routing Business Revenues, as the case may be, and service fees for such
transaction are to be shared.

     (H) All amounts due and payable to a Cantor Party or an eSpeed Party by the
other pursuant to this Section 4 shall be paid in the manner specified in
Section 12 of this Agreement.

     (I) In the event that any tax is imposed on Transaction Revenues, Gaming
Transaction Revenues or eSpeed Equity Order Routing Business Revenues, as the
case may be, with respect to a transaction (other than a Tax on net income), the
cost of such tax will be borne by the applicable eSpeed Party and the applicable
Cantor Party in the same proportion as the Transaction Revenues, Gaming
Transaction Revenues or eSpeed Equity Order Routing Business Revenues, as the
case may be, and service fees for such transaction are to be shared.

     (J) All marketing costs, help desk/customer support costs, sales costs
(including all sales commissions), clearing fees and all other direct
third-party costs, each as incurred by the eSpeed Parties or the Cantor Parties,
including any such unpaid costs from previous calendar months shall be paid out
of any eSpeed Equity Order Routing Business revenues collected by the eSpeed
Parties or the Cantor Parties, as the case may be. Following such payment, each
of the Cantor Parties and the eSpeed Parties agree to share eSpeed Equity Order
Routing Business Net Revenues in connection with the provision of eSpeed Equity
Order Routing Business services in the following manner: the applicable eSpeed
Party shall receive 50% of the eSpeed Equity Order Routing Business Net Revenues
and the applicable Cantor Party shall receive 50% of the eSpeed Equity Order
Routing Business Net Revenues.

     5. Ancillary IT Services and Gaming Development Services.

          (a) During the Term, the eSpeed Parties shall provide Ancillary IT
     Services to the Cantor Parties.



                                                                              12


          (b) CFLP shall pay to eSpeed in consideration for the Ancillary IT
     Services an amount equal to the direct and indirect costs, including
     overhead, that the eSpeed Parties incur in performing those services other
     than in connection with a Gaming Business.

          (c) The eSpeed Parties shall provide Gaming Development Services and
     Ancillary IT Services to the Cantor Parties with respect to Gaming
     Businesses and shall incur costs in each calendar quarter in respect of
     such services in an amount equal to the Baseline Gaming Budget for such
     quarter or, at the election of and in the sole discretion of the Cantor
     Parties, such larger amount as may be requested by the Cantor Parties in
     writing. For the avoidance of doubt, Gaming Development Services and
     Ancillary IT Services do not include the provision of desktop hardware for
     use by Cantor Party employees.

          (d) The Cantor Parties shall not be required to reimburse eSpeed for
     any amounts expended for the Ancillary IT Services for any Gaming Business
     or Gaming Development Services pursuant to this Section 5, it being
     understood that the eSpeed Parties are being compensated for such services
     and expenses solely by the amounts earned by the eSpeed Parties hereunder
     pursuant to Section 4(D).

          (e) Notwithstanding any prior agreement or arrangement between or
     among the parties hereto, the eSpeed Parties and the Cantor Parties agree
     that they do not owe any monies to each other for the provisions of
     Ancillary IT Services, Gaming Development Services, Gaming Revenue Share or
     otherwise with respect to any Gaming Business prior to the date of this
     Agreement.

          (f) If any direct or indirect subsidiary, division or business unit of
     a Cantor Party becomes no longer controlled by CFLP or one of its direct or
     indirect subsidiaries (including any successors or assigns of such direct
     or indirect subsidiary, division or business unit, the "Separating
     Business"), contemporaneously with such change of control any such
     Separating Business shall have the right, in its sole discretion, to agree
     in writing to be governed by this Agreement; provided, however, that in the
     event that the Separating Business does not choose to be governed by this
     Agreement, the eSpeed Parties agree, if requested by CFLP, to (i) provide
     reasonable transition services for a reasonable period of time to the
     Separating Business and (ii) (x) transfer (at cost) or (y) license on a
     non-exclusive basis (for a fee that, in the discretion of eSpeed,
     reasonably approximates cost), at eSpeed's option, any assets (or their
     functional equivalent, at eSpeed's discretion) that may be reasonably
     requested by the Separating Business in order for it to continue operating
     its business without the benefit of the services contemplated by this
     Agreement.

     6. Representations and Warranties.

          (a) Organization and Good Standing.

               (i) CFLP is duly organized, validly existing and in good standing
          under the laws of the state of Delaware and has the requisite power
          and



                                                                              13


          authority to execute, deliver and perform this Agreement and to
          consummate the transactions contemplated hereby.

               (ii) eSpeed is duly organized, validly existing and in good
          standing under the laws of Delaware and has the requisite power and
          authority to execute, deliver and perform this Agreement and to
          consummate the transactions contemplated hereby.

          (b) Authority; Binding Effect; No Conflicts.

               (i) CFLP has taken all necessary actions to authorize the
          execution and delivery of this Agreement and to perform all of its
          obligations under, and to consummate the transactions contemplated by,
          this Agreement. This Agreement has been duly and validly executed by
          CFLP. This Agreement constitutes the valid and binding obligation of
          CFLP enforceable against CFLP in accordance with its terms, subject to
          the effect of reorganization, bankruptcy, insolvency, moratorium,
          fraudulent conveyance and other similar laws relating to or affecting
          creditors' rights generally and court decisions with respect thereto,
          and subject to the application of equitable principles and the
          discretion of the court (regardless of whether the enforceability is
          considered in a proceeding in equity or at law). The execution,
          delivery and performance by CFLP of this Agreement shall not, with or
          without the giving of notice or the lapse of time or both, (x) violate
          any provision of any federal, state, local or foreign law, statute,
          rule or regulation to which CFLP is subject, (y) violate any
          injunction, order, judgment, ruling, decree or settlement applicable
          to CFLP or (z) conflict with, or result in a breach or violation of,
          any provision of the certificate of incorporation, by-laws,
          partnership agreement or similar governing document of CFLP or any
          lease, contract, agreement, instrument, undertaking or covenant by
          which CFLP is bound.

               (ii) eSpeed has taken all necessary corporate actions to
          authorize, execute and deliver this Agreement and to perform all of
          its obligations under, and to consummate the transactions contemplated
          by, this Agreement. This Agreement has been duly and validly executed
          by eSpeed. This Agreement constitutes the valid and binding obligation
          of eSpeed enforceable against eSpeed in accordance with its terms,
          subject to the effect of reorganization, bankruptcy, insolvency,
          moratorium, reorganization, fraudulent conveyance and other similar
          laws relating to or affecting creditors' rights generally and court
          decisions with respect thereto, and subject to the application of
          equitable principles and the discretion of the court (regardless of
          whether the enforceability is considered in a proceeding in equity or
          at law). The execution, delivery and performance by eSpeed of this
          Agreement will not, with or without the giving of notice or the lapse
          of time or both, (x) violate any provision of any federal, state or
          local law, statute, rule or regulation to which eSpeed is subject, (y)
          violate any injunction, order, judgment, ruling,


                                                                              14


          decree or settlement applicable to eSpeed, or (z) conflict with, or
          result in a breach or violation of, any provision of the certificate
          of incorporation or by-laws of eSpeed or any lease, contract,
          agreement, instrument, undertaking or covenant by which eSpeed is
          bound.

          (c) Litigation; No Undisclosed Liabilities. Except as disclosed in the
     documents filed by eSpeed with the Securities and Exchange Commission
     pursuant to the Exchange Act, there is no litigation pending or, to
     eSpeed's or CFLP's knowledge, threatened, which questions the validity or
     enforceability of this Agreement or seeks to enjoin the consummation of any
     of the transactions contemplated hereby.

     7. New Marketplaces; Non-competition; Strategic Alliances.

          (a) If a Cantor Party wishes to create a new Marketplace for a
     Financial Product, then such Cantor Party may, by providing a New Market
     Notice to eSpeed, require eSpeed to provide, or cause another eSpeed Party
     to provide, Electronic Brokerage Services with respect to that Marketplace.
     In such a case, eSpeed shall use commercially reasonable efforts to develop
     an Electronic Trading System for, and to render Electronic Brokerage
     Services with respect to, that Marketplace under the terms of this
     Agreement. If eSpeed is able to develop and put into operation an
     Electronic Trading System for the Marketplace within 180 days, then the
     Marketplace shall be a Collaborative Marketplace and the operation thereof
     shall be subject to the provisions of Section 3 of this Agreement. If,
     after diligent effort, eSpeed is unable to develop and put into operation
     an Electronic Trading System for the Marketplace within 180 days, then (i)
     eSpeed shall have no liability to any Cantor Party for its failure to
     provide an Electronic Trading System, (ii) the Cantor Party may create and
     operate the Marketplace in any manner that the Cantor Party deems to be
     acceptable and (iii) the Marketplace shall not be a Collaborative
     Marketplace. CFLP agrees that its proposal to create a new Marketplace and
     the requirements relating thereto will be commercially reasonable in scope
     and that CFLP or another Cantor Party will diligently pursue the
     development of such Marketplace in a meaningful way and that failure to do
     so within two years of the provision of the New Market Notice will cause
     any rights of the eSpeed Parties and the Cantor Parties in this Section 7
     and Section 8 of this Agreement to revert to their original status.

          (b) If a Cantor Party wishes to create a new Marketplace for a
     Financial Product that will involve the provision of Electronic Brokerage
     Services and the Cantor Party does not require eSpeed to operate an
     Electronic Trading System and to provide Electronic Brokerage Services for
     that Marketplace pursuant to paragraph (a) of this Section 7, then the
     Cantor Party shall provide to eSpeed a New Market Notice relating thereto
     and eSpeed shall have a right of first refusal to provide Electronic
     Brokerage Services with respect to that Marketplace under the terms of this
     Agreement. If eSpeed notifies the Cantor Party that it wishes to provide
     Electronic Brokerage Services with respect to the new Marketplace, then
     eSpeed shall use commercially reasonable efforts to develop and put into
     operation an Electronic Trading System for the Marketplace within 180 days.
     If eSpeed is able to develop and put into operation an Electronic Trading
     System for the Marketplace within 180 days, then the Marketplace shall be a



                                                                              15


     Collaborative Marketplace and the operation thereof shall be subject to
     Section 3 of this Agreement. If, after diligent effort, eSpeed is unable to
     develop and put into operation an Electronic Trading System for the
     Marketplace within 180 days, or eSpeed notifies the Cantor Party that it
     does not wish to provide Electronic Brokerage Services with respect to the
     new Marketplace, then (i) the applicable Cantor Party may provide or obtain
     from a third party Electronic Brokerage Services for that Marketplace in
     any manner that the Cantor Party deems to be acceptable and (ii) the
     Marketplace shall not be a Collaborative Marketplace. CFLP agrees that its
     proposal to create a new Marketplace and the requirements relating thereto
     will be commercially reasonable in scope and that CFLP or another Cantor
     Party will diligently pursue the development of such Marketplace in a
     meaningful way and that failure to do so within two years of the provision
     of the New Market Notice will cause any rights of the eSpeed Parties and
     the Cantor Parties in this Section 7 and Section 8 of this Agreement to
     revert to their original status.

          (c) If a Cantor Party wishes to create a new Electronic Marketplace
     for a Product that is not a Financial Product, then the Cantor Party shall
     provide to eSpeed a New Market Notice relating thereto. eSpeed or another
     eSpeed Party shall have the opportunity to offer to provide Electronic
     Brokerage Services with respect to the new Marketplace, which offer the
     Cantor Party shall review and negotiate in good faith, but may accept or
     reject in its reasonable discretion. If the Cantor Party accepts the eSpeed
     Party's negotiated terms of proposed offer to provide Electronic Brokerage
     Services, then the Marketplace shall be a Collaborative Marketplace and the
     operation thereof shall be subject to Section 3 of this Agreement on such
     terms as the applicable Cantor Party and the applicable eSpeed Party shall
     agree. If the Cantor Party rejects the eSpeed Party's negotiated terms of
     proposed offer to provide Electronic Brokerage Services, then (i) the
     Marketplace shall not be a Collaborative Marketplace and (ii) the Cantor
     Party may create and operate the Marketplace in any manner that the Cantor
     Party deems to be acceptable.

          (d) If an eSpeed Party wishes to create a new Electronic Marketplace
     for a Financial Product, then the eSpeed Party shall provide to CFLP a New
     Market Notice relating thereto and CFLP or another Cantor Party shall have
     a right of first refusal to provide the applicable Cantor Services with
     respect to that Marketplace under the terms of this Agreement. If, within
     30 days of receiving the New Market Notice, CFLP or another Cantor Party
     notifies the eSpeed Party that it wishes to provide such Cantor Services
     with respect to the new Marketplace, then the Marketplace shall be a
     Collaborative Marketplace and the operation thereof shall be subject to
     Section 3 of this Agreement. If (i) CFLP notifies the eSpeed Party that it
     does not wish to provide such Cantor Services or (ii) CFLP fails to notify
     the eSpeed Party within the 30-day time period that it wishes to provide
     such Cantor Services with respect to the new Marketplace, then the eSpeed
     Party may provide or obtain from a third party those services for that
     Marketplace in any manner that the eSpeed Party deems to be acceptable, and
     the Marketplace shall be an eSpeed Marketplace for purposes of this
     Agreement.

          (e) If an eSpeed Party wishes to create a new Electronic Marketplace
     for a Product that is not a Financial Product, then the eSpeed Party shall
     provide to CFLP a


                                       16


     New Market Notice relating thereto. CFLP or another Cantor Party shall have
     the opportunity to offer to provide Cantor Services with respect to the new
     Marketplace if, within 30 days of receiving the New Market Notice, CFLP or
     another Cantor Party notifies the eSpeed Party that it wishes to provide
     such Cantor Services with respect to the new Marketplace. The eSpeed Party
     shall review and negotiate the offer of CFLP or the other CFLP Party in
     good faith, but may accept or reject that offer in its reasonable
     discretion. If the eSpeed Party accepts a Cantor Party's negotiated terms
     of proposed offer to provide Cantor Services, then the Marketplace shall be
     a Collaborative Marketplace and the operation thereof shall be subject to
     Section 3 of this Agreement on such terms as the applicable Cantor Party
     and the applicable eSpeed Party shall agree. If the eSpeed Party rejects
     the Cantor Party's negotiated terms of proposed offer to provide Cantor
     Services, then (i) the Marketplace shall not be a Collaborative Marketplace
     and (ii) the eSpeed Party may create and operate the Marketplace in any
     manner that the eSpeed Party deems to be acceptable.

          (f) No eSpeed Party shall, directly, indirectly or in connection with
     a third Person, engage in any activities competitive with a business
     activity now or hereafter conducted by a Cantor Party or provide or assist
     any other Person in providing any Cantor Service, other than (i) in
     collaboration with a Cantor Party pursuant to Section 3 of this Agreement,
     (ii) with respect to a new Marketplace involving a Financial Product, after
     CFLP (x) has indicated that it is unable or unwilling to provide such
     Cantor Service or (y) fails to indicate to the eSpeed Party within the
     prescribed 30-day period that it does wish to provide such Cantor Service
     with respect to that Marketplace in accordance with paragraph (d) of this
     Section 7, (iii) with respect to a new Marketplace involving a Product that
     is not a Financial Product, an Energy Product traded on the Electronic
     Energy Marketplace or a GHG Emission Reduction Unit traded on the
     Electronic Emissions Marketplace in accordance with paragraph (c) or
     paragraph (e) of this Section 7, (iv) with respect to an Unrelated Dealer
     Business in which an eSpeed Party develops and operates a fully electronic
     Marketplace, (v) with respect to the Electronic Energy Marketplace, or (vi)
     with respect to the Electronic Emissions Marketplace. No eSpeed Party
     shall, directly, indirectly or in connection with a third Person, engage in
     or otherwise provide services for any Gaming Business, or engage in or
     otherwise provide services for any activities that are not within the
     definition of Gaming Business but would be if so designated by a Cantor
     Party, as set forth in the definition of Gaming Business herein, without
     the prior written consent of CFLP.

          (g) No Cantor Party shall, directly, indirectly or in connection with
     a third Person, provide or assist any other Person in providing Electronic
     Brokerage Services, other than (i) in collaboration with eSpeed pursuant to
     Section 3 of this Agreement, (ii) with respect to a new Marketplace, after
     eSpeed (x) has indicated that it is unable to develop and put into
     operation an Electronic Trading System with respect to that new Marketplace
     in accordance with paragraph (a) of this Section 7 or (y) has declined to
     exercise its right of first refusal or is unable to develop and put into
     operation an Electronic Trading System with respect to that new Marketplace
     in accordance with paragraph (b) of this Section 7, including, without
     limitation, the time period specified therein, (iii) with respect to an
     Unrelated Dealer Business, (iv) with respect to the Electronic Energy
     Marketplace, (v)


                                                                              17


     with respect to the Electronic Emissions Marketplace or (vi) with respect
     to a Gaming Business.

          (h) Notwithstanding the foregoing and anything to the contrary in this
     Section 7, the Unrelated Dealer Businesses and Gaming Businesses are
     expressly excluded from eSpeed's rights of first refusal under paragraph
     (b) and the conduct by any Cantor Party either directly, or indirectly with
     or through another Person, of any of the Unrelated Dealer Businesses and
     Gaming Businesses shall not be deemed to be a violation of this Section 7.

          (i) The Cantor Parties and the eSpeed Parties shall be entitled to and
     may enter into strategic alliances, joint ventures, partnerships or similar
     arrangements with Persons and consummate Business Combinations with Persons
     (all of the foregoing, collectively, "Alliance Opportunities") on the
     following basis only. If an Alliance Opportunity (i) relates to a Person
     that directly or indirectly provides Cantor Services and engages in
     business operations that do not involve Electronic Brokerage Services, then
     any Cantor Party shall be entitled to consummate a transaction with respect
     to such an Alliance Opportunity, (ii) relates to a Person that directly or
     indirectly provides Electronic Brokerage Services and engages in business
     operations that do not involve any Cantor Service, then any eSpeed Party
     shall be entitled to consummate a transaction with respect to such an
     Alliance Opportunity and (iii) is an Alliance Opportunity with respect to a
     Person other than those described in clauses (i) and (ii) above, then the
     Cantor Parties and the eSpeed Parties shall cooperate to jointly pursue and
     consummate a transaction with respect to such Alliance Opportunity on
     mutually agreeable terms, provided, however that any Alliance Opportunity
     with TradeSpark with respect to the Electronic Energy Marketplace shall not
     be considered an Alliance Opportunity and any such Alliance Opportunity
     with TradeSpark with respect to the Electronic Energy Marketplace shall be
     specifically permitted in accordance with the terms and conditions agreed
     to by any eSpeed Party or any Cantor Party, and any Alliance Opportunity
     with CO2e with respect to the Electronic Emissions Marketplace shall not be
     considered an Alliance Opportunity and any such Alliance Opportunity with
     CO2e with respect to the Electronic Emissions Marketplace shall be
     specifically permitted in accordance with the terms and conditions agreed
     to by any eSpeed Party or any Cantor Party. For purposes of this paragraph,
     a "Business Combination" shall mean, with respect to any Person (other than
     TradeSpark with respect to the Electronic Energy Marketplace and other than
     CO2e with respect to the Electronic Emissions Marketplace), a transaction
     initiated by and/or in which a Cantor Party or an eSpeed Party is the
     acquiror involving (i) a merger, consolidation, amalgamation or
     combination, (ii) any sale, dividend, split or other disposition of any
     capital stock or other equity interests (or securities convertible into or
     exchangeable for or options or warrants to purchase any capital stock or
     other equity equivalents) of the Person, (iii) any tender offer (including
     without limitation a self-tender), exchange offer, recapitalization,
     liquidation, dissolution or similar transaction, (iv) any sale, dividend or
     other disposition of a significant portion of the assets and properties of
     the Person (even if less than all or substantially all of such assets or
     properties), and (v) entering into of any agreement or understanding, or
     the granting of any rights or options, with respect to any of the
     foregoing.

                                                                              18


          (j) Notwithstanding anything else contained herein to the contrary, in
     no event shall eSpeed's or CFLP's direct or indirect relationship with CO2e
     with respect to the Electronic Emissions Marketplace be deemed to be a
     violation of this Agreement.

     8. Exclusive Patent Licenses.

          (a) Subject to the second following sentence, the Cantor Parties
     hereby grant to the eSpeed Parties an exclusive, perpetual, irrevocable,
     worldwide, royalty-free right and license, with the right to sublicense to
     its subsidiaries, under all patents, patent applications and inventions of
     the Cantor Parties related to Electronic Marketplaces and Electronic Gaming
     Marketplaces, now known and existing, including all provisionals,
     divisionals, continuations, continuations-in-part, reissues and extensions
     derived therefrom, as well as all foreign patents and patent applications
     now known or pending and other counterparts thereof (the "Patent Rights").
     The Cantor Parties agree to take all commercially reasonable actions
     requested by the eSpeed Parties, at the sole expense of the eSpeed Parties,
     to cause the Patent Rights to remain in full force and effect to the extent
     permitted by law. In the event that eSpeed (x) has indicated that it is
     unable to develop and put into operation an Electronic Trading System with
     respect to a new Marketplace in accordance with paragraph (a) of Section 7
     or (y) has declined to exercise its right of first refusal with respect to
     a new Marketplace in accordance with paragraph (b) of Section 7, then the
     Cantor Parties shall have a limited right to use the Patent Rights solely
     in connection with the operation of that new Marketplace. The Cantor
     Parties shall cooperate with the eSpeed Parties, at the eSpeed Parties'
     sole expense, in any attempt by the eSpeed Parties to prevent or otherwise
     seek remedies or damages which, in any case, shall inure to the eSpeed
     Parties for any third party infringement of the Patent Rights that are the
     subject of the license granted to the eSpeed Parties pursuant to this
     Section 8 or to defend against any third party claim relating to the Patent
     Rights.

          (b) The Cantor Parties hereby grant to the eSpeed Parties a
     non-exclusive, perpetual, irrevocable, worldwide, royalty-free right and
     license, with the right to sublicense to its subsidiaries and affiliates,
     to use such trademarks and servicemarks as now or hereinafter may be used
     (collectively, the "Trademark Rights"), in all media now known or
     hereinafter developed, in connection with Electronic Marketplaces and
     Electronic Gaming Marketplaces. The Cantor Parties agree to take all
     commercially reasonable actions requested by the eSpeed Parties, at the
     sole expense of the eSpeed Parties, to cause the Trademark Rights to remain
     in full force and effect to the extent permitted by law. The eSpeed Parties
     acknowledge that the applicable Cantor Parties own the Trademark Rights,
     including all goodwill now or hereafter associated therewith, and that all
     goodwill and improved reputation generated by the eSpeed Parties' use of
     the Trademark Rights shall inure to the benefit of the applicable Cantor
     Parties. In order to preserve the inherent value of the Trademark Rights,
     the eSpeed Parties agree to use reasonable efforts to ensure that the
     products and services in connection with which the eSpeed Parties use the
     Trademark Rights shall be at least equal to the standard prevailing in the
     operation of the Electronic Marketplaces and in connection with Gaming
     Businesses immediately prior to the date of the Agreement.



                                       19


     9. Indemnification.

          (a) CFLP's Indemnification Obligations. Subject to the terms and
     conditions of this Section 9, CFLP agrees to defend, indemnify and hold
     eSpeed, the other eSpeed Parties and their respective officers, directors,
     affiliates, agents, attorneys, employees and representatives harmless from
     and against any and all liabilities, losses, costs, damages, expenses,
     penalties, fines and taxes, including, without limitation, reasonable legal
     and other expenses (collectively, "Damages"), directly or indirectly
     arising out of, resulting from or relating to:

               (i) any breach of any covenant, agreement or obligation of any
          Cantor Party contained in this Agreement; and

               (ii) any liability resulting from CFLP broker errors and errors
          arising in connection with the provision by any Cantor Party of
          Clearance, Settlement and Fulfillment Services.

          (b) eSpeed's Indemnification Obligations. Subject to the terms and
     conditions of this Section 9, eSpeed agrees to defend, indemnify and hold
     CFLP, the other Cantor Parties and their respective officers, directors,
     affiliates, agents, attorneys, employees and representatives harmless from
     and against any and all Damages directly or indirectly arising out of,
     resulting from or relating to:

               (i) any breach of any covenant, agreement or obligation of any
          eSpeed Party contained in this Agreement;

               (ii) any liability resulting from failures of eSpeed's technology
          and errors caused by the technology of the Electronic Marketplaces;
          and

               (iii) any liability resulting from any claims asserted against
          Cantor with respect to an eSpeed Party's exercise of its Patent
          Rights.

          (c) Claims for Indemnification; Defense of Indemnified Claims. For
     purposes of this Section, the party entitled to indemnification shall be
     referred to as the "Indemnified Party" and the party required to indemnify
     shall be referred to as the "Indemnifying Party." In the event that the
     Indemnifying Party shall be obligated to the Indemnified Party pursuant to
     this Section 9 or in the event that a suit, action, investigation, claim or
     proceeding is begun, made or instituted as a result of which the
     Indemnifying Party may become obligated to the Indemnified Party hereunder,
     the Indemnified Party shall give prompt written notice to the Indemnifying
     Party of the occurrence of such event, specifying the basis for such claim
     or demand, and the amount or estimated amount thereof to the extent then
     determinable (which estimate shall not be conclusive of the final amount of
     such claim or demand); provided, however, that the failure to give such
     notice shall not constitute a waiver of the right to indemnification
     hereunder unless the Indemnifying Party is actually prejudiced in a
     material respect thereby. The Indemnifying Party agrees to defend, contest
     or otherwise protect the Indemnified Party against any such suit, action,
     investigation, claim or proceeding at the Indemnifying Party's own cost and
     expense with counsel of its own choice, who shall be, however, reasonably
     acceptable to the Indemnified Party. The Indemnifying Party may not make



                                                                              20


     any compromise or settlement without the prior written consent of the
     Indemnified Party (which will not be unreasonably withheld or delayed) and
     the Indemnified Party shall receive a full and unconditional release
     reasonably satisfactory to it pursuant to such compromise or settlement.
     The Indemnified Party shall have the right but not the obligation to
     participate at its own expense in the defense thereof by counsel of its own
     choice. If requested by the Indemnifying Party, the Indemnified Party shall
     (at the Indemnifying Party's expense) (i) cooperate with the Indemnifying
     Party and its counsel in contesting any claim or demand which the
     Indemnifying Party defends, (ii) provide the Indemnifying Party with
     reasonable access during normal business hours to its books and records to
     the extent they relate to the condition or operation of a Marketplace and
     are requested by the Indemnifying Party to perform its indemnification
     obligations hereunder, and to make copies of such books and records, and
     (iii) make personnel available to assist in locating any books and records
     relating to a Marketplace or whose assistance, participation or testimony
     is reasonably required in anticipation of, preparation for or the
     prosecution and defense of, any claim subject to this Section 9. In the
     event that the Indemnifying Party fails timely to defend, contest or
     otherwise protect the Indemnified Party against any such suit, action,
     investigation, claim or proceeding, the Indemnified Party shall have the
     right to defend, contest or otherwise protect the Indemnified Party against
     the same and may make any compromise or settlement thereof and recover the
     entire cost thereof from the Indemnifying Party, including, without
     limitation, reasonable attorneys' fees, disbursements and all amounts paid
     as a result of such suit, action, investigation, claim or proceeding or
     compromise or settlement thereof.

          (d) Payments; Non-Exclusivity. Any amounts due an Indemnified Party
     under this Section 9 shall be due and payable by the Indemnifying Party
     within fifteen (15) business days after (i) in the case of a claim which
     does not involve any third party, receipt of written demand therefor and
     (ii) in the case of a claim which involves a third party, the final
     disposition of such claim or demand, provided that reasonable legal and
     other out-of-pocket costs and expenses are reimbursed currently within 15
     business days after demand therefor. The remedies conferred in this Section
     9 are intended to be without prejudice to any other rights or remedies
     available at law or equity to the Indemnified Parties, now or hereafter.

     10. Relationship of the Parties.

          (a) The relationship of the Cantor Parties on the one hand and the
     eSpeed Parties on the other hand is that of independent contractors.
     Pursuant to this Agreement, the Cantor Parties and the eSpeed Parties
     intend to render separate but related services to customers and to divide
     certain of the revenues arising from those services, but the parties do not
     intend to share profits or losses or to enter into or create any
     partnership, and no partnership or other like arrangement shall be deemed
     to be created hereby. None of the Cantor Parties or eSpeed Parties shall
     have any claim against the others or right of contribution with respect to
     any uninsured loss incurred by any of them nor shall any of them have a
     claim or right against the others with respect to any loss that is deemed
     to be included within the deductible, retention or self-insured portion of
     any insured risk.



                                                                              21


          (b) eSpeed agrees to execute a separate agreement that is
     substantially identical to this Agreement with respect to any discrete line
     of business or businesses and/or with any company or companies that are
     Cantor Parties at CFLP's request.

     11. Audit. eSpeed may request a review, by those certified public
accountants who examine CFLP's books and records, of CFLP's allocation of
Transaction Revenues and Gaming Transaction Revenues to eSpeed to determine
whether such allocation was based upon the procedures set forth herein. Such a
review is to be conducted at eSpeed's expense. CFLP may request a review, by
those certified public accountants who examine eSpeed's books and records, of
eSpeed's allocation of Transaction Revenues and eSpeed Equity Order Routing
Business Net Revenues to CFLP to determine whether such allocation was based
upon the procedures set forth herein.

     12. Invoicing and Billing; Payment of Service Fees.

          (a) Except with respect to a Gaming Business, the eSpeed Parties and
     the Cantor Parties shall pay to the other, within 30 days of the end of
     each calendar month, the amounts owed to the Cantor Parties or the eSpeed
     Parties, as the case may be (determined in the manner provided in Section 4
     of this Agreement), during that calendar month. The eSpeed Parties shall
     invoice the Cantor Parties for charges for Ancillary IT Services provided
     pursuant hereto on a monthly basis as incurred, such invoices to be
     delivered to CFLP by eSpeed within 15 days after the end of each calendar
     month. The Cantor Parties shall pay to the eSpeed Parties the aggregate
     charge for Ancillary IT Services provided under this Agreement in arrears
     within 30 days after the end of each calendar month.

          (b) Each of the Cantor Parties shall pay to the eSpeed Parties, within
     30 days of the end of each calendar quarter, the amounts due to the eSpeed
     Parties with respect to Gaming Businesses (determined in the manner
     provided in Section 4(D) of this Agreement) during that calendar quarter.

          (c) Amounts due by one party to another under this Agreement shall be
     settled against amounts due by the second party to the first under this or
     any other agreement. All payments to be made pursuant to this Agreement
     shall be exclusive of United Kingdom Value Added Tax which, if applicable
     to any payments hereunder, shall be added to the amount of, and be paid in
     addition to, such payments.

          (d) Amounts paid to eSpeed in respect of any Transaction Revenues or
     Gaming Transaction Revenues for which the payments by a customer to a
     Cantor Party under applicable bankruptcy or insolvency laws are deemed
     voidable preference payment or similar voidable payment, and for which a
     Cantor Party has been required to refund or pay-over to such bankrupt or
     insolvent customer or debtor's estate, may be deducted by the Cantor
     Parties from the amounts otherwise due to an eSpeed Party in the month
     following the month in which such amounts are returned to the customer or
     the debtor's estate.

                                                                              22


     13. Documentation. All Transaction Revenues, Gaming Transaction Revenues,
eSpeed Equity Order Routing Business Revenues, eSpeed Equity Order Routing
Business Net Revenues, service fees, costs of Ancillary IT Services, Gaming
Development Services, eSpeed Equity Order Routing Business services and other
benefits hereunder shall be substantiated by and payments thereof shall be
preceded or accompanied by, as applicable, appropriate schedules, invoices or
other documentation.

     14. Force Majeure. Any failure or omission by a party in the performance of
any obligation under this Agreement shall not be deemed a breach of this
Agreement or create any liability if the same arises from any cause or causes
beyond the control of such party, including, but not limited to, the following,
which, for purposes of this Agreement shall be regarded as beyond the control of
each of the parties hereto: acts of God, fire, storm, flood, earthquake,
governmental regulation or direction, acts of the public enemy, war, rebellion,
insurrection, riot, invasion, strike or lockout; provided, however, that such
party shall resume the performance whenever such causes are removed.

     15. Post-Termination Payments. Notwithstanding any provision herein to the
contrary, all payment obligations hereof shall survive the happening of any
termination of this Agreement until all amounts due hereunder have been paid.

     16. Confidentiality.

          (a) CFLP and its affiliates agree to treat as confidential and not to
     disclose to any person (other than to CFLP employees who have a need to
     know the same for purposes of CFLP's performing its obligations hereunder)
     or use the same for its own benefit or for any purpose other than
     performing its obligations hereunder, all confidential or proprietary
     information, trade secrets, information related to, and all subject matter
     covered by, any pending patent applications, data, plans, strategies,
     projections, budgets, reports, research, financial information, files,
     reports, software, agreements and other materials and information
     (individually and collectively, "Confidential Information") it receives,
     obtains or learns about eSpeed and its affiliates, an Electronic
     Marketplace or any other program, service, software or system eSpeed and/or
     CFLP develops in connection with this Agreement. CFLP shall notify those of
     its employees who perform services for eSpeed and its affiliates of this
     covenant and shall, to the extent practical, secure their agreement to
     abide by its terms.

          (b) eSpeed and its affiliates agree, during the term of this
     Agreement, to treat as confidential and not to disclose to any person
     (other than to eSpeed employees who have a need to know the same for
     purposes of eSpeed's performing its obligations hereunder) or use the same
     for its own benefit or for any purpose other than performing its
     obligations hereunder, all Confidential Information it receives, obtains or
     learns about CFLP and its affiliates or any other program, service,
     software or system CFLP and/or eSpeed develops in connection with this
     Agreement. eSpeed shall notify those of its employees who perform services
     under this Agreement of this covenant and shall, to the extent practical,
     secure their agreement to abide by its terms.

                                                                              23


          (c) Notwithstanding the foregoing, neither party shall be obligated
     with respect to confidential or proprietary information that it can
     document: (i) is or has become readily publicly available through no fault
     of its own or that of its affiliates, employees or agents; or (ii) is
     received from a third party lawfully in possession of such information and
     lawfully empowered to freely disclose such information to it; or (iii) was
     lawfully in its possession, without restriction, after the date hereof.

     17. Miscellaneous.

          (a) This Agreement and all the covenants herein contained shall be
     binding upon the parties hereto, their respective heirs, successors, legal
     representatives and assigns. No party shall have the right to assign all or
     any portion of its rights, obligations or interests in this Agreement or
     any monies which may be due pursuant hereto without the prior written
     consent of the other affected parties and which consent may not be
     unreasonably withheld, provided, however, that CFLP may make such
     assignment to any of its direct or indirect, current or future,
     subsidiaries, other than eSpeed and its direct or indirect, current or
     future subsidiaries, such assignment shall relieve CFLP of its obligations
     hereunder with respect to such assignment and following such assignment the
     eSpeed Parties shall not have recourse to CFLP with respect to such
     assignment.

          (b) No waiver by any party hereto of any of its rights under this
     Agreement shall be effective unless in writing and signed by an officer of
     the party waiving such right. No waiver of any breach of this Agreement
     shall constitute a waiver of any subsequent breach, whether or not of the
     same nature. This Agreement may not be modified except by a writing signed
     by officers of each of the parties hereto; provided, however, that each
     amendment, modification and/or waiver hereof or hereunder must be approved
     by a majority of the outside directors of eSpeed or the applicable eSpeed
     Party. For purposes of this Agreement, an outside director shall mean a
     director who is not an employee, partner or affiliate (other than solely by
     reason of being an eSpeed director) of eSpeed, CFLP or any of their
     respective affiliates.

          (c) This Agreement constitutes the entire Agreement of the parties
     with respect to the services and benefits described herein, and cancels and
     supersedes any and all prior written or oral contracts or negotiations
     between the parties with respect to the subject matter hereof.

          (d) This Agreement shall be strictly construed as independent from any
     other agreement or relationship between the parties.

          (e) This Agreement is made pursuant to and shall be governed and
     construed in accordance with the laws of the State of New York, without
     regard to the principles of conflict of laws thereof.

          (f) The descriptive headings of the several sections hereof are
     inserted for convenience only and shall not control or affect the meaning
     or construction of any of the provisions hereof.



                                                                              24


          (g) Any notice, request or other communication required or permitted
     in this Agreement shall be in writing and shall be sufficiently given if
     personally delivered or if sent by registered or certified mail, postage
     prepaid, addressed as follows:

               (i) If to a Cantor Party:

                   135 East 57th Street
                   New York, NY  10022
                   Attention:  General Counsel
                   Facsimile: (212) 829-4708

              (ii) If to an eSpeed Party:

                    135 East 57th Street
                    New York, NY  10022
                    Attention:  General Counsel
                    Facsimile: (212) 829-4708



     The address of any party hereto may be changed on notice to the other
parties hereto duly served in accordance with the foregoing provisions.



                           [Signature Pages to Follow]




                                                                              25



     IN WITNESS WHEREOF, the parties hereto have executed or caused this Amended
and Restated Joint Services Agreement to be executed in their respective names
by their respective officers thereunto duly authorized, as of the date first
written above.

                    CANTOR FITZGERALD, L.P., on behalf of itself and
                    its direct and indirect, current and future, subsidiaries,
                    other than eSpeed, Inc. and its direct and indirect,
                    current and future, subsidiaries

                    By: CF Group Management, Inc.
                        its Managing General Partner

                    By: /s/ Howard W. Lutnick
                        ------------------------------------------
                            Name: Howard W. Lutnick
                            Title: President

                    ESPEED, INC., on behalf of itself and its direct and
                    indirect, current and future, subsidiaries

                    By: /s/ Howard W. Lutnick
                        ------------------------------------------
                            Name: Howard W. Lutnick
                            Title: Chairman and Chief Executive Officer


       [Signature Page for Amended and Restated Joint Services Agreement]




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