Sample Business Contracts

Commission Sharing Agreement - Instinet Corp. and Bridge Trading Co.

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                          COMMISSION SHARING AGREEMENT

         This Commission Sharing Agreement (the "Agreement"), dated as of April
23, 2002, is by and between Instinet Corporation ("Instinet"), a registered
broker-dealer and a member of the National Association of Securities Dealers,
Inc. and Bridge Trading Company ("Bridge"), a registered broker-dealer and a
member of the New York Stock Exchange (each a "Party", and together the

         WHEREAS Bridge has selected Instinet as a firm that it will introduce
to certain of its institutional clients (each a "Client", and together the
"Clients") as a means of providing Clients with a facility for execution of
transactions in foreign-denominated securities ("Foreign Securities
Transactions"); and

         WHEREAS Bridge and Instinet have agreed that, as compensation for such
introductions, Instinet shall pay Bridge a portion of the commissions it
receives on the Foreign Securities Transactions directly resulting from such

         NOW THEREFORE, in consideration of the mutual covenants and obligations
set forth in this Agreement, the Parties agree as follows:

1.       Client Introductions. Bridge may introduce Clients to Instinet for
         certain of their Foreign Securities Transactions.

2.       Acceptance of Accounts by Instinet and Execution Services. Instinet
         will open accounts for Clients introduced by Bridge and provide
         execution services for Foreign Securities Transactions provided that:
         (i) such Clients comply with all of Instinet's terms and conditions
         for acceptance of clients; (ii) Instinet approves such account in its
         sole discretion; and (iii) such Clients enter into agreements with
         Instinet governing the terms and conditions for provision of services
         and equipment by Instinet (the "Services") and remain in compliance
         thereof. Neither Instinet nor its owners, affiliates, officers,
         directors, advisory committees, agents, employees, associated persons,
         licensors or other third parties providing services on their behalf
         will be liable to Bridge or any other person for any damage, cost or
         expense of any nature or from any cause whatsoever, whether direct,
         special, incidental or consequential, arising out of, or related to:
         (i) any Client's use of the Services; (ii) Instinet's refusal to
         accept, display, execute, clear and/or settle any order entered or
         executed or attempted to be entered or executed by any Client; or
         (iii) the installation, furnishing, performance, maintenance, use of
         or inability to use the Services, authorized equipment or any computer
         software, cabling, network services, databases, manuals or any other
         materials or Services furnished by or on behalf of Instinet.

         Instinet makes no warranty, express or implied, including, without
         limitation, any implied conditions or warranties or merchantability or
         fitness for a particular use or purpose, any implied warranty arising
         from trade usage, course of dealing or course of performance, and of
         any other warranty or obligation with respect to the Services or any
         software or other equipment made available to any Client and all such
         other warranties are hereby disclaimed.

3.       Commission Sharing. Effective as of the date hereof, Instinet shall
         remit to Bridge the Rebates (as hereinafter defined) in relation to
         Foreign Securities Transactions executed on or after
                    , 2002 where a Client (A) has identified to
         Instinet on trade date, via telephone, e-mail, the Instinet Messaging
         log, or any other means of order entry as the Client and Instinet
         agree, the specific Foreign Securities Transactions as `Bridge Trades'
         either at the time such Client: (i) places the order, (ii) receives the
         execution or (iii) gives the account breakdown and (B) effects the
         execution thereof with or through Instinet.

         The amount of commissions received by Instinet to be rebated to Bridge
         in respect of such directed orders (the "Rebates") shall be computed as
         agreed in Exhibit 1.

         Nothing herein shall restrict any transaction by or between Instinet
         and Client that is not identified by the Client as being transmitted
         pursuant to this Agreement, nor shall Instinet be obligated to pay
         Rebates for transactions in securities received from Clients other than
         Foreign Securities Transactions identified by Clients as "Bridge

4.       Payments of Rebates. Rebates payments, if any, shall be made by
         Instinet to Bridge in United States Dollars (or other agreed currency)
         on or before the 15th day of the calendar month next following the
         month in which the Foreign Securities Transactions were executed.

5.       Compliance with Securities Laws and Regulations. Except as specifically
         set forth in Section 6 of this Agreement, each Party shall be
         responsible for compliance with all applicable federal, state and local
         (in foreign jurisdictions) securities laws and regulations, including
         all applicable rules of self regulatory organizations (together
         "Securities Regulations"). To the extent that either Party fails to
         comply with Securities Regulations, it shall indemnify the other Party
         from any damages resulting from the violation.

6.       Soft Dollar Arrangements. Bridge shall be solely responsible for
         compliance with all applicable federal, state and local laws, rules,
         and regulations, as well as the rules, regulations, constitutions,
         by-laws, stated policies and interpretations of each self-regulatory
         organization having jurisdiction over Bridge (the "Applicable
         Regulations") relating to or concerning any arrangement or
         understanding Bridge may have with any manager, adviser, or agent
         exercising any authority (including, without limitation, investment
         discretion) over a Client account to use commissions to obtain
         research or other services (collectively, a "Soft Dollar Arrangement")
         and for obtaining all appropriate authorities and agreements related
         to any Soft Dollar Arrangement. Bridge also shall be solely
         responsible for compliance with Applicable Regulations related to or
         concerning any arrangement or understanding that Bridge may have with
         any Client or account of a Client to rebate any funds, including,
         without limitation, any portion of any commission, mark-up, mark-down,
         fee, interest or other charge, or to pay the cost of any service or
         product for a Client or account of a Client (collectively, a "Directed
         Arrangement") and for obtaining all appropriate authorities and
         agreements related to a Directed Arrangement.

7.       Statements. Instinet shall provide Bridge with statements giving
         details of the Rebates pursuant to this Agreement on a monthly basis.
         If requested by Bridge, Instinet will review such statements with
         Bridge in order to reconcile any errors.

         Instinet reserves the right to disclose all Rebates to the relevant
         Client, including but not limited to, the calculation method and the
         payment method.

8.       Confidentiality; No Advertisement. Each of Bridge and Instinet agree
         to keep confidential any information it may acquire as a result of
         this Agreement regarding the business and affairs of the other,
         including, without limitation, the identity of each other's clients.
         Neither Party shall, without the prior written consent of the other
         Party, place any advertisement in any media whatsoever or, except as
         provided herein, make any written communication addressed to any
         client, potential client or other third party if such advertisement or
         communication in any manner makes reference to the other Party. The
         foregoing shall not apply to standard Bridge materials provided to its
         clients listing the firms available on Bridge's brokerage network.

9.       Termination; Survival. This Agreement may be terminated by either Party
         for any reason and at any time, by written notice given to the other
         Party. Any such termination shall have no effect on the rights and
         obligations of the Parties in respect of Foreign Securities
         Transactions executed by Clients prior to such termination. In the
         event of any termination of this Agreement, Instinet may, in its sole
         discretion, continue to provide Services to Clients with no further
         obligation to Bridge. Sections 2, 8 and 10 shall survive any
         termination of this Agreement.

10.      General

         a. Entire Agreement; Waiver; No Assignment. This Agreement constitutes
         the complete and exclusive statement of the agreement between the
         Parties as relates to the subject matter hereof and supersedes all
         proposals, oral or written, and all other representations, statements,
         negotiations and undertakings relating to the subject matter. No change
         in, addition to, or waiver of any of the provisions of this Agreement
         shall be binding upon either Party unless in writing signed by an
         authorized representative of such Party. No waiver by either Party of
         any breach by the other Party of any of the provisions of this
         Agreement shall be construed as a waiver of any other provision or that
         provision on any other occasion. Neither Party may assign this
         Agreement and/or any of its rights and/or obligations hereunder without
         the prior written consent of the other Party and any such attempted
         assignment shall be void.

         b. Notices. Any notice required or permitted to be given under this
         Agreement shall be given in writing and shall be deemed to have been
         delivered and given (a) when delivered personally; (b) three (3)
         business days after having been sent by registered or certified U.S.
         mail, return receipt requested, postage and charges prepaid; or (c) one
         (1) business day after deposit with a commercial overnight courier,
         with written verification of receipt. All communications will be sent
         to the following addresses or to such other address as may be
         designated by a Party by giving written notice to the other Party
         pursuant to this Section 10.

         To Instinet:      Instinet Corporation
                           3 Times Square
                           New York, New York 10036
                           Attn : Nigel Lucas
                           Telephone: 212-310-9500

         To Bridge:        Bridge Trading Company
                           717 Office Parkway
                           St. Louis, Missouri 63141
                           Attn: Richard Paulson
                           Telephone: 314-468-8249

         c. Severability. In the event any one or more of the provisions of
         this Agreement shall be held by a court of competent jurisdiction to
         be invalid, illegal or unenforceable, the remaining provisions of this
         Agreement shall remain in effect and this Agreement shall be read as
         though the offending provision had not been written.

         d. Headings. The captions and headings used in this Agreement are
         inserted for the convenient reference of the Parties and in no way
         define, limit or describe the scope or intent of this Agreement or any
         part hereof.

         e. Injunctive Relief. Each Party hereby acknowledges and agrees that
         damages at law may be inadequate remedies for the breach of Section 8.
         Accordingly, each Party agrees that the other Party may be entitled to
         temporary and permanent injunctive or other equitable relief with
         respect to any such breach. The rights set forth in this Section 10e
         shall be in addition to any other rights that either Party Instinet
         may have at law or in equity.

         f. No Agency Relationship. Neither Party shall hold itself out as an
         agent of the other. Neither this Agreement, nor any activity
         thereunder, shall create a general or limited partnership,
         association, joint venture, branch, or agency relationship between
         Bridge and Instinet.

         g. Exclusivity. This Agreement is non-exclusive and accordingly either
         Instinet or Bridge may contract with other brokers to effect
         transactions for the Clients.

         h. Counterparts. This Agreement may be signed in counterparts, each of
         which shall be deemed effective as if each Party had signed each of
         such counterparts.

         i. Governing Law. This Agreement shall be subject to and governed by
         the laws of New York.


         IN WITNESS WHEREOF, each Party has caused the original or a counterpart
of the original of this Agreement to be executed as of the date first written
above by its duly authorized representative.

                                                  INSTINET CORPORATION


                                                  BRIDGE TRADING COMPANY