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                          SECURITIES RESEARCH AGREEMENT





        National Discount Brokers Corporation, a New York corporation (the

"Company") and Deutsche Bank AG ("DB" and together with the Company, the

"Parties") enter into this Agreement as of the June 15, 2000 to memorialize the

Parties' understanding concerning the Company's license to the Research

Material. Any capitalized term used herein without definition shall have the

meaning assigned to such term in the Stockholder Agreement.



                               W I T N E S S E T H



         WHEREAS, DB U.S. Financial Markets Holding Corporation and National

Discount Brokers Group, Inc. ("NDBG") have entered into the Securities

Purchase Agreement (the "Securities Purchase Agreement"), dated as of May 15,

2000; and



         WHEREAS, it is an express condition to the purchase and sale of Common

Stock of NDBG thereunder that the Parties enter into this Agreement and the

strategic relationship contemplated hereby;



         NOW, THEREFORE, in consideration of the premises and the mutual

covenants contained herein and for other good and valuable consideration, and

agreements herein contained, the Parties hereto covenant and agree as follows:



Section 1.     DEFINITIONS.



          As used in this Agreement, the following terms shall have the

          respective meanings assigned to them below:



          (a)  "Agreement" means this Agreement, together with all Exhibits and

               Schedules hereto, as the same may be amended from time to time.

               References in this Agreement to "herein," "hereunder" and words

               of similar import shall be references to this Agreement, together

               with all Exhibits and Schedules, as the same may be amended from

               time to time.



          (b)  "Click Agreement" means an electronic agreement between the

               Company and a user, in a form to be agreed between the Parties,

               as may be amended from time to time by the mutual agreement of

               the Parties, that is designed to be executed by such user by

               selecting a button or other similar user-prompt.



          (c)  "Click Agreement Page" means a Page on the NDB Sites on which the

               Click Agreement appears, which shall be designed in accordance

               with Section 2(f).



          (d)  "DB IP Rights" means DB's and its Affiliates' (including any DB

               Research Affiliate's) Intellectual Property Rights in and to the

               Research Material and DB Marks, whether owned or licensed by DB

               or its Affiliates.



          (e)  "DB Marks" means any of DB's or its Affiliates' (including any DB

               Research Affiliate's) trademarks, trade names, service marks,

               logos and other designations of origin included on or associated

               with Research Material.



          (f)  "DB Research Affiliate" means any Affiliate of DB that produces

               the Research Material licensed hereunder to the Company.



          (g)  "DBSI" means Deutsche Bank Securities, Inc., a broker-dealer

               registered with the Securities and Exchange Commission and a

               member of the New York Stock Exchange and the National

               Association of Securities Dealers, or any of its successors

               hereunder.



          (h)  "Delivery Provider" means any Person identified in accordance

               with Section 4(c)(ii) hereof.



          (i)  "Distribute" means to reproduce, make available, provide,

               display, transmit, promote or otherwise distribute through a

               secure Internet website, or wireless, cable or other electronic

               means of communication.



          (j)  "Frame" means, with respect to a Page, the simultaneous display

               of such Page within an Internet browser or other similar

               application with one or more other Pages (or portion thereof) set

               off by a constant visible border or frame.



          (k)  "GCI" means the Global Corporates & Institutions Division of DB

               (or any successor division or entity), which prepares

               substantially all of the equity research distributed to retail

               customers of DB and its Affiliates.



          (l)  "Inline" (or "Inlining") means, with respect to a Page, the

               simultaneous display of such Page within an Internet browser or

               other similar application with one or more other Pages (or

               portion thereof) without a constant visible border or frame.



          (m)  "Intellectual Property Rights" means all intellectual property

               and similar proprietary rights in any jurisdiction, including all

               such rights in and to (i) original works of authorship,

               copyrights and moral rights; (ii) issued patents, patent

               applications, divisions, continuations and continuations-in-part,

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