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AMENDMENT NO. 2 TO THE JOINT SERVICES AGREEMENT
DATED AS OF DECEMBER 15, 1999
AMONG CANTOR FITZGERALD, L.P., CANTOR FITZGERALD SECURITIES,
CANTOR FITZGERALD & CO., CFPH, L.L.C., CANTOR FITZGERALD PARTNERS,
CANTOR FITZGERALD INTERNATIONAL, CANTOR FITZGERALD GILTS, eSPEED, INC.,
eSPEED SECURITIES, INC., eSPEED GOVERNMENT SECURITIES, INC.,
eSPEED MARKETS, INC. AND eSPEED SECURITIES INTERNATIONAL LIMITED
THIS AMENDMENT No. 2 dated as of July 1, 2000 among Cantor Fitzgerald,
L.P., Cantor Fitzgerald Securities, Cantor Fitzgerald & Co., CFPH, L.L.C.,
Cantor Fitzgerald Partners, Cantor Fitzgerald International, Cantor Fitzgerald
Europe (formerly, Cantor Fitzgerald Gilts), eSpeed, Inc., eSpeed Securities,
Inc., eSpeed Government Securities, Inc., eSpeed Markets, Inc. and eSpeed
International Limited (formerly, eSpeed Securities International Limited) amends
the agreement dated as of December 15, 1999 among the parties hereto (the "Joint
Services Agreement"). All the terms of the Joint Services Agreement are
incorporated herein by reference, except as otherwise stated herein. Capitalized
terms used herein that are not defined herein shall have the meanings ascribed
to them in the Joint Services Agreement.
For good and valuable consideration, the adequacy and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
Section 4 shall be amended to insert the following as subsection (j), and
subsections (j) through (o) shall be renumbered accordingly as (k) through (p):
"(j) If the Electronic Marketplace is a Collaborative Marketplace and
the transactions relate to a Gaming Business, the applicable eSpeed Party shall
receive a service fee equal to 25% of the net trading revenue computed on a
quarterly basis."
Section 7(f) shall be amended to read as follows:
"(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 in accordance with paragraph
(c) or paragraph (e) of this Section 7 or (iv) with respect to an Unrelated
Dealer Business, other than a Gaming Business, in which an eSpeed Party develops
and operates a fully electronic Marketplace."
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IN WITNESS WHEREOF, the parties have executed or caused this Amendment
No. 2 to the Joint Services Agreements 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.
By: CF Group Management, Inc.,
its Managing General Partner
By: /s/ Howard W. Lutnick
-----------------------------
Name: Howard W. Lutnick
Title: President
CANTOR FITZGERALD SECURITIES
By: Cantor Fitzgerald, L.P.
its Managing General Partner
By: CF Group Management, Inc.
its Managing General Partner
By: /s/ Howard W. Lutnick
----------------------------
Name: Howard W. Lutnick
Title: President
CANTOR FITZGERALD & CO.
By: Cantor Fitzgerald Securities
its Managing General Partner
By: Cantor Fitzgerald, L.P.
its Managing General Partner
By: CF Group Management, Inc.
its Managing General Partner
By: /s/ Howard W. Lutnick
-----------------------------
Name: Howard W. Lutnick
Title: President
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CFPH, L.L.C.
By: /s/ Howard W. Lutnick
-----------------------------
Name: Howard W. Lutnick
Title: President and Chief
Executive Officer
CANTOR FITZGERALD PARTNERS
By: Cantor Fitzgerald Securities
its Managing General Partner
By: Cantor Fitzgerald, L.P.
its Managing General Partner
By: CF Group Management, Inc.
its Managing General Partner
By: /s/ Howard W. Lutnick
----------------------------
Name: Howard W. Lutnick
Title: President
CANTOR FITZGERALD INTERNATIONAL
By: /s/ Howard W. Lutnick
----------------------------
Name: Howard W. Lutnick
Title: Chairman
CANTOR FITZGERALD EUROPE
By: /s/ Howard W. Lutnick
----------------------------
Name: Howard W. Lutnick
Title: Chairman
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eSPEED, INC.
By: /s/ Howard W. Lutnick
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Name: Howard W. Lutnick
Title: Chairman and Chief
Executive Officer
eSPEED SECURITIES, INC.
By: /s/ Howard W. Lutnick
------------------------------
Name: Howard W. Lutnick
Title: Chairman and Chief
Executive Officer
eSPEED GOVERNMENT SECURITIES, INC.
By: /s/ Howard W. Lutnick
-----------------------------
Name: Howard W. Lutnick
Title: President and Chief
Executive Officer
eSPEED MARKETS, INC.
By: /s/ Howard W. Lutnick
------------------------------
Name: Howard W. Lutnick
Title: Chairman and Chief
Executive Officer
eSPEED INTERNATIONAL LIMITED
By: /s/ Howard W. Lutnick
-------------------------------
Name: Howard W. Lutnick
Title: Director
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