Common use of ELECTRONIC RETAIL BROKER BUSINESS MODEL Clause in Contracts

ELECTRONIC RETAIL BROKER BUSINESS MODEL. The business model under which VERSUS (as defined in the license agreement for the services referred herein) and E*TRADE will operate is based on the E*TRADE international model. This business model is providing electronic retail brokerage services to users, both prospective clients and private clients, via two primary electronic access points -- telephones and personal-computers. Both access points will use international telecommunications networks, both public (Internet) and private (e.g., America On-line), to provide to the retail client ---- a range of services for financial securities transactions in various regulatory jurisdictions around the world. The governing principal for this comprehensive global securities trading service, is providing clients with a consistent user interface and substantially ------------------------- comparable features from any and all domestic access points. In this business ------------------- model there are three classes of service: access services, prospect marketing services and brokerage services. Generally speaking, the front-end access services and marketing services are to be performed either by E*TRADE or VERSUS or jointly, while the back-end, or client, brokerage services and functions are provided exclusively by VERSUS (see Attachment C for detailed descriptions or roles and responsibilities). Consequently, as a service offered by VERSUS, this venture will operate under the Canadian regulatory environment, where executions, clearing and settlement must occur and customer accounts will be opened and maintained.