EXCLUSIVITY AGREEMENT

	EXCLUSIVITY AGREEMENT (this "Agreement"), dated as of November ___, 2000, by and among ENRON NET WORKS LLC, a Delaware limited liability company which has its principal place of business at 1400 Smith Street, Houston, Texas 77002 ("Enron Net Works"), ENRON CORP., an Oregon corporation which has its principal place of business at 1400 Smith Street, Houston, Texas 77002 ("Enron"), and ESPEED, INC., a Delaware corporation which has its principal place of business at One World Trade Center, New York, New York 10048 ("eSpeed").  Each of Enron Net Works, Enron and eSpeed are referred to herein as a "Party" and collectively as the "Parties".

	WHEREAS, as of the date hereof, Enron Net Works is entering into a Subscription Agreement (the "Subscription Agreement") with eSpeed with respect to its purchase of a Unit consisting of (i) ______ shares of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of eSpeed, (ii) ______ shares of Series C Redeemable Convertible Preferred Stock, par value $.01 per share (the "Series C Preferred Stock"), of eSpeed, Inc.; and

	WHEREAS, the mandatory conversion of 666,666333,333 shares of Series C Preferred Stock into warrants to purchase 666,666333,333 shares of Class A Common Stock is subject to Enron Net Works' and Enron's compliance with the terms and provisions of this Agreement, as more fully set forth in the Certificate of Designations, Preferences and Rights of the Series C Preferred Stock (the "Series C Certificate").

	1.	Definitions.  The following terms shall have the meanings ascribed thereto:
		"Affiliate," as applied to any specified Person, means any other Person directly or indirectly Controlling, Controlled by, or under direct or indirect common Control with such specified Person.  The term "Control" (including, with correlative meanings, the terms "Controlling," "Controlled by," and "under common Control with"), as applied to any Person, means the possession, directly or indirectly, of 50% or more of the voting power (or in the case of a Person which is not a corporation, 50% or more of the ownership interest, beneficial or otherwise) of such Person, or the power otherwise to direct or cause the direction of the management and policies of that Person, whether through voting power, by contract or otherwise.  For purposes of this Agreement, Enron Net Works, Enron and their respective Affiliates shall not be considered an Affiliate of (i) eSpeed or (ii) Cantor Fitzgerald, L.P.
		"Claim" means any and all judgments, claims, causes of action, demands, lawsuits, suits, proceedings, governmental investigations, audits, administrative orders, or other obligations for losses, assessments, fines, penalties, costs, expenses, liabilities and damages (whether actual, consequential or punitive), including interest, penalties, reasonable attorneys' fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts.
		"Competing Platform" means a multilateral Platform for products that include Specified Products, other than the Enron Platform or an Excepted Platform.
		"Enron Party" means Enron Net Works, Enron and their respective Affiliates. 
		"Enron Platform" means the proprietary electronic trading facility owned and operated by Enron that is currently operated through the website located at www.enrononline.com., and any successor electronic trading facility or additional proprietary electronic trading facility owned and operated by Enron or its Affiliates, but specifically excluding any Platforms in which Enron or its Affiliates do not have a Controlling interest (e.g., TrueQuote. com, LLC and HoustonStreet Exchange, Inc.).
		"Excepted Platform" means the multilateral Platforms owned and operated by (i) HoustonStreet Exchange, Inc.(as currently operated through the website located at www.HoustonStreet.com), and (ii) TrueQuote.com, LLC (as currently operated through the website located at www.TrueQuote.com), and any successor electronic trading facility or additional electronic trading facility owned and operated by either of such parties or their Affiliates.
		"Exclusivity Period" means the 18-month period following the Closing (as defined in the Subscription Agreement).
		"Laws" means any and all laws, statutes, rules, regulations, or orders promulgated or imposed by any federal, state, or local legislative, judicial, executive or regulatory governmental authority, as established or amended from time to time, and including but not limited to the Commodities Exchange Act, as it may be amended from time to time. 
		"Person" means any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, estate, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity.
		"Platform" means a partially or fully electronic trading facility for the over-the-counter trading of commodities and related derivative products.
		"Price Posting Obligation" means a contractual obligation, arrangement or understanding, written or oral, by an Enron Party under which such Enron Party is required to provide an Enron Platform's prices for any Specified Product to a Platform for the purpose of (i) permitting the owner or operator of such Platform to display such prices on the Platforms and (ii) affording customers of such Platform the opportunity to enter into transactions with an Enron Party based upon such prices.  For the avoidance of doubt, the voluntary provision of prices to a Platform by an Enron Party, even if done pursuant to a contractual arrangement with any person, is not a "Price Posting Obligation" for purposes of this Agreement.
		"Series C Certificate" has the meaning set forth in the recitals to this Agreement.
		"Specified Products" means the commodities and derivative products set forth on Schedule A hereto.
		"Subscription Agreement" has the meaning set forth in the recitals to this Agreement.
	2.	Covenants.  
		(i)	Each of Enron Net Works and Enron hereby covenants and agrees that, during the Exclusivity Period, no Enron Party shall provide prices for any Specified Product to a Competing Platform pursuant to a Price Posting Obligation.  Nothing herein shall prohibit an Enron Party from providing prices for any product to any Platform at any time for any purpose, provided that prices are not provided pursuant to a Price Posting Obligation, including without limitation voluntarily providing prices to any Competing Platform.
		(ii)	Each of Enron Net Works and Enron hereby covenants and agrees that, during the Exclusivity Period, (a) no Enron Party shall facilitate or encourage any effort or attempt by, or otherwise cooperate in any way with (including, without limitation, by consenting to) any Person concerning the issuance of any press release, public statement or use of any marketing materials which state that an Enron Platform or an Enron Party provides prices for Specified Products to a Competing Platform, and each(b) if any Enron Party shall use its reasonable commercial effortsenters into any arrangement with a Competing Platform, such arrangement will contain a restriction that prohibits such Competing Platform from advertising or promoting the fact that such Competing Platform may have access to prevent any such public disclosure, statementprices (for Specified Products or marketing materialsotherwise) from any Enron Platform.
	3.	Representations and Warranties.  Each Party hereby represents and warrants to the other Parties as follows:
		(i)	Such Party is duly incorporated/organized and in good standing under the laws of the state of its incorporation/organization, and is qualified and in good standing in each jurisdiction in which the failure to be qualified and in good standing would have a material adverse effect upon it;
		(ii)	Suchsuch Party has all necessary power and authority to execute and to deliver,  and to perform its obligations under, this Agreement;
		(iii)	this Agreement is such Party's legal, valid and binding obligation, enforceable against it in accordance with its terms;
		(iv)	the execution and delivery of this Agreement, and the performance by such Party of its obligations under this Agreement, do not and will not violate any Law, agreement, document or instrument binding on or applicable to such Party or its Affiliates;
		(v)	such Party has obtained all consents, approvals, permits, authorizations, and qualifications required by any Law or pursuant to any contract or agreement binding upon such Party or its Affiliates that are necessary for the execution, delivery and performance of this Agreement, except where the failure to do so would not have a material adverse effect on such Party or such Party's ability to perform its obligations under this Agreement;
		(vi)	there is no action, suit, proceeding, governmental investigation or any arbitration pending or, to the knowledge of such Party, threatened, against such Party or its Affiliates which challenges the validity of this Agreement or, if adversely determined, would have a material adverse effect on such Party or its ability to perform its obligations under this Agreement; and
		(vii)	such Party is in compliance with all Laws applicable to it, except for those Laws with respect to which non-compliance would not have a material adverse effect on such Party or its ability to perform its obligations under this Agreement.
	4.	Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered personally or sent by facsimile transmission, overnight courier, or certified, registered or express mail, postage prepaid, to the Parties at the addresses set forth on the signature pages hereto, or to any other address subsequently specified by a Party in a written notice to the other Parties.  Any such notice shall be deemed given when so delivered personally or sent by facsimile transmission (provided that a confirmation copy is sent by overnight courier), one day after deposit with an overnight courier, or if mailed, three days after the date of deposit in the United States mails.
	5.	No Third Party Beneficiary.  Nothing in this Agreement shall be considered or construed as conferring any right or benefit on a person not a party to this Agreement, nor imposing any obligations on the Parties to any person not a party to this Agreement.
	6.	No Waiver.  No waiver by eSpeed of any default by any Enron Party in the performance of any provisions of this Agreement shall operate as a waiver of any continuing or future default, whether of a like or different character.	
	7.	Binding; No Assignment.  This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns in accordance with its terms.  No Party may assign its rights or obligations under this Agreement without the other Parties' express prior written consent; provided, however, that any Party may assign its rights hereunder (i) to an Affiliate (but any such assignment shall not relieve the assigning party of any obligation hereunder) or (ii) to an unrelated third party in connection with a merger or a sale of all or substantially all of the assigning party's assets to such third party. 
	8.	Entire Agreement.  This Agreement and the Series C Certificate sets forth all the terms and conditions of the agreement of the Parties with respect to the subject matter hereof and supercedes all previous written or oral agreements or understandings of the Parties.  To the extent that the terms and conditions of this Agreement and the Series C Certificate are inconsistent or conflict with any other agreement or understanding with eSpeed, the terms of this Agreement and the Series C Certificate shall govern.
	9.	Governing Law and Dispute Resolution.
		(i)	This Agreement shall be governed and construed in all respects by the laws of the State of New York (the "Governing Law"), without giving effect to principles of conflict of law.
		(ii)	(a)	Agreement Toto Arbitrate:  Except as provided in Section 9(iii) below, any Claim arising out of or relating to this Agreement or the relationship established by this Agreement, any provision hereof, the alleged breach thereof, or in any way relating to the subject matter of this Agreement, involving the Parties and/or their respective representatives, even though some or all of such Claims allegedly are extra-contractual in nature, whether such Claims sound in contract, tort, or otherwise, are asserted at law or in equity, under state or federal law, whether provided by statute or the common law, shall be resolved by binding arbitration.
			(b)	Conduct Ofof Thethe Arbitration, Andand Authority Ofof Thethe Arbitrators:  Arbitration shall be governed by the Federal Arbitration Act and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  The validity, construction, and interpretation of this agreement to arbitrate, and all procedural aspects of the arbitration conducted pursuant hereto shall be decided by the arbitrators.  In deciding the substance of the Parties’ Claims, the arbitrators shall refer to the Governing Law.  It is agreed that the arbitrators shall have no authority to award treble, exemplary or punitive damages of any type under any circumstances whether or not such damages may be available under state or federal law, or under the Federal Arbitration Act, or under the Commercial Arbitration Rules of the American Arbitration Association, the Parties hereby waiving their right, if any, to recover any such damages.
			(c)	Forum Forfor Thethe Arbitration Andand Selection Ofof Arbitrators:  The arbitration proceeding shall be conducted in New York, New York.  Within 30 days of the notice of initiation of the arbitration procedure, the Parties shall select three arbitrators, all of whom shall be independent, neutral, and qualified (i.e., none of the arbitrators shall have been previously employed by any Party, shall have a direct or indirect interest in any Party or the subject matter of the arbitration, and each of the arbitrators shall have professional and/or technical qualifications relevant to the consideration and arbitration of the Claim).  In the event that the Parties cannot agree to three arbitrators, the arbitrators shall be selected pursuant to the prevailing Commercial Arbitration Rules of the American Arbitration Association.  The arbitrators shall be entitled to consult with or retain such professional or technical consultants or experts as the arbitrators consider reasonably necessary or appropriate in connection with their consideration of any Claim, provided that all of such consultants and experts are neutral and independent of each of the Parties and possess professional or technical experience and qualifications reasonably appropriate under the circumstances.  The decision of the arbitrators shall be final and binding on the Parties and enforceable in any court of competent jurisdiction.
			(d)	Confidentiality:  To the fullest extent permitted by law, any arbitration proceeding and the arbitrator’s award shall be maintained in confidence by the Parties.
			(e)	Authority of Arbitrators.  The arbitrators shall have the power and authority issue temporary or permanent injunctive relief in any award entered by the arbitrators, and any Party may seek to any such award confirmed in, and judgment upon the award entered in, any federal or state court of competent jurisdiction.
		(iii)	Right to Seek Temporary Relief.  The Parties agree that if a Party makes a good faith determination that a breach (or potential breach) of the terms of this Agreement by the other Party may result in damages or consequences that will be immediate, severe, and incapable of adequate redress after the fact, so that a temporary restraining order or other immediate injunctive relief is the only adequate remedy, that Party may file a pleading with a court of competent jurisdiction seeking immediate temporary injunctive relief.  The Party losing the hearing for such injunctive relief shall pay all of the costs and attorneys’ fees of the other Party which are incurred in connection with seeking or opposing such injunctive relief, as the case may be.  Regardless of whether such injunctive relief is granted, following the disposition of such temporary relief issue, the Parties must proceed to resolve the dispute, if it continues, pursuant to the arbitration proceeding required by this Section 9.  
	10.	Headings.  The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation.
	11.	Severability. If any provision of this Agreement (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.
	12.	Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one agreement binding on the Parties.
	13.	Amendments and Waivers in Writing.  No change or waiver of any provision of this Agreement shall be valid unless in writing and signed by an authorized representative of the Party against which such change or waiver is sought to be enforced.
	14.	Further Assurances.  The Parties agree to execute such further instruments and to take such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.
	14.15.	Termination.  
	(i)	This Agreement shall terminate and have no force or effect in the event of the termination of the Subscription Agreement prior to the Closing (as defined therein) in accordance with the terms thereof.
	(ii)	Termination by Enron and Enron Net Works.  Upon the occurrence of any of the following, Enron or Enron Networks may, upon written notice to eSpeed, terminate this Agreement:
			(a)	eSpeed shall be in default in any material respect of any of the "Investment Agreements", and eSpeed shall have failed to cure such default within thirty (30) days following its receipt of a written notice of such default from Enron, where "Investment Agreements mean the Transaction Agreements, as defined in the Subscription Agreement, dated as of [____], 2000,  between Enron and eSpeed, and the exhibits and schedules attached to such agreements;
			(b)	A "Change of Control" shall have occurred; where "Change of Control" means any transaction or event in which a single Enron Competitor shall directly or indirectly (i) acquire or possess beneficial ownership (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of at least 50% of the outstanding voting power of eSpeed; (ii) acquire or possess the right or power to appoint a majority of the members of the Board of Directors of eSpeed; (iii) acquire all or substantially all of the assets of eSpeed; or (iv) execute an agreement to do any of (i) through (iii) above; or 
			(c)	A "Bankruptcy Event" occurs with respect to eSpeed, where "Bankruptcy Event" means, with respect to eSpeed,
 	 		(I)	eSpeed (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for eSpeed a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against eSpeed in a proceeding of the type described in subclauses (i) through (iv) of this clause (I); or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of such Person or of all or any substantial part of eSpeed's assets; or
			(II)	a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law has been commenced against or with respect to eSpeed, and one hundred twenty (120) days have expired without dismissal thereof or with respect to which, without eSpeed's consent or acquiescence, a trustee, receiver, or liquidator of eSpeed or of all or any substantial part of eSpeed’s assets has been appointed and ninety (90) days have expired without the appointment's having been vacated or stayed, or ninety (90) days have expired after the date of expiration of a stay, if the appointment has not previously been vacated.
		(iii)	Breach by Enron or Enron Net Works.  In the event that Enron or Enron Net Works is in default in any provision of this Agreement, and Enron and/or Enron Net Works has failed to cure such default within thirty (30) days following its receipt of a written notice of such default from eSpeed, then eSpeed may consider Enron and/or Enron Net Works to be in breach of this Agreement and may pursue any and all remedies available to it under applicable law or in equity.  For purposes of the Series C Certificate, the "Exclusivity Commitment Condition" shall not be satisfied if such breach (i.e., a default that is not cured within such 30 day period) occurs at any time within six months after the "Date of Issuance" (as defined in the Series C Certificate).
	16.	Limitation of Liability.  IN NO EVENT WILL ANY ENRON PARTY, ESPEED, OR THEIR RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR REPRESENTATIVE, BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST REVENUES, LOST PROFITS, LOST BUSINESS OR OTHER LOST BENEFITS) IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES.

[signature page follows]

	IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
						ENRON NET WORKS LLC

						By:________________________________
							Name:	
							Title:
						Address for notices:	1400 Smith Street
             	   							Houston, Texas  77002
			Attn:  Mark E. Haedicke
									Fax No.: 

						ENRON CORP.

						By:________________________________
							Name:	
							Title:
						Address for notices:	1400 Smith Street
             	   							Houston, Texas  77002
			Attn: []
									Fax No.: 

						ESPEED, INC.

						By:________________________________
							Name:	
							Title:
						Address for notices:	One World Trade Center
									103rd Floor
									New York, New York 10048
								Attention: General Counsel
								Fax: (212) 938-5000