CONSULTING AGREEMENT


                  CONSULTING AGREEMENT dated May 3, 2002, by and between
Instinet Group Incorporated ("Company") and Kenneth K. Marshall ("Consultant"),
with effect from May 1, 2002.

                  WHEREAS, the Company desires the consulting services of
Consultant, as Special Consultant to the Board of Directors, including but not
limited to assisting in risk management, corporate governance and support
infrastructure,, and Consultant is willing to be engaged by the Company in such
capacity upon the terms and conditions set forth herein;

                  NOW, THEREFORE, the parties hereto agree as follows:

                  1. Engagement. The Company hereby engages Consultant, and
Consultant hereby accepts such engagement, to serve the Company in a consulting
capacity as an independent contractor (the "Service Arrangement").

                  2. Term. The period of service of Consultant to the Company
(the "Consulting Period") will be for a term of eight months commencing on May
1, 2002 and terminating on December 31, 2002 or such earlier time as the Service
Arrangement between Consultant and the Company is terminated in accordance with
Section 6, or such later time as the parties may agree as provided in this
Section 2. On or before December 1, 2002, the Company and Consultant shall agree
in writing whether the term of the Service Arrangement will be extended beyond
the then current expiration date of the Service Arrangement. In the absence of
the execution of such written agreement, the term of the Service Arrangement
will not be extended beyond the expiration date specified.

                  3.  Duties.

                           3.1 During the Consulting Period, Consultant shall
render consulting services, as Special Consultant to the Board of Directors,
with respect to such aspects of the Company's business as the Chairman of the
Company, or his successors, may request and with respect to assisting in risk
management, corporate governance and support infrastructure (the "Services").
Additionally, Consultant shall render such Services as Mark Nienstedt, currently
Acting President and Chief Executive Officer of the Company, may request.

                           3.2 Consultant shall be available to the Company, at
the Company's request, at such times as may be reasonable and necessary to the
performance of the Services in New York, London, and such other places as may be
reasonably requested by the Company.

                           3.3 The Company agrees that the Consultant may assign
its rights and obligations under this Agreement to an entity (corporate,
partnership, LLC or otherwise) formed by Consultant. It is understood that the
Consultant's Services will be rendered by Kenneth K. Marshall personally, unless
the Company agrees in writing that certain specific services may be provided by
a different representative or agent of Consultant.

                           3.4 In view of the Company's anticipated need for
Consultant's Services, Consultant represents that it has not to date undertaken,
and agrees that it will not undertake, any engagement for consulting services to
be provided during the Consulting Period, which engagement will interfere or
conflict with the timely performance of Consultant's duties hereunder.

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                  4.  Compensation.

                           4.1 During the Consulting Period, Consultant will be
entitled to receive a monthly consulting fee of $60,000 from Company, for 50% of
Consultant's time, for each month worked. Consultant will prepare and submit to
Company an invoice on a monthly basis reflecting specific services rendered and
the number of days engaged in the Services for the Company in the previous
month. Company will compensate Consultant in accordance with such invoices and
this paragraph within fifteen days of submission of invoices.

                           4.2 Consultant acknowledges and agrees that it is
solely responsible for any federal, state or local income, excise or other taxes
imposed on the Consultant as a result of any of the payments provided for under
this Agreement.

                           4.3 During the Consulting Period, Company agrees to
indemnify and hold harmless Consultant from any and all claims, losses, and
causes of action arising from Consultant's appropriate discharge of its
responsibilities hereunder. To the extent allowable by Company's insurance
carrier, Consultant will likewise be covered by Company's director's and
officer's insurance and/or fiduciary insurance to the same extent as applies to
active Company officers.

                  5.  Expenses.

                           5.1 Consultant shall bear all expenses incurred in
connection with performance of the Services, except that the Company shall
reimburse Consultant, upon submission of appropriate supporting documentation,
for: (i) reasonable travel (including Business Class airfare), lodging, and food
expenses incurred on trips outside New York that are taken at the specific
request of the Company; (ii) photocopying, postage, and long distance or
facsimile charges necessarily incurred in performing the Services, and (iii)
overnight courier and messenger service charges reasonably incurred in order to
provide the Services; provided, however, that Consultant shall not incur any
reimbursable expenses in excess of $5,000 per month in the aggregate, without
the prior written consent of the Company. The foregoing notwithstanding,
Consultant may utilize the 30th floor dining room at Company's headquarters,
provided such usage is reasonable and appropriate.

                           5.2 During the Consulting Period, Company will make
available to Consultant, as necessary, work space and secretarial support in the
Company's New York and London offices and such computer access as may be
necessary or desirable to perform the Services. To the extent practicable,
Company will make available to Consultant the same office on the 9th floor at 3
Times Square that was used by Consultant at the time of his retirement from
Company.

                  6.  Termination.

                           6.1 Either party may terminate the Service
Arrangement at any time, for any reason or no reason, by providing written
notice to the other. Termination will be effective immediately upon notice.

                           6.2 For purposes of this Agreement, "Cause" shall
mean: (a) material breach of this Agreement (continuing for 10 days after
receipt of written notice stating the nature of the breach and the need to
cure); (b) gross negligence in the performance or intentional non-performance of
the Services; (c) dishonesty, fraud or misconduct with respect to the business
or affairs of the Company which materially affects the operations or reputation
of the Company; or (d) Consultant's conviction of a felony or other crime
involving moral turpitude.

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                           6.3 If the Company terminates the Service Arrangement
without Cause (as defined above), Consultant shall be entitled to a lump sum
payment equal to the full amount of consulting fees which remain unpaid through
the date on which the Service Arrangement was scheduled to expire.

                           6.4 If the Company terminates the Service Arrangement
for Cause or if Consultant terminates the Service Arrangement for any reason at
all, the Company's obligations under Section 4 shall immediately terminate,
except that any consulting fees which theretofore have been earned by Consultant
up through the date of termination will be due and payable.

                  7.  Ownership of Intellectual Property.

                           7.1 For purposes of this Agreement, "Work Product"
means, collectively, all work product created, conceived, developed or first
reduced to practice by Consultant, either solely or in collaboration with
others, including, without limitation, designs, inventions, improvements,
processes, computer programs, graphics, pictorial representations, user
interfaces, functional specifications, reports, spreadsheets, presentations and
analyses, which arise (directly or indirectly) out of Consultant's performance
of the Services.

                           7.2 The Company will own all right, title and
interest in all Work Product, including without limitation all subject matter
for which the Company may obtain and hold copyrights, registrations and any
intellectual property or other protections that may be available to the Company.

                           7.3 Without limiting the scope of Section 7.2, all
Work Product, to the extent copyrightable under the United States Copyright Act
of 1976 (the "Act"), will be "works made for hire" pursuant to the Act, and the
Company will thereby own all right, title and interest in all copyrightable Work
Product. To the extent that the Work Product or any part thereof will be deemed
by a court of competent jurisdiction or any governmental or regulatory agency
not to be a "work made for hire" within the meaning of the Act, the provisions
of this Agreement will still control and, for the consideration set forth
herein, Consultant hereby irrevocably and absolutely assigns, sets over and
grants to the Company, its successors and assigns, the Work Product and all of
its rights therein, including, but not limited to, any copyrights and renewals
and extensions thereof.

                           7.4 Consultant will sign and deliver to the Company,
without additional compensation, all documents (including U.S. and foreign
patent applications) for assigning, securing, protecting or registering all
property rights in all Work Product. Unless so requested or otherwise permitted
in writing by the Company, Consultant will not apply for any patents or
copyrights, whether domestic or foreign, on any Work Product. Consultant will
assist and cooperate with the Company in any controversy or legal or
administrative proceedings involving or relating to any Work Product. Consultant
will further keep and maintain, or assist in keeping and maintaining, such
records as will show the conception, development, reduction to practice and
operation of all Work Product, as well as such other records as the Company may
request, all of which records will be and remain the property of the Company.

                  8.  Confidentiality.

                           8.1 For purposes of this Agreement, "Protected
Information" subject to the provisions of Section 8.2 means: (a) all Work
Product and (b) all trade secrets or other confidential or proprietary
information owned, developed or possessed by the Company or any of its
affiliates, whether in tangible or intangible form, pertaining to the business
of the Company or any of its affiliates, including,

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without limitation, research and development operations, systems, databases,
computer programs and software, designs, models, operating procedures, knowledge
of the organization, products (including process, costs, sales or content),
process, techniques, machinery, contracts, financial information or prospective
customers, identities or individual contacts of business entities which are
customers or prospective customers, preference, business or habits and business
relationships, whether developed prior to the date of this Agreement or
hereafter, and made known to Consultant, whether or not developed, devised or
otherwise created in whole or in part by Consultant's efforts, by reason of
Consultant's engagement by the Company.

                           8.2 Notwithstanding Section 8.1, Protected
Information will not include information which: (a) at or prior to the time of
disclosure by the Company to Consultant was already known to the Consultant (as
evidenced in writing), except to the extent unlawfully appropriated; (b) at or
after the time of disclosure by the Company to Consultant becomes generally
available to the public other than through any act or omission on the
Consultant's part; or (c) the Consultant receives from a third party free to
make such disclosure without breach of any legal obligation.

                           8.3 No Unauthorized Use or Disclosure of Protected
Information.

                           a. During and after the Consulting Period, up through
and including April 30, 2004, Consultant agrees that it will maintain the
Protected Information in strict confidence, and shall use the Protected
Information only for the purposes set forth in this Agreement.

                           b. During and after the Consulting Period, up through
and including April 30, 2004, Consultant agrees that it will not: (i) use or
disclose any Protected Information in contravention of the Company's policies or
procedures made known to Consultant; (ii) use or disclose any Protected
Information in contravention of any lawful instruction or directive, either
written or oral, of any Company employee; (iii) use or disclose any Protected
Information in contravention of any duty existing under law or contract; (iv)
use or disclose any Protected Information knowingly to the detriment of the
Company; (v) use or disclose any Protected Information to any third party
without the express written consent of the Company; (vi) use or disclose any
Protected Information for a purpose other than for which Consultant is
authorized under this Agreement; or (vii) otherwise take any action inconsistent
with the Company's measures to protect its interests in the Protected
Information, or any action which would constitute or facilitate the unauthorized
use or disclosure of Protected Information.

                           8.4 Promptly upon the termination of the Service
Arrangement, for any reason, or any time at the request of the Company,
Consultant will deliver to the Company all property or materials within
Consultant's possession or control which belong to the Company or its affiliates
or which contain or are based upon Protected Information (including notes,
presentations, reports, charts, spreadsheets and other documents which contain
or reflect Protected Information).

                           8.5 If Consultant is required to disclose any
Protected Information pursuant to any applicable statute, regulation, order,
subpoena or document discovery request, Consultant may do so, provided that
prior written notice of such disclosure is furnished to the Company as soon as
practicable in order to afford the Company an opportunity to seek a protective
order.

                  9.  Relationship Between Consultant and the Company.

                           9.1 Consultant is an independent contractor and not
an employee or agent of the Company. The Consultant will not take any action or
sign any agreement on behalf of the Company without the Company's express
written consent. The Consultant will not represent to third parties that he has
the power to bind the Company.

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                  10. Certain Covenants, Representations and Warranties.

                           10.1 Consultant represents and warrants that it has
not entered into an agreement, nor been a party to any other arrangement, that
will prevent Consultant from fully performing his obligations under this
Agreement. Consultant may, however, seek approval in writing (which approval
shall not be unreasonably withheld) from the Company to perform non-competitive,
non-violative consulting services for third parties simultaneously with
providing the Services hereunder. Consultant represents and warrants that no
work performed by it hereunder will infringe or violate the proprietary or
intellectual property rights of any third party, except to the extent that the
work consists exclusively of materials or information provided to Consultant by
the Company.

                           10.2 Consultant represents and warrants that all work
he performs pursuant to this Agreement will be performed with a professional
level of skill and will conform to the instructions and specifications set forth
herein or as orally directed by the Company.

                           10.3 During the Consulting Period and for one year
following the termination of the Service Arrangement for any reason, Consultant
agrees, both on its own behalf and on behalf of any representative or agent of
Consultant approved by the Company, (i) not to solicit, or encourage to leave
the employment or other service of the Company or its affiliates or hire any
person who is at the time in question an employee or independent contractor of
the Company or its affiliates and (ii) not to intentionally interfere with the
Company's or any of its affiliates' relationship with, or endeavor to entice
away from the Company or any of its affiliates, any person who during the
Consulting Period is or was a customer or client of the Company or any of its
affiliates.

                           10.4 Consultant hereby indemnifies and agrees to hold
the Company and its affiliates (and their officers, directors, employees and
agents) harmless from and against any loss, liability, damage, cost or expense
(including, without limitation, reasonable attorneys' fees and expenses)
suffered or incurred by any of them and arising out of (i) Consultant's gross
negligence or willful misconduct; (ii) Consultant's infringement or violation of
the proprietary or intellectual property rights of any third party; or (iii)
Consultant's breach of any of the terms of this Agreement. The Company hereby
indemnifies and agrees to hold the Consultant and its approved representatives
and agents harmless from and against any loss, liability, damage, cost or
expense (including, without limitation, reasonable attorneys' fees and expenses)
suffered or incurred by any of them and arising as of (i) the Company's gross
negligence or willful misconduct; (ii) the Company's infringement or violation
of the proprietary or intellectual property rights of a third party; or (iii)
the Company's breach of any of the terms of this Agreement.

                  11. Miscellaneous.

                           11.1 All notices under this Agreement must be in
writing and must be sent by hand delivery, overnight delivery service or
certified or registered mail, or by facsimile (promptly confirmed by dispatching
the hard copy by hand delivery, overnight delivery service or certified or
registered mail) to the address of the applicable party set forth below (or as
otherwise notified by such party). Notices will be deemed given upon receipt or,
in the case of notice by facsimile, upon telephonic confirmation or receipt of
the appropriate number of pages and dispatch of the hard copy.

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                  IF TO INSTINET:                      IF TO CONSULTANT:

                  Instinet Group Incorporated          Kenneth K. Marshall
                  3 Times Square                       963 Lily Pond Lane
                  New York, NY  10036                  Franklin Lakes, NJ 07417
                  Attention: General Counsel


                  These addresses may be changed by written notice to the other
parties, provided that no notice of change of address shall be effective until
actual receipt of that notice.

                           11.2 Neither the rights nor the obligations under
this Agreement may be assigned or delegated by either party, except that the
Company has the right to assign any of its rights or delegate any of its
obligations hereunder to any of its affiliates.

                           11.3 This Agreement may be modified, superseded,
canceled, renewed or extended, and the terms hereof may be waived, only by a
writing executed by all of the parties hereto, or in the case of waiver, by the
party waiving compliance. No course of dealing, course of performance or failure
of any party to strictly enforce any term, right or condition of this Agreement
shall be construed as a waiver of any term, right or condition.

                           11.4 If any term of this Agreement or the application
thereof is found invalid, illegal or unenforceable, the remainder of this
Agreement will remain in full force and effect.

                           11.5 The Agreement is being delivered in and shall be
governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to conflict of laws principles thereof. The
parties hereby consent to the sole and exclusive jurisdiction of the courts of
the State of New York for purposes of any action or proceeding brought on or in
connection with this Agreement or any alleged breach thereof.

                  IN WITNESS WHEREOF, the undersigned have executed and
delivered Agreement as of the date first set forth above.

INSTINET GROUP INCORPORATED                       CONSULTANT


         /s/ Mark D. Nienstedt                       /s/ Kenneth K. Marshall
By:      ___________________________              By:___________________________
         Mark D. Nienstedt                               Kenneth K. Marshall
         Acting President and
         Chief Executive Officer


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Source: OneCLE Business Contracts.