MANAGEMENT CONTINUITY AGREEMENT

MANAGEMENT CONTINUITY AGREEMENT

This MANAGEMENT CONTINUITY AGREEMENT (this “Agreement”) is made as of December 9, 2005 by and between TradeStation Group, Inc., a Florida corporation, with its principal office at 8050 S.W. 10^th Street, Plantation, Florida 33324 (the “Company”), and      (“Executive”).

WITNESSETH:

WHEREAS, the Company believes it to be in the best interest of the Company and its shareholders to assure that the Company will have the continued dedication of Executive, should there be a Change in Control;

WHEREAS, the Company believes it is imperative to diminish the distraction of Executive by virtue of the personal uncertainties should there be a Change in Control; and

WHEREAS, it is customary for a company to enter into a management continuity agreement such as this Agreement with its key executives.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

DEFINITIONS

1. DEFINITIONS

a. “Accrued Obligations” means any base salary earned but unpaid, any accrued but unused vacation or sick pay payable pursuant to the Company’s policies at the time of termination of employment, any earned or declared annual bonus for any complete fiscal year which has not then been paid, and any unreimbursed business expenses payable pursuant to the Company’s policies.

b. “Act” means the Securities Exchange Act of 1934, as amended from time to time.

c. “Affiliate” means with respect to a Person, a corporation, limited liability company, partnership, or similar entity where at least 50% of the voting securities or ownership interests of said entity are directly or indirectly owned by such Person.

d. “Cause” means, if such circumstances have a material adverse impact on the Company, or the Company and its Affiliates as a whole, whether economic, or reputation wise or otherwise, the occurrence of any of the following circumstances: (i) Executive’s refusal to perform Executive’s duties tantamount to abandonment of duties; (ii) Executive’s willful misconduct or gross negligence with regard to the Company or its Affiliates or their respective businesses, assets or employees (in the nature of fraud, embezzlement or other act of dishonesty with regard to the Company or its Affiliates); (iii) Executive’s conviction of, or pleading nolo contendere to, a felony involving fraud, dishonesty or moral turpitude; or (iv) Executive’s intentional breach of a fiduciary duty owed to the Company or its Affiliates.

e. “Change in Control” means the occurrence of any of the following:

(i) any Person (other than the Company, the Controlling Shareholder Group, any Employee Purchaser, any subsidiary of the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing more than fifty (50%) of the combined voting power of the Company’s then outstanding securities;

(ii) a merger or consolidation of the Company with any other corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a reorganization or recapitalization of the Company (or similar transaction) in which no Person acquires more than fifty (50%) of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or

(iii) the consummation of the sale or disposition by the Company directly or indirectly, of all or substantially all of the Company’s assets or accounts other than (x) the sale or disposition of all or substantially all of the assets of the Company to a subsidiary of the Company or to a Person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale or (y) pursuant to a spin-off type transaction, directly or indirectly, of such assets to the stockholders of the Company.

Notwithstanding the foregoing, in no event shall a Change in Control be deemed to have occurred, with respect to Executive, if Executive is part of a purchasing group which consummates a transaction causing a Change in Control. Executive shall be deemed “ part of a purchasing group” for purposes of the preceding sentence if Executive is a direct or indirect equity participant in the purchasing company or group; provided however, that Executive shall not be considered part of a purchasing group if the Executive owns, directly or indirectly, 1% or less of the outstanding securities of the purchasing company or group.

f. “COBRA” means Consolidated Omnibus Budget Reconciliations Act of 1985, as amended.

g. “Code” means the Internal Revenue Code of 1986, as amended.

h. “Common Stock” means the common stock, par value $.01 per share, of the Company.

i. “Controlling Shareholder Group” means (i) William R. Cruz, (ii) Ralph L. Cruz, (iii) the spouses and lineal descendants of the persons described in clauses (i) and (ii), (iv) any trust whose only beneficiaries are persons described in the foregoing clauses (i), (ii) and (iii), and (v) any Affiliate of the persons described in the foregoing clauses (i), (ii) (iii) and (iv).

j. “Date of Termination” means (i) in the case of a Termination for Good Reason, the date that is 15 days after the receipt by the Company of the Notice of Termination or any later date specified therein, as the case may be, (ii) in the case of a termination by the Company for any reason other than Cause, the date on which the Company notified Executive of such termination (or a later date specified therein), (iii) in the case of a termination by Executive without Good Reason, the date on which Executive notified the Company of such termination (or a later date specified therein), (iv) in the case of a termination by the Company for Cause, the date the Company provides Executive with a Notice of Termination (or a later date specified therein); or (v) in the case of a termination pursuant to Section 2(a), the 90^th day following a Change in Control.

k. “Employee Purchaser” means (i) any employee of the Company or group of employees of the Company, (ii) the spouse and lineal descendants of the persons described in clause (i), (iii)&n