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                                                                    EXHIBIT 10.9


                             TEJAS SECURITIES GROUP

                               CLEARING AGREEMENT

This agreement is made on 3rd day of December, 2001 (the "Agreement") between
Correspondent Services Corporation [csc] ("CSC") with its principal place of
business being 1000 Harbor Boulevard, 7th Floor, Weehawken, New Jersey 07086
and Tejas Securities Group ("Correspondent") with its principal place of
business being 2700 Via Fortuna, Suite 400, Austin, Texas 78746.


                                   WITNESSETH

WHEREAS, the Correspondent is desirous of availing itself of clearing, execution
and other services related to the securities business as more fully set forth
herein.

WHEREAS, CSC desires to extend the foregoing types of services to the
Correspondent.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
and other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto hereby covenant and agree as follows:

I. Services

   A.  Services to be Performed by CSC

       (i)    CSC may execute orders for the Correspondent's proprietary
              accounts and/or the Correspondent's customers whose cash and/or
              margin accounts have been accepted by CSC ("Introduced Accounts"),
              but only insofar as such orders are transmitted by the
              Correspondent or its designee to CSC.

       (ii)   CSC will generate, prepare and/or transmit the appropriate data to
              effect the production of and cause to be mailed confirmations
              respecting transactions effected by each of the Introduced
              Accounts.

       (iii)  CSC will prepare and mail the summary monthly statements (or
              quarterly statements if no activity in any Introduced Account
              occurs during any quarter covered by such statement) to every
              Introduced Account.

       (iv)   CSC will settle contracts and transactions in securities
              (including options to buy or sell securities) (i) between the
              Correspondent and other brokers and dealers, (ii) between the
              Correspondent and the Introduced Accounts,

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              and (iii) between the Correspondent and persons other than the
              Introduced Accounts or other brokers and dealers.

       (v)    CSC will engage in all cashiering functions for the Introduced
              Accounts, including the receipt, delivery and transfer of
              securities purchased, sold, borrowed and loaned, receiving and
              distributing payment therefore, holding in custody and safekeeping
              all securities and payments so received, the handling of cash and
              margin accounts, including paying and charging of interest, the
              receipt and distribution of dividends and other distributions, and
              the processing of exchange offers, rights offerings, warrants,
              tender offers and redemptions. Exclusively for purposes of the
              Securities and Exchange Commission's financial responsibility
              rules and SIPC requirements, the Correspondent's customers will
              be considered customers of CSC and not customers of the
              Correspondent. Nothing herein shall cause the Correspondent's
              customers to be construed or interpreted as customers of CSC for
              any other purpose, or to negate the intent of any other section of
              this agreement, including, but not limited to, the delineation of
              responsibilities as set forth elsewhere in this agreement. Upon
              mutual written agreement of the parties hereto, the cashiering
              functions with respect to the receipt of securities and the making
              and receiving payments therefor may be relinquished to the
              Correspondent.

       (vi)   CSC will construct and maintain books and records of all
              transactions executed or cleared through it and not specifically
              charged to the Correspondent pursuant to the terms of this
              Agreement, including a daily record of required margin and other
              information required by Rule 432(a) of the rules of the Board of
              Directors of the New York Stock Exchange, Inc. (the "Rules"), or
              by the constitution, articles of incorporation, by-laws (or
              comparable instruments) or rules, regulations or other instruments
              corresponding to the foregoing, and the stated policies or
              practices of any other securities exchange (the "Standards"),
              including but not otherwise limited to any national securities
              exchanges registered under the Securities Exchange Act of 1934, as
              amended ("National Securities Exchange").

       (vii)  Pursuant to an agreement with UBS PaineWebber Inc. ("UBSPW"),
              UBSPW provides a variety of services to CSC including
              administrative, financial, operational and related services, some
              of which CSC may provide to Correspondent pursuant to this
              Agreement. Specifically, such services include but are not limited
              to, centralized cashiering functions, delivery and receipt of
              securities, securities purchases and sales, custody of all
              securities and funds, distribution of dividends, processing of
              exchange offers, rights offerings, warrants and tender offers and
              redemptions for your cash and margin account customers.

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       (viii) Pursuant to NASD Rule 3230(b), CSC will, upon receipt of a
              customer complaint from a client of the Correspondent, promptly
              forward such complaint to (A) Correspondent and (B) its designated
              examining authority ("DEN") (or, if none, to its appropriate
              regulatory agency or authority) and notify the client of the
              Correspondent, in writing, that CSC has done so. Correspondent
              agrees to promptly notify CSC of any changes in their DEA.

       (ix)   CSC, upon the execution of this agreement and annually thereafter,
              will provide to the Correspondent a list or description of all
              reports (exception and other types of reports) which it offers to
              the Correspondent to assist the Correspondent in supervising its
              activities, monitoring its customer accounts, and carrying out is
              functions and responsibilities under this agreement. Correspondent
              must promptly notify CSC, in writing, of those specific reports
              that the Correspondent requires to supervise and monitor its
              customer accounts and CSC will retain as part of its books and
              records, copies of the reports requested by or provided to
              Correspondent. Each year, no later than July 31, CSC will notify
              in writing Correspondent's chief executive and compliance officers
              of the reports offered to the introducing member pursuant to this
              agreement and the reports requested by or supplied to the
              Correspondent as of such date. CSC will also provide a copy of the
              notice to the Correspondent DEA (or, if none, to its appropriate
              regulatory agency or authority).

B.     Services Which Shall Not be Performed by CSC

       Unless otherwise agreed to in a writing executed by the parties hereto,
       CSC shall not engage in any of the following services on behalf of the
       Correspondent:

       (i)    Accounting, bookkeeping or recordkeeping, cashiering, or any other
              services with respect to commodity transactions, and/or any
              transaction other than securities (including derivatives, etc.)
              transactions.

       (ii)   Preparation of the Correspondent's payroll records, financial
              statements or any analysis or review thereof or any
              recommendations relating thereto.

       (iii)  Preparation or issuance of checks in payment of the
              Correspondent's expenses, other than expenses incurred by CSC on
              behalf of the Correspondent pursuant to this Agreement.

       (iv)   Payment of commissions, salaries or other remuneration to the
              Correspondent's salespersons or any other employees of the
              Correspondent.

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       (v)    Preparation and filing of reports (the "Reports") with the
              Securities and Exchange Commission, any state securities
              commission, any National Securities Exchange, or other securities
              exchange or securities association or any other regulatory or
              self-regulatory body or agency with which the Correspondent is
              associated and/or by which it is regulated. Furthermore, CSC will,
              at the request of the Correspondent, furnish the Correspondent
              with any necessary information and data contained in books and
              records kept by CSC and not otherwise reasonably available to the
              Correspondent if such information is required in connection with
              the preparation and filing of Reports by the Correspondent.

       (vi)   Making and maintaining reports and records required to be kept by
              the Correspondent by the Currency and Foreign Transactions
              Reporting Act of 1970 (Bank Secrecy Act) and the regulations
              promulgated pursuant thereto, or any similar laws or regulations
              enacted or adopted hereafter, except that CSC reserves the right
              to make and file such reports on behalf of itself where it deems
              it appropriate for its own protection; and the Correspondent
              recognizes that when CSC does so, CSC does not thereby assume any
              responsibility for such services and/or relieve the Correspondent
              of any responsibility for such services.

       (vii)  Verification of the address changes of any Introduced Account.

       (viii) Obtaining (except for bona fide institutional accounts) and
              verifying new account information, and insuring that such
              information meets the requirements of NYSE Rule 405(1) and/or NASD
              Rule 3110(c)(2) and any other rules or applicable standards.

       (ix)   Maintaining a record of all personal and financial information
              concerning any Introduced Account and all orders received
              therefrom, and maintaining all documents and agreements executed
              by any Introduced Account, except as required by CSC.

       (x)    Holding for safekeeping of the securities of any Introduced
              Account registered in the name of the Introduced Account, unless
              mutually agreed.

       (xi)   Accepting deposits from the Correspondent in the form of coin or
              currency of the United States or any other country.

       (xii)  Accepting any deposits from the Correspondent that appear to CSC
              to be suspicious.

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II.    Clearing Charges

       See Schedule "A" attached hereto and incorporated herein by reference.

       Correspondent shall have sole discretion to determine the amount of
       commission/mark up and/or fees charged to its Introduced Accounts cleared
       by CSC. CSC agrees to pay Correspondent all commissions and/or sales
       credits received by CSC with respect to business introduced by
       Correspondent less any amounts due to CSC under this Agreement or
       otherwise and any expenses or other sums paid to third parties by CSC
       paid on the Correspondent's behalf.

       In no event shall the fees charged in this Article II for the above
       services be in contravention of the Securities Act of 1933, as amended,
       the Securities Exchange Act of 1934, the Investment Advisers Act of 1940,
       as amended, or the Employee Retirement Income Security Act of 1974, as
       amended, or any rules or regulations thereunder, or any other law, rule
       or regulation, Federal, State or Local, or any constitution, by-law,
       rule, regulation or instrument Correspondent to the foregoing, or stated
       policy or practice of any national securities exchange or other
       securities exchange or association or other regulatory or self-regulatory
       body or agency ("Laws and Regulations"). In the event that such fees are
       deemed by CSC or the Correspondent to be in contravention of the Laws and
       Regulations, they shall be replaced with fees mutually agreed upon in
       writing by CSC and the Correspondent.

III.   Notation on Statements, Confirmation and Other Written Material

       CSC shall carry all Introduced Accounts in the names of the
       Correspondent's customers, with a notation on its books and records that
       such Introduced Accounts were introduced by the Correspondent, and all
       monthly or quarterly statements and confirmations relating to such
       Introduced Accounts shall also indicate that the Introduced Accounts were
       introduced by the Correspondent. In addition, account statements will
       indicate that customer funds and securities received by CSC will be held
       at CSC and will contain the telephone number of a contact area at CSC.
       Inadvertent omission of such notations shall not be deemed to constitute
       a breach of this Agreement. Copies of the forms covering the foregoing
       shall be furnished by CSC to the Correspondent.

IV.    Opening of Accounts

       (i)    At the time of the opening of each Introduced Account,
              Correspondent shall furnish CSC with all financial and personal
              information concerning such Introduced Accounts as CSC may
              reasonably require. At the time of the opening of any Introduced
              Accounts which are margin accounts, the Correspondent shall
              furnish CSC with executed customers' agreements, hypothecation
              agreements and consents to loans of securities (collectively, the
              "margin agreement"), CSC shall supply the Correspondent with
              margin agreement forms regarding margin accounts in sufficient
              quantities, such forms to be submitted to CSC upon their
              completion by

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              the Correspondent. If any Introduced Account may have been opened
              without CSC having previously received a properly executed margin
              agreement, failure of CSC to receive such margin agreements shall
              not be deemed to be a waiver of the information requirements set
              forth herein. Upon the written or oral request of CSC, the
              Correspondent shall furnish CSC with any other documents and
              agreements executed by the Introduced Account on forms which shall
              be supplied by CSC in sufficient quantities and which may
              reasonably be required by CSC in connection with the opening,
              operating or maintaining of any Introduced Account. CSC may, at
              its option, mail margin agreements, option agreements, "new
              account" forms or any other form at its discretion directly to the
              Introduced Accounts upon notification of the Correspondent, and/or
              require completion of said margin agreements, "new account" forms
              and/or other forms, and, if required, option account agreements
              for the Introduced Accounts. The Correspondent shall promptly
              provide CSC with basic data and copies of documents relating to
              each of the Introduced Accounts, including, but not otherwise
              limited to, copies of records of any receipts of the Introduced
              Accounts' funds and/or securities received directly by the
              Correspondent, as shall be necessary for CSC to discharge its
              service obligations hereunder.

       (ii)   All transactions in any Introduced Account are to be considered
              cash transactions until such time as CSC has received margin
              agreements, duly and validly executed in respect of such
              Introduced Account. Nevertheless, it is intended that
              Correspondent will obtain executed margin agreements within the
              time periods set forth in procedural manuals provided by CSC or
              any entity affiliated with CSC. In the event credit is
              inadvertently extended with respect to such Introduced Accounts,
              Correspondent shall indemnify and hold CSC harmless from and
              against all loss, liability, damage, cost and expense (including
              but not otherwise limited to reasonable fees and expenses of legal
              counsel) arising therefrom.

       (iii)  At the time of the opening of any Introduced Account, the
              Correspondent shall furnish CSC with the name of any principal if
              other than the account name, for whom the Correspondent is acting
              as agent, and written evidence of such authority.

       (iv)   The Correspondent shall have the sole and exclusive responsibility
              for compliance with NYSE Rule 405(3) and/or NASD Rule 3110 (c) and
              shall specifically approve the opening of any new account before
              forwarding such account to CSC as a potential Introduced Account.
              CSC, in its reasonable business judgement, reserves the right to
              reject any account which the Correspondent may forward to CSC as a
              potential Introduced Account. CSC also reserves the right to
              terminate any account previously

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Tejas Securities Group -- Agreement
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              accepted by it as an Introduced Account. By mutual agreement, CSC
              may open institutional accounts on behalf of Correspondents, if
              said institution deals directly with CSC or any affiliated
              organization.

       (v)    Pursuant to written notification received by the Correspondent and
              forwarded to CSC, any account of the Correspondent may choose to
              reject the services to be performed by CSC pursuant to this
              Agreement and thus choose not to be serviced as an Introduced
              Account pursuant hereto. Upon notice from another member
              organization that an Introduced Account intends to transfer his
              account thereto, CSC shall expedite such transfer and shall have
              the sole and exclusive responsibility for compliance with NYSE
              Rule 412 and/or NASD Rule 11870.

       (vi)   It shall be the sole and exclusive responsibility of the
              Correspondent to make every reasonable effort to ascertain the
              essential facts relative to any Introduced Account and any order
              therefore, in compliance with NYSE Rule 405(1) and/or NASD Rules
              2310 and 3110(c)(2), of the Rules, including but not otherwise
              limited to ascertaining the authority of all orders for Introduced
              Accounts, and the genuineness of certificates, papers and
              signatures provided by each Introduced Account. Any investment
              advice to include selection of a qualified money manager furnished
              to an Introduced Account by the Correspondent shall be the sole
              and exclusive responsibility of the Correspondent.

       (vii)  The Correspondent shall be solely and exclusively responsible for
              the handling and supervisory review of any Introduced Accounts
              over which the Correspondent's partners, officers or employees
              have discretionary authority, as required by NYSE Rule 408 and/or
              NASD Rules 2510 and 3110 (c)(3) and any other applicable Laws and
              Regulations. The Correspondent shall furnish CSC with such
              documentation with respect thereto as may be requested by CSC. The
              Correspondent hereby agrees to indemnify and hold CSC harmless
              against any loss, liability, damage, cost or expense (including
              but not otherwise limited to fees and expenses of legal counsel)
              suffered or incurred by CSC directly or indirectly as a result of
              any liabilities or claims arising from the exercise by the
              Correspondent, its partners, officers or employees of
              discretionary authority over Introduced Accounts. The
              Correspondent hereby warrants that with regard to any orders or
              instructions given by the Correspondent with respect to such
              discretionary accounts, its partners, officers or employees shall
              have been fully and properly authorized relative thereto and that
              the execution of such orders shall not be in violation of the Laws
              and Regulations. Furthermore, the Correspondent hereby agrees to
              indemnify and hold CSC harmless against any loss, liability,
              damage, cost or expense (including but not otherwise limited to
              reasonable fees and expenses of legal counsel)




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Tejas Securities Group -- Agreement


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              suffered or incurred by CSC directly or indirectly as a result of
              any breach of the Correspondent's said warranty.

       (viii) The Correspondent shall have the sole and exclusive responsibility
              for the handling and supervisory review of any Introduced Account
              for an employee or officer of any member organization,
              self-regulatory organization, bank, trust company, insurance
              company or other organization engaged in the securities business,
              and for compliance with NYSE Rule 407 and/or NASD Rule 3050
              relating thereto. The Correspondent shall furnish CSC with such
              documentation with respect thereto as may be requested by CSC.

       (ix)   The Correspondent shall have the sole and exclusive responsibility
              to insure that those of its customers who become Introduced
              Accounts hereunder shall not be minors or subject to those
              prohibitions existing under the Laws and Regulations generally
              relating to the incapacity of any Introduced Account or any
              conflict of interest relating to such Introduced Account.

       (x)    The Correspondent shall be solely and exclusively responsible for
              any loss, liability, damage, cost or reasonable expense (including
              but not otherwise limited to fees and expenses of legal counsel)
              sustained or incurred by either itself or CSC, arising out of or
              resulting from any orders the Correspondent has taken from an
              Introduced Account residing or being domiciled in jurisdictions in
              which the Correspondent has not been or is no longer authorized to
              do business.

       (xi)   It shall be the sole and exclusive responsibility of the
              Correspondent to comply with the Laws and Regulations relating to
              each Introduced Account which effect listed option transactions
              including, but not limited to, approval by the Correspondent's
              Registered Options Principal or Senior Registered Options
              Principal (as applicable), delivery of required Options Disclosure
              Documents (and Supplements where applicable) and option
              documentation.

V.     Transactions and Margin

       (i)    It is understood that with respect to Introduced Accounts which
              are margin accounts, CSC is responsible for compliance with
              Regulation T, 12 C.F.R. Part 220, the Federal margin regulation
              promulgated by the Board of Governors of the Federal Reserve
              System (the "Board"), and any interpretative ruling issued by the
              Board, and letter rulings of the Federal Reserve Bank of New York,
              Rules and Interpretations of the New York Stock Exchange, Inc. and
              any other applicable margin and margin


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Tejas Securities Group -- Agreement

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              maintenance requirements of the Laws and Regulations. The
              Correspondent is responsible to CSC for the collection of the
              margin required to support each transaction, and to maintain the
              proper margin in each Introduced Account and to insure that such
              margin is in conformity with the above margin and margin
              maintenance requirements. After such initial margin on each
              transaction has been received, maintenance margin calls shall be
              generated by CSC and made by CSC or by the Correspondent at the
              instructions of CSC. CSC shall have the right to modify, in its
              sole discretion, the margin requirements of any Introduced Account
              from time to time so that CSC may call for additional margin.
              Therefore, CSC shall be the sole judge as to the amount of margin
              to be required of and maintained by Introduced Accounts. CSC may
              impose such margin by individual security within an account or by
              a specified Introduced Account and such margin need not be of
              general application to all accounts,

       (ii)   On all transactions, the Correspondent shall be solely and
              exclusively responsible to CSC for any loss, liability, damage,
              cost or expense (including but not otherwise limited to reasonable
              fees and expenses of legal counsel) incurred or sustained by the
              Correspondent or CSC as result of the failure of any Introduced
              Account to make timely payment for the securities purchased by it
              or timely and good delivery of securities sold for it, or timely
              compliance by it with margin or margin maintenance calls (provided
              that CSC has timely issued such call and/or given notice thereof
              to the Correspondent or if conditions creating such call should
              be reasonably known by Correspondent), whether or not any cash
              and/or margin extensions have been granted by CSC pursuant to the
              request of the Correspondent. Interest will be charged by CSC for
              cash debits in cash accounts past settlement date and/or margin
              debits in all Introduced Accounts. The Correspondent agrees to be
              solely and exclusively responsible for the payment and delivery of
              all "when issued" or "when distributed" transactions which CSC may
              accept, forward or execute for Introduced Accounts.

       (iii)  On all over-the-counter transactions for Introduced Accounts, the
              Correspondent shall furnish CSC with the names of the respective
              purchasing and selling (contra) broker-dealers (except as
              otherwise provided in paragraph (iv) of this Section, as set forth
              below), the names of the purchasing and selling customers, the
              wholesale and retail purchase/sale prices and mark-ups/mark-downs.

       (iv)   Should the Correspondent entrust the execution of an order in an
              over-the-counter security to CSC or any entity affiliated with CSC
              and the counter party is left at CSC's discretion, CSC will assume
              the responsibility of



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Tejas Securities Group -- Agreement



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              paying the Correspondent that which the counter party has failed
              to pay pursuant to the over-the-counter order transaction (counter
              party risk). In the case the Correspondent executes its own
              over-the-counter order or designates the counter party, it shall
              be understood that in the event the over-the-counter dealer with
              whom the Correspondent dealt or whom it designated fails to live
              up to its part of the transaction, the Correspondent will assume
              the counter party risk and reimburse CSC for any loss sustained
              thereby.

       (v)    The Correspondent shall be solely and exclusively responsible for
              all orders placed on behalf of or by the Introduced Accounts
              either directly or indirectly by a RIA third party advisor or
              money manager. The Correspondent is also responsible for
              establishing procedures to insure that such orders are transmitted
              properly to CSC for execution. CSC, in its reasonable business
              judgement, reserves the right to reject any order which the
              Correspondent or its designate may transmit to CSC for execution.

       (vi)   The Correspondent shall be solely and exclusively responsible for
              the supervisory review of all orders for the Introduced Accounts
              and shall insure that any orders and instructions given by it or
              any of its employees to CSC pursuant to the terms of this
              Agreement shall have been properly authorized in advance.

       (vii)  The Correspondent shall be solely and exclusively responsible for
              sales and purchases for the Introduced Accounts that may create or
              result in violation of any of the Laws and Regulations.

       (viii) All transactions pursuant to the terms of this Agreement shall be
              subject to the constitution, rules, by-laws, regulations, stated
              practices, and customs and any modifications thereof of any
              national securities exchange or other securities exchange or
              market and its clearing house, if any, where executed, and the
              Laws and Regulations. It is understood that the Correspondent
              assumes sole and exclusive responsibility for compliance with the
              Laws and Regulations in the same manner and to the same degree as
              if the Correspondent were performing the services for the
              Introduced Accounts that have been assumed by CSC pursuant to this
              Agreement, except insofar as CSC may pursuant to paragraph (iv) of
              this Section, as set forth above, select the counter party to a
              particular transaction.

       (ix)   All transactions heretofore had between the Correspondent and CSC
              with respect to orders given by or for the Introduced Accounts and
              cleared through CSC shall be subject to the Provisions of this
              Agreement.

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VI.    Supervisory Responsibility

       (i)    Correspondent shall have the sole and exclusive responsibility for
              the review of all Introduced Accounts and for compliance with any
              supervisory responsibilities under NYSE Rule 405(2) and/or NASD
              Rule 3110(c)(2), including but not otherwise limited to matters
              involving the investment objectives of the Introduced Accounts,
              the reasonable basis for recommendations made to Introduced
              Accounts, and the frequency of trading in the Introduced Accounts,
              whether or not such transactions are instituted by the
              Correspondent, its partners, officers, employees or any registered
              investment advisor.

       (ii)   The Correspondent and CSC shall each be responsible for compliance
              with any supervisory procedures under NYSE Rule 342 and/or NASD
              Rule 3010 and, to the extent applicable, any other provisions of
              the Laws and Regulations, including but not otherwise limited to
              supervising the activities and training of their respective
              registered representatives, as well as all of their other
              respective employees in the performance of functions specifically
              allocated to them pursuant to the terms of this Agreement.

VII.   Information to be provided by the Correspondent

       (i)    The Correspondent shall provide CSC with copies of all financial
              information and reports filed by the Correspondent with the New
              York Stock Exchange, Inc. (if a member), the National Association
              of Securities Dealers, Inc., the Securities and Exchange
              Commission, and any other National Securities Exchange (where a
              member) (including but not otherwise limited to monthly and
              quarterly Financial and Operational Combined Uniform Single
              Reports, i.e., "FOCUS" Reports) simultaneous with the filing
              therewith.

       (ii)   The Correspondent shall submit to CSC on an annual basis the
              audited financial statements of the Correspondent, its parent
              organization (if applicable) and, when requested by CSC, its
              affiliated entities. In addition, the Correspondent shall submit
              to CSC upon request, information and reports relating to the
              financial integrity of Correspondent, its parent organization (if
              applicable) and its affiliated entities, including but not
              otherwise limited to information regarding the Correspondent's
              aggregate indebtedness ratio and net capital.

       (iii)  The Correspondent shall provide CSC with all appropriate data in
              its possession pertinent to the performance and supervision of any
              function or responsibility specifically allocated to CSC pursuant
              to the terms of this Agreement.

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       (iv)   The Correspondent shall provide CSC with any amendment or
              supplement to the Form BD of the Correspondent.

VIII.  Information to be provided by CSC

       (i)    CSC shall provide the Correspondent with all appropriate data in
              its possession pertinent to the proper performance and supervision
              of any function specifically allocated to the Correspondent
              pursuant to the terms of this Agreement. The Correspondent shall
              be responsible for and shall promptly reimburse CSC for all costs
              incurred by CSC in connection with the preparation and mailing of
              such information.

       (ii)   From time to time, CSC and/or UBSPW may provide the Correspondent
              with information regarding securities, funds and other products,
              including investment and trading ideas and strategies, and
              inventory availability. CSC and/or UBSPW may also provide the
              Correspondent with access to certain investment or trading
              programs, products and services available through CSC and/or
              UBSPW. In providing such information and access, neither CSC nor
              UBSPW is soliciting or recommending any action based upon it.
              Such information and access does not constitute investment advice,
              and neither CSC nor UBSPW represents that any product, idea,
              strategy, program, or service discussed in the information or
              accessible through CSC or UBSPW is suitable for any or all
              Introduced Accounts. The Correspondent shall be solely and
              exclusively responsible for exercising its own independent
              judgment and evaluating independently the investment risk
              associated with any particular product idea, strategy, program, or
              service discussed in the information or accessible through CSC or
              UBSPW. The Correspondent shall be solely and exclusively
              responsible for making any recommendations or suitability
              determinations with respect to Introduced Accounts.

 IX.   Customer Notification and Correspondence

       (i)    The Correspondent shall be solely and exclusively responsible for
              informing its customers in a written correspondence, the form and
              substance of which will be mutually agreed upon, prior to the
              effective date of this Agreement, as to the general nature of the
              services to be provided by CSC pursuant to this agreement and the
              right of such customers to reject the services provided herein.
              Any new customers of the Correspondent shall also be informed as
              provided herein, verbally prior to such customers becoming
              Introduced Accounts and in writing, once the new accounts have
              been opened and accepted. The Correspondent shall be solely and
              exclusively responsible for the payment of all costs incurred in

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                                                                              12
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              connection with the preparation and mailing of such customer
              correspondence.

       (ii)   The Correspondent shall inform its customers pursuant to such
              written correspondence that all inquiries and correspondence
              should be directed to the Correspondent. All customer
              correspondence shall be reviewed and responded to by the party
              responsible for the specific area to which the inquiry or
              complaint relates pursuant to the terms of this Agreement. In the
              event such correspondence is improperly directed to either party,
              the Correspondent or CSC shall expeditiously forward such
              correspondence to the appropriate party.

X.     Errors, Controversies and Indemnities

       (i)    Errors, misunderstandings or controversies, except those
              specifically otherwise covered in this Agreement, between the
              Introduced Accounts and the Correspondent or any of its employees,
              which shall arise out of acts or omissions of the Correspondent or
              any of its employees (including, without limiting the foregoing,
              the failure of the Correspondent to deliver promptly to CSC any
              instructions received by the Correspondent from an Introduced
              Account with respect to the voting, tender or exchange of shares
              held in such Introduced Account), shall be the sole and exclusive
              responsibility and liability of the Correspondent. In the event,
              however, that by reason of such error, misunderstanding or
              controversy, the Correspondent in its discretion deems it
              advisable to commence an action or proceeding against an
              Introduced Account, the Correspondent shall indemnify and hold CSC
              harmless from any loss, liability, damage, cost or expense
              (including but not otherwise limited to reasonable fees and
              expenses of legal counsel) which CSC may incur or sustain in
              connection therewith or under any settlement thereto. If such
              error, misunderstanding or controversy shall result in the
              bringing of an action or proceeding against CSC, the Correspondent
              shall indemnify and hold CSC harmless from any loss, liability,
              damage, cost or expense (including but not otherwise limited to
              reasonable fees and expenses of legal counsel) which CSC may incur
              or sustain in connection therewith or under any settlement
              thereof.

       (ii)   Errors, misunderstandings or controversies, except those
              specifically otherwise covered in this Agreement, between the
              Introduced Accounts and the Correspondent or any of its employees,
              which shall arise out of acts or omissions of CSC or any of its
              employees, shall be the sole and exclusive responsibility and
              liability of CSC. In the event, however, that by reason of such
              error, misunderstanding or controversy, CSC in its discretion
              deems it advisable to commence an action or proceeding against

Tejas Securities Group -- Agreement

                                                                              13
<PAGE>


              an Introduced Account, CSC shall indemnify and hold the
              Correspondent harmless from any loss, liability, damage, cost or
              expense (including but not otherwise limited to reasonable fees
              and expenses of legal counsel) which the Correspondent may incur
              or sustain in connection therewith or under any settlement
              thereof. If such error, misunderstanding or controversy shall
              result in the bringing of an action or proceeding against the
              Correspondent, CSC shall indemnify and hold the Correspondent
              harmless from any loss, liability, damage, cost or expense
              (including but not otherwise limited to reasonable fees and
              expenses of legal counsel) which the Correspondent may incur or
              sustain in connection therewith or under any settlement thereof.

       (iii)  CSC and the Correspondent both agree to indemnify the other and
              hold the other harmless from and against any loss, liability,
              damage, cost or expense (including but not otherwise limited to
              reasonable fees and expenses of legal counsel) arising out of or
              resulting from any failure by the indemnifying party or any of its
              employees to carry out fully the duties and responsibilities
              assigned to the indemnifying party herein or any breach of any
              representation or warranty herein by the indemnifying party under
              this Agreement. The Correspondent hereby agrees to indemnify and
              hold CSC harmless from and against any loss, liability, damage,
              cost or expense (including but not otherwise limited to reasonable
              fees and expenses of legal counsel) sustained or incurred in
              connection herewith in the event any Introduced Account fails to
              fully pay for a cash transaction or to meet any initial margin
              call or subsequent maintenance calls, in conformity with Section V
              hereof.

       (iv)   The indemnification provisions in this Agreement, shall remain
              operative and in full force and effect, regardless of the
              termination of this Agreement, and shall survive any such
              termination.

       (v)    Correspondent agrees to maintain, and to provide evidence thereof
              to CSC, at least $250,000 blanket bond indemnity bond insurance
              covering any and all acts of its employees, agents and partners,
              with an insurance company reasonably acceptable to CSC, listing
              CSC as an insured party and permitting CSC to assume the policy in
              the event of the Correspondent ceasing operations.

XI.    Representations and Warranties

       A.     The Correspondent represents and warrants as follows:

              (i)    The Correspondent will maintain at all times while this
                     Agreement is in full force and effect stated net capital of
                     not less than $100,000 unless

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                                                                              14
<PAGE>

              CSC has otherwise agreed in writing. The Correspondent will not
              carry customer, broker or dealer accounts and will not receive or
              hold funds under Rule 15c3-1 of the Securities Exchange Act of
              1934, as amended, for those persons. The Correspondent will
              immediately notify CSC when [i] its Aggregate Indebtedness Ratio
              reaches or exceeds 10 to 1, [ii] if the Correspondent has elected
              to operate under paragraph [f] or Rule 15c3-1 of the Securities
              Exchange Act of 1934, as amended, when its net capital is less
              than 5% of aggregate debit items computed in accordance with Rule
              15c3-3, [iii] when the aggregate amount of any withdrawals of
              equity capital and/or unsecured advances or loans exceed 20% of
              excess net capital in any 30 day period or 30% of excess net
              capital in any 90 day period or [iv) its stated net capital is
              less than the minimum amount required under this Agreement.

       (ii)   The Correspondent is properly licensed or otherwise properly
              authorized to do business in all jurisdictions wherein
              Correspondent opens client accounts.

       (iii)  The Correspondent is a member of good standing of the National
              Association of Securities Dealers, Inc. The Correspondent will
              promptly notify CSC of any additional exchange memberships or
              affiliations, The Correspondent shall also comply with whatever
              non-member access rules have been promulgated by any National
              Securities Exchange or any other securities exchange of which it
              is not a member.

       (iv)   The Correspondent is and during the term of this Agreement will
              remain duly registered or licensed and in good standing as a
              broker/dealer under all applicable Laws and Regulations.

       (v)    The Correspondent has all the requisite authority in conformity
              with all applicable Laws and Regulations to enter into this
              Agreement and to retain the services of CSC in accordance with the
              terms thereof.

       (vi)   The Correspondent is in compliance, and during the term of this
              Agreement will remain in compliance with [i] the capital and
              financial reporting requirements of every national securities
              exchange or other securities exchange and/or other securities
              association of which the Correspondent is a member, [ii] the
              capital requirements of the Securities and Exchange Commission,
              and [iii] the capital requirements of every state in which the
              Correspondent is licensed as a broker/dealer.

       (vii)  The Correspondent shall not generate and/or prepare any
              statements, billings or confirmations respecting any Introduced
              Account unless expressly so instructed in writing by CSC.

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                                                                              15
<PAGE>

       (viii) The Correspondent shall keep confidential any information it may
              acquire as a result of this Agreement regarding the business and
              affairs of CSC, which requirement shall survive the life of this
              Agreement.

B.     CSC represents and warrants as follows:

       (i)    CSC is a member in good standing of the National Association of
              Securities Dealers, Inc., and the New York Stock Exchange, Inc.

       (ii)   CSC is and during the term of this Agreement will remain duly
              licensed and in good standing as a broker/dealer under all
              applicable Laws and Regulations.

       (iii)  CSC has all the requisite authority, in conformity with all
              applicable Laws and Regulations, to enter into and perform this
              Agreement.

       (iv)   CSC is in compliance, and during the term of this Agreement, will
              remain in compliance, with [i] the capital and financial reporting
              requirements of every national securities exchange and/or other
              securities exchange or association of which it is a member; (ii)
              the capital requirements of the Securities and Exchange
              Commission, and [iii] the capital requirements of every state in
              which it is licensed as a broker/dealer.

       (v)    CSC represents and warrants that the names and addresses of the
              Correspondent's customers which have or which may come to its
              attention in connection with the clearing and related functions it
              has assumed under this Agreement are confidential and shall not be
              utilized by CSC except in connection with the functions performed
              by CSC pursuant to this Agreement. CSC shall send no written
              information to such customers other than statements, bills or
              notices of transactions in connection with its role as clearing
              agent. Notwithstanding the foregoing, should an Introduced Account
              request, on an unsolicited basis, that CSC or any entity
              affiliated with CSC become its broker, acceptance of such
              Introduced Account by CSC or any entity affiliated with CSC shall
              in no way violate this representation and warranty, nor result in
              a breach of this Agreement.

       (vi)   CSC shall keep confidential any information it may acquire as a
              result of this Agreement regarding the business and affairs of the
              Correspondent, which requirement shall survive the life of this
              Agreement.


Tejas Securities Group -- Agreement
                                                                              16





<PAGE>

C.     Correspondent's Anti-Money Laundering Reporting and Recordkeeping
       Obligations

       Correspondent recognizes that it is obligated to comply with, among
       others, the following anti-money laundering legal and regulatory rules
       and reporting and recordkeeping requirements.

       (i)    The Bank Secrecy Act, which now requires, or which may in the
              future require, among other things:

              (a)    reports of any transaction over $10,000 in currency,
                     including multiple transactions occurring during the course
                     of the same day, on a Currency Transaction Report, Form
                     4789 ("CTR");

              (b)    reports of any transportation of more than $10,000 in
                     currency or monetary instruments into or outside of the
                     United States, on a Report of International Transportation
                     of Currency or Monetary Instruments, Form 4790 ("CIMR");

              (c)    reports of any suspicious activity, on a Suspicious
                     Activity Report ("SAR");

              (d)    a system for monitoring and identifying suspicious activity
                     including procedures for determining the customer's
                     identity and the source of the customer's funds; and

              (e)    recordkeeping, including, but not limited to, collection
                     and maintenance of records regarding fund transfers of
                     $3,000 or more and the transmission of certain information
                     with such funds transfers.

              (f)    any future regulations which may be imposed on the
                     Correspondent involving the obligation to know its
                     customers and monitor for and identify suspicious activity.

       (ii)   SEC Rule 17a-8 relating to "Financial recordkeeping and reporting
              of currency and foreign transactions" (17 C.F.R. Section
              240.17a-8).

       (iii)  Rules of the self-regulatory organizations relating to currency
              reporting, suspicious activity reporting and related recordkeeping
              requirements.

       (iv)   Applicable state reporting and recordkeeping requirements with
              regard to certain currency transactions, transportation of
              currency or monetary instruments, or reports of suspicious
              activity.



Tejas Securities Group -- Agreement
                                                                              17


<PAGE>


       (v)    Federal, state, and international criminal and civil prohibitions
              against money laundering.

       (vi)   The federal regulations and Executive Orders imposed by the U.S.
              Treasury Department's Office of Foreign Assets Control ("OFAC")
              which prohibit, among others things, the engagement in
              transactions with and the provision of services to certain
              embargoed foreign countries and specially designated nationals,
              specially designated narcotics traffickers and other blocked
              parties.

       To the extent permissible by law, at the time of filing of such report or
       other communication, or at such time as requested by CSC, Correspondent
       will provide CSC with copies of all reports or other communications with
       regard to the Introduced Accounts filed with the U.S. Treasury Department
       or any regulatory body or organization relating to the reporting of
       currency transactions, the transfer of currency or monetary instruments
       into or outside of the United States and suspicious activity, including,
       but not limited to, CTRs, CMIRs and SARs.

XII.   OATS Representations

Correspondent Services Corporation [csc] represents that it is familiar with
NASD Rule 6950 through 6957 regarding the Order Audit Trail System ("OATS") and
the OATS Reporting Technical Specifications, and has completed testing as
described in the Technical Specifications.

       A.     CSC represents that it has processes and procedures reasonably
              designed to ensure compliance with OATS requirements;

       B.     CSC represents that it shall synchronize system clocks to National
              Institute of Standards and Technology [NIST] and periodically
              monitor these clocks to ensure that they are within the required
              three-second (or such tolerance level as may hereafter be set by
              NASDR) deviation from the NIST standard;

       C.     Reporting Obligations

              (i)    Responsibility for compliance with the provisions of NASD
                     rule 6950 through 6957 (the "OATS rules") shall be
                     allocated between CSC and Correspondent as follows:

              (ii)   Correspondent will be responsible for the timely, accurate
                     and complete transmission to CSC of all orders for which
                     CSC will be making OATS submissions;



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                                                                              18

<PAGE>


              (iii)  CSC will be responsible for making and filing reports
                     required under the OATS rule and Technical Specifications,
                     and any subsequent modifications thereto. Correspondent
                     will provide CSC with all information necessary to prepare
                     such reports;

              (iv)   Reports prepared and transmitted by CSC on Correspondent's
                     behalf and at its direction shall remain, for all purposes,
                     the reports of Correspondent. Correspondent acknowledges
                     that it shall have sole and exclusive responsibility for
                     the content of such reports and for compliance with
                     applicable rules;

              (v)    Correspondent will register with OATS in order to access
                     record rejections and will be responsible for correcting
                     all rejected records within five (5) days. During the
                     registration process Correspondent will indicate that CSC
                     will be one of their Transmitting Order Sending
                     Organization. CSC will promptly notify Correspondent upon
                     the occurrence of any event, including physical damage to
                     CSC facilities or legal proceedings involving CSC that
                     would materially affect CSC ability to make OATS reports on
                     behalf of Correspondent;

       D.     Maintenance of Books and Records

              (i)    CSC will maintain the prescribed reports on a basis
                     consistent with generally accepted practices in the
                     securities industry.

XIII.  Proprietary Accounts of Introducing Broker/Dealer (PAIB)

       (i)    In conformity with the SEC No-Action Letter, dated November 3,
              1998 ("No-Action Letter") relating to the capital treatment of
              assets in the proprietary account of a Correspondent ("PAIB") and
              to permit the Correspondent to use PAIB assets in its net capital
              computations. CSC shall perform a computation for PAIB assets
              ("PAIB Reserve Computation") of the Correspondent in accordance
              with the customer reserve computation set forth in Rule 15c3-3
              ("customer reserve formula") with the following modifications;

              (a)    Any credit (including a credit applied to reduce a debit)
                     that is included in the customer reserve formula may not be
                     included as a credit in the PAIB reserve computation;

              (b)    Note E(3) to Rule 15c3-3A which reduces debit balances by
                     1% under the basic method and subparagraph (a) (1) (ii)(A)
                     of the net capital rule which reduces debit balances by 3%
                     under the alternative method shall not apply;


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                                                                              19
<PAGE>

                     (c)    Neither Note E(l) to Rule 15c3-3a nor NYSE
                            interpretation 104 to Item 10 of Rule 15c3-3a
                            regarding securities concentration charges shall be
                            applicable to the PAIB reserve computation;

              (ii)   The PAIB reserve computation shall include all proprietary
                     accounts of the Correspondent. All PAIB assets shall be
                     kept separate and distinct from customer assets under the
                     customer reserve formula in Rule 15c3-3;

              (iii)  The PAIB reserve computation shall be prepared within the
                     same time frames as those prescribed by Rule 15c3-3 for
                     the customer reserve formula;

              (iv)   Correspondent Services Corporation shall establish and
                     maintain a separate "Special Reserve Account for the
                     Exclusive Benefits of Customers" with a bank in conformity
                     with the standards of paragraph (f) of Rule 15c3-3 ("PAIB
                     Reserve Account"). Cash and/or qualified securities as
                     defined in the customer reserve formula shall be maintained
                     in the PAIB Reserve Account in an amount equal to the PAIB
                     reserve requirement;

              (v)    If the PAIB reserve computation results in a deposit
                     requirement, the requirement may be satisfied to the extent
                     of any excess debit in the customer reserve formula of the
                     same date. However, a deposit requirement resulting from
                     the customer reserve formula shall not be satisfied with
                     excess debits from the PAIB reserve computation;

              (vi)   Within two (2) business days of entering into this PAIB
                     Agreement, the Correspondent shall notify its designated
                     examining authority in writing (with a copy to CSC) that it
                     has entered into this a PAIB Agreement;

              (vii)  Commissions receivable and other receivables of the
                     Correspondent from CSC (excluding clearing deposits) that
                     are otherwise allowable assets under the net capital rule
                     may not be included in the PAIB reserve computation,
                     provided the amounts have been clearly identified as
                     receivables on the books and records of the Correspondent
                     and as payables on the books of CSC;

              (viii) If the Correspondent is a guaranteed subsidiary of CSC or
                     if the Correspondent guarantees CSC (i.e., guarantees all
                     liabilities and obligations) then the proprietary accounts
                     of the Correspondent shall be excluded from the PAIB
                     Reserve Computation;



Tejas Securities Group -- Agreement
                                                                              20

<PAGE>

              (ix)   Upon discovery that any deposit made to the PAIB Reserve
                     Account did not satisfy its deposit requirement, CSC shall
                     by facsimile or telegram immediately notify its designated
                     examining authority and the Securities and Exchange
                     Commission ("Commission)". Unless a corrective plan is
                     found acceptable by the Commission and the designated
                     examining authority, CSC shall provide written notification
                     within five (5) business days of the date of discovery to
                     the Correspondent that PAIB assets held by CSC shall not be
                     deemed allowable assets for net capital purposes. The
                     notification shall also state that if the Correspondent
                     wishes to continue to count its PAIB assets as allowable,
                     it has until the last business day of the month following
                     the month in which the notification was made to transfer
                     all PAIB assets to another clearing broker. However, if the
                     deposit deficiency is remedied before the time at which the
                     Correspondent must transfer its PAIB assets to another
                     clearing broker, the Correspondent may choose to keep its
                     assets at CSC;

              (x)    The parties shall adhere to the terms of the No-Action
                     Letter, including the Interpretations set forth therein, in
                     all respects.

       XIV.   Termination - Event of Default

              Notwithstanding any provision in this Agreement, the following
              events or occurrences shall constitute an Event of Default under
              this Agreement:

              (i)    Either CSC or the Correspondent shall fail to perform or
                     observe any term, covenant or condition to be performed or
                     observed by it hereunder and such failure shall continue to
                     be unremedied for a period of 30 days after written notice
                     from the non-defaulting party to the defaulting party
                     specifying the failure and demanding that the same be
                     remedied; or

              (ii)   Any representation or warranty made by either CSC or the
                     Correspondent herein shall prove to be incorrect at any
                     time in any material respect; or

              (iii)  A receiver, liquidator or trustee of either CSC or the
                     Correspondent, or of its property, held by either party, is
                     appointed by court order and such order remains in effect
                     for more than 30 days; or either CSC or the Correspondent
                     is adjudicated bankrupt or insolvent; or any of its
                     property is sequestered by court order and such order
                     remains in effect for more than 30 days; or a petition is
                     filed against CSC or the Correspondent under any
                     bankruptcy, reorganization, arrangement, insolvency,
                     readjustment of debt, dissolution or liquidation law of any
                     jurisdiction, whether now or hereafter in effect, and is
                     not dismissed within 30 days after such filing; or




Tejas Securities Group -- Agreement
                                                                              21

<PAGE>


              (iv)   Either CSC or the Correspondent or the respective parent
                     organization files a petition in voluntary bankruptcy or
                     seeking relief under any provision of any bankruptcy,
                     reorganization, arrangement, insolvency, readjustment of
                     debt, dissolution or liquidation law of any jurisdiction,
                     whether now or hereinafter in effect, or consents to filing
                     of any petition against it under any such law; or

              (v)    Either CSC or the Correspondent makes an assignment for the
                     benefit of its creditors, or admits in writing its
                     inability to pay its debts generally as they become due, or
                     consents to the appointment of a receiver, trustee or
                     liquidator of either CSC or the Correspondent, or of any
                     property held by either party; or

              (vi)   Either CSC or the Correspondent or their affiliated
                     entities hereto knowingly and willfully solicits or causes
                     to solicit for employment the employees of either party or
                     their affiliates/subsidiaries, successors or assignees
                     without prior consent of the other party; or

              (vii)  If research is provided by CSC or any entity affiliated
                     with CSC to the Correspondent and the Correspondent
                     knowingly and willfully reproduces or reprints in any
                     fashion same or represents to customers or to an unrelated
                     third party that the research supplied by CSC or such
                     affiliated entity is that of the Correspondent.

              Upon the occurrence of any such Event of Default, the
              non-defaulting party may, at its option, by notice to the
              defaulting party declare that this Agreement shall be thereby
              terminated and such termination shall be effective as of the date
              such notice has been sent or communicated to the defaulting party.

       XV.    Remedies Cumulative

              The enumeration herein of specific remedies shall not be exclusive
              of any other remedies. Any delay or failure by any party of this
              Agreement to exercise any right, power, remedy or privilege herein
              contained, or now or hereafter existing under any applicable
              statute or law, shall not be construed to be a waiver of such
              right, power, remedy or privilege or to limit the exercise of such
              right, power, remedy or privilege. No single, partial or other
              exercise of any such right, power, remedy or privilege shall
              preclude the further exercise thereof or the exercise of any other
              right, power, remedy or privilege.

       XVI.   Miscellaneous

              (i)    As of the effective date of this Agreement, CSC will not
                     convert or allow to be converted to its records as
                     Introduced Accounts customer accounts of the Correspondent
                     that are partially or totally unsecured, securities in the



Tejas Securities Group -- Agreement
                                                                              22

<PAGE>


                     name of the Correspondent's customers, or legal transfer
                     securities (securities in the name of estates, trust, joint
                     ownership, foreign ownership and such), unless previously
                     approved in writing by CSC. If in error such accounts are
                     converted to CSC books or records, CSC reserves the right
                     to convert back to the Correspondent or its previous
                     clearing firm said customer accounts and the positions.

              (ii)   CSC shall have the power to place open orders as instructed
                     by the Correspondent as of the effective date of this
                     Agreement, and appropriate adjustments shall be made by CSC
                     to reflect that CSC will now act as broker on open orders
                     previously placed with specialists on any national
                     securities exchange or other securities exchange.

              (iii)  CSC shall have the power to effect appropriate adjustments
                     with respect to pending dividends and other distributions
                     from the effective date of this Agreement through the last
                     payable date of such pending dividends,

              (iv)   The Correspondent shall be responsible for providing annual
                     dividend and distribution information as contained in IRS
                     Form 1087 (to include individual 1099 filings) and any
                     other information required to be reported by Federal, state
                     or local tax laws, rules or regulations, to its customers
                     until the effective date of this Agreement, whereupon CSC
                     shall assume this function as to Introduced Accounts.

              (v)    CSC shall have the power to allocate and make appropriate
                     adjustments for fails, reorganization accounts, other work
                     in process accounts, and overages relating to accounts of
                     the customers of the Correspondent that have become
                     Introduced Accounts pursuant to the terms of this
                     Agreement.

              (vi)   The Correspondent shall assume all liabilities in
                     connection with the bad debts of all Introduced Accounts.
                     Unsecured debits in the Introduced Accounts shall be paid
                     within 30 days of their origin date, and it shall be the
                     responsibility of the Correspondent to collect such
                     payments from its customers and transmit them to CSC within
                     such 30-day period. If any unsecured debit balances remain
                     outstanding beyond such 30-day period, CSC is authorized to
                     apply as payment of such debit balances commission fees
                     owed to the Correspondent in connection with transactions
                     pursuant to this Agreement.

              (vii)  Transfers of securities relating to Introduced Accounts
                     shall be frozen ten business days prior to the effective
                     date of this Agreement.



Tejas Securities Group -- Agreement
                                                                              23
<PAGE>


              (viii) CSC shall limit its services pursuant to the terms of this
                     Agreement to that of clearing and execution functions and
                     related services expressly set forth herein, Correspondent
                     shall not hold itself out as an agent of CSC or any of the
                     subsidiaries or companies controlled directly or indirectly
                     by or affiliated with CSC or its parent.

              (ix)   This Agreement supersedes any previous agreement and may be
                     modified only in writing, signed by both CSC and the
                     Correspondent. Such modification shall not be deemed as a
                     cancellation of this Agreement.

              (x)    This Agreement shall be submitted to and/or approved by any
                     national securities exchange, or other regulatory and
                     self-regulatory bodies vested with the authority to review
                     and/or approve this Agreement or any amendment or
                     modifications hereto. In the event of any such disapproval,
                     the parties hereto agree to bargain in good faith to
                     achieve the requisite approval. CSC will file a fully
                     executed copy of this agreement with the New York Stock
                     Exchange.

              (xi)   This Agreement may be canceled by either of the parties
                     hereto upon sixty (60) days' written notice; provided,
                     however, that this Agreement may be canceled by either
                     party upon thirty (30) days' written notice if (i) the net
                     capital ratio of the other party exceeds 10 to 1, (ii) if
                     the other party has elected to operate under paragraph [f]
                     of Rule 15c3-1 of the Securities Exchange Act of 1934, as
                     amended, when its net capital is less than 5% of aggregate
                     debit items computed in accordance with Rule 15c3-3, (iii)
                     when the aggregate amount of any withdrawals of equity
                     capital and/or unsecured advances or loans exceed 20% of
                     excess net capital in any 30 day period or 30% of excess
                     net capital in any 90 day period or (iv) its stated net
                     capital is less than the minimum amount required under this
                     Agreement; and provided, further, that this Agreement may
                     be canceled by CSC at any time between the date on which
                     this Agreement is executed and the effective data of this
                     Agreement, if there is a material change in the control or
                     management of the Correspondent,

              (xii)  Any dispute or controversy between the Correspondent and
                     CSC relating to or arising out of this Agreement shall be
                     settled by arbitration before and under the rules of the
                     Arbitration Committee of the New York Stock Exchange, Inc.,
                     unless the transaction which gave rise to such dispute or
                     controversy was effected in another exchange or market
                     which provides arbitration facilities, in which ease it
                     shall be settled by arbitration under such facilities.

              (xiii) CSC will not be bound to make any investigation into the
                     facts surrounding any transaction that it may have with the
                     Correspondent on a



Tejas Securities Group -- Agreement
                                                                              24
<PAGE>


                     principal or agency basis or that the Correspondent may
                     have with its customers or other persons, nor will CSC be
                     under any responsibility for compliance by the
                     Correspondent with any Laws and Regulations which may be
                     applicable to the Correspondent. It is understood that CSC
                     will assist the Correspondent in any investigation
                     conducted by the Correspondent.

              (xiv)  To facilitate the keeping of records by CSC the
                     Correspondent will turn over promptly to CSC any and all
                     cash remittances and securities which the Correspondent
                     receives from its customer. Concurrently with the delivery
                     of such funds or securities to the Correspondent, it shall
                     furnish CSC with such information as may be relevant or
                     necessary to enable CSC to record promptly and properly
                     such cash remittances and securities in the respective
                     Introduced Accounts.

              (xv)   This Agreement shall be binding upon all successors,
                     assigns or transferees of both parties hereto, irrespective
                     of any change with regard to the name of or the personnel
                     of the Correspondent or CSC. Any assignments of this
                     Agreement shall be subject to the requisite review and/or
                     approval of any regulatory or self-regulatory agency or
                     body whose review and/or approval must be obtained prior to
                     the effectiveness and validity of such assignment. Except
                     as indicated below, no assignment of this Agreement by
                     either party shall be valid unless consented to in writing
                     by the other party. Any assignment by CSC to any subsidiary
                     or to a company affiliated with or controlled directly or
                     indirectly by CSC will be deemed valid and enforceable in
                     the absence of any consent from Correspondent. Neither this
                     Agreement nor any operation hereunder is intended to be,
                     shall not be deemed to be, and shall not be treated as a
                     general or limited partnership, association or joint
                     venture or agency relationship between the Correspondent
                     and CSC.

              (xvi)  Neither CSC nor Correspondent shall utilize the name of the
                     other in any way without the other's prior written consent
                     nor shall either's employee use the other's name in such a
                     manner as to create the impression that the relationship
                     between them is anything other than that of clearing broker
                     and introducing broker. Correspondent shall not hold itself
                     out as a subsidiary or company controlled directly or
                     indirectly by or affiliated with CSC, its parent or its
                     affiliated companies.

              (xvii) Should the Correspondent in any way attempt to hold itself
                     out as, advertise or in any way represent that it is the
                     agent of CSC or any affiliated entity, CSC shall have the
                     power, at its option, to terminate the Agreement and the
                     Correspondent shall be liable for any loss, liability,
                     damage, cost or expense (including but not otherwise
                     limited to reasonable


Tejas Securities Group -- Agreement
                                                                              25
<PAGE>



              fees and expenses of legal counsel) sustained or incurred by CSC
              as a result of such representation of agency or apparent authority
              to act as an agent of CSC, or any affiliated entity, or agency by
              estoppel.

      (xviii) The Laws and Regulations require that CSC must have proper
              documentation to support any account opened on its books,
              including Introduced Accounts. If, after reasonable requests
              therefor, the necessary documents so as to enable CSC to comply
              with such account documentation requirements of the Laws and
              Regulations have not been received by CSC, the Correspondent shall
              receive notification that no further orders will be accepted for
              the Introduced Accounts involved. Should it happen that
              inadvertent orders are placed for such accounts after this notice
              is received, no commission credit will be granted from such order.
              On receipt of the necessary documents, this restriction will be
              lifted on future commissions, but any commissions withheld will
              not be credited or paid. This Agreement is not in any way intended
              to limit the responsibility of CSC under the Laws and Regulations
              with respect to Introduced Accounts.

       (xix)  The construction and effect of every provision of this Agreement,
              the rights of the parties hereunder and any questions arising out
              of this Agreement, shall be subject to the statutory and common
              law of the State of New York.

       (xx)   The headings preceding the text, articles and sections hereof have
              been inserted for convenience and reference only and shall not be
              construed to affect the meaning, construction or effect of this
              Agreement.

       (xxi)  This Agreement shall cover only the type of services set forth
              herein and is in no way intended nor shall be construed to bestow
              upon the Correspondent any special treatment regarding any other
              arrangements, agreements or understandings which presently exist
              between Correspondent and CSC or which may hereinafter exist. The
              Correspondent shall be under no obligation whatsoever to deal with
              CSC or any of its subsidiaries or any companies controlled
              directly or indirectly by or affiliated with CSC or its parent, in
              any capacity other than as set forth in this Agreement. Likewise,
              CSC shall be under no obligation whatsoever to deal with the
              Correspondent or any of its affiliates in any capacity other than
              as set forth in this Agreement.

       (xxii) If any provision or condition of this Agreement shall be held to
              be invalid or unenforceable by any court, or regulatory or
              self-regulatory agency or body, such invalidity or
              unenforceability shall attach only to such provision or condition.
              The validity of the remaining provisions and



Tejas Securities Group -- Agreement
                                                                              26

<PAGE>


              conditions shall not be affected thereby and this Agreement shall
              be carried out as if any such invalid or unenforceable provision
              or condition were not contained herein.

      (xxiii) In the event that CSC assumes any contractual obligation on
              behalf of the Correspondent relative to communications equipment,
              the Correspondent hereby agrees to immediately absorb the
              remaining portion of said contract if Correspondent terminates the
              relationship with CSC. The Correspondent further agrees to absorb
              any and all costs associated with the removal or relocation of any
              communications equipment installed by or at the direction of CSC,
              if this agreement is terminated by the Correspondent.

       (xxiv) The interest and handling expense (to include day charges) for any
              DVP transaction that does not settle on a normal or regular way
              basis or is rejected by the agent for any reason other than CSC
              negligence is the responsibility of the Correspondent.

       (xxv)  For the purposes of any and all notices, consents, directions,
              approvals, restrictions, requests or other communications required
              or permitted to be delivered hereunder, CSC's address shall be
              1000 Harbor Boulevard, 7th Floor, Weehawken, New Jersey 07086, and
              the Correspondent's address shall be 2700 VIA FORTUNA, SUITE 400,
              AUSTIN, Texas 78746 and either party may change its address for
              notice purposes by giving written notice pursuant to registered
              mail of the new address to the other party.

       (xxvi) This Agreement shall become effective on or about 11-28-01 or such
              date mutually agreed upon by the parties hereto.



Accepted and Agreed to:                         Accepted and Agreed to:
Correspondent Services Corporation [csc]        TEJAS SECURITIES GROUP

By: /s/ MICHAEL F. DURA                         By: /s/ CHARLES MAYER
   -------------------------------                 -----------------------------
Name:  Michael F. Dura                          Name: Charles Mayer
     -----------------------------                   ---------------------------
Title: President                                Title: President and Chief
      ----------------------------                       Operating Officer
Date:    11/28/01                                     --------------------------
      ----------------------------              Date:   11/28/01
                                                     ---------------------------


Tejas Securities Group -- Agreement                             12/01/01
Rev. 10/20/01                                                                 27