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                                                                     EXHIBIT 4.6


                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
as of this 21st day of July, 2000 (the "Effective Date") by and among Ameritrade
Holding Corporation, a Delaware corporation (together with its successors and
assigns, including a corporate successor entity, "Ameritrade"), and J. Roderick
Heller, III and Dennis Hooks (the "Stockholder Representatives") as
representatives of each stockholder of Financial Passport, Inc., a Delaware
Corporation ("FPI"), as of the date of this Agreement (such FPI stockholders
collectively referred to as the "Investors").

                                    RECITALS

         WHEREAS, Ameritrade, OM Acquisition Sub I, Inc. ("Merger Sub") and
OnMoney Financial Services Corporation ("OnMoney"), each wholly owned
subsidiaries of Ameritrade, and FPI have entered into a Merger Agreement dated
as of even date herewith (the "Merger Agreement"), providing for the merger of
Merger Sub with and into FPI upon which the stockholders of FPI shall receive
shares of Ameritrade common stock (the "Merger Shares"); and

         WHEREAS, pursuant to the Merger Agreement and as a condition to the
Merger, the Company and the Investors were to enter into a "Piggyback
Registration Rights Agreement" with respect to the Merger Shares;

         NOW, THEREFORE, in consideration of the mutual premises, covenants and
conditions set forth herein, the parties hereby agree as follows:

         1. DEFINITIONS. Capitalized terms used herein without definition shall
have the meanings assigned to such terms in the Merger Agreement. For the
purposes of this Agreement:

                  "Commission" means the U.S. Securities and Exchange Commission
or any other governmental authority from time to time administering the
Securities Act.

                  "Common Shares" means shares of common stock of Ameritrade.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended or any similar federal statute and the rules and the regulations of the
Commission promulgated thereunder, all as the same shall be in effect from time
to time.

                  "Holder" means any person owning or having the right to
acquire Registrable Securities or any assignee thereof in accordance with
Section 9 hereof.

                  "Register," "Registered," and "Registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such registration statement or document.

                  "Registrable Securities" means (i) the Merger Shares, (ii) any
common stock of Ameritrade issued as (or issuable upon the conversion or
exercise of any warrant, right or other security which is issued as) a dividend
or other distribution with respect to, or in


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exchange for or in replacement of, the Merger Shares, and (iii) any Common
Shares delivered to FPI stockholders upon forfeiture of restricted Ameritrade
stock by former option holders of FPI pursuant to Restricted Stock Agreements
executed by such option holders on or prior to the date of this Agreement,
excluding in all cases, however, any Registrable Securities sold by a person in
a transaction in which its rights under Section 2 are not assigned. As to any
particular Registrable Securities, such securities shall cease to be Registrable
Securities when (a) a registration statement with respect to the sale of such
securities shall have become effective under the Securities Act and such
securities shall have been transferred in accordance with such registration
statement, (b) such securities shall have been sold to the public pursuant to
Rule 144 or the Holder is free to sell all such securities without volume or
manner of sale restrictions pursuant to Rule 144 (or any successor provision)
under the Securities Act, or (c) they shall have ceased to be outstanding.

                  "Registration Expenses" means all expenses incident to
Ameritrade's performance of or compliance with Section 2, including, without
limitation, (a) any allocation of salaries and expenses of Ameritrade personnel
or other general overhead expenses of Ameritrade, or other expenses for the
preparation of historical and pro forma financial statements or other data
normally prepared by Ameritrade in the ordinary course of business; (b) all
Registration, application, filing, transfer fees, exchange listing fees, and
register fees; (c) all NASD fees and fees and expenses of Registration or
qualification of Registrable Securities under state securities or blue sky laws;
(d) all word processing, duplicating and printing expenses, messenger and
delivery expenses; (e) the fees and expenses of counsel for Ameritrade and the
fees of Ameritrade's independent accountants, including the expenses of
customary "cold comfort" letters required by or incident to such performance and
compliance; and (f) any fees and disbursements of underwriters and
broker-dealers customarily paid by issuers or sellers of securities; provided,
however, that Registration Expenses shall exclude: (i) broker or underwriting
fees, discounts, selling commissions and transfer taxes, if any, in respect of
the Registrable Securities, (ii) all out-of-pocket expenses of Selling Holders'
brokers or dealers, and (iii) all fees and disbursements of counsel for Selling
Holders or any such brokers or dealers, all of which shall be borne by the
Selling Holders.

                  "Securities Act" means the Securities Act of 1933, as amended,
or any similar federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.

                  "Selling Holder" means any Holder that has requested inclusion
of Registrable Securities held by such Holder in a Registration by the Company
pursuant to Section 2 hereof.

         2. PIGGYBACK REGISTRATION. If (but without any obligation to do so) (a)
Ameritrade proposes to register (including for this purpose a registration
effected by Ameritrade for any stockholders other than Investors) any of its
Common Shares under the Securities Act in connection with the public offering of
such securities solely for cash (other than a Registration relating solely to
the sale of securities to participants in an Ameritrade stock plan, or on Form
S-4 with respect to any merger, consolidation or acquisition) and (b) a
registration statement covering the sale of all of the Registrable Securities is
not then effective and available for sales thereof by the Investors, Ameritrade
will, prior to such filing, give written notice to all Holders



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of its intention to do so. Each Holder shall have fifteen (15) days after
receiving such notice to deliver to Ameritrade a written request specifying the
amount of Registrable Securities that such Holder intends to sell and its
intended method of disposition of such Registrable Securities. Upon the receipt
of such request, Ameritrade shall use commercially reasonable efforts to cause
all Registrable Securities Ameritrade has been requested by such Holder or
Holders to register to be registered under the Securities Act to the extent
necessary to permit their sale or other disposition in accordance with the
intended methods of distribution specified in the request of such Holder or
Holders; provided, however, that Ameritrade shall have the right, prior to the
effective date of the registration statement, to postpone or withdraw any
registration effected pursuant to this Section 2 without obligation to any
Holder.

         3. UNDERWRITING REQUIREMENTS. In connection with any proposed
registration as to which Holders have a right to notice under Section 2 and that
involves an underwriting:

                  (a) The Company shall not be required to include any
Registrable Securities in such offering unless the Holders thereof accept the
terms of the underwriting as agreed upon between Ameritrade and the underwriters
selected by it (provided that such terms must be consistent with this
Agreement), and then only in such quantity as will not, in the opinion of the
underwriters, jeopardize the success of the offering by Ameritrade; and

                  (b) If the underwriter for the offering advises Ameritrade
that the number of Registrable Securities requested to be included will
adversely affect the success of the offering, Ameritrade shall include in such
offering only the quantity of Registrable Securities, if any, that the
underwriter advises will not adversely affect the success of the offering,
allocated, pro rata, among the Selling Holders based upon the number of Common
Shares each such person shall have requested Ameritrade to include in the
offering.

         4. ALLOCATION OF EXPENSES. Ameritrade will pay all Registration
Expenses of all Registrations under this Agreement.

         5. OBLIGATIONS OF AMERITRADE. Whenever required under this Agreement to
effect the Registration of any Registrable Securities under this Agreement,
Ameritrade shall, as expeditiously as reasonably possible:

                  (a) File with the Commission a registration statement with
respect to such Registrable Securities and use commercially reasonable efforts
to cause such registration statement to become and remain effective until the
earlier of (i) ninety (90) days, or if such registration statement is related to
an underwritten offering, such longer period as in the opinion of counsel for
the underwriters a prospectus is required by law to be delivered in connection
with the sales of Registrable Securities by an underwriter or dealer or (ii)
such shorter period as is required to complete the distribution of all of the
securities covered by such registration statement (but in any event not before
the expiration of any longer period required under the Securities Act).

                  (b) Prepare and file with the Commission such amendments and
supplements to the registration statement and the prospectus used in connection
with the registration as may be necessary to comply with the provisions of the
Securities Act with respect



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to the disposition of all securities covered by the registration statement
during such period in accordance with the intended methods of disposition by the
Selling Holder or Selling Holders thereof set forth in such registration
statement, including at the request of any Selling Holder, any amendments or
supplements necessary to reflect any information regarding such Selling Holder
or its plan of distribution, until the time as the Registrable Securities cease
to be Registrable Securities;

                  (c) Furnish to each Selling Holder such reasonable numbers of
copies of the prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as the Selling
Holders may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities owned by the Selling Holders;
provided, however, that if Ameritrade has delivered preliminary or final
prospectuses to the Selling Holders and after having done so the prospectus is
amended to comply with the requirements of the Securities Act, Ameritrade shall
promptly notify the Selling Holders and, if requested, the Selling Holders shall
immediately cease making offers of Registrable Securities and return all
prospectuses to Ameritrade. Ameritrade shall promptly provide the Selling
Holders with revised prospectuses and, following receipt of the revised
prospectuses, the Selling Holders shall be free to resume making offers of the
Registrable Securities;

                  (d) Use commercially reasonable efforts to register or qualify
the Registrable Securities covered by the registration statement under the
securities or Blue Sky laws of such states as the Selling Holders shall
reasonably request, and do any and all other acts and things that may be
necessary or desirable to enable the Selling Holders to consummate the public
sale or other disposition in such states of the Registrable Securities owned by
the Selling Holders; provided, however, that Ameritrade shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions;

                  (e) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering; provided,
however, that each Selling Holder participating in such underwriting shall also
enter into and perform its obligations under such agreement; and

                  (f) Promptly notify each Selling Holder of Registrable
Securities covered by such registration statement at any time of the happening
of any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing.

         6. CERTAIN OBLIGATIONS OF HOLDERS. It shall be a condition precedent to
the obligations of Ameritrade to take any action under this Agreement with
respect to the Registrable Securities of any Selling Holder that such Holder
meet the following conditions:



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                  (a) Holder shall furnish to Ameritrade such information
regarding itself, the Registrable Securities held by it, and the intended method
of disposition of such securities as shall be required to effect the
Registration of such Holder's Registrable Securities;

                  (b) All information specifically with respect to such Holder
furnished to Ameritrade by or on behalf of Holder for use in connection with the
preparation of any registration statement relating to such Registrable
Securities shall be true and correct in all material respects and shall not omit
any material fact necessary to make such information, in light of the
circumstances under which it was disclosed, not misleading;

                  (c) Such Holder shall distribute in connection with the
offering and sale of the Registrable Securities the prospectus or other offering
material permitted by the Securities Act and prepared by the Company, and only
such materials;

                  (d) Such Holder will comply with the provisions of the
Exchange Act and the regulations thereunder;

                  (e) To assist Ameritrade in qualifying the Registrable
Securities for sale under applicable state securities laws, such Holder will
advise Ameritrade of each jurisdiction in which it intends to offer or sell any
or all Registrable Securities, and will agree not to offer or sell any
Registrable Securities in any jurisdiction where the Registrable Securities are
not registered or exempt from registration;

                  (f) Such Holder will inform Ameritrade in writing of any and
all sales, or other transfers or dispositions of any Registrable Securities made
pursuant to the registration statement within fifteen (15) calendar days
following each such disposition;

                  (g) In the event of any underwritten public offering of any
Registrable Securities pursuant to Section 2, such Holder shall enter into and
perform its obligations under an underwriting agreement, in the form agreed upon
by Ameritrade and the underwriters selected by it that is customary for the type
of transaction contemplated;

                  (h) Upon the receipt of notice from Ameritrade of the
happening of any event described in Section 5(f), or upon the issuance of any
stop order or other order suspending the effectiveness of the registration
statement, such Holder will immediately discontinue disposition of the
Registrable Securities pursuant to the registration statement until the filing
of the effective post-effective amendment or the supplemented prospectus
referred to in Section 5 or until the withdrawal of such stop order or other
order, as applicable, and, if so directed by Ameritrade, such Holder will
deliver to Ameritrade (at Ameritrade's expense) all copies, other than permanent
file copies then in such Holder's possession, of the prospectus covering such
Registrable Securities current at the time of its receipt of such notice.

         7. INDEMNIFICATION AND CONTRIBUTION. In the event of any Registration
of any of the Registrable Securities under the Securities Act pursuant to this
Agreement:

                  (a) Ameritrade will indemnify and hold harmless each Selling
Holder of such Registrable Securities, each underwriter of such Registrable
Securities, and each other person, if any, who controls such Selling Holder or
underwriter within the meaning of the



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Securities Act or the Exchange Act (collectively, the "Indemnified Selling
Holder Parties"), against any losses, claims, damages, or liabilities, joint or
several, to which such Selling Holder, underwriter, or controlling person may
become subject under the Securities Act, the Exchange Act, state securities or
Blue Sky laws, or otherwise, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon a
claim by a third party alleging any of the following statements, omissions or
violations (collectively the "Indemnified Violations"): (i) any untrue statement
or alleged untrue statement of any material fact contained in any registration
statement under which such Registrable Securities were registered under the
Securities Act, any preliminary prospectus, or final prospectus contained in the
registration statement, or any amendment or supplement to such registration
statement; (ii) the omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; or (iii) any violation or alleged violation by Ameritrade of the
Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law. Ameritrade will reimburse such Indemnified Selling Holder Party
for any legal (to the extent provided in Section 7(c)) and other expenses
reasonably incurred in connection with defending any such Indemnified Violation;
provided, however, that:

                           (x) The indemnity agreement contained in this Section
7(a) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability, or action if such settlement is effected without the consent
of Ameritrade (which consent shall not be unreasonably withheld), nor shall
Ameritrade be liable in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon an
Indemnified Violation which occurs in reliance upon and in conformity with
written information furnished by any Indemnified Selling Holder Party expressly
for use in connection with such registration;

                           (y) Ameritrade will not be required to indemnify any
Indemnified Selling Holder Party to the extent that any loss, claim, damage,
liability or action results from such party selling Registrable Securities (1)
to anyone to whom there was not sent or given, at or prior to the written
confirmation of the sale of such Registrable Securities, a copy of the
prospectus, as most recently amended or supplemented, if Ameritrade has
previously furnished or made available to the sellers of the Registrable
Securities copies thereof or (2) during any period following written notice by
Ameritrade to such party of an event described in Section 5(f) or of the
issuance of any stop order or other order suspending the effectiveness of the
registration statement; and

                           (z) The indemnity provided in this Section 7(a) with
respect to any preliminary prospectus shall not apply, if the untrue statement
or alleged untrue statement or omission or alleged omission was corrected in the
final prospectus.

                  (b) Each Selling Holder of Registrable Securities, severally
and not jointly, will indemnify and hold harmless Ameritrade, each of its
directors and officers and each underwriter (if any) and each person, if any,
who controls Ameritrade or any such underwriter within the meaning of the
Securities Act or the Exchange Act (collectively, the "Indemnified Ameritrade
Parties"), against any losses, claims, damages, or liabilities, joint or
several, to which such Indemnified Ameritrade Parties may become subject under
the Securities Act, Exchange Act, state securities or Blue Sky laws, or
otherwise, insofar as such losses, claims, damages, or



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liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in any
registration statement under which such Registrable Securities were registered
under the Securities Act, any preliminary prospectus or final prospectus
contained in the registration statement, or any amendment or supplement to the
registration statement, or arise out of or are based upon any omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, if the statement or
omission was made in reliance upon and in conformity with information relating
to such Selling Holder furnished in writing to Ameritrade by or on behalf of
such Selling Holder specifically for use in connection with the preparation of
such registration statement, prospectus, amendment, or supplement. Such Selling
Holder will reimburse each of the Indemnified Ameritrade Parties for any legal
and other expenses reasonably incurred in connection with defending any such
claim, liability, demand, loss or action; provided, however, that the indemnity
agreement contained in this Section 7(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such Selling Holder (which consent
will not be unreasonably withheld); and provided, further, that the obligations
of each Selling Holder hereunder shall be limited to an amount equal to the
proceeds to such Selling Holder from Registrable Securities sold in connection
with such Registration.

                  (c) Each party entitled to indemnification under this Section
7 (the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided, however, that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld). The failure by the Indemnified Party to deliver written
notice to the Indemnifying Party within a reasonable time of the commencement of
any such action, to the extent such failure is prejudicial to its ability to
defend such action, shall relieve such Indemnifying Party of any liability to
the Indemnified Party under this Section 7(c), but the omission so to deliver
written notice to the Indemnifying Party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section
7(c). The Indemnified Party may participate in such defense at such party's
expense; provided, however, that the Indemnifying Party shall pay such expense
if representation of such Indemnified Party by the counsel retained by the
Indemnifying Party would be inappropriate due to actual or potential differing
interests between the Indemnified Party and any other party represented by such
counsel in such proceeding. No Indemnifying Party in the defense of any such
claim or litigation shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party a release from all liability in respect of such claim
or litigations, and no Indemnified Party shall consent to entry of any judgment
or settle such claim or litigation without the prior written consent of the
Indemnifying Party.

                  (d) In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which either (i) any
Selling Holder of Registrable Securities exercising rights under this Agreement,
or any controlling person of any such Holder, makes a claim for indemnification
pursuant to this Section 7 but it is judicially determined (by



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the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that this Section 7 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of any such
Selling Holder or any such controlling person in circumstances for which
indemnification is provided under this Section 7; then, in each such case,
Ameritrade and such Selling Holder will contribute to the aggregate losses,
claims, damages, or liabilities to which they may be subject (after contribution
from others) in such proportions so that such Holder is responsible for the
portion represented by the percentage that the public offering price of its
Registrable Securities offered by the registration statement bears to the public
offering price of all securities offered by such registration statement, and
Ameritrade is responsible for the remaining portion; provided, however, that, in
any such case, (A) no such Holder will be required to contribute any amount in
excess of the proceeds to it of all Registrable Securities sold by it pursuant
to such registration statement, and (B) no person or entity guilty of fraudulent
misrepresentation, within the meaning of Section 11(f) of the Securities Act,
shall be entitled to contribution from any person or entity who is not guilty of
such fraudulent misrepresentation.

                  (e) The obligations of Ameritrade and Holders under this
Section 6 shall survive the completion of any offering of Registrable Securities
in a registration statement under this Section 7, or otherwise.

         8. REPORTS UNDER THE EXCHANGE ACT. With a view to making available to
the Holders the benefits of Rule 144 promulgated under the Securities Act and
any other rule or regulation of the Commission that may at any time permit a
Holder to sell securities of Ameritrade to the public without Registration, for
so long as any Investor shall hold Registrable Securities Ameritrade agrees to:

                  (a) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act;

                  (b) File with the Commission in a timely manner all reports
and other documents required of Ameritrade under the Securities Act and the
Exchange Act; and

                  (c) Furnish to any Holder, so long as such Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by
Ameritrade that it has complied with the reporting requirements of Rule 144
under the Securities Act and the Exchange Act, (ii) a copy of the most recent
annual or quarterly report of Ameritrade and such other reports and documents so
filed by Ameritrade, and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the Commission
which permits the selling of any such securities without Registration or
pursuant to such form.

         9. TRANSFER OF REGISTRATION RIGHTS. The Registration rights of any
Holder under this Agreement may not be transferred except as to any affiliate of
the Holder; provided, however, that Ameritrade is given written notice from the
transferor at the time of such transfer stating the name and address of the
transferee and identifying the securities with respect to which the rights
hereunder are being transferred. As a condition to the effectiveness of any
transfer permitted hereunder (i) the transferee shall agree, in writing, upon
request of Ameritrade, to be



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bound by the provisions of this Agreement, and (ii) Ameritrade shall be given
written notice at the time of or within a reasonable time after said transfer,
stating the name and address of said transferee or assignee and identifying the
securities with respect to which such Registration rights are being assigned.

         10. AMENDMENT OF REGISTRATION RIGHTS. Any provision of this Agreement
may be amended or the observance thereof may be waived either generally or in a
particular instance and either retroactively or prospectively, only with the
written consent of Ameritrade and 66 2/3% of the Registrable Securities then
outstanding. Any amendment or waiver effected in accordance with this Section 10
shall be binding upon each Holder of any Registrable Securities, each future
Holder of Registrable Securities, the Investors and Ameritrade. Nothing herein
shall prevent a holder of Registrable Securities from waiving its individual
rights. The number of shares of "Registrable Securities then outstanding" shall
be determined by the number of Common Shares outstanding and the number of
Common Shares issuable pursuant to then exercisable or convertible securities,
which are, in each case, Registrable Securities.

         11. MISCELLANEOUS.

                  (a) Entire Agreement. This Agreement and the documents
referred to herein constitute the entire agreement among the parties relating to
the subject matter hereof, and supersedes all prior agreements, arrangements,
and understandings, written or oral, relating to the subject matter hereof.

                  (b) Specific Performance. The parties agree that irreparable
damage would occur and that neither the Investors nor Ameritrade would have any
adequate remedy at law in the event that any of the provisions of this Agreement
were not performed in accordance with its specific terms or were otherwise
breached. It is accordingly agreed that each party shall be entitled to an
injunction or injunctions to prevent breaches by the other parties of this
Agreement and to enforce specifically the terms and provisions of this
Agreement, this being in addition to any other remedy to which it is entitled at
law or in equity.

                  (c) Successors and Assigns. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties. Except as provided in Section
7, nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and permitted
assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement except as expressly provided in this Agreement.

                  (d) Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be sent by courier service or certified
mail, return receipt requested, charges pre-paid, or by facsimile transmission,
to the address or facsimile number specified below:



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                           If to Ameritrade:

                           Ameritrade Holding Corporation
                           132 National Business Parkway, Suite 101
                           Annapolis Junction, MD 20701
                           Fax: 240-568-3480
                           Attention: General Counsel

                           With a copy to:

                           Mayer, Brown & Platt
                           190 LaSalle Street
                           Chicago, IL. 60603
                           Attention: Carol S. Rivers, Esq.
                           Fax: 312-701-7711

                           If to the Investors:

                           J. Roderick Heller III
                           [to complete]

                           With a copy to:

                           Wilmer, Cutler & Pickering
                           2445 M Street, N.W.
                           Washington, D.C. 20037-1420
                           Attn: Russell J. Bruemmer, Esq.
                           Fax: (202) 663-6363

or to such other address or facsimile number as the person may specify in a
notice duly given to the sender as provided herein. Notice given hereunder will
operate and be deemed effective and received (a) in the case of facsimile, when
received by recipient and sender has received an electronic confirmation of
receipt of the transmission (provided, however, that such transmission and
confirmation are received by 5:00 p.m. on a business day; otherwise, such
transmission shall be deemed to have been received on the next business day);
(b) in the case of delivery by courier, upon the date of delivery indicated in
the records of such courier; or (c) in the case of certified mail, upon signing
of the return receipt.

                  (e) Headings; Counterparts. Headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof. This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.



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                  (f) Further Assurances. Each of the parties hereto agrees to
execute and deliver those writings and documents reasonably required to more
fully carry out the purposes of this Agreement and the transactions contemplated
hereby.

                  (g) Governing Law; Severability. This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
New York, exclusive of any choice of law principles that would result in a
choice of law other than the laws of the State of New York, except to the extent
superseded or preempted by the laws of the United States. Whenever possible,
each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under said laws; provided, however, that if any provision of
this Agreement shall be held to be invalid or unenforceable under applicable
law, such provision shall be ineffective only to the extent of such invalidity
or unenforceability, without invalidating the remainder of such provision or the
remainder of the provisions of this Agreement.

                  (h) Consent of Jurisdiction. The parties consent to and waive
any objection to the jurisdiction of the United States District Court for the
State of New York, or any state court located in New York, over the person of
any party to this Agreement, for purposes of any action brought under or as the
result of a breach of this Agreement. The parties agree that venue of any action
brought under or as the result of a breach of this Agreement shall be proper in
the courts named above, and each party waives any objection to such venue.

                  (i) Market Stand-Off Agreement. Each Holder shall, if
requested by the managing underwriter and only to the extent the same stand-off
provision or a more restrictive such provision is imposed on directors and
officers of the Company by the managing underwriter, during the period
commencing on the date of the final prospectus relating to any underwritten
public offering of securities by the Company and ending on the date specified by
the Company and the managing underwriter (such period not to exceed one hundred
eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any Common Shares or any securities convertible into or
exercisable or exchangeable for Common Stock (whether such shares or any such
securities are then owned by such Holder or are thereafter acquired), or (ii)
enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of the Common Shares,
whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of Common Shares or such other securities, in cash or
otherwise. The underwriters in connection with such public offerings by the
Company are intended third party beneficiaries of this section and shall have
the right, power and authority to enforce the provisions hereof as though they
were a party hereto.

         In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Common Shares (and the shares or
securities of every other person subject to the foregoing restriction) until the
end of such period.


                           [Execution Page to Follow]



                                      -11-
<PAGE>   12

                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed under seal by their respective duly authorized officers as of the
day and year first above written.


AMERITRADE                              INVESTORS

AMERITRADE HOLDING                      By:
CORPORATION

/s/ John R. MacDonald                   /s/ J. Roderick Heller, III
-------------------------------         -------------------------------
By: John R. MacDonald                   J. Roderick Heller, III
Its: Vice President and                 As Stockholder Representative
     Chief Financial Officer



                                        By:

                                        /s/ Dennis Hooks
                                        -------------------------------
                                        Dennis Hooks
                                        As Stockholder Representative