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                                                                      EXHIBIT 10



















                       FULLY DISCLOSED CLEARING AGREEMENT

                                     BETWEEN

                             ALEXANDER WESCOTT & CO.

                                       AND
                             FIRST SOUTHWEST COMPANY



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                                TABLE OF CONTENTS

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<S>                                                                                                                      <C>
RECITALS..................................................................................................................1

1.0       Representations and Warranties .................................................................................1

2.0       Customer and ALEX Accounts .....................................................................................2

          2.a.    Opening, Approving and Monitoring, Customer Accounts ...................................................2
          2.a. I  Account Documentation ..................................................................................2
          2.a.2   Know ledge of Customer and Customer's Investment Objectives ............................................3
          2.a.3   Acceptance of Accounts .................................................................................3
          2.a.4   Compliance Supervision .................................................................................4
          2.a.5   Supervision of Orders and Accounts .....................................................................4
          2.b.    Extension of Credit ....................................................................................4
          2.c.    Maintenance of Books and Records .......................................................................4
          2.d.    Receipt, Delivery and Safeguarding of Funds and Securities .............................................4
          2.e.    Confirmations and Statements ...........................................................................4
          2.f.    Acceptance of Orders and Execution of Transaction.......................................................4
          2.g.   Customer Responsibility for Certain Purposes ............................................................4
          2.h.   Notice to Customers .....................................................................................4
          2.i.   Option Accounts .........................................................................................5
          2.j.   Accounts of Associated Persons ..........................................................................5
          2.k.   Proprietary Accounts ....................................................................................5

3.0       Extension of Credit ............................................................................................5
           3.a.   Margin Agreements ......................................................................................5
           3.b.   Margin and Mar-in Maintenance ..........................................................................5
           3.c    .Margin Requirements ...................................................................................6
           3.d.   Margin Disclosure ......................................................................................6
           3.e.   Losses .................................................................................................6

4.0        Maintenance of Books and Records ..............................................................................6

5.0       Receipt, Delivery and Safeguarding of Funds and Securities .....................................................7
          5.a.    Receipt and Delivery in the Ordinary Course of Business ................................................7
          5.b.    Custody Services .......................................................................................7
          5.c.    Receipt and Delivery Pursuant to Special Instruction ...................................................7
          5.d.    When Issued Transactions ...............................................................................8

6.0       Confirmations and Statements ...................................................................................8
          6a.     Preparation and Transmission ...........................................................................8
          6b.     Examination and Notification of Errors .................................................................8

7.0       Acceptance of Orders, Execution of Transactions, Other Services ................................................8
          7.a.    Customers' Orders ......................................................................................8
          7.b.    Transactions Clearing ..................................................................................9
          7.c.    Other Services .........................................................................................9

8.0       Fees and Settlements for Securities Transactions ...............................................................9
          8.a.     Commissions - Fees for Clearing Services...............................................................9
          8.b.     Settlements ...........................................................................................9
          8.c.    Training Expenses .....................................................................................10

9.0       Deposit .......................................................................................................10
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<S>                                                                                                                      <C>
10.0      Indemnification ...............................................................................................11
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                       FULLY DISCLOSED CLEARING AGREEMENT

         This Fully Disclosed Clearing Agreement (the "Agreement") is executed
and entered into by and between First Southwest Company ("FSWC"), a Texas
Corporation, and Alexander Wescott & Co. ("ALEX"). This Agreement will be deemed
effective at 12:01 a.m. on the first day business is transacted hereunder.

RECITALS:

         WHEREAS, ALEX is in the process of registering or is registered with
the Securities and Exchange Commission ("SEC") as a broker-dealer of securities
in accordance with Section 15(b) of the Securities Exchange Act of 1934 (the
"Act") and is applying for membership or is a member of the National Association
of Securities Dealers, Inc. ("NASD"), and desires to enter into an agreement
with FSWC for FSWC to clear and maintain customer accounts on behalf of ALEX;

         WHEREAS, FSWC desires to enter into an agreement to provide clearing
services and to maintain cash, margin, option or other accounts ("Accounts") for
ALEX or customers ("Customers") of ALEX;

         WHEREAS, the parties intend that ALEX will introduce certain of
Customers to FSWC, and that FSWC, as an independent contractor, may elect to
clear and carry the Accounts of said Customers pursuant to the terms and
conditions hereof; and

         WHEREAS, the parties do not intend that a joint venture, partnership,
or other similar relationship be created as between them, but rather that each
party will maintain an independent relationship with the Customers whose
Accounts are introduced hereunder.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and of the guarantee of this Agreement by any guarantor(s), and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

1.       REPRESENTATIONS AND WARRANTIES

         ALEX represents and warrants to FSWC that:

         (a)    ALEX is either a corporation, a partnership, limited liability
                company or other entity as specified on the signature page
                hereof, in either case duly organized, validly existing and good
                standing under the laws of the state of its incorporation or
                other formation.

         (b)    ALEX has all the requisite authority in conformity with all
                applicable laws and regulations to enter into this Agreement, to
                retain the services of FSWC in accordance with the terms hereof,
                and to perform its obligations hereunder.

         (c)    ALEX shall employ as a manager of its brokerage operation only a
                person who has all requisite licenses and experience in
                compliance with applicable securities laws and regulations.

         (d)    ALEX shall duly employ only such sales and supervisory personnel
                ("Registered Representatives") who have the requisite licenses
                and experience in compliance with applicable securities laws and
                regulations.

         (e)    ALEX has advised FSWC of any arrangements in existence with any
                other firm for the provision by such other firm of clearing
                services for any Customer Accounts or ALEX Accounts; and
                satisfactory provisions have been made for the termination of
                any such arrangements in connection with the implementation of
                the CLEARING services to be provided by FSWC hereunder.

         (f)    ALEX has, if applicable, informed FSWC of any independent agents
                or independent contractors used in providing the services
                contemplated hereunder.

         (g)    ALEX is registered as a broker/dealer with the SEC and is in
                compliance with the rules and regulations thereof,


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                or is in the process of so registering

         (h)    ALEX is a member firm in good standing of the NASD and is in
                compliance with the rules and regulations thereof, or has
                applied for such membership.

         FSWC represents and warrants to ALEX that:

         (a)    FSWC is a corporation duly organized, validly existing and in
                good standing under the laws of the state of Texas.

         (b)    FSWC is registered as a broker-dealer with the SEC and is in
                compliance with the rules and regulations thereof.

         (c)    FSWC is a member firm in good standing of the NASD and is in
                compliance with the rules and regulations thereof.

         (f)    FSWC is in compliance with the rules and regulations of each
                national securities exchange of which it is a member.


2.       CUSTOMER AND ALEX ACCOUNTS

                Responsibility for compliance with the provisions of the Conduct
Rules of the NASD regarding Customer accounts shall be allocated between FSWC
and ALEX as set forth below.

         (a)    OPENING, APPROVING AND MONITORING CUSTOMER ACCOUNTS.

                           (1) ACCOUNT DOCUMENTATION. ALEX will be responsible
                               for obtaining and verifying all required
                               information and the identity of each potential
                               Customer. ALEX will be responsible for the
                               maintenance and retention of all documents
                               relating to an Account. ALEX hereby acknowledges
                               its obligation to retain said documents in an
                               easily accessible place for the requisite time
                               periods in accordance with SEC rules and agrees
                               to provide the original application by overnight
                               delivery or a legible copy by facsimile
                               transmission of it within 24 hours of a request
                               from FSWC. The foregoing notwithstanding, New
                               Account Agreements, Customer Margin and Short
                               Account Agreements and any other documents and/or
                               Agreements as required by FSWC in the normal
                               course of business shall be provided by ALEX to
                               FSWC for maintenance and retention by FSWC. ALEX
                               shall forward completed documents, and copies of
                               any other documents as specified by FSWC, to FSWC
                               in accordance with FSWC's procedures. FSWC shall
                               have no responsibility for the verification of
                               signatures or other information contained on any
                               such agreements or documentation, but shall
                               retain the right, in any instance where FSWC
                               elects to do so, (i) to require ALEX to verify
                               and authenticate to FSWC any such signatures or
                               other information, or (ii) reject any such
                               agreement or documentation as insufficient or
                               incomplete. ALEX WILL be responsible for
                               complying with the requirements of SEC Rule
                               15g2-6, relating to transactions in penny stocks,
                               if applicable.

                           (2) KNOWLEDGE OF CUSTOMER AND CUSTOMER'S INVESTMENT
                               OBJECTIVES. ALEX WILL be responsible for learning
                               and documenting all the facts relative to every
                               Customer necessary to insure compliance by ALEX
                               with applicable rules and regulations, including,
                               the information and instructions submitted to
                               FSWC pursuant to Section 2(a)(1), any additional
                               facts relative to the Customer's investment
                               objectives, and to the nature of every, Customer
                               Account, every order and every person holding
                               power of attorney over any Customer Account. It
                               shall be the responsibility of ALEX to ensure
                               that those of its Customers who open or maintain
                               Accounts hereunder shall not be minors; and ALEX
                               will not accept Accounts for such persons as come
                               within the express provisions of Rule 3050 of the
                               Conduct Rules of the NASD, relating to
                               transactions for or by associated persons, unless
                               ALEX has complied with the provisions of


<PAGE>

                               said Rule and, if applicable, provided evidence
                               of employer approval as required by said Rule.
                               ALEX shall be solely responsible for any issues
                               regarding the suitability of any investments for
                               ALEX'S Customers.

                           (3) ACCEPTANCE OF ACCOUNTS. FSWC will execute orders
                               for ALEX'S customers whose Accounts have been
                               accepted by FSWC through ALEX, but only insofar
                               as such orders are transmitted by ALEX to FSWC
                               through the FSWC on-line system or telephonically
                               after ALEX'S appropriate principals have accepted
                               and approved said Accounts. ALEX shall be
                               responsible for notifying FSWC in writing of the
                               identity of the persons authorized to enter
                               orders for ALEX and its customers; and until such
                               notification is received, FSWC shall be fully
                               protected in relying on the incumbency and
                               authority of all persons who represent they are
                               registered representatives of ALEX, or represent
                               they are authorized to act for or on behalf of a
                               registered representative of ALEX, without
                               investigation or inquiry of any kind by FSWC. Any
                               person so identified to FSWC as BEING authorized
                               to enter orders shall be deemed to retain such
                               authority until such time as ALEX establishes to
                               the satisfaction of FSWC that such person is no
                               longer employed by ALEX. Each Customer and ALEX
                               Account approved by ALEX and opened with FSWC
                               shall be subject to FSWC's acceptance. ALEX WILL
                               not Submit any Customer for FSWC's acceptance
                               unless FSWC's standards for the establishment of
                               an Account, as set forth in this Agreement, have
                               been met. FSWC reserves the RIGHT to withhold
                               acceptance of or to reject, for any reason, any
                               Customer Account, ALEX Account or any transaction
                               for any Account and to terminate any Account
                               previously accepted by FSWC at any time, for any
                               reason, and without approval of or notice to
                               ALEX. Initial acceptance of each Account shall be
                               conditioned upon FSWC's receipt of completed
                               forms as required by Section 2(a)(1). ALEX shall
                               not submit such forms with respect to any
                               Customer Account unless ALEX has in its
                               possession the documentation of all information
                               required pursuant to Section 2(a)(2). FSWC shall
                               be under no obligation to accept any, Account as
                               to which any documentation required to be
                               submitted to FSWC or maintained by ALEX pursuant
                               to Sections 2(a)(1) and 2(a)(2) is incomplete.
                               Prior to acceptance of any Account, no action
                               taken by FSWC or any of its employees, including
                               without limitation the clearing of a trade in any
                               Account, shall be deemed to be or shall
                               constitute acceptance of such Account.


                           (4) COMPLIANCE SUPERVISION. FSWC will not provide any
                               compliance, supervision or enforcement support
                               activities to ALEX. There is no written, verbal
                               or implied agreement between FSWC and ALEX for
                               FSWC to offer or provide these services. However,
                               FSWC reserves the right to investigate any ALEX
                               client, order or Account for the purposes of
                               determining whether or not ALEX is, in fact, in
                               compliance with all applicable rules and
                               regulations, including compliance with FSWC House
                               Rules.

                           (5) SUPERVISION OF ORDERS AND ACCOUNTS. As between
                               FSWC and ALEX, ALEX WILL be responsible for the
                               review and supervision of, and the suitability
                               of, investments made by every Customer. ALEX
                               SHALL be responsible for insuring, that all
                               transactions in and activities related to all
                               Accounts opened by it with FSWC, including
                               discretionary Accounts, will be in compliance
                               with all applicable laws, rules and regulations
                               of the United States, the several states,
                               governmental agencies, securities exchanges and
                               the NASD, including any laws relating to ALEX'S
                               FIDUCIARY responsibilities to Customers, either
                               under the Employee Retirement Income Security
                               Act of 1974 or otherwise; and in this connection,
                               ALEX shall diligently supervise the activities
                               of its officers, employees and representatives
                               with respect to such Accounts. FSWC will perform
                               the clearing services provided for in this
                               Agreement for Accounts accepted by it in
                               accordance with the terms of this Agreement, as
                               it may be amended from time to time, and
                               otherwise in accordance with its judgment. To the
                               extent, if any, that FSWC accepts from ALEX
                               orders for execution in accordance with Section
                               7(a), ALEX SHALL be responsible for informing
                               FSWC of the location of the securities that are
                               the subject of the order so that FSWC may comply
                               with the provisions of Rule 3110 of the Conduct
                               Rules of the NASD.



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     (b)       EXTENSION OF CREDIT. The division of responsibilities with
               respect to the extension of credit is set forth in Section 3 of
               this Agreement.

     (c)       MAINTENANCE OF BOOKS AND RECORDS. The division of
               responsibilities with respect to the maintenance of books and
               records is set forth in Section 4 of this Agreement.

     (d)       RECEIPT, DELIVERY AND SAFEGUARDING OF FUNDS AND SECURITIES. The
               division of responsibilities with respect to the receipt and
               delivery of and safeguarding of funds and securities is set forth
               in Section 5 of this Agreement.

     (e)       CONFIRMATIONS AND STATEMENTS. The division of responsibilities
               with respect to confirmations and statements is set forth in
               Section 6 of this Agreement.

     (f)       ACCEPTANCE OF ORDERS AND EXECUTION OF TRANSACTION. The division
               of responsibilities with respect to the acceptance of orders and
               the execution of transactions is set forth in Section 7 of this
               Agreement.

     (g)       CUSTOMER RESPONSIBILITY FOR CERTAIN PURPOSES. Notwithstanding
               anything herein to the contrary, for purposes of the Securities
               Investment Protection Act of 1970 and the Financial
               Responsibility Rules adopted under the Act, the Customers ,who
               maintain Accounts with FSWC are customers of FSWC. For all other
               purposes, such Customers shall be customers of ALEX.

     (h)       Notice to Customers. Subject to the requirements of the Conduct
               Rules of the NASD, ALEX shall provide, or cause to be provided,
               to every Customer, upon the opening of a Customer Account, notice
               of the existence and general terms of this Agreement.

     (i)       OPTION ACCOUNTS. In the event that any customer elects to engage
               in listed securities options transactions in an Account accepted
               by FSWC, or ALEX enters securities options transactions in an
               Account accepted by FSWC, ALEX agrees to (i) abide by FSWC's
               requirements and time limitation for accepting an exercise notice
               with respect to a Customer's options positions, which
               requirements and time limitations may be different from the
               minimum requirements imposed by the Options Clearing Corporation
               ("OCC") or other regulatory or self-regulatory organization from
               time to time, (ii) determine the suitability of the Customer for
               trading options and approving specific options strategies and
               transactions, (iii) provide the Customer with a Current copy of
               the OCC disclosure document and applicable updates as published
               from time to time by OCC (and complying with such other
               requirements involving the dissemination of disclosure documents,
               including prospectuses, as may be required from time to time by
               applicable law), and (iv) notify the customer when customer has
               been assigned delivery responsibility regarding any short
               options positions, and accept exercise notices from the customer
               regarding long options positions.

     (j)       ACCOUNTS OF ASSOCIATED PERSONS. In each case in which a Customer
               is an employee or otherwise associated with an NASD member, ALEX
               shall be responsible for notifying such member in accordance with
               the provisions of Rule 3050 of the Conduct Rules of the NASD.

     (k)       PROPRIETARY ACCOUNTS. ALEX may request that FSWC maintain one or
               more Accounts on its books to reflect the proprietary securities
               and/or cash positions of ALEX (a "Proprietary Account"). FSWC
               may, in its sole discretion, agree or refuse to maintain any such
               Proprietary Account. If FSWC agrees to maintain one or more
               Proprietary Accounts, all of the other terms and conditions of
               this Agreement shall apply, and each such Proprietary Account
               shall be deemed an "Account" hereunder, except to the extent that
               this Agreement provides for differing treatment of Accounts and
               Proprietary Accounts.

3.       EXTENSION OF CREDIT

         Responsibility for compliance with the provisions of Regulation T,
         issued by the Board of Governors of the Federal Reserve System pursuant
         to the Securities Exchange Act of 1934 ("Regulation T"), and all other
         applicable rules, regulations and requirements of any EXCHANGE or
         regulatory agency affecting the extension of credit shall be allocated
         between FSWC and ALEX as set forth in this Section 3.


<PAGE>

         (a)   MARGIN AGREEMENTS. At the time of opening of each margin account,
               ALEX WILL furnish FSWC with an FSWC Customer Margin and Short
               Account Agreement, executed by the Customer, on the form
               furnished to ALEX by FSWC. As to any Account, until ALEX has
               furnished FSWC with an executed margin agreement, FSWC may, at
               its discretion, re-book any transactions initially cleared as a
               margin transaction to be a cash transaction, liquidate the
               Account or take any other action FSWC deems necessary.

         (b)   MARGIN AND MARGIN MAINTENANCE. ALEX is responsible for the
               collection of initial margin and all amounts necessary to meet
               subsequent maintenance calls in each Customer and ALEX Account to
               insure compliance with Regulation T and the house rules of FSWC.
               FSWC shall have the unlimited right to buy in or sell out
               positions in Accounts whenever FSWC, in its sole discretion,
               deems such action appropriate. FSWC may take any such action
               regardless of whether any such Account is then in compliance with
               applicable margin maintenance requirements or a request has been
               made for an extension of time to make any payment required by
               Regulation T. ALEX acknowledges that FSWC has the right to demand
               payment on any debit balance in any ALEX Customer Account,
               Proprietary Account or related ALEX Accounts; and ALEX shall be
               liable to FSWC for any non-receipt of such payments upon demand.

         (c)   MARGIN REQUIREMENTS. Initial margin and margin maintenance
               requirements applicable to any margin Account shall be in
               accordance with the House Rules of FSWC, to the extent such rules
               provide for higher requirements than those provided under any
               law, any exchange or any regulatory agency. FSWC may, in its
               discretion, change the margin requirements applicable to any
               Account or class of accounts, as described in its House Rules,
               and FSWC will notify ALEX of any such changes. ALEX shall be
               responsible for advising each of its Customers of the changed
               requirements, for collecting any additional Margin necessary to
               insure compliance with such increased requirements and, if
               necessary, liquidating positions in the Accounts.

         (d)   MARGIN DISCLOSURE. ALEX shall be responsible for providing
               statements (Disclosure of Credit Terms in Margin Transactions)
               under Rule 10b-16 to ALEX customers.

         (e)   LOSSES. In addition to, and not in limitation of, ALEX'S
               agreement to indemnify FSWC pursuant to the provisions of Section
               10, ALEX indemnifies and holds harmless FSWC from and against any
               and all loss, cost, expense and liability (including legal and
               accounting fees and expenses) sustained by FSWC arising out of
               any of the following:

               (i)    any failure by any Customer to comply with the terms of
                      any agreement with FSWC, including without limitation, its
                      Customer Margin and Short Account Agreement;

               (ii)   FSWC's re-booking of margin transactions as cash
                      transactions pursuant to Section 3(a);

               (iii)  the execution by an FSWC broker of a transaction for the
                      account of a Customer pursuant to Section 3(b);

               (iv)   in a margin transaction, the failure of ALEX or any
                      Customer to comply with Regulation T;

               (v)    the failure of ALEX to satisfy its obligations under this
                      Section 3;

               (vi)   in a cash transaction, the failure of delivery of
                      securities sold or failure of payment for securities
                      purchased in accordance with the provisions of Regulation
                      T; the return to FSWC unpaid of any check given to FSWC by
                      ALEX or any Customer; or the payment and/or delivery of
                      all "when issued" transactions which FSWC may accept or
                      execute for the Accounts; or

               (vii)  FSWC's refusal of any transaction or instruction from ALEX
                      or a Customer of ALEX, regardless of the circumstances, if
                      FSWC determines, in its discretion, that effecting such
                      transaction or following such instruction is or could be
                      detrimental to any such Customer, to FSWC and/or to ALEX.

<PAGE>

4.       MAINTENANCE OF BOOKS AND RECORDS

         FSWC will maintain stock records and other records on a basis
consistent with generally accepted practices and/or mandated in the securities
industry and will maintain copies of such records as are produced by FSWC, in
accordance with the NASD and SEC guidelines for record retention, in effect from
time to time. FSWC and ALEX shall each be responsible for preparing and filing
the reports required by the governmental and regulatory agencies that have
jurisdiction over each and FSWC and ALEX WILL each provide the other with such
information, if any, which is in the control of one party but is required by the
other to prepare any such report.

         At the commencement of business under the terms of this Agreement and
annually thereafter, FSWC will furnish to ALEX a list of all reports (such as
exception reports) which FSWC will offer to assist ALEX in its efforts to
supervise and monitor Customer Accounts and in order for ALEX to carry out its
functions and responsibilities pursuant to this Agreement. ALEX must specify to
FSWC, in writing within ten (10) days of receipt of the list, those reports
offered by FSWC that ALEX requires to supervise and monitor its Customers'
Accounts. FSWC shall preserve, as part of its books and records, copies of the
specific reports requested by and/or supplied to ALEX.

         FSWC will give written notice to the chief executive officer and the
compliance officer of ALEX, indicating as of the date of such notice, the list
of reports offered to ALEX and specifying those reports that were actually
requested by and/or supplied to ALEX as of such date. FSWC shall provide a copy
of this written notice at the same time to the NASD as the designated examining
authority of ALEX.

         FSWC shall furnish, upon request of the NASD as the designated
examining authority of ALEX, (i) a recreated copy of the report originally
produced; or (ii) the format of the report and the applicable data elements
contained in the original report.

5.       RECEIPT, DELIVERY AND SAFEGUARDING OF FUNDS AND SECURITIES

         (a)          RECEIPT AND DELIVERY IN THE ORDINARY COURSE of Business.
                      FSWC will receive and deliver all funds and securities
                      in connection with transactions for Customer Accounts
                      in accordance with the Customer's instructions to
                      ALEX, provided that ALEX shall be responsible for
                      advising Customers of their obligations to deliver
                      funds or securities in connection with each such
                      transaction and for any failure of any Customer to
                      fulfill such obligation. FSWC shall be responsible
                      for the safeguarding of all funds and securities
                      delivered to and accepted by it, subject to count and
                      verification by FSWC. However, FSWC will not be
                      responsible for any funds or securities delivered by
                      a Customer to ALEX, its agents or employees until
                      such funds or securities are physically delivered to
                      FSWC's premises and accepted by FSWC or deposited in
                      bank accounts maintained in FSWC's name. It is
                      expressly understood and agreed, however, that ALEX
                      is responsible for compliance with the Currency and
                      Foreign Transactions Reporting Act (31 U.S.C. Section
                      5311. ET SEQ.) and the rules and regulations
                      promulgated thereunder (31 C.F.R. Section 103.11, as
                      amended, ET SEQ.). FSWC reserves the right to
                      transfer any and all monies and securities in ALEX
                      Customer Account(s) to the ALEX Customer, if ALEX
                      Customer account(s) are deemed by FSWC, in its sole
                      discretion, to be a risk to FSWC or if the account(s)
                      do(es) not comply and conform to the House Rules of
                      FSWC after request for compliance is transmitted to
                      the ALEX and/or ALEX Customer.

         (b)          Custody Services. Whenever FSWC has been instructed to act
                      as custodian of the securities in any ALEX or Customer
                      Account, or to hold such securities in "safekeeping," FSWC
                      may hold the securities in the Customer's name or may
                      cause such securities to be registered in the name of FSWC
                      or its nominee or in the names of nominees of any
                      depository used by FSWC. FSWC will perform the services
                      required in connection with ACTING as custodian for
                      securities in ALEX and Customer Accounts, such as: (i)
                      collection and payment of dividends; (ii) transmittal and
                      handling (through ALEX) of tenders or exchanges pursuant
                      to tender offers and Exchange offers as, if and when
                      received by FSWC; (iii) transmittal of all proxy materials
                      and other shareholder communications; and (iv) handling of
                      exercised, or expirations of, rights, warrants or
                      redemptions; provided, however, FSWC shall not be
                      responsible for reviewing or analyzing the terms and
                      provisions of any securities held in any), Account or for
                      determining the rights of ALEX or any Customer with
                      respect thereto.



<PAGE>



         (c)          RECEIPT AND DELIVERY PURSUANT TO SPECIAL INSTRUCTION.
                      Subject to the limitations set forth in this Agreement and
                      consistent with the systems and procedures of FSWC, upon
                      instruction from ALEX or a Customer, FSWC will make such
                      transfers of securities or Accounts as may be requested.
                      ALEX shall be responsible for determining if any
                      securities held in ALEX or Customer Accounts are
                      "restricted securities" or "control stock" as defined by
                      the rules of the SEC; that orders executed for such
                      securities are in compliance with applicable laws, rules
                      and regulations; and that all necessary documentation
                      required to clear legal transfer (including opinions of
                      legal Counsel, if requested by FSWC or the transfer agent)
                      are provided in a timely manner. However, FSWC will not be
                      required to transfer securities if, in the exercise of its
                      good faith judgment, such transfer would violate any
                      applicable laws, rules or regulations or would subject
                      FSWC to liability or additional cost or expense.

         (d)          When Issued Transactions. In the case of the payment and
                      delivery of securities on a "when issued" basis, ALEX
                      shall remain responsible, as set forth in this Agreement,
                      until necessary and satisfactory payment of funds or
                      delivery of securities has been received by FSWC.

6.       CONFIRMATIONS AND STATEMENTS

         (a)          PREPARATION AND TRANSMISSION. FSWC will prepare and send
                      to Customers monthly or quarterly statements of
                      account, which statements shall meet FSWC's
                      requirements as to format and quality and will indicate
                      that ALEX introduced the Account. Unless otherwise
                      agreed in writing, FSWC will be responsible for
                      preparing and transmitting confirmations; provided,
                      however, that ALEX'S right to prepare and transmit
                      confirmations shall be subject to prior written
                      approval by FSWC and compliance by ALEX with the
                      provisions of Rule 2230 of the Conduct Rules of the
                      NASD. ALEX shall be responsible for notifying the
                      Customer and FSWC if it is preparing and transmitting
                      confirmations. ALEX shall not generate and/or prepare
                      any statements, billings or confirmation respecting any
                      Account except as provided in this Agreement or
                      pursuant to an agreement executed between FSWC and ALEX
                      that authorizes ALEX to print and mail statements to
                      Accounts on behalf of FSWC. If such an agreement has
                      been executed, ALEX covenants that it shall comply with
                      all requirements for statements imposed upon FSWC under
                      all applicable laws, rules and regulations, including,
                      but not limited to, the SEC, NASD, Federal Reserve
                      Board and all other regulatory organizations. Copies of
                      all monthly or quarterly statements sent by FSWC to
                      Customers will be sent to ALEX. FSWC will also provide
                      to ALEX monthly statements of clearing services
                      performed by FSWC for ALEX and Customer Accounts
                      showing, the fees charged for such services during the
                      month, as provided in Section 8.

         (b)          EXAMINATION AND NOTIFICATION OF ERRORS. ALEX shall examine
                      promptly all monthly statements of account, monthly
                      statements of clearing services and other reports provided
                      to ALEX by FSWC. ALEX shall notify FSWC of any error
                      claimed by ALEX in any Account in connection with (i) any
                      transaction, prior to the settlement date of such
                      transaction, (ii) information appearing on daily reports,
                      within five days of such report, and (iii) information
                      appearing on monthly statements or reports, within 10 days
                      of ALEX's receipt of any monthly statement or report. Any
                      notice of error shall be accompanied by such documentation
                      as may be necessary to substantiate ALEX's claim. ALEX
                      shall provide promptly upon FSWC's request any additional
                      documentation which FSWC reasonably believes is necessary
                      or desirable to establish and correct any such error. In
                      all cases, FSWC reserves the right to determine the
                      validity of any claimed error.

7.       ACCEPTANCE OF ORDERS, EXECUTION OF TRANSACTIONS, OTHER SERVICES

         (a)          CUSTOMERS' ORDERS. Acceptance of Customers' orders shall
                      be the responsibility of ALEX. ALEX shall advise each of
                      its Customers that its relationship with FSWC is solely
                      that of an introducing broker to a Clearing broker and
                      that, except as set forth in Section 2 above, ALEX bears
                      all responsibility for the Customer's Account. ALEX shall
                      be responsible for the authenticity of all orders. FSWC is
                      not obligated to accept for execution any orders placed
                      directly with FSWC by a Customer. In addition, FSWC is not
                      obligated to accept any orders from ALEX if FSWC
                      determines in good faith that it should not. ALEX assumes
                      the risk of failure by an over-the-counter dealer with
                      which ALEX executes an order, in the event such dealer
                      fails to perform, and ALEX will reimburse FSWC for any,
                      loss incurred by it in the transaction.



<PAGE>



         (b)          Transactions Clearing. During the term of this agreement
                      FSWC will clear transactions on a fully disclosed basis
                      for Accounts of ALEX and the Customers that ALEX
                      introduces and FSWC accepts as provided in Section
                      2(a)(3); provided, however, that FSWC is not obligated to
                      clear any transactions for ALEX OR ALEX'S Customers if
                      FSWC determines in good faith that it should not.

         (c)          Other Services. FSWC will perform such other services,
                      upon such terms and at such prices, as FSWC and ALEX may
                      from time to time agree.

8.       FEES AND SETTLEMENTS FOR SECURITIES TRANSACTIONS

         (a)          COMMISSIONS - FEES FOR CLEARING SERVICES.

         (i)          ALEX has provided to FSWC its basic commission schedule
                      and FSWC will charge each Customer the commission shown on
                      such schedule or which ALEX otherwise directs FSWC to
                      charge on each transaction. ALEX'S basic commission
                      schedule may be amended from time to time by written
                      instructions to FSWC from ALEX; provided, however, that
                      FSWC shall be required to implement such changes only to
                      the extent that they are within the usual capabilities of
                      FSWC's data processing and operations systems and only
                      over such reasonable time as FSWC may deem necessary or
                      desirable to avoid disruption of FSWC's normal operational
                      capabilities. FSWC may charge ALEX for changes in the
                      basic commission schedule. ALEX'S basic commission
                      schedule shall be within the format of FSWC's computer
                      system and must be expressly agreed to by FSWC.

         (ii)         FSWC will charge ALEX for clearing services according to

                      the fee schedule set forth in Schedule A attached
                      hereto and incorporated herein for all purposes. As
                      of the close of each month, FSWC shall forward to
                      ALEX a statement setting forth the fees earned in
                      accordance with Schedule A and the amounts due
                      thereunder. These charges shall be promptly paid by
                      ALEX. Charges may be modified from time to time by
                      FSWC without re-execution of this Agreement. To
                      implement new charges, FSWC will mail or telecopy a
                      new Schedule A to ALEX; and the new charges shall
                      become effective upon the expiration of 30 days from
                      the date of such mailing or telecopy. Upon the
                      expiration of such 30 days, the new Schedule A shall
                      become a part of and modify this Agreement without
                      any further action by the parties. During the
                      pendency of such 30-day notice period, the previous
                      charges shall Continue to be effective. In addition,
                      FSWC will charge ALEX expenses incurred by FSWC on
                      behalf of ALEX pursuant to this Agreement. Expenses
                      incurred by FSWC on behalf of ALEX that shall be
                      deducted from any payments due to ALEX from FSWC
                      include, but are not limited to, overlay of forms,
                      system equipment expenses, changes to commission
                      schedules and financial report information related
                      thereto, installation of data communication lines and
                      brokerage related credit inquiries, legal transfers,
                      Regulation T extensions, Mailgrams (buy-in or
                      sellout), microfiche of records, excess Security
                      Investors Protection Corporation protection for
                      Accounts and costs incurred in failure of ALEX to
                      provide social security or tax identification numbers.

         (b)          SETTLEMENTS. FSWC will collect all commissions from
                      Customers on behalf of ALEX and through ALEX. Upon
                      request, FSWC may make payments to ALEX against such
                      commissions in advance of the monthly settlement
                      contemplated by this Section 8(b); however, the amount of
                      such payments shall be determined in FSWC's sole
                      discretion based upon FSWC's experience with ALEX'S
                      operations.

                      As soon as practicable after the end of each month, FSWC
                      will credit ALEX with the amount of commissions and other
                      amounts collected by FSWC on ALEX'S behalf, and deduct all
                      amounts due to FSWC from ALEX (including without
                      limitation, Customers' unsecured debit items, however
                      arising). FSWC shall pay ALEX the amount by which the
                      total owed ALEX exceeds the total owed FSWC, or shall send
                      a statement to ALEX and ALEX shall pay FSWC the amount by
                      which the total owed FSWC exceeds the total owed ALEX. If
                      ALEX fails to make such payment, FSWC shall have the right
                      to charge any other Account maintained by FSWC for ALEX or
                      any other assets of ALEX held by FSWC (including the
                      deposit required pursuant to Section 9 and positions and
                      balances in ALEX Accounts) for the net amount due FSWC.
                      Any failure by FSWC to charge any Account or assets of
                      ALEX held by FSWC shall not act as a waiver of FSWC's
                      right to demand payment of, or to thereafter charge ALEX'S
                      Accounts for, the full amount due at any time. In
                      addition, FSWC may establish on its books an "error
                      account" for the account and risk of ALEX, upon terms and
                      conditions

<PAGE>

                      which are consistent with custom and practice in the
                      securities industry. The negative balance in such error
                      account, if any, may at any time be charged by FSWC in its
                      sole discretion, to ALEX and FSWC may include such amount
                      in the settlement statement from time to time.

         (c)          TRAINING EXPENSES. FSWC may provide on-site training or
                      other assistance which it deems necessary for the
                      effective use of the FSWC system. ALEX shall be
                      responsible for the prompt reimbursement of expenses upon
                      receipt of an invoice from FSWC, incurred in connection
                      with the training of ALEX personnel, including without
                      limitation, travel, lodging, meals, incidentals, and
                      amounts paid by FSWC to third parties under contracts to
                      perform such services. However, FSWC shall have no
                      obligation to provide such training or to supervise
                      personnel of ALEX.

9.       DEPOSIT

         (a)          Contemporaneously with the signing of this Agreement, ALEX
                      will deliver cash or securities to FSWC as specified in
                      Schedule A attached, for deposit in an account maintained
                      by FSWC (the "Deposit Account"). If at any subsequent time
                      FSWC, in its sole discretion, requires an additional
                      deposit, ALEX will deposit additional cash or securities
                      in an amount specified by FSWC. Instead of making such
                      additional deposit, ALEX may reduce ALEX'S business volume
                      or modify the nature of the securities involved in the
                      ALEX'S transactions ("business mix") as specified by FSWC.
                      Any failure by FSWC to demand compliance with the
                      requirement that ALEX either deposit additional amounts or
                      modify ALEX'S business mix shall not act as a waiver of
                      FSWC's right to demand compliance with such requirements
                      at any time. If the Deposit Account is not adequately
                      funded as required by FSWC, FSWC may, in addition to all
                      other rights under this Agreement, transfer cash or
                      securities of ALEX held by FSWC in any other account to
                      the Deposit Account. If ALEX fails to comply with a
                      request by FSWC for an additional deposit, and FSWC does
                      not transfer other cash or securities of ALEX to the
                      Deposit Account, resulting in ALEX thereby electing to
                      reduce its business or to modify its business mix, ALEX
                      agrees that if FSWC determines it to be necessary, FSWC
                      shall accept only liquidating, transactions for Customer
                      Accounts and that ALEX WILL give notice of such fact to
                      Customers. If such notice is not given by ALEX to
                      Customers in a timely manner, ALEX agrees that FSWC may
                      give such notice to Customers. In addition to any and all
                      other rights afforded at law, in equity, under any
                      customer account agreement, under this Agreement, or
                      otherwise, FSWC shall have the unlimited right to set-off
                      any and all indebtedness or other obligations of ALEX to
                      FSWC, whether arising under this Agreement, from debit
                      balances in ALEX or Customer Accounts, or otherwise,
                      against all or any portion of the Deposit Account. ALEX
                      agrees that, if cash in the Deposit Account is
                      insufficient to satisfy the indebtedness of ALEX to FSWC,
                      or if this Agreement is terminated for any reason, FSWC
                      shall have the right to liquidate securities deposited in
                      the Deposit Account or maintained in any other ALEX
                      Account, without notice to ALEX, and to set off against
                      the cash proceeds from such liquidation any and all
                      indebtedness or other obligations of ALEX to FSWC.

         (b)          The cash and securities in the Deposit Account may be held
                      by FSWC for a period of time (the "Post-Termination
                      Retention Period") subsequent to the Termination Date of
                      this Agreement as may be necessary, as determined in the
                      sole discretion of FSWC, for the protection of FSWC from
                      and against any claims or proceedings, either pending or
                      threatened, and relating to the obligations of ALEX under
                      the terms of this Agreement. In particular, the Deposit
                      Account may continue to be held by FSWC pursuant to the
                      terms and provisions of Section 10(c) of this Agreement.
                      It is understood and agreed that the Post-Termination
                      Retention Period shall not be less than thirty (30) days.
                      Upon conclusion of the Post-Termination Retention Period,
                      FSWC shall remit, pay and deliver such cash and securities
                      as shall remain in the Deposit Account to ALEX.

10.      INDEMNIFICATION

         (a)          INDEMNITY. ALEX agrees to indemnify and hold harmless
                      FSWC, each person who controls FSWC within the meaning of
                      the Act and any other of the directors, officers,
                      employees, agents and attorneys of FSWC ("FSWC Indemnified
                      Persons") from and against all claims, demands,
                      proceedings, suits and actions and all liabilities,
                      losses, expenses and costs (including any legal and
                      accounting fees and expenses) relating to FSWC's defense
                      of any failure, for any reason, fraudulent or otherwise,
                      by ALEX or ALEX's employees or Customers to comply with
                      any obligation under this agreement or any other agreement
                      executed and


<PAGE>

                      delivered to FSWC in connection with FSWC's performance of
                      services hereunder, and any act or failure to act by FSWC
                      Indemnified Persons, except any act or failure to act
                      which is the result of gross negligence or willful
                      misconduct on the part of any such FSWC Indemnified
                      Person. It is expressly agreed and understood that ALEX
                      accepts full responsibility and liability for any act or
                      failure to act by, if applicable, an independent agent or
                      independent contractor used by ALEX in providing the
                      services contemplated hereunder. Without limiting the
                      generality of the foregoing, such failure is explicitly
                      intended by the parties to include failure resulting from
                      (i) suspension of trading or bankruptcy or insolvency of
                      any company, Securities of which are held in one or more
                      Accounts; (ii) failure by any Customer or ALEX to maintain
                      adequate margin; or (iii) breach of any obligation
                      existing between ALEX and a customer of ALEX or any law,
                      rule or regulation of the United States, a state or
                      territory thereof, the SEC, the Federal Reserve Board or
                      other authority, including but not limited to the CBOE,
                      NYSE, OCC, GSCC, NASD, MSRB, DTC, NSCC or any Transfer
                      Agent, applicable to any transaction contemplated by this
                      Agreement.

                      FSWC shall indemnify and hold ALEX harmless against any
                      losses, claims, damages, liabilities or expenses,
                      including without limitation, those asserted by its
                      customers (which shall include, but not be limited to,
                      all costs of defense and investigation and all attorney's
                      fees) to which ALEX may become subject, insofar as such
                      losses, claims, damages, liabilities or expenses arise out
                      of, or are based upon the gross negligence or willful
                      misconduct of FSWC or its employees in providing the
                      services contemplated hereunder.

                      Promptly after receipt by any indemnified party under this
                      Section of notice of the commencement of any action, such
                      indemnified party will, if a claim in respect thereof is
                      to be made against the indemnifying party under this
                      Section, notify the indemnifying party of the commencement
                      thereof, but the omission so to notify the indemnifying
                      party will not relieve it from any liability that it may
                      have to any indemnified party under this Section or
                      otherwise.

                      In case any such action is brought against any indemnified
                      party, and the indemnifying party receives notice of the
                      commencement thereof, the indemnifying party will be
                      entitled to participate in the defense thereof with
                      counsel reasonably satisfactory to such indemnified party.
                      Regardless of whether the indemnifying party elects to
                      participate in the defense, the indemnified party shall
                      have the right to employ separate counsel in any, such
                      action and to direct and control the defense thereof, and
                      all fees and expenses of such counsel shall be the
                      responsibility of the indemnifying party.

         (b)          Security, Interest and Authorization to Offset. In order
                      to secure the prompt payment when due of all indebtedness
                      of any kind or character of ALEX to FSWC, whether arising
                      under this Agreement, any Account agreement, by operation
                      of law, or otherwise, now existing or hereafter arising
                      including without limitation, (i) any cost or expense
                      resulting from failures to deliver or failures to receive
                      securities, (ii) the amount of any unsecured debit
                      balances in any Customer or ALEX Account which may exist
                      at any time, and (iii) as and when incurred by FSWC, all
                      amounts as to which FSWC shall be entitled to
                      indemnification pursuant to the provisions of Section
                      10(a) (the "Obligation"), ALEX hereby grants to FSWC a
                      first priority lien and security interest in and to any
                      ALEX Account (including Proprietary Accounts) maintained
                      by FSWC and any other assets of any kind of ALEX now or
                      hereafter held by FSWC. In addition to any and all other
                      rights and remedies to which FSWC may be entitled under
                      this Agreement or applicable law, upon the occurrence of a
                      default in the payment of any portion of the Obligation as
                      and when same becomes due, or following demand therefor by
                      FSWC, FSWC may satisfy the payment of the Obligation, in
                      whole or in part, by offsetting against any cash positions
                      in such Account without prior notice thereof to ALEX. In
                      this regard, FSWC shall have complete discretion to
                      liquidate or sell any securities or other assets of ALEX
                      from time to time held by FSWC, without notice to ALEX,
                      and to offset against the proceeds of such sale(s) all or
                      any part of the Obligation. No delay in proceeding against
                      any ALEX Account or asset shall operate as a waiver of
                      FSWC's right to do so at any future time as and when FSWC
                      deems appropriate. In addition, FSWC shall have the
                      unlimited right to set-off any part of the Obligation
                      against any obligations of FSWC to ALEX, including under
                      the Deposit Account (as described in Section 9).

                      ALEX hereby constitutes and appoints FSWC as its lawful
                      attorney-in-fact and grants to FSWC a power of attorney
                      with full power and authority, in the name, place, and
                      stead of ALEX, to exercise, do, or perform any act in
                      connection with, arising out of, or relating to the
                      exercise of any offset rights granted herein and the


<PAGE>

                      right to liquidate securities held by FSWC. This power of
                      attorney further authorizes FSWC to sign, endorse,
                      execute, acknowledge, deliver, receive, and possess all
                      such notices, filings, agreements, covenants, conveyances,
                      receipts and other documents or instruments in writing of
                      whatever kind and nature as may be necessary or proper in
                      the exercise of the rights and powers herein granted.

         (c)          RESERVES. In connection with any claim that does or could
                      give rise to a claim for indemnification under this
                      Section 10 for FSWC or an FSWC Indemnified Person, FSWC
                      may, in its discretion, in addition to any and all other
                      rights and remedies under this Agreement, reserve and
                      retain any money, securities or other property of ALEX
                      pending a determination of such claim. The money,
                      securities or other property of ALEX set aside in such a
                      reserve shall be subject to FSWC's standard lien and
                      security interest described in Section 10(b) above.

11.      UNDERTAKINGS OF ALEX

         (a)          FINANCIAL STATEMENTS AND OTHER REPORTS. As soon as same
                      become available, but in any event within 90 days after
                      the end of each fiscal year of ALEX during the term
                      hereof, ALEX WILL furnish to FSWC copies of ALEX'S balance
                      sheet and statement of earnings for such fiscal year. Each
                      such balance sheet and statement of earnings shall be
                      certified by independent public accountants. ALEX also
                      shall furnish FSWC with copies of its monthly and
                      quarterly Focus filings simultaneously with the filing
                      thereof.

         (b)          OTHER CLEARING SERVICES. During the term of this
                      Agreement, ALEX not will offer the services contemplated
                      hereunder to its Customers through a broker other than
                      FSWC without prior written approval by FSWC.

         (c)          SUSPENSION OR RESTRICTION. In the event that ALEX or any
                      employee of ALEX shall become subject to suspension or
                      restriction by any regulatory body having jurisdiction
                      over ALEX and ALEX'S securities business, ALEX WILL notify
                      FSWC immediately and ALEX authorizes FSWC to take such
                      steps as may be necessary for FSWC to maintain compliance
                      with the rules and regulations to which FSWC is subject.
                      ALEX further authorizes FSWC, in such event, to comply
                      with directives or demands made upon FSWC by any exchange
                      or regulatory body. In connection with such directives or
                      demands, FSWC may seek advice or legal counsel and ALEX
                      will reimburse FSWC for reasonable fees and expenses of
                      such counsel.

         (d)          NO LIENS OR ENCUMBRANCES. During the term of this
                      Agreement. and for so long thereafter as FSWC shall
                      maintain any Proprietary Account(s) for ALEX or hold any
                      cash or securities pursuant to the deposit arrangement
                      specified in Paragraph 9 hereof ("Deposit"), ALEX WILL
                      not, directly or indirectly, without the prior written
                      consent of FSWC, (i) create, incur, or suffer or permit to
                      be created or incurred or to exist any lien, security
                      interest or other encumbrance upon or against any of the
                      Proprietary Account(s) or the Deposit, other than the
                      liens, security interests and other rights held by FSWC as
                      provided for herein, or (ii) except for routine trading
                      activity conducted in the ordinary course of the brokerage
                      business of ALEX, transfer, assign or otherwise convey all
                      or any portion of the Proprietary Account(s) or the
                      Deposit to any other person or entity.

         (e)          UNDERWRITINGS; POWER OF ATTORNEY. During the term of this
                      Agreement and for so long thereafter as ALEX may be
                      indebted to FSWC under the further terms of this
                      Agreement, ALEX will not, without the prior written
                      consent of FSWC, engage or participate in the underwriting
                      of any securities offering. In the event ALEX shall
                      hereafter engage or participate in the underwriting of any
                      securities offering, ALEX hereby constitutes and appoints
                      FSWC as its lawful attorney-in-fact and grants to FSWC a
                      power of attorney with full power and authority, in the
                      name, place, and stead of ALEX, to exercise, do, or
                      perform any act, right, power, duty, or obligation
                      whatsoever that ALEX now has or may acquire the legal
                      right, power, or capacity to exercise, do, or perform in
                      connection with, arising out of, or relating to the
                      exercise of any overallotment rights or privileges held by
                      ALEX in connection with such underwriting or ALEX'S
                      participation therein. This power of attorney further
                      authorizes FSWC to sign, endorse, execute, acknowledge,
                      deliver, receive, and possess all such contracts,
                      agreements, options, covenants, conveyances, receipts and
                      other documents or instruments in writing of whatever kind
                      and nature as may be necessary or proper in the exercise
                      of the rights and powers herein granted. This power of
                      attorney shall be conclusive proof that the rights,
                      powers, and authority granted to FSWC are in full force
                      and effect and may be relied upon by any person who acts
                      in


<PAGE>

                      good faith under this power of attorney.

         (f)          Regulatory, Investigations. ALEX will cooperate with FSWC
                      in any investigation which FSWC shall undertake with the
                      NASD, the SEC and any other regulatory body regarding the
                      history, qualifications, disciplinary actions, sanctions,
                      investigations and similar matters regarding ALEX and/or
                      any of its registered representatives. Specifically, ALEX
                      agrees to cause, or use its best efforts to cause, each
                      registered representative of ALEX to execute and deliver
                      such consents, approvals and authorizations regarding such
                      regulatory bodies as may be necessary in order for FSWC to
                      complete its investigation.

         (g)          NET CAPITAL REQUIREMENTS. ALEX shall at all times maintain
                      net capital levels which are in compliance with all
                      applicable rules and regulations of the SEC, including
                      without limitation SEC Rule 15c3-1, and other rules and
                      regulations of any other regulatory body having
                      jurisdiction with respect thereto. FSWC shall have no
                      obligation to determine the net capital position of ALEX
                      or whether or not such is in compliance with applicable
                      net capital rules; all responsibility for such
                      determinations shall rest with ALEX and ALEX shall notify
                      FSWC of any change in its net capital position which
                      effects its regulatory status in any manner, such notice
                      to be provided verbally to FSWC within 24 hours after the
                      determination of such change, to be followed by written
                      notification within 3 business days.

         (h)          MERGER, CONSOLIDATION, ETC. In the event ALEX shall
                      initiate, solicit, conduct, or negotiate with respect to,
                      any merger, consolidation, acquisition, sale of
                      substantially all of its assets, or other business
                      combination of ALEX by, with or through any other entity,
                      ALEX shall provide verbal notice thereof to FSWC within 24
                      hours of the initiation of discussions with respect to any
                      such transaction, to be followed by written notification
                      within 3 business days. During the term of this Agreement.
                      ALEX will not, without the prior written consent of FSWC,
                      consummate any such merger, consolidation, acquisition,
                      sale or other combination.

         (i)          PRODUCING DOCUMENTS AND PROVIDING TESTIMONY. ALEX shall
                      reimburse FSWC immediately upon request for any and all
                      costs incurred by FSWC in responding to any document
                      request, subpoena or similar demand or order (any such
                      being herein referred to as a "Demand") issued in
                      connection with any investigation, court proceeding,
                      arbitration, regulatory inquiry or otherwise, regarding
                      any of the business or activities of ALEX, its employees,
                      principals, agents or customers. Such costs shall include,
                      without limitation, all costs and expenses associated with
                      travel, food and lodging incurred in personal appearances
                      by personnel or attorneys of FSWC in response to a Demand,
                      reasonable compensation for time expended by personnel and
                      attorneys of FSWC (including, without limitation,
                      compensation for the services of counsel employed on a
                      full-time basis by FSWC) in responding to a Demand,
                      copying costs, communications costs, mailing and delivery
                      expenses and computer structuring fees.

12.      TERMINATION OF AGREEMENT: TRANSFER OF ACCOUNTS

         (a)          Effectiveness. Unless earlier terminated as provided
                      herein, this Agreement shall remain in force for an
                      initial term of three years from the effective date
                      hereof, subject to any required approval by the NASD. At
                      any time during the forty-five (45) day period immediately
                      preceding the conclusion of the initial three-year term
                      (the "Notice Period"), either party may terminate this
                      Agreement by giving forty-five (45) days prior written
                      notice to the other party. In the event no written notice
                      of termination is given During the Notice Period, this
                      Agreement shall automatically be renewed for an
                      additional one-year period and may continue to be renewed
                      for subsequent one-year periods until terminated as
                      provided herein.

         (b)          TERMINATION BY FSWC. Notwithstanding Section 12(a), FSWC
                      may terminate this Agreement at any time by giving
                      forty-five (45) days prior written notice and may
                      terminate at any time on twenty-four (24) hours written
                      notice to ALEX in the event that ALEX:

                      (i)      fails to comply with the terms of this Agreement
                               and upon notification by FSWC fails to begin
                               compliance within 10 days from said notification;
                               or

                      (ii)     is enjoined, prohibited or suspended, as a result
                               of an administrative or judicial proceeding, from


<PAGE>

                               engaging in securities business activities
                               constituting all or portions of ALEX'S securities
                               business, which injunction, prohibition or
                               suspension, in FSWC's judgment, makes
                               impracticable the fully disclosed clearing
                               relationship established in this Agreement.

         (c)          AUTOMATIC TERMINATION. In addition to any other provisions
                      for termination herein, this Agreement shall terminate
                      immediately in the event that:

                      (i)      Either ALEX or FSWC is no longer registered as a
                               broker/dealer with the SEC; or

                      (ii)     Either ALEX OR FSWC is no longer a member in good
                               standing of the NASD; or

                      (iii)    ALEX ceases to operate as a Broker/Dealer; or

                      (iv)     FSWC is suspended by any national securities
                               exchange of which FSWC is a member for failure to
                               comply with the rules and regulations thereof; or

                      (v)      FSWC ceases to operate a Correspondent Clearing
                               Operation/Division; or

                      (vi)     ALEX or any Guarantor hereof shall make a general
                               assignment for the benefit of creditors or shall
                               petition or apply to any tribunal for the
                               appointment of a trustee, custodian, receiver or
                               liquidator of all or any substantial part of its
                               business, estate or assets or shall commence any
                               proceeding under any debtor relief laws of any
                               jurisdiction; or any Such petition or application
                               shall be filed or any such proceeding shall be
                               commenced against ALEX or any Guarantor, and ALEX
                               or such Guarantor by any act or omission shall
                               indicate approval thereof, consent thereto or
                               acquiescence therein; or an order shall be
                               entered appointing a trustee, custodian, receiver
                               or liquidator of all or any substantial part of
                               the assets of ALEX and/or such Guarantor or
                               granting relief to ALEX and/or such Guarantor or
                               approving the petition in any Such proceeding,
                               and such order shall remain in effect for more
                               than thirty (30) days. As used herein, the term
                               "debtor relief laws" shall mean any applicable
                               liquidation, conservatorship, bankruptcy,
                               moratorium, rearrangement, insolvency,
                               reorganization or similar laws affecting the
                               rights or remedies of creditors generally as in
                               effect from time to time.

         (d)          CONVERSION OF ACCOUNTS. In the event that this Agreement
                      is terminated for any reason, it shall be ALEX'S
                      responsibility to arrange for the conversion of ALEX and
                      Customer Accounts to another clearing broker. ALEX will
                      give FSWC notice (the "Conversion Notice") of:

                      (i)      the name of the broker that will assume
                               responsibility for clearing services for
                               Customers and ALEX;

                      (ii)     the date on which such broker will commence
                               providing such services;

                      (iii)    ALEX'S undertaking, in form and substance
                               satisfactory to FSWC, that ALEX'S agreement with
                               such broker provides that such broker will accept
                               on conversion all ALEX and Customer Accounts,
                               then maintained by FSWC; and

                      (iv)     the name of an individual within that
                               organization who may be contacted by FSWC to
                               coordinate the conversion. The Conversion Notice
                               shall accompany ALEX'S notice of termination
                               GIVEN pursuant to Section 12(a) or within thirty
                               (30) days of the occurrence of an event specified
                               in Section 12(c) or a termination by FSWC.

FSWC shall not be responsible for transfers not within the normal capabilities
of its data processing and operational systems or for delays necessary to avoid
disruption of its normal operations.

If ALEX fails to provide the Conversion Notice to FSWC within the time
prescribed, FSWC may give to Customers of ALEX such notice as FSWC deems
appropriate of the termination of this Agreement and may make such arrangements
with the Customers as FSWC deems appropriate for transfer or delivery of
Customer and ALEX Accounts.

ALEX will pay to FSWC a termination fee equal to the greater of (i) the actual
costs and expenses incurred by FSWC in


<PAGE>

discontinuing the clearing arrangement hereunder and transferring the Accounts
pursuant to the request of ALEX (ii) $ 10,000. Said termination fee shall be
paid within 10 days after ALEX'S receipt of FSWC's statement setting forth in
reasonable detail the costs and expenses incurred by FSWC. FSWC's determination
of the costs and expenses relating to the discontinuance of the clearing
arrangement hereunder and the transferring of the Accounts shall be conclusive
and binding on the parties hereto, absent a showing of manifest error. The
obligation of ALEX to pay the termination fee as specified herein shall be and
become a part of the Obligation and, if not paid when due, shall become subject
to FSWC's rights of offset as provided under the terms of this Agreement.

         (e)          SURVIVAL. Termination of this Agreement shall not affect
                      FSWC's rights or liabilities relating to business
                      transacted prior to the effective date of such
                      termination. From the date of termination until transfer
                      or delivery of all Customer and ALEX Accounts, FSWC's
                      rights and liabilities relating to business transacted
                      after such termination shall be Governed by the same terms
                      as those set forth in this Agreement. In addition, the
                      terms and provisions of Sections 8, 9, 10, 12(d), 13,
                      16,17, 18, and Subsections (g), (l), (m), and (o) of
                      Section 19 of this Agreement shall not be affected by any
                      termination hereof, and such terms and provisions shall
                      survive any such termination and shall remain in full
                      force and effect without modification.

         (f)          No Obligation to Release. FSWC shall not be required to
                      release to ALEX any securities or cash held by FSWC for
                      ALEX in one or more ALEX Accounts until (i) any amounts
                      owing to FSWC pursuant to the provisions of this Agreement
                      are paid; (ii) ALEX'S outstanding obligations hereunder to
                      FSWC are determined, including determination of any
                      disputed amounts, and satisfied; and (iii) any Property of
                      FSWC in the possession of ALEX is returned to FSWC.

         (g)          EFFECT OF TERMINATION UNDER CERTAIN CIRCUMSTANCES. In the
                      event this Agreement is terminated (A) by FSWC pursuant
                      to the provisions of Subsections 12(b)(i) or 12(b)(ii), or
                      (B) automatically under Subsections 12(c)(i), 12(c)(ii),
                      12(c)(iii) and/or 12(c)(vi) by reason of ALEX being no
                      longer registered as a broker/dealer, no longer a member
                      in good standing of the NASD, ceasing to operate as a
                      broker/dealer and/or becoming subject to debtor relief
                      laws, then in any Such event, the obligations of ALEX to
                      make the minimum monthly fee payments for each of the
                      months remaining on the term of this Agreement, as
                      provided in Schedule A attached hereto, shall be
                      accelerated and automatically become immediately due and
                      payable without further action of any kind or character
                      whatsoever by FSWC. In determining the amount which shall
                      become immediately due and payable pursuant to the
                      preceding sentence, the minimum monthly fee payment shall
                      be multiplied by the number of months remaining for the
                      contractually expressed term of this Agreement as same was
                      in effect immediately prior to the date of termination.
                      The amount so determined and accelerated shall become
                      immediately subject to the right of set-off by FSWC as
                      against the Deposit Account, any other Accounts of ALEX
                      and/or any obligations of FSWC to ALEX.

13.      CONFIDENTIALITY AND CONFIDENTIAL NATURE OF DOCUMENTS

         FSWC will hold the names and addresses of ALEX'S Customers in
confidence and will not disclose them to any third parties, except to the
extent necessary to comply with court process, judicial orders, investigative
process and administrative requests from the SEC, NASD or other regulatory
body having jurisdiction, or any applicable laws, rules or regulations. FSWC
will not use such information for any purposes not contemplated within this
Agreement.

         ALEX acknowledges that the services offered by FSWC under this
Agreement, including the systems, software, procedures, facilities, and staff
are proprietary, and represent valuable assets of FSWC. Accordingly, ALEX agrees
that it will not make use of such services for any purposes not specifically
contemplated within this Agreement, nor will it disclose to any third parties
the terms of this Agreement or the assets of FSWC, except to its employees on a
need-to-know basis and except to the extent necessary to comply with court
process, judicial orders or any applicable laws, rules or regulations.

14.      EMPLOYEES

         Without FSWC's prior written consent, ALEX WILL not solicit, or engage
in negotiations with, any person who is, or within the preceding 12 months has
been, employed by FSWC for the purpose of inducing such person to become
employed or otherwise associated with ALEX. In the event ALEX does hire said
person, or such person otherwise becomes associated with ALEX, then ALEX shall
pay to FSWC the sum of $10,000.00 as liquidated damages for the loss sustained
or to be sustained by FSWC in connection therewith, such payment to be made no
later than thirty (30) days after said employee becomes employed or associated
with ALEX.

15.       CUSTOMER COMPLAINT PROCEDURES
<PAGE>

         ALEX WILL be responsible for the handling of all Customer complaints.
FSWC AGREES to furnish promptly any written customer complaint received by FSWC
regarding ALEX or its associated persons relating to functions and
responsibilities allocated to ALEX pursuant to this Agreement directly to: (i)
ALEX, and (ii) the NASD as the designated examining authority of ALEX. FSWC
shall notify the customer submitting the complaint, in writing, that it has
received the complaint and that the complaint has been furnished to ALEX and to
the NASD as the designated examining authority of ALEX. ALEX specifically
authorizes and directs FSWC to furnish such written complaints and provide such
notices in the manner set forth in the two preceding sentences. If any complaint
received by ALEX IS based upon an ALLEGED act or failure to act by FSWC, ALEX
WILL notify FSWC promptly of such complaint and the basis therefor. ALEX WILL
consult with FSWC regarding such complaint and the parties will cooperate in
determining the validity of such complaint and the appropriate action to be
taken. However, FSWC shall, at all times, be free to take such actions with
regard to any such complaint as it deems necessary or appropriate to protect
and preserve the interests of FSWC.

16.      REMEDIES CUMULATIVE

         The enumeration herein of specific remedies shall not be exclusive of
any other remedies. Any delay or failure by any party to 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, nor to limit the
exercise of such right, power, remedy or privilege, nor shall it preclude the
further exercise thereof or the exercise of any other right, power, remedy or
privilege.

17.      GUARANTEE

         The corporation or individual(s) who guarantee the obligations of
ALEX under this Agreement by executing the signature lines designated for
such purpose at the end of this Agreement (the "Guarantor(s)"), in
consideration of FSWC's entering into the Agreement, do(es) hereby personally
guarantee(s) (jointly and severally, if more than one) the performance by
ALEX of the provisions of this Agreement (including without limitation the
indemnification provisions of Section 10) and shall promptly pay any amount
that is not paid by ALEX to FSWC under the Agreement. This is an absolute,
unconditional and unlimited guarantee of payment and may be proceeded upon by
FSWC or an FSWC Indemnified Person before filing any action against ALEX or
after any action against ALEX has been commenced. Guarantor(s) grants to FSWC
a first lien and security interest on any and all money and securities of a
Guarantor(s) held at any time by FSWC. FSWC shall have the unlimited right to
set-off any amounts owed to it by Guarantor(s) against any obligation of FSWC
to Guarantor(s). FSWC also shall have the absolute and unlimited right to
sell, transfer, or liquidate any of the assets in any of Guarantor(s)'
accounts with FSWC for any amounts owed to it by ALEX or Guarantor(s). The
obligations of the Guarantor(s) shall not be discharged or impaired or
otherwise affected by the failure of FSWC or an FSWC Indemnified Person to
assert, claim, demand or enforce any remedy under this Agreement, nor by
waiver, modification or amendment of this Agreement or any compromise,
settlement or discharge of obligations of ALEX under this Agreement, or any
release or impairment of any collateral by FSWC or an FSWC Indemnified Person.

18.      LIMIT ON LIABILITY; NO CONSEQUENTIAL DAMAGES

         In any action by ALEX against FSWC for any claim arising out of the
relationship created by this Agreement, FSWC shall only be liable to ALEX in
cases of gross negligence or willful misconduct, and in such cases FSWC shall
only be liable for the amount of actual monetary losses suffered by ALEX. ALEX
shall not, in any such action or proceeding, or otherwise, assert any claim, or
be or become entitled to any recovery, against FSWC for consequential damages on
account of any loss, cost, damage or expense which ALEX may suffer or incur
related to transactions in connection with this agreement or otherwise,
including, but not limited to, any lost opportunity claims.

19.      MISCELLANEOUS

         (a)          TAX REPORTING. FSWC shall be responsible for providing IRS
                      form 1099 and other information required to be reported by
                      federal, state or local tax laws, rules or regulations, to
                      Accounts solely with respect to events subsequent to the
                      effective date of this Agreement and for the mailing of
                      same.

         (b)          SCOPE OF SERVICES. FSWC shall limit its services pursuant
                      to the terms of this Agreement to those services expressly


<PAGE>

                      set forth herein and related thereto. FSWC shall perform
                      such services as agent for ALEX.

         (c)          MODIFICATION. This Agreement may be modified only by a
                      writing signed by both parties to this Agreement. Such
                      modification shall not be deemed as a cancellation of this
                      Agreement. Subject to the Conduct Rules of the NASD, this
                      agreement and all modifications may be required to be
                      submitted to the NASD for approval prior to effectiveness.
                      It is expressly understood that brokerage services cannot
                      be provided by ALEX under this Agreement until such
                      approval, if required, is received.

         (d)          ASSIGNMENT. 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 ALEX or FSWC. Any Assignment 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. No
                      assignment of this Agreement by ALEX shall be valid unless
                      FSWC consents to such an assignment in writing. Any
                      assignment by FSWC to any majority-owned subsidiary that
                      they may create or to an affiliated company controlling,
                      controlled directly or indirectly by, or under common
                      control with, FSWC will be deemed valid and enforceable in
                      the absence of any consent from ALEX. 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 relationship between ALEX and FSWC.

         (e)          ACCOUNT DOCUMENTATION. Applicable laws and regulations
                      require that FSWC must have proper documentation to
                      support any account opened on its books. If, after
                      reasonable requests therefor, the necessary documents to
                      enable FSWC to comply with such account documentation
                      requirements of the laws and regulations have not been
                      received by FSWC, ALEX shall receive notification that no
                      further orders will be accepted for the Account involved.
                      This Agreement is not in any way intended to limit the
                      responsibility of FSWC under the laws and regulations with
                      respect to Accounts.

         (f)          Governing Law. 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 governed by and construed in accordance with the
                      substantive laws of the state of Texas.

         (g)          ARBITRATION. In the event of a dispute between the parties
                      hereto, such dispute shall be settled by arbitration
                      before arbitrators sitting in Dallas, Texas in accordance
                      with the Code of Arbitration Procedures of the NASD, or
                      Such other codes of procedure of the NASD as may then be
                      in effect. The arbitrators may allocate attorneys' fees
                      and arbitration costs between the parties, and such award
                      shall be final and binding upon the parties and judgment
                      thereon may be entered in any court of competent
                      jurisdiction.

         (h)          Headings. The headings preceding the text, articles and
                      sections hereof have been inserted for convenience and
                      reference only and shall not affect the MEANING,
                      construction or effect of this Agreement.

         (i)          Entire Agreement. This Agreement represents the final and
                      entire agreement of the parties hereto with respect to the
                      subject matter hereof. This Agreement shall cover only the
                      types of services set forth herein and is in no way
                      intended, nor shall it be construed, to bestow upon ALEX
                      or FSWC any special treatment regarding any other
                      arrangements, agreements, or understandings that presently
                      exist between ALEX and FSWC or that may hereafter exist.
                      ALEX shall be under no obligation whatsoever to deal with
                      FSWC or any of its subsidiaries or any companies
                      controlled directly or indirectly by or affiliated with
                      FSWC, in any capacity other than as set forth in this
                      Agreement. Likewise, FSWC shall be under no obligation
                      whatsoever to deal with ALEX or any of its affiliates in
                      any capacity other than as set forth in this Agreement.

         (j)          Severability. 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 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.

         (k)          Force Majeure. The parties hereto shall be excused for
                      liability for non-performance of this Agreement arising
                      from any external event beyond any party's control,
                      whether or not foreseeable by either party, in the nature
                      of acts of war, civil uprising, imposition of martial law,
                      riots, acts of God, labor disturbances, trading
                      suspensions, general communications or transportation
                      failures, fire, earthquakes, and other similar events or
                      circumstances to those enumerated above.


<PAGE>

         (l)          INTERPLEADER. If FSWC receives conflicting claims from
                      ALEX, a Customer and/or other persons regarding money,
                      securities or other property held by FSWC, FSWC may, in
                      its discretion, tender such money, securities or other
                      property to a court of competent jurisdiction and
                      institute an action in interpleader or other appropriate
                      legal proceeding to determine the rights of the respective
                      claimants. FSWC shall have no liability to ALEX in
                      connection with any such action, and shall be entitled to
                      reimbursement for its costs and expenses in connection
                      with such action from ALEX.

         (m)          Notice. For the purposes of any and all notices, consents,
                      directions, approvals, restrictions, requests or other
                      communications required or permitted to be delivered
                      hereunder, FSWC's address shall be:

                      Attention:        Stephen M. Samberg
                                        First Southwest Company
                                        1700 Pacific Avenue, Suite 500
                                        Dallas, Texas 75201

                      and ALEX'S address shall be:

                               Richard Bach
                               Alexander Wescott & Co.
                               63 Wall Street; 21st Floor
                               New York, New York 10005-3001

Either party, may provide such notice or change its address for notice purposes
by giving written notice pursuant to registered or certified mail, return
receipt requested, of the new address to the other party.

         (n)          COUNTERPARTS: NASD APPROVAL. This Agreement may be
                      executed in one or more counterparts, all of which taken
                      together shall constitute a single agreement. When each
                      party hereto has executed and delivered to the other a
                      counterpart, this Agreement shall become binding on both
                      parties, subject only to any required approval by the
                      NASD. If required by the NASD, FSWC will submit this
                      Agreement to the NASD promptly following execution and
                      will notify ALEX, or cause ALEX to be notified, promptly
                      upon receipt of such approval.

         (o)          DISCLOSURE OF RELATIONSHIP WITH FSWC. ALEX shall not hold
                      itself out or represent to any third party, including
                      Customers, that it is affiliated with or is the agent of
                      FSWC. Notwithstanding the above, ALEX may specifically
                      represent that "customer accounts are cleared and carried
                      by FSWC."

20.      AGREEMENT REGARDING PROPRIETARY ACCOUNTS.

         In conformity with the SEC No-Action Letter dated November 3, 1998 (the
"No-Action Letter"), relating to the capital treatment of assets in the
proprietary accounts of an introducing broker ("PAIB"), ALEX and FSWC agree as
follows:

                 A.        FSWC shall perform a computation for PAIB assets
                           ("PAIB Reserve Computation") of ALEX in accordance
                           with the customer reserve computation set forth in
                           SEC Rule 15c3-3 ("customer reserve formula") with the
                           following modifications:

                           (i)       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;

                           (ii)      Note E(3) to Rule 15c3-3a which reduces
                                     debit balances by 1% tinder 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; and

                           (iii)     Neither Note E(1) to Rule 15c3-3a nor NYSE
                                     Interpretation /04 to Item 10 of Rule
                                     15c3-3a regarding securities concentration
                                     charges shall be applicable to the PAIB
                                     reserve computation.

                 B.        The PAIB reserve Computation shall include all
                           proprietary accounts of ALEX. All PAIB assets


<PAGE>

                           shall be kept separate and distinct from Customer
                           assets under the customer reserve formula in Rule
                           15c3-3. ALEX shall be responsible for identifying to
                           FSWC all proprietary accounts, whether now existing
                           or hereafter established or opened.

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

                 D.        FSWC shall establish and maintain a separate "Special
                           Reserve Account for the Exclusive Benefit 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.

                  E.       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.

                  F.       Within two business days of entering into this
                           Agreement, ALEX shall notify its designated examining
                           authority in writing (with copy to FSWC) that it has
                           entered into this Agreement regarding PAIB Reserve
                           Computation.

                  G.       Commissions receivable and other receivables of ALEX
                           from FSWC (excluding the Deposit) 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 ALEX and as
                           payables on the books of FSWC.

                  H.       Upon discovery that any deposit made to the PAIB
                           Reserve Account did not satisfy its deposit
                           requirement, ALEX SHALL by facsimile or telegram
                           immediately notify its designated examining authority
                           and the SEC. Unless a corrective plan is found
                           acceptable by the SEC and the designated examining
                           authority, FSWC shall provide written notification
                           within 5 business days of the date of discovery to
                           ALEX that PAIB assets held by FSWC shall not be
                           deemed allowable assets for net capital purposes. The
                           notification shall also state that, if ALEX 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 ALEX must transfer
                           its PAIB assets to another clearing broker, ALEX may
                           choose to keep its assets at FSWC.

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

21.               CASH FORCE VISA PROGRAM

                  From time to time during the term of this Agreement, FSWC
may be or become a party to a VISA Processing Agreement, or similar contract
(the "VISA Agreement") with a bank or other party (the "VISA Provider")
authorized to establish and offer participation in a VISA card program.
Pursuant to the VISA Agreement, if requested by ALEX, FSWC may, but shall not
be obligated to, provide eligible Customers with the ability to access
certain assets in their Accounts, through the use of VISA cards, VISA checks
and/or automatic teller machine (ATM) transactions which are part of the Cash
Force VISA Program (the "Program") maintained by FSWC. Pursuant to the
Program, if requested by ALEX, FSWC may, but shall not be obligated to,
recommend that the VISA Provider establish VISA accounts for those Customers
who are eligible to participate in

<PAGE>

the Program and who enter into appropriate Customer agreements and
documentation with FSWC and the VISA Provider.

                  In the event ALEX requests FSWC to offer participation in
the Program to ALEX'S eligible Customers and FSWC agrees to offer such
participation, then, as part of ALEX'S obligations under this Agreement, ALEX
agrees to fully cooperate with FSWC and/or the VISA Provider and to comply
promptly with all procedures applicable to operation of the

<PAGE>

Program as specified by FSWC and/or the VISA Provider, including, without
limitation, all procedures applicable to the operation of the Program with
respect to eligibility requirements, agreements, forms, materials, notifications
and disclosures, credit terms and conditions. Procedures specified by FSWC
and/or the VISA Provider with respect to the operation of the Program may be in
the form of a written procedures manual, guide or brochure, one or more
memoranda, contract provisions, or other written or oral instructions as amended
or in effect from time to time.

                  In consideration of the offering of participation in the
Program to eligible Customers, ALEX and FSWC agree that ALEX'S indemnification
and hold harmless obligations as set forth in this Agreement, including those
under Section 10 hereof, shall include and cover, without limitation, any and
all claims, liabilities, losses and costs incurred or suffered by FSWC resulting
from or in connection with the use of VISA cards or checks issued or provided to
Customers OF ALEX PARTICIPATING IN the Program, including, without limitation,
any claims, liabilities, losses and costs resulting from the unauthorized use of
the cards or checks.

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                      [ THE NEXT PAGE IS A SIGNATURE PAGE.]

                                       22



<PAGE>



MADE AND EXECUTED THIS 8th  DAY OF FEBRUARY 2000


FSWC:                                        FIRST SOUTHWEST COMPANY




                                    By:      /s/ Stephen M. Samberg
                                             -----------------------------------
                                             Stephen M. Samberg, Vice President
                                             1700 Pacific Avenue, Suite 500
                                             Dallas, Texas 75201



                                             ALEX WESCOTT & CO.
ALEX:                                        ________________________________
                                             [Name]

                                             --------------------------------
                                             [Type of Entity, i.e., corporation,
                                             partnership, etc.]


                                    By:      /s/  Richard Bach
                                             -----------------------------------
                            Print Name:      Richard Bach
                                             ------------
                                   Its:      ______________________________
                                             ______________________________
                                             [Address]

                                             ______________________________




<PAGE>



GUARANTEE: The undersigned, by execution in the spaces provided below, hereby
guarantee(s) the obligations of ALEX under the foregoing Fully Disclosed
Clearing Agreement as provided in Section 17 of such Agreement.

CORPORATE GUARANTOR:                       The Financial Commerce Network, Inc.
                                           [Name of Corporation]

                                    By:    /s/ Richard Bach
                                           ------------------------------
                                    Its:   ______________________________

                                           ------------------------------
                                           [Address]

                                           ------------------------------
                                           ------------------------------