AGREEMENT

         This agreement, made this __ day of _____________ (the "Agreement")
between Schroder & Co. Inc. a Delaware corporation ("Schroder" or the "Clearing
Firm"), and Shochet Securities (the "Introducing Firm").


                        W I T N E S S E T H   T H A T :


         WHEREAS, the Introducing Firm desires to avail itself of the clearing
services of Schroder as more fully set forth herein, and


         WHEREAS, Schroder desires to extend such clearing services to the
Introducing Firm;

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

I.       Services to be Performed by Schroder.

         A. Schroder will carry individually on its books on a fully disclosed
basis the securities accounts on behalf of the Introducing Firm's customers
whose accounts have been introduced by the Introducing Firm and are accepted by
Schroder and will similarly carry all of the Introducing Firm's firm accounts
(collectively the "Introduced Accounts") commencing with the trade date of
_________.
<PAGE>

         B. Schroder will prepare and mail to the Introduced Accounts
confirmations of purchases and sales of securities imprinted "Upon Instructions
of" the Introducing Firm and monthly statements of account (or quarterly
statements where appropriate due to inactivity) imprinted "In account with" the
Introducing Firm and bearing the name of Schroder and reflecting all
transactions reported to Schroder as having been executed by the Introducing
Firm for the Introduced Accounts pursuant to paragraph I.A. above.

         C. Schroder shall be responsible for establishing and implementing
procedures for the transmission or execution of orders for the Introduced
Accounts.

         D. Schroder will settle all transactions reported to it pursuant to
paragraph I.B. above and all related contracts.

         E. Schroder will perform all cashiering functions in connection with
transactions reported to it by the Introducing Firm for the Introduced Accounts
including, but not limited to, the receipt, transfer and delivery of securities
purchased, sold, borrowed and loaned, making and receiving payment therefore,
and if requested by the Introducing Firm, holding in custody and safekeeping all
securities and cash so received.

         F. Schroder will process warrants, exchange offers, rights offerings,
tender offers and redemptions for securities which are held by Schroder in the
same manner such offers and redemptions are processed for Schroder's own
accounts, or as mutually agreed between Schroder and the Introducing Firm.


                                      2
<PAGE>

         G. Schroder will forward all annual reports, proxy materials, proxies
and other reports with respect to securities which are held by Schroder in
accordance with applicable rules and regulations, to the extent such material is
provided on a timely basis to Lewco Securities Corp. by the applicable company.

         H. Schroder will accept and remit dividends and interest for securities
which are held by Schroder (or in its name of any subsidiary or nominee) for
Introduced Accounts.

         I. In accordance with the requirements of the Securities and Exchange
Commission ("SEC") and all the national securities exchanges and associations
having jurisdiction over such activities, Schroder will prepare, maintain and
preserve for the required periods books, records and documentation of all
transactions with respect to which it has performed clearance or cashiering
services for the Introduced Accounts. Provided, however, that Schroder shall not
be responsible for the filing of any regulatory reports required of the
Introducing Firm by the SEC, the National Association of Securities Dealers,
Inc. ("NASD"), or any national securities, commodities or other exchange, which
shall be the sole responsibility of the Introducing Firm.

         J. Schroder will maintain appropriate stock inventory records for
securities which are deposited with Schroder in connection with transactions
cleared by Schroder for the Introduced Accounts.

         K. Schroder will prepare and deliver to the Introducing Firm duplicate
confirmations and statements with respect to transactions cleared for the
Introduced Accounts and daily and monthly computer summaries of all transactions
cleared by Schroder for the Introduced Accounts on the same schedule as
comparable reports are prepared for Schroder's own accounts, or as mutually
agreed.

                                     3

<PAGE>

         L. Schroder will comply with all applicable rules and regulations
governing the handling of accounts for employees or officers of member
organizations and self-regulatory organizations including, but not limited to,
sending duplicate confirmations to the proper employer for all transactions
executed by or cleared through Schroder for all Introduced Accounts so
identified to Schroder.

         M. Schroder expressly disclaims any obligation to furnish investment
advice to any Introduced Account. The furnishing of investment advice is to be
the responsibility of the Introducing Firm or any third party investment adviser
who may be employed by the customer.

         N. For purposes of the Securities Investor Protection Act and the
Securities and Exchange Commission's financial responsibility rules, Introduced
Accounts are accounts of the Clearing Firm, and not the Introducing Firm.

II.      Charges.

         A. For the services to be performed by Schroder hereunder, the
Introducing Firm agrees to pay the charges listed on Exhibit 1 attached hereto
and made a part hereof.

         B. In the event that the Introducing Firm or any customer of the
Introducing Firm shall direct any securities transactions (other than those
referred to above) to Schroder during the term of this Agreement, Schroder may
either, as mutually agreed, (i) give appropriate recognition thereto by the
reduction of one or more amounts payable by the Introducing Firm to Schroder
hereunder or (ii) provide additional compensation to the Introducing Firm.


                                      4
<PAGE>

III.     Opening of Accounts.

         A. At the opening of each Introduced Account, the Introducing Firm
shall furnish Schroder with all customary information concerning its customer
which Schroder requests. At the time of the opening of an Introduced Account,
Schroder shall cause to be delivered to and solicit the return from the
customer, Customers' Agreements on Schroder's forms (or assignments, in form
satisfactory to Schroder, of existing agreements between the customer and the
Introducing Firm) and such other documents as Schroder shall deem necessary with
respect to the account. Schroder's failure to receive any of the above documents
required to be executed and returned shall not be deemed a waiver of the above
requirements. Schroder shall also inform the customer of the existence of this
Agreement pursuant to Rule 382(c) of the New York Stock Exchange. In addition,
on Schroder's request, the Introducing Firm shall furnish Schroder with any
other documents, letters and/or agreements which may be reasonably requested by
Schroder in connection with the opening, operating or maintaining of any
Introduced Account.


         B. The Introducing Firm and Schroder shall each have the right to
reject any account. Schroder shall have the right, in its sole discretion, to
reject any account accepted by the Introducing Firm which is then referred to
Schroder, and the right to terminate any account previously accepted by it. Any
such action will be discussed in advance with the Introducing Firm. Any account
previously accepted by Schroder may not be terminated by the Introducing Firm
except by written notice to Lewco Securities Corp., 2 Broadway, New York, NY
10004, on a form provided by Lewco Securities Corp. in order to permit the
closing of all open transactions.

                                      5
<PAGE>

IV.      Interest.

         Schroder will charge interest on debit balances of Introduced Accounts,
whether cash or margin, in accordance with Schroder's cash or margin account
agreement then in use, with Schroder's letter to customers regarding Credit
Charges and Margin Requirements and with Regulation T of the Board of Governors
of the Federal Reserve System and other applicable laws, rules and regulations.
Consistent with the foregoing, the Introduced Accounts shall be charged interest
at such rates as shall be mutually agreed by the parties hereto. Schroder shall
be responsible for compliance with Regulation T of the Federal Reserve Board and
New York Stock Exchange regulation, with respect to any margin accounts accepted
by it.

V.       Transactions and Margin.

         A. Schroder will advise the Introducing Firm promptly of initial and
maintenance margin deposits by Introduced Accounts required by law, rule or
regulation or in accordance with Schroder's Margin Account Agreement. The
Introducing Firm shall be responsible for assuring that any initial margin so
required is deposited on or before the settlement date for each margin
transaction and that full payment is made on the settlement date for each cash
transaction. In addition, the Introducing Firm will use its best efforts to
assist Schroder in obtaining the deposit of any maintenance margin so required.
The maintenance margin required by Schroder for the Introduced Accounts shall be
the same that Schroder requires of its own customers. This requirement, which
may be changed at any time in Schroder's sole discretion, shall initially be
35%.


                                       6
<PAGE>

         B. In the event any such deposit is not timely made, Schroder will
inform the Introducing Firm of such situation and discuss with the Introducing
Firm appropriate action; provided, however, that whenever Schroder deems action
appropriate pursuant to the applicable margin agreement, it may, after notice to
the Introducing Firm, exercise any and all rights granted to it under said
margin agreement.

         C. The Introducing Firm shall be responsible, and hereby agrees to
indemnify Schroder, for any loss or expense, including interest expense,
suffered by Schroder because of the failure of any Introduced Account, without
fault on the part of Schroder, after prior notice to such Introduced Account and
the Introducing Firm, (i) to pay for securities purchased for its account by
settlement date; (ii) to promptly deliver securities sold or otherwise disposed
of for such account in proper negotiable form; (iii) to deposit by settlement
date sufficient and adequate initial margin in connection with any margin
transactions; or (iv) to promptly deposit sufficient and adequate maintenance
margin upon Schroder's request to the Introducing Firm. The Introducing Firm
agrees to pay promptly any loss or expense as determined by Schroder under this
paragraph V.C., such determination shall be in a manner consistent with that
charged both internal Schroder departments and all other clearing firms.

         D. In the event any designated officer of the Introducing Firm requests
in writing that Schroder withhold contemplated actions to "sell out" or "buy in"
on Introduced Accounts for a specified period of time and Schroder complies in
full or in part with such request, the Introducing Firm agrees to reimburse
Schroder promptly for any loss or expenses (including but not limited to
interest on any such loss or expense) sustained by any total or partial
compliance with such request.

                                       7
<PAGE>

         E. Where the Introducing Firm designates the contra broker in any
transaction executed by Schroder on the Introducing Firm's instruction, the
Introducing Firm shall assume the risk of default by the contra broker and shall
indemnify Schroder for any loss or expense including loss or expense resulting
from failure or liquidation of the contra broker which latter loss or expense
shall be shared in the same ratio as commissions are shared hereunder. Schroder
shall similarly indemnify the Introducing Firm if Schroder designates the contra
broker on any transaction it executes.

VI.      Supervision.

         A. The Introducing Firm shall maintain an organized program of
supervision and compliance, consistent with the rules and regulations of the
SEC, the National Association of Securities Dealers, Inc., if applicable, and
any applicable national securities exchanges. Such program shall include, but
not be necessarily limited to, the following types of procedures:

         (i) Inquiry review, verification and approval of all new accounts for
the purpose of establishing the identity, capacity to contract, reputability,
financial condition, credit worthiness, investment objectives and needs of each
prospective client for whom it is proposed to open an Introduced Account (and,
if applicable, essential information concerning his agent).

         (ii) Review and approval of the basis for any suitability of all stock,
bond or option recommendations.

                                      8
<PAGE>

         (iii) Establish and implement procedures for the transmission and
execution of orders received by the Introducing Firm and from its customers or
initiated by the Introducing Firm pursuant to discretionary authority or power
of attorney.

         (iv) Screen all orders transmitted and all transactions reported by the
Introducing Firm to Schroder prior to execution and all transactions prior to
settlement.

         (v) Review of all daily transactions and monthly account statements on
a timely basis.

         (vi) Review and approval of all restricted or insider securities
transactions, with prior notification of such transactions to and clearance by
the Compliance Department of Schroder and such other persons as shall, from time
to time, be designated by Schroder.

         (vii) Review and approval of all discretionary account trading
authorizations and all discretionary transactions.

         (viii) Review and approval of all customer purchases of new and
secondary issues.

         (ix) Registration of the Introducing Firm as a broker/dealer and of its
sales personnel in all states in which the Introducing Firm conducts business
and such registration is required.

                                      9
<PAGE>

         B. The Introducing Firm represents that one or more of its officers has
been designated as having supervisory responsibility for all of the Introduced
Accounts and that the Introducing Firm has established, and will implement on a
continuous basis, written supervisory procedures to assure that all transactions
cleared by Schroder for Introduced Accounts are in compliance with applicable
Federal and state securities laws and the rules and regulations of the NASD and
applicable exchanges.

         C. The Introducing Firm further represents that it is in compliance
with the applicable net capital requirements of the SEC, the NASD, if
applicable, and any applicable securities exchanges and that it will provide to
persons designated by Schroder copies of each Statement of Financial Condition
contained in a Financial and Operational Uniform Single ("FOCUS") Report filed
by the Introducing Firm with the SEC, and any other applicable regulatory
authority simultaneous with the filing thereof.

         D. The Introducing Firm shall be responsible, and hereby agrees to
indemnify Schroder, for any loss, liability, damage and expense, including
reasonable fees and expenses of legal counsel, which Schroder may incur or
sustain because of the failure of the Introducing Firm or any of its officers to
perform the supervision provided in this paragraph VI.

                                       10

<PAGE>

VII.     Payment.

         A. Payment for services hereunder, and reimbursement to the Introducing
Firm for commissions received on its behalf by Schroder shall be made in the
following manner:

         (i) On the 15th day of each month (or the next business day if the 15th
day is not a business day) the Introducing Firm shall be paid 90% of the net
amount due it hereunder for transactions settled through the end of the last
complete calendar week ending prior to such 15th day:

         (ii) On the last business day of each month the Introducing Firm shall
be paid 90% of the net amount due it hereunder for transactions settled through
the end of the last complete calendar week ending prior to such last business
day (less any amounts paid pursuant to paragraph (i) immediately above); and

         (iii) On the 15th day of each month (or the next business day if such
15th day is not a business day) the Introducing Firm shall be paid the net
balance due it for all transactions settled through the last business day of the
preceding calendar month and not previously paid to it pursuant to paragraphs
(i) and (ii) immediately above.

         B. Schroder shall deliver to the Introducing Firm a monthly
reconciliation summarizing the calculation of such amounts on the 15th of each
month during the term hereof.

         C. All payments to be made by Schroder to the Introducing Firm
hereunder shall be by funds wired to the bank designated by the Introducing Firm
or by a transfer of funds to one or more accounts of the Introducing Firm at
Schroder.

                                      11
<PAGE>

VIII.    Errors, Controversies and Indemnities.

         A. Errors, misunderstandings or controversies, except those
specifically otherwise covered in this Agreement, with Introduced Accounts which
shall arise out of the acts or omissions of the Introducing Firm or its
employees when not at the direction of Schroder, without fault on the part of
Schroder, shall be the responsibility and liability of the Introducing Firm. In
the event, however, that by reason of such error, misunderstanding or
controversy, the Introducing Firm in its discretion deems it advisable to
commence an action or proceeding against an Introduced Account, the Introducing
Firm shall provide prior notice to Schroder of such commencement and shall
indemnify and hold the Clearing Firm harmless from any loss, liability, damage,
cost or expense (including but not limited to fees and expenses of legal
counsel) which the Clearing Firm may incur or sustain in connection therewith or
under any settlement thereof.

         B. Errors, misunderstandings or controversies, except those
specifically otherwise covered in this Agreement, with Introduced Accounts which
shall arise out of the acts or omissions of Schroder or its employees when not
at the direction of the Introducing Firm, without fault on the part of the
Introducing Firm, shall be the responsibility and liability of Schroder. In the
event, however, that by reason of such error, misunderstanding or controversy,
Schroder in its discretion deems it advisable to commence an action or
proceeding against an Introduced Account, Schroder shall provide prior notice to
the Introducing Firm of such commencement and shall indemnify and hold the
Introducing Firm harmless from any loss, liability, damage, cost or expense
(including, but not limited, to fees and expenses of legal counsel), which the
Introducing Firm may incur or sustain in connection therewith or under any
settlement thereof.

                                       12
<PAGE>

Schroder recognizes that it would be desirable to resolve any such errors,
misunderstandings or controversies without litigation, and, if possible, by
negotiation between Schroder and the Introducing Firm. To this end, Schroder
will give the Introducing Firm as much prior notice before commencing an action
or proceeding against an Introduced Account as Schroder deems consistent with
adequate protection of its interests.


         C. (i) Schroder shall have the right to take whatever action it deems
necessary to promptly effect a mitigaton of damages or mitigation of losses
arising out of a controversy or misunderstanding between Schroder and an
Introduced Account without obtaining the consent of the Introducing Firm,
provided such action shall be without prejudice to the rights of either party
hereunder. Schroder recognizes the Introducing Firm's desire to preclude
Schroder's direct contact with the client with respect to any such action
referred to above, without initially contacting the Introducing Firm whenever
such contact is possible, consistent with Schroder's protection of its
interests.

         (ii) If any error, controversy or misunderstanding shall result in the
bringing of an action or proceeding against the Introducing Firm or Schroder by
an Introduced Account, the party against whom such action or proceeding is
brought shall give written notice to the other party to this Agreement if a
claim is intended to be asserted against such other party with respect to any
loss, liability, damage or expense arising out of such action or proceeding, and
such other party shall be entitled to participate in the defense thereof at its
own expense.

                                      13
<PAGE>

         D. Schroder and the Introducing Firm each agrees to indemnify the other
and hold the other harmless from and against any loss, liability, damage, cost
or expense (including but not limited to reasonable fees and expenses of legal
counsel) arising out of or resulting from any failure by the indemnifying party
or any of its employees to carry out fully the duties and responsibilities
assigned to the indemnifying party herein or any breach of any representation or
warranty made herein by the indemnifying party.

         E. The indemnification provisions of this Agreement, including but not
limited to those in paragraphs V., VI., VIII.A., VIII.B., VIII.C. and VIII.D.
above shall remain operative and in full force and effect, regardless of the
termination of this Agreement, and shall survive any such termination.

IX.      Customer Complaints.

         Each of the Introducing Firm and Schroder shall notify the other of any
complaints and regulatory inquiries received. In the event, however, that by
reason of any such complaint or inquiry, either the Introducing Firm or Schroder
deems it advisable to settle the complaint, the settling party shall (provided
the non-settling party is without fault with respect thereto) indemnify and hold
the other harmless from any loss, liability, damage, cost or expense (including
but not limited to reasonable fees and expenses of legal counsel) which it may
incur or sustain in connection therewith or any settlement thereof.

                                       14
<PAGE>

X.       Representations and Warranties.


         A. The Introducing Firm represents and warrants as follows:

         (i)    The Introducing Firm is in compliance, and during the term of
this Agreement will remain in compliance with (a) the capital requirements of
the SEC, the NASD, if applicable, and all applicable Exchanges and (b) the
capital requirements of every state in which the Introducing Firm is licensed as
a broker/dealer.

         (ii)   The Introducing Firm will immediately notify Schroder should it
be in violation of the net capital rules and regulations of any regulatory or
self-regulatory organization to whose jurisdiction the Introducing Firm is
subject.

         (iii)  The Introducing Firm is a member in good standing of the NASD.
The Introducing Firm will promptly notify Schroder of any changes in its
exchange or association memberships or affiliations.

         (iv)   The Introducing Firm is and during the term of this Agreement
will remain duly registered or licensed and in good standing as a broker/dealer
under all applicable Federal and state laws, rules and regulations as well as
under the constitutions, rules and regulations of all applicable self-regulatory
organizations.

         (v)    The Introducing Firm shall keep confidential any information it
may acquire as a result of this Agreement regarding the business and affairs of
the Clearing Firm, which requirement shall survive the termination of this
Agreement.

                                      15
<PAGE>

B.       Schroder represents and warrants as follows:

         (i) Schroder is in compliance, and during the term of this Agreement
will remain in compliance with (a) the capital and financial reporting
requirements of every national securities exchange and national securities
brokers or dealers association of which it is a member, (b) the capital
requirements of the SEC, and (c) the capital requirements of every state in
which it is licensed as a broker/dealer.

         (ii) Schroder will immediately notify the Introducing Firm should it be
in violation of the net capital rules and regulations of any regulatory or
self-regulatory organization to whose jurisdiction Schroder is subject.

         (iii) Schroder is a member in good standing of the NYSE, the Chicago
Board Options Exchange and the Boston, Midwest and Philadelphia Stock Exchanges,
AMEX, and the NASD. Schroder will promptly notify the Introducing Firm of any
changes in its exchange memberships or affiliations.

         (iv) Schroder is and during the term of this Agreement will remain duly
registered or licensed and in good standing as a broker/dealer under all
applicable laws, rules and regulations as well as under the constitutions, rules
and regulations of all applicable self-regulatory organizations.

         (v) The names and addresses of the Introducing Firm's customers which
have or which may come to Schroder's attention in connection with the clearing
and related functions it has assumed under this Agreement are confidential and
shall not be utilized by Schroder except in connection with the functions
performed by Schroder pursuant to this Agreement.

                                      16
<PAGE>

        (vi) Schroder shall keep confidential any information it may acquire as
a result of this Agreement regarding the business, affairs and Introduced
Accounts (unless required by legal process) of the Introducing Firm which
requirement shall survive termination of this Agreement, and shall provide to
the Introducing Firm reasonable access to Schroder's records pertaining to the
Introduced Accounts.

XI.      Termination - Events of Default.

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

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

         (2) any representation or warranty made by either Schroder or the
Introducing Firm herein shall prove to be incorrect at any time in any material
respect; or

         (3) a receiver, liquidator or trustee of Schroder or the Introducing
Firm or any of the property of either, is appointed by court order and such
order remains in effect for more than 30 days; or Schroder or the Introducing
Firm is adjudicated bankrupt or insolvent; or any of the property of either is
sequestered by court order and such order remains in effect for more than 30
days; or a petition is filed against Schroder or the

                                       17
<PAGE>

Introducing Firm under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect, and is not dismissed within 30 days after
such filing; or

         (4) Schroder or the Introducing Firm files a petition in voluntary
bankruptcy or seeking relief under any provision of any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or hereafter in effect, or
consents to the filing of any petition against it under any such law; or

         (5) Schroder or the Introducing Firm makes an assignment for the
benefit of its creditors, or admits in writing its inability to pay its debts
generally as they become due, or consents to the appointment of a receiver,
trustee or liquidator of Schroder or the Introducing Firm or of all or any part
of its property.

         Upon the occurrence of any such Event of Default, the nondefaulting
party may, at its option, by written notice to the defaulting party declare that
this Agreement shall be thereby terminated and such termination shall be
effective as of the date such notice has been received by the defaulting party.
Upon the termination of this Agreement, whether pursuant to this paragraph XI.,
paragraph XIII. hereof or otherwise, Schroder shall cause the Introduced
Accounts to be transferred to the Introducing Firm or its designee.

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<PAGE>

XII.     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 or to limit the
exercise of such right, power, remedy or privilege. No single, partial or other
exercise of any such right, power, remedy or privilege shall preclude the
further exercise thereof or the exercise of any other right, power, remedy or
privilege.

XIII.    Net Capital Treatment of Assets in Proprietary Account of Introducing
         Firm

         A. With respect to assets in the proprietary account of Introducing
Firm ("PAIB") Schroder shall perform a computation ("PAIB Reserve Computation")
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 shall not be included as a credit in
the PAIB reserve computation;

        (ii) Note E(3) to Rule 15c3-3a which reduces debit balances by one
percent under the basic method and subparagraphs (a)(1)(ii)(A) of the Net
Capital Rule which reduced debit balances by three percent under the alternative
method shall not apply; and

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<PAGE>

         (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 Introducing Firm. All PAIB assets shall be kept separate and distinct from
customer assets under the customer reserve formula in Rule 15c3-3.

         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. Schroder 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 an excess debit in the
customer reserve formula on 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,
Introducing Firm shall notify its designated examining authority in writing
(with a copy sent to Schroder) upon request that it has entered into the PAIB
Section of this Agreement.

         G. Commissions receivable and other receivables of Introducing Firm
from Schroder (excluding clearing deposits) that are otherwise allowable assets
under the Net Capital Rule shall not be included in the PAIB reserve
computation, provided the amounts have been clearly identified as receivables on
the books and records of Introducing Firm and as payables on the books of
Schroder.

         H. If Introducing Firm is a guaranteed subsidiary of Schroder or if
Introducing Firm guarantees Schroder (i.e., guarantees all liabilities and
obligations) then the proprietary accounts of Introducing Firm shall be excluded
from the PAIB Reserve Computation.

                                       20
<PAGE>

         I. Upon discovery that any deposit made to the PAIB Reserve Account did
not satisfy the deposit requirement, Schroder 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, Schroder shall provide written verification within five business days
of the date of discovery to Introducing Firm that PAIB assets held by Schroder
shall not be deemed allowable assets for net capital purposes. The notification
shall also state that if Introducing Firm 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 Introducing Firm must transfer its PAIB assets to another
clearing broker, Introducing Firm may choose to keep its assets at Schroder.

         J. The parties shall adhere to the terms of the SEC's No-Action letter,
dated November 3, 1998 relating to the net capital treatment of assets in the
proprietary account of an introducing broker, including the interpretations set
forth, in all respects.

         K. It shall be the sole responsibility of Introducing Firm to identify
any and all PAIB accounts and provide Schroder with an exhaustive list of such
PAIB accounts, including the account names and numbers. Further, Introducing
Firm shall notify Schroder in writing of any and all additions and/or deletions
to its list of PAIB accounts within one business day of such change.

XIII.    Prime Broker Accounts

         In the event Introducing Firm requests Schroder to act as "Prime
Broker" on behalf of its customers ("Customers"), as such term is used in the
no-action letter, dated January 25, 1994 from the Division of Market Regulation
of the SEC with respect to the provision of prime brokerage services, as the
same may be amended, modified or supplemented from time to time, and Schroder
agrees to act as Prime Broker, the parties hereto agree as follows:

                                       21
<PAGE>

         A. Prior to the commencement of any prime brokerage activity,
Introducing Firm
shall identify to Schroder each account in which Introducing Firm requests that
Schroder act as Prime Broker ("Prime Brokerage Account") and the Executing
Brokers employed in connection with such Prime Brokerage Accounts.

         B. For all prime brokerage transactions, Introducing Firm shall inform
Schroder of the details of all trades including, among other things, the
contract amount, security involved, number of shares or units, and whether the
transaction was a long or short sale or a purchase.

         C. Schroder shall be responsible for monitoring the "minimum net
equity" (as defined in the No-Action Letter) in each Prime Brokerage Account.
Schroder will notify the Introducing Firm in the event the net equity falls
below the required minimum amount in a Prime Brokerage Account. In such event,
Introducing Firm shall be responsible for assuring that any amounts required to
maintain or restore the minimum net equity are deposited in each Prime Brokerage
Account. In addition, Introducing Firm will use its best efforts to assist
Schroder in obtaining from Customer the deposit of any amounts so required. If a
Prime Brokerage Account fails to meet such net equity requirements within the
time period specified by the No-Action Letter, Schroder shall inform Introducing
Firm and applicable Executing Brokers that it is no longer serving as Customer's
Prime Broker.

         D. Schroder will timely notify Introducing Firm if Schroder disaffirms
or DKs a transaction for a Prime Brokerage Account. In such event, Introducing
Firm remains responsible for resolving such transaction with the customer or the
Executing Broker, as applicable.

                                       22
<PAGE>

         E. Introducing Firm acknowledges that it is responsible for knowing its
Customers, obtaining all the proper documentation (including all new account and
prime brokerage documents), conducting its own credit reviews, and determining
the availability of shares to cover any short sales.

         F. Both parties hereto agree to comply with the terms and conditions of
the No-Action Letter and subsequent amendments for all prime brokerage
transactions effected hereunder.

XIII.    Miscellaneous.

         A. This Agreement may be cancelled by either party upon sixty (60) days
written notice. Notice shall be effective only upon receipt. Notice shall be
given at the addresses listed below or such other address as shall be specified
in a written notice delivered in accordance herewith. Notices to Schroder shall
be delivered to Michael F. Dura and Patrick J. Borruso, at the office of
Schroder & Co. Incorporated, Equitable Center, 787 Seventh Avenue, New York, NY
10019. Notice to the Introducing Firm shall be delivered to:

                        ----------------------------------
                        Mr. Roger Gladstone
                        ----------------------------------
                        C/O GKN Securities
                        ----------------------------------
                        One State Street Plaza, 23rd floor
                        ----------------------------------
                        New York, NY  10004
                        ----------------------------------

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<PAGE>

         B. This Agreement shall be submitted to and effective only upon
approval by any national securities exchange or regulatory or self-regulatory
body having authority to approve this Agreement.

         C. Any dispute or controversy between parties to this Agreement
relating to or arising out of this Agreement, including but not limited to
matters reserved for mutual agreement, shall be settled by arbitration in
accordance with the rules then obtaining of (i) the NYSE if NYSE arbitration is
available and (ii) the American Arbitration Association in all other cases. The
award of the arbitrators hereunder shall be final, and judgment upon the award
rendered may be entered in any court having jurisdiction and the parties hereto
submit themselves and their personal representatives to the jurisdiction of any
such court for the purpose of such arbitration and the entering of such
judgment.

         D. 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 shall be valid unless the
non-assigning parties consent to such an assignment in writing. Anything herein
to the contrary notwithstanding, Schroder shall have the right unilaterally to
assign this agreement as part of the sale of all or substantially all of the
assets or a majority interest in Schroder.

         E. Neither this Agreement nor any operation hereunder is intended to
be, shall not be deemed to be, and shall not be treated as a general or limited
partnership, association or joint venture or agency relationship between the
Introducing Firm and Schroder.

                                       24

<PAGE>

         F. Whenever hereinabove reference is made to services to be rendered by
or rights or indemnification of Schroder, such references shall be deemed to
include Schroder's subsidiary Lewco Securities Corp. which may perform services
contemplated hereby at the direction of Schroder, but the performance of
services by Lewco Securities Corp. shall in no way affect Schroder's obligations
to the Introducing Firm hereunder and, for the purposes of this Agreement, any
services performed by Lewco Securities Corp. shall be deemed to have been
performed by Schroder.

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

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

         I. 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.

         J. Schroder will make available money market funds or other investment
vehicles as mutually agreed, for investment of credit balances of the Introduced
Accounts, and, with regard to money market funds, will provide automatic
features for the investment of cash and the liquidation of shares of such funds
to pay for purchases of other securities.

                                       25

<PAGE>

These features will be made available for other investment vehicles to the
extent legally permissible.

         K. Schroder will reserve the right to pass along to the Introducing
Firm applicable costs associated with a deconversion.

         Made and executed at New York, New York on the date first hereinabove
set forth.

                                                SCHRODER & CO. INC.

                                                BY: /s/ Gary L. Salamone
                                                   ----------------------
                                                        Gary L. Salamone
                                                        Managing Director

AGREED & ACCEPTED

SHOCHET SECURITIES

BY: /s/ Roger Gladstone
   ------------------------
        Roger Gladstone
        CEO


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