Exhibit 10.10.3


                       FULLY DISCLOSED CLEARING AGREEMENT

         This Fully Disclosed  Clearing  Agreement (the "Agreement") is executed
and entered into by and between Penson  Financial  Services,  Inc ("Penson"),  a
North    Carolina    corporation,    and   Rushmore    Securities    Corporation
("Correspondent")

         WHEREAS,   Correspondent  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
and  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 for Penson to act as a clearing broker for Correspondent; and

         WHEREAS,  Penson  meets all  requirements  of the SEC to  function as a
clearing  broker,  and desires to enter into an  agreement to clear and maintain
cash,  margin,  option  or other  accounts  ("Accounts")  for  Correspondent  or
customers ("Customers") of Correspondent.

         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 is
hereby acknowledged, the parties agree as follows:

1.       REPRESENTATIONS AND WARRANTIES

         Correspondent represents and warrants to Penson that:

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

         (b)      Correspondent  has all the  requisite  authority in conformity
                  with all  applicable  laws and  regulations to enter into this
                  Agreement and to retain  the services  of Penson in accordance
                  with the terms hereof.

         (c)      Correspondent  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)      Correspondent   shall  duly  employ   personnel   ("Registered
                  Representatives")   who  have  the   requisite   licenses  and
                  experience in compliance with  applicable  securities laws and
                  regulations.

         (e)      Correspondent has advised Penson of any clearing  arrangements
                  that have been made or are  expected to be made with any other
                  clearing broker or dealer.

         Penson represents and warrants to Correspondent that:

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

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

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

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

2.       CUSTOMER AND CORRESPONDENT ACCOUNTS

         Responsibility for compliance with the provisions of the NASD's Conduct
Rules regarding  opening,  approving and monitoring  Customer  accounts shall be
allocated between Penson and Correspondent as set forth in this Section 2.

         (a)      Account  Documentation.  Correspondent will be responsible for
                  obtaining  and  verifying  all  required  information  and the
                  identity of each  potential  Customer.  Correspondent  will be
                  responsible  for obtaining  all documents  related to customer
                  accounts,  and for the transmission of all required  documents
                  to Penson on a timely  basis.  Penson may, in its  discretion,
                  receive  documents  directly from the Customer.  Correspondent
                  acknowledges  the  obligation  to retain all  documents  in an
                  easily  accessible  place in  accordance  with SEC  rules  and
                  agrees  to  provide  the  original  application  by  overnight
                  delivery or a legible copy by facsimile transmission within 24
                  hours  of  a  request  from  Penson.   Correspondent  will  be
                  responsible  for complying  with the  requirement  of SEC Rule
                  15g-9, if applicable.

         (b)      Knowledge of Customer and  Customer's  Investment  Objectives.
                  Correspondent will be responsible for learning and documenting
                  all  the  required  information  relating  to each  and  every
                  Customer in order to insure  compliance by Correspondent  with
                  applicable  rules and regulations.  This required  information
                  includes,  but is not limited to, all of the  information  and
                  instructions submitted to Penson pursuant to Section 2(a), any
                  additional   facts  relative  to  the  Customer's   investment
                  objectives,  and every person  holding  power of attorney over
                  any  Customer  Account.  It  shall  be the  responsibility  of
                  Correspondent  to ensure that those of its  Customers who open
                  Accounts hereunder shall not be minors. Correspondent shall be
                  solely responsible for any issues regarding the suitability of
                  any investments for its Customers.

         (c)      Acceptance  of Accounts.  Prior to any Customer  Account being
                  opened with  Penson,  it must be  approved  by  Correspondent.
                  Penson  reserves  the right to withhold  acceptance  of, or to
                  reject,  for  any  reason,  any  Customer,  Customer  Account,
                  Correspondent  Account or any  transaction for any Account and
                  to  terminate  any  Account  previously  accepted  by  Penson.
                  Initial  acceptance of each Account shall be conditioned  upon
                  Penson's  receipt of  completed  forms as  required by Section
                  2(a).  Correspondent  shall not submit such forms with respect
                  to  any  Customer  Account  unless  Correspondent  has  in its
                  possession  the  documentation  of  all  information  required
                  pursuant to Section 2(b).  Penson shall be under no obligation
                  to accept any Account as to which any  documentation  required
                  to be  submitted  to Penson  or  maintained  by  Correspondent
                  pursuant to  Sections  2(a) and 2(b) is  incomplete.  Prior to
                  acceptance of any Account, no action taken by Penson or any of
                  its employees,  including, without being limited to, executing
                  or clearing a trade in any  Account,  shall be deemed to be or
                  shall constitute acceptance of such Account.



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         (d)      Supervision of Orders and Accounts. Penson will execute orders
                  for    Correspondent's    Customers   after    Correspondent's
                  appropriate   principals   have  accepted  and  approved  said
                  Accounts. Correspondent will be responsible for the review and
                  supervision of, and the suitability  of,  investments  made by
                  each and every one of its  Customers  and Penson shall have no
                  responsibility,   Correspondent   shall  be  responsible   for
                  insuring that all  transactions  in and activities  related to
                  all Accounts opened by it with Penson, 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   Correspondent's
                  fiduciary,  responsibilities  to  Customers,  either under the
                  Employee  Retirement Income Security Act of 1974 or otherwise.
                  Correspondent shall diligently supervise the activities of its
                  officers,  employees and  representatives  with respect to all
                  Accounts.  Penson 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 best  business  judgement.  To the  extent,  if any,  that
                  Penson  accepts  from  Correspondent  orders for  execution in
                  accordance   with  Section   7(a),   Correspondent   shall  be
                  responsible  for  informing  Penson  of  the  location  of the
                  securities  that are the  subject of the order so that  Penson
                  may  comply  with the  provisions  of Rule 3110 of the  NASD's
                  Conduct Rules.

         (e)      Accounts of Associated Persons.  Correspondent will not accept
                  Accounts   for  any  persons  that  come  within  the  express
                  provisions  of Rule 3050 of the NASD's  Conduct  Rules  unless
                  Correspondent  has complied  with the  provisions of said Rule
                  and, if applicable,  provided evidence of employer approval as
                  required by the Rule.

         (f)      Account  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 of the SEC, the Customer Accounts are the
                  responsibility,   of  Penson.  For  all  other  purposes,  the
                  Customer   Accounts   shall  be  the  full,   total  and  sole
                  responsibility of Correspondent.

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 Penson and  Correspondent as set
forth in this Section 3.

         (a)      Margin  Agreements.  At the  time of  opening  of each  margin
                  account,  Correspondent  will  furnish  Penson  with a  Penson
                  Customer Margin and Short Account  Agreement,  executed by the
                  Customer,  on the form furnished to  Correspondent  by Penson.
                  Correspondent  may use a substitute form upon written approval
                  by Penson.

         (b)      Margin and Margin  Maintenance.  Correspondent  is responsible
                  for assuring  Customer's  payment of Customer's initial margin
                  requirements  and of all amounts  necessary to meet subsequent
                  maintenance calls in each Customer Account, in order to insure
                  compliance  with  Regulation  T and the house rules of Penson.
                  Such

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                  payment may be collected by  Correspondent on Penson's behalf,
                  or  made  directly  to  Penson  at   Correspondent's   option.
                  Correspondent is responsible for the payment of initial margin
                  and of all amounts  necessary to meet subsequent  margin calls
                  in each Correspondent  Account Penson shall have the unlimited
                  right to buy in or sell out  positions  in  Accounts  whenever
                  Penson, in its sole discretion,  deems such action appropriate
                  and despite whether,  if the Account is a Margin Account,  any
                  such  Account is then in  compliance  with  applicable  margin
                  maintenance  requirement or has requested an extension of time
                  to make any payment  required by Regulation  T.  Correspondent
                  acknowledges  that  Penson has the right to demand  payment on
                  any debit balance and that  Correspondent  is  responsible  to
                  Penson for any  unsecured  debit  balance  resulting  from any
                  failure of a Customer to make any 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  Penson,  rather  than in
                  accordance with any lower requirement of any law, any exchange
                  or  any  regulatory  agency.  Penson  may  change  the  margin
                  requirements  applicable  to any Account or class of accounts,
                  as  described  in its  house  rules;  Correspondent  shall  be
                  responsible   for   advising   its  Customer  of  the  changed
                  requirements  and  for  the  payment  by the  Customer  of any
                  additional  margin  necessary to insure  compliance  with such
                  increased requirements.

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

                  (i)      any failure by any  Customer to comply with the terms
                           of its Customer  Margin and Short  Account  Agreement
                           with Penson;

                  (ii)     The  failure  of  Correspondent  or any  Customer  to
                           comply with Regulation T;

                  (iii)    the   failure  of   Correspondent   to  satisfy   its
                           obligations under this Section 3; or

                  (iv)     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
                           Penson  unpaid  of  any  check  given  to  Penson  by
                           Correspondent  or any  Customer;  or the  payment for
                           and/or  delivery  of all "when  issued"  transactions
                           which Penson may accept or execute for the Accounts.

4.       MAINTENANCE OF BOOKS AND RECORDS

         Penson  will  maintain  stock  records  and  other  records  on a basis
         consistent  with  generally   accepted  practices  in  the  securities
         industry and will maintain  copies of such records in  accordance  with
         the NASD and SEC guidelines for record retention in effect from time to
         time. At the time this  Agreement is executed and annually  thereafter,
         Penson will provide  Correspondent  with a list or  description  of all
         exception  or  other  reports  that it  offers  to  Correspondent  (See
         Attached Schedule B.) Annually,  Penson will provide Correspondent with
         a list of those reports  requested by or supplied to Correspondent  and
         will provide a copy

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         of such notice to Correspondent's  DEA. Penson and Correspondent  shall
         each be  responsible  for preparing and filing the reports  required by
         the governmental and regulatory  agencies that have  jurisdiction  over
         each and  Penson and  Correspondent  will  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.

5.       RECEIPT, DELIVERY AND SAFEGUARDING OF FUNDS AND SECURITIES

         (a)      Receipt  and  Delivery  in the  Ordinary  Course of  Business.
                  Penson,  acting on behalf of  Correspondent,  will receive and
                  deliver  all  funds  and   securities   in   connection   with
                  transactions  for  Customer  Accounts in  accordance  with the
                  Customer's instructions to Correspondent.  Correspondent shall
                  be responsible for advising  Customers of their obligations to
                  deliver  funds or  securities  in  connection  with  each such
                  transaction.   Correspondent  shall  be  responsible  for  any
                  failure of any  Customer to fulfill  such  obligation.  Penson
                  shall be  responsible  for the  safeguarding  of all funds and
                  securities  delivered to and accepted by it,  subject to count
                  and  verification  by  Penson.  However,  Penson  will  not be
                  responsible  for  any  funds  or  securities  delivered  by  a
                  Customer or Correspondent, its agents or employees, until such
                  funds or  securities  are  physically  delivered  to  Penson's
                  premises and accepted by Penson or deposited in bank  accounts
                  maintained in Penson's  name. It is expressly  understood  and
                  agreed,   however,   that  Correspondent  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.).

         (b)      Custody  Services.  Whenever Penson has been instructed to act
                  as  custodian  of  the  securities  in  any  Correspondent  or
                  Customer Account, or to hold such securities in "safekeeping,"
                  Penson may hold the securities in the  Customer's  name or may
                  cause such  securities  to be registered in the name of Penson
                  or its nominee or in the names of  nominees of any  depository
                  used by Penson.  Penson will perform the services  required in
                  connection   with  acting  as  custodian  for   securities  in
                  Correspondent  and Customer  Accounts,  such as (i) collection
                  and  payment  of  dividends;  (ii)  transmittal  and  handling
                  (through  Correspondent)  of tenders or exchanges  pursuant to
                  tender offers and exchange  offers;  (iii)  transmittal of all
                  proxy materials and other shareholder communications; and (iv)
                  handling of exercises or  expirations  of rights and warrants,
                  and of redemptions of securities.

         (c)      Receipt and  Delivery  Pursuant to Special  Instruction.  Upon
                  instruction from Correspondent or a Customer, Penson will make
                  such  transfers of securities or Accounts as may be requested.
                  Correspondent  shall be  responsible  for  determining  if any
                  securities  held in  Correspondent  or Customer  Accounts  are
                  "restricted  securities" or "control  stock" as defined by the
                  rules of the SEC and that orders  executed for such securities
                  are in compliance with applicable laws, rules and regulations.

         (d)      Draft-Issuing   Authority.   At  its  discretion   Penson  may
                  authorize certain of Correspondent's  employees to sign drafts
                  as drawer payable to Correspondent's  Customers in amounts and
                  pursuant to  conditions  as may be  determined  by Penson from
                  time to time.  Correspondent  agrees  that it will not request
                  Penson  to  authorize  someone  to sign  drafts  who is not an
                  employee of Correspondent.  Correspondent  further agrees that
                  this   authority   shall  not  be  granted  by  Penson   until
                  Correspondent

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                  has  notified  Penson in writing that it has  established  and
                  will maintain and enforce supervisory  procedures with respect
                  to the issuance of such  instruments  Correspondent  agrees to
                  fully indemnify Penson from the negligence, fraud, or mistakes
                  of  Correspondent or  Correspondent's  employees in connection
                  with  any  draft  issuing   authority   granted  to  them  and
                  Correspondent  authorizes  Penson to charge any  Correspondent
                  Account or any other  assets of  Correspondent  held by Penson
                  with the amount of any such  losses.  Notwithstanding  Section
                  5(a),  Penson will not be responsible for the  safeguarding of
                  funds withdrawn by Correspondent or Correspondent's  employees
                  pursuant to such draft issuing authority.  Penson may withdraw
                  this draft issuing privilege without notice at any time during
                  the term of this Agreement. Notwithstanding anything herein to
                  the contrary,  Penson may at any time, at its sole discretion,
                  despite any prior  authorization,  refuse payment on any draft
                  for which Correspondent is drawer and Penson is payee.

6.       CONFIRMATIONS AND STATEMENTS

         (a)      Preparation and Transmission.  Penson will prepare and send to
                  Customers   monthly   statements   of  account  (or  quarterly
                  statements  if no  activity  occurs in an  account  during any
                  quarter covered by such  statement),  which  statements  shall
                  meet Penson's  requirements  as to format and quality and will
                  indicate that  Correspondent is the introducing broker for the
                  Account.   Penson  will  be  responsible   for  preparing  and
                  transmitting  confirmations.  Upon prior written approval from
                  Penson,   Correspondent  may  assume  the   responsibility  of
                  preparing  and  transmitting   confirmations,   including  the
                  responsibility for compliance with the provisions of Rule 2230
                  of  the  NASD's  Conduct  Rules.  Copies  of  all  monthly  or
                  quarterly  statements sent by Penson to Customers will be send
                  to  Correspondent.  Penson will also provide to  Correspondent
                  monthly  statements of clearing  services  performed by Penson
                  for  Correspondent  and  Customer  Accounts  showing  the fees
                  charged  for such  services  during the month,  as provided in
                  Section 8.

         (b)      Examination and  Notification of Errors.  Correspondent  shall
                  examine  promptly all monthly  statements of account,  monthly
                  statements of clearing  services and other reports provided to
                  Correspondent by Penson.  Correspondent shall notify Penson of
                  any  error  claimed  by   Correspondent   in  any  Account  in
                  connection  with (i) any  transaction  prior to the settlement
                  date of such transaction,  (ii) information appearing on daily
                  reports   within  seven  days  of  such   report,   and  (iii)
                  information  appearing on monthly statements or reports within
                  30 days of Correspondent's receipt of any monthly statement or
                  report.   Any  notice of error  shall be  accompanied  by such
                  documentation    as   may   be   necessary   to   substantiate
                  Correspondent's  claim.  Correspondent  shall provide promptly
                  upon  Penson's  request  any  additional  documentation  which
                  Penson  reasonably  believes  is  necessary  or  desirable  to
                  determine and correct any such error.

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


         (a)      Customers'  Orders.  Orders received by  Correspondent  can be
                  executed  by   Correspondent   or   forwarded  to  Penson  for
                  execution.  The party executing the order shall be responsible
                  for errors in execution.  Acceptance of orders from  Customers
                  shall   be   the   responsibility   of   Correspondent,    and
                  Correspondent shall be responsible


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

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

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

8.       FEES AND SETTLEMENTS FOR SECURITIES TRANSACTIONS

         (a)      Commissions: Fees for Clearing Services.

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

                  (ii)     Penson  will  charge   Correspondent   for   clearing
                           services  according  to the fee schedule set forth in
                           Schedule A attached  hereto and  incorporated  herein
                           for all  purposes.  Clearing  charges may be modified
                           from time to time by Penson without  re-execution  of
                           this Agreement. To implement new charges, Penson will
                           mail or telecopy a new  Schedule A to  Correspondent.
                           If  Correspondent  does not object to the new charges
                           within ten (10) days of such mailing or  telecopying,
                           as  provided  below,  the new  charges  shall  become
                           effective  and the new Schedule A shall become a part
                           of and modify  this  Agreement  without  any  further
                           action by the  parties.  Upon such event,  Penson and
                           Correspondent  shall replace the previous  Schedule A
                           with the new Schedule A.  Correspondent may object to
                           new charges by giving notice canceling this Agreement
                           as provided  under  Sections 12 and 20(m)  During the
                           pendency


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                           of such notice  period,  the previous  charges  shall
                           continue to be effective until termination.

         (b)      Settlements. Penson will collect commissions from Customers on
                  behalf of Correspondent and through  Correspondent. Penson may
                  make payments to  Correspondent  against such  commissions  in
                  advance of the monthly settlement contemplated by this Section
                  8(b), the amount of such payments to be determined in Penson's
                  sole   discretion   based  upon   Penson's   experience   with
                  Correspondent.

                           As soon as  practicable  after the end of each month,
                  Penson will forward to the  Correspondent a statement  showing
                  the  amount of  commissions  and other  amounts  collected  by
                  Penson  on  Correspondent's  behalf,  and all  amounts  due to
                  Penson from  Correspondent  (including,  without being limited
                  to, clearing charges, other charges, other fees and Customer's
                  unsecured  debit items,  however  arising),  together with the
                  amount by which the total owed Correspondent exceeds the total
                  owed Penson.  If such statement  indicates that  Correspondent
                  owes monies to Penson, Correspondent shall promptly pay Penson
                  the amount by which the total owed  Penson  exceeds  the total
                  owed  Correspondent.  If  Correspondent  fails  to  make  such
                  payment  on a timely  basis,  Penson  shall  have the right to
                  charge   any  other   Account   maintained   by   Penson   for
                  Correspondent  or any other  assets of  Correspondent  held by
                  Penson  (including the deposit required  pursuant to Section 9
                  and positions and balances in Correspondent  Accounts) for the
                  net amount  due  Penson.  Any  failure by Penson to charge any
                  Account or assets of  Correspondent  held by Penson  shall not
                  act as a waiver of Penson's  right to demand payment of, or to
                  charge  Correspondent's  Accounts  for, the full amount due at
                  any time.

9.       DEPOSIT

         Contemporaneously  with the  signing of this  Agreement,  Correspondent
will deliver cash or  securities  to Penson,  as specked in Schedule A attached,
for deposit in an account  maintained by Penson (the "Deposit  Account").  If at
any  subsequent  time Penson,  in its sole  discretion,  requires an  additional
deposit,  Correspondent  will deposit additional cash or securities in an amount
specified by Penson.  Instead of making such additional  deposit,  Correspondent
may  reduce  Correspondent's  business  volume  or  modify  the  nature  of  the
securities  involved in the  Correspondent's  transactions  ("business  mix") as
specified  by  Penson.  Any  failure  by Penson to  demand  compliance  with the
requirement  that  Correspondent  either  deposit  additional  amounts or modify
Correspondent's  business  mix shall not act as a waiver  of  Penson's  right to
demand  compliance  with such  requirements  at any time If the  deposit  is not
adequately  funded as required  by Penson,  Penson may, in addition to all other
rights under this Agreement,  transfer cash or securities of Correspondent  held
by Penson to the Deposit Account.  Correspondent  agrees that if Penson,  at its
sole  discretion,  determines  it to be  necessary,  Penson  shall  accept  only
liquidating  transactions for Customer Accounts and that Correspondent will give
notice of such fact to  Customers.  If such notice is not given to  Customers by
Correspondent,  Correspondent  agrees  that  Penson  may  give  such  notice  to
Customers.  Penson shall be entitled to set-off  against any deposit in addition
to any and all other rights or remedies Penson may leave under this Agreement or
otherwise.  Correspondent  agrees that if this  Agreement is terminated  for any
reason,  Penson may liquidate  securities deposited and deduct from such deposit
any  amounts  Correspondent  owes  Penson  because  of  failure  to meet  any of
Correspondent's obligations under this Agreement.

                                     Page 8
<PAGE>

10.      INDEMNIFICATION

         (a)      Indemnity.

                  (i)      Correspondent  agrees to indemnify  and hold harmless
                  Penson,  each person who controls Penson within the meaning of
                  the  Securities  Exchange  Act  of  1934  and  any  directors,
                  officers,  employees,  agents and attorneys of Penson ("Penson
                  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 Penson's defense of any failure, for
                  any  reason,   fraudulent  or  otherwise,   by  Correspondent,
                  Correspondent's employees,  independent agents or contractors,
                  or  Customers  to  comply  with  any  obligation   under  this
                  Agreement or any other  agreement  executed  and  delivered to
                  Penson in  connection  with Penson's  performance  of services
                  hereunder and any act or failure to act by Penson  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  Penson   Indemnified   Person.   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  a  Customer's
                  Accounts;  (ii) failure by any  Customer to maintain  adequate
                  margin;  or (iii) breach of any  obligation  existing  between
                  Correspondent and a Customer of Correspondent or any law, rule
                  or  regulation  of the  United  States,  a state or  territory
                  thereof,   the  SEC,  the  Federal   Reserve  Board  or  other
                  authority,  applicable to any transaction contemplated by this
                  Agreement.

                  (ii)     Penson  shall   indemnify   and  hold   Correspondent
                  harmless against any losses, claims,  damages,  liabilities or
                  expenses   including  without  limitation  those  asserted  by
                  Customers  (which  shall  include,  but not be limited to, all
                  costs of defense and investigation and all attorney's fees) to
                  which  Correspondent  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  Penson  or  its   employees  in  providing   the  services
                  contemplated hereunder.

                  (iii) Upon receipt by any indemnified party under this Section
                  of notice of the commencement of any action, and if a claim is
                  to be made against the indemnifying  party under this Section,
                  the indemnified  party will promptly  notify the  indemnifying
                  party. The omission to notify the indemnifying  party will not
                  relieve  it  from  any  liability  that  it  may  have  to any
                  indemnified   party   otherwise   than  under   this   Section
                  10(a)(iii). In any such action brought against any indemnified
                  party, the indemnifying  party will be entitled to participate
                  in and, to the extent that it may wish,  to assume the defense
                  thereof, subject to the provisions herein stated, with counsel
                  satisfactory to such indemnified  party. After notice from the
                  indemnifying  party to such indemnified  party of its election
                  to assume the defense thereof, the indemnifying party will not
                  be liable to such indemnified party under this Section for any
                  legal  or  other   expense   subsequently   incurred  by  such
                  indemnified party in connection with the defense thereof other
                  than reasonable costs of investigation.  The indemnified party
                  shall  have the right to employ  separate  counsel in any such
                  action and to participate in the defense thereof, but the fees
                  and  expenses of such  counsel  shall not be at the expense of
                  the indemnifying  party if the indemnifying  party has assumed
                  the defense of the action  with  counsel  satisfactory  to the
                  indemnified party.

                                     Page 9
<PAGE>

         (b)      Security Interest and  Authorization to Charge.  Correspondent
                  grants to Penson a first  lien and  security  interest  in any
                  Correspondent  Account  maintained  by  Penson  and any  other
                  assets of  Correspondent  now or hereafter  held by Penson and
                  authorizes  Penson to  discharge  such lien by  charging  such
                  Account and assets with all amounts owing to Penson including,
                  but not  limited  to, (i) any cost or expense  resulting  from
                  failures to deliver or  failures  to receive,  (ii) any losses
                  resulting  from  unsecured  debit  balances in any Customer or
                  Correspondent Account and (iii) any amounts to which Penson is
                  otherwise entitled pursuant to the provisions of Section 10(a)
                  Penson  shall  have   discretion  to  liquidate  or  sell  any
                  securities  without notice to Correspondent,  and to determine
                  which  securities  to sell.  Such  charge may be made  against
                  Correspondent Account or assets at any time and in such amount
                  as  Penson  deems   appropriate.  No  delay  in  charging  any
                  Correspondent  Account or asset  shall  operate as a waiver of
                  Penson's  right to do so at any future time as and when Penson
                  deems  appropriate  Penson shall have the  unlimited  right to
                  set-off any indebtedness or other obligations of Correspondent
                  under this  Agreement  or otherwise  (absolute or  contingent,
                  matured or  unmatured)  against any  obligations  of Penson to
                  Correspondent,   including   from  the  Deposit   Account  (as
                  described in Section 9 and/or any other money, securities,  or
                  other property of Correspondent in Penson's possession).

         (c)      Reserves. In connection with any claim that does or could give
                  rise to a claim for indemnification  under this Section 10 for
                  Penson or an Penson  Indemnified  Person,  Penson  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  Correspondent  pending  a
                  determination  of such claim.  The money,  securities or other
                  property of Correspondent set aside in such a reserve shall be
                  subject  to  Penson's  standard  lien  and  security  interest
                  described in Section 10(b) above.

11.      UNDERTAKINGS OF CORRESPONDENT

         (a)      Financial  Statements  and Other Reports.  Correspondent  will
                  furnish   to   Penson   as   soon  as   possible   a  copy  of
                  Correspondent's  balance  sheet and  statement of earnings for
                  the  current  fiscal  year  and for  each  of  Correspondent's
                  subsequent fiscal years. Each such balance sheet and statement
                  of  earnings   shall  be  certified  by   independent   public
                  accountants.  Correspondent  also shall  furnish  Penson  with
                  copies of its quarterly Focus filings promptly after filing.

         (b)      Other Clearing  Services.  During the term of this  Agreement,
                  Correspondent  will not sign a clearing agreement with another
                  clearing  broker or dealer  without prior written  approval by
                  Penson,  such  approval  not  to  be  unreasonably   withheld.
                  However,  Penson does hereby approve  Correspondent's  current
                  clearing relationship with Southwest Securities Corp.

         (c)      Suspension or Restriction.  In the event that Correspondent or
                  any  employee  of   Correspondent   shall  become  subject  to
                  suspension  or  restriction  by  any  regulatory  body  having
                  jurisdiction over Correspondent and Correspondent's securities
                  business,  Correspondent  will notify Penson  immediately  and
                  Correspondent  authorizes  Penson to take such steps as may be
                  necessary for Penson to maintain compliance with the rules and
                  regulations to which Penson is subject  Correspondent  further
                  authorizes  Penson, in any event, to comply with directives or
                  demands  made upon Penson by any exchange or  regulatory  body
                  relative to Correspondent and Customers. In


                                     Page 10
<PAGE>

                  connection  with such  directives or demands,  Penson may seek
                  advice  or legal  counsel  and  Correspondent  will  reimburse
                  Penson for reasonable fees and expenses of such counsel

         (d)      Fixed  Price  Offerings.  Correspondent  agrees that in making
                  sales of Securities,  as a part of a fixed price offering,  it
                  will comply with all applicable rules of the NASD,  including,
                  without limitation, the NASD's Interpretations with respect to
                  Free-Riding and  Withholding  under Rules 2110 and 2740 of the
                  NASD's Conduct Rules.

         (e)      Customer  Orders  Correspondent  represents  that  all  orders
                  received by Penson will be in accordance  with its  Customers'
                  instructions.  The parties hereto  expressly agree that Penson
                  shall  not be  responsible  for  investigation  into the facts
                  surrounding   any   transaction   that   it  may   have   with
                  Correspondent,   or  that  Correspondent  may  have  with  its
                  Customers  or other  persons,  nor  shall  Penson be under any
                  responsibility  for compliance by Correspondent  with any laws
                  or regulations which may be applicable to Correspondent.

         (f)      Inquiries   on   Certificates.   Penson   agrees   to  act  as
                  Correspondent's  direct  inquirer  under  the Lost and  Stolen
                  Securities Program under Rule 17f-1 (17CFR 240.17f-1).

12.      TERMINATION OF AGREEMENT: TRANSFER OF ACCOUNTS

         (a)      Effectiveness.  This  Agreement  shall remain in force for two
                  (2)   years   from  the  date   Correspondent   first   clears
                  transactions  at  Penson.  Subsequent  to this  initial  term,
                  either party may terminate this Agreement by giving forty-five
                  (45) days prior written notice to the other party.

         (b)      Termination by Penson.  Notwithstanding  Section 12(a), Penson
                  may  terminate  this  Agreement  at any  time on five (5) days
                  written   notice   to   Correspondent   in  the   event   that
                  Correspondent:

                  (i)      fails to comply with the terms of this  Agreement and
                           upon notification by Penson 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
                           engaging   in    securities    business    activities
                           constituting  all  or  portions  of   Correspondent's
                           securities business, which injunction, prohibition or
                           suspension in Penson'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  either  Correspondent  or Penson  ceases to
                  conduct its business or that Penson:

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

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


                                     Page 11
<PAGE>

                  (iii)    is suspended by any national  securities  exchange of
                           which  Penson is a member for  failure to comply with
                           the rules and regulations thereof.

         (d)      Conversion  of Accounts.  In the event that this  Agreement is
                  terminated  for  any  reason,  it  shall  be   Correspondent's
                  responsibility  to arrange for the conversion of Correspondent
                  and   Customer    Accounts   to   another   clearing   broker.
                  Correspondent   will  give  Penson  notice  (the   "Conversion
                  Notice") of

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

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

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

                  (iv)     the name of an  individual  within that  organization
                           who Penson can contact to coordinate the  conversion.
                           The Conversion Notice shall accompany Correspondent'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).

                           If Correspondent  fails to give the Conversion Notice
                  to Penson,  Penson may give to Customers such notice as Penson
                  deems appropriate of the termination of this Agreement and may
                  make  such   arrangements  as  Penson  deems  appropriate  for
                  transfer or delivery of Customer and  Correspondent  Accounts.
                  Correspondent will pay to Penson $3,000 in programming charges
                  to process the conversion.  In addition,  Correspondent  shall
                  pay any costs  incurred by Penson as billed by any third party
                  vendors such as transfer agents, etc.

         (e)      Survival.  Termination  of this  Agreement  shall  not  affect
                  Penson'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
                  Correspondent   Accounts,   Penson'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.

         (f)      No  Obligation  to  Release.  Penson  shall not be required to
                  release to Correspondent any securities or cash held by Penson
                  for Correspondent in one or more Correspondent  Accounts until
                  any amounts owing to Penson pursuant to the provisions of this
                  Agreement   are   paid;   and   Correspondent's    outstanding
                  obligations  hereunder  to Penson  are  determined,  including
                  determination of any disputed amounts, and satisfied;  and any
                  property  of  Penson in the  possession  of  Correspondent  1$
                  returned to Penson.

13.      CONFIDENTIAL NATURE OF DOCUMENTS

         All agreements,  documents,  papers, and data in any form,  supplied by
Correspondent concerning  Correspondent's business or Customers shall be treated
by Penson as confidential. To

                                    Page 12
<PAGE>

the extent such documents or data are retained by Penson,  they shall be kept in
a safe place and shall be made  available to third parties only as authorized by
Correspondent  in  writing  or  pursuant  to any order or  request of a court or
regulatory body having appropriate jurisdiction. Penson shall give Correspondent
prompt  notice of the  receipt by Penson of any such order or  subpoena,  unless
prohibited  from doing so by the issuing  authority  which notice shall be given
prior to Penson's compliance  therewith.  Such documents shall be made available
by Penson  for  inspection  and  examination  by  Correspondent's  auditors,  by
properly  authorized agents or employees of any regulatory bodies or commissions
or  by  such  other   persons  as   Correspondent   may   authorize  in writing.
Notwithstanding  anything  herein  to  the  contrary,   Correspondent  expressly
authorizes Penson to supply any information requested relating to Correspondent,
its  business,  or its  Customers  to any  regulatory  body  having  appropriate
authority.

14.      NOTICE TO CUSTOMERS

         Subject to the requirements of the NASD's Conduct Rules,  Correspondent
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.

15.      CUSTOMER COMPLAINT PROCEDURES

         Correspondent  will be  responsible  for the  initial  handling  of all
Customer complaints.  Any customer who initiates a complaint with Penson will be
referred by Penson to Correspondent. Penson will forward any complaints received
to Correspondent's  Designated  Examining  Authority  ("DEA").  Penson will also
notify the Customer in writing that the complaint was received and was forwarded
to Correspondent and to Correspondent's DEA. If any such complaint is based upon
an alleged act or failure to act by Penson,  Correspondent  will  notify  Penson
promptly of such complaint and the basis therefor; and will consult with Penson;
and the parties will cooperate in determining the validity of such complaint and
the appropriate action to be taken.

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
Correspondent  under this Agreement by executing the signature lines  designated
for  such  purpose  at the  end  of  this  Agreement  (the  "Guarantor's)"),  in
consideration of Penson's entering into the Agreement,  do(es) hereby personally
guarantees)  (jointly  and  severally,  if more  than  one) the  performance  by
Correspondent of the provisions of the Agreement  (including  without limitation
the  idemnification  provisions of Section 10) and shall promptly pay any amount
that is not paid by  Correspondent  to  Penson  under the  Agreement. This is an
absolute,  unconditional and unlimited guarantee of payment and may be proceeded
upon by Penson or a Penson  Indemnified.  Person before fling any action against
Correspondent  or after any  action  against  Correspondent  has been  commenced
Guarantor(s)  grants to Penson a first lien and security interest on any and all
money and securities of a Guarantor(s) held

                                     Page 13
<PAGE>

by Penson.  Penson shall have the unlimited right to set-off any amounts owed to
it by Guarantor(s)  against any obligation of Penson to Guarantor(s) Penson also
shall have the unlimited right to set-off any amounts owed to it by Guarantor(s)
against  any  obligation  of Penson to  Guarantor(s)  Penson also shall have the
absolute and unlimited right to sell,  transfer,  or liquidate any of the assets
in any of  Guarantor(s)'  accounts  with  Penson for any  amounts  owed to it by
Correspondent or Guarantor(s). The obligations of the Guarantor(s)  shall not be
discharged  or  impaired  or  otherwise  affected  by the failure of Penson or a
Penson 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  Correspondent  under
this  Agreement,  or any release or impairment of any  collateral by Penson or a
Penson Indemnified Person.

18.      RESPONSIBILITY FOR ERRORS; LIMIT ON LIABILITY; NO CONSEQUENTIAL DAMAGES

         In the general course of business,  Penson and Correspondent shall each
be responsible for correcting  their own errors.  In any action by Correspondent
against  Penson for any claim  arising out of the  relationship  created by this
Agreement,  Penson  shall  only be  liable  to  Correspondent  in cases of gross
negligence or willful misconduct,  and in such cases Penson shall only be liable
for  the  amount  or  actual   monetary   losses   suffered  by   Correspondent.
Correspondent shall not, in any such action or proceeding, or otherwise,  assert
any claim against Penson for consequential damages on account of any loss, cost,
damage  or  expense  which   Correspondent   may  suffer  or  incur  related  to
transactions in connection with this Agreement or otherwise,  including, but not
limited to, any lost opportunity claims.

19.      PAIB PROVISION

         (a)      PAIB  Reserve   Calculation.   As  the  clearing   broker  for
                  Correspondent,  Penson agrees to perform the  calculation  for
                  PAIB assets ("PAIB reserve  computation")  in accordance  with
                  the customer reserve computation  ("customer reserve formula")
                  set forth in SEC Rule 15c3-3 with the following modifications:

                  (i)      Any credit  (including  a credit  applied to reduce a
                           debit)  that  is  included  in the  customer  reserve
                           formula  will 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%  under   the   basic   method   and
                           subparagraph  (a)(1)(ii)(A)  of the net capital  rule
                           which  reduces   debit   balances  by  3%  under  the
                           alternative method will not apply to the PAIB reserve
                           computation.

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

         (b)      Reserve  Computation Time Frames. The PAIB reserve computation
                  will  be  prepared  within  the  same  time  frames  as  those
                  prescribed by Rule 15c3-3 for the customer reserve formula.

         (c)      PAIB Assets. The PAIB reserve  computation will include all of
                  the  proprietary  accounts  of  Correspondent  covered by this
                  Agreement. All PAIB assets will be kept


                                     Page 14
<PAGE>

                  separate and distinct from customer  assets under the customer
                  reserve formula in the Customer Protection Rule.

         (d)      PAIB Reserve Account. Penson will 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 will be
                  maintained  in the PAIB Account in an amount equal to the PAIB
                  reserve requirement.

         (e)      PAIB Credits

                  (i)      Credits included in the PAIB reserve computation that
                           result  from the use of PAIB  securities  pledged  to
                           meet intra-day margin calls in a cross margin account
                           established between The Options Clearing  Corporation
                           and any regulated  commodity  exchange can be reduced
                           to the  extent  that the  excess  margin  held by the
                           other  clearing   corporation  in  the  cross  margin
                           relationship  is used the  following  business day to
                           replace  the PAIB  securities  that  were  previously
                           pledged. In addition, balances resulting from a cross
                           margin account which are  segregated  pursuant to the
                           Commodities  Future  Trading  Commission  regulations
                           need not be included in the PAIB reserve computation.

                  (ii)     Deposits  received  prior  to a  transaction  pending
                           settlement  which are $5 million  or greater  for any
                           single transaction or $10 million in aggregate can be
                           excluded as credits from the PAIB reserve computation
                           if such  balances  are  placed  and  maintained  in a
                           separate PAIR Reserve Account by 12 noon eastern time
                           (ET) on the following business day.  Thereafter,  the
                           money representing any such deposits may be withdrawn
                           to   complete   the  related   transactions   without
                           performing a new PAIB reserve computation.

         (f)      Deposit   Requirements.   In  the  event   the  PAIB   reserve
                  computation results in a deposit requirement,  the requirement
                  can 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 will
                  not be  satisfied  with excess  debits  from the PAIB  reserve
                  computation.

         (g)      Credit  Balances.  A  credit  balance  resulting  from  a PAIB
                  reserve  computation  can be reduced by the amount  that items
                  representing such credits are swept into money market funds or
                  mutual funds of an  investment  company  registered  under the
                  Investment  Company  Act of 1940  prior  to 10 a.m.  ET on the
                  deposit  date  provided  that the credits  swept into any such
                  fund are not subject to an right,  charge,  security interest,
                  lien, or claim of any kind in favor of the investment  company
                  or Penson. Any credits which have been swept into money market
                  funds  or  mutual  funds  must be  maintained  in the  name of
                  Correspondent  or  for  the  benefit  of  Correspondent.  This
                  treatment of credit balances  applies only to the PAIB reserve
                  computation.

         (h)      Exclusions from PAIB reserve computation

                  (i)      Commissions   receivable  and  other  receivables  of
                           Correspondent   from   Penson   (excluding   clearing
                           deposits) that are otherwise  allowable  assets under
                           the


                                     Page 15
<PAGE>

                           Net  Capital  Rule will not be  included  in the PAIB
                           reserve  computation,  provided the amounts have been
                           clearly  identified  as receivables  on the books and
                           records of the  Correspondent  and as payables on the
                           books of Penson.

                  (ii)     The proprietary  account of  Correspondent  that is a
                           guaranteed  subsidiary  of a  clearing  broker or who
                           guarantees  a clearing  broker  (i.e. guarantees  all
                           liabilities  and  obligations)  will be excluded from
                           the PAIB reserve computation.

         (i)      Clearing Deposits. Clearing deposits required to be maintained
                  at  Penson  may be  included  as  debits  in the PAIB  reserve
                  computation  to the extent the percentage of the deposit which
                  is based upon Penson's  aggregate  deposit  requirements  that
                  relates to the proprietary  business of the  Correspondent can
                  be identified.


         (j)      Notification Requirements

                  (i)      Within  two  business  days of the  execution  of his
                           Agreement,  Correspondent  will notify its designated
                           examining  authority  ("DEA") in writing  that it has
                           entered into such agreement with Penson.

                  (ii)     Upon  discovery  that  any  deposit  made to the PAIB
                           Reserve   Account   does  not   satisfy  its  deposit
                           requirement,  Penson  shall by  facsimile or telegram
                           immediately  notify  its DEA and the  Securities  and
                           Exchange Commission ("SEC"). Unless a corrective plan
                           is found  acceptable  by the SEC and the DEA,  Penson
                           will provide written  notification  within 5 business
                           days of the date of discovery to  Correspondent  that
                           PAIB  assets  held  by  Penson  will  not  be  deemed
                           allowable  assets for net  capital  purposes.  In the
                           event  Correspondent  wishes to continue to count its
                           PAIB assets as allowable, it will have until the last
                           business  day of the  month  following  the  month in
                           which  notification  is made  to  transfer  all  PAIB
                           assets to another  clearing broker.  However,  if the
                           deposit  deficiency  is  remedied  before the time at
                           which  Correspondent must transfer its PAIB assets to
                           another clearing broker,  Correspondent may choose to
                           keep its assets at Penson.

20.      MISCELLANEOUS

         (a)      Tax Reporting.  Penson shall be responsible  for providing IRS
                  Form  1099  (or any  successor  form)  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 at Penson's expense.

         (b)      Scope of Services. Penson shall limit its services pursuant to
                  the terms of this  Agreement to those  services  expressly set
                  forth herein and related thereto.

         (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 NASD's  Conduct  Rules,  this agreement and all
                  modifications may be required to be  submitted to the NASD for
                  approval prior to


                                     Page 16
<PAGE>

                  effectiveness. It  is  expressly   understood  that  brokerage
                  services  cannot  be  provided  by  Correspondent  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 Correspondent  or Penson.  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
                  party, in its sole  discretion  consents to such an assignment
                  in writing. 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 Correspondent and
                  Penson.

         (e)      Account Documentation. Applicable laws and regulations require
                  that Penson must have proper documentation and support for any
                  Account opened on its books.  If, after  reasonable  requests,
                  the  necessary  documents to enable Penson to comply with such
                  account documentation requirements of the laws and regulations
                  have not been received by Penson,  Correspondent shall receive
                  notification  that no further  orders will be accepted for the
                  Account involved.

         (f)      Construction.  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 Texas.

         (g)      Arbitration.  In the event of a dispute  between the  parties,
                  such   dispute   shall  be  settled  by   arbitration   before
                  arbitrators  sitting in Dallas,  Texas, in accordance with the
                  rules of the Arbitration Committee of the NASD then in effect.
                  The arbitrators  may allocate  attorneys' fees and arbitration
                  costs  between  parties,  and such  award  shall be final  and
                  binding  between  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 be  construed  to  affect  the
                  meaning, construction or effect of this Agreement.

         (i)      Entire Agreement. 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  Correspondent  or Penson any
                  special treatment regarding any other arrangements, agreements
                  or understandings  that presently exist between  Correspondent
                  and Penson or that may hereinafter exist.  Correspondent shall
                  be under no  obligation  whatsoever to deal with Penson or any
                  of its  subsidiaries or any companies  controlled  directly or
                  indirectly by or affiliated with Penson, in any capacity other
                  than as set forth in this Agreement. Likewise, Penson shall be
                  under no obligation  whatsoever to deal with  Correspondent 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


                                     Page 17
<PAGE>

                  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.   In  addition  to  any  excuse   provided  by
                  applicable  law,  all  parties  hereto  shall be excused  from
                  liability for  non-performance  of this Agreement arising from
                  any  event  beyond  any  party's   control,   whether  or  not
                  foreseeable  by either  party,  including  but not limited to,
                  labor  disturbance,  war,  fire,  accident,  adverse  weather,
                  inability  to  secure  transportation,   governmental  act  or
                  regulation,  inability to obtain raw materials or other causes
                  or  events  beyond  either  party's  control,  whether  or not
                  similar to those enumerated above.

         (l)      Interpleader.  If  Penson  receives  conflicting  claims  from
                  Correspondent,  a  Customer  and/or  other  persons  regarding
                  money,  securities or other  property  held by Penson,  Penson
                  may, in its sole 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.  Penson shall have no liability to Correspondent or
                  Customers in  connection  with any such  action,  and shall be
                  entitled  to  reimbursement  for its  costs  and  expenses  in
                  connection with such action from Correspondent.

         (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, Penson's address shall be:

                  Attention:    Daniel P. Son
                                President
                                Penson Financial Services, Inc.
                                1700 Pacific Avenue, Suite 1400
                                Dallas, Texas 75201

                  and Correspondent's address shall be:

                                Mr. Robert L. Waggoner
                                President
                                Rushmore Securities Corporation
                                13355 Noel Road, Suite 300
                                Dallas, TX 75240

                  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 he exerted 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,
                  Penson  will  submit  this  Agreement  to  the  NASD  promptly
                  following execution and will notify


                                     Page 18
<PAGE>

                  Correspondent,  or cause Correspondent to be notified promptly
                  upon receipt of such approval


















                                     Page 19
<PAGE>

MADE AND EXECUTED AT Dallas THIS 31 DAY OF October, 2000.

PENSON:                         PENSON FINANCIAL SERVICES, INC.



                                By: /S/ Daniel P. Son
                                   -----------------------------------
                                   Daniel P. Son, President
                                   1700 Pacific Avenue, Suite 1400
                                   Dallas, Texas 75201

CORRESPONDENT:

INDIVIDUAL:                        -----------------------------------
                                   [Signature]

                                   -----------------------------------
                                   [Print name]

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

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


ENTITY:                            RUSHMORE SECURITIES CORP.
                                   -----------------------------------
                                   [Name]

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

                                By: /s/ Robert L. Waggoner
                                   -----------------------------------

                                Its:  President
                                   -----------------------------------

                                      13355 Noel Rd., Suite 300
                                   -----------------------------------
                                   [Address]

                                      Dallas, TX 75240
                                   -----------------------------------








                                    Page 20
<PAGE>

GUARANTEE: The undersigned  individual(s) or corporation hereby guarantee(s) the
obligations  of  Correspondent  under the Agreement as provided in Section 17 of
the Agreement.

CORPORATE GUARANTOR:               RUSHMORE FINANCIAL GROUP, INC.
                                   -----------------------------------
                                   [Name of Corporation]

                                By: /s/ D.M. (Rusty) Moore, Jr.
                                   -----------------------------------

                                Its:  Chairman & CEO
                                   -----------------------------------

                                      13355 Noel Rd., Suite 300
                                   -----------------------------------
                                   [Address]

                                      Suite 650
                                   -----------------------------------

                                      Dallas, TX 75240
                                   -----------------------------------











                                     Page 21
<PAGE>

                                   SCHEDULE A

    To Clearing Agreement Between Penson Financial Services, Inc. ("Penson")
             and Rushmore Securities Corporation. ("Correspondent")

This Schedule A shall be effective for transactions  beginning  October 24, 2000
The required  clearing  deposit of  Correspondent  as of the date of adoption of
this Schedule A pursuant to Section 9 of the Agreement  shall be 25,000.00.  The
parties hereto agree that Penson's charges for services to Correspondent  and/or
Correspondent's Customers shall be as follows:

Customer Transactions (Retail Tickets)

        Listed Equities                 $18.00 per ticket plus Floor Brokerage

                Floor Brokerage
                        Non billable                    0.5 cents per share
                        Billable                        1.375 cents per share

        Listed Bonds                    $20.00 per ticket plus $1.50 per bond

        Listed Options                  $18.00 plus $.75 per contract

        OTC Equities                    $18.00 per ticket

        Municipal Bonds                 $20.00 per ticket

        OTC Corporate Bonds             $20.00 per ticket

        U.S. Treasuries &               $20.00 per ticket
          Agencies

        All Other Securities            $20.00 per ticket

Clearing charge  reduction on customer  trades,  excluding mutual funds (monthly
count):

        500-999  tickets                $ 1.50 per ticket
        1,000-2,000  tickets            $ 3.00 per ticket
        2,000 - 3,000 tickets           $ 5.00 per ticket
        Over 3,000 tickets              $ 6.00 per ticket

Inventory Transactions (Dealer Tickets)

         All  transactions  between another broker dealer and a  correspondent's
inventory are $8.50 per ticket.




                                    Page 22
<PAGE>

Mutual Funds (includes UITS)

         Mutual  fund  ticket  charges  are  based  upon the  principal  dollars
involved in the transaction, in accordance with the following schedule:

                     Principal               Ticket charge
                     $0 - 2,000              $3.50
                     $2 - 5,000              $6.50
                     $5 - 25,000             $10.00
                     $25,000 - 75,000        $15.00
                     Over $75,000            $20.00

Active Day Trading Transactions:

Internet and active day trading  transactions will be determined by the software
used by the  Customer.  Active day  trading  transactions  will be  executed  by
Customers  using the Level II execution  platform  developed  by  Correspondent.
Active day trading transactions in OTC and listed equities will be charged $3.25
per ticket,  adjusted for volume in accordance with the following schedule, plus
floor  brokerage,  if applicable,  in accordance  with the above floor brokerage
rates:

Volume discounts (tickets per day)

      2,001-3,000 tickets               $0.25 per ticket
      3,001-4,000 tickets               $0.50 per ticket
      4,001-5,000 tickets               $0.75 per ticket
      5,001-6,000 tickets               $0.85 per ticket
      6,001-7,000 tickets               $0.95 per ticket
      7,001-8,000 tickets               $1.05 per ticket
      8,001-9,000 tickets               $1.15 per ticket
      9,000-9,999 tickets               $1.25 per ticket
      Over 9,999  tickets               $1.35 per ticket

Note #1: For the purposes of this section,  OTC active day trading  tickets will
be defined in the following fashion:

         1. Total OTC shares for the month will be determined, with transactions
         in excess of 1,000  shares  counting  as only 1,000  shares  toward the
         total.
         2. Total OTC shares will be divided by 1,000, to determine adjusted OTC
         tickets.

Note #2: If the  average  share per OTC trade is less than 750,  there will be a
$1.00 per ticket  charge for the excess  trades,  which shall be  determined  by
subtracting 75% of the actual trades from the adjusted trade total.

Option  transactions in active day trading accounts will be $10 per ticket, plus
floor brokerage as defined above.  All other  transactions in active day trading
accounts  will be  charged  at the same  rate as  retail  transactions.  For the
purposes of calculating  tickets per month for the various  discount  schedules,
adjusted  active  daytrading  tickets  and retail  tickets  as well as  internet
tickets will be agreggated for discount purposes.


                                     Page 23
<PAGE>

Internet Transactions

Internet and active day trading  transactions will be determined by the software
used by the Customer  Internet  transactions will be executed by Customers using
the retail browser based software platform developed by Correspondent

   Listed Equities         $4 per ticket plus floor brokerage as defined above
   Listed Options          $4 per ticket plus floor brokerage as defined above
   OTC Equities            $4 per ticket

Clearing charge reduction on Internet equity and option trades (monthly count)

                5,000 - 10,000  tickets         $1.00 per ticket
                10,001 - 15,000  tickets        $1.50 per ticket
                15,001 - 20,000 tickets         $2.00 per ticket
                Over 20,000  tickets            $2.50 per ticket

        All other securities            Charged as retail customer transactions

Transactions of syndicate orders through Penson:

        With customers:    7% of the  selling  group's  gross  shall be charged,
                           with a minimum of 3 cents per share,  in  addition to
                           the ticket clearing charge.

Interest Rebates:

         Penson will pay  correspondent  fifty basis  points on average  monthly
debit  balances   charged  the  Penson   standard   margin  interest  rate.  Any
increases/decreases in this rate will be added to/taken from the correspondent's
fifty basis points.

         Penson will pay correspondent on average money fund balances  according
to the following schedule:

        0 - 10 million in average balances      15 basis points
        10 - 20 million in average balances     20 basis points
        over 20 million in average balances     25 basis points

Minimum clearing charges:

         $2,500.00 per month based on the previous 6 months' average

ADDITIONAL CHARGES WILL BE BILLED AS FOLLOWS:
144 Sales:                      $35.00 surcharge
Accommodation Transfers:        $10.00 plus certificate fees



                                     Page 24
<PAGE>

Automated Customer Account Transfer
(ACAT):                             $ 5.00 per account transferred from Penson

Cancels & Corrections:              $10.00 per confirmation

Certificate Charges:                At cost

Foreign Securities:                 Transfer fees and transaction fees at cost.

Government Bond Fee:                A $15.00  miscellaneous  fee will be charged
                                    to the  customer  on all  purchase  and sale
                                    transactions  of government  and  government
                                    backed   securities,   other  than  treasury
                                    bills.  A  $5.00  fee  will  be  charged  on
                                    treasury  bill  transactions.  DVP  accounts
                                    will have  these  fees  added to the  ticket
                                    charge.

Legal Deposits:                     $10.00 per item

Postage & Handling:                 $2.00 per confirmation (charged to customer.
                                    This charge does not apply to DVP accounts.)

Prepays on Customer Trades:         $10.00 plus interest to settlement date.

Reg "T" Extension:                  $10.00  per  request  plus   interest   from
                                    settlement date until paid

Reorg Items and Tenders:            $15.00 per item per account

Research & Statement Copies:        $15.00 per hour with a minimum of one hour

Returned Checks:                    $20.00 plus interest from the earlier of the
                                    settlement date or date of deposit.

Safekeeping Charge:                 Customer  accounts  with  securities  in the
                                    account,  and  with  less  than  two  trades
                                    during a calendar year, will be subject to a
                                    $25.00 charge.

Securities Purchase against Non-
Cleared Funds:                      Interest on balance

Taxpayer ID Penalties               At cost

Transfer Fees                       At cost

Wire Funds:                         $15.00

IRA Accounts:                       Annual  fee waived  subject to Penson  being
                                    able    to    make    corresponding    money
                                    market/credit  balance  %  rate  adjustments
                                    necessary to be cash flow neutral to Penson.



                                     Page 25
<PAGE>

                                   SCHEDULE B

    To Clearing Agreement Between Penson Financial Services, Inc. ("Penson")
             and Rushmore Securities Corporation. ("Correspondent")

PLEASE SEE ATTACHED  LIST OF REPORTS  PROVIDED BY PENSON TO  CORRESPONDENTS  FOR
COMPLIANCE AND SUPERVISORY PURPOSES.

















                                    Page 26

<PAGE>


                                Sungard Reports
                                ---------------

These reports are emailed daily to our  correspondents,  unless otherwise noted.
If a correspondent  does not generate any  information for a report,  the report
will not be emailed out for that day.

RPTO19 - TD Daily RR Blotter
This  report  displays  gross  and net  commissions  to the  correspondents.  It
displays all daily trades and commission adjustments,  with commission totals by
office/registered  representative,  and firm. It shows gross and net commissions
for the day,  month to date,  and year to date. It a1so shows the  month-to-date
and  year-to-date  trade counts by commission  category.  If a commission is not
entered  on the  Trade  Entry  or  Order  Entry  screen,  a  commission  program
determines the commission  categories.  In addition to displaying  trade detail,
such as trade date, trade number,  and account number, the report also shows the
percentage of payout and an indicator  that the trade was processed with a split
representative.

RPTO4l - Customer Money Line
This report  provides the  correspondents  with  information  about  current and
future customer balances. It displays, in office/registered representative order
within account number order,  trade and settlement  date balances,  free cash in
the  account,  money fund  balance  (only if account has a balance on the PHASE3
system),  the SMA in the margin account,  and the total of dividends credited to
the account  but held in the check  file.  In  addition,  it displays  projected
settlements,  which include the net amount of trades  settling  tomorrow and the
day after tomorrow.

RPTO44 - Customer Cash Balance Summary
This report provides the sales force with information  about customer  balances.
It displays,  in  office/registered  representative  order within account number
order, trades and settlement date balances, available cash in the account, money
fund balance (all  balances  even if there is no balance on PHASE3),  the SMA in
the margin account,  and the total of dividends credited to the account but held
in the  check  file.  It also  includes  column  totals,  as well as  totals  by
registered representative,  office, and a grand total. It shows office and grand
totals on  separate  pages.  Additionally,  the report  totals  debit and credit
interest accounts by account type, by registered  representative,  and by office
and grand  total.  The debit  column  lists  accounts  as  unsecured,  partially
secured, partially unsecured, or secured.

RPTO73 - Requirement Report
This report shows, in  office/registered  representative  order,  which accounts
have a requirement  such as money due,  securities due, or fed call. It displays
trade, settle and free balances,  credit interest amount, margin account, market
value, and margin fee cash. For Money Fund  subscribers,  if the system tried to
sweep money the previous  day,  the report shows the amount.  If the account has
sold  securities  in the cash  account that are held in the margin  account,  an
asterisk (*) appears in the MG column.

RPT169 - Trade Date Inventory
This report lists by trade date the  inventories,  their trades and positions at
the end of the day.

RPT202 - Cash/Securities Due Report

                                    Page 27
<PAGE>

This report details all trade-related fails in the customer account number range
for all non-DVP  accounts  Fields  determine  when fails  should  appear  ("S-O"
through "S-3") and the frequency (daily, weekly, or monthly) of the report. Note
that:
S-3 = settlement date - 3 business days
S-2 = settlement date - 2 business days
S-1 = settlement date - 1 business day
S-O = settlement date

RPT313 - Weekly Required Documents
This is a weekly  report  (run on  Friday  night)  which  lists,  in  registered
representative and account number order, the required  agreements/documents owed
to your firm by a customer. A page break separates registered representatives.

RPT325 - SD Monthly Clearing Fee Blotter
This report is created at settlement date end of month.  It displays,  in office
and entity order, all trades and correspondent  payout  information for accounts
associated  with a  correspondent.  The  report  provides  totals by office  and
entity, as well as a firm total.

RPT519 - TD Clearing  Fee Blotter
This  daily  report  lists  all  trades  and  payout  information  for  accounts
associated with a  correspondent.  It lists all trade date  correspondent  trade
information, which is then totaled by commission income category within  office,
and then within entity. Firm grand totals also appear.

RPT682 - Daily Activity Report
Grouped by buys and sells,  and listed in symbol  order,  this report  shows all
orders  entered  and/or  executed  in the system the  previous  day.  It details
quantity,  price,  order  date  and  number,  time  of  entry,  account  number,
registered  representative  number, short name, time in  force, the  destination
order, and execution,  as well as any action taken, whether executed,  canceled,
rejected, nothing done, or added to the GTC file.

                                 Penson Reports

These reports are emailed out daily and are Daytrading reports, unless otherwise
noted.

PFSOO1 - SEC Fees
This  branch  report  will give a daily list of SEC Fees charged.  The fee total
includes any past trades that are run on that date.

PFSOO2 - Production Statistics Report
This is a daily branch report that also gives month to date infom1ation based on
trade date month.  It displays Gross Commission Number of Trades,  Trade Average
and  Number of Shares.  Please  note  the  Number of Trades is  computed  by the
Number of Shares divided by 1000.

PFSO03 - Shortlist
This list will display all stocks that are shortable and the amounts. If a stock
would  like to be added  to the  list,  you  must  contact  the  Short  Approval
Department.

PFSO04 - Account Summary Report

                                    Page 28
<PAGE>

This report  separates each customer account with a page break. It displays Fees
Summary and Trade Summary.

PFS006 - ECN Charges
This is a branch report that breaks down the charges for the different  ECNs for
the previous day and the reporting  period.  This report also lists the SOES and
SNET information. The reporting period is for the trade date month.

PFS009 - Combined Hedge Report
This report shows each account's equity, market value,  maintenance requirement,
maintenance  excess,  buying power and overnight buying power. It will also show
the positions held overnight in the account. This report does not reflect equity
for type 1 positions held overnight.

PFSO13 - Daytrader Buying Power Summary Report
This is a branch report that shows the same  information as the PFS009,  without
the positions.

PFS024 - Customer Equity Summary
This branch  report will show the total equity in the account based on the Trade
Date Cash Balance and the Market Value.  The balances in the  different  account
types will be displayed individually.  The type codes are  1 - cash, 2 - margin,
3 - short, C - credit interest, and M - Money Market.

PFS043 - Confirmations
This is the trade  confirmation for each account.  This  confirmation also shows
any trades from a previous day that are cancelled,  corrected or entered. A copy
of this  confirmation is mailed to the customers.

PFS055 - Position Report
This reports shows each accounts overnight  positions.  It will also display the
account type, the Unhedged Quantity and the Unhedged Market Value.

PFS056 - Special Call Report
This report is a daily report that shows the overnight maintenance  requirements
for Internet  Stocks and the calls they  generate.  This is only  applicable  in
accounts  where the market value of Internet  Stocks exceeds the total equity in
the account. This report is for both Traditional and Daytrading offices

PFS060 - Confirmations (No Cover)
This is a copy of the trade confirmation  without the cover page of the customer
information.

PFS061 - Margin Report
This report shows each  account's  trades and the call generated for each trade.
It will also show the  biggest  Daytrading  Call and the  ending  Reg T Call (if
applicable).


U/Procedures Manual/Sungard Reports


                                     Page 29
<PAGE>

               AMENDMENT TO THE FULLY DISCLOSED CLEARING AGREEMENT
                                     BETWEEN
                         PENSON FINANCIAL SERVICES. INC
                                       AND
                                GRO CORPORATION
                                ---------------
                             (Name of Correspondent)


This is an  Amendment  dated  November  16,  1999,  ("Amendment")  to the  Fully
Disclosed Clearing Agreement  ("Agreement")  between Penson Financial  Services,
Inc., and GRO Corporation name of Correspondent)

                                   BACKGROUND
                                   ----------

In light of recent  comments  from the NASD  regarding the treatment of clearing
deposits  as an  allowable  asset for  purposes  of  calculating  net capital of
correspondent Broker/Dealers,  revisions have been made to certain provisions of
the Agreement to incorporate these comments.

As such the following  provisions of the Agreement are hereby amended to read as
follows (revisions are noted in bold print)



9.       DEPOSIT

         Contemporaneously  with the  signing of this  Agreement,  Correspondent
will deliver cash or securities to Penson,  as specified in Schedule A attached,
for deposit in an account maintained by Penson (the "Deposit Account") If at any
subsequent time Penson, in its sole discretion,  requires an additional deposit,
Correspondent  will deposit additional cash or securities in an amount specified
by Penson.  Instead of making such additional deposit,  Correspondent may reduce
Correspondent's  business volume or modify the nature of the securities involved
in the Correspondent's transactions ("business mix") as specified by Penson. Any
failure by Penson to demand  compliance with the requirement that  Correspondent
either deposit additional amounts or modify  Correspondent's  business mix shall
not  act  as  a  waiver  of  Person's  right  to  demand  compliance  with  such
requirements at any time. If the deposit is not adequately funded as required by
Penson,  Penson  may,  in addition  to all other  rights  under this  Agreement,
transfer  cash or  securities  of  Correspondent  held by Penson to the  Deposit
Account. Correspondent agrees that if Penson, at its sole discretion, determines
it to be  necessary,  Penson  shall  accept only  liquidating  transactions  for
Customer  Accounts  and that  Correspondent  will  give  notice  of such fact to
Customers.   If  such  notice  is  not  given  to  Customers  by  Correspondent,
Correspondent agrees that Penson may give such notice to Customers. Person shall
be  entitled  to set-off  against  any  deposit in addition to any and all other
nights or  remedies  Penson may have  under this  Agreement  or  otherwise.  The
deposit  will be refunded  to the  Correspondent  within  thirty (30) days after
cancellation  of the  Agreement  provided  there has been no claim  that does or
could  give  rise  to a  claim  for  indemnification  under  Section  10 of this
Agreement,  thereby  invoking the rights set forth under  Section  10(c) of this
Agreement.  Correspondent  agrees that if this  Agreement is terminated  for any
reason,  Penson may liquidate  securities deposited and deduct from such deposit
any  amounts  Correspondent  owes  Penson  because  of  failure  to meet  any of
Correspondent's obligations under this Agreement.


19.      PAIB PROVISION

         (i)      Clearing Deposits. Clearing deposits required to be maintained
                  at  Penson  may be  included  as  debits  in the PAIB  reserve
                  computation  to the extent the percentage of the deposit which
                  is based upon Penson's  aggregate  deposit  requirements  that
                  relates to the

<PAGE>

                         ANTI-MONEY LAUNDERING ADDENDUM
                    TO THE FULLY DISCLOSED CLEARING AGREEMENT

         This  Anti-Money  Laundering  Addendum  (the  "Addendum)  to the  Fully
Disclosed  Clearing  Agreement  entered  into by and  between  Penson  Financial
Services,   Inc.   ("Penson")  and  GRO  Corporation   ("Correspondent"),   (the
"Agreement")  is  entered  into July 11,  2002 by and  between  the  undersigned
parties to establish the delegation of  responsibilities  in compliance with the
US requirements of anti-money  laundering regulatory rules passed in furtherance
of the USA Patriot Act.

         In  consideration  of the  mutual  promises  contained  herein  and the
consideration  for the  Agreement,  the parties hereto agree to amend and revise
the Agreement as follows:

         1.       Anti-Money Laundering.


                 (a) Penson and  Correspondent  agree to conduct  business  only
with clients who are engaged in legitimate and lawful  business  activities,  to
engage in  financial  transactions  using  funds that are derived  solely  froze
lawful  activities and legitimate  sources,  and not to have  involvement in any
activity that facilitates  money laundering or the funding of terrorist or other
criminal  activities.  Penson and Correspondent will each comply with applicable
anti-money  laundering  laws,   including  relevant  provisions  in,  and  rules
promulgated  pursuant to, the U.S. Criminal Code (18 U.S.C.  ss.ss. 1956, 1957),
the Bank Secrecy Act and the USA Patriot Act.

                 (b) Penson and  Correspondent  each represent that they have in
place an  anti-money laundering  compliance  program  based on the laws of their
respective jurisdictions, and further agree to provide, each party to the other,
a copy of such program.

                 (c) Penson and Correspondent agree to allocate their anti-money
laundering  responsibilities,  with  regard  to  the  fully  disclosed  clearing
arrangement between Penson and Correspondent, in the following manner:

                    (1)   Know Your Customer
                          ------------------

                          a)  Correspondent  shall be responsible  for obtaining
and maintaining adequate information  regarding customers for whom it introduces
trades to  Penson.  Such  information  shall  include,  but not be  limited  to,
verifying client identity,  performing  background and credit checks of clients,
assuring  that  clients are not  prohibited  under the Patriot Act (e.g. foreign
shell banks),  and, on a regular basis,  consulting  lists of known or suspected
terrorists or terrorist organizations  maintained by U.S. government agencies to
determine  whether a person seeking to open an account,  or a person for whom an
account is maintained, appears on such lists. 1


___________________
1 The following  websites and any lists maintained  thereon should be considered
Office of  Foreign  Asset  Control  ("OFAC") - www  ustreas.gov/ofac;  Financial
Crimes Enforcement Network ("FinCEN") - www ustreas.gov/fincen;

<PAGE>

                          b) Penson shall be responsible for consulting lists of
known of  suspected  terrorists  or  terrorist  organizations  maintained  by US
government  agencies on a regular basis to determine whether a person seeking to
open an account, or a person for whom an account is maintained,  appears on such
lists.l

                          c) By  submitting  accounts  for opening  with Penson,
Correspondent  represents  that  all  customers  for  whom  accounts  are  being
submitted have been subject to stringent due diligence procedures as required in
(1) a) above, the identities of such customers have been verified,  and based on
Correspondent's  analysis  of  information  obtained,  such  customers  are  not
involved  in  activity  that  facilitates  money  laundering  or the  funding of
terrorist or other criminal activities.

                          d)  Correspondent  shall be required  to maintain  all
records  of the  information  used to verify a  person's  identity  in an easily
accessible place for at least two years and to make such  information  available
to Penson upon request.

                    (2)   Suspicious Activity Monitoring and Reporting

                          a) Penson shall be responsible for monitoring customer
accounts for any suspicious  transactions  that involve,  in the  aggregate,  at
least $5000 in funds or other assets. In this regard, Penson will monitor,  on a
regular basis,  among other things,  customer trades introduced by Correspondent
for clearing,  wire transfers  into accounts  maintained on behalf of customers,
and the  deposit of and  withdrawal  from  customer  accounts  of funds or other
assets.

                          b) Correspondent shall notify Penson of any suspicious
transactions  it detects or of which it is aware with respect to the accounts of
customers for whom it introduces transactions to Penson.

                          c) Penson  shall be  responsible  for filing  with the
Department of Treasury any resulting  Suspicious Activity Reports as required by
the Patriot Act. Such reports will be filed pursuant to the relevant  procedures
set forth in Penson's anti-money laundering compliance program.

                          d) Penson  shall be  responsible  for filing  with the
Internal Revenue Service joint FinCEN/IRS forms, as required by the Patriot Act,
with respect to  transactions in which it receives more than $10,000 in currency
or coins,  Such reports will be filed  pursuant to the relevant  procedures  set
forth in Penson's anti-money laundering compliance program.

                    (3)   Information Sharing

                          a) Penson shall be responsible  for  establishing  and
maintaining  information-sharing  procedures  to  provide  for  the  sharing  of
information between Penson and Correspondent as necessary to identify and report
activities that may involve terrorist activities or money laundering activities.





________________________________________________________________________________
Financial Action Task Force on Money Laundering ("FATF") - www oecd.org/fatf and
the Securities and Exchange Commission ("SEC") (www sec.gov).

<PAGE>

                          b)  Correspondent  shall  agree  to  comply  with  the
requirements set forth in the information-sharing procedures developed by Penson
pursuant to (3)a).

          2. To the extent this Addendum shall be deemed to be inconsistent with
  any terms or  conditions  of the  Agreement  or any  exhibits  or  attachments
  thereto, the terms of this Addendum shall govern.

                 IN WITNESS WHEREOF, each of the undersigned hereby acknowledges
having read this  Addendum,  understands  and consents to be bound by all of its
terms, and agrees it shall become effective the 11 day of July, 2002.

PENSON:                                 PENSON FINANCIAL SERVICES, INC.



                                        By:  /S/ Daniel P. Son
                                            ------------------------------------
                                            Daniel P. Son, President
                                            1700 Pacific Avenue, Suite 1400
                                            Dallas, Texas 75201


CORRESPONDENT:

INDIVIDUAL:                                   /S/ Robert P. Ross, Jr.
                                             -----------------------------------
                                             [Signature]

                                                Robert P. Ross, Jr.
                                             -----------------------------------
                                             [Print name]

                                             3000 Weslayan St.
                                             -----------------------------------
                                             [Address]

                                             Houston, TX 77027
                                             -----------------------------------


ENTITY:                                      GRO Corporation
                                             -----------------------------------
                                             [Name]

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

                                        By:   /S/ Robert P. Ross, Jr.
                                             -----------------------------------

                                        Its:  Chairman & CEO
                                             -----------------------------------
                                              3000 Weslayan St.
                                             -----------------------------------
                                             [Address]
                                               Houston, TX 77027


<PAGE>

                                   SCHEDULE A

    To Clearing Agreement Between Penson Financial Services, Inc. ("Penson")
             and Rushmore Securities Corporation. ("Correspondent")

This Schedule A shall be effective for transactions  beginning  January 1, 2002.
The required  clearing  deposit of  Correspondent  as of the date of adoption of
this Schedule A pursuant to Section 9 of the Agreement  shall be $50,000.00  The
parties hereto agree that Penson's charges for services to Correspondent  and/or
Correspondent's Customers shall be as follows:

Customer Transactions (Retail Tickets)

         Listed Equities                $18.00 per ticket plus Floor Brokerage

                Floor Brokerage
                        Non billable            0.5 cents per share
                        Billable                1.375 cents per share

        Listed Bonds                    $20.00 per ticker plus $1.50 per bond

        Listed Options                  $18.00 plus $.75 per contract

        OTC Equities                    $18.00 per ticket

        Municipal Bonds                 $20.00 per ticket

        OTC Corporate Bonds             $20.00 per ticket

        U.S. Treasuries &               $20.00 per ticket
            Agencies

        All Other Securities            $20.00 per ticket

Clearing charge  reduction on customer  trades,  excluding mutual funds (monthly
count):

        500-999 tickets                 $ 1.50 per ticket
        1,000-2,000 tickets             $ 3.00 per ticket
        2,000-3,000 rickets             $ 5.00 per ticket
        Over 3,000 tickets              $ 6.00 per ticket

Inventory Transactions (Dealer Tickets)

         All  transactions  between another broker dealer and a  correspondent's
inventory are $8.50 per ticket.

<PAGE>

Mutual Funds (includes UITS)

         Mutual  fund  ticket  charges  are  based  upon the  principal  dollars
involved in the transaction, in accordance with the following schedule:

               Principal               Ticket charge
               $0 - 2,000              $3.50
               $2 - 5,000              $6.50
               $5 - 25,000             $10.00
               $25,000 - 75,000        $15.00
               Over $75,000            $20,00

Active Day Trading Transactions

         Active day trading  transactions will be charged in accordance with the
following schedule, plus floor brokerage, if applicable,  in accordance with the
floor brokerage rates defined above:

         OTC and listed equity  transactions

        0 - 150 million shares per month                $0.00200 per share
        150 to 200 million shares per month             $0.00190 per share
        Over 200 million shares per month               $0.00180 per share

        With a $0.50 per ticket minimum, and a $5 per ticket maximum

Option  transactions  in active day trading  accounts  will be $2.50 per ticket,
plus floor  brokerage as defined  above.  All other  transactions  in active day
trading accounts will be charged at the same rate as retail transactions.


Internet Transactions

Internet and active day trading  transactions will be determined by the software
used by the Customer.  Internet transactions will be executed by Customers using
the retail browser based software platform developed by Correspondent.

Listed Equities         $4 per ticket plus floor brokerage as defined above
Listed Options          $4 per ticket plus floor brokerage as defined above
OTC Equities            $4 per ticket

Clearing charge reduction on Internet equity and option trades (monthly count)

            5,000 - 10,000  tickets         $1.00 per ticket
            10,001 - 15,000 tickets         $1.50 per ticket
            15,001 - 20,000 tickets         $2.00 per ticket
            Over 20,000 tickets             $2.50 per ticket

<PAGE>

        All other securities             Charged as retail customer transactions

Transactions of syndicate orders through Penson:

         With customers:            7% of the  selling  group's  gross  shall be
                                    charged,  with  a  minimum  of 3  cents  per
                                    share,  in addition  to the ticket  clearing
                                    charge.

Interest Rebates:

         Penson will pay  Correspondent  fifty basis  points on average  monthly
debit  balances   charged  the  Penson   standard   margin  interest  rate.  Any
increases/decreases in this rate will be added to/taken from the correspondent`s
fifty basis points.

         Penson will pay Correspondent on average money fiend balances according
to the following schedule:

               0 - 10  million in average balances     15 basis points
               10 - 20 million in average balances     20 basis points
               over 20 million in average balances     25 basis points

Minimum clearing charges:

         $2,500.00 per month based on the previous 6 months' average

ADDITIONAL CHARGES WILL BE BILLED AS FOLLOWS:

144 Sales:                          $35.00 surcharge

Accommodation Transfers:            $10.00 plus certificate fees

Automated Customer Account Transfer
(ACAT):                             $5.00 per account transferred from Penson

Cancels & Corrections:              $10.00 per confirmation

Certificate Charges:                At cost

Foreign Securities                  Transfer fees and transaction fees at cost.

Legal Deposits:                     $10.00 per item

Postage & Handling:                 $2.00 per confirmation (charged to customer.
                                    This charge does not apply to DVP accounts.)


<PAGE>

Prepays on Customer Trades          $10.00 plus interest to settlement date.

Reg "T" Extension:                  $10.00 per request plus interest from
                                    settlement date until paid

Reorg Items and Tenders:            $15.00 per item per account

Research & Statement Copies:        $15.00 per hour with a minimum of one hour

Returned Checks:                    $20.00 plus interest from the earlier of the
                                    settlement date or date of deposit.

Safekeeping Charge:                 Customer accounts with securities in the
                                    account, and with less than two trades
                                    during a calendar year, will be subject to a
                                    $25.00 charge.
Securities Purchase against Non-
Cleared Funds:                      Interest on balance

Taxpayer ID Penalties               At cost

Transfer Fees                       At cost

Wire Funds:                         $15.00






      Penson Financial Services:               Rushmore Securities Corp:

                                                 /S/ Tom Fincher
   --------------------------------        --------------------------------
          Phil Pendergraft                           Tom Fincher