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                                  EXHIBIT 10.36

                               CLEARING AGREEMENT

This Clearing  Agreement  ("Agreement") is effective as of October 1, 2004, (the
"Commencement  Date"),  between Fiserv Securities,  Inc., a Delaware corporation
(hereinafter  referred  to as the  "Clearing  Agent")  and  National  Securities
Corporation,   a  Washington   corporation   (hereinafter  referred  to  as  the
"Introducing Firm").

         In  consideration  of the mutual  covenants  hereinafter  set forth and
other  good  and  valuable  consideration,   the  receipt  of  which  is  hereby
acknowledged,  and  intending to be legally  bound,  the parties  hereto  hereby
covenant and agree as follows:

I.       Clearing Agent.

         1.  Services to be Performed by the  Clearing  Agent;  Covenants of the
Clearing Agent.

                 a.  Execution.  The Clearing Agent shall execute orders for the
                 Introducing  Firm's  proprietary  accounts and customers  whose
                 cash or margin  accounts  have been  accepted  by the  Clearing
                 Agent (hereinafter referred to as "Introduced  Accounts").  The
                 Clearing Agent will execute only those orders that are properly
                 and timely  transmitted by the Introducing Firm to the Clearing
                 Agent and accepted by the Clearing Agent.

                 b. Confirmations.  The Clearing Agent will generate and prepare
                 trade  confirmations  of each  purchase or sale for each of the
                 Introduced  Accounts.  Unless the Clearing Agent is notified by
                 Introducing  Firm to the  contrary,  the  Clearing  Agent shall
                 deliver such confirmations to the Introduced  Accounts.  If the
                 Introducing   Firm   elects   to  mail   trade   confirmations,
                 information  will be  transmitted by the Clearing Agent via its
                 communication  network  in  order to  effect  the  printing  of
                 confirmations at a location designated by the Introducing Firm.
                 If so  agreed  by  the  customer,  such  confirmations  may  be
                 provided to the customer via electronic means.

                 c.  Statements.  The  Clearing  Agent  will  prepare  and  have
                 delivered  the  summary   monthly   statements   (or  quarterly
                 statements  if no activity  in any  Introduced  Account  occurs
                 during any month covered by such statement) to every Introduced
                 Account.  No statements  will be prepared by the Clearing Agent
                 with respect to an Introduced Account in which there is no cash
                 balance or  security  position  and in which  there has been no
                 other  activity  since  the  date of the  last  statement.  The
                 Introducing  Firm may mail or otherwise  deliver or arrange for
                 the generation and mailing or other delivery of such statements
                 with the concurrence of the Clearing Agent. If so agreed by the
                 customer,  such  statements may be provided to the customer via
                 electronic means.



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                  d.  Settlements.  The Clearing Agent will settle contracts and
                  transactions in securities  (including  options to buy or sell
                  securities):  (i)  between  the  Introducing  Firm  and  other
                  brokers and dealers; (ii) between the Introducing Firm and the
                  Introduced  Accounts;  and (iii) between the Introducing  Firm
                  and  persons  other  than  the  Introduced  Accounts  or other
                  brokers and  dealers.  For the purposes of the  Agreement  the
                  term  "securities"   includes  stocks,  bonds,  notes,  listed
                  options,  commercial  paper and such other  instruments as the
                  Introducing  Firm  may  designate  with  the  consent  of  the
                  Clearing Agent and excludes commodities.

                  e.   Cashiering.   The  Clearing  Agent  will  engage  in  all
                  cashiering  functions for the Introduced  Accounts,  including
                  the receipt,  delivery and transfer of  securities  purchased,
                  sold, borrowed and loaned,  receiving and distributing payment
                  therefor,  holding in custody and  safekeeping  all securities
                  and cash so  received,  the handling of margin  accounts,  the
                  receipt and distribution of dividends and other distributions,
                  and the  processing  of  exchange  offers,  rights  offerings,
                  warrants,  tender  offers  and  redemptions.  Only  where  the
                  Clearing Agent receives dividends in its nominee name and then
                  distributes  such  dividends to  Introduced  Accounts will the
                  Clearing Agent backup  withhold on those  Introduced  Accounts
                  which do not have a  taxpayer  identification  number.  If the
                  Introducing  Firm so elects,  the  cashiering  functions  with
                  respect  to the  receipt  of  securities  and the  making  and
                  receiving  of  payment  therefor  may be  relinquished  to the
                  Introducing Firm.

                  f. Books and Records.  The Clearing  Agent will  construct and
                  maintain  prescribed  books and  records  of all  transactions
                  executed or cleared  through it, in accordance with Section 17
                  of the Securities  Exchange Act of 1934 (the " Exchange Act"),
                  including  a  daily  record  of  required   margin  and  other
                  information required by regulations and the stated policies or
                  practices  of any  securities  exchange of which the  Clearing
                  Agent is a member (the "Standards").

                  g. Lost Securities - Notice. The Clearing Agent, when notified
                  by  the   Introducing   Firm,   will  notify  the   Securities
                  Information  Center  ("SIC"),  regarding  any lost,  stolen or
                  missing  securities.  Any written notice will be made on forms
                  prescribed by the SIC.

                  h. Tax  Reporting.  The Clearing  Agent will prepare  required
                  annual  dividend and  distribution  information on appropriate
                  IRS  Form  1099  and  any  other  information  required  to be
                  reported by federal tax laws, rules or regulations solely with
                  respect  to  activity  in the  Introduced  Accounts  occurring
                  subsequent to the effective  date of this  Agreement and prior
                  to the  termination  hereof.  Such reports shall be processed,
                  handled and mailed at the  Introducing  Firm's  expense by the
                  Clearing Agent to the Introduced Accounts.



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                 i. Account Transfer.  Pursuant to written notification received
                 by the  Introducing  Firm and forwarded to the Clearing  Agent,
                 any  account of the  Introducing  Firm may choose to reject the
                 services to be performed by the Clearing Agent pursuant to this
                 Agreement  and thus choose not to be serviced as an  Introduced
                 Account  pursuant  hereto.  Upon  notice  from  another  member
                 organization that an Introduced Account intends to transfer his
                 account  thereto,   the  Clearing  Agent  shall  expedite  such
                 transfer and shall have the sole and  exclusive  responsibility
                 for  compliance  with  Rule 412 of the  Rules  of the  Board of
                 Governors of the New York Stock  Exchange,  Inc.  ("NYSE") (the
                 "Rules").

                 j. Rule 382. The Clearing  Agent shall provide the  Introducing
                 Firm with the  "exception-type"  reports  described in Rule 382
                 (e)(1) of the Rules and Clearing Agent  otherwise  shall comply
                 with its obligations under Rule 382.

                 k. Option Prospectus.  Prior to accepting for entry the initial
                 order to buy  options or to sell  covered  call  options for an
                 Introduced  Account,  the  Clearing  Agent  shall send or shall
                 cause  to  have  sent  to  the  Introduced  Account  a  current
                 prospectus or other disclosure document of the Options Clearing
                 Corporation together with any effective supplements thereto.

                 l.  Accounts.  The  Clearing  Agent shall carry all  Introduced
                 Accounts in the name of the  Introducing  Firm's  customer with
                 the  notation  on its  new  account  applications,  monthly  or
                 quarterly  statements and/or confirmations that such Introduced
                 Accounts are carried by the Clearing Agent and were  introduced
                 by the Introducing Firm. Inadvertent omission of such notations
                 shall not be deemed to  constitute a breach of this  Agreement.
                 Copies  of  sample  or  suggested  forms  covering  all  of the
                 foregoing  shall  be  furnished  by the  Clearing  Agent to the
                 Introducing  Firm.  For  purposes  of the  Securities  Investor
                 Protection  Act and the financial  responsibility  rules of the
                 U.S. Securities and Exchange Commission ("SEC"), the Introduced
                 Accounts are Introduced  Accounts of the Clearing Agent and not
                 the Introducing  Firm. For all other  purposes,  the Introduced
                 Accounts   are  deemed  to  be   Introduced   Accounts  of  the
                 Introducing Firm and not the Clearing Agent.

                 m. Proxy  Statements.  The Clearing  Agent shall send, or shall
                 cause to be sent,  directly  to an  Introduced  Account,  proxy
                 statements  received  by or on  behalf  of the  Clearing  Agent
                 relating to securities  beneficially  owned by such  Introduced
                 Account  but  held  of  record  by the  Clearing  Agent  or its
                 nominee.

                 n. Customer  Complaints.  In order for the Introducing  Firm to
                 carry  out  its  functions  and  responsibilities   under  this
                 Agreement, the Clearing Agent will promptly forward any written
                 customer  complaint  received regarding the Introducing Firm or
                 its    associated    persons    relating   to   functions   and
                 responsibilities  allocated to the Introducing  Firm under this
                 Agreement to (i) the Introducing Firm; and (ii) the Introducing
                 Firm's designated examining authority.  The Clearing Agent will
                 also notify the customer who sent the written  complaint that a
                 copy of such  complaint was  furnished to both the  Introducing
                 Firm and the Introducing Firm's designated examining authority.



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                 o.  Prospectus.  If the  Introducing  Firm so elects,  and upon
                 specific notice given to the Clearing Agent, the Clearing Agent
                 shall comply with any and all prospectus delivery  requirements
                 relating to prospectuses to be provided to Introduced Accounts.

                 p. SAS 70  Reports.  Upon  written  request of the  Introducing
                 Firm,  Clearing  Agent will provide a copy of Clearing  Agent's
                 most recent SAS 70 Report.

2.               Services That Will Not be Performed by the Clearing Agent.

                 Unless  otherwise  agreed to in writing executed by the parties
                 hereto,  the  Clearing  Agent  will  not  engage  in any of the
                 following services on behalf of the Introducing Firm:

                 a. Books and Records. Accounting, bookkeeping or recordkeeping,
                 cashiering,  or any other  services  with  respect to commodity
                 transactions,   or  any  transactions  not  involving  cash  or
                 securities.

                 b. Financial Information. Preparation of the Introducing Firm's
                 payroll records, financial statements or any analysis or review
                 thereof or any recommendations relating thereto.

                 c. Disbursements.  Preparation or issuance of checks in payment
                 of  the  Introducing  Firm's  expenses,   other  than  expenses
                 incurred  by the  Clearing  Agent on behalf of the  Introducing
                 Firm pursuant to this Agreement.

                 d.  Salaries.   Payment  of  commissions,   salaries  or  other
                 remunerations  to the Introducing  Firm's salesmen or any other
                 employees  of  the   Introducing   Firm  or  payment  of  other
                 obligations incurred by the Introducing Firm.

                 e. Other Records.  Preparation  and  maintenance of any records
                 required to be prepared and maintained by the Introducing Firm.

                 f. Reports.  Preparation  and filing of reports (the "Reports")
                 with the SEC or any  state  securities  commission,  securities
                 exchange,  securities  association  or any other  regulatory or
                 self-regulatory  body or agency with which the Introducing Firm
                 is associated and/or by which it is regulated.  Notwithstanding
                 the  foregoing,  the Clearing Agent will, at the request of the
                 Introducing  Firm,   furnish  the  Introducing  Firm  with  any
                 necessary  information  and data contained in books and records
                 kept  by  the  Clearing  Agent  and  not  otherwise  reasonably
                 available  to the  Introducing  Firm  if  such  information  is
                 required  in  connection  with the  preparation  and  filing of
                 Reports by the Introducing Firm.



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                 g.  Account  Information.  Verification  of tax  identification
                 numbers,  changes  of  address  or any other  information  with
                 respect to Introduced Accounts.

                 h. New Account Information. Obtaining and verifying new account
                 information,  and  ensuring  that  such  information  meets the
                 requirements of Rule 405(1) of the Rules and any other Rules or
                 applicable Standards.

                 i.  Custody  of Certain  Securities.  Holding  for  safekeeping
                 (other than in  connection  with its  execution  of an order to
                 sell securities  and/or  securities that are classified as Rule
                 144  stock  and/or  restricted  stock)  the  securities  of any
                 Introduced  Account registered in the name of anyone other than
                 the nominee of the Clearing Agent.

                 j.  Supervision  and/or  Compliance.  Supervising , monitoring,
                 reviewing  and/or  commenting on or concerning  any  Introduced
                 Account,  any  transaction(s)  in or concerning  any Introduced
                 Account,  and/or  any  of  the  Introducing  Firm's  directors,
                 officers, principals, registered representatives,  contractors,
                 employees and/or agents.

                 k. Suitability.  Reviewing or commenting on the appropriateness
                 and/or suitability of or concerning any transaction,  strategy,
                 activity,  investment  advice or investment  in any  Introduced
                 Account or respecting any of the Introducing Firm's customers.

                 l.  Sales  Practices.  Supervising,  monitoring,  reviewing  or
                 commenting  on or  concerning  any  sales  activities  or sales
                 practices  of  or  by  any  of  Introducing  Firm's  directors,
                 officers, principals, registered representatives,  contractors,
                 employees or agents.

                 m. Investment Advice and/or Recommendations. Making, suggesting
                 or providing  any  investment,  strategy or  investment-related
                 advice,  suggestions or  recommendations  for or concerning any
                 Introduced Account.

3.               Clearing Agent's Representations. The Clearing Agent represents
                 and warrants as follows:

                 a. The Clearing Agent is a corporation duly organized,  validly
                 existing  and in good  standing  under the laws of its state of
                 incorporation;



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                 b. The Clearing  Agent is a member in good standing of the NYSE
                 and  the  National  Association  of  Securities  Dealers,  Inc.
                 ("NASD"),  and is duly registered as a broker/dealer  under the
                 Exchange  Act  and  the  rules  and   regulations  of  the  SEC
                 thereunder;

                 c. The  Clearing  Agent  has all the  requisite  authority,  in
                 conformity with all applicable laws and  regulations,  to enter
                 into and perform this Agreement;

                 c. The Clearing Agent is in substantial compliance with (i) the
                 capital  and   financial   reporting   requirements   of  every
                 securities  exchange  or  association  of which it is a member,
                 (ii) the capital  requirements  of the SEC, and (c) the capital
                 requirements  of  every  state in  which  it is  licensed  as a
                 broker/dealer; and

                 d. The Clearing  Agent has completed or will promptly  complete
                 the requirements imposed by Rule 382(e)(1) of the Rules in that
                 it has provided the Introducing Firm with a list of all reports
                 made available by the Clearing Agent to assist the  Introducing
                 Firm to supervise and monitor its Introduced  Accounts in order
                 for  the  Introducing  Firm to  carry  out  its  functions  and
                 responsibilities pursuant to this Agreement. The Clearing Agent
                 shall  retain and preserve  copies  pursuant to Rule 440 of the
                 Rules of the specific reports  requested and or supplied to the
                 Introducing  Firm or will have the capacity to either  recreate
                 copies of reports  furnished  or provide the report  format and
                 data elements  provided in the original  reports and shall give
                 written  notice on an annual  basis within 30 days of July 1 of
                 each  year  to the  Introducing  Firm of the  list  of  reports
                 offered to the Introducing Firm and specifically those actually
                 chosen or supplied as of the report date.

II.      Introducing Firm.

         1. Covenants of the Introducing Firm.

                 a. Restricted and Control Stock.  The Introducing Firm shall be
                 solely  and  exclusively  responsible  for  determining  if any
                 securities  held  in any  Introduced  Account  are  "restricted
                 securities"  or  "control   stock"  and  ensuring  that  orders
                 executed for such  securities are in compliance with applicable
                 laws, rules and regulations.

                 b. Addresses and Tax Information. The Introducing Firm shall be
                 solely and exclusively responsible for maintaining at all times
                 proper   addresses,    correct   titles   (reflecting   correct
                 ownership),   correct  tax  identification  numbers  and  other
                 information   required   by   the   Tax   Equity   and   Fiscal
                 Responsibility Act for each Introduced Account, and Introducing
                 Firm Shall communicate same to the Clearing Agent.



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                 c.  Rule  408.  The  Introducing   Firm  shall  be  solely  and
                 exclusively responsible for the handling and supervisory review
                 of any Introduced  Accounts over which the  Introducing  Firm's
                 partners,  officers or employees have discretionary  authority,
                 as required  by Rule 408 of the Rules and any other  applicable
                 laws and  regulations.  The Introducing  Firm shall furnish the
                 Clearing Agent with such  documentation with respect thereto as
                 may be requested by the Clearing Agent.

                 d. Rule  407.  The  Introducing  Firm  shall  have the sole and
                 exclusive  responsibility  for  the  handling  and  supervisory
                 review of any Introduced  Account for an employee or officer of
                 any member organization,  self-regulatory  organization,  bank,
                 trust company,  insurance company or other organization engaged
                 in the securities business, and for compliance with Rule 407 of
                 the Rules relating thereto.  The Introducing Firm shall furnish
                 the Clearing Agent with such documentation with respect thereto
                 as may be requested by the Clearing Agent.

                 e.  Conduct  of  Business  without  State   Registration.   The
                 Introducing  Firm shall be solely and  exclusively  responsible
                 for any loss, liability, damage, cost or expense (including but
                 not  otherwise  limited to fees and expenses of legal  counsel)
                 sustained  or  incurred by either the  Introducing  Firm or the
                 Clearing Agent, arising out of or resulting from any orders the
                 Introducing Firm has taken from Introduced Accounts residing or
                 domiciled in  jurisdictions  in which the Introducing  Firm was
                 not, is not or is no longer, permitted to do so.

                 f.  Payment  Responsibility.  In all  cash  accounts  and  with
                 respect to all cash  transactions,  as between the  Introducing
                 Firm and the  Clearing  Agent,  the  Introducing  Firm shall be
                 responsible  for purchases for Introduced  Accounts until final
                 payment  therefor has been received by the Clearing Agent.  The
                 Introducing  Firm  shall be  responsible  for all  sales  until
                 acceptable  deliveries to the Clearing  Agent, or to a national
                 clearing  organization  mutually  agreed  upon by the  Clearing
                 Agent and the  Introducing  Firm, of the  securities  have been
                 made.  The  Introducing  Firm shall be solely  and  exclusively
                 responsible  to the  Clearing  Agent for any loss or  liability
                 whatsoever  in the  event  any  check  or  draft  given  to the
                 Clearing Agent by any of the Introduced Accounts is returned to
                 the Clearing Agent unpaid.  The Introducing  Firm shall also be
                 solely and exclusively responsible for the payment and delivery
                 of all "when issued" or "when  distributed"  transactions which
                 the  Clearing   Agent  may  accept,   forward  or  execute  for
                 Introduced Accounts.

                 g. Order Approval or Rejection.  The Introducing  Firm shall be
                 solely and exclusively responsible for approving all orders for
                 the  Introduced  Accounts and for  establishing  procedures  to
                 ensure that such approved  orders are  transmitted  properly to
                 the Clearing Agent for execution.  The Clearing  Agent,  in its
                 reasonable business judgment,  reserves the right to reject any
                 order which the  Introducing  Firm may transmit to the Clearing
                 Agent for execution and to promptly notify the Introducing Firm
                 of such rejection.



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                 h.  Order  Review.  The  Introducing  Firm  shall be solely and
                 exclusively  responsible  for  the  supervisory  review  of all
                 orders for the  Introduced  Accounts  and shall ensure that any
                 orders and instructions  given by it or any of its employees to
                 the  Clearing  Agent  pursuant  to the terms of this  Agreement
                 shall  have been  properly  authorized  in  advance  and do not
                 create or  result in a  violation  of any  applicable  laws and
                 regulations.

                 i. Rule 405(2).  The  Introducing  Firm shall have the sole and
                 exclusive  responsibility  for  the  review  of all  Introduced
                 Accounts and for  substantial  compliance  with any supervisory
                 responsibility  under Rule 405(2) of the Rules,  including  but
                 not  otherwise  limited to  matters  involving  the  investment
                 objectives of the Introduced  Accounts,  the suitability of the
                 investments  made by the  Introduced  Accounts,  the reasonable
                 bases for recommendations made to Introduced Accounts,  and the
                 frequency of trading in the Introduced Accounts, whether or not
                 such  transactions are instituted by the Introducing  Firm, its
                 partners,  officers,  employees  or any  registered  investment
                 advisor.

                 j. Rule 342.  The  Introducing  Firm shall be  responsible  for
                 substantial  compliance with any supervisory  procedures  under
                 Rule 342 of the Rules and, to the extent applicable,  any other
                 provisions of any applicable  laws and  regulations,  including
                 but not otherwise  limited to  supervising  the  activities and
                 training of its registered  representatives,  as well as all of
                 its  other   employees   in  the   performance   of   functions
                 specifically  allocated  to it  pursuant  to the  terms of this
                 Agreement.

                 k. Customer Notification of Relationship.  The Introducing Firm
                 shall be solely and exclusively responsible for determining the
                 extent to which it will inform its  customers,  in writing,  of
                 its  relationship   with  the  Clearing  Agent,  the  form  and
                 substance  of  which  will be  mutually  agreed  upon.  Any new
                 customers  of the  Introducing  Firm shall also be so  informed
                 prior  to such  customers  becoming  Introduced  Accounts.  The
                 Introducing  Firm shall be solely and  exclusively  responsible
                 for the payment of all costs  incurred in  connection  with the
                 preparation and mailing of such customer correspondence.

                 l. Discretionary  Accounts. The Introducing Firm covenants that
                 with  regard  to  any  orders  or  instructions  given  by  the
                 Introducing  Firm with respect to discretionary  accounts,  its
                 partners,  officers  or  employees  shall  have been  fully and
                 properly  authorized relative thereto and that the execution of
                 such orders shall not be in violation  of any  applicable  laws
                 and regulations.

                 m.   Over-the-Counter   Trades  by  Introducing  Firm.  On  all
                 over-the-counter  transactions executed for Introduced Accounts
                 by the Introducing Firm, the Introducing Firm shall furnish the
                 Clearing Agent with the names of the respective  purchasing and
                 selling broker-dealers, the names of the purchasing and selling
                 customers,  and the  wholesale  and  retail  purchase  and sale
                 prices.  Clearing  Agent  reserves the right,  at any time,  to
                 place a limit (of either  dollars or numbers of  securities) on
                 the  size  of   transactions   that  Clearing  Agent  in  these
                 circumstances will accept for clearance.  If, after Introducing
                 Firm has  received  notice of such  limitation,  it executes an
                 order in excess of the limit  established  by  Clearing  Agent,
                 Clearing Agent shall have the right to notify the other parties
                 and brokers involved in that transaction and further  otherwise
                 publish  or  broadcast  in  Clearing  Agent's  sole  subjective
                 discretion   that  it  will  not  accept  the  transaction  for
                 clearance  and  settlement.  In the event any claim is asserted
                 against  Clearing  Agent by the other  broker  because  of such
                 action by Clearing Agent,  Introducing Firm agrees to indemnify
                 and hold  Clearing  Agent  harmless  from any loss,  liability,
                 damage,   cost,  or  expense  arising  directly  or  indirectly
                 therefrom.  The  Clearing  Agent may impose on the  Introducing
                 Firm  additional  charges  for any  such  trades  or may at its
                 discretion  decline  to handle  such  introduced  trades in the
                 normal course of business.



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                 n. Reports to Regulators.  The  Introducing  Firm shall provide
                 the Risk  Management  Officer of the Clearing  Agent with,  and
                 establish Clearing Agent as additional  recipient of, copies of
                 all financial  information and reports filed by the Introducing
                 Firm with all  stock  exchanges  of which it is a  member,  the
                 NASD,  and the SEC  (including  but not  otherwise  limited  to
                 monthly  and  quarterly  Financial  and  Operational   Combined
                 Uniform Single Reports, i.e., "FOCUS" Reports and amendments to
                 Form  BD  including  any   regulatory   investigations   and/or
                 restrictions   imposed  upon   Introducing   Firm  as  well  as
                 information  relating  to  new  registered  representatives  of
                 Introducing Firm including Forms U-4 ) within ten (10) calendar
                 days of filing therewith.

                 o. Financial  Reports of Introducing Firm. The Introducing Firm
                 shall  annually  submit to the Risk  Management  Officer of the
                 Clearing Agent a certified  copy of  Introducing  Firm's annual
                 audited financial statement.

                 p.  Customer  Inquiries,  Complaints  and  Correspondence.  The
                 Introducing  Firm shall inform its customers that all inquiries
                 and  correspondence  relating to the services provided pursuant
                 to this Agreement  should be directed to the Introducing  Firm.
                 All customer  correspondence shall be reviewed and responded to
                 by the party  responsible  for the  specific  area to which the
                 inquiry  or  complaint  relates  pursuant  to the terms of this
                 Agreement.  In the event such correspondence is not directed to
                 such party  originally,  the Introducing Firm or Clearing Agent
                 shall   expeditiously   forward  such   correspondence  to  the
                 appropriate party.

                 q. Security  Deposit.  The Introducing  Firm shall deposit with
                 the  Clearing  Agent,  concurrent  with its  execution  of this
                 Agreement, a cash security deposit in the amount of Two Hundred
                 Fifty Thousand Dollars ($250,000).  Should the security deposit
                 at any time during the term of this  Agreement  fall below this
                 amount,  the  Introducing  Firm  will  be  notified  as to  the
                 deficient  amount and within ten (10) days of said notice,  the
                 Introducing  Firm will deposit  additional  funds sufficient to
                 reach the required  minimum.  The  Clearing  Agent will pay the
                 Introducing  Firm interest monthly on such deposit based on the
                 13 week T-bill  rate in effect on the first  trading day of the
                 brokerage  month.   Such  deposit  shall  be  returned  to  the
                 Introducing  Firm within thirty (30) days after  termination of
                 this Agreement and the  deconversion of the  Introducing  Firm,
                 and shall be subject to the Clearing Agent's right from time to
                 time  to  offset  sums  due  to  the  Clearing   Agent  by  the
                 Introducing  Firm pursuant to the terms of the Agreement.  With
                 regard to  arrearages  of payments  related to this  Agreement,
                 Clearing Agent may, at its sole option debit Introducing Firm's
                 deposit in the amount of that  arrearage and  Introducing  Firm
                 will  be  responsible,  as  set  forth  in  this  section,  for
                 depositing funds sufficient to reach the required minimum. This
                 security  deposit does not represent any ownership  interest in
                 the Clearing Agent.



                                       11
<PAGE>

                 r. Clearing  Deposit.  The Introducing  Firm shall deposit with
                 the Clearing  Agent,  immediately  upon the  completion  of the
                 conversion of all of the Introduced Accounts of the Introducing
                 Firm to Clearing  Agent, an equity deposit equal to Two Hundred
                 Fifty  Thousand  Dollars   ($250,000)  to  secure  the  trading
                 activity of the Introducing Firm (the "Clearing Deposit").  The
                 Clearing   Deposit  will  be  applied  to  the  daily  "margin"
                 requirement  related  to  the  Introducing  Firm's  proprietary
                 trading  activity.  The  minimum  equity  requirement  shall be
                 maintained at $250,000. Should the Clearing Deposit at any time
                 during the term of this Agreement  fall below this amount,  the
                 Introducing  Firm will be notified as to the  deficient  amount
                 and  within  ten  (10)  days of said  notice  in the  case of a
                 "non-margin"  requirement  or,  within  three  (3) days of said
                 notice in the case of a "margin"  requirement,  the Introducing
                 Firm shall deposit  additional  equity  sufficient to reach the
                 required minimum.  It may be necessary to increase the Clearing
                 Deposit  to  meet  the   Introducing   Firm's  daily   "margin"
                 requirement based on the Introducing Firm's proprietary trading
                 activity.  The  Clearing  Agent will pay the  Introducing  Firm
                 interest  monthly on that portion of the Clearing Deposit which
                 exceeds the  Introducing  Firm's  position  cost,  based on the
                 prevailing  credit  interest rate paid by the Clearing Agent on
                 the first  trading day of the  brokerage  month.  Such  deposit
                 shall be returned to the  Introducing  Firm within  thirty (30)
                 days after  termination of this Agreement and the  deconversion
                 of the  Introducing  Firm, and shall be subject to the Clearing
                 Agent's  right  from  time to time to  offset  sums  due to the
                 Clearing Agent by the Introducing Firm pursuant to the terms of
                 the  Agreement.  This  clearing  deposit does not represent any
                 ownership interest in the Clearing Agent.

                 s. Preparation of Statements,  Billings or  Confirmations.  The
                 Introducing   Firm  shall  not  generate   and/or  prepare  any
                 statements,  billings  or  confirmation  with  respect  to  any
                 Introduced  Account unless agreed to in writing by the Clearing
                 Agent and the Introducing Firm.



                                       12
<PAGE>

                 t. Cash and Securities of Customers.  The Introducing Firm will
                 turn  over  promptly  to the  Clearing  Agent  any and all cash
                 remittances and securities  which the Introducing Firm receives
                 from its  customers.  Concurrently  with the  delivery  of such
                 funds or securities to the Clearing Agent, the Introducing Firm
                 shall furnish the Clearing  Agent with such  information as may
                 be relevant or necessary to enable the Clearing Agent to record
                 promptly and properly such cash  remittances  and securities in
                 the respective Introduced Accounts.

                 u.  Examination  of Statements  and Reports.  Introducing  Firm
                 shall  promptly  examine all monthly  statements  of  Accounts,
                 monthly settlement  statements of clearing  services,  customer
                 confirmations  and any  reports  provided  by  Clearing  Agent.
                 Unless  Introducing  Firm  notifies  Clearing  Agent  within  a
                 reasonable  time  of  any  mistakes  or  discrepancies  in  the
                 above-described  reports or information,  Clearing Agent shall,
                 as  between  Clearing  Agent  and  Introducing  Firm and to the
                 extent  Clearing  Agent suffers  monetary loss arising from any
                 such  delay,  be  entitled  to  consider  all  the  information
                 supplied to Introducing Firm as correct.

                 v. Compliance with Clearing Agent's Operational and Other "Back
                 Office"  Policies and Procedures.  The  Introducing  Firm shall
                 comply  with  Clearing  Agent's  operational  and  other  "back
                 office"   policies  and  procedures,   including  any  and  all
                 amendments and modifications  thereto made from time to time by
                 Clearing Agent in Clearing Agent's sole commercially reasonable
                 discretion.  From time to time and upon request by  Introducing
                 Firm,  Clearing Agent shall provide to Introducing  Firm copies
                 of and/or reasonable access to all of the same.

                 w. Market Making Activities.  Upon execution of this Agreement,
                 Introducing  Firm shall promptly provide to the Risk Management
                 Officer of Clearing  Agent a complete list of all securities in
                 which  Introducing  Firm makes a market as such is defined  and
                 understood  in  the   industry.   Subsequent  to  that  initial
                 submission,   Introducing   Firm  shall   submit  to  the  Risk
                 Management Officer quarterly updates of any such securities and
                 shall promptly  communicate to the Risk Management  Officer any
                 changes to,  additions to, or deletions  from such list as they
                 occur.

                 x. Minimum Revenue. The Introducing Firm agrees to maintain and
                 otherwise agrees to pay Clearing Agent minimum Clearing Fees in
                 an amount equal to One Hundred Thousand Dollars  ($100,000) per
                 calendar  month for a period  equal to the Initial Term and any
                 Renewal   Terms.   Notwithstanding   the   foregoing,   if  the
                 Introducing  Firm  terminates  this  Agreement  for any reason,
                 other than for an Event of Default,  during its  Initial  Term,
                 the Introducing Firm agrees to maintain and otherwise agrees to
                 pay to Clearing Agent minimum  Clearing Fees in an amount equal
                 to the following:

                 (I)              Three Hundred Thousand Dollars  ($300,000) per
                                  calendar  month for the four (4) months  prior
                                  to the date this Agreement is  terminated,  if
                                  this  Agreement is terminated on or before the
                                  second anniversary of the Commencement Date.



                                       13
<PAGE>

                 (II)             Three Hundred Thousand Dollars  ($300,000) per
                                  calendar  month for the last  three (3) months
                                  prior   to  the   date   this   Agreement   is
                                  terminated, if this Agreement is terminated on
                                  or  before  the  third   anniversary   of  the
                                  Commencement Date.

                 (III)            Three Hundred Thousand Dollars  ($300,000) per
                                  calendar  month  for the last  two (2)  months
                                  prior   to  the   date   this   Agreement   is
                                  terminated, if this Agreement is terminated on
                                  or  before  the  fourth   anniversary  of  the
                                  Commencement Date; or

                 (IV)             Three Hundred Thousand Dollars  ($300,000) per
                                  calendar month for the last month prior to the
                                  date of this Agreement is terminated,  if this
                                  Agreement  is  terminated   before  the  fifth
                                  anniversary of the Commencement Date.

                 For the purpose of this Section  II(1)(x),  Section XIII(3) and
                 Section XI(5) of this Agreement, the term "Clearing Fees" shall
                 be deemed to include all fees charged to the  Introducing  Firm
                 by the Clearing Agent, except for "pass through" charges.

                 y. Obligation for the production of documents.  The Introducing
                 Firm shall produce,  at the request of the Clearing Agent,  any
                 documents or information  pertaining to its Introduced Accounts
                 for  the   purpose  of  aiding  the   Clearing   Agent  in  the
                 investigation,  defense,  litigation or arbitration of a matter
                 involving an Introduced  Account.  The  Introducing  Firm shall
                 provide the requested information within a reasonable time.

                 z. Margin Disclosure  Statement.  The Introducing Firm shall be
                 responsible   for   providing  its  customer  with  the  margin
                 disclosure  statement at the time of the opening of the account
                 in accordance with NASD Rule 2341.

                 aa.  Exclusivity.  The Introducing Firm covenants that Clearing
                 Agent shall be the exclusive  provider to  Introducing  Firm of
                 the  products  and  services  contemplated  by  and  set  forth
                 specifically  in  this  Agreement   during  the  term  of  this
                 Agreement,  such  products and services  shall be deemed not to
                 include  any  services  which the  Clearing  Agent is unable or
                 unwilling to perform.

2.               Introducing  Firm's   Representations.   The  Introducing  Firm
                 represents and warrants as follows:

                 a.  The  Introducing  Firm  is a  corporation  duly  organized,
                 validly  existing  and in good  standing  under the laws of its
                 state of incorporation;



                                       14
<PAGE>

                 b. The  Introducing  Firm is a member in good  standing  of the
                 NASD;

                 c. The  Introducing  Firm is duly registered or licensed and is
                 in good standing as a  broker/dealer  under all applicable laws
                 and regulations.  The Introducing Firm will promptly notify the
                 Clearing  Agent of its  becoming a member or  affiliate  of any
                 exchange  in  addition to those  memberships  and  affiliations
                 existing on the date of this Agreement.  The  Introducing  Firm
                 shall also comply with  whatever  non-member  access rules have
                 been  promulgated by any  securities  exchange of which it is a
                 member or any other  securities  exchange  of which it is not a
                 member;

                 d. The  Introducing  Firm has all the  requisite  authority  in
                 conformity  with all applicable  laws and  regulations to enter
                 into this  Agreement and to retain the services of the Clearing
                 Agent in accordance with the terms hereof;

                 e. The Introducing Firm is in substantial  compliance with: (i)
                 the  capital  and  financial  reporting  requirements  of every
                 securities exchange and/or securities  association of which the
                 Introducing Firm is a member; (ii) the capital  requirements of
                 the SEC; and (iii) the capital  requirements  of every state in
                 which the Introducing Firm is licensed as a broker/dealer.  The
                 Introducing  Firm will  immediately  notify the Clearing  Agent
                 when: (a) its Aggregate  Indebtedness Ratio (as defined in Rule
                 15c3-3 of the Exchange  Act) reaches or exceeds 10 to 1; or (b)
                 the Introducing Firm has elected to operate under paragraph (f)
                 of Rule 15c3-1 of the Exchange Act when its net capital is less
                 than 5% of aggregate  debit items  computed in accordance  with
                 Rule 15c3-3;

                 f. The Introducing Firm has minimum net capital in an amount no
                 less than 120% of the net capital  requirements  of Rule 15c3-1
                 and  will  promptly  notify  Clearing  Agent in the  event  the
                 minimum net capital falls below such a limit; and

                 g. The Introducing Firm has completed the requirements  imposed
                 by Rule 382(e)(1) of the Rules in that it has provided  written
                 notice to the Clearing Agent of those specific  reports offered
                 by the Clearing  Agent that the  Introducing  Firm  requires to
                 supervise and monitor Introduced Accounts;  and the Introducing
                 Firm has complied with the  requirements  of Rule 382(f) of the
                 Rules by maintaining  and enforcing  supervisory  procedures to
                 the  satisfaction  of the  Clearing  Agent with  respect to the
                 issuance of negotiable  instruments to Introduced Accounts, for
                 which the Clearing Agent is the maker or drawer.

III.             Mutual Covenants of Clearing Agent and Introducing Firm.

                 1.  Press  Release  and  Advertising.  Upon  execution  of this
                 Agreement, the parties may, at their discretion,  issue a press
                 release regarding the relationship  between the parties and the
                 products  and  services to be  provided  by  Clearing  Agent to
                 Introducing   Firm   during   the   term   of  the   Agreement.
                 Notwithstanding the foregoing, the parties will not release any
                 press  release  or place  an  advertisement  in any  newspaper,
                 publication  or other media which makes  reference to the other
                 party and the services to be provided to the  Introducing  Firm
                 in this Agreement without the prior consent of that party.



                                       15
<PAGE>

                 2.  Confidentiality.  All confidential  information (as defined
                 below)  relating to a party shall be held in  confidence by the
                 other  party to the same extent and in at least the same manner
                 as such party  protects  its own  confidential  or  proprietary
                 information.  Neither party shall disclose,  publish,  release,
                 transfer or otherwise make available  Confidential  Information
                 of the other  party in any form to,  or for the use or  benefit
                 of, any person or entity  without  the other  party's  consent.
                 Each party shall,  however,  be permitted to disclose  relevant
                 aspects of the other party's  Confidential  Information  to its
                 officers,  agents,  subcontractors  and employees to the extent
                 that  such   disclosure   is   reasonably   necessary  for  the
                 performance of its duties and obligations  under this Agreement
                 and such disclosure is not prohibited by Gramm-Leach-Bliley Act
                 of 1999 (Public Law 106-102,  113 Stat.  1138) which amends the
                 Exchange Act ("GLBA"),  as it may be amended from time to time,
                 the regulations promulgated thereunder or other applicable law;
                 provided,  however,  that such party shall take all  reasonable
                 measures to ensure that  Confidential  Information of the other
                 party is not disclosed or duplicated  in  contravention  of the
                 provisions  of  this  Agreement  by  such   officers,   agents,
                 subcontractors  and employees.  The obligations in this Section
                 shall not restrict any  disclosure by either party  pursuant to
                 any  applicable  law,  or by order of any  court or  government
                 agency  (provided that the  disclosing  party shall give prompt
                 notice to the non-disclosing party of such order) and shall not
                 apply with respect to information which (1) is developed by the
                 other  party   without   violating   the   disclosing   party's
                 proprietary  rights,  (2) is or becomes  publicly  known (other
                 than through unauthorized disclosure),  (3) is disclosed by the
                 owner  of  such  information  to a  third  party  free  of  any
                 obligation  of  confidentiality,  (4) is already  known by such
                 party  without  an  obligation  of  confidentiality  other than
                 pursuant to this  Agreement or any  confidentiality  agreements
                 entered into before the  effective  date between the parties or
                 (5) is rightfully received by a party free of any obligation of
                 confidentiality.  If  the  GLBA,  the  regulations  promulgated
                 thereunder or other  applicable  law now or hereafter in effect
                 imposes   a  higher   standard   of   confidentiality   to  the
                 Confidential Information,  such standard shall prevail over the
                 provisions of this Section.

                  a. Confidential Information of a party shall mean all data and
                  information  submitted  to the other  party or obtained by the
                  other party in connection with the services, including but not
                  limited  to,  information  relating  to a  party's  customers,
                  technology,    operations,   facilities,   consumer   markets,
                  products, capacities, systems, procedures, security practices,
                  research,  development,  business  affairs,  ideas,  concepts,
                  innovations,   inventions,  designs,  business  methodologies,
                  improvements,  trade secrets, copyrightable subject matter and
                  other proprietary information.



                                       16
<PAGE>

                 b.  Excluding  paragraph  2(c),  this Section shall survive the
                 termination of this Agreement.

                 c. The Introducing  Firm shall be responsible for providing its
                 customer with the Clearing  Agent's Reg S-P Privacy  disclosure
                 statement  at  the  time  of the  opening  of  the  account  in
                 accordance with GLBA.

        3.  Non-Solicitation.  Neither party will engage in negotiations  with a
        view to hire or hire  personnel of the other  without that party's prior
        written  consent for the term of this  Agreement and for a period of one
        (1) year thereafter.

        4. Indemnification.  Each party shall indemnify and hold the other party
        harmless from and against any losses,  claims,  damages,  liabilities or
        expenses  including  without  limitation  those  asserted by  Introduced
        Accounts  (which  shall  include,  but not be  limited  to, all costs of
        defense and investigation  and all reasonable  attorneys' fees) to which
        the  indemnified  party may  become  subject,  insofar  as such  losses,
        claims, damages,  liabilities or expenses arise out of or are based upon
        any of the following:

                 a. Introducing Firm shall indemnify  Clearing Agent with regard
                 to:

                           i. any breach of any  representation or warranty made
                           by the  Introducing  Firm under this Agreement or any
                           failure   of  the   Introducing   Firm  to   perform,
                           undertake,   honor   or   comply   with  any  of  its
                           responsibilities or covenants under this Agreement;

                           ii.  the  negligence  or  willful  misconduct  of the
                           Introducing  Firm or its  employees in providing  the
                           services   contemplated   hereunder,   including  the
                           unreasonable  failure to obtain relevant  information
                           from  customers as requested by the Clearing Agent or
                           required by this Agreement;

                           iii.  the  loss of  securities  or cash  prior to the
                           actual   receipt   by  the   Clearing   Agent  or  an
                           appropriate  national  clearing  organization of such
                           securities from the Introducing  Firm or after actual
                           receipt of such  securities by the  Introducing  Firm
                           from the Clearing  Agent or an  appropriate  national
                           clearing organization;

                           iv. failure of the Introducing Firm to collect margin
                           from its customers after  instruction by the Clearing
                           Agent to collect such margin;

                           v.  failure of the  Introducing  Firm to provide  the
                           Clearing   Agent  with  a   customer's   correct  tax
                           identification number or address;

                           vi. with respect to any Introduced  Account,  errors,
                           misunderstandings,  controversies  or  failure of any
                           customer  to satisfy his or her  obligations,  unless
                           such losses, claims, damages, liabilities or expenses
                           are  the  result  of  the  Clearing   Agent's  error,
                           negligence or willful misconduct;



                                       17
<PAGE>

                         vii.  the  exercise  by  the   Introducing   Firm,  its
                         partners,   officers  or  employees  of   discretionary
                         authority over Introduced Accounts;

                         viii.  any  attempt  of the  Introducing  Firm  to hold
                         itself out as,  advertise or in any way represent  that
                         it is the agent of the Clearing  Agent, or has apparent
                         authority to act as an agent of the  Clearing  Agent or
                         agency by estoppel; or

                         ix.   the    Introducing    Firm   executes   its   own
                         over-the-counter  order or designates the counter party
                         and  the   over-the-counter   dealer   with   whom  the
                         Introducing  Firm dealt or whom it designated  fails to
                         honor its part of the transaction.

         b.       The Clearing Agent shall indemnify the  Introducing  Firm with
                  regard to:

                         i.      any breach of any  representation  or  warranty
                                 made by the Clearing Agent under this Agreement
                                 or  any  failure  of  the  Clearing   Agent  to
                                 perform, undertake, honor or comply with any of
                                 its  responsibilities  or covenants  under this
                                 Agreement;

                         ii.     the  negligence  or willful  misconduct  of the
                                 Clearing  Agent or its  employees  in providing
                                 the services contemplated hereunder;

                         iii.    the loss of  securities  or cash  after  actual
                                 receipt   by  the   Clearing   Agent  from  the
                                 Introducing  Firm  or an  appropriate  national
                                 clearing  organization  or prior to the  actual
                                 receipt  of  such  securities  or  cash  by the
                                 Introducing  Firm  or an  appropriate  national
                                 clearing organization from the Clearing Agent.

                  c. Claims - Legal Authority. To the extent any legal challenge
                  by a  regulatory  body or any other  entity or  individual  is
                  brought which seeks to declare or is based in whole or in part
                  on a claim that the Introducing  Firm or the Clearing Agent is
                  without   authority   to  offer  or   provide   the   services
                  contemplated  by  this  Agreement  to  its  customers  or  the
                  Introduced  Accounts,  or has  violated  or will  violate  any
                  statute,  regulation or other rule of law in  connection  with
                  the  offering of or  providing  of such  services,  each party
                  hereto shall bear its own cost and expenses related hereto.



                                       18
<PAGE>

                  d.  Notification.  Promptly  after  receipt by an  indemnified
                  party under this  paragraph of notice of the  commencement  of
                  any  action  proceeding,   investigation,   or  inquiry,   the
                  assertion  of  any  claim,   the  happening  of  any  event(s)
                  triggering any indemnification obligation(s) hereunder, or the
                  reasonable  threat  of  same  (collectively  "action"),   such
                  indemnified party will,  notify the indemnifying  party of the
                  commencement  thereof.   Notwithstanding  the  foregoing,  the
                  failure, omission or delay so to notify the indemnifying party
                  will not  relieve it from any  liability  which it may have to
                  the indemnified party otherwise than under this paragraph.  In
                  case any such action is brought against any indemnified party,
                  and it notified  the  indemnifying  party of the  commencement
                  thereof,   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
                  and  after  notice  from  the   indemnifying   party  to  such
                  indemnified  party of its  election  so to assume the  defense
                  thereof,  the  indemnifying  party  will not be liable to such
                  indemnified  party under this paragraph for any legal or other
                  expenses  subsequently incurred by such indemnified party. 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.

                  e. Reserves.  In connection  with any claim that does or could
                  give rise to a claim for  indemnification  under this  Section
                  III for Clearing Agent, Clearing Agent 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 Introducing  Firm pending a determination of
                  such  claim.  The  money,  securities  or  other  property  of
                  Introducing  Firm set aside in such a reserve shall be subject
                  to  Clearing  Agent's  standard  lien  and  security  interest
                  described in Section XIII(6).

                  f.  Survival  of  Indemnification   after   Termination.   The
                  indemnification   provision  in  this  Section   shall  remain
                  operative  and in full  force and  effect,  regardless  of the
                  termination  of this  Agreement,  and shall  survive  any such
                  termination.

         5. Schedule B Products and  Services.  Introducing  Firm  desires,  and
Clearing Agent shall provide, such products and services selected by Introducing
Firm and designated by election on Schedule B to this Agreement,  subject to the
terms and  conditions  relative  to each  product  or  service  set forth in the
corresponding  exhibit to Schedule B and  attached  hereto.  Clearing  Agent and
Introducing  Firm agree to be bound by and comply with the terms and  conditions
set forth in those  exhibits,  including  but not  limited to the  corresponding
pricing and fee  schedules  included in each exhibit or  otherwise  incorporated
from  Schedule  A.  Schedule  B and  the  corresponding  attached  exhibits  are
incorporated  by reference  into this Agreement as if included in their entirety
herein.  Schedule B and the  corresponding  exhibits may be modified and amended
from time to time pursuant to Section XV(2) of this Agreement.

          6.  Material  Adverse  Information.  Introducing  Firm shall  promptly
provide  Clearing Agent with any  information  that is or may be material to the
ability of either party or its officers or principals to perform its obligations
under this  Agreement,  including  but not limited to any pending or  proceeding
regulatory   investigations,   indictments,   arrests,   censures,   litigation,
arbitrations, or other administrative or judicial proceedings.



                                       19
<PAGE>

IV.      Opening of Accounts.

         It is  recognized  and  agreed  that  the  Introducing  Firm is  solely
responsible  and liable  for the due and  proper  opening  and  approval  of all
Introduced   Accounts  in  compliance  with  all  applicable   laws,  rules  and
regulations. Similarly, it is recognized and agreed that the Introducing Firm is
solely  responsible  and liable for the handling,  operation,  supervision,  and
monitoring for all Introduced  Accounts in compliance with all applicable  laws,
rules and regulations. Without any further inquiry, independent investigation or
further  action,  Clearing  Agent  may  rely  on  the  validity,   accuracy  and
completeness of all customer-related and Introduced Account-related  information
and/or data provided to the Clearing Agent by the Introducing  Firm,  whether in
connection with the Introducing  Firm's opening of any Introduced  Account or at
any other time(s).

         1. The following  procedures are to be followed in opening,  approving,
         handling and maintaining all Introduced Accounts:

                  a. Account Information. At the time of opening each Introduced
                  Account, the Introducing Firm shall furnish the Clearing Agent
                  with all financial and personal  information  concerning  such
                  Introduced  Accounts  as the  Clearing  Agent  may  reasonably
                  require.

                  b.  Margin  Account   Agreements.   At  the  time  of  opening
                  Introduced Accounts which are margin accounts, the Introducing
                  Firm shall furnish the Clearing Agent with executed customers'
                  agreements,  hypothecation  agreements and consents to loan of
                  securities   (hereinafter  referred  to  collectively  as  the
                  "Margin Agreements").

                  c. Account Forms, Documents and Agreements. The Clearing Agent
                  shall  supply  the  Introducing  Firm with the format for "new
                  account"  forms and Margin  Agreements  to be submitted to the
                  Clearing Agent upon their completion by the Introducing  Firm.
                  The Clearing Agent will mail to each margin Introduced Account
                  a written statement at the time of opening of a margin account
                  in  accordance  with Rule 10b-16  under the  Exchange Act from
                  time to time. Upon the written or oral request of the Clearing
                  Agent,  the Introducing  Firm shall furnish the Clearing Agent
                  with  any  other  documents  and  agreements  executed  by the
                  Introduced Account.

                  d. Waiver of  Agreements.  If an  Introduced  Account has been
                  opened without the Clearing Agent having  previously  received
                  the foregoing information or, in the case of a margin account,
                  without the Clearing Agent having previously received properly
                  executed Margin  Agreements,  failure of the Clearing Agent to
                  receive such  information  or Margin  Agreements  shall not be
                  deemed  to be a waiver  of the  information  requirements  set
                  forth herein.



                                       20
<PAGE>

                  e. Account  Agreements - Customer Contact.  The Clearing Agent
                  may  upon  notice  to  the   Introducing   Firm,  mail  Margin
                  Agreements  or new account  forms  directly to the  Introduced
                  Accounts upon  notification  by the Introducing  Firm,  and/or
                  require completion of its own margin agreements or new account
                  forms and, if  required,  option  account  agreements  for the
                  Introduced Accounts.

                  f. Account Information to Clearing Agent. The Introducing Firm
                  shall promptly  provide the Clearing Agent with basic data and
                  copies  of  documents  relating  to  each  of  the  Introduced
                  Accounts,  including,  but not otherwise limited to, copies of
                  records of any  receipts  of the  Introduced  Accounts'  funds
                  and/or  securities  received directly by the Introducing Firm,
                  as shall be necessary for the Clearing  Agent to discharge its
                  services hereunder.

                  g.  Cash  Transactions.  All  transactions  in any  Introduced
                  Account are to be considered cash transactions until such time
                  as the Clearing Agent has received Margin  Agreements duly and
                  validly executed in respect of such Introduced Account.

                  h. Agency  Accounts.  At the time of the opening of any agency
                  Introduced  Account,  the  Introducing  Firm shall furnish the
                  Clearing  Agent  with the name of any  principal  for whom the
                  Introducing  Firm is acting as agent,  and written evidence of
                  such authority.

         2.      Account Compliance.

                  a. Rule 405(3).  The Introducing  Firm shall have the sole and
                  exclusive  responsibility for substantial compliance with Rule
                  405(3) of the Rules and shall specifically approve the opening
                  of any new  account  before  forwarding  such  account  to the
                  Clearing Agent as a potential Introduced Account. The Clearing
                  Agent,  in its reasonable  business  judgment,  shall have the
                  right to reject any  account  which the  Introducing  Firm may
                  tender  to  the  Clearing  Agent  as  a  potential  Introduced
                  Account.  The  Clearing  Agent  shall  also  have the right to
                  terminate  any  account  previously   accepted  by  it  as  an
                  Introduced  Account  and notify the  Introducing  Firm of such
                  termination.  Failure of the  Clearing  Agent to so notify the
                  Introducing Firm, however,  shall not affect the effectiveness
                  of such termination.

                  b. Tax  Identification  Numbers.  The  Introducing  Firm  will
                  verify and furnish to the  Clearing  Agent tax  identification
                  numbers,   signatures  and  such  other   information  as  are
                  requested by the  Clearing  Agent for the opening and carrying
                  of Introduced Accounts on such forms as may have been approved
                  from time to time by the  Clearing  Agent and the  Introducing
                  Firm.  The  Introducing  Firm  shall  be  responsible  for any
                  penalty or fine assessed as a result of its failure to provide
                  tax  identification  numbers or its  providing  incorrect  tax
                  identification numbers.



                                       21
<PAGE>

                  c. Account Documentation. If the documents necessary to enable
                  the  Clearing  Agent  to  comply  with  account  documentation
                  requirements of any applicable  laws and regulations  have not
                  been received by the Clearing  Agent,  the Clearing  Agent may
                  notify the  Introducing  Firm that no further  orders  will be
                  accepted for the Introduced  Accounts  involved.  In the event
                  that  inadvertent  orders are placed for such  accounts  after
                  such notice is received,  all commissions  collected from such
                  orders will be retained by the Clearing Agent. Upon receipt of
                  the necessary documents,  this restriction will be lifted with
                  respect to future commissions,  and any commissions  collected
                  by the Clearing  Agent prior to its receipt of such  documents
                  will be paid to the Introducing Firm.

                  d.  Rule   405(1).   It  shall  be  the  sole  and   exclusive
                  responsibility   of  the   Introducing   Firm  to  make  every
                  reasonable effort to ascertain the essential facts relative to
                  any Introduced Account and any order therefore, in substantial
                  compliance  with Rule 405(1) of the Rules,  including  but not
                  otherwise  limited to ascertaining the authority of all orders
                  for   Introduced   Accounts,   and  the   genuineness  of  all
                  certificates,   papers  and   signatures   provided   by  each
                  Introduced  Account.  Any investment  advice  furnished by the
                  Introducing  Firm to an  Introduced  Account shall be the sole
                  and exclusive responsibility of the Introducing Firm.

                  e. Customer  Incapacity.  The Introducing  Firm shall have the
                  sole and exclusive  responsibility to ensure that those of its
                  customers who become Introduced  Accounts  hereunder shall not
                  be minors or subject to those prohibitions  existing under any
                  laws and regulations  generally  relating to the incapacity of
                  any Introduced Account or any conflict of interest relating to
                  such Introduced Account.

                  f.  Copies of  Account-Related  Documents  and/or  Agreements.
                  Introducing   Firm  shall  be  exclusively   responsible   for
                  maintaining  all  cash  account   documents   related  to  the
                  Introduced  Accounts.  Upon the written or oral request of the
                  Clearing Agent,  the Introducing  Firm shall promptly  furnish
                  the Clearing Agent with true,  correct,  legible copies of all
                  documents and/or agreements related to any Introduced Account.
                  Introducing Firm agrees to comply with any such request within
                  forty-eight  (48) hours of the receipt of such  request by the
                  Introducing  Firm.  Any such request or receipt of such copies
                  by the Clearing  Agent,  or any comments by the Clearing Agent
                  respecting  any of the  same,  shall not alter or amend any of
                  the duties,  obligations,  liabilities or  responsibilities of
                  either party as specified in this Agreement.



                                       22
<PAGE>

V.       Margin Transactions.

         1.       Regulation  T. With respect to Introduced  Accounts  which are
                  margin  accounts,   the  Clearing  Agent  is  responsible  for
                  compliance with Regulation T, 12 C.F.R.  Part 220 [the federal
                  margin regulation promulgated by the Board of Governors of the
                  Federal  Reserve  System  (the  "Board")],   and  interpretive
                  rulings  issued by the Board,  letter  rulings of the  Federal
                  Reserve Bank of New York, Rules,  interpretations  of the NYSE
                  and  any  other  applicable  margin  and  margin   maintenance
                  requirements.  The  Introducing  Firm  is  responsible  to the
                  Clearing  Agent for the  collection of the margin  required to
                  support each  transaction  for, and to maintain a position in,
                  each Introduced  Account,  in conformity with the above margin
                  and margin  maintenance  requirements.  After  initial  margin
                  relating to each  transaction  has been received,  maintenance
                  margin calls shall be  generated  by the Clearing  Agent or by
                  the Introducing Firm at the instruction of the Clearing Agent.
                  The Clearing Agent shall have the right to modify, in its sole
                  discretion,  the margin requirements of any Introduced Account
                  from time to time.  All margin  Introduced  Accounts  shall be
                  subject to the Clearing  Agent's  "house margin  requirements"
                  which  shall  be  delivered  to the  Introducing  Firm  on the
                  Introducing  Firm's request.  The Clearing Agent will not mark
                  up any fees or charges imposed directly by any regulatory body
                  with regard to  Regulation  T call  extensions  granted by the
                  Clearing Agent  pursuant to written  requests from a principal
                  of the Introducing Firm.

         2.       Payment Responsibility.  On all transactions,  the Introducing
                  Firm shall be  responsible to the Clearing Agent for any loss,
                  liability,   damage,   cost  or  expense  (including  but  not
                  otherwise  limited  to fees and  expenses  of  legal  counsel)
                  incurred or sustained by the Introducing  Firm or the Clearing
                  Agent as a result of the failure of any Introduced  Account to
                  make timely  payment  for the  securities  purchased  by it or
                  timely  compliance  by it with  margin or  margin  maintenance
                  calls (provided that the Clearing Agent has timely issued such
                  call  and  given  notice  thereof  to the  Introducing  Firm),
                  whether or not any margin  extension  has been  granted by the
                  Clearing  Agent  pursuant  to the  request of the  Introducing
                  Firm.

         3.       Assistance.  At the  Clearing  Agent's  request,  and  without
                  altering or amending any duties,  obligations,  liabilities or
                  responsibilities specified in this Agreement, Introducing Firm
                  promptly and fully shall assist the Clearing  Agent in respect
                  of all necessary or desirable actions to demand, secure and/or
                  collect  all  sums due in  respect  of any  margin  Introduced
                  Account.

VI.      Self-Directed Individual Retirement Accounts Program.

         1.       Services Performed.  The Self-Directed  Individual  Retirement
                  Accounts  Program  (the  "SDIRA  Program")  includes,  without
                  limitation,  a brokerage  account by Clearing Agent and one or


                                       23
<PAGE>

                  more liquid asset investment options.  Clearing Agent provides
                  the various  processing  services described in this Section on
                  behalf of the Introducing  Firm, in connection with such SDIRA
                  program. Unless otherwise agreed to in writing, Clearing Agent
                  will act as a Custodian of Assets of the SDIRA. A Custodian of
                  Assets  will be defined  as a bank or a non-bank  organization
                  who applied for custodian  approval with the Internal  Revenue
                  Service  (IRS) and received  such approval and has met all the
                  requirements of IRS Regulationsss.1.401-12(n).

         2.       Responsibilities of the Parties.

                  a. The parties  will  develop the  application  form and other
                  forms to be used by Introduced Accounts who participate in the
                  SDIRA Program (the "SDIRA Introduced Account").

                  b. Introducing Firm and Clearing Agent will be responsible for
                  processing  the  application  forms with regard to approving a
                  SDIRA Introduced Account  application and shall approve,  deny
                  or otherwise  handle the application  forms in accordance with
                  applicable  law,   including   without   limitation   receipt,
                  evaluation  and  retention of the  application  form and legal
                  documentation  required to open an Account.  Introducing  Firm
                  will  retain  a  copy  of the  application  form  and  related
                  documentation  and  materials as may be required by applicable
                  law. Upon request,  Introducing  Firm will either  provide the
                  Clearing  Agent with a copy of the  application  form or allow
                  Clearing Agent access to Introducing Firm's application forms.

                  c. The  following  responsibilities  will be undertaken by the
                  Clearing Agent regarding the SDIRA program:

                  i.       Clearing   Agent  will   perform  all   required  tax
                           reporting;

                  ii.      Clearing Agent will identify  receipts into the SDIRA
                           Introduced  Account and disbursements  from the SDIRA
                           Introduced  Account by transaction type and tax year.
                           Clearing   Agent   will   store   this    transaction
                           information and produce the proper tax reporting,  on
                           Forms 5498 and 1099R; and

                  iii.     The  maintenance  of the  annual fee  billing  system
                           which  includes (i) the generation and mailing of fee
                           due notices; (ii) support of various fee incentive or
                           waiver  programs;  and (iii) the ability to debit the
                           SDIRA Introduced Account for the required fee amount.

                  3. Form Approval and Inventory. Introducing Firm will provide,
                  at its cost,  all forms  necessary to open,  operate and close
                  SDIRA  Introduced  Accounts.  The  use of such  forms  and all
                  revisions  thereto  will be subject to the prior  approval  of
                  Clearing Agent, but Clearing Agent's review and approval shall
                  not be unreasonably withheld.



                                       24
<PAGE>

                  If any reprinting is required by a change in law applicable to
                  the  parties,  or  any  party  hereto,  or the  SDIRA  Program
                  services  offered by Introducing  Firm, the cost of reprinting
                  and  distributing  revised forms will be borne by  Introducing
                  Firm.  If a change  requiring  forms  reprinting is requested,
                  other than as  required by a change in law  applicable  to the
                  parties  hereto or to the SDIRA  Program  services  offered by
                  Introducing  Firm,  then all  creative,  printing,  inventory,
                  distribution  and  other  costs  incurred  as a result of such
                  reprinting  shall be borne solely by the party requesting such
                  change.  Clearing Agent shall have no  responsibility  for any
                  creative, inventory,  distribution or any other costs incurred
                  as a result of replacing an inventory of forms  maintained by,
                  or for,  Introducing  Firm that exceeds the supply  reasonably
                  expected to be used in a three-month  period  unless  Clearing
                  Agent  shall  have  previously  consented  in  writing  to the
                  printing and  distribution of more than a three month's supply
                  of such forms.

                  4. No Third Party Beneficiaries.  The parties agree that there
                  are no intended or incidental third party beneficiaries of the
                  SDIRA  Program  other  than  those  customers  who  are  SDIRA
                  Introduced Accounts.

                  5. Fees.  Clearing  Agent  will  invoice  Introducing  Firm in
                  January for all charges  associated with the SDIRA Program set
                  forth in Schedule A hereto.  Such invoices shall be payable in
                  full within ten (10) days of receipt by Introducing Firm.

6.            Reference to Each Other.  Each party  agrees,  with respect to any
              and all SDIRA Program forms, notices, agreements,  advertising and
              promotional  materials  to be used in  connection  with the  SDIRA
              Program and which make reference to any other party and/or mention
              any other  party's  products,  service or  benefits,  that it will
              submit  the  same to such  other  party  for  review  and  comment
              relating  to the  reference  or  mention  and  that no such  form,
              notice,  agreement,  advertising or promotional  materials will be
              mailed to  customers  or  distributed  to the public by that party
              without the prior  consent of such other  party or parties,  which
              consent will not be unreasonably withheld.

VII. Prime Brokerage.

1.       Introducing Firms Responsibilities.

         a.       Execution Brokerage Services:

                  i.       The Introducing Firm may, from time to time,  execute
                           trades  (either  directly  or  through  the  Clearing
                           Agent) as "Executing  Broker" as such term is used in
                           the SEC No  Action  Letter on Prime  Brokerage  dated
                           January  25,   1994  from  the   Division  of  Market


                                       25
<PAGE>

                           Regulation  of the SEC with respect to the  provision
                           of  prime  brokerage  services,  as the  same  may be
                           amended,  modified or supplemented  from time to time
                           (the "SEC  Letter")  for the  accounts  of  specified
                           customers of the Introducing Firm that have requested
                           prime brokerage  services from the  Introducing  Firm
                           ("Executing  Brokerage  Accounts") in compliance with
                           the  requirements of the SEC Letter.  The Introducing
                           Firm shall set up an Executing Brokerage Account with
                           Clearing Agent in the customer account range in which
                           the account is used for  receiving in and  delivering
                           of  trades  versus   payment   transactions   on  the
                           settlement  date ("DVP/RVP  Accounts") and follow all
                           applicable procedures provided to Introducing Firm by
                           Clearing   Agent   related  to  the   Prime/Executing
                           Brokerage  Services.  In addition,  Introducing  Firm
                           shall  obtain and provide to  Clearing  Agent a fully
                           executed  Securities  Industry  Association  Form 151
                           Agreement (or Clearing Agent's modified version) from
                           Introducing  Firm's customer entered between Clearing
                           Agent,  on behalf of  Executing  Broker  (Introducing
                           Firm), which has a Prime Brokerage  Relationship with
                           another broker-dealer firm.

                  ii.      The Introducing Firm understands and agrees that if a
                           Prime  Broker,  as defined in the SEC  Letter,  shall
                           disaffirm   or  "dk"  any  trade   executed   by  the
                           Introducing  Firm  on  behalf  of a  Prime  Brokerage
                           Account,  which  is held by the  contra-party  of the
                           trade,  the  Introducing  Firm  shall  open a  margin
                           account for such Prime Brokerage Account in its range
                           of  accounts  with  the  Clearing   Agent  and  shall
                           transfer or deliver the trade to such  account at the
                           risk and expense of the Introducing  Firm to the same
                           extent as for any trade in any account  introduced by
                           the   Introducing   Firm  pursuant  to  the  Clearing
                           Agreement.  A margin agreement shall be opened by the
                           Introducing  Firm's  customer  signing the Securities
                           Industry Association Form 151 Agreement,  or Clearing
                           Agent's  modified  version,  and, if  necessary,  any
                           other documents required by Clearing Agent.

                  iii.     The Introducing  Firm understands and agrees that all
                           Prime  Brokerage   Accounts  shall  be  conducted  in
                           accordance  with the  requirements of the SEC Letter.
                           The  Introducing  Firm  further  agrees to supply the
                           Clearing   Agent  with  such   documents   and  other
                           information,  from  time to time,  as are  reasonably
                           required  by the  Clearing  Agent  to  carry  out the
                           intention of this provision.



                                       26
<PAGE>

                  iv.      Introducing  Firm shall  review on a daily  basis all
                           daily  reports  provided  to them by  Clearing  Agent
                           related to the Executing Brokerage Services.

         b.       Prime Brokerage Services:

                  i.       Introducing  Firm  shall  submit  a  request  to  the
                           Clearing   Agent  to   approve   a  Prime   Brokerage
                           relationship  between  Clearing Agent and Introducing
                           Firm's account holder of Introduced Account.

                  ii.      Upon   approval  by  Clearing   Agent  of  the  Prime
                           Brokerage   relationship,   Introducing   Firm  shall
                           provide Clearing Agent with a fully executed Clearing
                           Agent's  Prime  Broker  Agreement,  a margin  account
                           agreement   fully  executed  by  Introducing   Firm's
                           customer, and any other documents necessary to open a
                           Prime  Brokerage  Account  as  required  by  Clearing
                           Agent.

                  iii.     The  Introducing   Firm  shall  promptly  notify  the
                           Clearing  Agent,  but in no event later than 5:00 P.M
                           New York  City  time on  trade  date,  in a  mutually
                           acceptable  fashion,  of such  trades  in  sufficient
                           detail  for the  Clearing  Agent to be able to report
                           and  transfer any trade  executed by the  Introducing
                           Firm on behalf of a Prime  Brokerage  Account  to the
                           relevant Prime Broker.

2.       Clearing Agent's Responsibilities.

         a.       Executing Brokerage Services:

                  i.       Clearing  Agent shall open an  Executing  ("RVP/DVP")
                           Account   in  the  name  of  the   customer   of  the
                           Introducing  Firm  and the name of the  Prime  Broker
                           clearing transactions in said account. Clearing Agent
                           shall act upon the  trade  execution  information  as
                           provided to the Clearing Agent from Introducing Firm.

                  ii.      Clearing  Agent shall settle all  affirmed  trades on
                           settlement  day.  Clearing  Agent  shall use its best
                           efforts  to settle  unaffirmed  trades on  settlement
                           date;   however,   Clearing   Agent  shall  not  take
                           responsibility  in such  trades  that are not settled
                           within said time frame.

                  iii.     Clearing  Agent  shall  charge  a fee to  Introducing
                           Broker at an interest rate of Broker Call + 300 basis
                           points,  which Clearing Agent may change from time to
                           time,  for any trades  that are  identified  as being
                           "dk".  Such fee is based on the  number  of days that
                           the trade remained unsettled.



                                       27
<PAGE>

                  iv.      Clearing   Agent   shall   provide   reports  to  the
                           Introducing  Firm  on a daily  basis  to  assist  the
                           Introducing  Firm in reviewing  its  executed  trades
                           related to the Executing Brokerage Services.

         b.       Prime Brokerage Services:

                  i.       Upon Clearing Agent's approval of the Prime Brokerage
                           Account,   Clearing   Agent  shall  create  a  linked
                           account(s)  between the Prime  Brokerage  Account and
                           the Executing Broker (the contra-party of the trade).

                  ii.      Clearing Agent shall be responsible for affirming all
                           matched  trades.   All  unmatched   trades  shall  be
                           indicated  "dk" by the Clearing Agent and it shall be
                           the  responsibility  of the Introducing  Firm and its
                           customer  named in the  Prime  Brokerage  Account  to
                           resolve  the  "dk"  status  of  the  trade  with  the
                           Executing Broker.

                  iii.     Clearing Agent shall settle all trades  authorized by
                           the  Introducing  Firm and/or its customer  using the
                           Prime Brokerage Services.

                  iv.      Clearing  Agent  shall  reject  any  trades  that  it
                           identifies, in its sole judgment, as being an invalid
                           trade  or  any  trades  that  the   customer   and/or
                           Introducing   Firm   identifies  as  being   invalid.
                           Clearing  Agent  shall  not be  responsible  for  any
                           damages,  losses and/or  liabilities  related to such
                           identified trades.

                  v.       The  Introducing  Firm hereby agrees to indemnify and
                           hold the Clearing Agent harmless from and against any
                           loss,  liability,  damage, cost or expense (including
                           but not  otherwise  limited to fees and  expenses  of
                           legal counsel), as incurred, sustained or incurred in
                           connection   with   any   of  the   prime   brokerage
                           activities.

VIII.    FSI Professional.

         1.      Description of Services.  In the event that the product,  which
                 the  Introducing  Firm  shall  use to manage  their  investment
                 portfolios   breaks  down  or  is  unusable,   the   registered
                 representatives   of  the   Introducing   Firm   may   use  FSI
                 Professional to manage their investment portfolios.



                                       28
<PAGE>

         2.      Provision of FSI Professional.  The parties agree that Clearing
                 Agent will  provide to  Introducing  Firm the FSI  Professional
                 according to the following terms and conditions:

                  a.       Clearing Agent will provide the following:

                           i.       Delayed  Quotes  for the New  York,  NASDAQ,
                                    OPRA and American Exchanges;

                           ii.      Account Information access including account
                                    balance,  history,  open  orders,  completed
                                    orders, and current positions;

                           iii.     Full  trading  functionality  including  the
                                    ability to trade stocks,  options and mutual
                                    funds; and

                           iv.      The  FSI   Professional   may  also  include
                                    value-added  services  such as Standard  and
                                    Poor's  Research  Reports.  The value  added
                                    services  will  be  provided  at  a  service
                                    charge as set forth in Schedule A.

                  b.       Introducing Firm will:

                           i.       Provide access to FSI  Professional  through
                                    the Internet to its employees; and

                           ii.      Not  provide  the  FSI  Professional  to any
                                    party or parties  other than its  registered
                                    representatives,  it being  understood  that
                                    Introducing  Firm's  employees are to be the
                                    end   users   of   the   FSI   Professional.
                                    Introducing Firm shall not provide access to
                                    FSI  Professional  to any  party or  parties
                                    that it  knows  or has  reason  to know  are
                                    engaged in reselling or  redistributing  the
                                    information  made available  through the FSI
                                    Professional.

         3.       Advertising.  Without  the prior  consent of  Clearing  Agent,
                  which consent shall not be unreasonably withheld,  Introducing
                  Firm   will  not  agree  to  place  or   actually   place  any
                  advertisement  in any  newspaper,  publication  or other media
                  which makes  reference  to Clearing  Agent,  its trade name or
                  trademark  and  the  FSI   Professional   to  be  provided  to
                  Introducing Firm.

         4.       Limitation  of  Authority.  Clearing  Agent  shall  limit  its
                  services  pursuant  to the  terms of this  Agreement  to those
                  described herein and the related services  expressly set forth
                  herein and  Introducing  Firm shall not hold  itself out as an
                  agent  of  Clearing  Agent  or  any  of  the  subsidiaries  or
                  companies  controlled  directly or indirectly by or affiliated
                  with Clearing Agent.



                                       29
<PAGE>

         5.       Limitation of Liability. Neither Clearing Agent nor any of the
                  information   sources   providing   stock   quote   and  other
                  information   disseminated   through  the   Introducing   Firm
                  guarantees the timeliness,  sequence, accuracy or completeness
                  of any of the last sale, stock or option information, or other
                  market  information  supplied  through  the FSI  Professional.
                  Except  for such  claims  or  damages  arising  from  Clearing
                  Agent's  negligence or willful  misconduct,  neither  Clearing
                  Agent nor any of such  information  sources shall be liable in
                  any way to recipients of FSI  Professional or any other person
                  for any claims or damages,  consequential or otherwise,  which
                  may arise from any  inaccuracies,  errors in, or omissions of,
                  any of the information  provided through the FSI Professional,
                  or in the transmission or delivery thereof,  or for any damage
                  arising therefrom or occasioned thereby.

         6.       Upgrades.  Clearing  Agent from time to time may  upgrade  FSI
                  Professional.

         7.       Warranty.  Clearing  Agent  warrants  that, to the best of its
                  knowledge,  that the FSI  Professional  is free of programming
                  and  encoding  errors,  and shall  perform  and operate in the
                  manner   described   and   accurately   produce   the  results
                  represented.

         8.       Right to Alter or Discontinue.  If the FSI Professional and/or
                  any  programs  associated  with the FSI  Professional  used by
                  Introducing  Firm are, or, in Clearing  Agent's  opinion,  are
                  likely to be, the subject of a copyright,  trademark or patent
                  infringement claim, Clearing Agent may:

                  i.       Obtain   the   right  to   continue   using  the  FSI
                           Professional  and/or any programs associated with the
                           FSI Professional; or

                  ii.      Replace  or alter  the FSI  Professional  and/or  any
                           programs associated with the FSI Professional to make
                           them non-infringing.

                           If, in  Clearing  Agent's  opinion,  neither of these
                  alternatives  is  reasonably  available,  Clearing  Agent  may
                  discontinue  the license for the FSI  Professional  and/or any
                  programs  associated  with the FSI  Professional  upon written
                  notice to Introducing Firm.

IX. G-14 Customer Transaction Municipal Securities Rulemaking Board Reporting .

         1.       Pursuant to Municipal  Securities  Rulemaking  Board  ("MSRB")
                  Rule G-14, it is



                                       30
<PAGE>

                  hereby agreed between Introducing Firm and Clearing Agent that
                  Clearing   Agent  shall  report  to  the  MSRB  on  behalf  of
                  Introducing Firm.

2.                Clearing Agent  represents  that it is familiar with MSRB Rule
                  G-14.  Clearing Agent represents that it has completed testing
                  with the MSRB. Clearing Agent represents that it has processes
                  and procedures  reasonably  designed to ensure compliance with
                  G-14 requirements.

3.                Unless  otherwise  directed  in writing by  Introducing  Firm,
                  Clearing  Agent  will  record  and  transmit  to the MSRB,  on
                  Introducing   Firm's   behalf,   all   municipal    securities
                  transactions  with  customers that are required to be recorded
                  pursuant  to MSRB Rule G-14.  Clearing  Agent will also record
                  and transmit to the MSRB  information that is received via the
                  SIS  platform  system by  Clearing  Agent in  connection  with
                  modification or  cancellation  of any  transaction  previously
                  entered into the system.

4.                Clearing  Agent agrees that any records of MSRB Rule G-14 data
                  prepared  on  behalf of  Introducing  Firm and  maintained  by
                  Clearing Agent are the property of Introducing  Firm and shall
                  be  surrendered  promptly  upon  Introducing  Firm's  request.
                  Clearing Agent agrees to permit  examination of any records of
                  MSRB Rule G-14 data prepared on behalf of Introducing Firm and
                  maintained by Clearing Agent from time to time during business
                  hours by  representatives  of NASD Regulations or the MSRB and
                  to promptly  furnish to NASD  Regulation or its designee true,
                  correct,  complete, and current hard copy of any or all of any
                  part of these records.

5.                Clearing Agent agrees to promptly notify Introducing Firm upon
                  the  occurrence  of any event,  including  physical  damage to
                  Clearing  Agent's  facilities or legal  proceedings  involving
                  Clearing Agent that would  materially  affect Clearing Agent's
                  ability   to  make  MSRB  Rule  G-14   reports  on  behalf  of
                  Introducing Firm for an extended period of time.

6.                For  transactions not entered on the SIS system for execution,
                  Introducing  Firm is  responsible  for  providing  information
                  necessary for Clearing Agent to report on  Introducing  Firm's
                  behalf.  Introducing  Firm agrees that Clearing Agent may pass
                  any  out-of-pocket  costs associated with  development  and/or
                  maintenance  of this  system  onto  Introducing  Firm and that
                  Introducing Firm will be assessed a Fifty Dollars ($50.00) fee
                  for every trade in which  Introducing  Firm provides the trade
                  information to Clearing Agent after our daily  transmission to
                  National Securities Clearing  Corporation ("NSCC") of the MSRB
                  trade.

7.                Introducing  Firm  acknowledges and agrees that Clearing Agent
                  shall not be responsible for any municipal transaction that is
                  not received by Clearing Agent. Notwithstanding the foregoing,
                  if the Introducing  Firm does not trade municipal  securities,
                  the  Introducing  Firm  must  acknowledge  in  written  to the
                  Clearing  Agent  that the firm does not  engage  in  municipal
                  trades.



                                       31
<PAGE>

8.                Introducing  Firm  shall  become a member of MSRB and  provide
                  Clearing  Agent with its MSRB symbol  within  thirty (30) days
                  from the date of the Clearing Agreement.

9.                Introducing  Firm  shall  be  responsible  for any  applicable
                  regulatory  fines  and/or   penalties   assessed  against  the
                  Clearing Agent for municipal trades of the Introducing Firm in
                  which  the  Introducing  Firm  uses  the  MSRB  symbol  of the
                  Clearing  Agent instead of the MSRB symbol of the  Introducing
                  Firm.

10.               Clearing  Agent shall charge  Introducing  Firm Fifty  Dollars
                  ($50.00) per  municipal  trade in which the  Introducing  Firm
                  uses the MSRB symbol of the Clearing  Agent for its  municipal
                  trades.  Such fee may be  increased  by  Clearing  Agent every
                  Twelve (12) months upon Thirty (30) days written notice.

11.               Notwithstanding the foregoing,  nothing contained herein shall
                  relieve  Introducing  Firm of its obligations  under MSRB Rule
                  G-14.

X.                TRADE REPORTING AND COMPLIANCE ENGINE ("TRACE").

         1.       Clearing   Agent   herein   agrees  to  report  on  behalf  of
                  Introducing Firm any and all secondary market transactions for
                  eligible   fixed   income   securities   information   ("Order
                  Information")  to the NASD as  required  by and in  compliance
                  with  the  TRACE  Rules  and  the  TRACE  Reporting  Technical
                  Specifications,  and any  subsequent  modification  thereto as
                  they relate to TRACE reporting.

         2.       Introducing  Firm shall provide to Clearing  Agent in a timely
                  fashion  any and all  information  required  under  NASD Rules
                  6200-6260 arising from any TRACE eligible security transaction
                  into the Clearing  Agent's system.  This  information  will be
                  provided in a format as agreed upon by the parties.

         3.       Clearing Agent herein represents and warrants that it:

                  a.       Is  familiar  with  the  TRACE  Rules  and the  TRACE
                           Reporting Technical Specifications;

                  b.       Has completed or will complete all requisite  testing
                           to remain  in  compliance  with the  TRACE  Reporting
                           Technical Specifications;



                                       32
<PAGE>

                  c.       Has in place  processes  and  procedures  designed to
                           ensure  compliance  with the  TRACE  Rules  and TRACE
                           Reporting   Technical    Specifications,    and   any
                           subsequent modifications thereto; and

                  d.       Agrees to make  reports  to NASD in  compliance  with
                           TRACE   Rules   and   TRACE    Reporting    Technical
                           Specifications,   and  any  subsequent  modifications
                           thereto.

4.                Clearing  Agent  herein  agrees that any records of TRACE data
                  prepared on behalf of the  Introducing  Firm and maintained by
                  Clearing  Agent are the property of the  Introducing  Firm and
                  shall be surrendered promptly upon written request from a duly
                  authorized officer of the Introducing Firm.

5.                Upon reasonable notice, Clearing Agent herein agrees to permit
                  examination of any records of TRACE data prepared on behalf of
                  the  Introducing  Firm and maintained by Clearing Agent at any
                  time   during   regularly    scheduled   business   hours   by
                  representatives  of NASD Regulation and shall promptly furnish
                  to NASD Regulation or its designee true, correct, complete and
                  current hard copy of any or all of any part of these records.

6.                Clearing   Agent   herein   agrees  to  promptly   notify  the
                  Introducing  Firm upon the occurrence of any event,  including
                  but not  limited  to,  physical  damage  to  Clearing  Agent's
                  transmitting facilities, that would materially affect Clearing
                  Agent's  ability  to make  TRACE  reporting  on  behalf of the
                  Introducing Firm.

7.                In the event that  Clearing  Agent is unable or  unwilling  to
                  store any  records  of TRACE  data  prepared  on behalf of the
                  Introducing  Firm,  Clearing  Agent will  promptly  notify the
                  Introducing  Firm and deliver such records  within thirty (30)
                  days  from  the  date  of the  notice  to the  address  of the
                  Introducing  Firm  designated  in the  Notices  section of the
                  Agreement or to a location mutually agreed by both parties.

8.                As directed by the NASD,  Clearing  Agent  and/or  Introducing
                  Firm will resubmit  trades  rejected by the NASD as it relates
                  to TRACE Reporting for systematic issues.

9.                Introducing  Firm will report to the NASD via a web  interface
                  any  corrections,  cancellation,  cancel/rebill  and  rejected
                  trades due to NASD criteria of TRACE reportable trades.

10.               Introducing  Firm will provide any  necessary  information  to
                  Clearing  Agent in order for  Clearing  Agent to  perform  its
                  duties set forth in this Agreement.



                                       33
<PAGE>

11.               Introducing  Firm will review any and all  reports  related to
                  TRACE  trades  rejected  by  NASD  and  shall  make  necessary
                  adjustments to the firm's business practices to prevent future
                  rejects. Introducing Firm shall be liable for any fines and/or
                  penalties assessed by the NASD for such rejects.

12.               The  Introducing  Firm shall be charged a monthly  fee that is
                  based  on  the  reasonable  costs  and  expenses  incurred  by
                  Clearing Agent in reporting on behalf the Introducing Firm.

XI.               Compensation, Charges and Credits.

                  1.       Customer Charges.  The Clearing Agent shall charge to
                           and collect from each Introduced  Account the charges
                           which the  Introducing  Firm  directs  it to make for
                           each  transaction.  If specific  instructions are not
                           received  with respect to a specific  transaction  in
                           the time  period  required by the  Clearing  Agent to
                           implement  same,  the Clearing Agent shall charge the
                           Introduced  Account  the  amount  prescribed  in  the
                           Introducing  Firm's  basic rate  schedule  as then in
                           effect.  The basic  schedule may be amended from time
                           to time by written  instructions from the Introducing
                           Firm  to  the  Clearing  Agent,   provided  that  the
                           proposed terms are within the usual  capabilities  of
                           the Clearing  Agent's data  processing and operations
                           systems.

                  2.       Compensation.  As compensation for services  provided
                           hereunder by the Clearing Agent, the Introducing Firm
                           shall pay to the Clearing Agent:

                           a.       The amounts set forth in Schedule A attached
                                    hereto, as the same may be amended from time
                                    to time by agreement of the Introducing Firm
                                    and the  Clearing  Agent except as otherwise
                                    specifically set forth in this Agreement;

                           b.       The Clearing Agent's  charges,  as invoiced,
                                    set forth in  Schedule  B hereto as the same
                                    may  be   amended   from  time  to  time  by
                                    agreement  of the  Introducing  Firm and the
                                    Clearing Agent;

                           c.       The  interest  charges  made with respect to
                                    debit balances in margin Introduced Accounts
                                    in accordance with Schedule A hereto, as the
                                    same may be amended from time to time by the
                                    Clearing  Agent on thirty  (30)  days  prior
                                    written  notice,  in the event that the cost
                                    of funds to the Clearing Agent increases, or
                                    from  time  to  time  by  agreement  of  the
                                    Clearing  Agent  and the  Introducing  Firm.
                                    Such interest income shall be proprietary to
                                    and fully  retained by the  Clearing  Agent,
                                    subject to certain  credits  provided to the
                                    Introducing  Firm as set forth in Schedule A
                                    attached hereto,  as the same may be amended
                                    from  time  to  time  by  agreement  of  the
                                    Clearing Agent and the Introducing Firm.



                                       34
<PAGE>

         3.       Returned Deliveries.  In the event that any Introduced Account
                  or its agent  (including,  but not  otherwise  limited to, its
                  custodian bank) rejects a valid "delivery against payment" (as
                  this phrase is customarily  used in the  securities  industry)
                  made by the Clearing  Agent,  the Clearing  Agent reserves the
                  right to charge the Introduced  Account  interest,  based upon
                  the then current  brokers' call loan rate, with respect to the
                  total  payment  due the  Clearing  Agent from the date of such
                  rejection  until such time as such valid  delivery is accepted
                  and payment received therefore.  Any interest charged pursuant
                  to this  provision may be deducted by the Clearing  Agent from
                  net  commission  revenues  then due and owing the  Introducing
                  Firm  pursuant  to  the  provisions  of  this  Agreement.  The
                  Introducing  Firm  agrees that all COD  clients  and/or  their
                  agents will use the facilities of a securities  depository for
                  the confirmation,  acknowledgment and book entry settlement of
                  all   depository   eligible   transactions,   subject  to  the
                  exceptions set forth under Rule 387(a)(5) of the Rules;

         4.       Additional    Charges.    The   charges   set   forth   herein
                  notwithstanding,  additional  reasonable  charges for specific
                  services  rendered  but  not  otherwise  contemplated  by this
                  Agreement  may be  charged to the  Introducing  Firm as may be
                  mutually  agreed  to by the  parties.  The  parties  agree  to
                  negotiate  in  good  faith  to  reach  an  agreement  on  such
                  additional charges.

         5.       Payments.  Except as otherwise  specifically set forth herein,
                  payment of commission  revenue due the Introducing  Firm shall
                  be made by the Clearing Agent to the Introducing  Firm twice a
                  month.  The mid-month  payment will be based on trade activity
                  to date of payment less any Clearing  Fees due to the Clearing
                  Agent.  The end-of month payment,  to be paid in the following
                  month,  shall be an adjusted  amount  after  deduction  of all
                  clearing  and  other  charges,  costs  and  expenses  due  the
                  Clearing  Agent in accordance  with the terms of the Agreement
                  and all  amounts  due and  owing  the  Clearing  Agent  by the
                  Introducing  Firm  arising  from any  losses,  liabilities  or
                  damages in accordance  with the terms of the  Agreement  which
                  are  not in  dispute.  Such  end-of  month  payment  shall  be
                  accompanied by a settlement  statement  which will reflect the
                  deduction of all clearing and other charges, costs or expenses
                  due the  Clearing  Agent in  accordance  with the terms of the
                  Agreement and all amounts due and owing the Clearing  Agent by
                  the Introducing  Firm arising from any losses,  liabilities or
                  damages in accordance  with the terms of this Agreement  which
                  are not in dispute.  The Introducing Firm may request, and the
                  Clearing  Agent shall pay to  Introducing  Firm, up to two (2)
                  additional  payments per month from the commission revenue due
                  to it minus any Clearing Fees due to the Clearing Agent.

         6.       Conversion   Assistance   Payment.   As  an   inducement   for
                  Introducing Firm to enter into this Agreement,  Clearing Agent
                  agrees  to pay to  Introducing  Firm  Eight  Hundred  Thousand
                  Dollars ($800,000) (the "Conversion Assistance Payment").  The
                  Clearing  Agent  shall  pay  to  the   Introducing   Firm  the
                  Conversion Assistance Payment as follows:  $250,000 concurrent
                  with the  execution  of this  Agreement,  $250,000  on the day
                  which is the midway point  between the date this  Agreement is
                  executed by both  parties and the date chosen by the  Clearing
                  Agent as the conversion date and $300,000 immediately upon the
                  completion of the conversion of all of the Introduced Accounts
                  of the Introducing Firm to the Clearing Agent.



                                       35
<PAGE>

XII.     Conversions.

         The following  provisions  shall apply to the  Introducing  Firm in the
         event the Introducing Firm is converting Introduced Accounts maintained
         with another broker/dealer:

         1.       Accounts  Not  Converted.  As of the  effective  date  of this
                  Agreement  the Clearing  Agent will not convert to its records
                  as  Introduced   Accounts  those  customer   accounts  of  the
                  Introducing  Firm which are  partially  or totally  unsecured;
                  have  securities  in  the  name  of  the  Introducing   Firm's
                  customers;  or have legal transfer  securities  (securities in
                  the name of estates, trust, joint ownership, foreign ownership
                  and such).

         2.       Open Orders.  The Clearing Agent shall have the power to place
                  open orders as  instructed by the  Introducing  Firm as of the
                  effective date of this Agreement,  and appropriate adjustments
                  shall  be made by the  Clearing  Agent  to  reflect  that  the
                  Clearing  Agent has acted as  broker on the open  orders  with
                  specialists on any securities exchange.

         3.       Adjustments  - Dividends.  The  Clearing  Agent shall have the
                  power  to  effect  appropriate  adjustments  with  respect  to
                  pending dividends and other  distributions  from the effective
                  date of this  Agreement  through the last payable date of such
                  pending dividends.

         4.       Adjustments - Other.  The Clearing  Agent shall have the power
                  to  allocate  and  make  appropriate  adjustments  for  fails,
                  reorganization  accounts,  other work in process accounts, and
                  overages   relating  to  accounts  of  the  customers  of  the
                  Introducing Firm that have become Introduced Accounts pursuant
                  to the terms of this Agreement.

         5.       Assumption of Liability. The Introducing Firm shall assume all
                  liabilities in connection  with uncompared  principal  trades.
                  The  Introducing  Firm shall also  assume all  liabilities  in
                  connection  with  the bad  debts of all  Introduced  Accounts.
                  Unsecured  debits  in the  Introduced  Accounts  shall be paid
                  within thirty (30) days of their origin date,  and it shall be
                  the  responsibility  of the  Introducing  Firm to collect such
                  payments  from its customers and transmit them to the Clearing
                  Agent  within such thirty  (30) day period.  If any  unsecured
                  debit balances remain  outstanding beyond such thirty (30) day
                  period,  the Clearing  Agent is authorized to apply as payment
                  of such debit balances commission fees owed to the Introducing
                  Firm  in  connection  with   transactions   pursuant  to  this
                  Agreement.



                                       36
<PAGE>

         6.       Introduced Accounts to be Excluded from Conversion. It will be
                  the exclusive responsibility of the Introducing Firm to notify
                  the Clearing Agent in writing of any Introduced  Accounts that
                  are not to be included as part of a conversion of  Introducing
                  Firm's  Introduced  Accounts.   Clearing  Agent  will  not  be
                  responsible for the inclusion of any such  Introduced  Account
                  in a conversion absent such written notification.

         7.       Activity  Before   Conversion.   No  transfers  of  securities
                  relating to Introduced  Accounts shall be affected  during the
                  period   commencing  ten  (10)  business  days  prior  to  the
                  conversion date.

         8.       Conversion from Clearing Agent.

                  a.       Fees  Associated  with a Conversion.  The Introducing
                           Firm will be subject to standard conversion fees.

                  b.       Post-Conversion Obligations. It is the responsibility
                           of the Introducing Firm to maintain  information with
                           regard to the client's  account once  Clearing  Agent
                           has  converted  the  account.  Clearing  Agent  shall
                           comply with any timely ACAT  request and is not under
                           any  obligation to notify the  Introducing  Firm with
                           respect to such request.  Clearing Agent reserves the
                           right to discontinue  Introducing  Firm's  systematic
                           access to client account information.

XIII.    Termination of Agreement; Events of Default; Remedies.

         1. Term. The term of this  Agreement  shall be for an initial period of
         five (5) years  commencing on the date set forth on the initial page of
         the Agreement and  continuing  until the close of business on the final
         business  day of the  initial  period  (the  "Termination  Date")  (the
         "Initial Term"). Either Party must provide written notice no later than
         one hundred twenty (120) days prior to Termination  Date, if it intends
         not to renew  this  Agreement.  Failure  to do so will  result  in this
         Agreement  being  renewed for  successive  one-year  periods (each year
         being a "Renewal  Term").  During any Renewal  Term,  either party must
         provide  written  notice to the other  party no later than one  hundred
         twenty  (120) days prior to the last day of such  Renewal  Term,  if it
         intends  not to renew  this  Agreement.  Except as  otherwise  provided
         herein,  at no time during the Initial Term or any Renewal Term of this
         Agreement shall either  Introducing  Firm or Clearing Agent cancel this
         Agreement except for an Event of Default.



                                       37
<PAGE>

         2.      Events  of  Default.   Each  of  the  following   events  shall
                 constitute  an event of default (an "Event of  Default")  under
                 this Agreement:

                  a.       Compliance with Agreement,  Covenants.  If either the
                           Clearing Agent or the Introducing  Firm shall fail to
                           perform, undertake,  observe or comply with any term,
                           covenant,   responsibility   or   condition   to   be
                           performed,  undertaken,  observed or complied with by
                           it hereunder,  or any representation or warranty made
                           by either the Clearing Agent or the Introducing  Firm
                           herein shall prove to be false or  misleading  in any
                           material     respect    and    such     failure    or
                           misrepresentation,   if   curable,   shall   continue
                           unremedied  for a period  of thirty  (30) days  after
                           written  notice  from  the  non-defaulting  party  is
                           transmitted  to the defaulting  party  specifying the
                           failure or  misrepresentation  and demanding that the
                           same be remedied; or

                  b.       Bankruptcy/SIPC. A receiver, liquidator or trustee of
                           either the Clearing Agent or the Introducing Firm, or
                           of any property held by either party, is appointed by
                           court order and such order remains in effect for more
                           than thirty (30) days;  or either the Clearing  Agent
                           or the  Introducing  Firm is adjudicated  bankrupt or
                           insolvent;  or any of its property is  sequestered by
                           court order and such order remains in effect for more
                           than 30 days; or a petition is filed  against  either
                           the Clearing Agent or the Introducing  Firm under any
                           bankruptcy, reorganization,  arrangement, insolvency,
                           readjustment of debt,  dissolution or liquidation law
                           of any  jurisdiction,  whether  now or  hereafter  in
                           effect,  and is not dismissed within thirty (30) days
                           after such filing.  In the event that the Introducing
                           Firm is the subject of the  issuance of a  protective
                           decree pursuant to the Securities Investor Protection
                           Act of 1970 (15 USC 78aaa-lll), any claim by Clearing
                           Agent  for  payment  of a  termination  fee  shall be
                           subordinate  to  claims  of  the  Introducing  Firm's
                           customers  that have  been  approved  by the  Trustee
                           appointed  by  the  Securities   Investor  Protection
                           Corporation   pursuant   to  the   issuance  of  such
                           protective decree; or

                  c.       Creditor  Relief.  Either the  Clearing  Agent or the
                           Introducing   Firm  files  a  petition  in  voluntary
                           bankruptcy or seeking  relief under any provisions of
                           any    bankruptcy,    reorganization,    arrangement,
                           insolvency,  readjustment  of  debt,  dissolution  or
                           liquidation law of any  jurisdiction,  whether now or
                           hereafter in effect, or consents to the filing of any
                           petition against it under any such law; or

                  d.       Insolvency.   Either  the   Clearing   Agent  or  the
                           Introducing  Firm makes an assignment for the benefit
                           of its creditors,  or admits in writing its inability
                           to pay its debts  generally  as they  become  due, or
                           consents to the appointment of a receiver, trustee or
                           liquidator  of  either  the  Clearing  Agent  or  the
                           Introducing  Firm,  or of any property held by either
                           party; or



                                       38
<PAGE>

                  e.       False Representation. The Introducing Firm in any way
                           attempts to hold itself out as,  advertise  or in any
                           way  represents  that it is the agent of the Clearing
                           Agent; or

                  f.       Payment  Default.  The Introducing Firm shall fail to
                           satisfy  fully and timely any  liability  to Clearing
                           Agent,  or  Introducing  Firm shall fail to pay fully
                           and timely any payment to Clearing Agent, as required
                           by this Agreement; or

                  g.       Regulatory Action.  Introducing Firm fails to provide
                           Clearing  Agent with written notice of any regulatory
                           investigation,  indictment,  arrest or censure within
                           ten (10) days from such information becoming publicly
                           available.

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

         3.       Change of Control.  If during the Initial Term Clearing  Agent
                  sells  substantially  all of its  assets  (by way of merger or
                  otherwise)  to a  nonaffiliated  third  party  (a  "Change  of
                  Control") and the Clearing Agent's successor does not agree to
                  assume  the  rights  and  obligations  of the  Clearing  Agent
                  hereunder, Clearing Agent shall: (i) waive the IRA termination
                  fees set forth in  Schedule A attached  hereto and (ii) pay to
                  the Introducing firm an amount equal to the lesser of $500,000
                  or thirty percent (30%) of the total Clearing Fees paid by the
                  Introducing  Firm to the Clearing Agent for the six (6) months
                  prior to the date this Agreement is terminated. Clearing Agent
                  shall  provide  written  notice  of a  Change  of  Control  to
                  Introducing  Firm no later  than six (6)  months  prior to the
                  consummation of such Change of Control.

         4.       Continuation of Certain Responsibilities.  Termination of this
                  Agreement  however  caused  shall not release the  Introducing
                  Firm  or  the   Clearing   Agent   from   any   liability   or
                  responsibility  to the  other  with  respect  to  transactions
                  effected  prior  to the  effective  date of such  termination,
                  whether or not claims relating to such transactions shall have
                  been made before or after such termination. If no arrangements
                  have been made regarding the conversion of Introduced Accounts
                  within thirty (30) days after  termination of this  Agreement,
                  the Clearing Agent may maintain such accounts in its own name.



                                       39
<PAGE>

         5.       Release of  Information.  In the event of  termination  of the
                  Agreement, the Clearing Agent shall release to the Introducing
                  Firm, at the  Introducing  Firm's  request and upon payment by
                  the  Introducing  Firm to the  Clearing  Agent of a reasonable
                  charge for conversion  expenses incurred by the Clearing Agent
                  at the request of the  Introducing  Firm, all  information the
                  Introducing Firm may reasonably  require to continue servicing
                  such Introduced Accounts.

         6.       Right of Offset. In the event that the Introducing Firm's acts
                  or omissions result in an Event of Default, the Clearing Agent
                  shall offset any and all liabilities, costs or expenses due it
                  from the Introducing Firm which remained unpaid as of the date
                  of such Event of Default  against the commission  revenue then
                  in the possession of the Clearing  Agent,  and if insufficient
                  then  against  the  Introducing  Firm's  security  deposit  or
                  Clearing  Deposit  with the Clearing  Agent set forth  herein.
                  Should this continue to be  insufficient,  the Clearing  Agent
                  shall offset, deduct, setoff, recoup, and/or use and apply all
                  or any portion of any of Introducing Firm's revenue and/or any
                  other monies, property,  securities,  contracts and commercial
                  paper (and the proceeds and products of any of the  foregoing,
                  collectively   with   such   proceeds   and   products,    the
                  "Collateral"),  then in  possession,  custody  or  control  of
                  Clearing Agent  (whether held in an account or otherwise).  In
                  furtherance  and  confirmation  of the foregoing,  Introducing
                  Firm  hereby  grants,  transfers,  assigns  and conveys to the
                  Clearing Agent a first and prior lien and security interest in
                  the    Collateral,    including    without    limitation   any
                  after-acquired  Collateral which is now or subsequently in the
                  possession,   custody,  or  control  of  the  Clearing  Agent.
                  Introducing  Firm  further  agrees  that  Clearing  Agent may,
                  during an Event of Default,  debit any cash  balance in any of
                  its  accounts  with  Clearing  Agent,   and/or  liquidate  any
                  securities  in any such  accounts,  and credit the proceeds to
                  the  Clearing  Agent.  Any  remaining  liability  shall not be
                  extinguished thereby. Introducing Firm hereby acknowledges and
                  agrees that any rights set forth  herein  shall be in addition
                  to all other  remedies  available  to  Clearing  Agent by law,
                  equity or this Agreement, all of which remain available to the
                  Clearing Agent.

XIV.     Action Against Customers.

         1.       Withholding  Payment or Delivery.  The Clearing Agent shall be
                  obligated   to   follow   the   Introducing   Firm's   written
                  instructions  to withhold  payment for  securities  sold or to
                  withhold  delivery  of  securities  purchased  for  Introduced
                  Accounts after the Introducing Firm makes such a request based
                  upon failure of an Introduced Account to pay for a purchase of
                  securities or upon failure of an Introduced Account to deliver
                  securities sold.

         2.       Remedial Action.  The Clearing Agent reserves the right (i) to
                  give prior oral or written notice to the Introducing  Firm and
                  to  any   Introduced   Account  for  failure  to  make  timely
                  settlement  and of the  Clearing  Agent's  intention  to  take
                  remedial  action and (ii) to take such  remedial  action which
                  the Clearing  Agent in its sole  judgment  deems  necessary or
                  appropriate.



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<PAGE>

         3.       Account Responsibility. In the case of all transactions placed
                  by the Introducing Firm on behalf of Introduced Accounts,  the
                  Introducing  Firm  assumes  the risk of loss  associated  with
                  Introduced   Accounts'   obligations  to  pay  for  securities
                  purchased  and  to  deliver  securities  sold  and  for  other
                  defaults of customers. Nothing in this Agreement shall relieve
                  Introduced  Accounts of responsibility  for their obligations.
                  In the event any obligation of an Introduced Account shall not
                  be satisfied by the Introducing Firm, the Clearing Agent shall
                  have the right at all times, in its sole discretion (but shall
                  not be obliged) to institute  and  prosecute in its name,  any
                  action or proceeding against any of the Introduced Accounts as
                  to any  controversy  or  claim  arising  out  of the  Clearing
                  Agent's  transactions  with the  Introducing  Firm or with the
                  Introduced  Accounts,  and nothing  contained in the Agreement
                  shall be deemed or construed to impair or prejudice such right
                  in  any  way   whatsoever,   nor  shall  the   institution  or
                  prosecution  of any such  action  or  proceeding  relieve  the
                  Introducing Firm of any liability or responsibility  which the
                  Introducing  Firm would  otherwise have or have had under this
                  Agreement.  If the  Introducing  Firm  shall pay or satisfy an
                  obligation  of an Introduced  Account,  the  Introducing  Firm
                  shall  be  subrogated  to the  rights  of the  Clearing  Agent
                  against such Introduced Account.

XV.      Miscellaneous.

         1.       Limitation  of Authority.  The Clearing  Agent shall limit its
                  services  pursuant to the terms of this  Agreement  to that of
                  clearing  functions  and the related  services  expressly  set
                  forth  herein and the  Introducing  Firm shall not hold itself
                  out  as  an  agent  of  the  Clearing  Agent  or  any  of  the
                  subsidiaries or companies controlled directly or indirectly by
                  or affiliated with the Clearing Agent.

         2.       Modification  of  Agreement.   Except  as  otherwise  provided
                  herein,  this  Agreement  may be  modified  only by a  writing
                  signed by both parties to this  Agreement.  Such  modification
                  shall not be deemed a cancellation of this Agreement. Schedule
                  B may be  modified  by  execution  by  both  parties  of a new
                  Schedule B designating  all exhibits to be  incorporated  into
                  this Agreement and the attachment of such exhibits hereto.

         3.       Regulatory  Review.  This Agreement may be submitted to and/or
                  approved by any  securities  exchange or other  regulatory and
                  self-regulatory  bodies  vested with the  authority  to review
                  and/or   approve   this   Agreement   or  any   amendment   or
                  modifications  hereto.  In the event any such  regulatory body
                  disapproves  of any provision of this  Agreement,  the parties
                  hereto agree to bargain in good faith to achieve the requisite
                  approval.



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<PAGE>

         4.       Disputes.  Any dispute,  controversy  or claim  arising out of
                  this  Agreement or the  performance or breach hereof which the
                  parties  have  not  been  able to  settle  amicably  within  a
                  reasonable  period of time  shall be  settled  exclusively  by
                  arbitration  in accordance  with the NASD Code of  Arbitration
                  Procedure by  arbitrators  appointed in  accordance  with such
                  Code.  The parties  further  agree that the venue for any such
                  arbitration shall be Philadelphia, Pennsylvania.

         5.       Investigation  of Facts.  The Clearing Agent will not be bound
                  to make any  investigation  into  the  facts  surrounding  any
                  transaction  that it may have with the  Introducing  Firm on a
                  principal  or agency  basis or that the  Introducing  Firm may
                  have  with  its  Introduced  Accounts  or other  persons.  The
                  Clearing  Agent  will  not be  under  any  responsibility  for
                  compliance   by  the   Introducing   Firm  with  any  laws  or
                  regulations which may be applicable to the Introducing Firm.

         6.       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 the Introducing  Firm or the Clearing Agent.  Any
                  assignment of the 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 consents to such an assignment in writing,
                  such  consent  shall not however be  unreasonably  withheld by
                  either  party.  Assignment  shall be necessary in the event of
                  merger or  acquisition of either party where such party is not
                  the surviving entity. Neither this Agreement nor any operation
                  hereunder  is intended  to be,  shall not be deemed to be, and
                  shall not be  treated  as a general  or  limited  partnership,
                  association  or joint venture or agency  relationship  between
                  the Introducing Firm and the Clearing Agent.

         7.       Choice of Law. The  construction and effect of every provision
                  of this Agreement, the rights of the parties hereunder and any
                  questions  arising out of this Agreement,  shall be subject to
                  the   statutory  and  common  law  of  the   Commonwealth   of
                  Pennsylvania  without regard to the conflict of law principles
                  thereof.

         8.       Change in Management. Each party shall notify the other of any
                  change in that party's senior  management or any other changes
                  in the party's  corporate  structure  material to that party's
                  ability to perform under this Agreement.

         9.       Construction of Agreement.  This Agreement has been negotiated
                  by the  respective  parties hereto and their legal counsel and
                  the language  hereof will not be construed  for or against any
                  party.   The  Section  headings  used  or  contained  in  this
                  Agreement are for convenience and reference only and shall not
                  affect the construction of this Agreement.  References  herein
                  to Sections and  Schedules  mean and refer to Sections of, and
                  Schedules  to, this  Agreement,  unless  otherwise  specified.
                  Words in the  singular  include the  plural,  and words in the
                  plural  include the singular.  Words in the  masculine  gender
                  include the neuter and feminine genders, words in the feminine
                  gender  include the neuter and masculine  genders and words in
                  the neuter gender include the masculine and feminine genders.



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<PAGE>

         10.      No Ties. 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 the  Introducing  Firm any  special
                  treatment  regarding  any other  arrangements,  agreements  or
                  understandings  which  presently exist between the Introducing
                  Firm and the Clearing  Agent or which may  hereinafter  exist.
                  The Introducing  Firm shall be under no obligation  whatsoever
                  to deal with the Clearing Agent or any of its  subsidiaries or
                  any  companies   controlled   directly  or  indirectly  by  or
                  affiliated with the Clearing Agent, in any capacity other than
                  as set forth in this Agreement.  Likewise,  the Clearing Agent
                  shall be  under  no  obligation  whatsoever  to deal  with the
                  Introducing  Firm  or any of its  affiliates  in any  capacity
                  other than as set forth in this Agreement.

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

         12.      Time is of the Essence.  The parties agree that,  with respect
                  to the time deadlines  stated in this  Agreement,  Exhibits or
                  documents  incorporated  by reference  herein,  time is of the
                  essence.

         13.      Exhibits.  The terms and  conditions  of the  Exhibits to this
                  Agreement are incorporated  herein by this reference and shall
                  constitute  part of  this  Agreement  as if  fully  set  forth
                  herein.

         14.      Severability.  In the event any one or more of the  provisions
                  of this Agreement  shall for any reason be held to be invalid,
                  illegal or  unenforceable,  the  remaining  provisions of this
                  Agreement  shall be  unimpaired,  and the invalid,  illegal or
                  unenforceable  provision  shall  be  replaced  by  a  mutually
                  acceptable   provision,   which,   being   valid,   legal  and
                  enforceable,  comes  closest to the  intention  of the parties
                  underlying the invalid,  illegal, or unenforceable  provision.
                  If this  Agreement  or any  provision  hereof  are  held to be
                  invalid,   illegal  or  unenforceable  under  the  laws  of  a
                  particular state or  jurisdiction,  it is the intention of the
                  parties that all of the  provisions  of this  Agreement  shall
                  remain in full  force  and  effect  in all  other  states  and
                  jurisdictions.



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<PAGE>

         15.      Force  Majeure.  No party shall be liable for delay or failure
                  in  performance  hereunder  due to causes  beyond its control,
                  including  acts  of  God,  fires,  strikes,  acts  of  war  or
                  intervention  by any  governmental  authority,  and each party
                  shall take steps to minimize any such delay.

         16.      Entire  Agreement.  The terms  and  conditions  stated  herein
                  constitute  the entire  agreement  between  Clearing Agent and
                  Introducing Firm as to the subject matter of this Agreement.

         18.      Recording of Telephone Calls. The parties  recognize and agree
                  that  telephone  calls  between the  Introducing  Firm and the
                  Clearing Agent may be recorded.

         19.      Notices.  Any notice or request  required or  permitted  to be
                  given under this  Agreement  shall be sufficient if in writing
                  and sent by hand or by certified mail, in either case,  return
                  receipt requested, to the parties at the following addresses:

                 As to the Introducing Firm:
                         Mr. Mark Goldwasser, Chief Executive Officer
                         National Securities Corporation
                         120 Broadway, 28th Floor

                         New York, NY10271

                 With a copy to:
                         Mr. Rick Wlasiuk, Director of Operations
                         National Securities Corporation
                         120 Broadway, 28th Floor
                         New York, NY 10271

                         Mr. Michael Bresner, President
                         National Securities Corporation
                         1001 4th Avenue, Suite 2200
                         Seattle, WA 98154

                 As to the Clearing Agent:
                         Mr. Walt Koller, President & CEO
                         Fiserv Securities, Inc.
                         One Commerce Square
                         2005 Market Street
                         Philadelphia, PA  19103-3212

                 With a copy to:
                         Mr. Dan Gallagher, Sr. Vice President,  General Counsel
                         & Secretary Fiserv Securities, Inc. One Commerce Square
                         2005 Market Street
                         Philadelphia, PA  19103-3212



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<PAGE>

                 As to Risk Management Officer to:
                         Mr. Joseph Buckley, Vice President
                         Fiserv Securities, Inc.
                         One Commerce Square
                         2005 Market Street
                         Philadelphia, PA  19103-3212

         20.  Approval.  This Agreement  shall be subject to approval by the New
         York  Stock  Exchange   ("NYSE")  and  by  any  other   self-regulatory
         organization  vested  with the  authority  to  review  or  approve  it.
         Clearing Agent shall submit this Agreement to the NYSE and  Introducing
         Firm shall submit this  Agreement to any other such  organization  from
         which Introducing Firm is required to obtain approval.  In the event of
         disapproval,  the  parties  shall  bargain  in good  faith  to make the
         changes necessary to achieve the requisite approval.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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<PAGE>

         IN WITNESS  WHEREOF,  the parties  hereto have made and  executed  this
Agreement as of the dates set forth below.

Introducing Firm                                Fiserv Securities, Inc.

By:       _________________________             By:     ________________________

Name:     _________________________             Name:    _______________________

Title:    _________________________             Title:   _______________________

Date:     _________________________             Date:    _______________________






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