FULLY DISCLOSED CLEARING AGREEMENT

                                       OF

                                PERSHING DIVISION

               DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION



THIS AGREEMENT is made and entered into this 30th day of April, 2002 ("Effective
Date") by and between the  Pershing  Division  of  Donaldson,  Lufkin & Jenrette
Securities Corporation ("Pershing"),  a Delaware Corporation, and Muriel Siebert
& Co., Inc. ("Broker"), a Delaware Corporation.

1.0  APPROVAL

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

2.0  AGREEMENT

         From the date of this Agreement until the termination of this Agreement
as  provided  in  Paragraph  22 hereof,  Pershing  shall  carry the  proprietary
accounts of Broker and the cash and margin  accounts of the  customers of Broker
introduced  by Broker to Pershing,  and  accepted by  Pershing,  and shall clear
transactions on a fully disclosed basis for such accounts,  in the manner and to
the extent set forth in this Agreement.  The accounts of Broker shall incude the
accounts of its divisions.  Pershing shall also provide to Broker, including its
divisions,  systems hereinafter  described,  that provide Broker's customers the
ability to trade,  view their  accounts and related  information  online via the
Internet.

3.0  ALLOCATION OF RESPONSIBILITY

3.1  Responsibilities of the Parties.

         Pursuant  to  NYSE  Rule  382,   responsibility   for  compliance  with
applicable  laws,   rules,  and  regulations  of  the  Securities  and  Exchange
Commission  ("SEC"),  the  National  Association  of  Securities  Dealers,  Inc.
("NASD"),  the  NYSE,  and any other  regulatory  or  self-regulatory  agency or
organization  (collectively the "Rules") shall be allocated between Pershing and
Broker as set forth in this Agreement.  To the extent that a particular function
is  allocated  to one party under this  Agreement,  the other party shall supply
that party with  information in its possession  pertinent to the performance and
supervision of that function.


<PAGE>

3.2   Relationship with Customers.

         Except as provided in Paragraph 27.11 of this Agreement,  all customers
receiving  services pursuant to this Agreement shall remain customers of Broker.
Pershing  shall  provide  services  under this  Agreement  to Broker only to the
extent explicitly  required by specific  provisions  contained in this Agreement
and shall not be  responsible  for any duties or  obligations  not  specifically
allocated  to  Pershing  pursuant  to this  Agreement.  Broker  shall enter into
appropriate contractual  arrangements with customers on its own behalf, and such
agreements shall make Broker, and not Pershing, responsible to customers for the
provision of services. Broker shall not be deemed to be an agent of Pershing for
any purpose, nor shall Pershing be deemed to have a fiduciary  relationship with
any of Broker's  customers.  Broker  acknowledges that Pershing does not control
the business or operations of Broker.

4.0     REPRESENTATIONS AND WARRANTIES

4.1     Broker.  Broker represents and warrants that:

4.1.1  Corporation  Duly  Organized.  Broker is a  corporation  duly  organized,
validly  existing,  and in good  standing  under  the  laws of the  state of its
incorporation.

4.1.2  Registration.  Broker  is  duly  registered  and in  good  standing  as a
broker-dealer with the SEC.

4.1.3 Authority to Enter Agreement. Broker has all requisite authority,  whether
arising under  applicable  federal or state law or the rules and  regulations of
any regulatory or  self-regulatory  organization to which Broker is subject,  to
enter into this  Agreement  and to retain the services of Pershing in accordance
with the terms of this Agreement.

4.1.4  Material  Compliance  with  Rules and  Regulations.  Except as  otherwise
disclosed,  Broker and each of its employees is in material compliance with, and
during the term of this Agreement shall remain in material  compliance with, the
registration,  qualification, capital, financial reporting, customer protection,
and other requirements of every self-regulatory  organization of which Broker is
a member, of the SEC, and of every state to the extent that Broker or any of its
employees is subject to the jurisdiction of that state.

4.1.5 No Pending Action, Suit,  Investigation,  or Inquiry. Broker has disclosed
to Pershing every material action, suit,  investigation,  inquiry, or proceeding
(formal or informal) pending or threatened  against or affecting Broker,  any of
its affiliates,  or any officer,  director,  or general securities  principal or
financial and operations  principal of Broker,  or their respective  property or
assets,  by  or  before  any  court  or  other  tribunal,  any  arbitrator,  any
governmental authority, or any self-regulatory organization of which any of them
is a member.  Broker shall notify  Pershing  promptly,  of the initiation of any
such  action,  suit,  investigation,  inquiry,  or  proceeding  that  may have a
material impact on the capital of Broker.

4.1.6  Broker  Responsibility.  Broker  shall be  responsible  for all  internal
operations  related  to  its  business  including  without  limitation  (i)  all
accounting, bookkeeping, record-keeping,  cashiering, commodity transactions, or
any other transactions not involving securities;  or any matter not contemplated
by the  Agreement;  (ii)  preparation  of Broker's  payroll  records,  financial
statements,  or any analysis thereof; (iii) preparation or issuance of checks in
payment of Broker's expenses, other than expenses incurred by Pershing on behalf
of Broker  pursuant  to this  Agreement;  and (iv)  payment  of  commissions  to
Broker's sales personnel.



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<PAGE>

4.2   Pershing.  Pershing represents and warrants that:

4.2.1  Corporation  Duly  Organized.  Donaldson,  Lufkin &  Jenrette  Securities
Corporation  ("DLJ") is a corporation duly organized,  validly existing,  and in
good standing under the laws of the state of Delaware.

4.2.2  Registration.  DLJ is duly  registered  and in good  standing as a broker
dealer  with the SEC and is a member  firm in good  standing of the NYSE and the
NASD.

4.2.3 Authority to Enter  Agreement.  DLJ has all requisite  authority,  whether
arising under  applicable  federal or state law, or the rules and regulations of
any regulatory or self-regulatory organization to which DLJ is subject, to enter
into this  Agreement and provide  services in accordance  with the terms of this
Agreement.

4.2.4  Compliance  with  Registration.  Pershing and each of its employees is in
material  compliance with, and during the term of this Agreement shall remain in
material  compliance with the registration,  qualification,  capital,  financial
reporting,  customer protection, and other requirements of every self-regulatory
organization of which Pershing is a member, of the SEC, and every state.

4.2.5 No Pending Action, Suit, Investigation, or Inquiry. Pershing has disclosed
to Broker every material action,  suit,  investigation,  inquiry,  or proceeding
(formal or informal) pending or threatened against or affecting Pershing, any of
its affiliates,  or any officer,  director,  or general securities  principal or
financial and operations principal of Pershing,  or their respective property or
assets,  by  or  before  any  court  or  other  tribunal,  any  arbitrator,  any
governmental authority, or any self-regulatory organization of which any of them
is a member.  Pershing  shall notify Broker  promptly,  of the initiation of any
such  action,  suit,  investigation,  inquiry,  or  proceeding  that  may have a
material impact on the capital of Pershing.

4.2.6 Pershing  Responsibility.  Pershing shall be responsible  for all internal
operations  related  to  its  business  including  without  limitation  (i)  all
accounting, bookkeeping, record-keeping,  cashiering, commodity transactions, or
any other transactions not involving securities;  or any matter not contemplated
by the Agreement;  (ii)  preparation of Pershing's  payroll  records,  financial
statements, or any analysis thereof; and (iii) preparation or issuance of checks
in payment of Pershing's  expenses,  other than  expenses  incurred by Broker on
behalf of Pershing pursuant to this Agreement.

5.0     ESTABLISHING AND ACCEPTING NEW ACCOUNTS

5.1  Acceptance of New  Accounts.  Broker shall be  responsible  for opening and
approving new accounts in compliance with the applicable Rules.



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<PAGE>

5.1.1  Pershing  reserves the right,  upon advising  Broker with an  explanation
(confirmed  in  writing  or by  electronic  message in a manner as agreed by the
parties),  to reject any  account  which the Broker may forward to Pershing as a
potential new account.  Pershing also reserves the right,  upon advising  Broker
with an explanation  (confirmed in writing or by electronic  message in a manner
as agreed by the parties) to terminate any account previously  accepted by it as
a new account.

5.1.2 At the time of the  opening of any new  account,  the Broker  must  obtain
sufficient information from its customer to satisfy itself as to the identity of
its  client  and the  source of its funds to satisfy  itself  that  opening  the
account  would not  violate  the  provisions  of  various  Executive  Orders and
regulations  issued  thereunder by the Office of Foreign Assets Control  (OFAC),
which enforces  economic and trade sanctions against foreign countries and their
agents,  terrorism  sponsoring  agencies  and  organizations  and  international
narcotics traffickers.

5.2 Maintenance of Account Information. Pershing may rely without inquiry on the
validity of all customer  information  furnished to it by Broker.  Possession of
any  such  documents  or  information,  however  provided,  concerning  Broker's
customers does not create a duty on the part of Pershing to review or understand
the content of those documents.

5.3 Pershing Operations Manual. Broker acknowledges receipt and familiarity with
the Pershing "Quick  Reference  Guide" and "Bulletins" and agrees to familiarize
itself with any  modifications  or  supplements  to such  documents  that may be
issued from time to time. Pershing will comply with its operations manual to the
extent necessary to perform its obligations under this Agreement.

6.0     SUPERVISION OF ORDERS AND ACCOUNTS

6.1  Responsibility  for  Compliance.  Broker  shall be solely  responsible  for
compliance with applicable  suitability,  "Know Your Customer"  rules, and other
requirements of federal and state law and regulatory and  self-regulatory  rules
and regulations governing  transactions and accounts.  Possession by Pershing of
surveillance  records,  exception  reports,  or other  similar  data  shall  not
obligate Pershing to review or be aware of their contents. Pershing shall not be
required to make any  investigation  into the facts  surrounding any transaction
that it may execute or clear for Broker or any customer of Broker.

6.2  Compliance  Procedures.  Broker  agrees to  supervise  compliance  with the
applicable  Rules.  Broker  shall  review  transactions  and  accounts to assure
compliance with prohibitions against manipulative  practices and insider trading
and other  requirements  of federal and state law and applicable  regulatory and
self-regulatory  rules  and  regulations  to which  Broker or its  customer  are
subject.  Without limiting the above, Broker shall be responsible for compliance
with the supervisory requirements in Section 15(b)(4) of the Securities Exchange
Act of 1934,  as  amended,  NASD Rule 3010,  NYSE Rules  342,  351 and 431,  and
similar  rules  adopted by any other  regulatory  or  self-regulatory  agency or
organization, to the extent applicable.

6.3  Knowledge of Customer's  Financial  Resources  and  Investment  Objectives.
Broker shall comply with Rule 405(1) of the NYSE or comparable  requirements  of
similar Rules of any other regulatory or  self-regulatory  organization to which
Broker is subject.  Broker shall  obtain all  essential  facts  relating to each
customer,  each cash and margin account,  each order,  and each person holding a
power of  attorney  over any  account,  in order to assess  the  suitability  of
transactions  (when required by applicable  Rules),  the authenticity of orders,
signatures,   endorsements,   certificates,  or  other  documentation,  and  the
frequency of trading. Broker warrants that, to the best of its knowledge, Broker
will not  open or  maintain  accounts  for  persons  who are  minors  or who are
otherwise legally incompetent and that Broker will comply with NYSE Rule 407 and
other laws,  rules, or regulations  that govern the manner and  circumstances in
which accounts may be opened or transactions authorized.



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<PAGE>

6.4 Furnishing of Investment Advice.  Broker shall be solely responsible for any
recommendation or advice it may offer to its customers.

6.5  Discretionary  Accounts.  Broker shall be solely  responsible for obtaining
customer approval for and supervising discretionary accounts.

6.6 Obligations Regarding Certain Disclosures. Broker shall make any disclosures
and obtain any  agreements  from its  customers  required by  applicable  law or
regulation,   including,  without  limitation,  any  disclosures  or  agreements
required  for listed  options,  penny  stocks,  derivative  securities,  account
transfers or conversions.  The cost of making such disclosures or obtaining such
agreements shall be borne by Broker.

7.0    EXTENSION OF CREDIT

7.1  Presumption  of Cash Account.  Pershing may, but is not required to, permit
customers of Broker to purchase securities on margin, but all transactions for a
customer  will  be  deemed  to be  cash  transactions,  and  payment  for  those
transactions  will be required in the manner  applicable  to cash  transactions,
unless,  on or  prior to  settlement,  Broker  has  furnished  Pershing  with an
executed margin agreement and consent to loan of securities.

7.2 Margin  Requirements.  Margin accounts introduced by Broker shall be subject
to  Pershing's  margin  requirements  as in effect  from time to time.  Pershing
reserves  the  right to refuse to accept  any  transaction  in a margin  account
without the actual receipt of the necessary margin and to impose a higher margin
requirement for a particular  account when, in Pershing's  discretion,  the past
history or nature of the account or other factors or the  securities  held in it
warrant such action.  In all  instances,  Broker may require  higher margin than
imposed by  Pershing  for any  particular  account,  group of  accounts,  or all
accounts introduced by Broker to Pershing. In the event that Pershing decides to
change its margin requirements,  Pershing will provide Broker reasonable advance
written notice describing the change and its implementation date. This shall not
apply to Pershing's  modification  of individual  security  margin  requirements
which may change daily or intra-day.

In any case where  Broker  requests  Pershing to extend  credit upon  control or
restricted securities, pursuant to Rule 144 under the Securities Act of 1933, as
amended,  or  otherwise,  Broker  shall submit to Pershing  such  documentation,
agreements and information as shall be reasonably required by Pershing to decide
to extend such credit.  Any extension of credit so approved  shall be subject to
Pershing's credit policies as shall be in effect from time to time.

7.3 Margin Maintenance and Compliance with Regulation T and SEC Rule 15c3-3(m).

7.3.1  Initial  Margin.  Broker  shall be  responsible  for the  initial  margin
requirement for any  transaction  until such initial margin has been received by
Pershing in acceptable form.



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<PAGE>

7.3.2  Margin  Calls.  After  the  initial  margin  for a  transaction  has been
received,  subsequent margin calls may be made by Pershing at its discretion but
in a  prompt  and  timely  manner.  Pershing  shall  calculate  the  maintenance
requirement  and  promptly  notify  Broker of any amounts  due.  Broker shall be
responsible for issuing the margin call to its customer and obtaining the amount
due directly from  Broker's  customer.  If Broker fails to take the  appropriate
action,  Pershing  reserves  the right to collect the amount due  directly  from
Broker's  customer.  Broker agrees to cooperate  with Pershing in complying with
and obtaining margin in response to such calls.

7.3.3  Actions Upon Failure to Meet Margin Calls or Deliver  Securities.  In the
event that  satisfactory  margin is not  provided  within the time  specified by
Pershing,  or securities  sold are not delivered as required,  Pershing may take
such  actions as  Pershing  deems  appropriate,  including,  but not limited to,
entering  orders to buy in or sell-out.  Broker shall cooperate with Pershing by
entering orders to buy-in or sell-out  securities.  Compliance with a request to
withhold  action  shall not be deemed a waiver by  Pershing of any of its rights
under this Agreement.

7.4  Charging of Interest  and  Disclosures  Pursuant to Rule  10b-16.  Interest
charged  with  respect  to  debit  balances  in  customers'  accounts  shall  be
determined in  accordance  with  Schedule A attached to this  Agreement.  Broker
shall  send each  margin  customer  a written  disclosure  statement,  in a form
acceptable  to  Pershing,  at the time of the  opening  of a margin  account  as
required by SEC Rule 10b-16.

7.5 Unsecured Debits or Unsecured Short Positions. Pershing shall charge against
the  accounts of Broker an amount equal to the value of any  unsecured  debit or
short  position  (on a "mark to  market"  basis) in a  customer  account if that
position has not been  promptly  resolved by payment or delivery,  provided that
Pershing and Broker have first engaged in good faith  discussions  regarding the
responsibility  for the unsecured debit or short  position.  Any remaining debit
may be charged against Broker pursuant to Paragraph 19 of this Agreement.

8.0 MAINTENANCE OF BOOKS AND RECORDS

8.1 Stock Records.  Pershing  shall maintain stock records and other  prescribed
books  and  records  of all  transactions  executed  or  cleared  through  it in
accordance with applicable Rules.

8.2 Regulatory Reports and Records.  Broker shall prepare,  submit, and maintain
copies of all reports, records, and regulatory filings required of Broker by any
entity that regulates it,  including,  but not limited to, copies of all account
agreements and similar documentation  obtained pursuant to Paragraph 5.0 of this
Agreement  and any  reports  and  records  required to be made or kept under the
Currency and Foreign  Transactions  Reporting  Act of 1970,  (the "Bank  Secrecy
Act"), and any rules and regulations promulgated pursuant thereto.

8.3 Broker's  Anti-Money  Laundering  and OFAC Reporting and  Recordkeeping  and
Obligations.  Broker  recognizes  that it is  obligated  to comply  with,  among
others, the following anti-money laundering and OFAC legal and regulatory rules,
and reporting and  recordkeeping  requirements  including:


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<PAGE>

8.3.1  SEC Rule 17a-8 relating to  "Financial  record  keeping and  reporting of
       currency and foreign transactions".

8.3.2 Rules of the self-regulatory organizations relating to currency reporting,
suspicious activity reporting, and related record keeping requirements.

8.3.3 Applicable state reporting and record keeping  requirements with regard to
certain   currency   transactions,   transportation   of  currency  or  monetary
instruments, or reports of suspicious activity.

8.3.4  Federal, state, and international criminal and civil prohibitions against
       money laundering,  including,  among others,  the Money Laundering Act of
       1986 as applicable.  The federal regulations and Executive Orders imposed
       by the OFAC  which  prohibit,  among  other  things,  the  engagement  in
       transactions  with and the  provision  of services  to certain  embargoed
       foreign   countries  and  specially   designated   nationals,   specially
       designated narcotics traffickers and other blocked parties.

8.3.5  To the extent permissible by law, at the time of filing of any  required
       reports or other communication, or at such time as requested by Pershing,
       Broker  will  provide  Pershing  with  copies  of all  reports  or  other
       communications with regard to the introduced accounts filed with the U.S.
       Treasury  Department or any regulatory body or  organization  relating to
       the  reporting  of  currency  transactions,  the  transfer of currency or
       monetary  instruments  into or outside of the United  States,  suspicious
       activity,   including,   but  not  limited   to,   Currency  or  Monetary
       International  Reports  (CMIRs),  Cash  Transaction  Reports (CTRs),  and
       Suspicious Activity Reports (SARs).  Broker also shall advise Pershing of
       all reports made to OFAC with regard to the introduced accounts.

8.3.6  Pershing  reserves the right to make and file such reports where it deems
       it  appropriate  for its own  protection.  Broker  recognizes  that  when
       Pershing does so, Pershing does not thereby assume any responsibility for
       such services  and/or relieve the Broker of any  responsibility  for such
       services. Furthermore, to the extent that Pershing is required to prepare
       or submit any reports or records by any entity that  regulates it, Broker
       shall  cooperate in providing  Pershing  with any  information  needed in
       order to prepare such reports or records.


8.4 Audio Taping of Telephone  Conversations.  Each party  understands  that for
quality control,  dispute resolution or other business purposes, the parties may
record some or all  telephone  conversations  between  them.  Each party  hereby
consents to such  recording and will inform its employees,  representatives  and
agents of this practice.  It is further  understood that all such  conversations
are  deemed  to  be  solely  for  business  purposes  and  shall  be  maintained
confidential in accordance  with Paragraph 23. Pershing shall,  upon the request
of  Broker,  make  available  to Broker all such  recordings  taken and saved by
Pershing.

9.0     RECEIPT AND DELIVERY OF FUNDS AND SECURITIES

9.1     Receipt and Delivery of Funds and Securities.

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<PAGE>

9.1.1  Cashiering  Functions.  Pershing shall perform  cashiering  functions for
accounts  introduced  by Broker  and,  notwithstanding  anything  stated in this
Agreement  to the  contrary,  shall  remain  responsible  for any errors made by
Pershing in performing those cashiering functions. These functions shall include
receipt and delivery of  securities;  receipt and payment of funds owed by or to
customers;  and  provision  of custody for  securities  and funds.  Broker shall
provide  Pershing with the data and documents  that are necessary or appropriate
to permit  Pershing to perform its obligations  under this Paragraph,  including
but not limited to copies of records documenting receipt of customers' funds and
securities  received  directly  by  Broker.  Such  data  and  documents  must be
compatible with the requirements of Pershing's data processing systems.

9.1.2   Purchases.   Broker  shall  be  responsible  for  purchases   (including
transactions  on a "when  issued"  basis) made for  customers  until  actual and
complete  payment has been  received by  Pershing.  Broker  shall not  introduce
accounts requiring  settlement on a "delivery versus payment" or "receive versus
payment"  basis unless such  account  utilizes  the  facilities  of a securities
depository or qualified  vendor as defined in NYSE Rule 387, for all  depository
eligible transactions.

9.1.3 Sales.  Broker shall be responsible for sales  (including those on a "when
issued" basis), until Pershing has received,  in acceptable form, the securities
involved in the transaction. If Pershing does not receive delivery of securities
in an acceptable form, Pershing may buy-in all or part of the securities

9.1.4 Funds and Securities  Received by Broker.  Broker shall  promptly  deposit
with  Pershing  funds or  securities  received  by  Broker  from its  customers,
together  with  such  information  as may be  relevant  or  necessary  to enable
Pershing to record such  remittances  and  receipts in the  respective  customer
accounts.

9.1.5  Failure  to Settle or Pay.  In the event of a failure  to timely  deposit
required funds or securities,  Pershing may take  appropriate  remedial  action.
Without waiving or otherwise  limiting its right to take other remedial  action,
Pershing  may at its option  charge  interest  at rates as agreed in  Schedule A
("Fully  Disclosed  Pricing  Schedule") to this Agreement.  Broker may pass such
charges  on to its  customers  but Broker  remains  responsible  therefor  until
actually paid.

9.1.6 Check Writing  Authority.  Pershing may, but is not required to, authorize
certain of Broker's  employees to sign checks to Broker's  customers for amounts
due to, and  requested  by them,  with respect to their  accounts.  Broker shall
designate,  in  writing,  the names of any  employees  it wishes to receive  the
authorization  described in this subparagraph.  All checks must be signed by two
employees who have received  written  authorization  from Pershing.  No check or
checks  totaling more than $100,000  shall be provided to any customer by Broker
on the same business day. All expenses  incurred in connection with the issuance
of checks under the authority described in this subparagraph shall be charged to
Broker.  Broker remains  responsible for the  disbursement  and delivery of such
checks to its  customers.  Any lien on the  customer's  property  granted by the
customer to Broker or Pershing shall extend to any funds which may be segregated
in a separate account in connection with the exercise of the authority described
in this  subparagraph.  Broker has  established,  and will maintain and enforce,
supervisory procedures with respect to the issuance of such instruments that are
satisfactory to Pershing.



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<PAGE>

9.2 Restricted and Control Stock  Requirements.  Broker shall be responsible for
determining whether any securities held in Broker's or its customer accounts are
restricted  or control  securities  as defined by  applicable  laws,  rules,  or
regulations,  except where Pershing  receives the securities which are marked as
restricted  and should be reasonably  able to determine that they are restricted
shares  from such  markings,  in which  case this  responsibility  shall be with
Pershing.  Broker is responsible for assuring that orders and other transactions
executed for such  securities  comply with such laws,  rules,  and  regulations,
except as specified in the preceding sentence.

9.3 Corporate Action Requests/Soliciting Dealer Agreements.  Broker requests and
authorizes Pershing to execute as Broker's  agent-in-fact any and all Soliciting
Dealer Agreements for corporate actions involving  securities or other interests
held by Broker's customers on the books of Pershing.  Pershing agrees to provide
notice in a prompt and timely manner of the pending  corporate  action to Broker
at its  designated  locations.  Pershing  further  agrees to collect  and submit
corporate action requests from Broker and submit them to the soliciting party in
accordance with the instructions  received from the soliciting party in a prompt
and  timely  manner.  Pershing  agrees to use its best  efforts  to  communicate
corporate  action   information  to  Broker  and,  where  applicable,   Broker's
customers,  but shall not be liable  for a) any delays in the  communication  of
corporate  action  information  or b) delays in the  transmission  of  collected
corporate action requests to the soliciting  party, in either case unless caused
by Pershing's  negligence.  All fees received from the soliciting  party will be
credited to Broker. In consideration of providing this service to Broker, Broker
agrees to indemnify and hold harmless Pershing, its affiliates, officers, agents
and employees from all claims, suits, investigations,  damages and defense costs
(including  reasonable  attorney's  fees)  that  arise in  connection  with this
paragraph and are not caused by Pershing's negligence

10.0 SAFEGUARDING OF FUNDS AND SECURITIES

         Except as  otherwise  provided  in  this  Agreement,  Pershing shall be
responsible  for the  safekeeping  of all money and  securities  received  by it
pursuant to this  Agreement.  However,  Pershing will not be responsible for any
funds or  securities  delivered  by a  customer  to Broker  until  such funds or
securities  are  actually  received by Pershing or  deposited  in bank  accounts
maintained by Pershing.

11.0 CONFIRMATIONS AND STATEMENTS

11.1  Preparation and  Transmission of  Confirmations  and Statements.  Pershing
shall prepare  confirmations  and summary periodic  statements and shall, to the
extent  required,  transmit  them to  customers  and Broker in a timely  fashion
except to the extent Broker has agreed to transmit  confirmations  to customers.
Confirmations  and  statements  shall be prepared on forms  disclosing  that the
account is carried on a fully  disclosed basis for the Broker in accordance with
applicable  rules,  regulations,  and  interpretations.  Broker  will  have  the
ultimate  regulatory  responsibility for compliance with the prospectus delivery
requirements  of the  Securities  Act of 1933,  as  amended,  regardless  of its
retention of a prospectus fulfillment service to perform delivery of same.



                                       9
<PAGE>

11.2  Examination  and   Notification  of  Errors.   Broker  shall  examine  all
confirmations,  statements,  and other  reports in whatever  medium  provided to
Broker by  Pershing.  Broker  must advise  Pershing  orally or in writing of any
error claimed by Broker in any account reasonably promptly upon learning of such
error.  Pershing shall not be responsible for any amount in excess of the actual
loss that would have occurred had Broker acted  reasonably  in the  examinations
and notification required under this paragraph.

12.0 ACCEPTANCE AND EXECUTION OF TRANSACTIONS

12.1  Responsibility  to  Accept  or  Reject  Trades.   Pershing  shall  execute
transactions  in customers'  accounts and release or deposit money or securities
to or for accounts only upon Broker's instructions. Pershing reserves the right,
provided it has advised Broker with an  explanation  (confirmed in writing or by
electronic  message in a manner as agreed by the parties),  to accept written or
oral transaction orders from Broker's  customers in extraordinary  circumstances
where it  determines  that either (i) the  customers are unable to execute those
transactions  through Broker (ii) or Pershing is required to do so by applicable
or relevant law. Notwithstanding any instructions to the contrary, Pershing may,
after  advising  Broker orally or in writing with an explanation ; (i) refuse to
confirm a  transaction  or cancel a  confirmation,  (ii)  reject a  delivery  or
receipt  of  securities  or money;  (iii)  refuse to clear a trade  executed  by
Broker;  or (iv)  refuse to execute a trade for the  account  of a  customer  or
Broker;  however, if Pershing elects any of the aforementioned (i) through (iv),
Pershing shall remain  responsible  for the damages arising from its election if
its election were not reasonable under the circumstances.

12.2 Responsibility for Errors in Execution. Broker shall be responsible for any
errors by Broker in its  recording  and  transmission  of orders it transmits to
Pershing pursuant to this Agreement.

13.0 OTHER OBLIGATIONS AND RESPONSIBILITIES OF BROKER

13.1 Other Clearing  Agreements.  Commencing  after the conversion of all Broker
accounts to  Pershing,  and  continuing  for the  remainder  of the term of this
Agreement,  for its retail brokerage  business as of the Effective Date,  Broker
shall not  enter  into any  other  similar  agreement  or  obtain  the  services
contemplated  by this  Agreement  from any other  party,  or supply the services
contemplated by the Agreement without prior written consent of Pershing,  except
where (i)  Pershing  refuses or is unable to clear a certain type of business or
transaction  in  accordance  with this  Agreement,  or (ii)  Broker  acquires  a
business or merges with a business not clearing through Pershing.

13.2 Disciplinary Action,  Suspension,  or Restriction.  If Broker or any of its
affiliates,  or any  officer,  director,  or  general  securities  principal  or
financial and operational  principal of Broker,  becomes subject to disciplinary
action, suspension, or restriction by a federal or state agency, stock exchange,
or regulatory or self-regulatory organization having jurisdiction over Broker or
Broker's  securities  or  commodities  business,  Broker  shall  give  notice to
Pershing immediately,  orally and in writing, and provide Pershing a copy of any
decision relating to such action, suspension, or restriction.  Pershing may take
any action  reasonably  necessary  (i) to assure that it will continue to comply
with  all  applicable  legal,  regulatory,  and  self-regulatory   requirements,
notwithstanding such action, suspension, or restriction; and (ii) to comply with
any requests,  directives,  or demands made upon Pershing by any such federal or
state agency, stock exchange, or regulatory or self-regulatory organization.



                                       10
<PAGE>

13.3 Provision of Financial Information. Broker shall furnish Pershing copies of
FOCUS  Reports,  financial  statements for the current fiscal year, the executed
Forms X-17a-5  (Parts I and IIA) filed with the SEC, any  amendments to Broker's
Form BD, and any other regulatory or financial reports Pershing may from time to
time  require.  Broker shall provide such reports to Pershing at the time Broker
files such  reports  with its primary  examining  authority.  Broker  shall also
notify  Pershing  in advance of  withdrawals  of more than 10 percent of its net
capital.

13.4 Executing Brokers. If Broker wishes to act as an "Executing Broker" as such
term is  understood  in that  certain  letter dated  January 25, 1994,  from the
Division of Market Regulation of the Securities and Exchange Commission,  as the
same may be amended,  modified or supplemented from time to time (the "No-Action
Letter"),  then all terms herein shall have the same meaning as ascribed thereto
either in the  Agreement or in the  No-Action  Letter as the sense thereof shall
require.  Broker may,  from time to time,  execute  trades  (either  directly or
through   Pershing)  for  Prime  Brokerage   Accounts  in  compliance  with  the
requirements of the No-Action  Letter.  (The No-Action  Letter  requires,  inter
alia, that a contract be executed between Pershing and Prime Broker, and between
Broker and Prime  Brokerage  Customer  prior to the  transaction of any business
hereunder.)  Broker shall promptly notify  Pershing,  but in no event later than
5:00 p.m. New York time, of trade date in a mutually acceptable fashion, of such
trades in  sufficient  detail for Pershing to be able to report and transfer any
trade executed by Broker on behalf of a Prime Brokerage  Account to the relevant
Prime Broker. Broker understands and agrees that if Prime Broker shall disaffirm
or "dk" any trade  executed  by Broker on behalf of a Prime  Brokerage  Account;
Broker  shall open an account for such Prime  Brokerage  Account in its range of
accounts and shall transfer or deliver the trade to such account at the risk and
expense of Broker to the same  extent as for any  account  introduced  by Broker
pursuant  to this  Agreement.  Broker  understands  and  agrees  that all  Prime
Brokerage Accounts shall be conducted in accordance with the requirements of the
No-Action Letter and any relevant agreement between Broker and a Prime Brokerage
Customer or between Pershing and relevant Prime Broker. Broker further agrees to
supply Pershing with such documents,  papers and things, which from time to time
are  reasonably  required  by  Pershing  to  carry  out  the  intention  of this
Paragraph.  Broker  agrees that it shall know its customer,  obtain  appropriate
documentation,  including  new account  form,  conduct its own credit  check and
determine  the  availability  of shares as required for  processing of any short
sales. Broker shall maintain facilities to clear any disaffirmed trades.

13.5  Protection  of  Intellectual  Property.  Broker  shall use all  reasonable
efforts  to  preserve  and  protect  (short of  litigation)  Pershing's  and its
affiliates'  patent,  trade secret,  copyright and other  proprietary  rights in
Pershing's or its affiliates' products, services,  trademarks and tradenames, at
least  to the same  extent  used by  Broker  to  preserve  and  protect  its own
proprietary  data or  information,  and to notify  Pershing of any action by any
third party known by Broker to constitute an  infringement  of Pershing's or any
of  its  affiliates'  proprietary  rights  and to  cooperate  with  Pershing  in
protecting  such  rights.  Without  limiting the  foregoing,  and subject to the
permission required by Paragraph 21 hereof,  Broker shall note Pershing's or its
affiliates' patent,  trade secret,  copyrights,  trademarks and trade names when
Broker  makes  reference  to or  distributes  products or  services  provided by
Pershing or its affiliates, as applicable.


                                       11
<PAGE>

         Pershing  shall  use  all  reasonable  efforts  to preserve and protect
(short of litigation)  Broker's and its  affiliates',  agents' and  contractors'
(including  any  business  entity  with which it has  entered  into a  strategic
alliance or is otherwise doing business) (a "Broker  Associate")  patent,  trade
secret,  copyright  and  other  proprietary  rights in its  products,  services,
trademarks  and  tradenames,  at least to the same extent  used to preserve  and
protect its own  proprietary  data or  information,  and to notify Broker of any
action by any third party known to constitute an infringement of the Broker's or
any Broker  Associate's  proprietary  rights and to  cooperate  with  Broker and
Broker Associate in protecting such rights. Without limiting the foregoing,  and
subject to the permission  required by Paragraph 21 hereof,  Pershing shall note
Broker's and Broker Associate's patent, trade secret, copyrights, trademarks and
trade names when Pershing  makes  reference to products or services  provided by
Broker or Broker Associate, as applicable.

14.0 OTHER OBLIGATIONS AND RESPONSIBILITIES OF PERSHING

14.1 Use of Third-Party Services.  Subject to Paragraph 16 hereof, Pershing may,
at its reasonable option,  and consistent with common industry practice,  retain
one or more  independent  data  processing or other  service  bureaus to perform
functions (including,  but not necessarily limited to, pricing services or proxy
mailing  services)  assigned to Pershing  under this  Agreement,  provided  such
independent  data processing or other service bureaus  maintain  confidentiality
consistent with Pershing's obligations hereunder.

14.2 Tax Withholding.  Broker hereby agrees to take necessary measures to comply
with the income tax  withholding  requirements of Section 3406 and Sections 1441
through 1446 (the nonresident  alien  withholding  requirements) of the Internal
Revenue Code of 1986, as amended ("IRC") with respect to its customer  accounts.
Broker  agrees  to  furnish  to  Pershing  any tax  information,  e.g.  taxpayer
identification numbers and certifications  provided by the customer on IRS Forms
W-8, W-8BEN,  W-8IMY,  W-8EXP, W-8ECI, W-9, or any acceptable substitute) in its
possession relating to each customer account transferred to Pershing and to each
future customer account opened.  Broker  acknowledges that Pershing will rely on
such information for purposes of determining  Pershing's  obligation to withhold
federal  income tax  pursuant  to  Sections  1441  through  1446 and 3406 of the
Internal  Revenue  code.  Broker  hereby  authorizes   Pershing  to  employ  any
procedures  permitted under  applicable law or regulation to achieve  compliance
with its withholding obligations under federal income tax law.

14.3  Retirement  Account  Distributions.  For  retirement  accounts  for  which
Pershing makes designated  distributions  pursuant to Section 3405 of the IRC or
any successor provision thereto,  Broker shall (1) obtain customer authorization
to execute Form W-4P (or an acceptable  substitute)  on behalf of such customer,
and (2) electronically provide such Form W-4P or a copy thereof to Pershing.

14.4 Services/Service Levels. Without limiting Pershing's obligations hereunder,
Pershing shall (i) maintain  continuous  monitoring of service performance so as
to identify and correct any problems in the System and/or Software Products; and
(ii)  provide  the  services,   software  and  materials  contemplated  by  this
Agreement,  and maintain the security of the  Systems,  in  accordance  with the
procedures  manual and the terms set forth in the  Statement of Work and Service
Level Agreement. A non-material breach of the Statement of Work or Service Level
Agreement  will not,  in an of  itself,  give rise to a material  default  under
Paragraph 22.2 of this Agreement.



                                       12
<PAGE>

15.0 ORDER AUDIT TRAIL SYSTEM (OATS)

Pursuant to NASD Rules 6950  through  6957 (Order  Audit Trail  System  ("OATS")
Rules) and the OATS  Reporting  Technical  Specifications,  it is hereby  agreed
between  Broker and Pershing that Pershing  shall  synchronize  Pershing  system
clocks in accordance  with the National  Institute of Standards  and  Technology
clock and periodically  monitor such clocks for performance within any deviation
time frame tolerance level permitted by the OATS Rules.

Unless  otherwise  directed  in  writing  by Broker,  Pershing  will  record and
transmit to the NASD, on Broker's behalf, all order information that is required
to be recorded pursuant to the OATS Rules and the OATS Technical  Specifications
(including  any  modifications  thereto)  (the "Order  Information")  for orders
entered on or linked to Pershing's  proprietary  electronic  order entry systems
(including Trade Order  Processing  System,  BrokerView Order Entry,  BrokerView
Direct Order,  NetExchange ProTM,  NetExchange ClientTM,  Telexchange ProTM, and
Telexchange  Clienttm,  and any other  electronic order entry system as Pershing
may  develop  and  implement  from time to time)  (collectively  "the  Front-End
Products") and routed to a market using  Pershing's  routing  routine.  Pershing
will also record and transmit to the NASD  information  that is received via the
Products by Pershing in connection  with  modification  or  cancellation  of any
Order Information previously entered into the system. Unless specifically agreed
to  in  writing,  Pershing  will  not  capture  information  or  transmit  Order
Information for orders that are not entered on the Front-End  Products or called
in for execution or where Pershing does not determine the order routing routine.

For  trades  not  entered  on  Front-End  Products,  Broker is  responsible  for
providing  information  necessary  for  Pershing to report on  Broker's  behalf.
Broker agrees that Pershing may pass any  out-of-pocket  costs  associated  with
development and/or maintenance of this system on to Broker.

Broker  acknowledges  and agrees that Pershing shall not be responsible  for any
Order Information that is not received by Pershing.

Notwithstanding the foregoing,  nothing contained herein shall relieve Broker of
its reporting obligations under paragraph (c)(3) of OATS Rule 6955.

16.0 LIABILITY OF PERSHING

DISCLAIMER OF WARRANTIES.  EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT,  (i)
NEITHER  PERSHING  NOR  ANY  OF  ITS  DIRECTORS,  OFFICERS,  EMPLOYEES,  AGENTS,
CONTRACTORS,  AFFILIATES,  INFORMATION PROVIDERS,  LICENSORS, OR OTHER SUPPLIERS
PROVIDING DATA, INFORMATION,  SERVICES OR SOFTWARE, INCLUDING BUT NOT LIMITED TO
THE NYSE, WARRANTS THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO
ANY OF THEM MAKE ANY  WARRANTY AS TO THE RESULTS  THAT MAY BE OBTAINED  FROM THE



                                       13
<PAGE>

USE OF THE SERVICES OR AS TO THE TIMELINESS,  SEQUENCE, ACCURACY,  COMPLETENESS,
RELIABILITY  OR  CONTENT OF ANY DATA,  INFORMATION,  SERVICES,  OR  TRANSACTIONS
PROVIDED AND, (ii) PROVIDED THAT PERSHING IS NOT  NEGLIGENT,  PERSHING SHALL NOT
BE  RESPONSIBLE  FOR ANY LOSSES,  LIABILITIES  OR DAMAGES  CAUSED BY THE ACTS OR
OMISSIONS OF THOSE THIRD PARTY  AGENTS,  CONTRACTORS,  INFORMATION  PROVIDERS OR
OTHER SUPPLIERS  BEYOND ANY AMOUNT WHICH PERSHING IS ABLE TO RECOVER PURSUANT TO
ITS AGREEMENT WITH SUCH ENTITY AND ANY APPLICABLE INSURANCE COVERAGE.  EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT INCLUDING THIS PARAGRAPH 16, PERSHING'S
SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF
ANY KIND, EITHER EXPRESS OR IMPLIED,  INCLUDING,  WITHOUT  LIMITATION,  THOSE OF
MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT,  OTHER
THAN  THOSE  WARRANTIES  WHICH  ARE  IMPLIED  BY  AND  INCAPABLE  OF  EXCLUSION,
RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. NOTHING
N THIS  PARAGRAPH  IS  INTENDED  TO  LIMIT  PERSHING'S  LIABILITY,  NOR TO LIMIT
BROKER'S REMEDIES, FOR PERSHING'S NEGLIGENCE.

16.1  Pershing  Indemnification.  In  addition to any other  obligations  it may
possess under other  provisions of this  Agreement,  Pershing  shall  indemnify,
defend, and hold harmless Broker and each of its divisions,  and any controlling
person of Broker, from and against all third party claims, demands, proceedings,
suits, actions, liabilities, expenses, and reasonable attorney's fees, and costs
in connection therewith arising out of any (i) negligent,  reckless,  dishonest,
fraudulent,  or criminal  act or omission on the part of any of its  officers or
employees or agents or representatives  with respect to the services provided by
Pershing under this Agreement;  (ii)  infringement or violation of the rights of
any third party  relating to any  services,  software or  materials  provided by
Pershing in connection with this  Agreement;  (iii) act or omission of Pershing,
its agents or employees which infringes on any patent, trade secret,  copyright,
trademark,  or other intellectual property right of Broker or Broker's agents or
parties with whom Broker has  contracted or any violation of the terms set forth
in paragraph 28 hereof; (iv) breach of any of its representations and warranties
in  this  Agreement;   (v)  breach  of  its   obligations   under  Paragraph  23
(confidentiality);  (vi) failure to exercise due  diligence in reviewing  checks
received  from  customers  to ensure  that same are in  proper  form,  or in the
issuance of  instructions  regarding  the  accounts  into which checks are to be
deposited;  and (vii)  negligent,  dishonest,  fraudulent,  or  criminal  act or
omission on the part of any of  Pershing's  officers,  directors,  employees  or
agents.  In the event that any  services,  software  or  materials  provided  by
Pershing in connection with this Agreement become  unavailable to Broker because
of an  infringement  or  violation  of  the  rights  of  any  third-party,  as a
non-exclusive  remedy,  Pershing shall promptly modify or replace the infringing
services,  software  or  materials  with  non-infringing  services,  software or
materials of equal quality, features and functionality.

16.2 Damages.  Except for its breach of Paragraph 23  (confidentiality),  and to
the  extent   recoverable  by  third  parties  for  claims  falling  within  its
indemnification obligations in Paragraph 16.1, neither party shall be liable for
special, indirect,  incidental,  consequential or punitive damages, whether such
damages are incurred or  experienced  as a result of entering into or relying on
this  Agreement  or  otherwise,  even if that  party  has  been  advised  of the
possibility  of such  damages.  Broker and Pershing each agree not to assist any
claim for punitive damages against the other.



                                       14
<PAGE>

16.3 Pershing  Right to Compete.  Nothing in this  Agreement  shall be deemed to
restrict  in any way the right of  Pershing  or any  affiliate  of  Pershing  to
compete with Broker in any or all aspects of Broker's business.

16.4 Injunctive  Relief. In the event of a breach or threatened breach of any of
the provisions of this Agreement  pertaining to  confidentiality  or proprietary
rights by  Pershing or any  employee or  representative  of  Pershing,  Pershing
acknowledges  that Broker  shall be  entitled to seek from a court of  competent
jurisdiction   preliminary  and  permanent  injunctive  relief  to  enforce  the
provisions hereof without posting bond. In addition,  Pershing acknowledges that
a breach of the terms regarding  confidentiality of information and ownership of
Broker's and its affiliates',  agents' and contractors'  (including any business
entity with which it has entered into a strategic alliance or is otherwise doing
business) intellectual property may cause irreparable and incalculable damage to
Broker or its affiliate, agent or contractor (including any business entity with
which it has entered into a strategic  alliance or is otherwise doing business).
Nothing  herein shall  preclude  the parties  from  pursuing any action or other
remedy for any breach or threatened breach of this Agreement, all of which shall
be cumulative.

17.0 LIABILITY OF BROKER

17.1 Broker Indemnification. In addition to any other obligations it may possess
under other provisions of this Agreement,  Broker shall indemnify,  defend,  and
hold harmless Pershing, and any controlling person of Pershing, from and against
all third party  claims,  demands,  proceedings,  suits,  actions,  liabilities,
expenses,  and reasonable  attorney's  fees,  and costs in connection  therewith
arising  out of one or  more of  Broker's  or any of its  employee's  negligent,
dishonest, fraudulent, or criminal act, or omission or any of the following:

17.1.1  Failure to Make  Payment  or Deliver  Securities.  A check  received  by
Pershing from a customer shall not constitute payment until it has been paid and
the proceeds are actually received and finally credited to Pershing (without any
subsequent charge back) by its bank.

17.1.2  Margin Calls.  Failure of a customer to meet any initial  margin call or
any maintenance  call, except that Pershing shall be responsible for the portion
of any such loss or damage that Broker establishes was directly  attributable to
Pershing's failure to give notification to Broker as required in Paragraph 7.3.2
of this Agreement.

17.1.3  Broker's  Failure to  Perform.  Failure  of Broker to perform  any duty,
obligation,  or responsibility with respect to customer accounts as set forth in
this Agreement.  Broker's  indemnification  obligation  under this  subparagraph
shall not be affected by the participation of Pershing or any person controlling
it or  controlled  by it within the meaning of the  Securities  Exchange  Act of
l934, as amended,  in any transaction giving rise to such an obligation,  unless
such participation constitutes recklessness, fraud, or criminal conduct.

17.1.4 Improper  Conduct by Agents.  Any negligent,  dishonest,  fraudulent,  or
criminal  act or omission on the part of any of  Broker's  officers,  directors,
employees, or agents.



                                       15
<PAGE>

17.1.5  Failure of a  Customer  to Perform  Obligations.  Any  failure by any of
Broker's  customers to perform any  commitment or  obligation  with respect to a
transaction  carried  by  Pershing  under  this  Agreement,  whether or not such
failure was under the control of Broker.

17.1.6 Customer  Claims and Disputes.  Any claim or dispute between Broker and a
customer with respect to services  provided under this  Agreement  (except where
that claim or dispute  results from an act or omission of Pershing),  including,
but not limited to, any claim or dispute  concerning  the validity of a customer
order in the form the order was  transmitted to Pershing by Broker and any claim
arising in connection with Pershing's guarantee of any signature of any customer
of Broker or at the request of Broker.

17.1.7  Warranties.  Any adverse claim with respect to any security delivered or
cleared by  Pershing,  including  a claim of a defect in title  with  respect to
securities  that are  alleged  to have  been  forged,  counterfeited,  raised or
otherwise  altered,  or if they are  alleged  to have been lost or  stolen.  The
parties agree that Pershing shall be deemed to be an intermediary between Broker
and customer and shall be deemed to make no warranties other than as provided in
Section 8-306(3) of the Uniform Commercial Code.

17.1.8 Default of Third-Party  Broker.  Any default by a third-party broker with
whom the Broker deals on a principal or agency basis in a transaction either not
executed by Pershing or not cleared by Pershing even if permitted by Pershing as
provided herein.

17.1.9  Check  Signing.  Any  negligence,  fraud,  malfeasance,  or error of any
employee of Broker with respect to the use of the checksigning authority granted
under Paragraph 9.1.6 of this Agreement.

17.1.10 Prior Self-Clearing  Arrangements.  Any guarantee,  indemnification,  or
hold harmless  agreement in connection with Broker's  business or customers that
Pershing  may  provide to the  National  Securities  Clearing  Corporation,  the
Depository Trust Company, or any other clearing,  depository, or self-regulatory
organization  with  respect  to  transactions  self-cleared  by Broker  prior to
transfer of such functions to Pershing.

17.1.11 Breach of Warranty by Broker. Any breach by Broker of any representation
or warranty made by it under this Agreement.

17.1.12  Deposit of Checks to Customer  Accounts.  Any  failure to exercise  due
diligence in reviewing checks received from customers to ensure that same are in
proper  form,  or in the  issuance of  instructions  to Pershing  regarding  the
accounts into which checks are to be deposited.

17.1.13 Omitted.

17.1.14  Infringement of Intellectual  Property  Rights.  Any act or omission of
Broker,  its agents or employees  which  infringes on any patent,  trade secret,
copyright,  trademark,  or other intellectual  property right of Pershing or any
violation of the terms set forth in paragraph 28 hereof.

17.1.15  Misuse of  Passwords  and  Unauthorized  Access.  The  misuse,  loss or
unauthorized   access  to  the  Systems   and   Software   Products   using  the
Identification  Devices  (as that  term is  defined  in  Paragraph  28.4 of this
Agreement) by Broker or its customers.



                                       16
<PAGE>

17.2 Injunctive  Relief. In the event of a breach or threatened breach of any of
the provisions of this Agreement  pertaining to  confidentiality  or proprietary
rights  by  Broker  or  any  employee  or  representative   of  Broker,   Broker
acknowledges  that Pershing  shall be entitled to seek from a court of competent
jurisdiction   preliminary  and  permanent  injunctive  relief  to  enforce  the
provisions hereof. In addition,  Broker  acknowledges that a breach of the terms
regarding   confidentiality   of   information   and   ownership  of  Pershing's
intellectual property may cause irreparable and incalculable damage to Pershing.
Nothing  herein shall  preclude  the parties  from  pursuing any action or other
remedy for any breach or threatened breach of this Agreement, all of which shall
be cumulative.

18.0 FEES AND SETTLEMENTS FOR SECURITIES TRANSACTIONS

18.1  Commissions.   Pershing  shall  charge  each  of  Broker's  customers  the
commission,  markup, and any other charge or expense that Broker instructs it to
charge for each transaction.  If instructions are not received with respect to a
transaction  in  the  time  period  required  by  Pershing  to  implement  those
instructions,  Pershing  shall charge the customer the  commission,  markup,  or
other charge or expense prescribed in the basic commission schedule delivered to
Pershing  by Broker.  This basic  schedule  may be amended  from time to time by
Broker by written  instructions  delivered to Pershing.  Pershing  shall only be
required to implement  such  amendments to the basic schedule to the extent such
amendments are within the usual  capabilities  of Pershing's data processing and
operations  systems and only within such reasonable time limitations as Pershing
may deem  necessary to avoid  disruption of its normal  operating  capabilities.
Pershing  shall remit payment of  commissions to Broker once every two (2) weeks
or as otherwise agreed by the parties.

18.2 Miscellaneous  Charges.  Broker agrees to pay Pershing the fees and charges
described  in  Schedule  A hereto.  Notwithstanding  the  foregoing,  Broker may
instruct Pershing to pass through such fees to Broker's customers.

18.3 Fees for Clearing Services.  As compensation for services provided pursuant
to  this  Agreement,  Pershing  shall  deduct  from  the  commissions,  mark-up,
mark-down,  or fees  charged  Broker's  customers  the  amounts set forth in the
fully-disclosed pricing schedule attached hereto as Schedule A.

19.0 DEPOSIT ACCOUNT

19.1 Establishment of Deposit Account. To further assure Broker's performance of
its  obligations  under  this  Agreement,  including  but  not  limited  to  its
indemnification  obligations  under Paragraph 17, Broker shall, on or before the
execution of this  Agreement,  establish an account at Pershing to be designated
as the Broker's  Deposit  Account (the "Deposit  Account").  The Deposit Account
shall not  represent  an ownership  interest by Broker in Pershing.  The Deposit
Account shall at all times contain cash,  securities,  or a combination of both,
having a market  value of at least  the  amount  set  forth in  Schedule  A. The
securities   placed  in  the  Deposit  Account  shall  consist  only  of  direct
obligations  issued by or  guaranteed as to principal and interest by the United
States Government. In the event of a substantial change in the nature and extent
of  Broker's  business  operations,  Pershing  may require  immediately  that an
additional amount be deposited in the Deposit Account.  If such a deposit is not
made in the amount  specified,  whether or not Broker  agrees that the amount is
justified  under  this  subparagraph,  Pershing  may  terminate  this  Agreement
forthwith. The parties agree that Broker's deposit into the Deposit Account does
not represent ownership interest in Pershing by Broker.



                                       17
<PAGE>

19.2  Pershing's  Right to Offset.  If (i) Pershing shall have any claim against
Broker or a  customer  of Broker  which has not been  resolved  within  ten (10)
business days after Pershing  presents such claim to Broker; or (ii) if Pershing
shall  suffer  any loss or incur  any  expense  for which it is  entitled  to be
indemnified  pursuant  to this  Agreement,  and  Broker  shall fail to make such
indemnification  within ten (10) business  days after being  requested to do so,
Pershing may deduct the amount of such claim,  loss, or expense from any account
of Broker.  Pershing may withdraw cash or  securities  (or both) having a market
value  equal to the  amount  of such  claimed  deficiency.  If those  funds  are
withdrawn from the Deposit  Account,  then Broker shall be obligated to promptly
make a deposit in the Deposit Account of cash or securities  sufficient to bring
the Deposit  Account back to a value of at least the amount required by Schedule
A.

19.3  Termination of Deposit Account.  Upon  termination of this Agreement,  and
transfer  of  all  customer  and  proprietary  accounts  of  Broker  or as  soon
thereafter  as  practical,   but  in  all  cases  within  thirty  (30)  days  of
termination,  Pershing shall pay and deliver to Broker, the funds and securities
in the  Deposit  Account,  less any  amounts to which it is  entitled  under the
preceding paragraph;  provided, however, that Pershing may retain in the Deposit
Account such amount for such period as reasonably appropriate for its protection
from any claim or proceeding of any type, then pending or threatened,  until the
final  determination  of such claim or proceeding is made. If a threatened claim
or  proceeding  is not  resolved  or if a  legal  action  or  proceeding  is not
instituted within a reasonable time after the termination of this Agreement, any
amount retained with respect to such claim, proceeding,  or action shall be paid
or delivered to Broker.

20.0 PROPRIETARY ACCOUNTS OF INTRODUCING BROKERS AND DEALERS (PAIB)

         Pershing  shall  establish  a separate reserve account for  proprietary
assets held by Broker so that Broker can treat these assets as allowable  assets
under SEC Rule 15c3-1.  Pershing  agrees to perform the required  computation on
behalf of Broker in accordance with the following  provisions,  procedures,  and
interpretations  set forth in the SEC's No-Action Letter  regarding  Proprietary
Accounts of Introducing Brokers and Dealers (PAIB) dated November 3, 1998:

20.1 Pershing will perform a separate  computation for PAIB assets (PAIB reserve
computation) of Broker in accordance with the customer  reserve  computation set
forth  in  SEC  Rule  15c3-3  (customer  reserve  formula)  with  the  following
modifications:

       A.     Any credit  (including a credit applied to reduce a debit) that is
              included in the customer reserve formula will not be included as a
              credit in the PAIB reserve computation;

       B.     Note E(3) to Rule 15c3-3a,  which  reduces  debit  balances by one
              percent under the basic method and  subparagraph  (a)(1)(ii)(A) of
              Rule 15c3-1,  which reduces debit  balances by three percent under
              the alternative method will not apply; and




                                       18
<PAGE>

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

20.2 PAIB  reserve  computation  will  include all the  proprietary  accounts of
Broker.  All PAIB assets will be kept separate and distinct from customer assets
under the customer reserve computation set forth in SEC Rule 15c3-3.

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

20.4 Pershing will establish and maintain a separate  "Special  Reserve  Account
for the Exclusive  Benefit of PAIB Customers" with a bank in conformity with the
standards  of Rule  15c3-3(f)  (PAIB  Reserve  Account).  Cash and/or  qualified
securities as defined in the Rule will be maintained in the PAIB Reserve Account
in an amount equal to the PAIB reserve requirement.

20.5 If the PAIB  reserve  computation  results  in a deposit  requirement,  the
requirement  can be  satisfied to the extent of any excess debit in the customer
reserve formula of the same date. However, a deposit requirement  resulting from
the customer  reserve  formula  cannot be satisfied  with excess debits from the
PAIB reserve computation.

20.6 Within two  business  days of  entering  into this  Agreement,  Broker must
notify its designated  examining  authority (DEA) in writing that it has entered
into a PAIB agreement with its clearing broker-dealer.

20.7 Upon  discovery  that any deposit made to the PAIB Reserve  Account did not
satisfy its deposit  requirement,  Pershing will immediately  notify its DEA and
the SEC.  Unless a corrective  plan is found to be acceptable by the SEC and the
DEA, Pershing will provide written notification within five business days of the
date of discovery to Broker that PAIB assets held by Pershing will not be deemed
allowable assets for net capital purposes.

20.8 To the extent applicable,  commissions  receivable and other receivables of
Broker from Pershing  (excluding clearing deposits) that are otherwise allowable
assets  under the net capital  rule are not to be  included in the PAIB  reserve
computation, provided the amounts have been clearly identified as receivables on
the books and records of the Broker and as payables on the books of Pershing.

21.0 COMMUNICATION

21.1  Notice to  Customers.  Pershing  shall,  upon the  opening  of an  account
pursuant to paragraph 5 of this  Agreement,  mail to each customer a copy of the
notice to customers required by NYSE Rule 382(c),  provided Broker has first had
an opportunity to review the letter.

21.2 Customer Complaint Reporting and Customer  Notification.  Broker authorizes
and  instructs  Pershing  to forward  promptly  any written  customer  complaint
received by Pershing  regarding Broker and/or its associated persons relating to
functions and  responsibilities  allocated to Broker under this  Agreement to a)
Broker and b) Broker's  designated  examining authority ("DEA") designated under


                                       19
<PAGE>

Section 17 of the  Securities  and Exchange Act of 1933 or, if none, to Broker's
appropriate regulatory agency or authority.  Further, Broker authorizes Pershing
to notify the customer,  in writing,  that Pershing has received the  complaint,
and the  complaint  has been  forwarded  to Broker's  DEA (or,  if none,  to the
appropriate regulatory agency).

21.3  Restriction on Advertising.  Neither Pershing nor Broker shall utilize the
name of the other in any way without the other's prior written consent except to
disclose the  relationship  between the parties.  Neither party shall employ the
other's name in such a manner as to create the impression that the  relationship
between  them is  anything  other than that of clearing  broker and  introducing
broker. Neither party shall hold itself out as an agent of the other party or as
a subsidiary or company controlled  directly or indirectly by or affiliated with
the other party except as provided in this paragraph.

21.4 Linking Between Sites. Without express written authorization, neither party
may provide or allow an electronic  hyperlink  directly from its service or site
on the Internet or another site over which that party has control to the service
or site on the Internet of the other party.

22.0 TERMINATION OF AGREEMENT

         This Agreement shall continue until terminated as hereinafter provided:

22.1 Termination  Upon 180-Day Notice.  After the three (3) year period from the
date this  Agreement  was entered,  this  Agreement  may be terminated by either
party without cause upon one hundred  eighty days prior Notice.  If either party
terminates the Agreement pursuant to this subparagraph,  (i) Pershing shall have
the right to impose reasonable  limitations upon Broker's  activities during the
period  between  the giving of Notice and the  transfer  of  Broker's  accounts,
provided such limitations do not materially  impact Broker's ability to continue
its business,  (ii) Pershing shall provide reasonable opportunity and assistance
to Broker in  transitioning  and converting to another  clearing firm and online
transaction  provider service at Broker's cost and expense, and (iii) each party
will return to the other party any confidential information it has acquired from
the other party.

22.2 Default.  If either party defaults in the  performance  of its  obligations
under this  Agreement,  or otherwise  violates the provisions of this Agreement,
the  non-defaulting  party may terminate this Agreement by delivering  Notice to
the  defaulting  party  (i)  specifying  the  nature  of the  default;  and (ii)
notifying the defaulting  party that unless the default is cured within a period
of twenty days from receipt of the Notice,  this  Agreement  will be  terminated
without further  proceedings by the  non-defaulting  party.  However,  if either
party  terminates the Agreement  pursuant to this  subparagraph,  Pershing shall
provide  reasonable  opportunity and assistance to Broker in  transitioning  and
converting to another clearing firm and online  transaction  provider service at
Broker's  cost and  expense,  and each party will  return to the other party any
confidential information it has acquired from the other party.

22.3  Disability.  This  Agreement  may be  terminated  by  Pershing  or  Broker
immediately in the event that the other party is enjoined, disabled,  suspended,
prohibited,  or otherwise becomes unable to engage in the securities business by
operation of law or as a result of any administrative or judicial  proceeding or
action by the SEC, any state securities law administrator,  or any regulatory or
self-regulatory organization having jurisdiction over such party.



                                       20
<PAGE>

22.4 Conversion of Accounts.  In the event that this Agreement is terminated for
any reason, Broker shall arrange for the conversion of Broker's and its customer
accounts to another  clearing  broker or to Broker if it becomes  self-clearing.
Broker shall give Pershing Notice (the "Conversion  Notice") of: (i) the name of
the broker that will assume  responsibility  for clearing services for Customers
and  Broker;  (ii) the date on which such broker will  commence  providing  such
services;  (iii) Broker's  undertaking,  in form and substance  satisfactory  to
Pershing,  that Broker's  agreement with such clearing broker provides that such
clearing broker will accept on conversion all Broker and customer  accounts then
maintained by Pershing; and (iv) the name of an individual or individuals within
new clearing  broker's  organization whom Pershing may contact to coordinate the
conversion. The Conversion Notice shall accompany Broker's notice of termination
given pursuant to this paragraph.  If Broker fails to give Conversion  Notice to
Pershing,  Pershing may notify Broker's  customers as Pershing deems appropriate
of the termination of this Agreement and may make such  arrangements as Pershing
deems appropriate for transfer or delivery of customer and Broker accounts.  The
reasonable  expense of notifying  those  customers and making such  arrangements
shall be charged to Broker.

22.5  Survival.  Termination  of this  Agreement in any manner shall not release
Broker or Pershing  from any  liability  or  responsibility  with respect to any
representation or warranty or transaction effected on the books of Pershing.

22.6 Termination Fee. If Broker terminates this Agreement  pursuant to Paragraph
22.1 above, or Pershing  terminates this Agreement pursuant to Paragraph 22.2 or
22.3 within the period  specified  in Schedule A, Broker shall pay to Pershing a
termination fee and will reimburse Pershing for Deconversion  Expenses as stated
in Schedule A.

22.7 Termination by Broker. Broker may, upon notice to Pershing,  terminate this
Agreement in the event (a) DLJ or Pershing  voluntarily  suspends transaction of
business  or  otherwise  ceases  to  offer  any  services  contemplated  by this
Agreement;  (b)  DLJ  or  Pershing  becomes  insolvent  or  unable  to  pay  any
indebtedness  as it matures;  (c) DLJ or Pershing  commences a voluntary case in
bankruptcy or a voluntary petition seeking reorganization or to effect a plan or
other  arrangement  with creditors;  (d) DLJ or Pershing makes an assignment for
the benefit of  creditors;  (e) DLJ or  Pershing  applies for or consents to the
appointment of a receiver or trustee for it, or for any  substantial  portion of
its property;  (f) DLJ or Pershing makes an assignment to an agent authorized to
liquidate  any  substantial  part  of its  assets;  (g) DLJ or  Pershing  has an
involuntary case commenced  against it with any court or other authority seeking
liquidation,  reorganization  or a  creditor's  arrangement;  (h) of a change in
control of DLJ or Pershing; or (i) that an order of any court or other authority
appoints  any  receiver or trustee  for DLJ or  Pershing or for any  substantial
portion of its property.  If Broker  terminates this Agreement  pursuant to this
Paragraph  22.8,  (i) Pershing  shall  promptly  refund to Broker any  remaining
amounts  not already  refunded  of the  $1,500,000  Internet  Development  Costs
identified in Schedule A; (ii) Pershing shall provide reasonable opportunity and
assistance to Broker in  transitioning  and converting to another  clearing firm
and online transaction  provider service at Broker's cost and expense, and (iii)
each party will return to the other party any  confidential  information  it has
acquired  from the other  party  except  as  required  by law and to the  extent
reasonably  possible.  If not exercised  within ninety (90) days after receiving
written  notice of a change in control  of DLJ or  Pershing,  Broker's  right to
terminate pursuant to Paragraph 22.7(h) shall expire.



                                       21
<PAGE>

23.0 CONFIDENTIAL NATURE OF DOCUMENTS AND OTHER INFORMATION

         Neither  Pershing nor Broker shall disclose the terms of this Agreement
or  information  obtained  as a result  thereof  or  information  regarding  the
identity of or transactions of the other's customers to any outside party except
to regulatory or self-regulatory organizations,  pursuant to judicial process or
as otherwise required by law or to authorized  employees of the other. Any other
publication  or disclosure of the terms of this  Agreement may be made only with
the prior  written  consent of the other party.  Broker and Pershing  shall each
maintain the  confidentiality  of documents,  data,  business methods,  customer
information and other information received from the other party pursuant to this
Agreement.

         Broker  acknowledges  that  the  services  Pershing  provides hereunder
involve Broker access to proprietary technology,  trading and other systems, and
that techniques,  algorithms and processes  contained in such systems constitute
trade secrets and shall be safeguarded by Broker, and that Broker shall exercise
reasonable  care to protect  Pershing's  interest in such trade secrets.  Broker
agrees  to make the  proprietary  nature of such  systems  known to those of its
consultants,  staff,  agents or clients who may  reasonably  be expected to come
into  contact  with  such  systems.  Broker  agrees  that  any  breach  of  this
confidentiality provision may result in its being liable for damages as provided
by law.

         Pershing acknowledges  that  the  services  Broker  provides  hereunder
involve Pershing access to proprietary technology, trading and other information
constituting  trade  secrets  and shall be  safeguarded  by  Pershing,  and that
Pershing shall exercise  reasonable  care to protect  Broker's  interest in such
trade secrets.  Pershing further  acknowledges that the software and services it
is providing  in  connection  with this  Agreement  will be used by Broker,  its
customers and its agents to transmit  confidential  and sensitive  financial and
personal  information,  and that  Pershing  shall  exercise  reasonable  care to
protect  the  privacy  of such  information.  Pershing  shall  comply  with  all
applicable laws,  including  without  limitation,  the  Gramm-Leach-Bliley  Act.
Pershing agrees that any breach of this confidentiality  provision may result in
its being liable for damages as provided by law.

24.0 ACTION AGAINST CUSTOMERS BY PERSHING

         Pershing  may,  in its sole discretion and at its own expense and, upon
reasonable  prior written notice to Broker,  institute and prosecute in its name
any action or  proceeding  against any of Broker's  customers in relation to any
controversy or claim arising out of Pershing's  transactions with Broker or with
Broker's  customers.  Nothing contained in this Agreement shall be deemed either
(a) to require  Pershing to institute or prosecute such an action or proceeding;
or (b) to impair or prejudice its right to do so, should it so elect,  nor shall
the  institution or prosecution of any such action or proceeding  relieve Broker
of any liability or  responsibility  which Broker would otherwise have had under
this  Agreement.  Broker  assigns to Pershing its rights against its customer as
necessary to effectuate the provisions of this paragraph.



                                       22
<PAGE>

25.0 NOTICES

         Any Notice required or permitted to be given under this Agreement shall
be  sufficient  only if it is in writing and sent by hand or by certified  mail,
return receipt requested, to the parties at the following address:

         Broker:

Muriel Siebert & Co., Inc.
885 Third Avenue
Suite 1720
New York, New York 10022
Attention:  Ms. Muriel Siebert

with copies to:

Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
Attention:  Warren Nimetz, Esq.


         Pershing:

Pershing Division of Donaldson, Lufkin & Jenrette Securities Corporation
One Pershing Plaza
Jersey City, NJ  07399
Attn: Mr. James Crowley, Managing Director

     cc:  Legal Department

26.0  ARBITRATION

26.1  Arbitration  Requirement.  Any dispute  between  Broker and Pershing  that
cannot be settled shall be taken to  arbitration  as set forth in paragraph 26.3
below.

26.2 ARBITRATION DISCLOSURE.

EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT:

       o      ARBITRATION IS FINAL AND BINDING ON THE PARTIES.

       o      THE  PARTIES ARE  WAIVING  THEIR RIGHT TO SEEK  REMEDIES IN COURT,
              INCLUDING THE RIGHT TO JURY TRIAL.

       o      PRE-ARBITRATION  DISCOVERY  IS  GENERALLY  MORE  LIMITED  THAN AND
              DIFFERENT FROM COURT PROCEEDINGS.

       o      THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
              OR LEGAL  REASONING  AND ANY  PARTY'S  RIGHT TO  APPEAL OR TO SEEK
              MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.



                                       23
<PAGE>

       o      THE PANEL OF  ARBITRATORS  WILL  TYPICALLY  INCLUDE A MINORITY  OF
              ARBITRATORS  WHO  WERE  OR  ARE  AFFILIATED  WITH  THE  SECURITIES
              INDUSTRY.

26.3 ARBITRATION AGREEMENT.

EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT:

              ANY  CONTROVERSY  BETWEEN US ARISING OUT OF YOUR  BUSINESS OR THIS
              AGREEMENT SHALL BE SUBMITTED TO ARBITRATION  CONDUCTED  BEFORE THE
              NEW YORK STOCK  EXCHANGE,  INC., OR NASD  REGULATION  INC., AND IN
              ACCORDANCE WITH THE RULES  OBTAINING OF THE SELECTED  ORGANIZATION
              AND SHALL BE  CONDUCTED  AS A BROKER TO BROKER OR MEMBER VS MEMBER
              DISPUTE.  ARBITRATION  MUST BE COMMENCED BY SERVICE UPON THE OTHER
              PARTY OF A WRITTEN  DEMAND FOR  ARBITRATION OR A WRITTEN NOTICE OF
              INTENTION TO ARBITRATE, THEREIN ELECTING THE ARBITRATION TRIBUNAL.

              NO PERSON  SHALL BRING A PUTATIVE  OR  CERTIFIED  CLASS  ACTION TO
              ARBITRATION,  NOR  SEEK TO  ENFORCE  ANY  PRE-DISPUTE  ARBITRATION
              AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE
              CLASS  ACTION AND WHO IS A MEMBER OF A PUTATIVE  CLASS AND WHO HAS
              NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS  ENCOMPASSED
              BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS CERTIFICATION IS
              DENIED;  (ii) THE CLASS IS  DECERTIFIED;  OR (iii) THE CUSTOMER IS
              EXCLUDED FROM THE CLASS BY THE COURT.  SUCH FORBEARANCE TO ENFORCE
              AN  AGREEMENT TO  ARBITRATE  SHALL NOT  CONSTITUTE A WAIVER OF ANY
              RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.

27.0 GENERAL PROVISIONS

27.1  Successors  and Assigns.  This  Agreement  shall be binding upon and shall
inure to the  benefit of the  respective  successors  and  assigns of Broker and
Pershing.  No assignment  of this  Agreement or any rights,  including  those to
indemnification hereunder by Broker shall be effective unless Pershing's written
consent shall be first obtained.

27.2  Severability.  If any  provision  of this  Agreement  shall  be held to be
invalid or  unenforceable,  the  validity  or  enforceability  of the  remaining
provisions and conditions shall not be affected thereby.

27.3  Counterparts.  This Agreement may be executed in one or more counterparts,
all of which taken together shall constitute a single agreement.

27.4 Entire Agreement Amendments and Duties Not Specifically  Enumerated Herein.
This Agreement and all other agreements mutually signed by the parties represent
the entire  agreement  between the parties  with  respect to the subject  matter
contained herein and all prior discussions, agreements, and promises, written or
oral, are merged herein.  This Agreement may not be changed orally,  but only by
an agreement in writing  signed by the parties,  as expressly  stated in another
written agreement signed by the parties or as required by law.



                                       24
<PAGE>

27.5  Captions.  Captions  herein  are  for  convenience  only  and  are  not of
substantive effect.

27.6  Applicable  Law.  This  Agreement  shall be governed by and  construed  in
accordance  with the  internal  laws of the  State of New York,  without  giving
effect to the conflicts of laws or principles thereof.  This Agreement shall not
be governed by the United Nations Convention on the International Sale of Goods.

27.7 Citations.  Any reference to the rules or regulations of the SEC, NASD, the
NYSE,  or any other  regulatory  or  self-regulatory  organization  are  current
citations. Any changes in the citations (whether or not there are any changes in
the text of such  rules or  regulations)  shall  be  automatically  incorporated
herein.

27.8  Construction  of Agreement.  Neither this Agreement nor the performance of
the  services  hereunder  shall  be  considered  to  create a joint  venture  or
partnership  between Pershing and Broker or between Broker and other brokers for
whom Pershing may perform the same or similar services.

27.9  Third-Parties.  This  Agreement  is between the parties  hereto and is not
intended to confer any benefits on third-parties  including, but not limited to,
customers of Broker or each of Broker's divisions.

27.10  Non-Exclusivity of Remedies.  The enumeration herein of specific remedies
shall not be exclusive of any other remedies. Any delay or failure by a 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.  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.

27.11  SEC  Release  34-31511  Provision.  Pursuant  to  the  interpretation  of
Introducing  Accounts  on a  Fully-Disclosed  Basis  contained  in  SEC  Release
34-31511,  it is hereby agreed between Broker and Pershing that,  insofar as the
"financial  responsibility  rules" of the SEC and Securities Investor Protection
Act only are  applicable,  the  accounts  Broker  introduces  to  Pershing  on a
fully-disclosed  basis shall be  considered  to be accounts of Pershing  and not
Broker's accounts.

27.12 United States Postal Service Documents. Broker hereby appoints Pershing as
its  attorney-in-fact  for  the  purpose  of  executing  such  documents  as are
necessary to allow Broker and its customers to  participate  in the  FASTforward
program  of the United  States  Postal  Service.  This may  include,  but not be
limited to Pershing's execution,  on an annual basis, on Broker's behalf, of the
FASTforward Processing Acknowledgment Form.

27.13  Provision of Reports and  Exception  Reports.  On or before the effective
date of this Agreement,  Pershing shall provide to Broker, Pursuant to NYSE Rule
382(e), a list of all reports (e.g. exception-type reports) it offers to Broker.
Broker shall promptly notify Pershing,  in writing, of those specific reports it
elects to receive.  Pershing and Broker each  represent  that their  obligations
relative to exception reports, pursuant to NYSE Rule 382(e) have been completed.
(NYSE Information Memo 99-33)



                                       25
<PAGE>

28.0    OWNERSHIP AND LICENSES

28.1 License to Use Systems.  In order to effectuate the terms of this Agreement
and to allow each party to perform its duties hereunder,  Pershing hereby grants
to Broker a non-exclusive, non-transferable,  non-assignable limited license for
the  term  of  this  Agreement  (i)  to  access  and  use  the  various  account
information,  trading and order entry  systems to which  access is  contemplated
pursuant to this Agreement, whether pursuant to the schedules attached hereto or
otherwise ("the Systems"), and (ii) for Broker to allow its agents and customers
to access and use the Systems in accordance  with the  provisions  herein and as
stated in (i) immediately above. Said license shall be limited to the use of the
most recently  updated version of Systems  (provided that any additional  charge
for  to  implement  or  utilize  the  most  recently   updated  version  is  not
inconsistent with any pricing agreement between Pershing and Broker currently in
effect and such additional  charge is reasonable  under the  circumstances,  and
that Broker has had a reasonable  opportunity to transition to the most recently
updated version) in accordance with the written manuals and procedures  provided
by  Pershing  in effect  from time to time  (provided  that Broker has been made
aware of such  procedures).  Pershing  and Broker  agree that changes in written
manuals and procedures shall reasonably  relate only to the functionality of the
Systems and that Pershing shall not remove or materially change functionality of
the Systems by changing  such manuals or  procedures  and removing or materially
changing such  functionality  without  Broker's  written  consent,  except where
changing such  functionality  is required by law. Broker shall not,  directly or
indirectly,  modify the features or functionality  of, copy or create derivative
works using all or any portion of, peel semiconductor components,  decompile, or
otherwise  reverse engineer or attempt to reverse engineer or derive source code
from the Systems or authorize or encourage any third-party to do so.

28.2  License to Software  Products.  Subject to receipt by Pershing of the fees
set forth in the pricing  schedules  attached hereto and approval by Pershing as
to  technical  and  legal  attributes  (such  approval  not  to be  unreasonably
withheld) of any customized version created by Broker,  Pershing will provide or
arrange for the provision of software and other services, features of which will
enable Broker's customers or its  representatives to contact Broker and transact
business through Broker via various media, as may be agreed upon by the parties,
including  a site or pages of a site  located on the World Wide Web and  reached
through an  Internet  address,  which shall be unique to Broker (but which shall
not be required to be a domain name unique to Broker) (the "Software Products").
Upon  Broker's  request  from time to time,  Pershing  shall modify the Software
Products as mutually  agreed by the parties.  To the extent  required,  Pershing
hereby  grants  to  Broker  a  non-exclusive,  non-transferable,  non-assignable
limited  license for the term of this  Agreement  to access and use the Software
Products  solely for the  purposes  for which they were  created and provided to
Broker:  to enable its customers and  representatives  (a) to  communicate  with
Broker and access the Systems; and (b) access financial information and transact
business  with  Broker  through  the  various  media (as may be agreed to by the
parties  from time to time,  which  currently  include  via a website,  wireless
device  and  telephone).  Said  license  shall be limited to the use of the most
recently updated version of the Software Products  (provided that any additional
charge  to  implement  or  utilize  the most  recently  updated  version  is not


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<PAGE>

inconsistent with any pricing agreement between Pershing and Broker currently in
effect and such additional charge is reasonable under the circumstances and that
Broker has had a  reasonable  opportunity  to  transition  to the most  recently
updated version) in accordance with the written manuals and procedures  provided
by  Pershing  in effect  from time to time  (provided  that Broker has been made
aware of such  procedures).  Pershing  and Broker  agree that changes in written
manuals and procedures shall reasonably  relate only to the functionality of the
Software  Products  and that  Pershing  shall not  remove or  materially  change
functionality  of the Software  Products by changing  such manuals or procedures
and removing or materially changing such functionality  without Broker's written
consent,  except where changing such functionality is required by law. Except as
specifically  permitted pursuant to the first sentence of this Paragraph 28.2 or
as otherwise  authorized by Pershing,  Broker shall not, directly or indirectly,
modify the features or functionality  of, copy or create  derivative works using
all or any portion of, peel semiconductor  components,  decompile,  or otherwise
reverse  engineer or attempt to reverse  engineer or derive source code from the
Software Products or authorize or encourage any third-party to do so.

28.3 Ownership of the Systems and Software Products.  Except as provided by this
Agreement,  nothing  herein shall be construed to transfer to Broker any rights,
title  and/or  interest  in and  to the  Systems  or to the  Software  Products,
including without limitation, the intellectual property rights therein. Pershing
represents  that the Systems and  Software  Products  are  considered  the trade
secrets of Pershing and its affiliates. As between Broker and Pershing, Pershing
shall at all times be and remain the sole and exclusive owner of the Systems and
Software  Products,  including any and all home page  design(s),  methodologies,
techniques,  software  libraries,  and know-how used by Pershing or incorporated
into  the  Systems  and   Software   Products,   including   all   improvements,
modifications,  or  enhancements  thereto.  Except with respect to  intellectual
property rights in trademarks and copyrights  belonging to Broker,  Pershing and
its  affiliates  retains all rights,  title,  and interest in and to Systems and
Software  Products,  including  without  limitation,  all applicable  copyrights
(including  without  limitation,  the exclusive  right to reproduce,  distribute
copies of, display and perform the  copyrighted  work and to prepare  derivative
works), copyright registrations,  and applications,  trademark rights (including
without limitation, registrations and applications), patent rights, trade-names,
mask-work rights, trade secrets, moral rights,  authors' rights, and all renewal
and extensions thereof, regardless of whether any of such rights arise under the
laws of the United States or any other state, country or jurisdiction. If at any
time Broker  proposes or makes  modifications  to its customized  version of any
System or Software Product  ("Modification"),  all right,  title and interest in
the Modifications shall be deemed to be a work made for hire. To the extent that
title to any such  Modification may not vest in Pershing by operation of law, or
such Modifications may not be considered works made for hire, all right,  title,
and interest to therein are hereby  irrevocably  assigned to Pershing.  All such
Modifications  shall belong  exclusively to Pershing,  with Pershing  having the
right to obtain and to hold in its own name  copyright  registrations,  patents,
and such other  intellectual  property  protection as may be  appropriate to the
subject matter,  and any extensions and renewals thereof.  Broker agrees to give
Pershing  and any  person  designated  by  Pershing  reasonable  assistance,  at
Pershing's  expense,  required  to perfect the rights  defined in this  Section.
Unless otherwise  directed by Pershing,  upon the termination of this Agreement,
Broker shall immediately turn over to Pershing all Modifications, including, but
not limited to, computer programs,  working papers,  descriptions,  reports, and
data.  Nothing contained in this Paragraph 28.3 shall be construed as preventing
Pershing from  assigning  any  intellectual  property  right with respect to any


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<PAGE>

Modification  to any  third-party.  Notwithstanding  anything  to  the  contrary
herein, this Paragraph 28.3 shall not apply to materials,  content,  software or
other  intellectual  property  owned or  developed by or on behalf  Broker,  its
agents or affiliates,  or any business entity with which Broker has entered into
a strategic alliance or is otherwise doing business  ("Non-Pershing  Property").
Nothing in this  Agreement  shall be construed as  transferring  to Pershing any
rights, title and/or interest in or to any such Non-Pershing  Property,  and all
such  rights,  title and interest  shall at all times  remain with  Broker,  its
agents or affiliates,  or any business entity with which Broker has entered into
a strategic  alliance or is otherwise doing business.  This Paragraph 28.3 shall
survive any termination of this Agreement.

28.4 Protection of the Systems and Software Products.  Pershing shall, from time
to  time,  provide  Broker  with  passwords,  codes,  certificates,   and  other
identification  devices and security  measures  (the  "Identification  Devices")
necessary  to access and use the Systems and  Software  Products.  Broker  shall
determine  whether and which of its  customers,  employees,or  agents shall have
access to the Systems and Software Products.  Broker shall be solely responsible
for the assignment,  distribution, and maintenance of all Identification Devices
such that it will grant  access to the Systems  and  Software  Products  only to
those individuals who are authorized by Broker.  Nothing in this paragraph shall
affect or diminish  Pershing's right to refuse to provide any or all the Systems
and Software  Products to Broker,  its agents or  employees or any  customers of
Broker  for  default  as set forth in this  Agreement,  provided  that  Pershing
complies with its obligations to give notice of default as required  pursuant to
Paragraph  22.2  and the  default  has  not  been  cured  as  permitted  by that
Paragraph.  Broker shall be responsible  for and shall provide the same level of
security  as Broker  applies  to its own  source  code and trade  secrets in the
protection,  maintenance,  and distribution of those Identification  Devices and
codes within its  organization  and to its agents and customers,  but in no case
less  than  reasonable   security.   Any  loss,   theft,  or  discovery  of  any
Identification  Devices  shall be reported to  Pershing  immediately  and Broker
shall be responsible for any  unauthorized  use, and for any loss resulting from
unauthorized  use,  of any  Identification  Device  prior to the time the  loss,
theft, or discovery of the Identification Device is reported to Pershing, except
where such  security  breach is due to an act or omission of Pershing.  Pershing
shall be  responsible  for and shall  provide  the same level of  security as it
applies to its own confidential  information and trade secrets in the protection
of  personal  and  financial  information  transmitted  through  the  System and
Software Products, but in no case less than reasonable security.

28.5  Restricted  Use of Data.  Broker  acknowledges  that  certain  information
available via the Systems and Software Products cannot be viewed by or otherwise
distributed  to an individual who is a member of any exchange or the NASD, or of
any corporation of which an exchange owns a majority of the capital stock, or of
a  member  firm or  member  corporation  of any  exchange  or the NASD or of any
corporation,  firm or individual  engaged in the business of dealing either as a
broker or a principal in securities,  bills of exchange,  acceptances,  or other
forms of commercial paper (hereinafter "Professional User"). Broker acknowledges
that it will not use or knowingly permit any other  Professional  User to access
or view the restricted information except in their capacity as public customers.
In addition,  certain information available through the Systems cannot be viewed
by or otherwise  distributed to Broker's  customers.  Broker  acknowledges  that
Broker will not  knowingly  authorize  such  individual  to view the  restricted
information.  Pershing's  or its  affiliates'  mere  creation and license of the
Systems and Software  Products to be used by Broker as tools for  conducting its
business  does not diminish  Broker's  responsibility  for  compliance  with all
applicable rules as set forth in paragraph 6 of this Agreement.



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<PAGE>

28.6 Options Price Reporting  Authority  Requirements.  In providing the Systems
and Software Products, Broker may allow access to information concerning options
contracts to its  customers or itself,  which  information  has been licensed to
Pershing.  Broker hereby  certifies that, for each customer to whom it instructs
Pershing to provide access to information  concerning options contracts,  it has
obtained a written  agreement in which the  customer  agrees that he or she: (1)
shall receive  options  information  solely for such person's own use; (2) shall
not retransmit or otherwise furnish options information to any other person; (3)
shall  acknowledge that options  information is and shall remain the property of
the  respective  exchange or other market on which a reported  transaction  took
place or a reported  quotation was entered;  and (4) shall acknowledge that; (i)
neither the Options Price Reporting Authority (OPRA), OPRA's processor,  nor any
OPRA Participant guarantees the timeliness,  sequence, accuracy, or completeness
of  any  options  last  sale  price,  quotation  information,  or  other  market
information  provided by OPRA; (ii) neither OPRA,  OPRA's processor nor any OPRA
Participant  shall be  liable in any way to such  customer,  broker or any other
person for any loss, damages,  cost, or expense which may arise from any failure
of performance by OPRA, OPRA's processor,  or any OPRA Participant,  or from any
delays, inaccuracies,  errors in or omissions of, any Options Information, or in
the transmission or delivery thereof, whether or not due to any negligent act or
omission on the part of OPRA,  OPRA's  processor  or any OPRA  Participant;  and
(iii) in no event shall OPRA, OPRA's processor or any OPRA Participant be liable
for any incidental,  special,  indirect, or consequential damages, including but
not  limited  to,  lost  profits,  trading  losses,  or damages  resulting  from
inconvenience, or loss of use of the Service. Such written agreement shall state
that it is for the  express  benefit of OPRA,  OPRA's  processor,  and each OPRA
Participant.   In  addition,  Broker,  on  its  own  behalf,   acknowledges  its
understanding of OPRA's responsibilities under this Paragraph 28.6. In addition,
Broker  agrees  that it shall  maintain  and  preserve  for at least three years
sufficient  records to identify the names and addresses of its customers to whom
it is  authorized  to provide the Service,  together with copies of all customer
agreements and billing records.  At the request of OPRA, Broker agrees to permit
representatives  of OPRA to have access to such records,  and to provide to OPRA
any  information  that OPRA may  reasonably  request  concerning  its customers.
Broker further  acknowledges that its  acknowledgments  and agreements as stated
above should are for the express  benefit of OPRA,  OPRA's  processor,  and each
OPRA participant.

28.7  Receipt of  Information  from  Third-Parties  and  Reality  Online Inc. In
providing  the  Systems  and  Software  Products,  Broker  may  allow  access to
information to its customers or itself,  which  information has been licensed to
Pershing by a third-party, including without limitation Reality Online Inc.

IN WITNESS  WHEREOF the parties  have  hereto  affixed  their hands and seals by
their duly authorized officers on the day and date first above written.



         This Agreement contains a pre-dispute arbitration clause in Paragraph
26 beginning on page 20. Broker acknowledges receiving a copy of this Agreement.



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<PAGE>


                            MURIEL SIEBERT & CO., INC.:

                                /s/ Nicholas P. Dermigny
                            ---------------------------------
                            By:    Nicholas P. Dermigny
                            Title:



                            PERSHING/ DIVISION OF DONALDSON, LUFKIN & JENRETTE
                            SECURITIES CORPORATION

                                /s/ James T. Crowley
                            ---------------------------------
                            By:    James T. Crowley
                            Title:



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