<PAGE>   1
Redacted portions have been marked with asterisks (****). Confidential treatment
has been requested for the redacted portions. The confidential redacted portions
have been filed separately with the Securities and Exchange Commission.

                                                                    EXHIBIT 10.3

                                                    Proprietary and Confidential


                       FULLY DISCLOSED CLEARING AGREEMENT


         This Fully Disclosed Clearing Agreement (the "Agreement") is executed
and entered into by and between Penson Financial Services, Inc. ("Penson"), a
division of Service Asset Management Company, a North Carolina corporation, and
CyBerBroker, Inc. ("Correspondent").

         WHEREAS, Correspondent is in the process of registering or is
registered with the Securities Exchange Commission ("SEC") as a broker-dealer of
securities in accordance with Section 15(b) of the Securities and Exchange Act
of 1934 (the "Act") and is applying for membership or is a member of the
National Association of Securities Dealers, Inc. ("NASD"), and desires for
Penson to act as a clearing broker for Correspondent; and

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

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

1.       REPRESENTATIONS AND WARRANTIES

         Correspondent represents and warrants to Penson that:

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

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

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

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

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



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                                                    Proprietary and Confidential

         Penson represents and warrants to Correspondent that:

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

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

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

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

2.       CUSTOMER AND CORRESPONDENT ACCOUNTS

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

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

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

                                     Page 2


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                                                    Proprietary and Confidential

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

         (d)      SUPERVISION OF ORDERS AND ACCOUNTS. Penson will execute orders
                  for Correspondent's Customers after Correspondent's
                  appropriate principals have accepted and approved said
                  Accounts. Correspondent will be responsible for the review and
                  supervision of, and the suitability of, investments made by
                  each and every one of its Customers and Penson shall have no
                  responsibility. Correspondent shall be responsible for
                  insuring that all transactions in and activities related to
                  all Accounts opened by it with Penson, including discretionary
                  Accounts, will be in compliance with all applicable laws,
                  rules and regulations of the United States, the several
                  states, governmental agencies, securities exchanges and the
                  NASD, including any laws relating to Correspondent's fiduciary
                  responsibilities to Customers, either under the Employee
                  Retirement Income Security Act of 1974 or otherwise.
                  Correspondent shall diligently supervise the activities of its
                  officers, employees and representatives with respect to all
                  Accounts. Penson will perform the clearing services provided
                  for in this Agreement for Accounts accepted by it in
                  accordance with the terms of this Agreement, as it may be
                  amended from time to time, and otherwise in accordance with
                  its best business judgment. To the extent, if any, that Penson
                  accepts from Correspondent orders for execution in accordance
                  with Section 7(a), Correspondent shall be responsible for
                  informing Penson of the location of the securities that are
                  the subject of the order so that Penson may comply with the
                  provisions of Art. III, Sec. 21 of the NASD Rules of Fair
                  Practice.

         (e)      ACCOUNTS OF ASSOCIATED PERSONS. Correspondent will not accept
                  Accounts for any persons that come within the express
                  provisions of Art. III, Sec. 28 of the NASD Rules of Fair
                  Practice unless Correspondent has complied with the provisions
                  of said Rule and, if applicable, provided evidence of employer
                  approval as required by said Rule.


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                                                    Proprietary and Confidential

         (f)      ACCOUNT RESPONSIBILITY FOR CERTAIN PURPOSES. Notwithstanding
                  anything herein to the contrary, for purposes of the
                  Securities Investment Protection Act of 1970 and the financial
                  responsibility rules of the Securities and Exchange
                  Commission, the Customer Accounts are the responsibility of
                  Penson. For all other purposes, the Customer Accounts shall be
                  the full, total and sole responsibility of Correspondent.

3.       EXTENSION OF CREDIT

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

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

         (b)      MARGIN AND MARGIN MAINTENANCE. Correspondent is responsible
                  for assuring Customer's payment of Customer's initial margin
                  requirements and of all amounts necessary to meet subsequent
                  maintenance calls in each Customer Account, in order to insure
                  compliance with Regulation T and the house rules of Penson.
                  Such payment may be collected by Correspondent on Penson's
                  behalf, or made directly to Penson at Correspondent's option.
                  Correspondent is responsible for the payment of initial margin
                  and of all amounts necessary to meet subsequent margin calls
                  in each Correspondent Account. Penson shall have the unlimited
                  right to buy in or sell out positions in Accounts whenever
                  Penson, in its sole discretion, deems such action appropriate
                  and despite whether, if the Account is a Margin Account, any
                  such Account is then in compliance with applicable margin
                  maintenance requirement or has requested an extension of time
                  to make any payment required by Regulation T. Correspondent
                  acknowledges that Penson has the right to demand payment on
                  any debit balance and that Correspondent is responsible to
                  Penson for any unsecured debit balance resulting from any
                  failure of a Customer to make any such payments upon demand.

         (c)      MARGIN REQUIREMENTS. Initial margin and margin maintenance
                  requirements applicable to any margin account shall be in
                  accordance with the house rules of Penson, rather than in
                  accordance with any lower requirement of any law, any exchange
                  or any regulatory agency. Penson may change the margin
                  requirements applicable to any Account or class of accounts,
                  as described in its house rules;

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                                                    Proprietary and Confidential

                  Correspondent shall be responsible for advising its Customer
                  of the changed requirements and for the payment by the
                  Customer of any additional margin necessary to insure
                  compliance with such increased requirements.

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

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

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


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


                  (iv)     The failure of delivery of securities sold or failure
                           of payment for securities purchased in accordance
                           with the provisions of Regulation T; the return to
                           Penson unpaid of any check given to Penson by
                           Correspondent or any Customer; or the payment for
                           and/or delivery of all "when issued" transactions
                           which Penson may accept or execute for the Accounts.


4.       MAINTENANCE OF BOOKS AND RECORDS

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

5.       RECEIPT, DELIVERY AND SAFEGUARDING OF FUNDS AND SECURITIES

         (a)      RECEIPT AND DELIVERY IN THE ORDINARY COURSE OF BUSINESS.
                  Penson, acting on behalf of Correspondent, will receive and
                  deliver all funds and securities in connection with
                  transactions for Customer Accounts in accordance with the
                  Customer's instructions to Correspondent. Correspondent shall
                  be responsible for advising Customers of their obligations to
                  deliver funds or securities in


                                     Page 5

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                                                    Proprietary and Confidential

         connection with each such transaction. Correspondent shall be
         responsible for any failure of any Customer to fulfill such obligation.
         Penson shall be responsible for the safeguarding of all funds and
         securities delivered to and accepted by it, subject to count and
         verification by Penson. However, Penson will not be responsible for any
         funds or securities delivered by a Customer or Correspondent, its
         agents or employees, until such funds or securities are physically
         delivered to Penson's premises and accepted by Penson or deposited in
         bank accounts maintained in Penson's name. It is expressly understood
         and agreed, however, that Correspondent is responsible for compliance
         with the Currency and Foreign Transactions Reporting Act (31 U.S.C.
         Section 5311. et seq.) and the rules and regulations promulgated
         thereunder (31 C.F.R. Section 103.11, as amended, et seq.).

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

(c)      RECEIPT AND DELIVERY PURSUANT TO SPECIAL INSTRUCTION. Upon instruction
         from Correspondent or a Customer, Penson will make such transfers of
         securities or Accounts as may be requested. Correspondent shall be
         responsible for determining if any securities held in Correspondent or
         Customer Accounts are "restricted securities" or "control stock" as
         defined by the rules of the SEC and that orders executed for such
         securities are in compliance with applicable laws, rules and
         regulations.

(d)      DRAFT-ISSUING AUTHORITY. At its discretion Penson may authorize certain
         of Correspondent's employees to sign drafts as drawer payable to
         Correspondent's Customers in amounts and pursuant to conditions as may
         be determined by Penson from time to time. Correspondent agrees that it
         will not request Penson to authorize someone to sign drafts who is not
         an employee of Correspondent. Correspondent agrees to fully indemnify
         Penson from the negligence, fraud, or mistakes of Correspondent or
         Correspondent's employees in connection with any draft issuing
         authority granted to them and Correspondent authorizes Penson to charge
         any Correspondent Account or any other assets of Correspondent held by


                                     Page 6

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                                                    Proprietary and Confidential

         Penson with the amount of any such losses. Notwithstanding Section
         5(a), Penson will not be responsible for the safeguarding of funds
         withdrawn by Correspondent or Correspondent's employees pursuant to
         such draft issuing authority. Penson may withdraw this draft issuing
         privilege without notice at any time during the term of this Agreement.
         Notwithstanding anything herein to the contrary, Penson may at any
         time, at its sole discretion, despite any prior authorization, refuse
         payment on any draft for which Correspondent is drawer and Penson is
         drawee.

6. CONFIRMATIONS AND STATEMENTS

     (a) PREPARATION AND TRANSMISSION. Penson will prepare and send to Customers
         monthly statements of account (or quarterly statements if no activity
         occurs in an account during any quarter covered by such statement),
         which statements shall meet Penson's requirements as to format and
         quality and will indicate that Correspondent is the introducing broker
         for the Account. Penson will be responsible for preparing and
         transmitting confirmations. Upon prior written approval from Penson,
         Correspondent may assume the responsibility of preparing and
         transmitting confirmations, including the responsibility for compliance
         with the provisions of Art. III, Section 12 of the NASD Rules of Fair
         Practice. Copies of all monthly or quarterly statements sent by Penson
         to Customers will be send to Correspondent. Penson will also provide to
         Correspondent monthly statements of clearing services performed by
         Penson for Correspondent and Customer Accounts showing the fees charged
         for such services during the month, as provided in Section 8.

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



                                     Page 7
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                                                    Proprietary and Confidential

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

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

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

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

8.       FEES AND SETTLEMENTS FOR SECURITIES TRANSACTIONS

         (a)      COMMISSIONS: FEES FOR CLEARING SERVICES.

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

                                     Page 8
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                                                    Proprietary and Confidential

                  commission schedule shall be within the format of Penson's
                  computer system.

         (ii)     Penson will charge Correspondent for clearing services
                  according to the fee schedule set forth in Schedule A attached
                  hereto and incorporated herein for all purposes. Clearing
                  charges may be modified from time to time by Penson without
                  re-execution of this Agreement. To implement new charges,
                  Penson will mail or telecopy a new Schedule A to
                  Correspondent. If Correspondent does not object to the new
                  charges within ten (10) days of such mailing or telecopying,
                  as provided below, the new charges shall become effective and
                  the new Schedule A shall become a part of and modify this
                  Agreement without any further action by the parties. Upon such
                  event, Penson and Correspondent shall replace the previous
                  Schedule A with the new Schedule A. Correspondent may object
                  to new charges by giving notice canceling this Agreement as
                  provided under Sections 12 and 19(m). During the pendency of
                  such notice period, the previous charges shall continue to be
                  effective until termination.

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

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


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                                                    Proprietary and Confidential

9.       DEPOSIT

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

10.      INDEMNIFICATION

         (a)      INDEMNITY.

                  (i) Correspondent agrees to indemnify and hold harmless
                  Penson, each person who controls Penson within the meaning of
                  the Securities Exchange Act of 1934 and any directors,
                  officers, employees, agents and attorneys of Penson ("Penson
                  Indemnified Persons") from and against all claims, demands,
                  proceedings, suits and actions and all liabilities, losses,
                  expenses and costs (including any legal and accounting fees
                  and expenses) relating to Penson's defense of any failure, for
                  any reason, fraudulent or otherwise, by Correspondent,
                  Correspondent's employees, independent agents or contractors,
                  or Customers to comply with any obligation under this
                  Agreement or any other agreement executed and delivered to
                  Penson in connection with Penson's performance of services
                  hereunder and any act or failure to act by Penson Indemnified
                  Persons, except any act or failure to act which is the result
                  of gross negligence or willful misconduct on the part of any
                  such Penson Indemnified Person. Without limiting the
                  generality of the foregoing, such failure is explicitly
                  intended by the parties to include failure resulting from (i)
                  suspension of trading or bankruptcy or insolvency of any
                  company, securities of


                                     Page 10

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                                                    Proprietary and Confidential

                  which are held in a Customer's Accounts; (ii) failure by any
                  Customer to maintain adequate margin; or (iii) breach of any
                  obligation existing between Correspondent and a Customer of
                  Correspondent or any law, rule or regulation of the United
                  States, a state or territory thereof, the SEC the Federal
                  Reserve Board or other authority, applicable to any
                  transaction contemplated by this Agreement.

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

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

         (b)      SECURITY INTEREST AND AUTHORIZATION TO CHARGE. Correspondent
                  grants to Penson a first lien and security interest in any
                  Correspondent Account maintained by Penson and any other
                  assets of Correspondent now or hereafter held by Penson and
                  authorizes Penson to discharge such lien by charging such
                  Account and assets with all amounts owing to Penson including,
                  but not limited to, (i) any cost or expense resulting from
                  failures to deliver or failures to receive, (ii) any losses
                  resulting from unsecured debit balances in any Customer or
                  Correspondent Account and (iii) any amounts to which Penson is
                  otherwise entitled pursuant to the provisions of Section
                  10(a). Penson shall have discretion to liquidate or sell any
                  securities without notice to Correspondent, and to determine
                  which securities


                                     Page 11

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                                                    Proprietary and Confidential

                  to sell. Such charge may be made against Correspondent Account
                  or assets at any time and in such amount as Penson deems
                  appropriate. No delay in charging any Correspondent Account or
                  asset shall operate as a waiver of Penson's right to do so at
                  any future time as and when Penson deems appropriate. Penson
                  shall have the unlimited right to set-off any indebtedness or
                  other obligations of Correspondent under this Agreement or
                  otherwise (absolute or contingent, matured or unmatured)
                  against any obligations of Penson to Correspondent, including
                  from the Deposit (as described in Section 9 and/or any other
                  money, securities, or other property of Correspondent in
                  Penson's possession).

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

11.      UNDERTAKINGS OF CORRESPONDENT

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

         (b)      OTHER CLEARING SERVICES. During the term of this Agreement,
                  Correspondent will not sign a clearing agreement with another
                  clearing broker or dealer without prior written approval by
                  Penson.

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


                                     Page 12

<PAGE>   13

                                                    Proprietary and Confidential

         (d)      FIXED PRICE OFFERINGS. Correspondent agrees that in making
                  sales of Securities, as a part of a fixed price offering, it
                  will comply with all applicable rules of the NASD, including,
                  without limitation, the NASD's Interpretations with respect to
                  Free-Riding and Withholding under Article III, Sections 1 and
                  24, of the NASD's Rules of Fair Practice.

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

         (f)      INQUIRIES ON CERTIFICATES. Penson agrees to act as
                  Correspondent's direct inquirer under the Lost and Stolen
                  Securities Program under Rule 17f-1 (l7CFR 240.17f-1).

12.      TERMINATION OF AGREEMENT: TRANSFER OF ACCOUNTS

         (a)      EFFECTIVENESS. Unless earlier terminated as provided herein,
                  this Agreement shall remain in force for a five (5) year
                  period from the date Correspondent first processes
                  transactions with Penson. Subsequent to this initial five year
                  term, either party may terminate this Agreement by giving
                  forty-five (45) days prior written notice to the other party.

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

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

                  (ii)     is enjoined, prohibited or suspended, as a result of
                           an administrative or judicial proceeding, from
                           engaging in securities business activities
                           constituting all or portions of Correspondent's
                           securities business, which injunction, prohibition or
                           suspension in Penson's judgment makes impracticable
                           the fully disclosed clearing relationship established
                           in this Agreement.

         (c)      AUTOMATIC TERMINATION. In addition to any other provisions for
                  termination herein, this Agreement shall terminate immediately
                  in the event that either Correspondent or Penson ceases to
                  conduct its business or that Penson:


                                     Page 13

<PAGE>   14

                                                    Proprietary and Confidential

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

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

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

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

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

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

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

                  (iv)     the name of an individual within that organization
                           who Penson can contact to coordinate the conversion.
                           The Conversion Notice shall accompany Correspondent's
                           notice of termination given pursuant to Section 12(a)
                           or within thirty (30) days of the occurrence of an
                           event specified in Section 12(c).

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

         (e)      SURVIVAL. Termination of this Agreement shall not affect
                  Penson's rights or liabilities relating to business transacted
                  prior to the effective date of such termination. From the date
                  of termination until transfer or delivery of all Customer and
                  Correspondent Accounts, Penson's rights and liabilities
                  relating to business transacted after such termination shall
                  be governed by the same terms as those set forth in this
                  Agreement.



                                     Page 14
<PAGE>   15

                                                    Proprietary and Confidential

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

         (g)      TERMINATION FOR SELF CLEARING. Correspondent at its option may
                  terminate this Agreement upon forty five (45) days written
                  notice to Penson if:

                  (i)      Correspondent has processed transactions with Penson
                           for at least a thirty month period; and

                  (ii)     ****

13.      CONFIDENTIAL NATURE OF DOCUMENTS

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

14.      NOTICE TO CUSTOMERS

         Subject to the requirements of the NASD Rules of Fair Practice,
Correspondent shall provide, or cause to be provided to every Customer upon the
opening of a Customer Account, notice of the existence and general terms of this
Agreement.


                                     Page 15
<PAGE>   16

                                                    Proprietary and Confidential

15.      CUSTOMER COMPLAINT PROCEDURES

         Correspondent will be responsible for the initial handling of all
Customer complaints. Any Customer who initiates a complaint with Penson will be
referred by Penson to Correspondent. If any such complaint is based upon an
alleged act or failure to act by Penson, Correspondent will notify Penson
promptly of such complaint and the basis therefor; and will consult with Penson;
and the parties will cooperate in determining the validity of such complaint and
the appropriate action to be taken.

16.      REMEDIES CUMULATIVE

         The enumeration herein of specific remedies shall not be exclusive of
any other remedies. Any delay or failure by any party to this Agreement to
exercise any right, power, remedy or privilege herein contained, or now or
hereafter existing under any applicable statute or law, shall not be construed
to be a waiver of such right, power, remedy or privilege, nor to limit the
exercise of such right, power, remedy or privilege, or shall it preclude the
further exercise thereof or the exercise of any other right, power, remedy or
privilege.

17.      GUARANTEE

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


                                     Page 16
<PAGE>   17

                                                    Proprietary and Confidential

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

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

19.      MISCELLANEOUS

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

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

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

         (d)      ASSIGNMENT. This Agreement shall be binding upon all
                  successors, assigns or transferees of both parties hereto,
                  irrespective of any change with regard to the name of or the
                  personnel of Correspondent or Penson. Any assignment of this
                  Agreement shall be subject to the requisite review and/or
                  approval of any regulatory or self-regulatory agency or body
                  whose review and/or approval must be obtained prior to the
                  effectiveness and validity of such assignment. No assignment
                  of this Agreement shall be valid unless the non-assigning
                  party, in its sole discretion consents to such an assignment
                  in writing. Neither this Agreement nor any operation hereunder
                  is intended to be, shall not be deemed to be, and shall not be
                  treated as a general or limited partnership, association or
                  joint venture or agency relationship between Correspondent and
                  Penson.


                                     Page 17
<PAGE>   18

                                                    Proprietary and Confidential

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

         (f)      CONSTRUCTION. The construction and effect of every provision
                  of this Agreement, the rights of the parties hereunder and any
                  questions arising out of the Agreement, shall be subject to
                  the statutory and common law of the state of Texas.

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

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

         (i)      ENTIRE AGREEMENT. This Agreement shall cover only the types of
                  services set forth herein and is in no way intended nor shall
                  it be construed to bestow upon Correspondent or Penson any
                  special treatment regarding any other arrangements, agreements
                  or understandings that presently exist between Correspondent
                  and Penson or that may hereinafter exist. Correspondent shall
                  be under no obligation whatsoever to deal with Penson or any
                  of its subsidiaries or any companies controlled directly or
                  indirectly by or affiliated with Penson, in any capacity other
                  than as set forth in this Agreement. Likewise, Penson shall be
                  under no obligation whatsoever to deal with Correspondent or
                  any of its affiliates in any capacity other than as set forth
                  in this Agreement.

         (j)      SEVERABILITY. If any provision or condition of this Agreement
                  shall be held to be invalid or unenforceable by any court, or
                  regulatory or self-regulatory agency or body, such invalidity
                  or unenforceability shall attach only to such provision or
                  condition. The validity of the remaining provisions and
                  conditions shall not be affected thereby and this Agreement
                  shall be carried out as if any such invalid or unenforceable
                  provision or condition were not contained herein.

         (k)      FORCE MAJEURE. In addition to any excuse provided by
                  applicable law, all parties hereto shall be excused for
                  liability for non-performance of this Agreement arising from
                  any event beyond any party's control, whether or not
                  foreseeable by


                                           Page 18
<PAGE>   19
                                                    Proprietary and Confidential

                  either party, including but not limited to, labor disturbance,
                  war, fire, accident, adverse weather, inability to secure
                  transportation, governmental act or regulation, inability to
                  obtain raw materials or other causes or events beyond either
                  party's control, whether or not similar to those enumerated
                  above.

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

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

                  Attention:       Daniel P. Son
                                   President
                                   Penson Financial Services, Inc.
                                   8080 N. Central, Suite 1010
                                   Dallas, Texas 75206

                  and Correspondent's address shall be:

                                   Mr. Mark Stryker
                                   CyBerBroker, Inc.
                                   1601 Rio Grande, Suite 440
                                   Austin, TX

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


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



                                           Page 19
<PAGE>   20


                  Correspondent to be notified promptly upon receipt of such
                  approval.



                                           Page 20
<PAGE>   21
                                                    Proprietary and Confidential

MADE AND EXECUTED AT DALLAS THIS 3RD DAY OF OCTOBER, 1997.

Penson:                            Penson Financial Services, Inc.

                              By:  /s/ DANIEL P. SON
                                   ----------------------------------
                                   Daniel P. Son, President
                                   8080 N. Central, Suite 1010
                                   Dallas, Texas 75206

CORRESPONDENT:

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


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


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

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


ENTITY:                            CYBERBROKER, INC.
                                   ----------------------------------
                                   [Name]


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


                              By:  /s/ MARK STRYKER
                                   ----------------------------------


                              Its: CHIEF OPERATING OFFICER
                                   ----------------------------------
                                   1601 RIO GRANDE
                                   ----------------------------------
                                   [Address]

                                   SUITE 440
                                   ----------------------------------
                                   AUSTIN, TX 78701
                                   ----------------------------------


                                    Page 21
<PAGE>   22

                                                    Proprietary and Confidential

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

INDIVIDUAL GUARANTOR(S):
                                   ----------------------------------
                                   [Signature]


                                   [Print name]

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


                                   ----------------------------------
                                   [Signature]


                                   ----------------------------------
                                   [Print name)


                                   ----------------------------------
                                   [Signature]


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


CORPORATE GUARANTOR:
                                   ----------------------------------
                                   [Name of Corporation]


                              By:
                                   ----------------------------------

                              Its:
                                   ----------------------------------

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

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

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


                                    Page 22
<PAGE>   23

                                                    Proprietary and Confidential

                                   SCHEDULE A
    TO CLEARING AGREEMENT BETWEEN PENSON FINANCIAL SERVICES, INC. ("PENSON")
                     AND CYBERBROKER, INC. ("CORRESPONDENT")



         This Schedule A shall be effective for transactions beginning October
3, 1997. The required clearing deposit of Correspondent as of the date of
adoption of this Schedule A pursuant to Section 9 of the Agreement shall be
$****. The parties hereto agree that Penson's charges for services to
Correspondent and/or Correspondent's Customers shall be as follows:


CUSTOMER TRANSACTIONS (RETAIL TICKETS)


<TABLE>
<S>                                          <C>
         Listed Equities                   $**** per ticket plus Floor Brokerage

                Floor Brokerage
                       NYSE non billable          $**** cents per share
                       NYSE billable              $**** cents per share

         Listed Bonds                        $**** per ticket plus $**** per bond

         Listed Options                      $**** plus Floor Brokerage

                Floor Brokerage
                              Contract price under $1           $**** per contract
                              Contract price $1 and over        $**** per contract

         OTC Equities - Agency               $**** per ticket

         OTC Equities - Principal            $**** per ticket

         Mutual Funds                        $**** per ticket
         (includes UITS)

         Municipal Bonds                     $**** per ticket

         OTC Corporate Bonds                 $**** per ticket

         U.S. Treasuries &
           Agencies                          $**** per ticket

         All Other Securities                $**** per ticket
</TABLE>




                                    Page 23
<PAGE>   24
Clearing charge reduction on customer trades (monthly count):


<TABLE>
<S>                                          <C>
         500-999 tickets                     $**** per ticket
         1,000-2,000 tickets                 $**** per ticket
         over 2,000 tickets                  $**** per ticket
</TABLE>


INVENTORY TRANSACTIONS (DEALER TICKETS)


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


ACTIVE DAY TRADING TRANSACTIONS:

Active day trading transactions (listed and OTC equity trades) will be charged
in accordance with the following schedule, plus floor brokerage, if applicable,
in accordance with the above floor brokerage rates:


<TABLE>
<S>                                                            <C>
                  1 - 75,000 tickets per month                 $**** per ticket
                  75,001 - 150,000 tickets per month           $**** per ticket
                  over 150,000 tickets per month               $**** per ticket
</TABLE>


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

         1. Total OTC shares for the month will be determined, with transactions
         in excess of 1,000 shares counting as only 1,000 share toward the
         total.

         2. Total OTC shares will be divided by 1,000, to determine adjusted OTC
         tickets.


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

****




                                    Page 24
<PAGE>   25
                                                                         [STAMP]



        ****


TRANSACTIONS OF SYNDICATE ORDERS THROUGH PENSON:

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

INTEREST REBATES:


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


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

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

ADDITIONAL CHARGES WILL BE BILLED AS FOLLOWS:

144 Sales:                          $35.00 surcharge

Accommodation Transfers:            $10.00 plus certificate fees

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

Cancels & Corrections:              $10.00 per confirmation

Certificate Charges:                At cost

Forms:                              Available at cost. No charge for new
                                    account, margin and option agreements.

Foreign Securities:                 Transfer fees and transaction fees passed
                                    through at cost.




                                    Page 25
<PAGE>   26
                                                                         [STAMP]


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

Legal Deposits:                     $10.00 per item

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

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

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

Reorg Items and Tenders:            $15.00 per item per account

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

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

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

Securities Purchase against
Non-Cleared Funds:                  Interest on balance

Taxpayer ID Penalties               At cost

Transfer Fees                       At cost

Wire Funds:                         $15.00







                                    Page 26
<PAGE>   27

                                                    Proprietary and Confidential

               AMENDMENT TO THE FULLY DISCLOSED CLEARING AGREEMENT
                                     BETWEEN
                         PENSON FINANCIAL SERVICES, INC.
                                       AND
                                CYBERBROKER, INC.
                             (NAME OF CORRESPONDENT)

This is an Amendment dated July 19, 1999, ("Amendment") to the Fully Disclosed
Clearing Agreement ("Agreement") between Penson Financial Services, Inc., a
division of Service Asset Management Company, a North Carolina corporation and
CyBer Broker, Inc. (Name of Correspondent)

                                   BACKGROUND

In light of recent amendments to NASD Rule 3230, revisions have been made to
certain provisions of the Agreement to incorporate the requirements of these
amendments.

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

4.       MAINTENANCE OF BOOKS AND RECORDS

         Penson will maintain stock records and other records on a basis
         consistent with generally accepted practices in the securities industry
         and will maintain copies of such records in accordance with the NASD
         and SEC guidelines for record retention in effect from time to time. AT
         THE TIME THIS AGREEMENT IS EXECUTED AND ANNUALLY THEREAFTER, PENSON
         WILL PROVIDE CORRESPONDENT WITH A LIST OR DESCRIPTION OF ALL EXCEPTION
         OR OTHER REPORTS THAT IT OFFERS TO CORRESPONDENT. ANNUALLY, PENSON WILL
         PROVIDE CORRESPONDENT WITH A LIST OF THOSE REPORTS REQUESTED BY OR
         SUPPLIED TO CORRESPONDENT AND WILL PROVIDE A COPY OF SUCH NOTICE TO
         CORRESPONDENT'S DEA. Penson and Correspondent shall each be responsible
         for preparing and filing the reports required by the governmental and
         regulatory agencies that have jurisdiction over each and Penson and
         Correspondent will provide the other with such information, if any,
         which is in the control of one party but is required by the other to
         prepare any such report.

5.       RECEIPT, DELIVERY AND SAFEGUARDING OF FUNDS AND SECURITIES

         (d) Draft-Issuing Authority. At its discretion Penson may authorize
         certain of Correspondent's employees to sign drafts as drawer payable
         to Correspondent's Customers in amounts and pursuant to conditions as
         may be determined by Penson from time to time. Correspondent agrees
         that it will not request Penson to authorize someone to sign drafts who
         is not an employee of Correspondent. CORRESPONDENT FURTHER AGREES THAT
         THIS AUTHORITY SHALL NOT BE GRANTED BY PENSON UNTIL CORRESPONDENT HAS
         NOTIFIED PENSON IN WRITING THAT IT HAS ESTABLISHED AND WILL MAINTAIN
         AND ENFORCE SUPERVISORY PROCEDURES WITH RESPECT TO THE ISSUANCE OF SUCH
         INSTRUMENTS. Correspondent agrees to fully indemnify Penson from the
         negligence, fraud, or mistakes of Correspondent or Correspondent's
         employees in connection with any draft issuing authority granted to
         them and Correspondent authorizes Penson to charge any Correspondent
         Account or any other assets of Correspondent held by Penson with the
         amount of any such losses. Notwithstanding Section 5(a), Penson will
         not be responsible for the safeguarding of funds withdrawn by
         Correspondent or Correspondent's employees pursuant to such draft
         issuing authority. Penson may withdraw this draft issuing privilege
         without notice at any time during the term of this Agreement.
         Notwithstanding anything herein to the contrary, Penson may at any


<PAGE>   28

                                                    Proprietary and Confidential

         time, at its sole discretion, despite any prior authorization, refuse
         payment on any draft for which Correspondent is drawer and Penson is
         payee.

15.      CUSTOMER COMPLAINT PROCEDURES

         Correspondent will be responsible for the initial handling of all
         Customer complaints. Any Customer who initiates a complaint with Penson
         will be referred by Penson to Correspondent. PENSON WILL FORWARD ANY
         COMPLAINTS RECEIVED TO CORRESPONDENT'S DESIGNATED EXAMINING AUTHORITY
         ("DEA"). PENSON WILL ALSO NOTIFY THE CUSTOMER IN WRITING THAT THE
         COMPLAINT WAS RECEIVED AND WAS FORWARDED TO CORRESPONDENT AND TO
         CORRESPONDENT'S DEA. If any such complaint is based upon an alleged act
         or failure to act by Penson, Correspondent will notify Penson promptly
         of such complaint and the basis therefor; and will consult with Penson;
         and the parties will cooperate in determining the validity of such
         complaint and the appropriate action to be taken.

Please note that these revisions supercede Sections 4, 5(d), and 15 reflected in
the original Agreement. All other terms and conditions of the Agreement remain
in full force and effect.

PENSON FINANCIAL SERVICES, INC.           CyBerBroker, Inc.
                                          ------------------------------------
                                          (Name of Correspondent)

By: /s/ PHILIP A. PENDERGRAFT             By: /s/ MARK K. STRYKER
    --------------------------------          --------------------------------

Printed Name: Philip A. Pendergraft       Printed Name: Mark K. Stryker
              ----------------------                    ----------------------

Title: EVP                                Title: CEO
       -----------------------------             -----------------------------

Date: 7/29/99                             Date: 7/27/99
      ------------------------------            ------------------------------