<PAGE>

                                                                    EXHIBIT 10.1

                             Co-operation Agreement

This Co-operation Agreement (hereinafter referred to as the "AGREEMENT") is made
by and between

Consors Discount-Broker AG (hereinafter referred to as "ConSors"), with its
principal place of business at Johannesgasse 20, 90402 Nurenberg, Germany

and

Web Street Securities, Inc. (hereinafter referred to as "Web Street"), with its
principal place of business at 510 Lake Cook Road - 4th Floor, Deerfield, IL
6001, U.S.A.

("ConSors" and "Web Street" are also hereinafter referred to as "PARTY/PARTIES",
as the context requires)

                                    RECITALS

WHEREAS Web Street is one of the premier On-line brokerage firms in the U.S.A.
with substantial experience and reputation and ConSors is one of the premier
On-line brokerage firms in Europe; and

WHEREAS ConSors wishes to offer its customers the facilities to trade U.S.
equities and options and Web Street has the technological and professional
skills to assist this wish; and

WHEREAS to that end, the PARTIES desire to grant each other appropriate rights
and to undertake appropriate obligations as set forth herein.

THEREFORE,  in  consideration  of the mutual  promises and  covenants  set forth
below, ConSors and Web Street agree as follows:

Article I - Definitions

1.1       TERRITORY

          "TERRITORY" shall mean Germany, France, Switzerland, Austria, Italy,
          Spain and Luxembourg.

1.2       ConSors CUSTOMER/S

          "ConSors CUSTOMER/S" refers to all individuals residing in the
          TERRITORY who have opened an account with Web Street.

1.3       MARGIN LOSS

          "MARGIN LOSS" shall mean any and all uncollected debits of ConSors
          CUSTOMERS.

1.4       Web Street MARKS
<PAGE>

          "Web Street MARKS" shall mean all intellectual property rights in the
          name Web Street and variations thereof, including but not limited to
          registered and unregistered Trademarks and the copyrightable
          expressions therein.

1.5       Web Street MATERIALS

          "Web Street MATERIALS" shall mean all forms, advertising and
          promotional materials of Web Street.

1.6       EFFECTIVE DATE

          "EFFECTIVE DATE" shall mean December 11, 1998.

1.7       EXPIRATION DATE

          "EXPIRATION DATE" shall mean January 31, 2003.

Article II - Brokerage Arrangement

2.1       ConSors will work jointly with Web Street in establishing a unique
          destination on ConSors' web site--ConSors-WebStreet.com--which will be
          a co-branded site including translations into German. The site design
          will be completed by ConSors, with final approval by Web Street; and
          the co-branded portion of the site will be housed with Web Street
          utilizing Web Street's servers.

2.2       ConSors will direct all of its customers desiring to trade U.S.
          equities or options through Web Street to Web Street, and, in turn,
          Web Street will notify its existing customers residing in the
          TERRITORY about the ConSors-WebStreet.com site and will inform all
          prospective customers residing in the TERRITORY about the option of
          opening a Web Street account via this site (e.g. by hyperlinking,
          e-mail, etc.).

2.3       The PARTIES will negotiate in good faith with respect to adding other
          countries to the TERRITORY.

Article III - Establishment of ConSors CUSTOMER Accounts

3.1       On or after the Effective Date, ConSors CUSTOMERS will procure and
          submit to Web Street Web Street's account application (with required
          signature(s)) and standard arbitration agreement and other paperwork
          customarily required of Web Street customers. ConSors CUSTOMERS will
          complete and submit to Web Street any other paperwork reasonably
          required by Web Street including, without limitation, I.R.S. Forms W-8
          and W-9 (where applicable), and other documentation which may be
          incidental to the foreign national status of a Web Street customer. It
          is understood that ConSors CUSTOMERS will not have trading authority
          until all documentation and paperwork required as set forth above has
          been satisfactorily completed and received by Web Street, in its sole
          discretion. For the avoidance of doubt, the Parties hereby confirm
          that the contractual relationship of ConSors CUSTOMERS trading
          equities, options and/or mutual funds (and other products/services
          from time to time offered by Web Street for trading) on U.S. markets
          under this Agreement will only be established through Web Street.

3.2       Web Street will promptly forward to ConSors a monthly list of all
          ConSors CUSTOMERS who opened a Web Street account.
<PAGE>

Article IV - Maintenance of ConSors CUSTOMER Accounts; Commission Allocation

          ConSors CUSTOMER Accounts will be maintained according to the
          following procedures and protocols:

4.1       For ConSors CUSTOMERS desiring to fund their accounts by depositing
          German funds directly to ConSors. ConSors will maintain an internal
          account with Web Street in U.S. dollars solely for the purpose of
          funding such ConSors CUSTOMER accounts. For such ConSors CUSTOMER
          accounts, ConSors will notify Web Street by e-mail or fax to debit
          ConSors' internal Web Street account and credit the ConSors CUSTOMER's
          account.

4.2       Orders for trades made by ConSors CUSTOMERS shall be placed in any
          manner available to other Web Street customers, i.e., on-line (via the
          Internet) or by telephone through a Web Street trader. Orders received
          outside market hours (being 9:30 a.m. to 4:00 p.m. Eastern U.S. time)
          will be placed at the opening or as near the opening of the applicable
          market as is practicable the next business day.

4.3       ConSors CUSTOMERS will have access to all Web Street services (subject
          to any technological limitations beyond Web Street's control),
          including stock quotes, research, news and portfolio management
          capabilities, as well as 24 hours/day, 7 days/week telephone access to
          custom service representatives (see Exhibit A for a listing of Web
          Streeter features and resources available as of the date hereof).

4.4       All charges for ConSors CUSTOMERS account activity shall be made
          according to the Web Street commission schedule as in effect from time
          to time. Web Street will provide reasonable advance notice to ConSors
          of any changes to the commission schedule. (The commission schedule in
          effect at the date hereof is attached as Exhibit B.)

4.5       All ConSors CUSTOMERS will have the benefit of the same insurance
          coverage for loss due to broker-dealer or clearing corporation error
          as other Web Street customers, including SIPC insurance up to an
          aggregate of $500,000 ($100,000 cash and $400,000 securities).
          Additional such coverage which applies to Web Street customers as of
          the date hereof is set forth in the attached Exhibit C.

4.6       ConSors CUSTOMERS will have the ability to purchase options and to
          purchase securities on margin according to the same terms and
          conditions as other Web Street customers, subject only to Clearing
          Firm requirements. The Clearing Firm will be responsible for the
          extension of credit under Regulation T of the Federal Reserve and NASD
          Article III, Section 30, Appendix A. All margin calls issued to
          ConSors CUSTOMERS shall be met within twenty-four (24) hours.

4.7       The PARTIES hereto agree that any MARGIN LOSS shall be borne by Web
          Street only.

4.8       All notices and other written materials required or permitted to be
          prepared and submitted by ConSors or ConSors CUSTOMERS shall include
          complete and accurate English language versions or translations, as
          applicable and otherwise as required under U.S. Securities laws and
          regulations. Translations of originally English language documents
          into German (including the Web Street web site) shall be ***. ConSors
          shall be responsible for all printing, advertising and other marketing
          costs and expenses in the TERRITORY and ConSors shall be responsible
          for any errors in any such translation and shall indemnify and defend
          Web Street for all losses, costs, damages, etc, incurred by Web Street
          and arising from any such errors.


*** This information is omitted pursuant to a confidential treatment request
    filed with the SEC.
<PAGE>

Article V - Clearing Functions

5.1       All clearing functions, including order tickets, time stamps,
          confirmations and statement generation shall be conducted by the
          Clearing Firm or such other clearing operation (including Web Street,
          should it become self-clearing) as Web Street may in its sole
          discretion designate.

5.2       Web Street will promptly forward to ConSors weekly Clearing Firm
          reports relating to transactions involving ConSors CUSTOMERS.

5.3       Web Street will promptly forward all confirmations to ConSors
          CUSTOMERS and will promptly forward to ConSors all monthly statements
          for ConSors CUSTOMERS accounts with activity and quarterly statements
          for all such accounts.

5.4       The Clearing Firm will be the "direct inquirer" for ConSors CUSTOMERS
          under Rule l7f-1 (Lost and Stolen Securities) as promulgated by the
          SEC under the Act.

5.5       The Clearing Firm shall be responsible for actions required in
          connection with dividends, interest, redemptions, tenders, exchanges
          or warrant offers for all ConSors CUSTOMER accounts.

5.6       It is understood and agreed that all transactions conducted pursuant
          to this AGREEMENT will take place and be denominated in U.S. currency.
          Web Street shall not have any responsibility for currency losses
          incurred by ConSors or any ConSors CUSTOMER resulting from the
          repatriation of funds to the Territory or for any other reason.

5.7       Other than in the case of Web Street becoming self-clearing, ConSors
          waives any claim it may have against Web Street, its officers,
          directors, shareholders, employees, agents, successors in interest and
          legal representatives for loss or damage resulting from any Clearing
          Firm errors or omissions; provided that such claim does not arise
          solely by reason of the negligence of Web Street, and provided that

 .         Web Street agrees to devote its best efforts to resolving all issues
          with the Clearing Firm (including market makers) to the satisfaction
          of the ConSors CUSTOMER, and

 .         Web Street cooperates in any legal action taken by ConSors CUSTOMERS
          against the Clearing Firm resulting from any clearing company errors
          or omissions, and

 .         Web Street assigns all claims it may have against the clearing company
          for such errors and omissions to the ConSors CUSTOMERS affected by the
          error or omission.

Article VI - Responsibilities of the PARTIES

6.1       ConSors will forward to Web Street all completed new account
          documentation (including new account agreements, margin agreements,
          option agreements, and Forms W-8 and W-9 (where applicable) which have
          been submitted to ConSors or ConSors CUSTOMERS.

6.2       ConSors will provide Web Street copies of any complaints received by
          ConSors that relate to the Clearing Firm or Web Street within
          twenty-four hours after receipt.

6.3       Web Street will answer or seek diligently to obtain answers and to
          comply with ConSors CUSTOMER complaints related to the Clearing Firm
          or Web Street.

6.4       ConSors will furnish its customers with the required prospectus, when
          applicable, including supplements, amendments, option prospectus and
          disclosure documents, and when making sales of underwriting securities
          shall comply with all NASD rules.
<PAGE>

6.5       Web Street acknowledges and agrees that ConSors will have no
          responsibility for any customer losses and damages attributable to Web
          Street system failures or outages. ConSors will notify Web Street
          promptly of claims against ConSors arising out of such system failures
          or outages and Web Street will indemnify ConSors against any payments
          required to be made to the claimant and all liabilities, costs and
          expenses incurred by ConSors in the course of the defense and
          settlement of such claim.

ARTICLE VII - Remuneration

7.1       For the obligations of ConSors as set forth herein, ConSors shall
          receive a remuneration in the amount as agreed upon in the attached
          Exhibit D.

ARTICLE VIII - Marketing

Web Street hereby grants a royalty-free license to ConSors to use, reproduces
and display the Web Street MARKS, as follows:

8.1       The grant of license shall be co-terminous with the term of this
          AGREEMENT.

8.2       The grant of license shall be non-exclusive regarding the use of the
          Web Street MARKS by Web Street in the TERRITORY. No use of the Web
          Street MARKS in the TERRITORY by other licensees than ConSors is
          contemplated or agreed to. ConSors agrees not to use the Web Street
          MARKS outside the TERRITORY. The possibility to access ConSors' web
          site or the co-branded web site--ConSors-WebStreet.com--outside the
          TERRITORY shall not be considered as a use of the Web Street MARKS by
          ConSors outside the TERRITORY.

8.3       Included in the grant of license herein is the right to use Web Street
          MATERIALS in the TERRITORY.

8.4       ConSors will provide and be responsible for all translations into
          German (or any other language indigenous to a country or part thereof
          within the TERRITORY) of Web Street MATERIALS. ConSors will provide
          Web Street with copies of all Web Street MATERIALS used by ConSors;
          and ConSors will obtain Web Street's advance written approval of
          ConSors' uses of any Web Street Mark and/or Web Street MATERIALS.
          ConSors shall indemnify Web Street for any liability, claims,
          obligations, suits, causes of actions, and expenses, including but not
          limited to reasonable legal fees, arising directly or indirectly from
          or in connection with errors in translations of Web Street MATERIALS.
          Vice versa Web Street shall indemnify ConSors for any liability,
          claims, obligations, suits, causes of actions, and the like brought
          forward against ConSors, same as expenses, including but not limited
          to reasonable legal fees, arising directly or indirectly from or in
          connection with the use of any Web Street MARK and or Web Street
          MATERIALS in the Territory.

Article IX - Governing Law and Arbitration

9.1       The AGREEMENT shall be governed by and construed in accordance with
          the laws of Switzerland.

9.2       Whenever a controversy should arise between the PARTIES arising out of
          or relating to the AGREEMENT, including but not limited to the
          conclusion, construction, application, interpretation or termination
          of the AGREEMENT and the rights and obligations of the PARTIES
          deriving therefrom, the PARTIES shall apply their best endeavors to
          settle such controversy in an amicable manner.
<PAGE>

9.3       In the event the PARTIES should be unable to reach a mutual
          understanding on any controversy within a period of 60 (sixty) days
          from the date of written invitation by either PARTY to enter into
          discussions on a particular issue, the PARTIES agree that any dispute
          arising out of or in connection with this AGREEMENT, including any
          question regarding its existence, validity or termination, shall be
          referred to and finally resolved by arbitration under the London Court
          of International Arbitration Rules, which Rules are deemed to be
          incorporated by reference into this clause. The number of arbitrators
          shall be one or three as reasonably determined by the London Court of
          International Arbitration. The seat, or legal place, of arbitration
          shall be London, England. The language to be used in the arbitral
          proceedings shall be English. With respect to the provisions of
          Sections 10.2 and 10.3, the 60 (sixty) days provided for in this
          Section 9.3 above may be bypassed in the event of the assertion by
          either party of a "substantial breach" or "exceptional circumstances",
          but the arbitration procedure itself may not be avoided by virtue of
          such an assertion. Each PARTY shall, in any event, have a reasonable
          period of time within which to cure any violation or alleged violation
          of this AGREEMENT after receiving notice thereof from the other PARTY.

Article X - Term and Termination

10.1      The AGREEMENT shall become effective on the EFFECTIVE DATE and shall
          continue in full force and effect until the EXPIRATION DATE unless
          terminated as specified below. It is understood and agreed that the
          AGREEMENT shall expire automatically on this EXPIRATION DATE.

10.2      Subject to the terms of Section 9.3 hereof, each PARTY may terminate
          the AGREEMENT with immediate effect, by notice given in writing by
          means of communications ensuring evidence and date of receipt (e.g.
          registered mail with return receipt, special courier), in case of a
          substantial breach by the other PARTY of the obligations arising out
          of the AGREEMENT, or in case of exceptional circumstances justifying
          the termination. The PARTIES each covenant and agree that any
          assertion of "substantial breach" or "exceptional circumstances" will
          be made only after diligent review of the circumstances involved, and
          in good faith.

10.3      Any failure by a PARTY to carry out all or part of its obligations
          under the AGREEMENT resulting in such detriment to the other PARTY as
          to substantially deprive such other PARTY of what it is entitled to
          expect under the AGREEMENT, shall be considered as a substantial
          breach for the purpose of Article 10.2, above. Circumstances in which
          it would be unreasonable to require the terminating PARTY to continue
          to be bound by the AGREEMENT shall be considered as exceptional
          circumstances for the purpose of Article 10.2, above.

10.4      Furthermore, the PARTIES agree that the following situations, in
          particular but not limited hereto, shall be considered as exceptional
          circumstances that justify the termination by the other PARTY as set
          forth in Article 10.2 above: bankruptcy, moratorium, receivership, or
          liquidation that is not stayed by order of court within 60 (sixty)
          days.

Article XI - Effect of Expiration or Termination

11.1      In the event of expiration or termination of the AGREEMENT in
          accordance with Article X, the PARTIES will assist each other and the
          Clearing Firm in making an orderly transition. The PARTIES shall pay
          all amounts owed to the other or to the Clearing Firm.

11.2      The expiration or termination of the AGREEMENT shall not affect Web
          Street's ongoing obligation to pay the consideration as agreed upon
          herein and in Exhibit D for ConSors CUSTOMERS who open a Web Street
          account during the term of the AGREEMENT as long as, and for as long
          as, ConSors continues to provide customer service to such CUSTOMERS at
          a level equivalent to that which is provided during the term of this
          AGREEMENT.
<PAGE>

11.3      Promptly following expiration or termination of the AGREEMENT the
          PARTIES shall cease and thereafter refrain from using the internet
          domains ConSors-WebStreet.com, Webstreet-Consors.com,
          Webstreet-Consors.de and ConSors-Webstreet.de.

Article XII - Miscellaneous

12.1      Binding Effect: This AGREEMENT shall be binding upon and inure to the
          benefit of the PARTIES hereto, their legal representatives, successors
          in interest and permitted assigns.

12.2      Assignment: Because of the personal nature of the performance
          hereunder, the PARTIES agree that the rights, obligations, and
          performances required hereunder shall not be transferred or assigned
          without the express written consent of the PARTIES hereto.

12.3      Notices: All notices required or permitted under this AGREEMENT shall
          be in writing and personally delivered or sent by facsimile
          transmission as follows:

            If to Web Street at:      c/o Stuart A. Cohn
                                      Web Street Securities, Inc.
                                      510 Lake Cook Road - 4th Floor
                                      Deerfield, IL  60015
                                      Facsimile  (847) 267-9295

            If to ConSors at:         c/o Achim Feige
                                      ConSors
                                      Johannesgasse 20
                                      90402 Nurnberg
                                      Germany
                                      Facsimile:  (09 11) 24 70 209

          or such other address as either PARTY may from time to time designate
          to the other by notice duly given.

12.4      Survival: The provisions of the AGREEMENT which by their sense and
          context are meant to survive expiration or termination of the
          AGREEMENT, including without limitation Articles 4.7, 4.8, 5.2, 5.7,
          6.3, 6.5, 7.1, 8.4, 11.2 and 11.3 and this provision shall so survive.

12.5      Entire AGREEMENT; Amendment: This AGREEMENT contains the entire
          understanding of the PARTIES, and supercedes any prior agreements or
          understandings, with respect to the transactions contemplated by this
          AGREEMENT. This AGREEMENT may be amended only with the express written
          consent of the PARTIES hereto. This shall equally apply to any change
          or amendment of this provision.

12.6      Partial Invalidity. In the event any part or parts of this AGREEMENT
          are found to be invalid, illegal or unenforceable in any respect, it
          is the intent of the PARTIES that a court so finding shall revise or
          modify the provisions hereof found to be invalid, illegal or
          unenforceable, and the remaining provisions hereof shall nevertheless
          be valid and binding with the same force and effect as if the invalid,
          illegal or unenforceable part or parts were originally deleted.

12.7      Waivers. Any term or provision of this AGREEMENT may be waived, or the
          time for its performance may be extended, by the PARTY or PARTIES
          entitled to the benefit thereof. The failure of any PARTY hereto to
          enforce at any time any provision of this AGREEMENT shall not be
          construed to be a waiver of such
<PAGE>

          provision, nor in any way to affect the validity of this AGREEMENT or
          any part hereof or the right of any PARTY thereafter to enforce each
          and every such provision. No waiver of any breach of this AGREEMENT
          shall be held to constitute a waiver of any other or subsequent
          breach.

12.8      Expenses: Each PARTY hereto will pay all of its own costs and expenses
          incident to its negotiation and preparation of this AGREEMENT and to
          its performance and compliance with all agreements and conditions
          contained herein on its part to be performed or complied with,
          including the fees, expenses and disbursements of its counsel and
          accountants.

12.9      Multiple Counterparts: This AGREEMENT may be signed in two or more
          counterparts, each of which shall be deemed an original hereof, and
          all of which taken together shall be considered one and the same
          instrument.

12.10     NO Authority to Bind: Neither Web Street nor ConSors shall have the
          authority to bind the other, other than as expressly provided for
          herein.

          If the foregoing accurately reflects the agreement and understanding
          of the PARTIES, please so indicate by signing below.

Nuremberg, 01/17/2000                           Deerfield, IL,______________
------------------------------                  For Web Street Securities, Inc.
For ConSors Discount-Broker AG


/s/ Achim Feige                                  /s/ Joseph J. Fox
------------------------------                  ------------------------------
Achim Feige                                     Name: Joseph J. Fox
Managing Director                               Position: President
<PAGE>

                                    EXHIBIT A

                           Web Street Securities, Inc.

                                    Features

|_|A real-time trading pit to monitor stocks, options and mutual funds and check
                             balances and positions;
                                       |_|
       |_|Instantaneous (6 - 10 seconds) executions on most market orders;
                                       |_|
                  |_|Online "pop-up" and mailed confirmations;
                                       |_|
                        |_|Flat $14.95 per online trade;
                                       |_|
 |_|Free online trades of 1,000 or more NASDAQ shares of more than $2 per share;
                                       |_|
 |_|Free (not real-time) monitoring of 10 separate Watchlists of up to 10
     positions each;
                                       |_|
|_|FREE Baseline company profiles that include company histories,  market trends
and individual stock movements;
                                       |_|
                  |_|FREE Real Time balances and positions; and
                                       |_|
                |_|Optional Live Self Updating Real Time Quotes.
<PAGE>

EXHIBIT B

WEB STREET SECURITIES, Inc.

Commission Schedule
--------------------------------------------------------------------------------
TRADES EXECUTED VIA THE INTERNET
--------------------------------------------------------------------------------
Any listed stock trade, any size                            $14.95
--------------------------------------------------------------------------------
NASDAQ Stock Trade under 1,000 shares                       $14.95
--------------------------------------------------------------------------------
NASDAQ Stock Trades 1,000 shares or more*                   FREE
--------------------------------------------------------------------------------
Equity and Index Options                                    $14.95 plus
                                                            $1.75 per contact
--------------------------------------------------------------------------------
Mutual Funds Transaction                                    $25.00
--------------------------------------------------------------------------------
*On stocks trading over $2.00 per share.  For stocks trading $2.00 and under per
share, $14.95.
--------------------------------------------------------------------------------
TRADES EXECUTED VIA A LIVE REPRESENTATIVE
--------------------------------------------------------------------------------
Any listed stock trade, any size                            $24.95
--------------------------------------------------------------------------------
NASDAQ Stock Trade under 1,000 shares **                    $24.95
--------------------------------------------------------------------------------
NASDAQ Stock Trades 1,000 shares** or more                  $24.95
--------------------------------------------------------------------------------
Equity and Index Options                                    $24.95 plus
                                                            $1.75 per contract
--------------------------------------------------------------------------------
Mutual Funds Transaction                                    $25.00
--------------------------------------------------------------------------------
Bonds - government, municipals, corporate                   Contact a Web Street
                                                            Account Executive
                                                            for pricing
--------------------------------------------------------------------------------
**On stocks trading over $2.00 per share. For stocks trading $2.00 and under per
share, $24.95 plus one cent per share.
--------------------------------------------------------------------------------
MARGIN RATES
--------------------------------------------------------------------------------
0 - 4,999                                                   2% above broker call
--------------------------------------------------------------------------------
5,000 - 9,999                                               1 3/4% above  broker
                                                            call
--------------------------------------------------------------------------------
10,000 - 14,999                                             1 1/2% above  broker
                                                            call
--------------------------------------------------------------------------------
15,000 - 19,999                                             1 1/4% above  broker
                                                            call
--------------------------------------------------------------------------------
20,000 - 24,999                                             1% above broker call
--------------------------------------------------------------------------------
25,000 and higher                                           3/4%  above   broker
                                                            call*
--------------------------------------------------------------------------------
Broker call as quoted in Wall Street Journal
--------------------------------------------------------------------------------
                        *over $100,000 rate is negotiable

CURRENT AS OF 1.12.00 - SUBJECT TO CHANGE
<PAGE>

                                    EXHIBIT C

                           Web Street Securities, Inc.

                               Insurance Coverage

     Web Street is a member of SIPC (Securities Investor's Protection
Corporation). SIPC insures the first $500,000 of each customer account ($100,000
cash; $400,000 securities). Individual accounts are additionally protected by
Web Street Securities, currently through coverage provided by Asset Guaranty
Corporation, up to $99.5 million.
<PAGE>

EXHIBIT D

                           WEB Street Securities, Inc.

Ticket Charges - Web Street currently pays to U.S. Clearing a charge of US $8.50
for the clearing of any size equity transaction. This includes both market and
limit orders. Web Street currently pays to U.S. Clearing a charge of US $8.50
plus an additional US $1.25 contract for all options transactions.

Transaction Revenues - Web Street charges US $14.95 commission on all equity
transactions. Web Street charges no commission on NASDAQ trades of 1,000 or more
if the stock is priced over US $2.00. Both market and limit orders. Web Street
charges US $14.95 plus US $1.75 per contract on option trades.

Order Flow Rebates - Web Street currently receives the following rebates on
NASDAQ stock trades (which rebates may from time to time change as a result of
market conditions):

     US $0.25 per share on NASDAQ stock priced over US $2.00. US $.01 per share
     on NASDAQ stock priced US $1.01 to US $2.00.

Consideration - ConSors will receive a consideration for the performance of the
obligation of this AGREEMENT in the amount of *** of the sum consisting of both:

     Total Transaction Revenues plus then applicable Order Flow Rebates less
     Ticket Charges;

and

     Net interest income earned on all Web Street-ConSors accounts from margin
     balances as well as free credit balances, and net interest income earned on
     money market account balances.

The consideration shall be paid to an account identified by ConSors, no later
than the 15th calendar day following the close of the "trading month." The
"trading month" ends on the Tuesday preceding the last Friday of each calendar
month.


*** This information is omitted pursuant to a confidential treatment request
    filed with the SEC.