[BEAR STEARNS LETTERHEAD]



December 28, 1998


Empire Financial Group Inc.
2170 State Road 434 W # 124
Longwood, FL 32779

           RE:      AGREEMENT FOR SECURITIES CLEARANCE SERVICES
                    -------------------------------------------
Gentlemen:

         This Agreement sets forth the terms and conditions under which Bear,
Stearns Securities Corp. ("Bear Stearns Securities") will act as your clearing
broker to clear and carry on a fully disclosed basis, your customer margin and
cash accounts, and your proprietary accounts, and you will become a
correspondent of Bear Stearns Securities.

         1. (a) Bear Stearns Securities will carry such of your customer
accounts as will be mutually agreed by the parties hereto: These accounts are
hereinafter called the "Accounts" and the legal and beneficial owners thereof
are hereinafter called the "Customers".

         (b) For the purposes of the Securities Investor Protection Act and the
financial responsibility rules of the Securities and Exchange Commission,
Customers shall be deemed to be Customers of Bear Stearns Securities, as your
clearing agent.

         2. (a) You shall have sole discretion to determine the amount of
commission charged to your Customers' accounts cleared by Bear Stearns
Securities. You agree to pay Bear Stearns Securities for its services pursuant
to this Agreement, on each order executed on your behalf on a national stock
exchange or over-the-counter, such amounts as set forth in Schedule A hereto.

         (b) Bear Stearns Securities agrees to pay to you monthly such
commissions received by Bear Stearns Securities less any amounts due to Bear
Stearns Securities under this Agreement or otherwise and any expenses or other
sums to third parties paid on your behalf by Bear Stearns Securities.

         3. Bear Stearns Securities agrees to notify your Customers in writing
concerning the respective obligations of the parties hereto pursuant to
paragraphs 4-14 of this Agreement and any other Customer related
responsibilities of the parties to this Agreement.

         4. (a) You agree to supply Bear Stearns Securities with copies of all
financial information and reports filed by you with the New York Stock Exchange,
Inc. (if a member), the National Association of Securities Dealers, Inc., the
Securities and Exchange Commission, and


<PAGE>

any other National Securities Exchange (where a member) (including but not
otherwise limited to monthly and quarterly Financial and Operational Combined
Uniform Single Reports i.e., "FOCUS" Reports) simultaneously with the filing
thereof. You shall submit to Bear Stearns Securities on a monthly basis or, if
so requested by Bear Stearns Securities, at more frequent intervals, information
and reports relating to your financial integrity, including but not otherwise
limited to information regarding your aggregate indebtedness ratio and net
capital.

         (b) You agree to supply Bear Stearns Securities with copies of all
amendments, modifications and disclosures regarding your Form BD filed by you
with the National Association of Securities Dealers, Inc. simultaneously with
the filing thereof.

         5. You will be responsible to Bear Stearns Securities for: (a) all
payments required so that all Accounts, cash and margin, shall be at all times
in compliance with Regulation T, as amended, promulgated by the Board of
Governors of the Federal Reserve Board, (b) maintaining margin in each margin
Account to the satisfaction of Bear Stearns Securities, (c) the payment of any
unsecured debt balance in an Account, (d) until funds are credited to Bear
Stearns Securities, all payment to Bear Stearns Securities on checks received by
it in connection with your Accounts, (e) payment and delivery of "when issued"
transactions in the Accounts, and (f) the delivery by Customers of securities in
good delivery form under all applicable rules and practices. Bear Stearns
Securities has sole discretion to execute buy-ins or sell-outs in any cash or
margin Account whenever it determines such action appropriate regardless whether
the Account complies with applicable margin maintenance requirements or has
requested extension of time in which to make payment. Any request by you that
Bear Stearns Securities should waive either buying-in or selling-out an Account
must be in writing signed by an officer, partner or principal of your firm and
you agree that if Bear Stearns Securities accedes to your request that you will
indemnify and hold Bear Stearns Securities, its controlling persons, successors
and assigns (such persons being the "Indemnified Parties") harmless against any
loss, liability, damage, claim, cost or expense (including but not limited to
fees and expenses of legal counsel) arising therefrom. Bear Stearns Securities
shall have sole discretion as to any application for an extension of time for
any Account to make any payment required by Regulation T.

         6. (a) Bear Stearns Securities may, at its discretion, either buy
back in the "cash" market or borrow the day you are notified of option
assignments affecting shares which have been tendered and cause short positions
in your Accounts as of either the proration or withdrawal date. Shares purchased
for cash or borrowed will not be considered part of an Account's tendered
position until such shares are in Bear Stearns Securities' actual possession.
Bear Stearns Securities will reduce the tender for your firm accounts and the
Accounts by the size of the short or unreceived shares.

         (b) During a tender period in which there are competing and counter
tender offers for a security, Bear Stearns Securities will tender only on a
trade date basis the number of the shares net long in your firm account and the
Accounts as of either the proration or withdrawal date.

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<PAGE>

         7. For each trade executed you agree to supply to Bear Stearns
Securities on trade date all the information necessary to complete an order
ticket. You further agree to comply with Bear Stearns Securities' procedures
concerning your obligation to provide timely notification of any omission of, or
error in, any detail of a trade or any discrepancy between the floor broker's
ticket and your order ticket as transmitted to us by you with regard to any
detail of a trade (collectively, 'Trade Discrepancies"). For purposes of this
paragraph, "Timely notification" shall mean notification provided on trade date,
whenever possible, but in any event by (and in no event later than) such time so
as to afford Bear Stearns Securities a reasonable opportunity to resolve such
trade discrepancy on your behalf prior to comparison of such trade. You hereby
agree to indemnify and hold Bear Stearns Securities and the Indemnified Parties
harmless from and against, and pay immediately upon demand, any loss, liability,
damage, claim, cost or expense (including but not limited to fees and expenses
of legal counsel) arising out of or in connection with such Trade Discrepancies
or as a result of any investigation conducted in connection with such Trade
Discrepancies or in the defense or settlement of any action or proceeding
brought by any regulatory or self-regulatory organization arising out of or in
connection with such Trade Discrepancies.

         8. (a) For each account you agree to supply to Bear Stearns
Securities a new account report on such forms as Bear Stearns Securities will
supply you and to supply any other documentation and information which Bear
Stearns Securities may, in its sole discretion, request you to obtain from the
Customer. Bear Stearns Securities agrees to provide you with copies of its
Customer Agreement and such other agreements and forms necessary to enable you
to document each Account.

         (b) Bear Stearns reserves the right to negotiate the terms of its
Customer Agreement and other agreements required to be executed by the
Customers. All changes reflected in writing on the Customer Agreement and other
agreements shall be deemed accepted by you if not objected to promptly upon your
receipt of your copy thereof which should be provided to you by each Customer.

         (c) In the event requested documentation or information is not promptly
received by Bear Stearns Securities, Bear Stearns Securities has the right to
refuse to accept orders for such Account, to close the Account and to withhold
your commissions and assess upon you any other penalties it sees fit.

         9. Unless otherwise agreed to in writing by Bear Stearns Securities,
Bear Stearns Securities shall issue confirmations, statements and notices
directly to your Customers on Bear Stearns Securities' forms for such purpose
which shall bear the following: Transactions cleared through Bear Stearns
Securities Corp., a wholly owned guaranteed subsidiary of Bear Stearns & Co.
Inc. and will send you duplicate confirmations, statements and notices.

         10. You agree that before you commence any trading in options for any
Account you will have a Senior Registered Options Principal registered with
either the American Stock Exchange, Inc. or the National Association of
Securities Dealers, Inc.


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<PAGE>

         11. (a) This Agreement and all transactions in the Accounts, will be
subject to the applicable Constitution, Rules, By-Laws, Regulations and customs
of any securities market, association, exchange or clearing house where such
transactions are effected or of which Bear Stearns Securities is a member, and
also to all applicable U. S.
Federal and state laws and regulations. All of the foregoing are hereinafter
called the "Applicable Rules".

         (b) Except as otherwise specified in this Agreement you are solely
responsible for the conduct of the Accounts, and ensuring that the transactions
conducted therein are in compliance with the Applicable Rules. Such
responsibility includes, but is not limited to: (i) using due diligence to learn
and on a continuing basis to know the essential facts of each Customer,
including verifying the address changes of each Customer, knowing all persons
holding power of attorney over any Account, being familiar with each order in
any Account and at all times to fully comply with Rule 405 of the New York Stock
Exchange, Inc., and any interpretations thereof, and all similar Applicable
Rules; (ii) selecting, investigating, training, and supervising all personnel
who open, approve or authorize transactions in the Accounts; (iii) establishing
written procedures for the conduct of the Accounts and ongoing review of all
transactions in Accounts, and maintaining compliance and supervisory personnel
adequate to implement such procedures; (iv) determining the suitability of all
transactions, including option transactions; (v) ensuring that there is a
reasonable basis for all recommendations made to Customers; (vi) determining the
appropriateness of the frequency of trading in Accounts; (vii) determining the
authorization and legality of each transaction in the Account; and (viii)
obtaining and maintaining all documents necessary for the performance of your
responsibilities under this Agreement and retaining such documents in accordance
with all the Applicable Rules.

         (c) You will be responsible for responding to all your Customer
inquiries and complaints and you agree to promptly notify Bear Stearns
Securities in writing of complaints concerning Bear Stearns Securities.

         (d) You hereby agree to indemnify and hold Bear Stearns Securities and
the Indemnified Parties harmless against any loss, liability, damage, claim,
cost or expense (including but not limited to fees and expenses of legal
counsel) caused by you directly or indirectly as a result of your breach of any
of the terms hereof. You hereby agree and warrant that you will maintain
appropriate brokers blanket bond insurance policies covering any and all acts of
your employees, agents and partners adequate to fully protect and indemnify Bear
Stearns Securities and the Indemnified Parties against any loss, liability,
damage, claim, cost or expense (including but not limited to fees and expenses
of legal counsel) which Bear Stearns Securities and the Indemnified Parties may
suffer or incur, directly or indirectly, as a result of any act of your
employees, agents or partners. This policy shall be obtained by an insurance
broker of Bear Stearns Securities' choosing. Coverage shall be in an amount
agreed by the parties, but in no event shall it be less than $1,000,000 per
occurrence. Further this insurance shall remain in effect while Bear Stearns
Securities acts as your clearance agent and will include coverage for any claims
discovered or made within 90 days following the termination of any such clearing
relationship. You further agree that if such a 90 day discovery feature is
exercisable at your option you hereby agree, in advance, to exercise such
option.


                                       4
<PAGE>

         12. Bear Stearns Securities, in the performance of its role as
creditor pursuant to paragraph 14 of this Agreement, has the right, exercisable
in its sole discretion, to restrict trading in the Accounts or in your
proprietary or market making accounts to liquidating orders only or cash
transactions only, or to prohibit certain trading strategies or trading of
certain types of securities.

         13. Bear Stearns Securities, unless otherwise agreed, will supply you
on each business day with copies of customer confirmations, margin status
reports, money line and a daily commission detail report. Unless you notify Bear
Stearns Securities within a reasonable time of all mistakes or discrepancies in
the above described reports and information, Bear Stearns Securities shall be
entitled to consider all the information supplied to you as correct.

         14. Bear Stearns Securities agrees to:

         (a) monitor and require your Customers to (i) make prompt payment for
purchases of securities, interest and other charges, (ii) deliver securities
sold and loaned, (iii) maintain money and securities in each Account as required
by the Applicable Rules, and to comply with any additional requirements as Bear
Stearns Securities as clearing broker, in its sole discretion, may require, upon
reasonable notice to you and your Customers;

         (b) advise you of the necessity for buying in or selling out positions
in Accounts for failure to comply with payment or delivery requirements and Bear
Stearns Securities shall have the night in its discretion to execute buy-ins or
sell-outs if you decline or fail to act;

         (c) arrange the extension of credit for margin purchases in Accounts in
accordance with the Applicable Rules, and with Bear Stearns Securities' own
additional requirements;

         (d) transfer securities to and from accounts;

         (e) provide custody, safekeeping and segregation of money and
securities of Customers carried by Bear Stearns Securities;

         (f) arrange for the receipt and delivery of securities in exchange and
tender offers, rights and warrants offerings, redemptions and other similar type
transactions;

         (g) maintain all books and records as are required by the Applicable
Rules governing brokers having custody of money and securities in the Accounts;
and

         (h) notify you promptly in writing of complaints concerning you, your
employees or your agents.

         15. Errors, misunderstandings or controversies, except those
specifically otherwise covered in this Agreement, between the Accounts and you
or any of your employees which shall arise out of your acts or omissions
(including, without limiting the foregoing, your failure to

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<PAGE>

deliver promptly to Bear Stearns Securities any instructions received by you
from an Account with respect to the voting, tender or exchange of shares held in
such Account) shall be your sole and exclusive responsibility. In the event
that, by reason of such error, misunderstanding or controversy, you in your
discretion deem it advisable to commence an action or proceeding against an
Account, you shall indemnify and hold Bear Stearns Securities and the
Indemnified Parties harmless from any loss, liability, damage, claim, cost or
expense (including but not limited to fees and expenses of legal counsel) which
Bear Stearns Securities or the Indemnified Parties may incur or sustain directly
or indirectly in connection therewith or under any settlement thereof. If such
error, misunderstanding or controversy shall result in the bringing of any
action or proceeding against Bear Stearns Securities or the Indemnified Parties,
you shall indemnify and hold Bear Stearns Securities and the Indemnified Parties
harmless from any loss, liability, damage, claim, cost or expense (including but
not limited to fees and expenses of legal counsel) which Bear Stearns Securities
or the Indemnified Parties may incur or sustain directly or indirectly in
connection therewith or under any settlement thereof.

         16. Bear Stearns Securities agrees to indemnify and hold you harmless
and you agree to indemnify Bear Stearns Securities and the Indemnified Parties
and hold them harmless from and against any loss, liability, damage, claim, cost
or expense (including but not limited to fees and expenses of legal counsel)
arising out of or resulting from any failure by the indemnifying party or any of
its employees to carry out fully the duties and responsibilities assigned to
such herein or any breach of any representation, warranty or covenant herein by
such party under this Agreement. You hereby agree to indemnify and hold Bear
Stearns Securities and the Indemnified Parties harmless from and against any
loss, liability, damage, claim, cost or expense (including but not limited to
fees and expenses of legal counsel) sustained or incurred in connection herewith
in the event any Account fails to meet any initial margin call or maintenance
call.

         17. You represent, warrant and covenant to Bear Stearns Securities as
follows:

                  (i) You will maintain at all times while this agreement is in
full force and effect net capital equal to the greater of the amount required by
the SEC net capital rules applicable to a correspondent introducing broker or
$150,000 unless Bear Stearns Securities has otherwise agreed in writing. You
will immediately notify Bear Stearns Securities when (1) your Aggregate
Indebtedness Ratio reaches or exceeds 10 to 1 or (2) if you have elected to
operate under paragraph (a)(1)(ii) of Rule 15c3-1 of the Securities Exchange Act
of 1934, as amended, when your net capital is less than the greater of $150,000
or 5% of aggregate debit items computed in accordance with Rule 15c3-3.

                  (ii) You are a member in good standing of the National
Association of Securities Dealers, Inc., or if you have applied for membership
of the National Association of Securities Dealers, Inc. you agree to furnish
Bear Stearns Securities upon your receipt thereof, with the National Association
of Securities Dealers, Inc.'s notification to you concerning the result of your
membership application and if your membership application is refused for any
reason whatsoever, Bear Stearns Securities has the right to forthwith terminate
this agreement. You are a member in good standing of every national securities
exchange or other securities
                                       6
<PAGE>

association of which you are a member and you agree to promptly notify Bear
Stearns Securities of any additional exchange memberships or affiliations. You
shall also comply with whatever non-member access rules have been promulgated by
any national securities exchange or any other securities exchange of which you
are not a member.

                  (iii) You are and during the term of this Agreement will
remain duly registered or licensed and in good standing as a broker/dealer under
the Applicable Rules.

                  (iv) You have all the requisite authority in conformity with
all Applicable Rules to enter into this Agreement and to retain the services of
Bear Stearns Securities in accordance with the terms hereof and you have taken
all necessary action to authorize the execution of this Agreement and the
performance of the obligations hereunder.

                  (v) You are in compliance, and during the term of this
Agreement will remain in compliance with (1) the capital and financial reporting
requirements of every national securities exchange or other securities exchange
and/or securities association of which you are a member, (2) the capital
requirements of the Securities and Exchange Commission, and (3) the capital
requirements of every state in which you are licensed as a broker/dealer.

                  (vi) Unless otherwise agreed to in writing by Bear Stearns
Securities, you shall not generate any statements, billings or confirmations
representing any Account.

                  (vii) You shall keep confidential any information you may
acquire as a result of this Agreement regarding the business and affairs of Bear
Stearns Securities, which requirements shall survive the term of this Agreement.

                  (viii) You shall have entered into a dealer agreement with
each and every mutual fund or other investment company whose shares are sold to
Customer Accounts.

         18. Bear Stearns Securities represents, warrants and covenants to you
as follows:

                  (i) Bear Stearns Securities is a member in good standing of
the National Association of Securities Dealers, Inc., and principal exchanges.

                  (ii) Bear Stearns Securities is and during the term of this
Agreement will remain duly licensed and in good standing as a broker/dealer
under the Applicable Rules.

                  (iii) Bear Stearns Securities has all the requisite
authority, in conformity with all Applicable Rules to enter into and perform
this Agreement and has taken all necessary action to authorize the execution of
this Agreement and the performance of the obligations hereunder.

                  (iv) Bear Stearns Securities is in compliance, and during
the term of this Agreement will remain in compliance with (1) the capital and
financial reporting requirements of every national securities exchange and/or
other securities exchange or association of which it is a member, (2) the
capital requirements of the Securities and Exchange Commission, and (3) the
capital requirements of every state in which it is licensed as a broker/dealer.


                                       7
<PAGE>

                  (v) Bear Stearns Securities represents and warrants that the
names and addresses of your customers which have or which may come to its
attention in connection with the clearing and related functions it has assumed
under this Agreement are confidential and shall not be utilized by Bear Stearns
Securities except in connection with the functions performed by Bear Stearns
Securities pursuant to this Agreement. Notwithstanding the foregoing, should an
Account request, on an unsolicited basis, that Bear Stearns Securities become
its broker, acceptance of such Account by Bear Stearns Securities shall in no
way violate this representation and warranty, nor result in a breach of this
Agreement.

                  (vi) Bear Stearns Securities shall keep confidential any
information it may acquire as a result of this Agreement regarding your business
and affairs, which requirement shall survive the life of this Agreement.

         19. Notwithstanding any provision in this Agreement, the following
events or occurrences shall constitute an Event of Default under this Agreement:

                  (i) either party hereto shall fail to perform or observe any
term, covenant or condition to be performed hereunder and such failure shall
continue to be unremedied for a period of 30 days after written notice from the
non-defaulting party to the defaulting party specifying the failure and
demanding that the same be remedied; or

                  (ii) any representation or warranty made by either party shall
prove to be incorrect at any time in any material respect; or

                  (iii) a receiver, liquidator or trustee of either party
hereto or of any property held by either party, is appointed by court order and
such order remains in effect for more than 30 days; or either party is
adjudicated bankrupt or insolvent; or any property of either party is
sequestered by court order and such order remains in effect for more than 30
days; or a petition is filed against either party under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or hereafter in effect, and is
not dismissed within 30 days after such filing; or

                  (iv) either party hereto files a petition in voluntary
bankruptcy or seeks relief under any provision of any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or hereafter in effect, or
consents to the filing of any petition against it under any such law; or

                  (v) either party hereto makes an assignment for the benefit
of its creditors, or admits in writing its inability to pay its debts generally
as they become due, or consents to the appointment of a receiver, trustee or
liquidator of either party, or of any property held by either party.

                  Upon the occurrence of any such Event of Default, the
nondefaulting party may, at its option, by notice to the defaulting party
declare that this Agreement shall be thereby terminated and such termination
shall be effective as of the date such notice has been communicated to the
defaulting party. Upon the occurrence by you of an Event of Default

                                       8
<PAGE>

pursuant to paragraphs (iii), (iv), or (v) above, Bear Stearns Securities shall
be entitled to, upon the consent of the Customer, to accept instructions
directly from the Customer and to transfer the Account directly to Bear Stearns
Securities.

         20. (a) In the event you execute your own orders and give Bear
Stearns Securities' name to the other broker for clearance and settlement, you
agree that you will only execute bona fide orders or request free delivery of
cash or securities where you have reasonable grounds to believe that the account
and the other broker have the financial capability to complete the transaction.
Bear Stearns Securities reserves the right at any time to place a limit (of
either dollars or number of securities) on the size of transactions that Bear
Stearns Securities in these circumstances will accept for clearance. If after
you have received notice of such limitation you execute an order in excess of
the limit established by Bear Stearns Securities, Bear Stearns Securities shall
have the right to notify the other party and other broker that it will not
accept the transaction for clearance and settlement. In the event any claim is
asserted against Bear Stearns Securities or the Indemnified Parties by the other
broker because of such action by Bear Stearns Securities, you agree to indemnify
and hold Bear Stearns Securities and the Indemnified Parties harmless from any
loss, liability, damage, cost or expense (including but not limited to fees and
expenses of legal counsel) arising directly or indirectly therefrom.

                  (b) In the event you execute orders away from Bear Stearns
Securities, Bear Stearns Securities will on a best efforts basis attempt to
clear the transaction within a reasonable period and utilize the same procedures
it utilizes when clearing transactions on behalf of other firms clearing through
Bear Stearns Securities. If either you or the other broker for any reason
whatsoever fail to settle the transaction, you will be solely liable to Bear
Stearns Securities for any and all loss, including expenses, caused thereby and
Bear Stearns Securities shall have no liability to you whatsoever in any such
circumstance. You further agree to take all appropriate capital charges on your
books arising out of or incurred in connection with your executing orders away
from Bear Stearns Securities.

         21. In the event you request that Bear Stearns Securities provide
prime brokerage services to your Customers when you act as the executing broker,
as such term is defined in a certain no-action letter issued by the Securities
and Exchange Commission on January 25, 1994 regarding prime brokerage (the
"No-Action Letter"), Bear Stearns Securities acts as your clearing agent, and
the prime broker settles such transactions and carries the positions for the
Customer

                  (a) You hereby agree as follows:

                  (i) You will notify Bear Stearns Securities with respect to
each Customer Account for which you intend to act as an executing broker in a
prime brokerage arrangement.

                  (ii) You will be solely responsible for the conduct of the
Customer's Account, including but not limited to the responsibilities to know
your Customer, determine the suitability of all transactions, obtain all proper
documentation (including all new account documents), and conduct your own credit
review of the Customer.


                                       9
<PAGE>

                  (iii) Prior to effecting a short sale, you shall be
responsible for verifying with Bear Stearns Securities to ensure that all orders
effected by you will comply with all applicable short sale provisions in the
Applicable Rules, including but not limited to SEC Rule 10a-1 and NYSE Rule
440A, and you will be responsible for verifying that securities can be borrowed
in order to effect a timely delivery against each short sale.

                  (iv) In the event of any execution error or trade
discrepancy between a trade as executed and a trade as recorded in the
Customer's Account with the prime broker, you shall be responsible for
correcting such error or resolving such discrepancy with Bear Stearns Securities
or your customer by such time as Bear Stearns Securities deems appropriate on
the next business day after trade date. You shall be liable to Bear Stearns
Securities for any and all losses, including expenses caused thereby, and Bear
Stearns Securities shall have no liability to you whatsoever in any
circumstance. You agree to indemnify and hold Bear Stearns Securities harmless
from and against and pay promptly on demand any loss, liability, damage, claim,
cost or expense (including reasonable fees and expenses of counsel) arising out
of or incurred in connection with such discrepancy or error.

                  (v) You shall retain in your possession copies of all
agreements that are necessary to enable you to execute prime brokerage trades
and, except to the extent undertaken by Bear Stearns Securities in this
Agreement, you shall preserve all records relating to such trades, as required
of an executing broker by the Applicable Rules and any SEC No-Action Letters
pertaining to prime brokerage arrangements (collectively, "No-Action Letters").

                  (b)     Bear Stearns Securities hereby agrees as follows:

                  (i) Bear Stearns Securities will, on your behalf and pursuant
to your instructions, inform the prime broker of all trade data, including but
not limited to the contract amount, security involved, number of shares or
number of units, and whether the transaction was a long or short sale or a
purchase, by the morning of the next business day after trade date.

                  (ii) Bear Stearns Securities will treat the Customer as its
own customer and record the transactions in a cash or margin account at Bear
Stearns Securities. Bear Stearns Securities shall treat all disaffirmed and DK'd
trades as normal customer transactions. If the disaffirmed or DK'd trade is a
short sale, we shall treat the transaction as if it had been executed in a
customer margin account.

                  (iii) Bear Stearns Securities shall be responsible for
issuing confirmations directly to the Customer for each trade executed by you at
Bear Stearns Securities unless Bear Stearns receives written instructions from
the Customer explicitly requesting that the confirmations be sent to the
Customer in care of its prime broker, in which case Bear Stearns Securities will
send the confirmations to such Customer in care of the prime broker. In the
event a trade is disaffirmed or DK'd, Bear Stearns Securities will promptly send
a confirmation of the transaction to the customer in the manner described above.


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<PAGE>

                  (iv) If a Customer Account introduced by you to Bear Stearns
Securities is managed by an investment advisor, each confirmation may cover a
single bulk trade representing transactions that have been combined with those
of other accounts of such investment advisor.

                  (c) You hereby represent and covenant that you have entered
into all agreements concerning the prime broker arrangement that are required by
the Applicable Rules and No-Action Letters to enable you to execute prime
brokerage trades.

                  (d) Bear Stearns Securities hereby represents and covenants
that Bear Stearns Securities has and at all times during the term of this
Addendum shall maintain the minimum net capital required by the Applicable Rules
and No-Action Letters.

                  (e) In the event of a conflict between this paragraph 21 and
any other provision of this Agreement, this paragraph shall supersede the
conflicting provision only in respect of the provision of prime brokerage
services and only to the extent of the conflict.

         22. (a) Bear Stearns Securities shall limit its services pursuant to
the terms of this Agreement to that of clearing functions and the related
services expressly set forth herein. Neither this Agreement nor any operation
hereunder shall create a general or limited partnership, association or joint
venture or agency relationship between you and Bear Stearns Securities.

                  (b) You shall not, without the prior written approval of Bear
Stearns Securities, place any advertisement in any newspaper, publication,
periodical or any other medium including, but not limited to, electronic
communications media such as, by way of example, the Internet, if such
advertisement in any manner makes reference to Bear Stearns Securities or to the
clearing arrangements and the services embodied in this Agreement.

                  (c) Should you in any way hold yourself out as, advertise or
represent that you are the agent of Bear Stearns Securities, Bear Stearns
Securities shall have the power, at its option, to terminate this Agreement and
you shall be liable for any loss, liability, damage, claim, cost or expense
(including but not limited to fees and expenses of legal counsel) sustained or
incurred by Bear Stearns Securities as a result of such a representation of
agency or apparent authority to act as an agent of Bear Stearns Securities or
agency by estoppel. Notwithstanding the provisions of paragraph 27 below that
any dispute or controversy between the parties relating to or arising out of
this Agreement shall be referred to and settled by arbitration, in connection
with any breach by you of this paragraph 22, Bear Stearns Securities may, at any
time prior to the initial arbitration hearing pertaining to such dispute or
controversy, seek by application to the United States District Court for the
Southern District of New York or the Supreme Court of the State of New York for
the County of New York any such temporary or provisional relief or remedy
("provisional remedy") provided for by the laws of the United States of America
or the laws of the State of New York as would be available in an action based
upon such dispute or controversy in the absence of an agreement to arbitrate.
The parties acknowledge and agree that it is their intention to have any such
application for a provisional remedy decided by the Court to which it is made
and that such application shall not be referred to or settled by arbitration. No
such application to either said Court for a provisional remedy, nor any act or
conduct by either party in furtherance of or in opposition to such application,
shall constitute a relinquishment or

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<PAGE>

waiver of any right to have the underlying dispute or controversy with respect
to which such application is made settled by arbitration in accordance with
paragraph 27 below.

         23. You agree that Bear Stearns Securities shall have a lien upon and
security interest in all your property, including but not limited to securities,
commodity futures, contracts, commercial paper, monies and any after acquired
property held by it in your trading or commission accounts as security for the
repayment of your obligations and liabilities to Bear Stearns Securities. You
further agree that Bear Stearns Securities may debit any cash balance in your
account or accounts and/or liquidate any securities or commodities held in your
account and credit the proceeds to its account in an amount necessary to satisfy
such obligations. This provision shall survive the termination of this
Agreement, thereby extending the right to any lien and security interest for the
duration of any account conversion period and until such time as, in the sole
discretion of Bear Stearns Securities, security for the repayment of your
obligations is no longer required.

         24. 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 herein contained, now or hereafter existing
under the Applicable Rules shall not be construed to be a waiver of such fight,
or to limit the exercise of such right. No single, partial or other exercise of
any such right shall preclude the further exercise thereof or the exercise of
any other right.

         25. This Agreement shall be submitted to and approved by the New York
Stock Exchange, Inc., or other regulatory and self-regulatory bodies vested with
the authority to review and approve this Agreement or any amendment or
modifications hereto. In the event of disapproval, the parties hereto agree to
bargain in good faith to achieve the requisite approval.

         26. (a) This Agreement supersedes all other agreements between the
parties with respect to the transactions contemplated herein. This Agreement may
not be amended except by a writing signed by both parties hereto and may be
terminated upon thirty (30) days written notice to the other party. Bear Stearns
Securities agrees that it will send to you copies of all written notices sent to
customers. Notices to you shall be sent to:

Notices to Bear Stearns Securities shall be sent to the President of Bear,
Stearns Securities Corp., 245 Park Avenue, New York, N.Y. 10167, with a copy to
the Chief Legal Officer of Bear Stearns Securities. Termination shall not affect
any of the rights and liabilities of the parties hereto incurred before the date
of receipt of such notice of termination.

                  (b) This Agreement shall be binding upon and inure to the
benefit of the respective successors of the parties. Neither party may assign
any of its rights or obligations hereunder without the prior written consent of
the other party.

         27. (a) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.

                  (b) All disputes and controversies relating to or in any way
arising out of this Agreement shall be settled by arbitration before and under
the rules and auspices of the

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<PAGE>

New York Stock Exchange, Inc., unless the transaction which gives rise to such
dispute or controversy is effected in another United States market which
provides arbitration facilities, in which case it shall be settled by
arbitration under such facilities.

         28. Bear Stearns Securities shall not be liable for losses caused
directly or indirectly by government restrictions, exchange or market rulings,
suspension of trading, war, strikes or any equipment or systems failure or other
conditions or occurrences beyond its control.

         Please evidence your agreement to the foregoing by executing and
delivering to Bear Stearns Securities the enclosed copy hereof, whereupon you
and Bear Stearns Securities shall have entered into this Agreement.

                                           Very truly yours,

                                           BEAR, STEARNS SECURITIES CORP.


                                           By: /s/ D. Hauck (illegible)
                                           ----------------------------
                                                President




ACCEPTED AND AGREED TO:

EMPIRE FINANCIAL GROUP, INC.
----------------------------

Name of Correspondent

By:  /s/ Kevin Gagne
--------------------

Name of Authorized Signatory

Title: President
----------------

Date: 1/7/99
------------

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<PAGE>

           SUPPLEMENT TO AGREEMENT FOR SECURITIES CLEARANCE SERVICES

                      OPTIONS PROCEDURES FOR CORRESPONDENTS
                      -------------------------------------



         It is each Correspondent's responsibility to have each account in which
it effects listed option transactions approved by its own ROP, and to ensure (1)
that each account carried on its books has received an appropriate Options Risk
Disclosure Document no later than the first day an option transaction is
effected in the account, (2) that it obtains a signed "Correspondent's Customer
Option Agreement" (Form No. 3000-96-350) within fifteen business days of the
first trade. Both Bear Stearns Securities and each Correspondent have
overlapping responsibilities concerning option trading.

         In order for a Correspondent to meet its responsibilities, it must have
sufficient information in its files to comply with the rules of the option
exchanges concerning the opening of accounts and the suitability of the
recommended transaction. Each Correspondent is required to send to each of its
accounts the option risks disclosure document titled "Understanding the Risks
and Uses of Listed Options" and a combined Option Agreement/New Account Form for
the customers signature. Where applicable, the Correspondent must also send the
appropriate supplementary risk disclosure documents and option agreements for
index, currency, or debt options.

         In order that Bear Stearns Securities be assured that the foregoing has
been accomplished, you must provide Bear Stearns Securities with a copy of the
"Correspondent's Customer's Option Approval Form" (Form No. 2000-70-1782-4/83)
(or the form currently in effect at the time of the initial transaction) within
fifteen days of the first option trade. Bear Stearns Securities will withhold
from that Correspondent its share of the commissions generated on those option
accounts for which Bear Stearns Securities has not received the option approval
form within the required time. Bear Stearns Securities will only remit the
retained commissions upon timely receipt of the correct documentation and if the
necessary papers continue to be received late from that Correspondent, Bear
Stearns Securities will not recredit that Correspondent with retained
commissions.


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