EXHIBIT 10.72



                      RESTATEMENT OF ASSIGNMENT AND LICENSE


         Preamble.

         This is a restatement  of the  Assignment and License made the 31st day
of March,  1987,  and the  Amendment  thereof made as of July 30,  1987,  by and
between CL Acquisition Corporation,  a Delaware corporation,  The Charles Schwab
Corporation,  a Delaware  corporation,  Charles Schwab & Co., Inc., a California
corporation,  and  Charles  R.  Schwab,  an  individual.  For  purposes  of this
restatement,  the parties are  referred to herein by their  present  names:  The
Charles  Schwab  Corporation,  formerly  CL  Acquisition  ("CS  Corp.");  Schwab
Holdings,  Inc.,  formerly The Charles Schwab  Corporation  ("Holdings,  Inc.");
Charles Schwab & Co., Inc. ("Schwab, Inc."); and Charles R. Schwab ("Schwab").

         The parties hereby agree as follows:

         1.  Definitions.  In this Agreement:

                  a. "Name" means  "Schwab" and each name and mark based thereon
or derived therefrom  including,  without  limitation,  Schwab, C. Schwab,  C.R.
Schwab,  Charles  Schwab,  Charles R. Schwab,  Chuck Schwab,  Schwab One, Schwab
Tech,  CRS, and the corporate  names The Charles Schwab  Corporation and Charles
Schwab & Co., Inc.

                  b. "Likeness" means any photograph, portrait, drawing or other
image or likeness of Schwab,  however  reproduced,  and whether  still,  single,
multiple or moving.

                  c. "Financial  Services  Business" means the business in which
Schwab,  Inc. is currently  engaged and any additional  and related  business in
which CS Corp., Holdings,  Inc. and/or Schwab, Inc. are permitted to engage from
time to time during the term of this Agreement under  applicable  statutes or by
the rules,  regulations  or orders of those  regulatory  agencies  to which such
entities are from time to time subject.

                  d.  "Permitted  Assignees  and  Licensees"  means  persons and
entitles  who have been  assigned or  licensed  the right to use the Name and/or
Likeness as permitted in Section 9 hereof.

                  e.  "Employment   Agreement"  means  that  certain  Employment
Agreement of even date with the  Assignment and License under the terms of which
Schwab agrees to perform certain services on behalf of CS Corp.

                  f.   "Involuntary   Termination,"   "Cause"   and   "Voluntary
Termination" will have the same meaning as "involuntary  termination,"  "cause,"
and "voluntary termination," respectively, in the Employment Agreement.

                  g. "Loan  Agreement"  means that certain "Loan Agreement dated
as of March 31, 1987 between CS Corp. as Borrower, The Banks herein named as the
Banks, and Security Pacific National Bank, as the Agent."

                  h. "Obligations,"  "Bank," "Agents," "Loan Documents" will all
have the same meaning as in the Loan Agreement.

                  i.  "Restricted  Period" means that period  beginning with the
date of the  Assignment and License and ending on the earlier of (i) eight years
from the date of the  Assignment  and  License  and (ii) the first date when all
Obligations are fully paid.

         2.  Assignment and License Back.  Schwab hereby assigns to CS Corp. all
service mark, trademark and trade name rights in and to the Name and Likeness as
defined below as well as all good will  associated  therewith.  CS Corp.  hereby
grants  back  to  Schwab  the  perpetual,   unrestricted,   ongoing,  exclusive,
irrevocable  license  to use the Name and  Likeness  throughout  the  world  for
activities other than the Financial Services Business.

         3.  Reversion.  In the event CS Corp.  and all Permitted  Assignees and
Licensees  shall all cease using the Name while Schwab  still lives,  all rights
granted to CS Corp.  with respect thereto shall revert to Schwab without further
act or deed.  In the event CS Corp.  and all  Permitted  Assignees and Licensees
shall all cease using the Likeness while Schwab still lives,  all rights granted
to CS Corp.  with respect  thereto shall revert to Schwab without further act or
deed.

         4.  Representations  by  Schwab.  Schwab  represents  that,  except  as
provided in this Agreement,  no person or organization is authorized,  permitted
or licensed by Schwab to use the Name and/or the  Likeness in  conjunction  with
any Financial  Services  Business,  and Schwab agrees that he will not directly,
nor  indirectly  through any other person or  organization,  use the Name and/or
Likeness in conjunction with any such business or authorize,  permit, or license
any other  party to use the Name or the  Likeness in  conjunction  with any such
business, other than as permitted by Section 5 hereof.

         5.  Employment; Payment; Expansion of License.

                  5.1  As used in this Section 5:

                  a. "Purchase Payment" means three-tenths of one percent (0.3%)
of the Purchase Payment Base.

                  b. "Purchase Payment Base" means the sum of  the  Net Revenues
of all of the Included Users.

                  c. "Net Revenues" of an Included User means the Gross Revenues
of that  Included  User minus the  Operating  Interest  Expense of that Included
User, in each case during the Payment Period.

                  d. "Gross  Revenues"  of  an  Included  User  means  the gross
revenues  of that  Included  User  during  the  Payment  Period,  determined  in
accordance with generally  accepted  accounting  principles,  and, to the extent
permitted  by such  principles  in  consolidated  financial  statements  of that
Included  User,  shall  include  the  gross  revenues  of all  subsidiaries  and
affiliates  of that  Included  User during the  Payment  Period,  but  excluding
nonetheless  from the gross revenues of that Included User and its  subsidiaries
and affiliates all gross revenues (i) that would otherwise be included more than
once in the Purchase  Payment Base,  (ii) received from other Included Users, or
(iii) received from subsidiaries and affiliates of other Included Users.

                  e. "Operating  Interest Expense" of an Included User means the
operating  interest  expense of that  Included  User during the Payment  Period,
determined in accordance with generally accepted  accounting  principles and, to
the extent permitted by such principles in consolidated  financial statements of
that  Included  User,  shall  include  the  operating  interest  expense  of all
subsidiaries and affiliates of the Included User during the Payment Period,  but
excluding  nonetheless from the operating interest expense of that Included User
and its  subsidiaries  and affiliates all operating  interest expense that would
otherwise be deducted more than once in calculating the Purchase Payment Base.

                  f. "Included Users" means CS Corp. and all Permitted Assignees
and Licensees except Banks and Agent.

                  g. The "Payment  Period"  begins on the first day of the month
following the termination of Schwab's employment by CS Corp.,  whether during or
after the Restricted  Period and regardless of the reason for such  termination,
unless (x) immediately prior to such termination Schwab and CS Corp. are parties
to an employment  agreement  whose term extends beyond the date of  termination,
(y) that employment agreement requires CS Corp. to make a payment or payments in
lieu of  salary  or other  payments  that  would  have  been  payable  under the
employment  agreement  had Schwab  continued  to be employed  beyond the date of
termination,  and (z) CS Corp. makes such payment or payments or pays a mutually
acceptable  settlement in lieu thereof.  If (x), (y) and (z) are all true,  then
the "Payment Period" shall begin on the first day of the month following the end
of the  full  term of the  employment  agreement,  provided  that  if a  written
agreement  between CS Corp.  and Schwab  expressly  provides that the payment(s)
made or  settlement  paid as  contemplated  by (z) is (are) in lieu of salary or
other  payments  otherwise  payable  under the  employment  agreement for a term
shorter  than the entire term of the  employment  agreement,  then the  "Payment
Period"  shall  begin on the first day of the  month  following  the end of such
shorter term. The "Payment Period" shall end on the earliest of (i) such time as
CS Corp. and all Permitted  Assignees and Licensees shall no longer use the Name
and/or  Likeness,  (ii) the day before the fifteenth  (15th)  anniversary of the
beginning of the Payment Period, or (iii) a Disqualifying Event.

                  h. A  "Disqualifying  Event" would occur if at any time during
the Restricted  Period,  whether or not Schwab is still employed by CS Corp. and
whether or not any license  granted by Section 5.4 has come into effect,  Schwab
should serve as a director of, render services to, invest in or otherwise engage
in any business  competitive  with any existing or  contemplated  business of CS
Corp.,  Holdings,  Inc. or Schwab,  Inc., and fail to terminate such activity or
investment  within  sixty  (60)  days  after  demand  by CS  Corp.  Despite  the
foregoing,  a purely  passive  investment  will  not  constitute  a basis  for a
Disqualifying  Event if it is in (i) publicly traded  securities,  provided that
Schwab does not own beneficially or of record more than five percent (5%) of any
class  of  security  or (ii) a  professionally  managed  venture  capital  fund,
provided that Schwab does not provide more than five percent (5%) of the capital
invested in any such fund.  The  determination  of the Board of  Directors of CS
Corp. that an action or activity is or is not  competitive  shall be controlling
on Schwab unless Schwab  objects to such  determination  within thirty (30) days
after the demand, in which case the  determination  shall be made by arbitration
in accordance with California  Code of Civil  Procedure,  Sections 1280 et seq.,
and that  determination  shall be binding upon the parties.  Each party shall be
entitled to discovery. The sixty-day opportunity to cure will not be extended by
any actual or requested  arbitration,  so that if Schwab does not  terminate the
specified activity or investment within the sixty-day period and the arbitration
subsequently  determines  that it was in fact  competitive,  Schwab will have no
further  opportunity  to cure.  Both CS Corp.  and  Schwab  will use their  best
efforts to complete the arbitration before the end of the sixty-day period.

                  5.2  Subject to the provisions  of Sections 5.6 and 5.7 below,
and in consideration for the assignments made herein, CS Corp. agrees to pay the
Purchase  Payment to Schwab,  his  executor,  successor  or assigns.  The amount
payable  shall be computed and paid on a calendar  quarterly  basis,  commencing
with the end of the first complete  calendar  quarter in the Payment Period.  CS
Corp.  agrees to keep (and to require each Included User to keep) accurate books
of account and records  relating  to its Net  Revenues,  and Schwab and his duly
authorized  representatives  shall have the right at all reasonable hours of the
day to an examination  and audit of such books of account and records and of all
documents and materials in the possession or under the control of Included Users
with respect to Gross  Revenues and  Operating  Interest  Expense.  Each book of
account and record shall be kept  available for at least two (2) years after all
payments are made with respect to the revenues and expenses reflected therein.

                  5.3. Despite anything in Section 5.2, payments to Schwab shall
be limited as follows:

                  a. As used in this Section 5.3:

                     (i)  The first day of the first calendar quarter during the
Payment Period is the "Base Date."

                     (ii)  Each  twelve  month  period  which (x) begins  on the
Base Date or an anniversary  of the Base Date and (y) falls entirely  within the
Payment Period will be a "Payment Year."

                     (iii) If the  Payment Period  begins on any date other than
the first day of a calendar quarter,  then the period beginning on the first day
of the Payment  Period and ending the day before Base Date will be the  "Initial
Payment Period."

                     (iv)  If the  Payment  Period  ends after the Base Date and
on any date other than the day before an anniversary of the Base Date,  then the
period  beginning  on the last  anniversary  of the Base Date during the Payment
Period and ending at the end of the Payment  Period  will be the "Final  Payment
Period."

                     (v)   "Consumer Price Index" means the Consumer Price Index
for All Urban Consumers for the San Francisco-Oakland-San Jose Metropolitan Area
published by the Bureau of Labor Statistics, as it was constituted for the month
of May 1987. If the Bureau of Labor Statistics  should cease  publication of the
Consumer Price Index for all Urban  Consumers for the San  Francisco-Oakland-San
Jose Metropolitan Area or changes the basis on which it is constituted, then the
parties  shall  use the  index  then  being  published  by the  Bureau  of Labor
Statistics or its successor agency which most closely  approximates the original
"Consumer Price Index."

                  b. Despite  anything  to the  contrary  in this Agreement, the
amount payable to Schwab  pursuant to Section 5.2 of this Agreement with respect
to any Initial Payment Period shall not exceed two million dollars  ($2,000,000)
multiplied  by two  fractions.  The first  fraction is the number of days in the
Initial  Payment Period divided by three hundred  sixty-five  (365).  The second
fraction is the Consumer Price Index for the calendar  month  preceding the Base
Date divided by the Consumer Price Index for the same calendar month in 1987.

                  c. Despite  anything  to  the  contrary in this Agreement, the
amount  payable to Schwab  pursuant to Section 5.2 of the Agreement with respect
to any Payment Year shall not exceed two million dollars ($2,000,000) multiplied
by a  fraction,  the  numerator  of which is the  Consumer  Price  Index for the
calendar month immediately preceding the first month in the Payment Year and the
denominator  of which is the Consumer Price Index for the same calendar month in
1987.

                  d. Despite  anything  to  the  contrary  in the Agreement, the
amount  payable to Schwab  pursuant to Section 5.2 of the Agreement with respect
to any Final Payment  Period shall not exceed two million  dollars  ($2,000,000)
multiplied  by two  fractions.  The first  fraction is the number of days in the
Final Payment  Period  divided by three  hundred  sixty-five  (365).  The second
fraction  is the  Consumer  Price Index for the  calendar  month  preceding  the
beginning of the Final Payment  Period  divided by the Consumer  Price Index for
the same calendar month in 1987.

                  e. If b,  c or d above  requires the use of the Consumer Price
Index for a month for which it is not  published,  then the Consumer Price Index
for the next preceding month which is published shall be used.

                  5.4  Subject to the provisions of Section 5.6 below:

                  a. Effective  immediately  upon  the  termination  of Schwab's
employment by CS Corp., Schwab shall have, without further action on his part, a
perpetual, unrestricted, ongoing, non-exclusive,  irrevocable license to use the
Likeness  throughout the world in the following  part of the Financial  Services
Business: the sale, distribution,  broadcast and promotion of books, videotapes,
lectures, radio programs and television programs.

                  b. At  any  time  after  termination   of  Schwab's employment
by CS Corp., Schwab may notify CS Corp. that Schwab proposes to engage in all or
part of that  portion  of the  Financial  Services  Business  commonly  known as
financial  planning.  The notice shall  describe in summary  form the  financial
planning  products  and  services  that  Schwab  expects  will be offered by the
business in which he proposes to engage. CS Corp. promptly shall grant to Schwab
an  immediately  effective,  perpetual,  unrestricted,  ongoing,  non-exclusive,
irrevocable  license to use the  Likeness  to engage in the  financial  planning
business  described  except  that CS Corp.  need not grant such a license to the
extent  that the  business  described  would be in direct  competition  with any
Financial  Services  Business  in which CS Corp.  or any  Permitted  Assignee or
Licensee is then engaged or which CS Corp. or any Permitted Assignee or Licensee
plans as of the date of receipt of Schwab's  notice to commence within three (3)
months after receipt of Schwab's notice.

                  c. Commencing  on  the  date  that  is  two (2) years from the
beginning of the Payment  Period,  Schwab shall have a perpetual,  unrestricted,
ongoing,  non-exclusive,  irrevocable license to use the Likeness throughout the
world in the  Financial  Services  Business.  This  license will  supersede  any
license previously granted pursuant to Section 5.4.b of this Agreement.

                  d. The  licenses  pursuant  to  this  Section  5.4  may not be
assigned or  sublicensed  except that  Schwab may grant  sublicenses  to use the
Likeness in connection with the sale, distribution,  broadcast and promotion, of
goods,  services and programs that Schwab personally plays a substantial role in
creating.

                  5.5  It  is   the  understanding  and  intent  of the  parties
that when and if any license granted in Section 5.4 of this Agreement comes into
effect,  Schwab then may engage in the  business  covered by the license and use
his  personal  name,  personal  initials and  personal  nicknames in  connection
therewith  without  any  restriction  imposed by this  Agreement  except (i) the
restrictions set forth in Sections 6.1, 6.2 and 7 of this Agreement and (ii) the
possibility that the Payment Period might prematurely terminate because engaging
in  such a  business  might  constitute  a  Disqualifying  Event.  Further,  the
restriction  described  in (ii)  would  terminate  at the end of the  Restricted
Period.

                  5.6  Despite   anything  in  Sections  5.2  and  5.4,  if  the
termination of Schwab's employment by CS Corp. is an Involuntary Termination for
Cause during the Restricted  Period,  or  alternatively if such termination is a
Voluntary  Termination during the Restricted  Period,  then Sections 5.2 and 5.4
shall be of no further force or effect.

                  5.7  Despite anything in Section 5.2, if Banks or Agent should
acquire legal and  beneficial  ownership of the Name by virtue of  foreclosing a
security interest granted to them in the Loan Documents, then thereafter Section
5.2 shall be of no further force or effect. Further, if a third party other than
Banks or Agent  should  acquire  legal and  beneficial  ownership of the Name by
virtue of the foreclosure of the security interest granted to Banks and Agent in
the Loan  Documents  and such  foreclosure  does not result in an immediate  and
complete satisfaction of the Obligations,  then the Payment Period shall exclude
all time  elapsed  between the date when that third party so acquires  title and
the first date when the Obligations are satisfied in full.

         6.  Schwab's Use of the Name.

                  6.1  Schwab may use all or part of his personal name, personal
initials or personal  nicknames in any manner not prohibited by this  Agreement.
Despite  anything  to the  contrary  in this  Agreement,  however,  but  subject
nevertheless  to the  provisions of Section 3 of this  Agreement,  in exercising
that  right and the  rights  granted  to Schwab  in  Sections  2 and 5.4 of this
Agreement,  Schwab  may  not  (i)  use or  authorize  another  to use  the  Name
(including without  limitation his personal name,  personal initials or personal
nicknames) as a service mark,  trademark or trade name in the Financial Services
Business or (ii) use or authorize another to use the Name or Likeness or both in
a manner that causes  confusion as to whether CS Corp.  or any of the  Permitted
Assignees and Licensees has created,  manufactured,  endorsed, sold or otherwise
been involved with any product or service.

                  6.2  Further,  Schwab  may not refer or  authorize  another to
refer to CS Corp. or any of the Permitted Assignees and Licensees by name in any
advertisement,  press  release,  interview  or other  written,  spoken or visual
material  which is intended to promote  any  product or service,  without  first
obtaining  the  written  consent of CS Corp.  Cs Corp.  shall not  withhold  any
consent required by the previous  sentence unless CS Corp.  reasonably  believes
that the proposed  reference  would be a breach of Section 6.1 of this Agreement
or another term of the Agreement. Should Schwab request any such consent, Schwab
shall provide CS Corp. with all information  that CS Corp.  reasonably  requests
regarding  the  proposed  reference  in order to  determine  whether or not such
reference  would be a breach of Section 6.1 of this Agreement or another term of
the Agreement.

         7.  Quality of Goods and Services.  CS Corp.  acknowledges  that Schwab
has,  and Schwab  acknowledges  that CS Corp.  intends to  develop,  the highest
quality  reputation  for the  delivery of goods and  services  in the  Financial
Services Business,  and each agrees that the goods and services offered by it or
him using the Name or Likeness shall be of such quality as to be appropriate and
suited to the protection  and  enhancement of the Name and Likeness and the good
will  appurtenant  thereto,  that such goods and services will be  manufactured,
sold,  distributed and performed in accordance with all Federal, state and local
laws  that  are  applicable  and  material,  and that  the  sale,  distribution,
provision of services,  and/or  exploration by it or him shall be of the highest
standard and that the same shall in no manner  reflect  adversely  upon the good
name of the other or the Name and/or Likeness.  Further,  CS Corp. agrees not to
use any Likeness in advertising or as a mark while Schwab is alive without first
obtaining Schwab's approval of his appearance in the Likeness, but such approval
shall not be unreasonably withheld.

         8.  Remedies.   CS  Corp.  and  Schwab  each   acknowledge    that  the
manufacture,  sale or  distribution  of goods or the  provision  of  services in
breach of Section 7 of this Agreement  would result in immediate and irreparable
damage to the other.  Each  acknowledges  and admits  that there is no  adequate
remedy at law for such manufacture,  sale,  distribution or provision and agrees
that the other shall be entitled to  equitable  relief by way of  temporary  and
permanent injunctions,  without bond, and such other further relief as any court
having  jurisdiction  shall deem just and proper.  However,  such relief may not
include an injunction or other prohibition  against use of the Name and Likeness
that is permitted by this agreement, a rescission of this Agreement or reversion
of the rights granted to either party herein.


         9.  Assignment.

                  9.1  Subject to compliance with Section  9.2  below,  CS Corp.
may assign or license  any or all rights  granted to it herein:  (i) as security
under the Loan  Documents;  (ii) to  Holdings,  Inc.,  to  Schwab,  Inc.  and to
subsidiaries and affiliates of CS Corp., Holdings,  Inc. and Schwab, Inc.; (iii)
if Schwab gives his prior written consent or votes in favor of the assignment in
his capacity as a director of CS Corp, Holdings,  Inc. or Schwab, Inc., and (iv)
after the death of Schwab. In exercise of their rights under the Loan Documents,
the Banks and Agent may assign or license  any and all rights  assigned  to them
pursuant to the preceding sentence.

                  9.2  All  assignments to Banks or Agent must be made expressly
subject  to all the  terms  and  conditions  of  this  Agreement.  In any  other
assignment  or license  pursuant to the other  provisions  of Section  9.1,  all
assignees  and licensees  must join in all  covenants of CS Corp.  hereunder and
assume joint and several  liability for all  obligations of CS Corp.  hereunder,
with such joinder and  assumption  being made for the express and direct benefit
of Schwab.  No assignment or license by CS Corp.  shall relieve it of any of its
obligations hereunder.

                  9.3  Except for  assignments  and  licenses  that both (i) are
permitted  by Section 9.1 and (ii) conform to the  requirements  of Section 9.2,
neither CS Corp. nor Permitted Assignees and Licensees may assign or license any
rights granted to CS Corp.  herein,  and any purported  assignment or license of
such rights that is not permitted shall be null and void.

                  9.4  For purposes  hereof  "assignment" and "license" shall be
construed in their  broadest  sense and shall  include any  purported  direct or
indirect transfer or other disposition, voluntary or involuntary, of any of such
rights,  including without  limitation,  any distribution upon dissolution,  any
merger or other  reorganization  to which CS Corp.  or a  Permitted  Assignee or
Licensee is a party unless the  shareholders of such entity  immediately  before
the merger or other reorganization retain the ability to elect a majority of the
board of directors  immediately after such merger or reorganization,  any pledge
or hypothecation of any of such rights,  or the imposition of any lien upon such
rights which is not fully and finally  removed within 30 days following the date
of such  imposition,  but does not  include the sale of  securities  for cash or
property.

         10. Notices.  Any notice,  demand  or other communication  to  be given
hereunder by any party to another shall be in writing and  delivered  personally
or sent by certified mail, postage prepaid, as follows:

             CS CORP:  The Charles Schwab Corporation
                       101 Montgomery Street
                       San Francisco, CA  94104
                       Attention:  Lawrence J. Stupski, President

             SCHWAB:   Charles R. Schwab
                       c/o Charles Schwab & Co., Inc.
                       101 Montgomery Street
                       San Francisco, CA  94104

or to such other persons as may be  designated  in writing by the parties,  by a
notice given as aforesaid.

         11. Joint  and Several Liability.  Holdings, Inc. and Schwab, Inc. join
in all covenants of CS Corp. hereunder; and CS Corp., Holdings, Inc. and Schwab,
Inc. each agree to be jointly and severally  liable for all  obligations of each
of the others hereunder.  Holdings,  Inc. and Schwab, Inc. each acknowledge that
its inclusion in the class of Permitted Assignees and Licensees is full and fair
consideration for the liability that it is undertaking hereunder.

         12. Miscellaneous.  This  Agreement  shall  be  construed in accordance
with the laws of California  applicable  to agreements  made and to be performed
entirely  in  that  state.   Section  headings  used  herein  are  inserted  for
convenience  only and are not part of this Agreement.  None of the terms of this
Agreement  may be waived or modified  except by an express  agreement in writing
signed by both parties. Nothing contained herein shall be construed to place the
parties in the relationship of partners or joint  venturers,  and CS Corp. shall
have no power to  obligate  or bind  Schwab  in any  manner  whatsoever.  In any
controversy  hereunder  the  prevailing  party  shall be entitled to recover its
reasonable  attorneys' fee and expenses from the opposing party or parties. This
Agreement  constitutes the entire agreement  between the parties with respect to
the  subject  matter  hereof,  and shall  inure to the  benefit  of and shall be
binding upon the parties,  their respective  heirs,  executors,  administrators,
successors and permitted assigns.

         13. Survival of Previous Actions; Effective Date.

                  13.1 This  Agreement  supersedes  the  original Assignment and
License and the  Amendment  thereof;  but all  assignments,  licenses,  notices,
waivers and  consents  previously  effected  by or given  pursuant to either the
original  Assignment and License or the Amendment  thereof or both shall survive
and remain in full force and effect.

                  13.2 The  Preamble to this  Agreement and this Section 13 will
become  effective on the date of execution  hereof as set forth in the paragraph
next following.  Sections 5.3, 5.5, 6.1 and 6.2 of this Agreement  originated in
the Amendment of the original  Assignment and License and hence became effective
as of July 30, 1987. Sections 5.1(a), and 5.1 (g) and 5.4 of this Agreement were
revised in the Amendment of the original Assignment and License and hence became
effective in their present form as of July 30, 1987,  but the previous  versions
of those  sections were  effective  from March 31, 1987 until July 30, 1987. All
other portions of this Agreement became effective on March 31, 1987.


         IN WITNESS WHEREOF,  the parties  hereto have  affixed their signatures
on the _________ day of _________, 1988.



                                                  The Charles Schwab Corporation


/S/ Charles R. Schwab                             by  /S/ Lawrence J. Stupski
---------------------------                           --------------------------
Charles R. Schwab                                     Lawrence J. Stupski,
                                                      President



Charles Schwab & Co., Inc.                        Schwab Holdings, Inc.


by  /S/ Lawrence J. Stupski                       by  /S/ Charles R. Schwab
    -----------------------                           --------------------------
    Lawrence J. Stupski,                              Charles R. Schwab,
    President and Chief                               Chairman and Chief
    Operating Officer                                 Executive Officer

<PAGE>



 STATE OF CALIFORNIA                )
                                    )        ss.
 CITY AND COUNTY OF SAN FRANCISCO   )


     On this 25th day of January,  1988,  before me, Sheila S.  Providenza,  the
undersigned  Notary Public,  personally  appeared Charles R. Schwab.  personally
known to me or  proved  to me on the basis of  satisfactory  evidence  to be the
person who  executed  the within  instrument  as  Chairman  for and on behalf of
Charles Schwab & Co., Inc. and acknowledged to me that corporation executed it.

     WITNESS my hand and official seal.


                                                        /S/ Sheila S. Providenza
                                                        ------------------------
                                                        Notary Public


*********************************************
*                 SHEILA S. PROVIDENZA      *
*               NOTARY PUBLIC-CALIFORNIA    *
*                   CITY & COUNTY OF        *
*                    SAN FRANCISCO          *
* My Commission Expires October 13, 1990.   *
*********************************************

OFFICIAL SEAL





<PAGE>


STATE OF CALIFORNIA                )
                                   )        ss.
CITY AND COUNTY OF SAN FRANCISCO   )


     On this 25th day of January,  1988,  before me, Sheila S.  Providenza,  the
undersigned  Notary Public,  personally  appeared Charles R. Schwab.  personally
known to me or  proved  to me on the basis of  satisfactory  evidence  to be the
person whose name is subscribed to the within  instruments,  and acknowledged to
me that he executed the same.

     WITNESS my hand and official seal.



                                                        /S/ Sheila S. Providenza
                                                        ------------------------
                                                        Notary Public


*********************************************
*                 SHEILA S. PROVIDENZA      *
*               NOTARY PUBLIC-CALIFORNIA    *
*                   CITY & COUNTY OF        *
*                    SAN FRANCISCO          *
* My Commission Expires October 13, 1990.   *
*********************************************

OFFICIAL SEAL





<PAGE>


STATE OF CALIFORNIA                )
                                   )        ss.
CITY AND COUNTY OF SAN FRANCISCO   )


     On this 25th day of January,  1988,  before me, Sheila S.  Providenza,  the
undersigned Notary Public,  personally appeared Lawrence J. Stupski.  personally
known to me or  proved  to me on the basis of  satisfactory  evidence  to be the
person who executed the within  instrument as President for and on behalf of The
Charles  Schwab  Corporation,  Inc.  and  acknowledged  to me  that  corporation
executed it.

     WITNESS my hand and official seal.


                                                        /S/ Sheila S. Providenza
                                                        ------------------------
                                                        Notary Public



*********************************************
*                 SHEILA S. PROVIDENZA      *
*               NOTARY PUBLIC-CALIFORNIA    *
*                   CITY & COUNTY OF        *
*                    SAN FRANCISCO          *
* My Commission Expires October 13, 1990.   *
*********************************************

OFFICIAL SEAL




<PAGE>


STATE OF CALIFORNIA                )
                                   )        ss.
CITY AND COUNTY OF SAN FRANCISCO   )


     On this 25th day of January,  1988,  before me, Sheila S.  Providenza,  the
undersigned Notary Public,  personally appeared Lawrence J. Stupski.  personally
known to me or  proved  to me on the basis of  satisfactory  evidence  to be the
person who executed the within  instrument  as President  and C.O.O.  for and on
behalf of the Schwab  Holdings,  Inc. and  acknowledged  to me that  corporation
executed it.

     WITNESS my hand and official seal.


                                                        /S/ Sheila S. Providenza
                                                        ------------------------
                                                        Notary Public



*********************************************
*                 SHEILA S. PROVIDENZA      *
*               NOTARY PUBLIC-CALIFORNIA    *
*                   CITY & COUNTY OF        *
*                    SAN FRANCISCO          *
* My Commission Expires October 13, 1990.   *
*********************************************

OFFICIAL SEAL