<PAGE>

                                                                    EXHIBIT 10.2

                   DEALER'S OMNIBUS OPTIONS CLEARING AGREEMENT
                               (FIRM TRANSACTIONS)

THIS AGREEMENT, made and entered into this 12th day of April, 2000, by and
between ABN AMRO INCORPORATED ("AAI"), a New York corporation and WEB STREET
SECURITIES, INC. ("Dealer"), a Illinois corporation/partnership.

In consideration of the promises, mutual benefits, covenants and agreements
herein expressed, AAI will establish a Dealer's Omnibus Options Account
("Account") for Dealer's benefit in effecting transactions in option contracts
on a principal basis, all in accordance with the terms and conditions
hereinafter set forth:

I.       REPRESENTATIONS BY DEALER

         a.       Dealer is a member in good standing of the National
                  Association of Securities Dealers, Inc. ("NASD") and the
                  following exchanges:

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

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

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

         b.       Dealer is registered as a Broker/Dealer under Section 15 of
                  the Securities Exchange Act of 1934, as amended, and is
                  licensed and in good standing as a Broker/Dealer under all
                  applicable Federal and state securities laws.

         c.       Dealer has all requisite authority, whether arising under
                  applicable Federal and state laws or the rules and regulations
                  of any securities exchange to which Dealer is subject, and has
                  taken all requisite action to enter into this Agreement and to
                  retain the services of AAI in accordance with the terms
                  hereof.

         d.       Dealer represents and warrants that it is in compliance, and
                  during the term of this Agreement shall remain in compliance,
                  with the capital and financial reporting requirements of every
                  securities exchange and securities clearing agency of which
                  Dealer is a member, and to the extent required, with the
                  capital and financial reporting requirements of the Securities
                  and Exchange Commission ("SEC"), the NASD and of every state
                  and other regulatory authority of whose jurisdiction it is
                  subject. A copy of any notice or report filed with any
                  securities exchange, the SEC, NASD, or any state setting forth
                  the Dealer's non-compliance with applicable capital and
                  financial reporting requirements shall be filed simultaneously
                  with AAI.

         e.       Dealer has received a copy of, and is familiar with, AAI's
                  clearing procedures and agrees to abide by such rules and
                  guidelines as may be in effect now and, upon written notice
                  thereof, in the future with respect to Dealer's Account.

         f.       Dealer is aware of and agrees to be bound by the rules of the
                  Chicago Board Options Exchange ("CBOE"), American Stock
                  Exchange ("AMEX"), Pacific Stock Exchange ("PCX"),
                  Philadelphia Stock Exchange ("PHLX"), and such other exchanges
                  as may commence trading in options, including, but not limited
                  to, rules regarding the unbundling of round lot orders to
                  execute such orders through an exchange automated system.
                  Orders eligible for execution through such automated means may
                  only be public customer market or marketable limit orders in
                  share amounts as designated by the exchange. Public customer
                  orders are defined as orders for an account in which a
                  broker/dealer does not have an interest.

         g.       Dealer shall promptly notify AAI and shall forthwith
                  discontinue effecting transactions in the Account if any of
                  the foregoing representations and warranties shall no longer
                  be true and correct in all respects.

         h.       Dealer agrees not to violate, either alone or in concert with
                  others, the position or exercise limits which may be
                  established from time to time pursuant to applicable exchange
                  rules. If any individual customer
<PAGE>

                  carries reportable positions in one options class with Dealer,
                  Dealer shall promptly notify its designated examining
                  authority or appropriate exchange of such positions. If Dealer
                  carries a position of reportable size of aggregate options
                  contracts of the same class, Dealer shall promptly report to
                  its designated examining authority or appropriate exchange a
                  breakdown by customer of such positions.

         i.       Dealer agrees to notify AAI of any legal or regulatory actions
                  or proceedings which materially affect Dealer's standing as a
                  Broker/Dealer or its capital requirements. Dealer shall also
                  notify AAI if any person with significant managerial
                  responsibility or otherwise with significant ability to
                  influence the policies and actions of Dealer, whether or not
                  the person currently acts as a principal or a registered
                  representative, has a record which reflects any of the
                  following:

                           (1) any felony conviction (or a plea of guilty or
                           nolo contendere) or pending felony indictment, or
                           other institution of felony proceedings, or any
                           investment-related misdemeanor conviction, indictment
                           or institution of any investment-related proceeding.
                           For the purpose of this Addendum, the term
                           "investment-related" pertains, but is not limited to,
                           activities in connection with securities,
                           commodities, banking, insurance or real estate;.

                           (2) permanent bar or temporary suspension of ability
                           to act as a principal or registered representative or
                           otherwise to be associated with or performs
                           designated functions for a firm engaging in an
                           investment-related business;

                           (3) other disciplinary or adverse regulatory or
                           administrative actions taken by any governmental,
                           regulatory or self-regulatory body (a "Regulatory
                           Authority");

                           (4) arbitrations, administrative proceedings or civil
                           actions alleging violations of investment-related
                           statutes or regulations brought by individuals or a
                           Regulatory Authority not resolved in favor of the
                           person, including those ending in settlement;

                           (5) multiple customer complaints;

                           (6) a termination or permitted resignation after an
                           investigation or allegation of sales practice
                           problems or of violation of investment-related
                           statues, regulations, rules or industry standards of
                           conduct; or

                           (7) requirement that the person be subject to
                           heightened supervision in accordance with the
                           guidelines or recommendations promulgated by a
                           Regulatory Authority


II.      REPRESENTATIONS BY AAI

         a.       AAI is a member in good standing of the New York Stock
                  Exchange ("NYSE"), AMEX, Chicago Stock Exchange ("CHX"), PHLX,
                  PCX, CBOE and the NASD.

         b.       AAI is duly registered or licensed and in good standing as a
                  Broker/ Dealer under applicable Federal and state securities
                  laws.

         c.       AAI has all requisite authority, whether arising under
                  applicable Federal and state laws or the rules and regulations
                  of any securities exchange to which AAI is subject, to enter
                  into this Agreement.

         d.       AAI is in compliance, and during the term of this Agreement
                  shall remain in compliance, with the capital and financial
                  reporting requirements of every securities exchange and
                  securities clearing agency of which it is a member, and to the
                  extent required, with the capital requirements of the SEC and
                  every state or other regulatory authority to whose
                  jurisdiction it is subject.

                                      -2-
<PAGE>

         e.       AAI is not a bank. Securities sold, offered or recommended by
                  AAI are not deposits, are not insured by the Federal Deposit
                  Insurance Corporation, and are not guaranteed or endorsed by
                  or an obligation or responsibility of AAI AMRO Bank or any
                  other affiliate U.S. bank or thrift institution.

III.     DEFINITIONS

         a.       The term "securities under the control of AAI" shall mean
                  those securities maintained in the Account where both of the
                  following conditions are satisfied: (1) Dealer has instructed
                  AAI to maintain physical possession or control of such
                  securities free of any charge, lien or claim of any kind in
                  favor of AAI or any persons claiming through AAI; and, (2) AAI
                  shall, within 24 hours after receipt of instructions, inform
                  Dealer, in a form acceptable to both parties, that it
                  acknowledges such instructions. AAI shall be deemed to have
                  accepted such instructions for long options maintained in the
                  Account, other than options that are part of a qualified
                  spread, for which AAI has received full cash payment from
                  Dealer.

         b.       The term "qualified spread" shall mean one or more options
                  maintained in the Account in a short position and the same
                  number of options maintained in the Account in a long position
                  and such long options do not expire prior to the expiration of
                  the short options.

IV.      SERVICES TO BE PERFORMED BY AAI

         a.       Execution of orders for the Account, but only insofar as such
                  orders are transmitted by Dealer and received by AAI. AAI
                  reserves the right, at any time, to reject any order. Such
                  notice to be provided according to reasonable and customary
                  industry practice. In the event AAI controls the routing of
                  any order as Executing Broker, AAI shall use its best efforts
                  to obtain the best price for Dealer, however, this Agreement
                  does not guarantee that the best price will be obtained when
                  compared across various markets. Unless otherwise notified in
                  writing, Dealer hereby grants AAI complete discretion as to
                  which market to route all Dealer orders and acknowledges that
                  such market may not be the primary market for such order.
                  Dealer agrees to hold AAI harmless from and against any claim
                  due to a difference in price when compared across different
                  markets.

         b.       Hold in one or more properly established accounts securities
                  under the control of AAI.

         c.       Settlement of contracts and transactions in options.

         d.       Preparation and mailing of summary trade lists to Dealer. Such
                  trade lists shall be provided in lieu of a confirmation
                  according to industry practice and custom and shall contain
                  the information required to be furnished on confirmations in
                  accordance with all applicable laws, rules and regulations.

V.       SERVICES NOT TO BE PERFORMED BY AAI

         a.       Accounting, bookkeeping or record keeping, cashiering or other
                  services with respect to transactions in options or securities
                  unrelated to transactions in the Account.

         b.       Preparation of Dealer's financial statements or any analysis
                  thereof.

         c.       The making or filing of any reports, including option position
                  reports to the SEC, any state securities commission, any
                  securities exchange, securities association or other
                  membership to which dealer is subject.

         d.       Services of Dealer set forth under Paragraph VI below.

VI.      SERVICES TO BE PERFORMED BY DEALER

                                      -3-
<PAGE>

         a.       Dealer shall notify AAI by 11:00 a.m. Chicago time on the
                  following business day if the trade list of transactions
                  provided by AAI under Paragraph IV above contains any
                  discrepancies.

         b.       Dealer will provide to AAI all papers required for the
                  operation of Dealer's account. Dealer will only place orders
                  for Dealer's benefit into the account and will determine all
                  of the facts regarding transactions effected in its account,
                  including but not limited to the suitability of all
                  transactions, the authenticity of all orders, and the
                  qualifications of any person holding power of attorney over
                  its account. Dealer agrees to maintain all necessary account
                  documentation to comply with Federal, state, exchange and
                  self-regulatory association laws, rules and regulations.
                  Dealer agrees to provide all documents to such agencies when
                  so requested.

         c.       Dealer shall be responsible for its compliance with all laws,
                  rules and regulations of all Federal, state, exchange or
                  securities agencies having regulatory jurisdiction over the
                  affairs of Dealer.

         d.       Upon request, Dealer shall furnish AAI promptly with a copy
                  of: (i) its complete annual audit report; (ii) its complete
                  quarterly FOCUS report; (iii) its monthly FOCUS reports upon
                  AAI's request; (iv) written control procedures regarding order
                  entry and, (v) such other regulatory or financial reports as
                  AAI, in its sole discretion, deems appropriate.

         e.       Dealer shall comply with the position limits established from
                  time to time by OCC, CBOE, AMEX or any other exchange on which
                  options may be traded.

VII.     QUALIFIED SPREADS

         Dealer shall not instruct AAI to carry long and short options as a
         qualified spread unless all options to be included in a qualified
         spread are carried for Dealer, and any instructions by Dealer to carry
         options as part of a qualified spread shall be deemed to be a
         representation by Dealer to AAI to such effect. AAI shall have a lien
         as set forth in Paragraph XI on all long option contracts included as
         part of a qualified spread (and proceeds from any sale or disposition
         thereof), and such lien shall continue until: (i) the short option
         contracts included in such qualified spread have been closed out in a
         closing purchase transaction and Dealer has paid AAI the full purchase
         price with respect to such transaction; (ii) an exercise notice has
         been assigned to the short option contracts included in such qualified
         spread and AAI has informed Dealer that, based on the deposit of the
         underlying securities or other collateral satisfactory to AAI, AAI has
         released its lien on such long option contracts; (iii) the time for the
         assignment of an exercise notice to the short option contracts included
         in such qualified spread has expired; or, (iv) Dealer has specifically
         instructed AAI to treat such long option contracts as securities under
         the control of AAI, and AAI has informed Dealer in writing that it
         accepts such instruction.

VIII.    MARGIN

         AAI shall establish such initial or maintenance margin requirements as
         it deems appropriate from time to time with respect to Dealer and may
         revise or amend such requirements at any time and will provide notice
         to the Dealer according to reasonable and customary industry practice.
         Dealer shall comply with the Federal Reserve Board's Regulation X as a
         borrower of securities credit which incorporates Regulation T and the
         rules and regulations of the self-regulatory organizations having
         jurisdiction over the securities and non-securities transactions
         effected or held by AAI for Dealer.

IX.      DEBIT BALANCE

         AAI shall retain a lien upon all securities and collateral so long as
         there is any debit in the Account. Debit balances shall accrue interest
         on a daily basis at a rate per annum equal to one percent (1%) above
         the quoted broker's current call loan rate, such rate being subject to
         change, without prior notice, as the quoted broker's current call loan
         rate changes. A designated delivery versus payment (DVP) account shall
         not bear any interest charge.

X.       MONEY OR COLLATERAL CALLS

                                      -4-
<PAGE>

         Dealer shall satisfy money or collateral calls by 2:00 p.m. Chicago
         time the next business day following issuance or notification. In the
         event Dealer does not promptly satisfy such calls, AAI is authorized,
         in its sole discretion and without notification to Dealer, to take any
         and all steps AAI deems necessary to protect itself in connection with
         option positions carried or option transactions entered for the
         Account. Such steps include, but are not limited to, the right to
         buy-in short or sell long positions for the Account's risk all or a
         portion of the shares, options or other collateral carried by AAI for
         the Account in compliance with SEC Rule 15c3-3(c)(2). The failure of
         AAI to take such steps shall not be deemed acquiescence to the failure
         of Dealer to satisfy money or collateral calls and shall not preclude
         AAI from subsequently following any or all of the steps set forth
         above. Dealer further agrees that any and all expenses or losses
         incurred in this connection, including reasonable legal fees, shall be
         reimbursed to AAI.

XI.      SECURITIES LIEN

         In the event of a default by Dealer under this Agreement, Dealer hereby
         grants to AAI a lien on all securities in the Account, for all Dealer's
         obligations to AAI with respect to all transactions effected through
         and positions maintained in the Account and all other obligations from
         Dealer to AAI arising under this Agreement. AAI is authorized, in its
         discretion, for any reason whatsoever it deems necessary for AAI's
         protection, to sell any or all of the securities or other property
         which may be in its possession, or which AAI may be carrying for the
         Account, or to purchase any securities or other property of which the
         Account of Dealer may be short, or cancel any outstanding orders, to
         close out the Account on behalf of Dealer. Such sale, purchase or
         cancellation may be made according to AAI's judgment and may be made,
         at AAI's discretion, on the exchange or other market where such
         business is then usually transacted, or at public auction or at private
         sale, without advertising the same and upon notice to Dealer or upon
         personal representatives of Dealer according to reasonable and
         customary industry practice, and AAI may purchase the whole or any part
         thereof free from any right of redemption, and Dealer shall remain
         liable for any deficiency.

         A prior tender, demand or call of any kind from AAI, or prior notice
         from AAI, of the time and place of such sale or purchase shall not be
         considered a waiver of AAI's right to sell or buy any securities and/or
         other property held by AAI or owed AAI by Dealer, at any time. A lack
         of action on AAI's part shall not be considered a waiver of AAI's
         rights under this paragraph.

XII.     DEALER'S LOAN CONSENT

         Dealer hereby authorizes AAI to lend and hypothecate to itself as
         broker or to others any securities or other property maintained in the
         Account that are not securities under the control of AAI to the extent
         permitted by applicable SEC rules.

XIII.    EXERCISE OF VALUABLE OPTIONS

         OCC automatically exercises all equity and index options at expiration
         when such options reach designated levels and establishes cut-off times
         for the exercise of options. It is the responsibility of Dealer to
         notify AAI of any such options they do not desire to be exercised.
         Dealer shall have complete responsibility to instruct AAI to exercise
         any option that does not fall within the OCC parameters or does not
         have automatic execution parameters. Any profit or loss realized from
         the exercise of such option by AAI will be applied to Dealer's Account.
         Due to various exchange rules regarding trading halts (i.e. "circuit
         breakers"), the exchange may close trading early if various conditions
         exist. This may affect the closing price of securities and therefore
         the exercise of options. AAI shall have no duty to notify Dealer of any
         such trading halt and the exercise of options pursuant thereto. It
         shall be Dealer's sole responsibility to provide AAI with the exchange
         mandated contrary exercise instructions on the form provided by AAI. If
         AAI for any reason does or does not exercise any option, Dealer waives
         any and all claims for damage or loss which Dealer, its successors and
         assigns, may have at any time against AAI arising out of the fact that
         such option was or was not exercised. The authority granted AAI under
         this paragraph shall not include any responsibilities with respect to
         the liquidation of the underlying security if the option is exercised.

                                      -5-
<PAGE>

XIV.     UNCOVERED OPTIONS

         If Dealer writes an option contract without depositing the underlying
         security promptly, Dealer agrees to honor all assignments and deliver
         the underlying security to AAI during the prescribed time. If Dealer
         fails to deliver the underlying security promptly, AAI is authorized to
         act as Dealer's agent and buy-in such security at the then current
         market price. In such event, the Account shall be debited for any loss
         and AAI shall charge a fee and/or commission for this service.

XV.      ALLOCATION OF ASSIGNMENT NOTICES

         AAI will allocate assignment notices on a random basis, except that
         assignments in excess of nine contracts may first be randomly allocated
         to accounts holding short positions in excess of nine contracts, and
         assignments less than ten contracts may first be randomly allocated to
         accounts holding short positions less than ten contracts.

XVI.     MANNER, PLACE AND TIME OF DELIVERY AND PAYMENT

         Dealer agrees to deliver or accept delivery of all options in the
         manner and form provided for by OCC. For all options, AAI shall
         determine the place of delivery and payment procedures. AAI shall
         impose deadlines of not more than one hour earlier than applicable
         Exchange or OCC requirements for tendering exercise notices, making
         deliveries, or any settlement activity.

XVII.    COMMUNICATION

         a.       Dealer and AAI will mutually agree to methods of communication
                  and the number of access locations necessary to satisfy
                  Dealer. AAI shall not be responsible for any instructions or
                  orders which it does not receive due to malfunction of
                  communications equipment.

         b.       AAI will have discretion over the type and proper location of
                  communications equipment deemed necessary to render the most
                  efficient service to the Dealer.

         c.       Dealer and AAI mutually agree and consent to the recording of
                  telephone conversations with AAI or any of its employees or
                  agents, although AAI assumes no responsibility to do such or
                  retain such recordings. Further, Dealer waives any right to
                  object to the use of any such recording in any legal
                  proceeding between AAI and Dealer.

         d.       AAI and Dealer shall bear responsibility for their respective
                  errors, as determined in accordance with this Agreement and
                  the constitution and rules of the exchange on which the order
                  was executed, provided however, that AAI shall not be
                  responsible for any errors not reported prior to the opening
                  of the relevant contract, but not later than 11:00 a.m.
                  Chicago time on the following trade day.

XVIII.   COMPENSATION

         Dealer shall be charged fees, commissions and expenses (See Appendix).
         In addition, the Account will be charged on a monthly basis any
         interest in accordance with Paragraph IX.

XIX.     INDEMNIFICATION

         Dealer hereby agrees to indemnify, protect and hold harmless AAI from
         and against all claims, demands, proceedings, suits and actions and all
         liabilities, expenses and costs in connection herewith:

         a.       Dealer's failure to make payment for options purchased or
                  fails to promptly collateralize margin options sold;


                                      -6-
<PAGE>

         b.       Dealer's failure to meet any initial margin call or
                  maintenance call;

         c.       Dealer's failure to properly exercise the duties and
                  obligations with respect to this Agreement; or

         If any action or proceeding is brought by or against either party, the
         parties mutually agree to cooperate to the fullest extent possible in
         the defense or prosecution of such action or proceeding.

XX.      TERMINATION

         This Agreement may be terminated by either party upon 48 hours written
         notice by registered or certified mail, except that the lien and other
         rights of AAI hereunder shall continue as long as there remain any
         unsettled transactions or outstanding obligations from Dealer to AAI
         with respect to the Account. AAI, in its discretion, may immediately
         terminate this Agreement if any representations, warranties, duties,
         responsibilities, or obligations of Dealer shall not be true or duly
         performed or shall cease to become true or duly performed; provided,
         however, that the failure of AAI to terminate this Agreement shall not
         be deemed acquiescence in Dealer's misrepresentations or failure to
         perform its duties, responsibilities or obligations and shall not
         preclude AAI from subsequently terminating this Agreement. If AAI deems
         it necessary to terminate this relationship for a reason other than a
         violation of this Agreement, it shall allow Dealer 90 days to secure a
         new correspondent relationship. Upon termination, Dealer agrees to
         compensate AAI in accordance with Paragraph XI above for each transfer
         or closing transaction necessary to liquidate or close the account.

         The parties affirm and agree that neither the fixation of the
         conversion rate of any European currency against the Euro as a single
         currency, in accordance with the Treaty Establishing the European
         Economic Community, as amended by the Treaty on the European Union (the
         Maastricht Treaty), nor the conversion of any settlement obligations
         under this agreement from any European currency into Euro will be a
         reason for the early termination or revision of this Agreement or
         create any liability of one party towards the other party for any
         direct or consequential loss arising from any of these events.

XXI.     ARBITRATION

         The parties hereby consent to submit any dispute or controversy which
         may arise from or relate to this Agreement to arbitration before the
         NASD or an appropriate exchange. The parties further agree that such
         arbitration shall be held in Chicago, Illinois unless the rules of the
         NASD or an exchange require a different location.

XXII.    CONSTRUCTION

         This Agreement shall be construed and enforced under and in accordance
         with the laws of the State of Illinois without regard to its conflict
         of laws provisions. If any part, term or provision of this Agreement is
         held to be illegal or in conflict with the law of any state or any
         other law, the validity of the remaining portions or provisions shall
         not be affected, and the rights and obligations of the parties shall be
         construed and enforced as if this Agreement did not contain the
         particular part, term or provisions held to be invalid.

XXIII.   MISCELLANEOUS

         a.       The Chairman, President, Executive Vice Presidents or Senior
                  Vice Presidents of AAI are the only individuals authorized to
                  enter into this Agreement or other agreements on behalf of
                  AAI, or to modify any of the aforesaid agreements. Oral
                  statements shall under no circumstances be considered part of
                  the Agreement or otherwise legally binding on the parties
                  hereto.

         b.       Neither this Agreement nor the performance of the services
                  hereunder shall be considered to create a joint venture or
                  partnership between AAI and Dealer or between Dealer and other
                  brokers for whom AAI may perform the same or similar service.

                                      -7-
<PAGE>

         c.       For the purpose of delivery of any notice hereunder, the
                  addresses of the parties are set forth opposite their
                  respective signatures on the execution page hereof. Either
                  party may change its address for notice purposes by giving
                  written notice of the new address to the other party.

         d.       This Agreement shall be binding upon the parties hereto and
                  their respective successors and assigns, provided, however,
                  that no assignment of this Agreement shall be valid unless
                  expressly agreed to in writing by the other party or assigned
                  pursuant to the governing securities rules, regulations and
                  interpretations regarding the bulk transfer of accounts.

         e.       This Agreement is not intended to grant any right to, or
                  provide any basis for any claims by third parties.

IN WITNESS WHEREOF, the parties have hereunder affixed their hands as of the day
and year first above written.


ABN AMRO INCORPORATED              By: /s/ Lance E. Dominick
208 South LaSalle Street               ----------------------------------------
Chicago, Illinois 60604                Lance E. Dominick, Senior Vice President



WEB STREET SECURITIES, INC.        By: /s/ D. Jonathan Rosenberg
222 S. Riverside Plaza                 ----------------------------------------
11th Floor                             Signature
Chicago, Illinois  60606
                                       D. Jonathan Rosenberg,
                                       EVP/Chief Operating Officer
                                       ----------------------------------------
                                       Print Name and Title

                                      -8-
<PAGE>

                                  Appendix A
                     TO OMNIBUS OPTIONS CLEARING AGREEMENT
                      DATED: April 12, 2000 by & between
              ABN AMRO Incorporated & Web Street Securities, Inc.

Executions:
-----------
ABN AMRO Incorporated (AAI) will be compensated for all correspondent equity and
index option execution business on the American Stock Exchange, the Pacific
Exchange, the Philadelphia Stock Exchange and all equity execution business on
the Chicago Board Options Exchange at the rate of *** per contract.

ABN AMRO Incorporated (AAI) will be compensated for all correspondent index
option execution business on the Chicago Board Options Exchange at the rate of
*** per contract.

Clearance:
----------
o        ABN AMRO Incorporated will be compensated for the clearance of all
         option contracts at the rate of *** per contract.
o        In addition to the above stated rates all exchange transaction and OCC
         fees will be passed to the correspondent. (See attached copy)
o        All exercise and assignment notices settled through NSCC correspondent
         clearing will be billed at *** per notice regardless of size.
o        All exercise and assignment notices settled via DVP/RVP will be billed
         at *** per notice regardless of size.

Processing:
-----------
AAI will be compensated for all trades routed and executed through the CNESS
interface at the rate of *** per contract.

In consideration thereof AAI is to provide the following services, supplies and
facilities:

Execution Services:
-------------------
         Phone Clerk (s)
         Floor Support Personnel
         Floor Locations and Supplies
         Daily Recaps
         Trade Checking

Clearing Services:
------------------
         Margin Clerk (s)
         Support Trade Data Reports (Daily)
         - Daily Confirmations
         - Position Reports
         Support Trade Data Reports (Monthly)
         - Monthly Statement


                    /s/ Lance E. Dominick                      Dated: 8/11/2000
                    -----------------------------------------------------------
                    Lance E. Dominick, Senior Vice President
                    ABN AMRO Incorporated

                    /s/ D. Jonathon Rosenberg                  Dated: 8/11/2000
                    -----------------------------------------------------------
                    Web Street Securities, Inc.

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