AMERITRADE HOLDING CORP, S-1, 1996-12-09

AMERITRADE HOLDING CORP
S-1, 1996-12-09

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------

AMERITRADE HOLDING CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 6211 47-0642657
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>

4211 SOUTH 102ND STREET
OMAHA, NEBRASKA 68127
(402) 331-7856
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

ROBERT T. SLEZAK
AMERITRADE HOLDING CORPORATION
4211 SOUTH 102ND STREET
OMAHA, NEBRASKA 68127
(402) 331-7856

(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------

COPIES TO:

CAROL S. RIVERS, ESQ. WENDELL H. ADAIR, JR., P.C.
Mayer, Brown & Platt McDermott, Will & Emery
190 South LaSalle Street 227 West Monroe Street
Chicago, IL 60603 Chicago, IL 60606
(312) 782-0600 (312) 372-2000

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM
AGGREGATE OFFERING
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED PRICE(1)(2) AMOUNT OF REGISTRATION FEE
<S> <C> <C>
Class A Common Stock, $.01 par value...................... $50,000,000 $15,151.52
</TABLE>

(1) Includes shares of Class A Common Stock issuable upon exercise of an
over-allotment option granted to the underwriters.

(2) Estimated solely for purposes of determining the registration fee.
--------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 9, 1996.

AmeriTrade Holding Corporation

Class A Common Stock
($.01 PAR VALUE)
--------------

OF THE SHARES OF CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE (THE "CLASS A
STOCK"), OFFERED HEREBY, SHARES ARE BEING SOLD BY AMERITRADE HOLDING
CORPORATION (THE "COMPANY") AND SHARES ARE BEING SOLD BY CERTAIN
STOCKHOLDERS OF THE COMPANY NAMED HEREIN UNDER PRINCIPAL AND SELLING
STOCKHOLDERS (THE "SELLING STOCKHOLDERS"). THE COMPANY WILL NOT
RECEIVE ANY PROCEEDS OF THE SHARES SOLD BY THE SELLING
STOCKHOLDERS. SEE "PRINCIPAL AND SELLING STOCKHOLDERS" AND
"UNDERWRITING."

PRIOR TO THE OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE CLASS A STOCK. IT
IS ANTICIPATED THAT THE INITIAL PUBLIC OFFERING PRICE WILL BE BETWEEN $
AND $ PER SHARE. FOR INFORMATION RELATING TO THE FACTORS
CONSIDERED IN DETERMINING THE INITIAL PUBLIC OFFERING PRICE,
SEE "UNDERWRITING."

THE COMPANY HAS TWO CLASSES OF COMMON STOCK, THE CLASS A STOCK OFFERED HEREBY
AND CLASS B COMMON STOCK, PAR VALUE $.01 PER SHARE (THE "CLASS B STOCK" AND,
TOGETHER WITH THE CLASS A STOCK, THE "COMMON STOCK"). THE CLASS B STOCK IS
ENTITLED TO ELECT A MAJORITY OF THE DIRECTORS OF THE COMPANY AND IS
CONVERTIBLE ON A SHARE FOR SHARE BASIS INTO CLASS A STOCK. THE CLASS A STOCK
OFFERED HEREBY IS ENTITLED TO ELECT THE REMAINING DIRECTORS OF THE COMPANY.
THE COMPANY CURRENTLY HAS SIX DIRECTORS. EXCEPT WITH RESPECT TO THE ABILITY
TO ELECT DIRECTORS AND THE CONVERSION RIGHTS, THE CLASS A STOCK AND THE
CLASS B STOCK ARE IDENTICAL IN ALL RESPECTS. SEE "DESCRIPTION OF CAPITAL
STOCK." UPON COMPLETION OF THE OFFERING, CERTAIN STOCKHOLDERS AND THEIR
AFFILIATES WILL OWN APPROXIMATELY % OF THE CLASS A STOCK AND ALL OF THE
CLASS B STOCK, WHICH WILL CONSTITUTE APPROXIMATELY % OF THE
OUTSTANDING COMMON STOCK ( % IF THE UNDERWRITERS' OVER-ALLOTMENT OPTION
IS EXERCISED IN FULL). SEE "PRINCIPAL AND
SELLING STOCKHOLDERS."

APPLICATION WILL BE MADE TO LIST THE CLASS A STOCK ON THE NASDAQ NATIONAL MARKET
UNDER THE SYMBOL "AMTD."

FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH
AN INVESTMENT IN THE CLASS A STOCK SEE "RISK FACTORS" BEGINNING ON PAGE 8
HEREIN.
-------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDERS
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
PER SHARE....................... $ $ $ $
TOTAL(3)........................ $ $ $ $
</TABLE>

(1) THE COMPANY HAS AGREED TO INDEMNIFY THE SEVERAL UNDERWRITERS AGAINST CERTAIN
LIABILITIES, INCLUDING LIABILITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. SEE "UNDERWRITING."
(2) BEFORE DEDUCTION OF EXPENSES PAYABLE BY THE COMPANY ESTIMATED AT $ .
(3) THE COMPANY HAS GRANTED THE UNDERWRITERS AN OPTION, EXERCISABLE FOR 30 DAYS
FROM THE DATE OF THIS PROSPECTUS, TO PURCHASE A MAXIMUM OF ADDITIONAL
SHARES OF THE CLASS A STOCK TO COVER OVER-ALLOTMENTS OF SHARES. IF THE
OPTION IS EXERCISED IN FULL, THE TOTAL PRICE TO PUBLIC WILL BE $ ,
UNDERWRITING DISCOUNTS AND COMMISSIONS WILL BE $ AND PROCEEDS TO
COMPANY WILL BE $ . SEE "UNDERWRITING."
--------------

THE SHARES OF CLASS A STOCK OFFERED HEREBY ARE OFFERED BY THE SEVERAL
UNDERWRITERS WHEN, AS AND IF ISSUED BY THE COMPANY, AS APPLICABLE, DELIVERED BY
THE COMPANY AND THE SELLING STOCKHOLDERS TO AND ACCEPTED BY THE UNDERWRITERS AND
SUBJECT TO THEIR RIGHT TO REJECT ORDERS IN WHOLE OR IN PART. IT IS EXPECTED THAT
THE SHARES OF THE CLASS A STOCK WILL BE READY FOR DELIVERY ON OR ABOUT
, 1996.

CS FIRST BOSTON RAYMOND JAMES & ASSOCIATES, INC.

THE DATE OF THIS PROSPECTUS IS , 1996.
<PAGE>
INTELLIGENT SOLUTIONS FOR THE NEW INVESTOR

Combining innovative technology and a range of delivery systems with over 21
years of experience, AmeriTrade is able to provide sophisticated financial
services and efficient transaction execution while offering commissions that are
among the lowest in the industry.

[PICTURES]

EXPERIENCE
CONFIDENCE
SECURITY
INTEGRITY
TECHNOLOGY
PERFORMANCE

The Company intends to furnish its stockholders annual reports containing
audited consolidated financial statements and quarterly reports containing
unaudited interim information for the first three quarters of each fiscal year.
--------------

This Prospectus includes product names and trademarks of the Company and
other entities.
--------------

IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CLASS A STOCK
OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

DURING THE OFFERING, CERTAIN PERSONS AFFILIATED WITH PERSONS PARTICIPATING
IN THE DISTRIBUTION MAY ENGAGE IN TRANSACTIONS FOR THEIR OWN ACCOUNTS OR FOR THE
ACCOUNTS OF OTHERS IN THE CLASS A STOCK PURSUANT TO EXEMPTIONS FROM RULES 10b-6,
10b-7 AND 10b-8 UNDER THE SECURITIES EXCHANGE ACT OF 1934.

2
<PAGE>
UNIQUE BRANDING STRATEGY

By marketing a range of services and commission rates to targeted customers,
AmeriTrade believes that it appeals to a broader range of investors seeking
brokerage services at discount prices.

[PICTURES]

IMPLEMENTING THE POWER OF TECHNOLOGY

1988 -- AmeriTrade is the first brokerage firm to implement automated touchtone
telephone trading.

1994 -- AmeriTrade is the first brokerage firm to offer Internet trading.

1995 -- AmeriTrade offers trading via the Sharp Zaurus personal digital
assistant.

1996 -- AmeriTrade launches Accutrade FOR WINDOWS, the first online investing
system that permits individual investors to engage in program investing
and basket trading.

<PAGE>
INNOVATION, QUALITY SERVICES AND VALUE

Through more efficient operations, an increasing number of transactions and
the use of advanced technology, AmeriTrade strives to minimize costs, which
allows it to offer some of the best transaction values in the industry.

[PICTURES]

LEVERAGING THE VISION

Providing clearing and execution services permits AmeriTrade to expand its
customer base by allowing AmeriTrade to reach investors outside of its targeted
retail brokerage markets.

POWER
CONTROL
STABILITY
SERVICE
GROWTH
EFFICIENCY
ACCESS
LEADERSHIP
<PAGE>
PROSPECTUS SUMMARY

THE INFORMATION IN THIS SUMMARY IS QUALIFIED BY REFERENCE TO THE MORE
DETAILED FINANCIAL AND OTHER INFORMATION INCLUDED ELSEWHERE IN THIS PROSPECTUS.
UNLESS INDICATED OTHERWISE, THE INFORMATION CONTAINED IN THIS PROSPECTUS ASSUMES
(I) AN INITIAL PUBLIC OFFERING PRICE OF $ PER SHARE OF CLASS A STOCK (THE
MID-POINT OF THE ESTIMATED INITIAL PUBLIC OFFERING PRICE RANGE SET FORTH ON THE
COVER PAGE OF THIS PROSPECTUS) AND (II) NO EXERCISE OF THE UNDERWRITERS'
OVER-ALLOTMENT OPTION. ALL REFERENCES IN THIS PROSPECTUS TO THE "COMPANY" SHALL
REFER TO AMERITRADE HOLDING CORPORATION, A DELAWARE CORPORATION, ITS
SUBSIDIARIES AND ITS PREDECESSORS, UNLESS THE CONTEXT INDICATES OTHERWISE. THE
ENTIRE TEXT OF THIS PROSPECTUS AND DEMONSTRATIONS OF CERTAIN OF THE COMPANY'S
PRODUCTS ARE AVAILABLE ON THE CD-ROM ATTACHED TO THE INSIDE BACK COVER PAGE OF
THIS PROSPECTUS.

THE COMPANY

The Company is a technology and service driven provider of discount
securities brokerage and related financial services. The Company provides retail
brokerage services to individual investors throughout the United States and
internationally through a variety of electronic mediums, including the Internet,
and through registered representatives. The Company offers trade execution for
stocks, mutual funds, options and bonds, as well as market data and research.
The Company also provides clearing and execution services to its own retail
brokerage operations, as well as to independent broker-dealers, depository
institutions, registered investment advisors and financial planners. The Company
had approximately 111,000 active accounts as of September 27, 1996, an increase
from approximately 86,000 active accounts as of September 29, 1995. Average
daily trading volume during the month of October 1996 was approximately 4,200
executed transactions. This compares to an average daily trading volume of
approximately 3,700 executed transactions during fiscal 1996.

The Company has experienced significant growth over the past five years
while expanding profitability. Transaction volumes have increased at an average
annual rate of 45% from fiscal 1992 through fiscal 1996. Net revenues and net
income have grown at average annual rates of 43% and 61%, respectively, over the
same period. These increases, along with the Company's ability to leverage the
use of technology and its aggressive marketing, have resulted in an average
return on equity over the same five-year period of 51% and an operating margin
that has increased from 21% in fiscal 1992 to 34% in fiscal 1996.

The Company's leadership position in the discount brokerage industry is a
result of its unique approach to the delivery of retail brokerage and execution
and clearing services. Retail brokerage services are provided under four
distinct brand names, each of which offers a range of services and commission
rates designed to appeal to specific groups of investors within the discount
brokerage market. Accutrade, Inc. ("Accutrade") offers advanced technology
delivery systems to sophisticated investors. K. Aufhauser & Company, Inc.
("Aufhauser") provides third-party research and investment analysis to
experienced investors. Ceres Securities, Inc. ("Ceres") offers execution
services to customers who want minimal transaction costs. eBroker, a division of
the Company's subsidiary All American Brokers, Inc. ("All American"), provides
execution services exclusively through the Internet. This branding strategy
allows the Company to segment the marketplace, which enables it to align the
cost structures of its discount brokerage businesses with the level of services
desired by their customers. By providing clearing and execution services, the
Company is able to expand its customer base, provide synergies to the Company's
retail brokerage businesses and diversify its revenues.

The Company offers its retail brokerage customers the opportunity to conduct
business through a diversity of electronic mediums, including the Internet,
automated touchtone telephone, personal computer, the Sharp Zaurus personal
digital assistant and facsimile machine. During the quarter ended September 27,
1996, approximately 43% of the Company's transactions were generated through
electronic mediums. The Company also maintains a staff of over 130 registered
representatives to service customers directly. By combining innovative
technology and a range of delivery systems with over 21 years of industry
expertise, the Company is able to provide sophisticated services and efficient
transaction execution while

3
<PAGE>
offering commissions that are among the lowest in the industry. The Company
believes that its brokerage commissions are in most cases substantially lower
than those charged by full-commission or traditional discount brokerage firms
for similar transactions.

The Company also provides services to over 70 independent broker-dealers,
depository institutions, registered investment advisers and financial planners
through AmeriTrade Clearing, Inc. ("AmeriTrade Clearing") and AmeriVest, a
division of All American. AmeriTrade Clearing provides complete securities
transaction clearing and execution services to each of the Company's discount
brokerage businesses, as well as to independent broker-dealers. AmeriVest
provides discount brokerage services to depository institutions that do not
operate their own registered broker-dealers. Providing services to these
correspondents allows the Company to reach investors who rely on more
traditional investment services, such as investment advice, or who prefer to
deal with local or regional financial service providers. During the year ended
September 27, 1996, the delivery of financial services to unaffiliated
correspondents accounted for approximately 11% of the Company's net revenues.

BUSINESS STRATEGY

The Company believes that four significant trends currently drive growth in
the discount brokerage industry. First, the unbundling of brokerage services
from other financial and information services has permitted investors to pick
and choose among various financial and information service providers for
specified services. Second, consumers have expanded access to powerful
technology, which they are using with increasing frequency. Third, investors are
becoming more self-reliant and value-conscious with respect to their financial
matters. Finally, the growth in financial assets held by these individuals is
accelerating, due to the largest transference of wealth in history. See
"Business--Industry." The Company believes that its focus on innovative
technology and cost effective services permits it to take advantage of these
trends. The Company seeks to capitalize on the changing financial services
industry and to increase its market share by pursuing the following strategies:

- MARKET DISTINCT BRANDS TO SPECIFIC GROUPS OF DISCOUNT BROKERAGE
CUSTOMERS. The Company markets a range of services and commission rates
designed to appeal to specific groups of investors within the discount
brokerage market. By providing specified services to targeted customers in
the discount brokerage market, the Company believes that it appeals to a
broader range of investors seeking brokerage services at discount prices.
Accutrade provides more technologically advanced solutions than the
Company's other brands, including program trading and basket trading
available through Accutrade FOR WINDOWS. Aufhauser is marketed to
experienced investors seeking research and customer service. Aufhauser
also provides international investors interested in the U.S. securities
market with multi-lingual service and with toll-free telephone access from
36 countries. Ceres is directed at investors who are seeking simple and
efficient execution services at the lowest possible transaction cost.
eBroker serves investors who are comfortable with the Internet and prefer
to trade exclusively through electronic communication in exchange for
low-priced trade executions. Through this market segmentation approach,
the Company is able to deliver products and services tailored to the
specific needs of its customers in the most cost efficient manner. See
"Business-- Discount Securities Brokerage Services."

- CREATE TECHNOLOGICALLY INNOVATIVE SOLUTIONS TO INVESTOR NEEDS. The
Company is a technology leader in the retail brokerage and clearing and
execution businesses:

- In 1988, the Company was the first broker to implement automated
touchtone trading technology, which allows customers to place trades
and obtain quotes electronically using the telephone.

- In 1994, the Company became the first brokerage firm to offer trading
services over the Internet.

4
<PAGE>
- In 1995, the Company introduced a trading application for the Sharp
Zaurus personal digital assistant, which allows portable access to
trades, quotes, positions and balances.

- In 1996, the Company introduced Accutrade FOR WINDOWS, the first online
investing system that permits individual investors to engage in program
trading and basket trading.

- The Company recently completed the development and introduction of
AmeriTrade OnLine, a technologically advanced financial system for its
correspondents that integrates the products and services of some of the
world's foremost financial service vendors into one Internet-based
system.

The Company is actively pursuing additional technologies to service the
rapidly evolving financial services industry. See "Business--Strategic
Relationships" and "Business--Product Development."

- PROVIDE THE BEST TRANSACTION VALUES TO INVESTORS. The Company strives to
offer investors the best transaction values in the financial services
industry by providing specified services at prices that are among the
lowest in the industry. eBroker offers a flat $12.00 commission on
Internet-only trades for an equity order of any size. For investors who
want access to registered representatives as well as the Internet to place
trades, Ceres charges a flat $18.00 fee for an equity order of any size.
Investors desiring more services, such as increased technology, more
trading options or research, may use Aufhauser or Accutrade. Through more
efficient operations, an increasing number of transactions and the use of
advanced technology, the Company strives to minimize costs, which allows
it to offer some of the best transaction values in the industry.

- EXPAND CLEARING AND EXECUTION SERVICES TO CORRESPONDENTS. The Company
intends to continue to leverage the advanced technology offered to its
retail brokerage customers to increase its clearing and execution business
with correspondents. Providing clearing and execution services permits the
Company to expand its customer base by allowing the Company to reach
investors outside of its targeted retail brokerage markets. Providing
clearing and execution services for its own broker-dealer subsidiaries
allows the Company to realize efficiencies and achieve strategic
flexibility as a result of its ability to control the delivery of these
services without relying on third parties. In addition, the Company's
clearing and execution services diversify the Company's revenues. See
"Business--Clearing and Execution Services."

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

The Company was incorporated as a Nebraska corporation on December 16, 1981
and was reincorporated in the State of Delaware on October 2, 1996. The
Company's principal executive offices are located at 4211 South 102nd Street,
Omaha, Nebraska 68127, and its telephone number is (402) 331-7856.

5
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(in thousands, except per share and operating data)

The summary consolidated financial data should be read in conjunction with
the Consolidated Financial Statements and the Notes thereto included elsewhere
in this Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED
-------------------------------------------------------------------------
SEPTEMBER 25, SEPTEMBER 24, SEPTEMBER 30, SEPTEMBER 29, SEPTEMBER 27,
1992 1993 1994 1995 1996
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME
DATA:
Revenues:
Commissions and clearing fees.... $ 10,246 $ 16,910 $ 20,386 $ 23,977 $ 36,470
Interest revenue................. 3,980 5,838 9,856 16,297 22,518
Investment income and other...... 773 791 1,119 2,608 6,391
------------- ------------- ------------- ------------- -------------
Total revenues................. 14,999 23,539 31,361 42,882 65,379
Interest expense................. 1,852 2,258 3,912 7,862 11,040
------------- ------------- ------------- ------------- -------------
Net revenues................... 13,147 21,281 27,449 35,020 54,339
Expenses excluding interest........ 10,420 15,017 19,999 24,190 35,922
------------- ------------- ------------- ------------- -------------
Income before provision for income
taxes............................ 2,727 6,264 7,450 10,830 18,417
Provision for income taxes......... 1,086 2,119 2,619 3,799 7,259
------------- ------------- ------------- ------------- -------------
Net income......................... $ 1,641 $ 4,145 $ 4,831 $ 7,031 $ 11,158
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------

Earnings per share................. $ 0.18 $ 0.48 $ 0.60 $ 0.88 $ 1.39
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------

Weighted average shares
outstanding...................... 9,125 8,573 8,035 8,009 8,009

OPERATING DATA:
Average customer trades per day.... 841 1,220 1,519 2,055 3,670
Number of active accounts (1)...... n/a n/a 61,665 86,431 110,825
Average net revenue per trade...... $ 62 $ 69 $ 70 $ 67 $ 59
Operating margin (2)............... 21% 29% 27% 31% 34%
Return on average equity (3)....... 44% 69% 49% 47% 44%
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 27, 1996
SEPTEMBER 25, SEPTEMBER 24, SEPTEMBER 30, SEPTEMBER 29, --------------------------
1992 1993 1994 1995 ACTUAL AS ADJUSTED (4)
------------- ------------- ------------- ------------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET
DATA:
Cash and segregated
investments........... $ 40,592 $ 53,787 $ 101,352 $ 125,456 $ 191,436
Receivable from
customers and
correspondents........ 47,892 86,281 99,627 130,187 166,075
Total assets............ 93,267 151,228 216,991 287,105 401,679
Payable to customers and
correspondents........ 85,299 138,958 198,539 251,862 356,943
Notes payable........... -- -- -- 7,097 4,853
Stockholders' equity.... 4,394 7,831 12,473 19,504 30,662
</TABLE>

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

(1) Active accounts consist of those accounts at year end with activity in the
last twelve months.

(2) Operating margin is computed by dividing income before provision for income
taxes by net revenues.

(3) Return on average equity is computed by dividing net income by stockholders'
equity averaged on a quarterly basis.

(4) Adjusted to give effect to the sale of shares of Class A Stock offered
by the Company hereby at an assumed initial public offering price of $
per share and the receipt and application of the estimated net proceeds
therefrom to the Company. See "Use of Proceeds" and "Capitalization."

6
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Class A Stock offered by:
The Company..................... shares
The Selling Stockholders........ shares
Total......................... shares
Common Stock to be Outstanding
after the Offering:
Class A Stock................... shares
Class B Stock................... 852,750 shares
Total......................... shares
Voting Rights..................... Except as otherwise required by law and with respect to
the election of directors, the holders of Class A Stock
and the holders of Class B Stock have one vote per share
and vote as a single class with respect to all matters
submitted to a vote of the holders of Common Stock. The
Class B Stock is entitled to elect a majority of
directors of the Company. The Class A Stock is entitled
to elect the remainder of the directors of the Company.
The Company currently has six directors. Except with
respect to the ability to elect directors and the
conversion rights discussed below, the Class A Stock and
the Class B Stock are identical in all respects. If all
shares of Class B Stock are converted into Class A Stock
or if no shares of Class B Stock are otherwise
outstanding, the holders of Class A Stock will be
entitled to elect all of the directors of the Company,
subject to the rights of the holders of preferred stock,
if any. See "Description of Capital Stock--Common
Stock--Voting Rights."
Conversion of Class B Stock....... Each share of Class B Stock is convertible into one
share of Class A Stock at any time at the election of
the holder thereof. Each share of Class B Stock shall
automatically convert into one share of Class A Stock in
the event of a transfer of such share of Class B Stock
to any person other than J. Joe Ricketts, Marlene M.
Ricketts, the lineal descendants of J. Joe Ricketts and
Marlene M. Ricketts and their spouses or any trust or
other person or entity that holds Class B Stock for the
benefit of any of the foregoing (the "Control Group").
In addition, the Class B Stock shall automatically
convert on a share for share basis into Class A Stock if
the number of shares of outstanding Common Stock held by
the Control Group falls below 20% of the number of
shares of outstanding Common Stock. See "Description of
Capital Stock--Conversion Rights."
Use of Proceeds................... To retire the Company's existing debt, to expand the
Company's customer base through marketing activities and
for other corporate purposes. See "Use of Proceeds."
Dividends......................... The Company has never declared or paid any cash
dividends on its capital stock and does not anticipate
paying any cash dividends to its stockholders in the
foreseeable future. See "Dividend Policy."
Listing........................... Application will be made to list the Class A Stock on
the Nasdaq National Market.
Proposed Nasdaq Symbol............ AMTD
</TABLE>

7
<PAGE>
RISK FACTORS

IN DETERMINING WHETHER TO PURCHASE THE SHARES OF CLASS A STOCK BEING OFFERED
HEREBY, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS IN
ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS.

SECURITIES BUSINESS

Substantially all of the Company's revenues are derived from discount
securities brokerage and clearing and execution services. The securities
business is subject to fluctuations and is directly affected by national and
international economic conditions, broad trends in business and finance and
fluctuations in volume and price levels of securities transactions, all of which
are beyond the control of the Company. Reduced trading volume generally results
in reduced transaction revenues and decreased profitability. Severe market
fluctuations in the future could have a material adverse effect on the Company's
business, financial condition and operating results. The securities business is
also subject to various other risks, including customer default and employees'
misconduct, errors and omissions. Losses associated with these risks could have
a material adverse effect on the Company's business, financial condition and
operating results. The securities industry has undergone many fundamental
changes during the last two decades, including regulation and deregulation at
federal and state levels and consolidation. See "Business-- Industry." There can
be no assurance that future changes will not have a material adverse effect on
the Company's business, financial condition and operating results. In addition,
commissions charged to customers of discount brokerage services have steadily
decreased, and the Company expects such decreases to continue. There can be no
assurance that such decreases will not have a material adverse effect on the
Company's business, financial condition and operating results. See
"--Competition."

LOSS OF FUTURE ORDER FLOW PAYMENTS

The Company has arrangements with several execution agents to receive cash
payments in exchange for routing trade orders to these firms for execution.
Although this practice of receiving payments for order flow is widespread in the
securities industry, it has come under increased scrutiny in recent years.
Furthermore, competition between execution agents has narrowed the spread
between bid and ask prices, which has made it less profitable for execution
agents to offer order flow payments to broker-dealers. The revenues received by
the Company under these arrangements for the year ended September 27, 1996
amounted to approximately 15% of net revenues. The Company expects such payments
to decrease as competition increases; however, the Company has taken steps and
intends to take further steps to mitigate the financial impact of the loss of
these revenues on the Company. See "Business--Investments." Nevertheless, there
can be no assurance that the loss of any significant portion of these revenues
will not have a material adverse effect on the Company's business, financial
condition and operating results. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

EVOLVING MARKETS AND TECHNOLOGIES

During the quarter ended September 27, 1996, approximately 43% of the
Company's transactions were generated through electronic mediums, including the
Internet. The market for electronic discount brokerage services is at an early
stage of development and is rapidly evolving. As is typical for new and rapidly
evolving industries, demand and market acceptance for recently introduced
services and products are subject to a high level of uncertainty. The Company's
services over the Internet, automated touchtone telephone and personal computer
involve alternative approaches to securities transactions and, as a result,
intensive marketing and sales efforts may be necessary to educate prospective
customers regarding the uses and benefits of the Company's electronic discount
brokerage services and products. Consumers who already obtain brokerage services
from more traditional full-commission brokerage firms, or even discount brokers,
may be reluctant or slow to change to obtaining brokerage services over the
Internet, automated touchtone telephone and personal computer. Moreover, the
security and privacy concerns of existing and potential users of the Company's
services may inhibit the growth of electronic discount brokerage trading.

8
<PAGE>
In addition, the Company's future success will depend, in part, on its ability
to develop and use leading technologies, respond to technological advances,
enhance its existing services and products and develop new services and products
on a timely and cost-effective basis. There can be no assurance that the market
for electronic discount brokerage services will continue to grow, or that the
Company will be successful in effectively developing or using new technologies,
responding to technological advances or developing, introducing or marketing
service and product enhancements or new services and products. See
"Business--Product Development."

During the quarter ended September 27, 1996, approximately 17% of the
Company's transactions were generated over the Internet. Sales of some of the
Company's services and products will depend upon the broader adoption of the
Internet by consumers as a medium for commerce and communication. Use of the
Internet depends on the development of the necessary infrastructure and
complementary services and products, such as high speed modems and high speed
communication lines. As the number of users and amount of traffic on the
Internet continues to increase, there can be no assurance that the Internet
infrastructure will continue to be able to support the demands placed on it. In
addition, delays in the development or adoption of new standards and protocols
to handle increased levels of Internet activity or increased governmental
restrictions could impede further use of the Internet. Moreover, consumer
concerns about the Internet (including security, reliability, cost, ease of use,
accessibility and quality of service) remain unresolved and may negatively
affect the growth of Internet use. As a result, there can be no assurance that
the number of the Company's transactions generated over the Internet will
continue to increase.

COMPETITION

The market for discount brokerage services, particularly electronic
brokerage services, is new, rapidly evolving and intensely competitive. The
Company expects competition to continue and intensify in the future. The Company
encounters direct competition from approximately 100 other discount brokerage
firms, many of which provide electronic brokerage services. These competitors
include such discount brokerage firms as Charles Schwab & Co., Inc., Fidelity
Brokerage Services, Inc., Waterhouse Securities, Inc., Quick & Reilly, Inc. and
E*Trade Group, Inc. The Company also encounters competition from established
full-commission brokerage firms as well as financial institutions, mutual fund
sponsors and other organizations, some of which provide electronic brokerage
services. The clearing business is also highly competitive. The Company's
clearing broker subsidiary, AmeriTrade Clearing, competes with over 40 firms
that provide clearing and execution services to the securities industry.

A number of the Company's competitors have significantly greater financial,
technical, marketing and other resources than the Company. Some of the Company's
competitors also offer a wider range of services and financial products than the
Company and have greater name recognition and more extensive customer bases than
the Company. These competitors may be able to respond more quickly to new or
changing opportunities, technologies and customer requirements than the Company
and may be able to undertake more extensive promotional activities, offer more
attractive terms to customers and adopt more aggressive pricing policies than
the Company. Moreover, current and potential competitors have established or may
establish cooperative relationships among themselves or with third parties to
enhance their services and products. The Company expects that new competitors or
alliances among competitors will emerge and may acquire significant market
share.

The general financial success of companies within the securities industry
over the past several years has strengthened existing competitors. The Company
believes that such success will continue to attract new competitors to the
industry, such as depository institutions, software development companies,
insurance companies, providers of online financial and information services and
others. Commercial depository institutions and other financial institutions have
become a competitive factor in the securities industry by offering their
customers certain financial services traditionally provided by brokerage firms.
While it is not possible to predict the type and extent of competitive services
that commercial depository institutions and

9
<PAGE>
other financial institutions ultimately may offer or whether regulatory or
legislative barriers will be repealed or modified, brokerage firms such as the
Company may be adversely affected by such competition.

There can be no assurance that the Company will be able to compete
effectively with current or future competitors or that the competitive pressures
faced by the Company will not have a material adverse effect on the Company's
business, financial condition and operating results. See
"Business--Competition."

DEPENDENCE ON COMPUTER SYSTEMS

The Company receives and processes trade orders through a variety of
electronic mediums, including the Internet, automated touchtone telephone,
personal computer and the Sharp Zaurus personal digital assistant. These methods
of trading are heavily dependent on the integrity of the electronic systems
supporting them. Extraordinary trading volumes could cause the Company's
computer systems to operate at an unacceptably low speed or even fail. The
Company has never experienced a systems failure that has resulted in a material
loss to the Company. However, any significant degradation or failure of the
Company's computer systems or any other systems in the trading process (e.g.,
online service providers, record keeping and data processing functions performed
by third parties and third-party software such as Internet browsers) could cause
customers to suffer delays in trading. Such delays could cause substantial
losses for customers and could subject the Company to claims from customers for
losses, including litigation claiming fraud or negligence. There can be no
assurance that the Company's network structure will operate appropriately in the
event of a computer systems failure or that, in the event of a tornado, fire or
any other natural disaster, power or telecommunications failure, act of God or
war, the Company will be able to prevent an extended computer systems failure.
Any computer systems failure that causes interruptions in the Company's
operations could have a material adverse effect on the Company's business,
financial condition and operating results. See "Business--Systems".

DEPENDENCE ON KEY PERSONNEL

The Company's business is dependent upon a small number of key executive
officers, principally J. Joe Ricketts, the Company's Chairman and Chief
Executive Officer. The Company has employment agreements with J. Joe Ricketts,
Joseph A. Konen, President and Chief Operating Officer, and Robert T. Slezak,
Vice President, Chief Financial Officer and Treasurer. The Company does not
maintain any "key person" life insurance policy on any of its executives for the
benefit of the Company. The loss of the services of any of the key personnel or
the inability to identify, hire, train and retain other qualified personnel in
the future could have a material adverse effect on the Company's business,
financial condition and operating results. See "Business--Employees" and
"Management--Executive Officer Compensation--Employment Agreements."

OWNERSHIP AND CONTROL BY AFFILIATES

Upon completion of the Offering, J. Joe Ricketts, Marlene M. Ricketts, and
trusts held for the benefit of their children, grandchildren and their spouses
(collectively, the "Ricketts Family") will own approximately % of the Class A
Stock and all of the Class B Stock, which will constitute approximately % of
the Common Stock ( % if the Underwriters' over-allotment option is exercised in
full). See "Principal and Selling Stockholders." As a result, the Ricketts
Family will have the ability to control all fundamental matters affecting the
Company, including the election of the majority of the directors of the Company,
the acquisition or disposition of the Company's assets, the future issuance of
Common Stock or other securities of the Company and the declaration of any
dividend payable on the Common Stock. In addition, the Ricketts Family could
convert a portion of its Class B Stock into Class A Stock and subsequently
dispose of such shares, thereby substantially reducing its economic interest in
the Company while retaining the ability to elect the majority of the directors
of the Company. However, all the Class B Stock shall automatically convert into
Class A Stock if the number of shares of outstanding Common Stock held by the

10
<PAGE>
Control Group, which includes the Ricketts Family and its lineal descendants,
falls below 20% of the total number of shares of outstanding Common Stock. See
"Description of Capital Stock--Conversion Rights."

STRATEGIC ACQUISITIONS AND RELATIONSHIPS

The Company has pursued and may in the future pursue strategic acquisitions
of complementary businesses and technologies. Acquisitions entail numerous
risks, including difficulties in the assimilation of acquired operations and
products, diversion of management's attention to other business concerns,
amortization of acquired intangible assets and potential loss of key employees
of acquired companies. There can be no assurance that the Company will be able
to integrate successfully any operations, personnel, services or products that
might be acquired in the future or that any acquisition will enhance the
Company's business, financial condition or operating results. The Company has
established a number of strategic relationships with online service providers
and information service providers. There can be no assurance that any such
relationships will be maintained, that if such relationships are maintained,
they will be successful or profitable or that the Company will be successful in
developing any new strategic alliances. See "Business--Strategic Relationships."

CLEARING OPERATIONS

AmeriTrade Clearing provides clearing and execution services to each of the
Company's discount brokerage businesses, as well as to independent
broker-dealers, depository institutions, registered investment advisors and
financial planners. Clearing services include the confirmation, receipt,
settlement and delivery functions involved in securities transactions. As a
clearing broker, AmeriTrade Clearing also assumes direct responsibility for the
possession and control of customer securities and other assets and the clearance
of customer securities transactions. Clearing brokers are subject to substantial
regulatory control and examination. Errors in performing clearing functions or
reporting could lead to civil penalties imposed by the Securities and Exchange
Commission (the "SEC"), the National Association of Securities Dealers, Inc.
(the "NASD"), other self-regulatory organizations ("SROs") and other regulatory
bodies. Errors in the clearing process also may lead to civil liability for
actions in negligence brought by parties who are financially harmed as a result
of clerical errors related to the handling of customer funds and securities.
There can be no assurance that any of such errors will not have a material
adverse effect on the Company's business, financial condition and operating
results.

In connection with its clearing and execution services, the Company makes
margin loans to customers collateralized by customer securities and periodically
borrows securities to cover trades. By permitting customers to purchase
securities on margin, the Company is subject to risks inherent in extending
credit, especially during periods of rapidly declining markets in which the
value of the collateral held by the Company could fall below the amount of a
customer's indebtedness. In addition, under specific regulatory guidelines, the
Company collateralizes borrowings of securities by depositing cash or securities
with lending institutions. Failure to maintain cash deposit levels at all times
at least equal to the value of the related securities can subject the Company to
risk of loss should there be sharp changes in market values of substantial
amounts of securities and parties to the borrowing transactions fail to honor
their commitments. See "Business--Operations."

ENCRYPTION TECHNOLOGY

The Company relies on encryption and authentication technology, including
public key cryptography technology licensed from Netscape Communications, Inc.
to provide the security and authentication necessary to effect secure
transmission of confidential information over the Internet. There can be no
assurance that advances in computer capabilities, new discoveries in the field
of cryptography or other events or developments will not result in a compromise
or breach of the Netscape technology or other algorithms used by the Company to
protect customer transaction data. Any such compromise of the

11
<PAGE>
Company's security could have a material adverse effect on the Company's
business, financial condition and operating results.

RELATED PARTY TRANSACTIONS AND POTENTIAL CONFLICTS

The Company has entered into a certain lease transaction with the Ricketts
Family and will continue to enter into similar transactions in the future. The
Company's intention is that all such transactions will be on terms at least as
favorable to the Company as would be obtainable in arm's-length dealings with
unrelated third persons. However, the ongoing relationship between the Company
and the Ricketts Family may result in conflicts of interest between the Company
and the Ricketts Family, which may result in action taken by the Company that
does not fully reflect the interests of all stockholders of the Company. In
order to minimize any conflict of interest, the fairness and reasonableness of
any compensation paid to the Ricketts Family or their affiliates by the Company
and any material transaction between the Ricketts Family or its affiliates and
the Company in the future will be subject to approval by a majority of the
independent members of the Board of Directors of the Company (the "Board") or by
an independent firm selected by such members. See "Certain Transactions."

GOVERNMENT REGULATION

The securities industry in the United States is subject to extensive
regulation under both federal and state laws. In addition, the SEC, the NASD,
other SROs, such as the various stock exchanges, and other regulatory bodies,
such as state securities commissions, require strict compliance with their rules
and regulations. As a matter of public policy, regulatory bodies are charged
with safeguarding the integrity of the securities and other financial markets
and with protecting the interests of customers participating in those markets,
and not with protecting the interests of the Company's stockholders.
Broker-dealers are subject to regulations covering all aspects of the securities
business, including sales methods, trade practices among broker-dealers, use and
safekeeping of customers' funds and securities, capital structure, record
keeping and the conduct of directors, officers and employees. AmeriTrade
Clearing also is required to comply with many complex laws and rules as a
clearing broker, including rules relating to possession and control of customer
funds and securities, margin lending and execution and settlement of
transactions. Failure to comply with any of these laws, rules or regulations
could result in censure, fine, the issuance of cease-and-desist orders or the
suspension or expulsion of a broker-dealer or any of its officers or employees,
any of which could have a material adverse effect on the Company's business,
financial condition and operating results.

The Company has recently initiated an aggressive marketing campaign designed
to bring greater brand name recognition to its product lines. All marketing
activities by the Company's subsidiaries are regulated by the NASD. The NASD can
impose certain penalties, including censure, fine, suspension of all
advertising, the issuance of cease-and-desist orders or the suspension or
expulsion of a broker-dealer and certain of its officers or employees for
violations of the NASD's advertising regulations.

It is the Company's intent to expand its business in United States
securities to other countries. In order to expand its services internationally,
the Company must comply with regulatory controls of each specific country in
which it conducts business. The brokerage industry in many foreign countries is
heavily regulated. The varying compliance requirements of these different
regulatory jurisdictions may limit the Company's ability to expand
internationally. See "Business--Government Regulation."

NET CAPITAL REQUIREMENTS

The SEC, the NASD and various other regulatory agencies have stringent rules
with respect to the maintenance of specific levels of net capital by securities
brokers, including the SEC's Uniform Net Capital Rule (the "Net Capital Rule"),
which governs each of the Company's subsidiaries. Failure to maintain the
required net capital may subject a firm to suspension or revocation of
registration by the SEC and

12
<PAGE>
suspension or expulsion by the NASD and other regulatory bodies and ultimately
could require the firm's liquidation. In addition, a change in the net capital
rules, the imposition of new rules or any unusually large charge against net
capital could limit those operations of the Company that require the intensive
use of capital, such as the financing of customer account balances, and also
could restrict the Company's ability to withdraw capital from its brokerage
subsidiaries, which in turn could limit the Company's ability to pay dividends,
repay debt and repurchase shares of its outstanding stock. A significant
operating loss or any unusually large charge against net capital could adversely
affect the ability of the Company to expand or even maintain its present levels
of business, which could have a material adverse effect on the Company's
business, financial condition and operating results. See "Business--Government
Regulation."

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

The Company currently anticipates that its available cash resources and
credit facilities, combined with the net proceeds to the Company from the
Offering, will be sufficient to meet its presently anticipated working capital
and capital expenditure requirements for the foreseeable future based on known
and reasonably estimated trends. However, if the Company needs to raise
additional funds in order to support more rapid expansion, develop new or
enhanced services and products, respond to competitive pressures, acquire
complementary businesses or technologies or respond to unanticipated
requirements, there can be no assurance that additional financing will be
available when needed on terms favorable to the Company. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have approximately
shares of Common Stock outstanding, including shares of Class A Stock
offered hereby and 7,697,650 "restricted" shares of Common Stock. The shares of
Class A Stock offered hereby will be freely tradeable without restriction or
further registration under the Securities Act of 1933, as amended (the
"Securities Act"), by persons other than "affiliates" of the Company within the
meaning of Rule 144 promulgated under the Securities Act. The holders of
restricted shares generally will be entitled to sell these shares in the public
securities market without registration under the Securities Act to the extent
permitted by Rule 144 (or Rule 145, as applicable) promulgated under the
Securities Act or any exemption under the Securities Act. Of the 7,697,650
restricted shares, 7,568,743 shares of Common Stock are currently eligible for
sale under Rule 144, and 128,907 shares of Common Stock will be eligible for
sale under Rule 144 beginning in November 1998. Certain employees of the Company
purchased 59,462 shares of Class A Stock from J. Joe Ricketts in November 1996.
Although those shares will be eligible for sale under Rule 144 beginning in
November 1998, the respective stock purchase agreements between such employees
and Mr. Ricketts prohibit the sale of such shares until May 1999, subject to
certain limited exceptions. In addition, the Company intends to register under
the Securities Act 500,000 shares of Class A Stock reserved for issuance under
its employee stock option plan. See "Management--Executive Officer
Compensation--1996 Long Term Incentive Plan."

Each of the Company, its directors and officers, the Selling Stockholders
and certain other stockholders has agreed that it will not offer, sell, contract
to sell, announce its intention to sell, pledge or otherwise dispose of,
directly or indirectly, or file with the SEC a registration statement under the
Securities Act relating to, any additional shares of the Class A Stock or
securities convertible into or exchangeable or exercisable for any shares of the
Class A Stock without the prior written consent of CS First Boston Corporation
for a period of 180 days after the date of this Prospectus, except, in the case
of the Company, issuances pursuant to the exercise of employee stock options
granted under the Company's existing employee benefit plans and, in the case of
the directors and officers, Selling Stockholders and certain other stockholders,
gifts and pledges of shares where the donees or pledgees, as the case may be,
agree in writing to be bound by the terms of such agreement. See "Shares
Eligible for Future Sale" and "Underwriting."

13
<PAGE>
Future sales of a substantial amount of Class A Stock in the public market,
or the perception that such sales may occur, could adversely affect the market
price of the Class A Stock prevailing from time to time in the public market.
See "Shares Eligible for Future Sale."

LACK OF PRIOR MARKET FOR CLASS A STOCK

Prior to the Offering, there has been no public market for the Class A
Stock. The Company will apply for quotation of the Class A Stock on the Nasdaq
National Market under the trading symbol "AMTD". There can be no assurance that
an active public market will develop or be sustained for the Class A Stock. The
initial public offering price will be determined through negotiations between
the Company, the Selling Stockholders and the representatives of the
Underwriters and may not be indicative of the market price for the Class A Stock
after the completion of the Offering. The market price of the Class A Stock
after completion of the Offering could be subject to significant fluctuations in
response to quarterly variations in operating results, announcements of
technological innovations or new software, services or products by the Company
or its competitors, changes in financial estimates by securities analysts or
other events or factors, many of which are beyond the Company's control. In
addition, the stock market has experienced significant price and volume
fluctuations that have particularly affected the market prices of equity
securities of many technology companies and that often have been unrelated to
the operating performance of such companies. These broad market fluctuations may
adversely affect the market price of the Class A Stock. There can be no
assurance that purchasers of Class A Stock will be able to resell their Class A
Stock at prices equal to or greater than the initial public offering price. See
"Underwriting."

DILUTION

Purchasers in the Offering will experience immediate and substantial
dilution in the net tangible book value per share of their investment in the
Class A Stock. See "Dilution."

14
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the Offering are estimated to be
approximately $ million ($ million if the Underwriters' over-allotment
option is exercised in full) assuming an initial public offering price of
$ per share (the mid-point of the estimated range of the initial public
offering price set forth on the cover of this Prospectus) and after deducting
underwriting discounts and commissions and estimated offering expenses. The
Company will not receive any proceeds from the sale of shares of Class A Stock
by the Selling Stockholders. Approximately $4.9 million of the net proceeds to
the Company will be used to repay borrowings under the Company's credit
facility. These borrowings mature through 1999 and bear interest at a variable
rate, which at September 27, 1996 was 9.25%. See "Management's Discussion and
Analysis of Financial Condition and Results of Operation--Liquidity and Capital
Resources--Bank Loan Agreement." The remainder of the net proceeds will be used
to expand the Company's customer base through marketing activities and the
development and acquisition of new forms of technology to be used in the
Company's business. The Company may also use a portion of the proceeds for other
general corporate purposes, including to acquire complementary businesses and to
increase the net capital of AmeriTrade Clearing. See "Risk Factors--Strategic
Acquisitions and Relationships." The Company does not currently have any
agreements with respect to any such acquisitions. Prior to the application of
the net proceeds to the Company as described above, such funds will be invested
in short-term investment grade securities.

15
<PAGE>
DIVIDEND POLICY

The Company has never declared or paid any cash dividends on its capital
stock and does not anticipate paying any cash dividends to its stockholders in
the foreseeable future. The Company currently intends to retain all future
earnings to finance the continued expansion and operation of its business. The
Company's Certificate of Incorporation provides that any cash dividend declared
must be paid equally on a per share basis on the Class A Stock and the Class B
Stock. See "Description of Capital Stock--Common Stock--Dividend Rights." Any
determination as to the payment of dividends will be made by the Board and will
depend upon the Company's future results of operations, financial condition,
capital requirements and such other factors as the Board considers appropriate.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

DILUTION

The net tangible book value of the Common Stock at September 27, 1996 was
approximately $24.0 million, or $2.99 per share. Net tangible book value per
share is determined by dividing the number of outstanding shares of Common Stock
into the net tangible book value of the Company. After giving effect to the
Offering, the pro forma net tangible book value of the Common Stock at September
27, 1996 would have been approximately $ million, or $ per share. This
represents an immediate increase in the net tangible book value of $ per
share to present stockholders and an immediate dilution of $ per share to
new investors purchasing shares at an assumed initial public offering price of
$ per share. The following table illustrates this per share dilution in net
tangible book value:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share....................... $
Net tangible book value per share at September 27, 1996............. $ 2.99
Increase per share attributable to new investors....................
Pro forma net tangible book value per share after the Offering........
---------
Net tangible book value dilution per share to new investors........... $
---------
---------
</TABLE>

The following table summarizes the difference between existing stockholders
and new investors with respect to the number of shares of Common Stock purchased
from the Company, the total consideration paid to the Company and the average
price paid per share:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
----------------------- ------------------------- AVERAGE PRICE
NUMBER PERCENTAGE AMOUNT PERCENTAGE PER SHARE
---------- ----------- ------------ ----------- ---------------
<S> <C> <C> <C> <C> <C>
Existing stockholders........................... 8,008,650 % $ 1,101,668 % $ 0.14
New investors................................... $
---------- ----- ------------ -----
Total....................................... 100% 100%
---------- ----- ------------ -----
---------- ----- ------------ -----
</TABLE>

16
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company at
September 27, 1996 and as adjusted to give effect to the Offering and the
application of the net proceeds therefrom to the Company. See "Use of Proceeds."
This information should be read in conjunction with the Consolidated Financial
Statements and the Notes thereto and the other information included elsewhere in
this Prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 27, 1996
--------------------------
ACTUAL AS ADJUSTED
--------- ---------------
(IN THOUSANDS)
<S> <C> <C>
Long-term debt:
Bank Loan Agreement (1)................................................................. $ 4,853 $ --
--------- ---
Total debt........................................................................ 4,853 --
Stockholders' equity:
Class A Stock, par value $.01 per share, 25,000,000 shares authorized, 7,155,900 shares
issued and outstanding................................................................ 72
Class B Stock, par value $.01 per share, 2,000,000 shares authorized, 852,750 shares
issued and outstanding................................................................ 9 9
Additional paid-in-capital.............................................................. 857
Retained earnings....................................................................... 29,724
--------- ---
Total stockholders' equity............................................................ 30,662
--------- ---
Total capitalization................................................................ $ 35,515 $
--------- ---
--------- ---
</TABLE>

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

(1) For a description of the Bank Loan Agreement, see "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources--Bank Loan Agreement" and Note 3 to the Consolidated
Financial Statements.

17
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected consolidated financial information
with respect to the Company that has been derived from the audited consolidated
financial statements for the years indicated. This selected consolidated
financial information should be read in conjunction with the Consolidated
Financial Statements and Notes thereto and the discussion under "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED
-------------------------------------------------------------------------
SEPTEMBER 25, SEPTEMBER 24, SEPTEMBER 30, SEPTEMBER 29, SEPTEMBER 27,
1992 1993 1994 1995 1996
------------- ------------- ------------- ------------- -------------
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME DATA:
Revenues:
Commissions and clearing fees......... $ 10,246 $ 16,910 $ 20,386 $ 23,977 $ 36,470
Interest revenue...................... 3,980 5,838 9,856 16,297 22,518
Equity income (loss) from
investments......................... -- (240) (575) 543 3,359
Gain from sale of partnership
interest............................ -- -- -- 584 --
Other................................. 773 1,031 1,694 1,481 3,032
------------- ------------- ------------- ------------- -------------
Total revenues...................... 14,999 23,539 31,361 42,882 65,379
Interest expense...................... 1,852 2,258 3,912 7,862 11,040
------------- ------------- ------------- ------------- -------------
Net revenues........................ 13,147 21,281 27,449 35,020 54,339
Expenses excluding interest:
Employee compensation and benefits.... 4,186 5,368 6,538 8,482 14,050
Commissions and clearance............. 1,474 1,447 1,717 2,517 2,531
Communications........................ 890 1,289 1,892 2,353 3,686
Occupancy and equipment costs......... 650 970 1,412 1,627 2,890
Advertising and promotion............. 2,091 3,928 5,987 4,842 7,537
Provision for losses.................. 24 131 266 1,429 148
Amortization of goodwill.............. 7 7 7 94 363
Other................................. 1,098 1,877 2,180 2,846 4,717
------------- ------------- ------------- ------------- -------------
Total expenses excluding interest... 10,420 15,017 19,999 24,190 35,922
------------- ------------- ------------- ------------- -------------
Income before provision for income
taxes................................. 2,727 6,264 7,450 10,830 18,417
Provision for income taxes.............. 1,086 2,119 2,619 3,799 7,259
------------- ------------- ------------- ------------- -------------
Net income.............................. $ 1,641 $ 4,145 $ 4,831 $ 7,031 $ 11,158
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------

Earnings per share...................... $ 0.18 $ 0.48 $ 0.60 $ 0.88 $ 1.39
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------

Weighted average shares outstanding..... 9,125 8,573 8,035 8,009 8,009

OPERATING DATA:
Average customer trades per day......... 841 1,220 1,519 2,055 3,670
Number of active accounts (1)........... n/a n/a 61,665 86,431 110,825
Average net revenue per trade........... $ 62 $ 69 $ 70 $ 67 $ 59
Operating margin (2).................... 21% 29% 27% 31% 34%
Return on average equity (3)............ 44% 69% 49% 47% 44%

SEPTEMBER 25, SEPTEMBER 24, SEPTEMBER 30, SEPTEMBER 29, SEPTEMBER 27,
1992 1993 1994 1995 1996
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and segregated investments......... $ 40,592 $ 53,787 $ 101,352 $ 125,456 $ 191,436
Receivable from customers and
correspondents........................ 47,892 86,281 99,627 130,187 166,075
Total assets............................ 93,267 151,228 216,991 287,105 401,679
Payable to customers and
correspondents........................ 85,299 138,958 198,539 251,862 356,943
Notes payable........................... -- -- -- 7,097 4,853
Stockholders' equity.................... 4,394 7,831 12,473 19,504 30,662
</TABLE>

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

(1) Active accounts consist of those accounts at year end with activity in the
last twelve months.

(2) Operating margin is computed by dividing income before provision for income
taxes by net revenues.

(3) Return on average equity is computed by dividing net income by stockholders'
equity averaged on a quarterly basis.

18
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Consolidated
Financial Statements and Notes thereto included elsewhere in this Prospectus.
This discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results may differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including, but not limited to, those set forth under "Risk Factors" and
elsewhere in this Prospectus.

OVERVIEW

The Company was established in 1971 and has conducted its operations in the
discount brokerage industry since 1975. The Company's consolidated financial
statements include the accounts of AmeriTrade Holding Corporation and its wholly
owned discount brokerage subsidiaries, Accutrade, Aufhauser, Ceres and All
American, and its wholly owned securities clearing subsidiary, AmeriTrade
Clearing. The Company began to provide clearing and execution services for its
own broker-dealer subsidiaries and for independent correspondents in 1983.
Throughout the 1980s, the Company's discount securities brokerage and clearing
and execution businesses experienced significant growth, both in terms of number
of accounts and trading volume. In the 1990s, the Company has continued to grow
and has diversified its services through the formation of Ceres in 1994 and
eBroker in 1996. In July 1995, the Company acquired the net assets of Aufhauser
for approximately $7.6 million in cash. Of the total purchase price, $7.0
million was allocated to goodwill, which is being amortized over a 20 year
period. In October 1995, the Company acquired the net assets of All American for
approximately $0.2 million.

The Company's revenues consist primarily of transaction revenues and
interest revenues. Transaction revenues include brokerage commissions,
securities transaction clearing fees and payments based on order flow. Interest
revenues are generated by charges to customers on debit balances maintained in
brokerage accounts and the investment of cash from operations and cash
segregated in compliance with federal regulations in short-term marketable
securities.

Interest expense consists of amounts paid or payable to customers based on
credit balances maintained in brokerage accounts, as well as costs related to
notes payable, letters of credit and a revolving line of credit with financial
institutions.

The Company's operating expenses include employee compensation and benefits,
commissions and clearing fees related to the processing of securities
transactions, telephone, postage and other communications costs, occupancy and
equipment costs, advertising and promotion costs, provision for losses related
to the processing of securities transactions, and amortization of goodwill
established in connection with the acquisitions discussed above.

In addition, the Company incurs supply costs related to the processing of
customer confirmations, statements and other communications, as well as general
office supply costs, legal costs and regulatory costs. These costs have been
classified as other expenses on the Company's consolidated statements of income.

For the years ended September 27, 1996, September 29, 1995 and September 30,
1994, 67%, 68% and 74%, respectively, of the Company's net revenues were derived
from commissions and clearing fees. Clearing services include the confirmation,
receipt, settlement, delivery and recordkeeping functions involved in the
processing of securities transactions. Included as a part of the clearing
function is the assumption of responsibility for the possession and control of
customer securities and other assets. As a result, the Company records on its
balance sheet amounts receivable from customers that are a result of margin
loans (loans made to customers that are collateralized by securities held in
customers' brokerage accounts at the Company). In addition, the Company records
on its balance sheet amounts payable to its

19
<PAGE>
customers and correspondent broker-dealers related to cash balances maintained
by the Company on behalf of those customers and correspondents (free credit
balances).

The Company uses several execution agents to execute its customers' orders
and derives a significant portion of its revenues from these execution agents
for such order flow. The revenues generated by the Company under these
arrangements for the years ended September 27, 1996, September 29, 1995 and
September 30, 1994 were 15%, 11% and 12%, respectively, of net revenues. The
majority of these revenues were received from execution agents owned by
Roundtable Partners, L.L.C. ("Roundtable"), an entity that was approximately
12.1% owned by the Company as of September 27, 1996. Competition between
execution agents has narrowed the spread between bid and ask prices, which has
made it less profitable for execution agents to offer order flow payments to
brokers such as the Company's subsidiaries. The Company expects such payments to
decrease as competition increases; however, the Company has taken steps and
intends to take further steps to mitigate the financial impact of the loss of
these revenues. See "Business--Investments." Nevertheless, there can be no
assurance that the loss of any significant portion of these revenues will not
have a material adverse effect on the Company's business, financial condition
and operating results. See "Risk Factors--Loss of Future Order Flow Payments."

The Company operates in a highly competitive and rapidly expanding market.
As a result, a significant portion of its operating costs are incurred in
connection with advertising and promotional activities. These expenditures
represented 14%, 14% and 22% of operating expenses in the years ended September
27, 1996, September 29, 1995 and September 30, 1994, respectively. The Company's
primary advertising and promotional mediums include print, television, direct
mail, online services and various Internet sites. The Company generally expenses
all advertising and promotional costs as incurred. The Company has increased its
advertising and promotional activities substantially during the first quarter of
fiscal 1997 and intends to maintain a high level of such expenditures during the
remainder of fiscal 1997.

20
<PAGE>
RESULTS OF OPERATIONS

The following table sets forth the percentage of net revenues and amounts
per trade represented by certain items included in the Company's consolidated
statements of income for the periods indicated:

<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------------------------------------------------------
SEPTEMBER 30, 1994 SEPTEMBER 29, 1995 SEPTEMBER 27, 1996
-------------------------- -------------------------- --------------------------
% $ PER TRADE % $ PER TRADE % $ PER TRADE
----------- ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Commissions and clearing fees............ 74.3% $ 52.22 68.5% $ 45.93 67.1% $ 39.44
Interest revenue......................... 35.9 25.25 46.5 31.23 41.4 24.35
Equity income (loss) from investments.... (2.1) (1.47) 1.5 1.04 6.2 3.63
Gain from sale of partnership interest... 0.0 -- 1.7 1.12 0.0 --
Other.................................... 6.2 4.34 4.3 2.84 5.6 3.28
----- ------ ----- ------ ----- ------
Total revenues......................... 114.3 80.34 122.5 82.16 120.3 70.70
Interest expense......................... 14.3 10.02 22.5 15.06 20.3 11.94
----- ------ ----- ------ ----- ------
Net revenues........................... 100.0 70.32 100.0 67.10 100.0 58.76

Expenses excluding interest:
Employee compensation and benefits....... 23.8 16.75 24.2 16.25 25.9 15.19
Commissions and clearance................ 6.3 4.40 7.2 4.82 4.7 2.74
Communications........................... 6.9 4.85 6.7 4.51 6.8 3.99
Occupancy and equipment costs............ 5.1 3.62 4.6 3.12 5.3 3.12
Advertising and promotion................ 21.8 15.34 13.8 9.28 13.9 8.15
Provision for losses..................... 1.0 0.68 4.1 2.74 0.3 0.16
Amortization of goodwill................. 0.0 0.02 0.3 0.18 0.7 0.39
Other.................................... 7.9 5.59 8.1 5.45 8.7 5.10
----- ------ ----- ------ ----- ------
Total expenses excluding interest...... 72.8 51.25 69.0 46.35 66.3 38.84
----- ------ ----- ------ ----- ------
Income before provision for income taxes... 27.2 19.07 31.0 20.75 33.7 19.92
Provision for income taxes............... 9.5 6.71 10.8 7.28 13.4 7.85
----- ------ ----- ------ ----- ------
Net income............................. 17.7% $ 12.36 20.2% $ 13.47 20.3% $ 12.07
----- ------ ----- ------ ----- ------
----- ------ ----- ------ ----- ------
</TABLE>

FISCAL YEARS ENDED SEPTEMBER 27, 1996 AND SEPTEMBER 29, 1995

NET REVENUES. Commissions and clearing fees increased 52% to $36.5 million
for fiscal 1996 from $24.0 million in fiscal 1995. This increase was primarily
attributable to an increase in the number of securities transactions processed,
as average trades per day increased 79% to 3,670 in fiscal 1996 from 2,055 in
fiscal 1995. The increase in transaction processing volume was primarily a
result of the marketing efforts undertaken by the Company's discount brokerage
subsidiaries, the first full fiscal year of operations of Aufhauser and the
introduction of the Accutrade FOR WINDOWS software in March 1996. The increase
in transactions processed was partially offset by a decrease in average
commission revenue per trade of 15% to $39 in fiscal 1996 from $46 in fiscal
1995, primarily as a result of an increased proportion of trades generated by
Ceres.

Net interest revenue (interest revenue less interest expense) increased 37%
to $11.5 million in fiscal 1996 from $8.4 million in fiscal 1995. This increase
was due primarily to an increase of 42% in cash and investments segregated in
compliance with federal regulations, an increase of 28% in customer and
correspondent broker-dealer receivables and an increase of 42% in amounts
payable to customers and correspondent broker-dealers in fiscal 1996 over fiscal
1995.

Equity income from the Company's investments increased to $3.4 million in
fiscal 1996 from $0.5 million in fiscal 1995, due primarily to the Company's
investment in Roundtable in March 1995.

The Company recorded a fiscal 1995 gain of $0.6 million related to the sale
of its interest in Bond Express, L.P. in August 1995.

21
<PAGE>
Other revenues increased 100% to $3.0 million for fiscal 1996 from $1.5
million for fiscal 1995, due primarily to an increase in marketing fees and
service fees paid to the Company by mutual funds.

EXPENSES EXCLUDING INTEREST. Expenses associated with employee compensation
and benefits, commissions and clearance, communications, occupancy, equipment
and other costs increased 57% to $27.9 million in fiscal 1996 from $17.8 million
in fiscal 1995, due primarily to the increase in the Company's transaction
processing and customer account maintenance activities.

Advertising and promotion expenses increased 56% to $7.5 million in fiscal
1996 from $4.8 million in fiscal 1995 as the Company increased its advertising
and promotional expenditures in connection with the introduction and promotion
of its Accutrade FOR WINDOWS software in March 1996.

Provision for losses, net of recoveries, was $1.4 million in fiscal 1995,
due primarily to the settlement of a complaint relating to alleged
responsibility for trading losses. See Note 7 to the Consolidated Financial
Statements.

Amortization of goodwill increased to $0.4 million in fiscal 1996 from $0.1
million in fiscal 1995 due to the July 1995 acquisition of Aufhauser.

Income tax expense increased 92% to $7.3 million in fiscal 1996 from $3.8
million in fiscal 1995, consistent with the increase in net income before income
taxes during the same period.

FISCAL YEARS ENDED SEPTEMBER 29, 1995 AND SEPTEMBER 30, 1994

NET REVENUES. Commissions and clearing fees increased 18% to $24.0 million
for fiscal 1995 from $20.4 million in fiscal 1994. This increase was primarily
attributable to an increase in the number of securities transactions processed,
as average trades per day increased 35% to 2,055 in fiscal 1995 from 1,519 in
fiscal 1994. The increase in transaction processing volume was primarily a
result of the marketing efforts undertaken by the Company's discount brokerage
subsidiaries and the acquisition of Aufhauser in July 1995. The increase in
transactions processed was partially offset by a decrease in average commission
revenue per trade of 12% to $46 in fiscal 1995 from $52 in fiscal 1994,
primarily as a result of an increased proportion of trades generated by Ceres.
In addition, the acquisition of Aufhauser contributed significantly to the 40%
increase in the number of active accounts from 61,665 at September 30, 1994 to
86,431 at September 29, 1995.

Net interest revenue (interest revenue less interest expense) increased 42%
to $8.4 million in fiscal 1995 from $5.9 million in fiscal 1994. This increase
was due primarily to an increase of 24% in cash and investments segregated in
compliance with federal regulations, an increase of 31% in customer and
correspondent broker-dealer receivables and an increase of 27% in amounts
payable to customers and correspondent broker-dealers in fiscal 1995 over fiscal
1994.

Equity income from the Company's investments increased to $0.5 million in
fiscal 1995 from a loss of $0.6 million in fiscal 1994, due primarily to the
Company's investment in Roundtable in March 1995, which generated income of $0.9
million.

The Company recorded a fiscal 1995 gain of $0.6 million related to the sale
of its interest in Bond Express, L.P. in August 1995.

Other revenues decreased 13% to $1.5 million for fiscal 1995 from $1.7
million for fiscal 1994, due primarily to a decrease in transfer and service
fees generated from correspondent broker-dealers.

EXPENSES EXCLUDING INTEREST. Expenses associated with employee compensation
and benefits, commissions and clearance, communications, occupancy, equipment
and other costs increased 30% to $17.8 million in fiscal 1995 from $13.7 million
in 1994, due primarily to the increase in the Company's transaction processing
and customer account maintenance activities.

22
<PAGE>
Advertising and promotion expenses decreased 20% to $4.8 million in fiscal
1995 from $6.0 million in fiscal 1994 as the Company reduced its advertising and
promotional expenditures related to Accutrade prior to its development and
promotion of its Accutrade FOR WINDOWS software.

Provision for losses, net of recoveries, was $1.4 million in fiscal 1995 due
primarily to the settlement of a complaint relating to alleged responsibility
for trading losses. See Note 7 to the Consolidated Financial Statements.

Amortization of goodwill was $0.1 million in fiscal 1995 due to the July
1995 acquisition of Aufhauser.

Income tax expense increased 45% to $3.8 million in fiscal 1995 from $2.6
million in fiscal 1994, consistent with the increase in net income before income
taxes during the same period.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its growth primarily through the use of funds
generated from operations. As of September 27, 1996, the Company had $15.8
million in cash and cash equivalents, working capital of $6.4 million and $4.0
million available under its revolving line of credit.

The Company is subject to the requirements of the SEC and the NASD relating
to liquidity, capital standards and the use of customer funds and securities.
The Company has historically operated in excess of the minimum net capital
requirements. See "Business--Government Regulation." The net proceeds from the
Offering will enhance the Company's net capital position, thereby enabling it to
more readily expand its brokerage and clearing businesses. The Company
anticipates that its available cash resources and credit facilities, combined
with the net proceeds from the Offering, will be sufficient to meet its
presently anticipated working capital and capital expenditure requirements for
the foreseeable future based on known and reasonably estimated trends.

OPERATING CASH FLOW

The Company generated $20.9 million in cash from operations in fiscal 1996,
compared to $7.4 million and $2.0 million in fiscal 1995 and 1994, respectively.
The increase in fiscal 1996 was attributable primarily to an increase in
transaction volume related to growth in the discount brokerage operations and
the acquisition of Aufhauser.

Cash used in investing activities was $4.7 million in fiscal 1996, down from
$14.1 million in fiscal 1995 and up from $1.7 million in fiscal 1994. The
significant use of cash in fiscal 1995 related to the purchase of property and
equipment and the acquisition of ownership interests in Aufhauser and Telescan,
Inc. ("Telescan"), as well as increases in the ownership interests of the
Company's investments in Roundtable and Comprehensive Software Systems, Ltd.
("CSS"). Uses of cash in fiscal 1996 related primarily to purchases of property
and equipment and additional investments in Roundtable and CSS, offset by cash
distributions received from Roundtable. See "Business--Investments."

Cash used in financing activities was $2.2 million in fiscal 1996, as
compared to cash provided by financing activities of $7.1 million in fiscal 1995
and cash used of $0.2 million in fiscal 1994. The cash provided in fiscal 1995
was due primarily to term notes payable issued in connection with the Aufhauser
acquisition, and the cash used in fiscal 1996 was due to payments made on those
term notes.

BANK LOAN AGREEMENT

The Company has entered into a Loan Agreement dated as of December 22, 1994
(as amended, the "Bank Loan Agreement") with the First National Bank of Omaha
(the "Bank"). Pursuant to the Bank Loan Agreement, the Company has borrowed a
term loan of $1.9 million payable in monthly installments of principal of
$79,000 beginning January 31, 1995 until January 31, 1997, and a term loan of
$6.0 million payable in monthly installments of principal of $125,000 beginning
August 31, 1995 until July 31, 1999, and

23
<PAGE>
may borrow, pay and reborrow up to $4.0 million in revolving loans until January
31, 1997. As of September 27, 1996, the outstanding principal amount of the term
loans was $4.9 million, and there were no outstanding revolving loans. All of
the loans bear interest at the rate designated by the Bank as its regional base
rate, which at September 27, 1996 was 9.25%. The Company has pledged all of the
outstanding stock of AmeriTrade Clearing to the Bank. The Company pays the Bank
an annual commitment fee of 0.5% of the average daily unused amount of the
revolving loans. The Bank Loan Agreement contains various covenants, the more
restrictive requirements being: minimum net capital requirements, minimum net
worth requirements, limitations on incurring additional indebtedness and
limitations on the sale or pledge of capital stock of the Company's subsidiaries
or a substantial part of the Company's assets.

Letters of credit in an aggregate amount of $16.3 million as of September
27, 1996 have been issued on behalf of AmeriTrade Clearing by a financial
institution. These letters of credit, which are for the benefit of securities
clearinghouses, have been issued to support margin requirements. AmeriTrade
Clearing pays a maintenance fee of 0.5% of the committed amount for each letter
of credit. In addition, the same financial institution may make loans to
AmeriTrade Clearing if requested under a note. AmeriTrade Clearing has pledged
customer securities, the amount of which fluctuates from time to time, to secure
its obligations under the letters of credit and the note. As of September 27,
1996, no amounts were outstanding under the note.

CAPITAL EXPENDITURES

The Company's anticipated capital expenditures for fiscal 1997 approximate
$6.0 million, primarily for the purchase of office, computer and other operating
equipment. In addition, at September 27, 1996, the Company had lease commitments
for operating equipment and facilities extending through 2013 in an aggregate
amount of approximately $14.3 million.

24
<PAGE>
BUSINESS

OVERVIEW

The Company's leadership position in the discount brokerage industry is a
result of its unique approach to the delivery of retail brokerage and execution
and clearing services. Retail brokerage services are provided under four
distinct brand names, each of which offers a range of services and commission
rates designed to appeal to specific groups of investors within the discount
brokerage market. Accutrade offers advanced technology delivery systems to
sophisticated investors. Aufhauser provides third-party research and investment
analysis to experienced investors. Ceres offers execution services to customers
who want minimal transaction costs. eBroker provides execution services
exclusively through the Internet. This branding strategy allows the Company to
segment the marketplace, which enables it to align the cost structures of its
discount brokerage businesses with the level of services desired by their
customers. By providing clearing and execution services, the Company is able to
expand its customer base, provide synergies to the Company's retail brokerage
businesses and diversify its revenues.

The Company also provides services to over 70 independent broker-dealers,
depository institutions, registered investment advisers and financial planners
through AmeriTrade Clearing and AmeriVest. AmeriTrade Clearing provides complete
securities transaction clearing and execution services to each of the Company's
discount brokerage businesses, as well as to independent broker-dealers.
AmeriVest provides discount brokerage services to depository institutions that
do not operate their own registered broker-dealers. Providing services to these
correspondents allows the Company to reach investors who rely on more
traditional investment services, such as investment advice, or who prefer to
deal with local or

25
<PAGE>
regional financial service providers. During the year ended September 27, 1996,
the delivery of financial services to unaffiliated correspondents accounted for
approximately 11% of the Company's net revenues.

INDUSTRY

Before 1975, all stock exchanges required brokers to charge fixed minimum
commissions for trades of listed stocks. Under pressure from Congress, the
Department of Justice and the SEC, these policies were changed, which allowed
for negotiated commissions and the unbundling of investment services. These
developments brought about the advent of the discount brokerage firm, which
could separate financial advisory services from execution services, and could
execute trades at a lower cost than a full-commission broker. Although investors
have been able to use discount brokerage services for years, various emerging
trends make the modern investor more likely to use discount brokerage services,
particularly electronic brokerage services.

First, the unbundling of brokerage services from other financial services
has permitted investors to pick and choose among various financial service
providers for specified services. As a result, firms have emerged that provide
the services provided by a full-commission broker on an A LA CARTE basis. Firms
now specialize in investment advice, the provision of financial information and
financial planning. Other firms, like the Company, specialize in providing
securities brokerage services.

Second, consumers have expanded access to powerful, yet inexpensive
technology and are becoming more comfortable with and proficient in the use of
this technology. The use of this new technology to sort and deliver vast amounts
of information, to facilitate inexpensive communication of data and for the
completion of financial transactions has been growing at an accelerating rate.
Specifically, the Internet has produced thousands of new cyber-investors every
day, primarily through the World Wide Web. Forrester Research, Inc. estimates
the number of electronic brokerage accounts will approach 1.5 million by the end
of 1996. Forrester further predicts the number of such accounts will grow to 10
million, carrying $524 billion of assets, by the year 2001, a 46% annual growth
rate.

Third, investors are becoming more self-reliant and value conscious in the
pursuit of their financial goals. Investors are increasingly willing to acquire
the information about, and an understanding of, investment alternatives and have
become increasingly sophisticated and knowledgeable about investing. Access to a
broad range of financial information and advice has decreased the necessity for
full-service brokers. These investors make their own decisions about their
financial future and tend to seek greater value, often in the form of lower
transaction costs. As a result, the use of discount brokers and directly
marketed no-load mutual funds have increased in market share at the expense of
traditional providers charging a higher commission or sales load.

Finally, the growth in financial assets held by an individual is
accelerating. Large numbers of "baby boomers" are beginning to invest for their
children's education and for their own retirement. Additionally, it is estimated
that these individuals, many of whom have greater education, technical
capabilities and investment choices than their parents, as well as greater
access to information, will inherit up to $10 trillion from the previous
generation during the next decade. This represents the largest transference of
wealth in history.

The convergence of these trends is creating a new marketplace for financial
services. It is also creating a new investor, who is self-reliant, comfortable
with the use of technology and value oriented. The Company seeks to be the
leading provider of financial services to this new investor.

BUSINESS STRATEGY

The Company seeks to capitalize on the changing financial services industry
and to increase its market share by pursuing the following strategies:

26
<PAGE>
- MARKET DISTINCT BRANDS TO SPECIFIC GROUPS OF DISCOUNT BROKERAGE
CUSTOMERS. The Company markets a range of services and commission rates
designed to appeal to specific groups of investors within the discount
brokerage market. By providing specified services to targeted customers in
the discount brokerage market, the Company believes that it appeals to a
broader range of investors seeking brokerage services at discount prices.
Accutrade provides more technologically advanced solutions than the
Company's other brands, including program trading and basket trading
available through Accutrade FOR WINDOWS. Aufhauser is marketed to
experienced investors seeking research and customer service. Aufhauser
also provides international investors interested in the U.S. securities
market with multi-lingual service and with toll-free telephone access from
36 countries. Ceres is directed at investors who are seeking simple and
efficient execution services at the lowest possible transaction cost.
eBroker serves investors who are comfortable with the Internet and prefer
to trade exclusively through electronic communication in exchange for
low-priced trade executions. Through this market segmentation approach,
the Company is able to deliver products and services tailored to the
specific needs of its customers in the most cost efficient manner. See "--
Discount Securities Brokerage Services."

- CREATE TECHNOLOGICALLY INNOVATIVE SOLUTIONS TO INVESTOR NEEDS. The
Company is a technology leader in the retail brokerage and clearing and
execution businesses:

- In 1988, the Company was the first broker to implement automated
touchtone trading technology, which allows customers to place trades
and obtain quotes electronically using the telephone.

- In 1994, the Company became the first brokerage firm to offer trading
services over the Internet.

- In 1995, the Company introduced a trading application for the Sharp
Zaurus personal digital assistant, which allows portable access to
trades, quotes, positions and balances.

- In 1996, the Company introduced Accutrade FOR WINDOWS, the first online
investing system that permits individual investors to engage in program
trading and basket trading.

The Company is actively pursuing additional technologies to service the
rapidly evolving financial services industry. See "--Strategic
Relationships" and "Product--Development."

- PROVIDE THE BEST TRANSACTION VALUE TO INVESTORS. The Company strives to
offer investors the best transaction values in the financial services
industry by providing specified services at prices that are among the
lowest in the industry. eBroker offers a flat $12.00 commission on
Internet-only trades for an equity order of any size. For investors who
want access to registered representatives as well as the Internet to place
trades, Ceres charges a flat $18.00 fee for an equity order of any size.
Investors desiring more services, such as increased technology, more
trading options or research, may use Aufhauser or Accutrade. Through more
efficient operations, an increasing number of transactions and the use of
advanced technology, the Company strives to minimize costs, which allows
it to offer some of the best transaction values in the industry.

27
<PAGE>
dealer subsidiaries allows the Company to realize efficiencies and achieve
strategic flexibility as a result of its ability to control the delivery
of these services without relying on third parties. In addition, the
Company's clearing and execution services diversify the Company's
revenues. See "-- Clearing and Execution Services."

DISCOUNT SECURITIES BROKERAGE SERVICES

The Company provides retail brokerage services under four distinct brand
names, each of which offers a range of services and commission rates designed to
appeal to specific groups of investors within the discount brokerage market. The
following chart summarizes by brand these services and the average commission
per trade charged to customers during the month ended September 27, 1996:

<TABLE>
<CAPTION>
ACCUTRADE AUFHAUSER CERES EBROKER
------------- ------------- ----- -----------
<S> <C> <C> <C> <C>
WAYS TO TRADE
Internet............................................................. - - - -
Touchtone telephone.................................................. - - -
Personal computer.................................................... - -
Windows-based software............................................... -
Zaurus............................................................... - -
Fax.................................................................. - -
Registered representative............................................ - - -
PRODUCTS
Stocks............................................................... - - - -
Mutual funds......................................................... - - -
Options.............................................................. - - - -
Bonds................................................................ - - -
American depositary receipts......................................... - - - -
Foreign securities................................................... - - -
Certificates of deposit.............................................. - -
Precious metals...................................................... - -
SERVICES OFFERED
Quotes............................................................... - - - -
Research............................................................. - -
IRAs................................................................. - - - -
Debit card........................................................... - -
Check writing........................................................ - -
News................................................................. - -
Tax lot accounting................................................... -
Program investing.................................................... -
Basket trading....................................................... -
AVERAGE COMMISSION PER TRADE CHARGED TO CUSTOMERS........................ $ 51 $ 33 $ 19 $ 13
</TABLE>

[LOGO] ACCUTRADE, INC.

Accutrade is a discount broker that offers advanced technology delivery
systems for sophisticated investors. Accutrade and its predecessors have been
providing value added brokerage services to customers since 1975. Accutrade
currently allows customers to access its services through personal computer, the
Internet, the Sharp Zaurus personal digital assistant, automated touchtone
telephone and facsimile, and through registered representatives. Through its
diverse mediums, Accutrade currently permits customers to trade in stocks,
mutual funds, options and bonds.

28
<PAGE>
Accutrade is a leader in innovative technology that gives customers
flexibility in account management at discount brokerage commissions. Accutrade
pioneered automated touchtone trading technology in 1988, which allows customers
to place trades and obtain quotes electronically using the telephone. In 1993,
Accutrade PC was introduced, which allows customers the ability to place trades
and retrieve quotes, positions and balances using a personal computer. In 1995,
the Company capitalized on evolving technologies by introducing a trading
application for the Sharp Zaurus personal digital assistant, which allows
portable access to trades, quotes, positions and balances.

Accutrade's Web site allows customers to enter orders for stocks, mutual
funds and options, to view their balances, positions, order status, quotes and
transaction history and to use research from Thomson Financial Services. The
research offered includes historical and intra-day charts, company reports,
earnings estimates, stock screening and general market information.

Accutrade FOR WINDOWS was introduced in March 1996 to provide individual
investors with an online investing system. Accutrade FOR WINDOWS is a powerful
Windows-based trading software package that gives customers the ability to
manage their financial assets. Customers using Accutrade FOR WINDOWS may place
orders for stocks, mutual funds, options and corporate bonds. Customers can also
review their balances, positions, transaction history and order status, and
obtain quotes. In addition, the program enables customers to track multiple
portfolios and tax lots and generates a variety of reports including a Schedule
D for income tax purposes. Customers can create quote lists of their favorite
stocks and keep price histories for them. Accutrade FOR WINDOWS also offers
symbol lookup and creates a report of all of the equity options for an
underlying stock. To provide additional helpful information to investors, the
program includes a margin and option help file and a margin calculator.

One of the advanced features of Accutrade FOR WINDOWS is the ability to
create and execute program trades. This feature permits customers to create
conditions under which orders will be placed and then have their personal
computer monitor the market to automatically place the order. Customers can also
design baskets of stocks to track and trade. A price history of the basket can
be tracked to determine how the basket is performing, and a single order can buy
or sell the basket. Investors also can place spread, straddle and buy/write
orders using Accutrade FOR WINDOWS, features no other competing software offers.
In addition, Accutrade FOR WINDOWS gives investors access to multiple news and
research services. Customers can access company highlights from Ford Equity
Research or detailed company reports and earnings estimates from Market Guide.
Reuters Money Network and Telescan Investor's Platform software are also
included. A demonstration of Accutrade FOR WINDOWS is available on the CD-ROM
attached to the inside back cover page of this Prospectus.

Accutrade offers a wide range of third-party research services to assist its
customers in selecting the best trading strategy. Stock research includes
professional reports on over 7,000 listed companies on the major exchanges,
qualitative and quantitative analyses on all major industry sectors and ranking
tables, including performance ratios for large, middle and small cap stocks.
Accutrade's stock alerts notify clients of earnings, announcements, dividend
reports, price changes of more than 3% and other significant events affecting
investments.

In addition to its trading department, which is staffed by registered
representatives, Accutrade provides complete customer service for both technical
and brokerage needs. Customer service representatives respond to inquiries about
the technical services offered by Accutrade, including the Accutrade FOR WINDOWS
system, the Accutrade Web site and Accutrade's Sharp Zaurus personal digital
assistant application and to all other inquiries, which usually relate to
securities transactions or other account activity. Active clients are assigned
to their own customer service representative in order to provide continuity of
service and to enhance the customer's relationship with Accutrade.

Accutrade generally charges a commission of $28.00 plus 2 cents a share for
an equity order.

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[LOGO] K. AUFHAUSER & COMPANY, INC.

The Company acquired Aufhauser in July 1995 in connection with the Company's
business strategy to market distinct brands to different groups of investors in
the discount brokerage market. Founded in New York, New York in 1981, Aufhauser
is a discount brokerage firm that provides third-party research and investment
analysis to experienced investors. Aufhauser was the first brokerage firm to
offer trading services through the Internet via its WealthWEB site. Aufhauser
provides customers with a wide array of investment vehicles, including common
and preferred stocks, mutual funds, options, corporate and municipal bonds,
American depositary receipts, various treasury obligations, foreign securities,
certificates of deposit and precious metals. Additionally, Aufhauser offers cash
management services, including checkwriting, debit cards, electronic funds
transfers and cash machine access.

Aufhauser provides access to its services through the Internet, automated
touchtone telephone and personal computer and through registered
representatives. WealthWEB connects customers to quotes, research, portfolio
tracking and trade execution services. Furthermore, Aufhauser is positioned to
service the rapidly growing interest of foreign investors in the United States
securities market. Aufhauser provides multi-lingual service and toll-free access
to customers in 36 nations around the world.

Aufhauser strives to differentiate itself by providing a high level of
personalized customer service. Aufhauser obtains research reports and gathers
information on foreign securities upon request from customers. To assist
customers in their transactions, Aufhauser also provides the latest news and
information from a variety of outside sources that can be read over the phone or
faxed to customers upon request.

Aufhauser offers executions of equity trades for $24.99 for trades of up to
400 shares, $34.00 for trades of 400 shares up to 1,700 shares and two cents per
share for trades in excess of 1,700 shares, with a 10% discount provided for
electronic trades. Aufhauser also offers a special program whereby active
traders can receive a year of equity executions, subject to certain
restrictions, for a flat annual fee of $800.

[LOGO] CERES SECURITIES, INC.

Ceres is a discount broker that provides execution services to customers who
want minimal transaction costs. Ceres began operations in 1994 in response to
customer demand for the provision of brokerage services with the lowest possible
transaction costs to individual investors. The Company believes that Ceres is
one of the fastest growing discount brokerage firms, experiencing an average
increase in its account base of 9.3% per month during fiscal 1996. Through its
automated systems and streamlined operations, Ceres is able to offer one of the
lowest standard fees in the industry, charging a flat rate of $18.00 for an
equity order of any size.

Ceres provides customers with an efficient way to obtain high-quality
executions through automated touchtone telephone and registered representatives.
Ceres also operates a Web site on the Internet that gives customers easy access
to their accounts. This online access allows customers to place equity, mutual
fund and option orders, view account balances, positions, order status and
transaction histories and obtain quotes. The Ceres Web site also features a
daily column by distinguished business writer Andrew Tobias. In addition, Ceres
customers are able to take advantage of the Company's trading software for the
Sharp Zaurus personal digital assistant, which permits customers to place trades
as well as obtain quotes, positions, balances and confirmations electronically.
Customers who have trade-related problems are offered service by one of Ceres's
registered representatives. Registered representatives are available 16 hours
every trading day to accept trade orders for execution during market hours and
to respond to trade-related inquiries.

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[LOGO] EBROKER

eBroker commenced operations in 1996 as the first Internet-only brokerage
firm. eBroker provides Internet trading services throughout the United States
and internationally. eBroker's Web site permits customers to place equity and
option orders, view account balances, positions, order status and transaction
history and obtain quotes. Additionally, eBroker's Web site offers various types
of company information and a demonstration of eBroker's trading system. By not
maintaining expensive toll-free numbers or research staff, eBroker is able to
offer a flat rate of $12.00 commission for an equity order of any size.

eBroker serves investors who are comfortable with the Internet and prefer to
trade exclusively through electronic communications in exchange for low priced
trade executions. Customers inquiries are accepted via e-mail and
representatives are required to respond within 24 hours, although responses
usually are sent by return e-mail the same day they are received. Although
eBroker does not maintain toll-free telephone numbers for customer inquiry, it
does provide local number access for customer inquires which are time sensitive
in nature. The Company believes eBroker offers one of the lowest commission
rates in the industry.

CLEARING AND EXECUTION SERVICES

[LOGO] AMERITRADE CLEARING, INC.

AmeriTrade Clearing provides complete securities transaction clearing
services to each of the Company's discount brokerage businesses, as well as to
independent broker-dealers, depository institutions, registered investment
advisors and financial planners who serve their own retail customers. AmeriTrade
Clearing provides safekeeping for approximately $4.0 billion in customer assets.

AmeriTrade Clearing has recently completed the development and introduction
of AmeriTrade OnLine, a technologically advanced financial system that
integrates the products and services of some of the world's foremost financial
service vendors into one Internet-based system. AmeriTrade OnLine permits
correspondent broker-dealers, financial planners and registered representatives
to design and implement investment planning programs for their customers using
one integrated solution. Products available include equities, mutual funds,
bonds, certificates of deposit, life insurance, annuities, retirement programs,
wrap accounts and money market accounts. Services include estate planning,
financial planning, portfolio development, asset allocation, asset management,
personal accounting, tax analysis, news, quotes and research.

[LOGO] AMERIVEST

AmeriVest is a wholesale provider of discount brokerage services to
depository institutions, including banks, savings and loans and credit unions.
AmeriVest acts as the discount brokerage arm of its customers, providing access
for the institution's retail customers to the equity and bond markets so that
the institution itself does not have to become a registered broker-dealer.
AmeriVest maintains a staff of registered representatives to service the retail
customers of its correspondent financial institutions.

STRATEGIC RELATIONSHIPS

The Company is actively pursuing alliances with various companies to
increase trading volume and operational efficiencies and to further enhance its
brand name recognition.

[LOGO] The Company currently has an agreement with USA Today Information
Network ("USATIN"), which is a Web site created by the newspaper USA TODAY.
Pursuant to this agreement, all four of the Company's discount brokerage
businesses will be included in USATIN's Financial Marketplace section of USATIN.
The agreement calls for the creation of co-branded Web sites with USATIN and
each of the Company's discount brokerage businesses. These co-branded sites will
have both USATIN's and the

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broker's logos and will grant USATIN subscribers access to marketing information
provided by the broker and will permit subscribers to open an account with the
broker and place trades through the Internet.

[LOGO] The Company also has an agreement with Prodigy Services Corporation
("Prodigy") to have Accutrade, Aufhauser and Ceres included in Prodigy Internet,
a new Prodigy product on the Internet. The Company will create co-branded Web
sites for each of the three brokers. These co-branded sites will have both
Prodigy Internet's and the broker's logos and will grant Prodigy Internet
subscribers access to marketing information provided by the broker and will
permit subscribers to open an account with the broker and place trades through
the Internet.

[LOGO] Data Broadcasting Corporation ("DBC") is a company that provides
financial information to individual investors. The Company has reached an
agreement with DBC to have Accutrade, Aufhauser and Ceres included on DBC's Web
site. The Company will create co-branded Web sites, which will feature both
DBC's and the broker's logos and will grant DBC's subscribers access to
marketing information provided by the broker and will permit subscribers to open
an account with the broker and place trades through the Internet.

[LOGO] AmeriTrade Clearing has formed a strategic alliance with Essex
Corporation ("Essex"), a leading independent marketer of annuities, mutual funds
and life insurance through depository institutions. Essex and AmeriTrade
Clearing have co-developed EASIS (Essex AmeriTrade Securities and Insurance
Systems), an automated system that processes, tracks and reports both securities
and insurance products. EASIS makes it possible for depository institutions to
offer an array of securities and insurance products using a single-source,
online system. AmeriTrade Clearing and Essex have also entered into a
cross-marketing agreement, whereby Essex has agreed to refer certain of its
banking clients and prospects to AmeriTrade Clearing for securities clearing
services and AmeriTrade Clearing will refer certain of its clients and prospects
to Essex for insurance and annuity products, in each case for a referral fee.

See "Risk Factors--Strategic Acquisitions and Relationships."

PRODUCT DEVELOPMENT

The Company is actively pursuing opportunities to increase the number of
products and services offered to its customers. The Company has created a
trading application for the Sharp Zaurus personal digital assistant that allows
users of Zaurus to trade securities through Accutrade and Ceres. Sharp
Corporation is a worldwide developer of the core digital technologies that are
playing an integral role in the emerging era of multimedia. Accutrade cooperates
in joint marketing with Sharp by, among other things, including a brochure
discussing its services with every Zaurus sold.

The Company is developing a financial services mall on the Internet, called
OnMoney, which will allow its customers to obtain all the information and tools
needed to manage their personal finances. This Web-based application will be
open to use and ownership by any banks, brokers, investment advisors, mutual
fund companies, insurance companies and other financial institutions that wish
to provide a wide array of financial services. Customers will be able to choose
from a variety of institutions and will receive a single statement that includes
all of their financial information. They will also be able to access investment
tools, financial management advice, market research and educational material.

Accutrade has entered into an agreement with Ubiq Communications to develop
and provide a brokerage application for the new Motorola PageWriter two-way
pager. This pager will use the SkyTel wireless network to send messages back and
forth between the customer's pager and Accutrade. Customers will be able to
place orders, receive quotes and review their balances, positions and order
status without needing access to a telephone or a computer.

The Company has an agreement with Financial Internet Technologies ("FIT"), a
joint venture between Olivetti SpA, a European technology conglomerate, and
Sparekassernes Datacenter, a provider of banking systems in Denmark, whereby the
Company will evaluate FIT's PC Banking software for the U.S.

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market and FIT will evaluate the Company's electronic brokerage software for the
European market. If the evaluation is successful, the two companies may make an
arrangement to exchange technologies.

The Company has contracted with Philips Home Services to evaluate a trading
application for the Philips Screen Phone that would allow users to trade
securities. Philips Electronics N.V. is a leading world supplier of products,
systems and services in the fields of lighting and electronics.

The Company also has agreements with a number of providers of financial and
investment information. Customers of the Company's brokerage businesses and
visitors to the Company's Web sites may have access to quotes; financial and
market data; forecasts, research and analysis regarding stocks, mutual funds and
bonds; company and industry profiles; and business news from one or more of the
following providers:

[LOGO] Reality Online, Inc.

[LOGO] Market Guide Inc.

[LOGO] Ford Equity Research

[LOGO] Quote.com, Inc.

[LOGO] Thomson Financial Services

[LOGO] Telescan, Inc.

The Company is also considering the development or acquisition of technology
that would allow customers to place orders using speech recognition technology,
interactive television and artificial intelligence applications. See "Risk
Factors--Evolving Markets and Technologies."

MARKETING

The Company seeks to increase its market share through direct-response
advertising, advertising on its own and other Web sites, a public relations
program and co-marketing. The Company has recently initiated an aggressive
marketing campaign designed to bring greater brand name recognition to the
Company's product lines. As a result, the Company intends to significantly
increase its spending on print, television, radio, direct mail, telemarketing
and online advertising during the current fiscal year. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Overview." From time to time, the Company may choose to increase
spending on advertising to target specific groups of investors or to decrease
advertising expenditures in response to market conditions.

The Company's marketing focuses on advertising its discount brokerage
services as a less expensive and more efficient way of initiating transactions,
building awareness of the Company's product lines and selling the benefits of
the Company's services. Print advertisements are placed in a broad range of
business, technology and financial publications, including THE WALL STREET
JOURNAL, BARRON'S, INVESTOR'S BUSINESS DAILY, FORBES, MONEY and WIRED. Online
advertising is conducted through America Online, CompuServe and popular Web
sites such as Yahoo!, Netscape, Wall Street Journal Interactive and Barron's
Online. The Company advertises regularly on CNBC, CNNFN and other major business
cable television networks. The Company also uses telemarketing and direct mail.
The Company's aggressive advertising program has been a significant contributor
to growth in new accounts. To monitor the efficacy of its various direct
response marketing efforts, the Company has installed sophisticated prospect
tracking and customer acquisition accounting systems.

At the Company's Web sites, prospective customers are able to obtain
detailed information on the Company's services, use an interactive demonstration
system, request additional information and complete an account application
online. Visitors to the Accutrade Web site can periodically participate in a
stock trading game to increase awareness of Accutrade services. The Company
intends to capitalize on the popularity of its Web sites by selling advertising
to third parties who are interested in targeted marketing. In addition, there
are links to home pages of the Company's product lines from more than 750 sites
on the

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Web. The Company believes that this is a significant factor in increasing brand
awareness and generating leads, as consumers increasingly look to the Internet
as a key source of information and commercial activity. A demonstration of
eBroker's Web site is available on the CD-ROM attached to the inside back cover
page of this Prospectus. Information contained in the Company's Web sites shall
not be deemed to be part of this Prospectus.

The Company pursues public relations opportunities to build brand awareness.
This campaign has resulted in appearances on CNN, CNBC and various local
television stations, in addition to profiles in BUSINESS WEEK and THE WALL
STREET JOURNAL. The Company also actively seeks speaking opportunities at
industry conferences and events. The Company has established a number of
co-marketing alliances to increase brand awareness. For example, the Company has
co-branded Web sites with USA TODAY and Prodigy, which will provide targeted
customers with business and market information. See "--Strategic Relationships."

The Company plans to increase its marketing efforts to attract more
international customers. The Company's customers are currently able to trade
securities online from anywhere in the world. Aufhauser provides multi-lingual
customer service, and toll-free access to Aufhauser is available in 36
countries. The Company has been discussing possible alliances with local
institutions in foreign countries, such as brokers and depository institutions,
to make the portfolio tracking, purchase and sale and funds transfer processes
easier for foreign investors, to facilitate the handling of foreign securities
and to ensure compliance with applicable international laws and regulations.

The Company markets its clearing and execution services primarily through
its direct sales staff. The Company also has booths at trade shows and
advertises in brokerage industry magazines and through AmeriTrade Clearing's Web
site. In addition, the Company has entered into a marketing alliance with Essex,
a leading provider of related financial products to depository institutions. See
"--Strategic Relationships."

All communications by the Company's subsidiaries with the public are
regulated by the NASD. See "--Government Regulation."

CUSTOMER SERVICE

The Company strives to optimize the level of customer service provided to
its clients by (i) expanding its use of technology to handle most typical
inquiries generated in the course of customers' securities trading and related
activities, (ii) ensuring adequate staffing with properly trained and motivated
personnel in its customer service departments, enabling prompt response to
customer service calls and (iii) tailoring customer service to the particular
expectations of the clients of each of the Company's brokerage businesses.

The Company's software and Web sites provide basic information on how to use
the Company's services. For those inquiries that cannot be answered through one
of the Company's automated systems, customers are encouraged to use e-mail for
matters that are not time sensitive. The Company's operating standards require a
response within 24 hours of receipt of the e-mail for such matters; however, the
Company strives to respond within 60 minutes of the original message. The
Company also maintains electronic bulletin boards where customers and potential
customers can ask questions and exchange information about the Company's
services. For customers who choose to call or whose inquiries necessitate
calling one of the Company's customer service representatives, the Company is
currently installing advanced call handling capabilities. These systems will
provide automated answering, directing of calls to the proper department,
information about current wait times, summary market data while the customer
waits and the capability to exit the voice queue to leave a voice message for
later response or to transfer to an automated system. The new telephone systems
will also allow linkage between caller identification and the customer database
to give the customer service representative immediate access to the customer's
account data at the time the call is received. It is expected that these
telephone systems will increase call

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handling efficiency and enhance the customers' experience when calling for
service, particularly during periods of heavy market activity.

The Company recognizes that many of its customers' inquiries require
handling by customer service representatives. The Company strives to provide the
best customer service in the industry as measured by (i) speed of response time
on telephone calls, (ii) turnaround time on resolving customer inquiries and
(iii) customer satisfaction with the account relationship. The Company develops
hiring plans by brand that reflect growth projections for each brand to ensure
that adequate personnel are hired and trained in advance of customer needs.
Customer service representatives receive training in brokerage operations,
Company policies and procedures and basic telephone and clerical skills to
ensure quality and accuracy. Each new representative is monitored closely by a
lead representative, who is supervised by experienced operations managers. All
telephone calls are recorded for purposes of training and supervision and to
assist in the resolution of customer disputes. Hours of service vary by brand,
with all units offering availability at least one hour before and after market
hours.

The Company monitors the speed of answering telephone calls from its
customers. While each of the Company's brokerage businesses establishes its own
target for maximum average wait time before answering, all of them strive to
answer all customer calls in less than one minute. During the month of September
1996, the average answering time at Accutrade, Aufhauser and Ceres was 9.5
seconds. The Company also seeks to monitor the level of overall customer
satisfaction through use of customer response cards sent with trade
confirmations or through periodic surveys. Written comments, e-mails and
electronic postings by customers are regularly reviewed by the Company's senior
officers. It is the Company's policy to respond to all customer questions,
comments or complaints, regardless of the manner received.

OPERATIONS

ORDER PROCESSING

Order processing and the resulting trade executions are essential parts of
the delivery of the Company's services. The Company's order processing functions
are performed by AmeriTrade Clearing. AmeriTrade Clearing receives customer
trade orders generated by both its affiliated and independent correspondents
through numerous mediums, including automated touchtone telephone, telephone
calls with registered representatives, proprietary software provided to
customers (e.g., Accutrade FOR WINDOWS), the Internet, online services and
personal digital electronic devices.

Once received, customer orders are subjected to internally developed credit
algorithms to assess the presence of available funds, securities or credit in
the customers' trading accounts. Upon meeting these acceptability criteria,
customer orders are processed by electronically routing the buy or sell orders
to another broker-dealer who is making a market in the security or who
represents AmeriTrade Clearing on the floor of various national stock exchanges.
Over 95% of AmeriTrade Clearing's trades in listed securities are executed by
market making broker-dealers. AmeriTrade Clearing has established redundant
backup electronic links to its primary and secondary execution agents and
maintains flexible routing schedules with these execution agents to assure
timely and best possible execution for its customers.

All listed and over-the-counter ("OTC") market orders without special
qualifiers (subject to certain size limitations based on the order size in the
primary market) are executed at no worse than the National Best Bid/Offer
("NBBO") at the time of receipt by a market making firm or exchange. Eligible
orders are exposed to the marketplace for possible price improvement, but in no
case are orders executed at prices inferior to the NBBO. Limit orders are
executed based on time priority and indicated price. Qualifying limit orders in
OTC securities between the inside market in the Nasdaq quote will be reflected
in the NBBO, creating a new inside quote. This price discovery procedure allows
the Company to execute many orders with the Company's market makers that would
not have been executed by other market making firms.

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CLEARING

The Company provides clearing and execution services to each of its discount
brokerage businesses, as well as to independent broker dealers, depository
institutions, registered investment advisors and financial planners through its
subsidiary, AmeriTrade Clearing. The clearing function involves a sharing of
responsibilities between the clearing broker and the introducing broker. The
Company's correspondents, as introducing brokers, are responsible for all
customer contact, including opening customer accounts, responding to customer
inquiries and placing customer orders with the clearing broker. As a clearing
broker, AmeriTrade Clearing provides the following back office functions:
maintaining customer accounts; extending credit (in a margin account) to the
customer; settling security transactions with clearing houses (e.g., the
Depository Trust Company and the National Securities Clearing Corporation);
settling commissions and clearing fees; preparing customer trade confirmations
and statements; performing designated cashiering functions, including the
delivery and receipt of funds and securities to or from the customer;
safeguarding funds and securities in customer accounts; transmitting tax
accounting information to the customer and the applicable tax authority;
preparing books and records in support of the above; and other related
transactions.

Included as a part of the clearing function is the assumption of
responsibility for the possession and control of customer securities and other
assets. As a result, the Company records on its balance sheet amounts receivable
from customers that are a result of margin loans (loans made to customers that
are collateralized by securities held in customers' trading accounts at the
Company). In addition, the Company records on its balance sheet amounts payable
to its customers and correspondent broker-dealers related to cash balances
maintained by the Company on behalf of those customers and correspondents (free
credit balances). Clearing operations involve substantial risks of losses due to
errors in performing clearing functions or reporting and clerical errors related
to the handling of customer funds and securities. See "Risk Factors--Clearing
Operations."

AmeriTrade Clearing borrows securities both to cover short sales and to
complete customer transactions in the event that a customer fails to deliver
securities by the required date. AmeriTrade Clearing collateralizes such
borrowings by depositing cash or securities with lending institutions.
Securities borrowing transactions are executed pursuant to written agreements
with counterparties that require that the securities borrowed be "marked to
market" on a daily basis and that excess collateral be refunded or that
additional collateral be furnished in the event of changes in the market value
of the securities. Failure to maintain cash deposit levels at all times at least
equal to the value of the related securities can subject the Company to risk of
loss. See "Risk Factors--Clearing Operations."

MARGIN LENDING

The Company makes loans to customers collateralized by customer securities.
Margin lending by the Company is subject to the margin rules of the Board of
Governors of the Federal Reserve System, NASD margin requirements and the
Company's internal policies, which are more stringent than the Federal Reserve
and NASD requirements. By permitting customers to purchase on margin, the
Company takes the risk of a market decline that could reduce the value of the
collateral held by the Company to below the customers' indebtedness before the
collateral can be sold. See "Risk Factors--Clearing Operations." Under
applicable NASD rules, in the event of a decline in the market value of the
securities in a margin account, the Company is obligated to require the customer
to deposit additional securities or cash in the account so that at all times the
customer's equity in the account is at least 25% of the value of the securities
in the account. The Company's current internal requirement, however, is that the
customer's equity not fall below 30% of the value of the securities in the
account. If it does, the customer will be required to increase the account's
equity to 35% of the value of the securities in the account. These requirements
can be and often are raised as the Company deems necessary for certain accounts,
groups of accounts, securities or groups of securities. The Company is
constantly monitoring customer accounts for these purposes. Margin lending to
customers constitutes the major portion of the basis on which net capital
requirements of the

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Company are determined under the SEC's Net Capital Rule. To the extent these
activities expand, the Company's net capital requirements will increase. See
"--Government Regulation--Net Capital Requirements; Liquidity."

EXECUTIVE COMMITTEES

The Company has established three executive committees that institute
policies and procedures regarding the Company's daily operations: the Risk
Committee, the Expense Committee and the Operations Committee. Each committee
includes J. Joe Ricketts, Chairman and Chief Executive Officer, Joseph A. Konen,
President and Chief Operating Officer, Robert T. Slezak, Vice President, Chief
Financial Officer and Treasurer, and assigned executives from each of the
Company's subsidiaries. The committees provide oversight and assist the
subsidiaries in achieving their goals. The committees may suggest the
establishment of, or changes to, policies and procedures of the subsidiaries to
strengthen controls in areas of risk, expense and operations. The committees,
however, do not take the place of the decision-making authority vested in each
of the subsidiaries.

The purpose of the Risk Committee is to help protect the Company in the
event a customer (retail customer or correspondent broker) defaults on a payment
obligation to the Company. In addition, the Risk Committee reviews AmeriTrade
Clearing's new and existing correspondents as well as its retail margin
accounts. The Expense Committee is responsible for establishing policies and
procedures for cost control. The Expense Committee reviews each subsidiary's
expenditures to ensure they are in accordance with a pre-approved business plan.
The purpose of the Operations Committee is to design and document systems,
procedures and policies to make daily operations more efficient, and to ensure
that actual operating procedures conform to documented standards.

SYSTEMS

The Company uses a variety of systems to support investors and the Company's
correspondents. The Company maintains a sophisticated proprietary computer
network that links the various trading applications to the proprietary core
system, the AmeriTrade Operating System ("ATOS"). All of the customer trading
applications interface and feed data through standardized messaging and
formatting into ATOS. ATOS delivers quotes and information to the investor and
routes trades to the market. ATOS then updates account balances and positions
via multiple lines of communication. ATOS also supports other operations such as
clearing functions, account administration and recordkeeping.

The Company's technology relies on a distributed computer system with an IBM
RISC 6000 backbone. To enhance the reliability of the system and integrity of
data, the Company maintains multiple backup systems. A backup power supply
supports the operations facility. Tape backups are made nightly to prevent a
loss of data.

The Company's technology is supported by an internal staff of programmers,
developers and operators 24 hours a day, seven days a week. The programming
staff is supplemented by a team of quality control analysts, Web page
developers, technical writers and design specialists who ensure the final
product is user-friendly and dependable. In addition to supporting the systems,
the staff continually enhances software and hardware and develops new services.
Software is designed to be versatile and easily adaptable to new and emerging
technologies.

COMPETITION

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Inc., Quick & Reilly, Inc. and E*Trade Group, Inc. The Company also encounters
competition from established full-commission brokerage firms as well as
financial institutions, mutual fund sponsors and other organizations, some of
which provide electronic brokerage services. The clearing business is also
highly competitive. AmeriTrade Clearing competes with over 40 clearing firms
that provide clearing and execution services to the securities industry.

The Company believes that the principal competitive factors affecting the
market for its discount brokerage services are price, customer service, quality
of trade execution, delivery platform capabilities, ease of use, graphical user
interface, breadth of services and innovation. Clearing firms compete on the
elements of price, technology, financial strength and customer service. Based on
research conducted with focus groups and the success the Company has enjoyed to
date, the Company believes that it presently competes effectively with respect
to each of these factors.

The general financial success of companies within the securities industry
over the past several years has strengthened existing competitors. The Company
believes that such success will continue to attract new competitors to the
industry such as depository institutions, software development companies,
insurance companies, providers of online financial and information services and
others. Commercial depository institutions and other financial institutions have
become a competitive factor in the securities industry by offering their
customers certain financial services traditionally provided by brokerage firms.
While it is not possible to predict the type and extent of competitive services
that commercial depository institutions and other financial institutions
ultimately may offer or whether regulatory or legislative barriers will be
repealed or modified, brokerage firms such as the Company may be adversely
affected by such competition or legislation.

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

The Company's success and ability to compete are dependent to a significant
degree on its proprietary technology. The Company relies primarily on copyright,
trade secret and trademark law to protect its proprietary technology. The
Company has several registered and unregistered trademarks, various registered
and unregistered copyrights and certain licenses of technology with third
parties. The Company has no patents. The source code for the Company's
proprietary software is protected both as a trade secret and as a copyrighted
work. It is the Company's policy to enter into confidentiality and
noncompetition agreements with its associates and generally to control access to
and distribution of its proprietary technology.

38
<PAGE>
GOVERNMENT REGULATION

BROKER-DEALER REGULATION

The securities industry is subject to extensive regulation under federal and
state law. The SEC is the federal agency responsible for administering the
federal securities laws. In general, broker-dealers are required to register
with the SEC under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Each of the Company's subsidiaries is a broker-dealer and is
registered with the SEC. Under the Exchange Act, every registered broker-dealer
that does business with the public is required to be a member of and is subject
to the rules of the NASD. The NASD has established Rules of Fair Practice, which
are subject to SEC approval, for all securities transactions among
broker-dealers and private investors, trading rules for the over-the-counter
markets, and operational rules for its member firms. The NASD conducts
examinations of member firms, investigates possible violations of the federal
securities laws and its own rules, and conducts disciplinary proceedings
involving members firms and associated individuals. The NASD administers
qualification testing for all securities principals and registered
representatives for its own account and on behalf of the state securities
authorities.

The Company's subsidiaries also are subject to regulation under state law.
Each of the Company's subsidiaries is registered as a broker-dealer in all 50
states and the District of Columbia. A recent amendment to the federal
securities laws prohibits the states from imposing substantive requirements on
broker-dealers which exceed those imposed under federal law. The recent
amendment, however, does not preclude the states from imposing registration
requirements on broker-dealers that operate within their jurisdiction or from
sanctioning such broker-dealers for engaging in misconduct.

The Company has recently initiated an aggressive marketing campaign designed
to bring greater brand name recognition to the Company's product lines. All
marketing activities by the Company are regulated by the NASD, and all such
marketing materials are required by the NASD to be reviewed by the Company's
compliance officer prior to release. The Company does not currently solicit
orders from its customers or make investment recommendations. However, if the
Company were to engage in such activities, it would become subject to additional
rules and regulations governing, among other things, the suitability of
recommendations to customers and sales practices.

AmeriTrade Clearing is engaged primarily in clearing and settling
transactions effected by other broker-dealers (including the Company's other
subsidiaries). In its capacity as a clearing firm, AmeriTrade Clearing is a
member of the National Securities Clearing Corporation, the Depository Trust
Company and The Options Clearing Corporation, each of which is registered as a
clearing agency with the SEC. As a member of the clearing agencies, AmeriTrade
Clearing is required to comply with the rules of such clearing agencies,
including rules relating to possession and control of customer funds and
securities, margin lending and execution and settlement of transactions.
Participation of AmeriTrade Clearing in these clearing agencies also exposes
AmeriTrade Clearing to certain contingent liabilities. The primary function of
the clearing agencies is to guarantee the settlement of securities transactions
among its members. To ensure that they have the resources available to perform
this guarantee function, the clearing agencies are permitted under their rules
to assess their members on a pro-rata basis in the event of participant default.
In addition, under the rules of the clearing agencies, each member is
responsible for transactions cleared by such member on behalf of its customers.
Accordingly, AmeriTrade Clearing is responsible to the clearing agencies for the
obligations of its customers and must pay or deliver funds or securities to
satisfy its customers' obligations even if it has not received the necessary
funds or securities from its customers.

The Company conducts a significant portion of its business through the
Internet and other electronic media and intends to expand its use of such media.
To date, the use of the Internet has been relatively free from regulatory
restraints. However, the SEC, the SROs and the states are beginning to address
the regulatory issues that may arise in connection with the use of the Internet.
Accordingly, there can be no assurance that these authorities will not adopt new
regulations (or interpret their existing regulations) in a manner which
constrains the Company's ability to transact business through the Internet or
other

39
<PAGE>
electronic media. Any additional regulation of the Company's use of electronic
media could render its business or operations more costly, less efficient or
even impossible, any of which could have a material adverse effect on the
Company's business, financial condition and operating results.

NET CAPITAL REQUIREMENTS; LIQUIDITY

As registered broker-dealers and members of the NASD, the Company's
subsidiaries are subject to the Net Capital Rule. The Net Capital Rule, which
specifies minimum net capital requirements for registered brokers-dealers, is
designed to measure the general financial integrity and liquidity of a broker-
dealer and requires that at least a minimum part of its assets be kept in
relatively liquid form. In general, net capital is defined as net worth (assets
minus liabilities), plus qualifying subordinated borrowings and certain
discretionary liabilities, and less certain mandatory deductions that result
from excluding assets that are not readily convertible into cash and from
valuing conservatively certain other assets. Among these deductions are
adjustments (called "haircuts"), which reflect the possibility of a decline in
the market value of an asset prior to disposition.

Failure to maintain the required net capital may subject a firm to
suspension or revocation of registration by the SEC and suspension or expulsion
by the NASD and other regulatory bodies and ultimately could require the firm's
liquidation. The Net Capital Rule prohibits payments of dividends, redemption of
stock, the prepayment of subordinated indebtedness and the making of any
unsecured advance or loan to a stockholder, employee or affiliate, if such
payment would reduce the firm's net capital below a certain level. The Net
Capital Rule also provides that the SEC may restrict for up to 20 business days
any withdrawal of equity capital, or unsecured loans or advances to
stockholders, employees or affiliates ("capital withdrawal") if such capital
withdrawal, together with all other net capital withdrawals during a 30-day
period, exceeds 30% of excess net capital and the SEC concludes that the capital
withdrawal may be detrimental to the financial integrity of the broker-dealer.
In addition, the Net Capital Rule provides that the total outstanding principal
amount of a broker-dealer's indebtedness under certain subordination agreements,
the proceeds of which are included in its net capital, may not exceed 70% of the
sum of the outstanding principal amount of all subordinated indebtedness
included in net capital, par or stated value of capital stock, paid in capital
in excess of par, retained earnings and other capital accounts for a period in
excess of 90 days.

A change in the Net Capital Rule, the imposition of new rules or any
unusually large charge against net capital could limit those operations of the
Company that require the intensive use of capital, such as the financing of
customer account balances, and also could restrict the Company's ability to
withdraw capital from its brokerage subsidiaries, which in turn could limit the
Company's ability to pay dividends, repay debt and repurchase shares of its
outstanding stock. A significant operating loss or any unusually large charge
against net capital could adversely affect the ability of the Company to expand
or even maintain its present levels of business, which could have a material
adverse effect on the Company's business, financial condition and operating
results.

Each of the subsidiaries is a member of Securities Investor Protection
Corporation ("SIPC"), which provides, in the event of the liquidation of a
broker-dealer, protection for customers' accounts held by each of them of up to
$500,000 for each customer account, subject to a limitation of $100,000 for
claims for cash balances. In addition, AmeriTrade Clearing has obtained
$10,000,000 of protection for the benefit of its own broker-dealers and
independent correspondents in excess of SIPC coverage for each account in the
form of an excess securities bond from a private insurance carrier.

40
<PAGE>
INVESTMENTS

The Company had the following investments at September 27, 1996:

<TABLE>
<CAPTION>
OWNERSHIP INTEREST
-------------------
<S> <C>
Roundtable Partners, L.L.C........................................................... 12.1%
Comprehensive Software Systems Ltd................................................... 12.7%
Telescan, Inc........................................................................ 7.2%
</TABLE>

ROUNDTABLE PARTNERS, L.L.C.

Roundtable owns a 99.99% interest in each of Trimark, L.P. ("Trimark") and
Knight Securities, L.P. ("Knight Securities"). Trimark is a third-market trading
operation that makes markets in securities listed on the New York Stock
Exchange, Inc. ("NYSE") and the American Stock Exchange, Inc. Knight Securities
is an OTC trading operation that makes markets in OTC securities, principally
securities traded on the National Association of Securities Dealers, Inc.'s
Automated Quotation System ("NASDAQ"), including Small Capitalization listings
and securities listed on the NASD's OTC Bulletin Board. The customer base of
Trimark and Knight Securities consists primarily of registered broker-dealers
and financial institutions.

Trimark currently executes third market trades for over 100 broker-dealers
throughout the United States. This client base encompasses a broad spectrum of
firms, ranging from small regional brokerages to major correspondent clearing
organizations, national discount brokerages and major NYSE member firms. Knight
Securities currently ranks in the top ten of all brokers trading in NASDAQ/OTC
securities as reported by the AutEx Advertised Trade Volume Report. Knight
Securities makes markets in over 3,500 securities.

The Company believes its investment in Roundtable mitigates the risk of
disruption in payment for order flow by giving the Company a significant
investment in the securities trading business. J. Joe Ricketts, Chairman and
Chief Executive Officer of the Company, is a member of the Advisory Committee of
Roundtable.

COMPREHENSIVE SOFTWARE SYSTEMS LTD.

CSS is a limited partnership organized to provide consulting services and to
develop software for securities broker-dealers, depository institutions and
other financial institutions. The Company is a limited partner of CSS and a
stockholder in its general partner, CSS Management, Inc. ("CSS Management"). J.
Joe Ricketts is a member of the Executive Committee of CSS and a member of the
board of directors of CSS Management.

The Company has provided brokerage and technical assistance to CSS since its
inception in 1993. The Company is in the process of installing software
components developed by CSS in its core back office software system. The Company
believes that the CSS software is the most functional and technologically
advanced product of its type available today.

TELESCAN, INC.

Telescan develops, markets and operates online electronic database systems
serving individual, corporate and institutional customers. Telescan's products
and services, which are based upon its proprietary online operating system and
user software, allow its customers to electronically access and analyze
information through the customers' personal computers. Telescan's user software
is a component of the Company's Accutrade FOR WINDOWS product.

41
<PAGE>
PROPERTIES

The Company's headquarters are located in Omaha, Nebraska and occupy
approximately 40,000 square feet of leased space. See "Certain Transactions." An
additional 35,000 square feet of space to be leased by the Company is currently
under construction and is expected to be completed in May 1997. The existing
lease expires in December 2013, and upon completion of the addition, the lease
will expire in December 2017. The Company also leases three other locations
totalling approximately 25,000 square feet of space under leases that expire
through August 2001.

EMPLOYEES

As of September 27, 1996, the Company employed a total of 334 full-time
associates and 23 part-time associates, of which 139 were registered
representatives. Approximately 85% of the Company's employees have earned at
least a bachelor's degree. The Company believes that its future success will
depend on its continued ability to attract and retain highly skilled and
qualified employees. The Company believes that its relations with its employees
are good.

The Company's employment assessment process is a critical factor in
identifying candidates whose abilities and potential create the opportunity to
be a successful associate with the Company. The assessment process includes an
in-person interview, a work-related behavioral trait profile, a cognitive
reasoning assessment test, a telephone structured interview to identify life
themes predictive of success, and a data entry "keyboarding" or computer skills
test when appropriate. The Company believes that its employment assessment
process has a positive impact on the Company's success.

The Company regularly pays cash bonuses to its management and non-management
employees. Bonuses are based upon the success of the Company and the individual
job performance of the employee.

LEGAL PROCEEDINGS

The Company is not aware of any material legal proceedings against the
Company. The Company is involved from time to time in various legal proceedings
and claims incident to the normal conduct of its business.

42
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The Company's Certificate of Incorporation provides that the number of
directors shall be determined by the manner provided in the Company's Bylaws.
The Bylaws provide that the number of directors shall not be less than three,
with the precise number to be determined by resolution of the Board of Directors
of the Company. The number of directors of the Company currently is six. See
"Description of Capital Stock." Each director is elected to serve until the next
annual meeting and until his or her successor has been elected and qualified or
until his or her earlier resignation or removal. Executive officers are elected
by the Board of Directors and serve until their successor has been elected and
qualified or until their earlier resignation or removal.

The Company's directors, executive officers and other significant employees
are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------- --- -----------------------------------------------------------------------
<S> <C> <C>
J. Joe Ricketts 55 Chairman, Chief Executive Officer and Director

Joseph A. Konen 49 President, Chief Operating Officer and Director

Robert T. Slezak 39 Vice President, Chief Financial Officer, Treasurer and Director

Thomas J. Pleiss 55 Vice President, Regulation and Facilities Planning, and Assistant
Secretary

Susan M. Hohman 54 Vice President, Human Resources

Thomas C. Hushen 53 Vice President, Information Services

Larry W. Collett 40 Vice President, Internal Audit

J. Peter Ricketts 32 Director of Corporate Development and Secretary

Curt A. Conklin 30 Director of Internet Services

P. Richard Sirbu, Jr. 53 President of AmeriTrade Clearing

Kurt D. Halvorson 34 Vice President and General Manager of AmeriTrade Clearing

Michael J. Anderson 40 President of Accutrade

Mary K. Fay 33 President of Ceres

William Glasz 58 President of Aufhauser

William A. Wood 49 President of All American

Gene L. Finn 64 Director

Thomas Y. Hartley 63 Director

Mark L. Mitchell 36 Director
</TABLE>

J. JOE RICKETTS, has served as a director and as Chairman and Chief
Executive Officer of the Company since 1981. From 1975 to 1981, Mr. Ricketts
served in various capacities with predecessors to the Company. Prior to 1975,
Mr. Ricketts was a registered representative with a national brokerage firm, an
investment advisor with Ricketts & Co., and a branch manager with Dun &
Bradstreet. Mr. Ricketts is a director of CSS Management and is on the Advisory
Committee of Roundtable. Mr. Ricketts currently serves as a member of the
District Committee for District 4 of the NASD. Mr. Ricketts received his B.A. in
economics from Creighton University.

JOSEPH A. KONEN has served as President and Chief Operating Officer of the
Company since October 1994 and has served as a director since October 1996. From
October 1992 to April 1995, Mr. Konen served as President of AmeriTrade
Clearing. Mr. Konen served as Operations Manager of AmeriTrade Clearing

43
<PAGE>
from February 1992 to October 1992. Mr. Konen was a principal in Joseph A. Konen
& Associates, a management consulting firm from June 1990 to February 1992. Mr.
Konen was President and Chief Executive Officer of Vital Learning Corporation, a
training industry firm, from January 1989 to June 1990 and was President and
Chief Executive Officer of its parent, Vital Resources, Inc., from October 1987
to June 1990. Mr. Konen held various executive management positions from 1970 to
1987 with responsibility for corporate finance, including acquisitions,
divestitures, and strategic planning. Mr. Konen was a member of the Clearing
Firms Committee of the Securities Industry Association from 1995 to 1996 and was
a member of its Membership Committee from 1993 to 1994. Mr. Konen holds a B.A.
in economics and an M.B.A. in finance from Indiana University.

ROBERT T. SLEZAK has served as Vice President, Chief Financial Officer and
Treasurer of the Company since January 1989 and has served as a director since
October 1996. Mr. Slezak joined the Company in March 1987 and served as
Operations Manager at AmeriTrade Clearing until January 1989. Prior to that
time, Mr. Slezak was a Senior Financial Analyst for Peter Kiewit Sons' Inc., an
international construction and mining company, from August 1985 to March 1987.
From January 1980 to August 1985, Mr. Slezak was on the audit staff of Deloitte
& Touche, a big six accounting firm. Mr. Slezak served as a member of the
District Committee for District 4 of the NASD from 1990 to 1992, and as a member
of its Nominating Committee from 1993 to 1994. Mr. Slezak is a Certified Public
Accountant. Mr. Slezak holds a B.S. in business from the University of Nebraska
at Omaha and an M.B.A. from Creighton University.

THOMAS J. PLEISS has served as Vice President, Regulation and Facilities
Planning of the Company since October 1992. From August 1987 to October 1992,
Mr. Pleiss served as President of AmeriTrade Clearing. Mr. Pleiss served as Vice
President of Jerry Leonard Inc., a major retail specialty corporation, from
October 1984 to July 1987. Mr. Pleiss served as Financial Manager of AmeriTrade
Clearing from October 1982 to October 1984. From July 1970 to October 1982, Mr.
Pleiss was Treasurer and Controller of Lozier Corporation, an international
manufacturer of store fixtures. From December 1963 to July 1970, Mr. Pleiss was
on the audit staff of Deloitte & Touche, a big six accounting firm. Mr. Pleiss
was a Director of Midwest Securities Trust Company from 1991 to 1994. Mr. Pleiss
also was a member of the Clearing Firms Committee of the Securities Industry
Association from 1990 to 1992, and was Vice Chairperson of the Central States
District of the Securities Industry Association from 1995 to 1996. Mr. Pleiss is
a Certified Public Accountant. Mr. Pleiss has a B.S. in business from Creighton
University.

SUSAN M. HOHMAN has served as Vice President, Human Resources, of the
Company since August 1986. Prior to that time, Mrs. Hohman served in human
resource management positions with various public and private organizations for
14 years. Mrs. Hohman was a member of the Human Resources Committee of the
Securities Industry Association in 1993. Mrs. Hohman received a B.S. in
management from Bellevue University.

THOMAS C. HUSHEN has served as Vice President, Information Services of the
Company since November 1996. Mr. Hushen served as Director of Information
Services of AmeriTrade Clearing from May 1995 to November 1996. Mr. Hushen
served as Technical Recruiter for Matrix Resources, Inc., a technical recruiting
firm, from February 1995 to May 1995, and as Vice President and Chief
Information Officer of Southwest Securities Group, Inc. from March 1994 to
December 1994. From July 1985 to February 1994, Mr. Hushen was Director,
Applications Development, for AMR Corp. Mr. Hushen received a B.A. in business
from the University of New Hampshire.

LARRY W. COLLETT has served as Vice President, Internal Audit for the
Company since April 1996. Mr. Collett served as Vice President, Systems
Integration at AmeriTrade Clearing from October 1992 to April 1996. Mr. Collett
served as Operations Manager at AmeriTrade Clearing from September 1988 to
October 1992. Mr. Collett worked in the Margin Department of AmeriTrade Clearing
from April 1983 to September 1988. Mr. Collett attended Metropolitan Technical
Community College.

J. PETER RICKETTS has served as Secretary of the Company since November 1996
and as Director of Corporate Development of the Company since August 1996. From
April 1995 to August 1996, Mr. Ricketts

44
<PAGE>
served as Project Director for Accutrade. From January 1995 to March 1995, Mr.
Ricketts served as Vice President of Ceres and from May 1994 to January 1995 as
President of Ceres. Mr. Ricketts was a customer service representative for
Accutrade from December 1993 to May 1994. Mr. Ricketts worked as Manager,
Business Development, for Woodward Clyde Consultants, an environmental
consulting firm, from October 1992 to September 1993. Mr. Ricketts served as
Account Representative for Union Pacific Railroad from July 1991 to September
1992. Mr. Ricketts holds a B.A. in biology and an M.B.A. from the University of
Chicago. J. Peter Ricketts is the son of J. Joe Ricketts.

CURT A. CONKLIN has served as Director of Internet Services of the Company
since July 1995. From February 1993 to July 1995, he was a systems designer with
Lettuce Entertain You Enterprises, a restaurant company based in Chicago. He
served as Analyst, Mergers and Acquisitions, for the North American Banking
Group of First Chicago NBD Corp. from June 1992 to February 1993. Mr. Conklin
was Associate Analyst, Research for Alex. Brown & Sons, Inc., an investment
banking firm, from January 1990 to December 1991. Mr. Conklin received a B.A. in
economics from the University of Chicago.

P. RICHARD SIRBU, JR. has served as the President of AmeriTrade Clearing
since April 1995. From June 1994 to April 1995, Mr. Sirbu served as General
Manager of AmeriTrade Clearing. From March 1992 to May 1994, Mr. Sirbu served as
President of SFI, a management consulting firm. Mr. Sirbu served as Director of
Tenex Corporation, a plastic manufacturer, from May 1986 to February 1992. Mr.
Sirbu was Branch Manager of Inter-Tel, a telecommunications company, from May
1985 to May 1986. Mr. Sirbu served as President and Chief Executive Officer of
Datawave, Inc., an office automation firm, from September 1980 to May 1985. Mr.
Sirbu received a B.S. in business from Youngstown State University.

KURT D. HALVORSON has served as Vice President and General Manager of
AmeriTrade Clearing since April 1996. Mr. Halvorson served as Vice President and
Controller of AmeriTrade Clearing from October 1992 to March 1996, and as
Controller of AmeriTrade Clearing from September 1987 to October 1992. Mr.
Halvorson was on the audit staff of Deloitte & Touche, a big six public
accounting firm, from 1984 to September 1987. Mr. Halvorson is a Certified
Public Accountant. Mr. Halvorson received a B.S. in business from the University
of Nebraska.

MICHAEL J. ANDERSON has served as President of Accutrade since May 1996. Mr.
Anderson served as General Manager of Accutrade from August 1994 to May 1996,
and served as Director of Marketing and Sales of AmeriTrade Clearing from
October 1992 until August 1994. Mr. Anderson was an account executive for Vital
Learning Corporation, a training industry firm, from January 1990 to October
1992. Mr. Anderson received a B.S. in marketing from Iowa State University.

MARY K. FAY has served as President of Ceres since July 1995. From November
1987 to July 1995, Ms. Fay served in various capacities with Accutrade,
including Vice President, Operations Manager and Manager, Customer Service. Ms.
Fay served as Manager of the Dividend and Reorganization departments of
AmeriTrade Clearing from May 1983 to November 1987. Ms. Fay received a B.S. in
management from Bellevue University.

WILLIAM GLASZ has served as President of Aufhauser since July 1995. Mr.
Glasz served as President of Ceres from January 1995 to July 1995. From November
1994 to December 1994, Mr. Glasz served as Vice President of Ceres. From
December 1989 to November 1994, Mr. Glasz was Vice President, Trading, for
AmeriTrade Clearing. Mr. Glasz was Vice President of Accutrade from December
1986 to December 1989, and was President of First National Futures, Inc., a
dissolved subsidiary of the Company, from 1983 to 1985. Mr. Glasz worked for
Prudential Bache Securities from 1981 to 1983 as a registered representative.
From 1960 to 1981, Mr. Glasz was an officer in the United States Air Force. Mr.
Glasz has a B.G.S. degree from the University of Nebraska at Omaha and an M.B.A.
from the University of Alaska.

WILLIAM A. WOOD has served as President of All American since November 1995.
Mr. Wood served as Vice President and Director of Operations of AmeriTrade
Clearing from April 1993 to November 1995. From November 1991 to April 1993, Mr.
Wood was Director, Regional Sales, for the AmeriVest division of

45
<PAGE>
All American. Prior to joining the Company, Mr. Wood had a twenty year career in
management and marketing positions in investment banking. Mr. Wood received a
B.S. in marketing and a J.D. from the University of South Carolina. Mr. Wood
also graduated from the Banking School of the South at Louisiana State
University.

GENE L. FINN has served as a director of the Company since December 1996.
Mr. Finn was Vice President and Chief Economist of the NASD from 1983 to 1995.
Mr. Finn was Chief Economist and Senior Adviser for the SEC from 1969 to 1982.
In such capacities, Mr. Finn provided policy advice on stock market and
investment company regulation and oversight. Mr. Finn is an independent
consultant and is on the Advisory Committee of Roundtable. Mr. Finn holds a
Ph.D. in economics from the University of Wisconsin.

THOMAS Y. HARTLEY has served as a director of the Company and as Chairman of
the Board's Audit Committee since December 1996. Mr. Hartley has been President
and Chief Operating Officer of Colbert Golf Design and Development and has acted
as Senior PGA tour agent for professional golfer Jim Colbert since 1991. Mr.
Hartley was a partner in Deloitte & Touche, a big six public accounting firm,
from 1973 to 1988, and served in other positions with Deloitte & Touche from
1959 to 1973. Mr. Hartley was an officer in the United States Air Force from
1955 to 1961. Mr. Hartley has been a director of Rio Hotel and Casino, Inc.
since 1990, a director of Southwest Gas Corporation since 1991 and a director of
Sierra Health Services since 1992. Mr. Hartley served as Chairman of the
University of Nevada at Las Vegas Foundation from 1994 to 1996. Mr. Hartley is a
Certified Public Accountant. Mr. Hartley has a B.S. in commerce from Ohio
University and earned certification in the Advanced Management Program at
Harvard University.

MARK L. MITCHELL has served as a director of the Company since December
1996. Mr. Mitchell served as a member of the Company's Board of Advisors in
1993. Mr. Mitchell has been an Associate Professor of Finance at the University
of Chicago since 1994 and was an Assistant Professor of Finance from 1990 to
1993. Mr. Mitchell also has performed consulting services for a number of major
corporations, law firms and securities firms. Mr. Mitchell was a Senior
Financial Economist for the SEC from 1987 to 1990. Mr. Mitchell will be a
Visiting Associate Professor of Finance at the Harvard Business School for the
1997-1998 academic year. Mr. Mitchell has been a member of the Economic Advisory
Board of the NASD since 1995. Mr. Mitchell received his Ph.D. in applied
economics from Clemson University.

DIRECTOR COMPENSATION

The Company intends to provide restricted shares of Class A Stock, options
to purchase Class A Stock and cash compensation to its non-employee directors in
accordance with the AmeriTrade Holding Corporation 1996 Directors Incentive Plan
(the "Directors Plan"). Pursuant to the Directors Plan, upon election to the
Board for the first term, each such director will receive 500 restricted shares
of Class A Stock and options to purchase 1,000 shares of Class A Stock, which
options will be exercisable at the fair market value on the date of grant and
vest over a period of three years. Upon each subsequent election to the Board,
each such director will receive cash compensation of $10,000 and options to
purchase a number of shares of Class A Stock based on the financial performance
of the Company during the prior fiscal year. The Company also reimburses
directors for reasonable expenses incurred in attending meetings.

46
<PAGE>
EXECUTIVE OFFICER COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets the total annual compensation paid to or for the
account of the Chief Executive Officer of the Company and the four other most
highly compensated executive officers of the Company for the year ended
September 27, 1996:

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1)
- ----------------------------------------------------- --------- ---------- ---------- ----------------
<S> <C> <C> <C> <C>
J. Joe Ricketts ..................................... 1996 $ 285,252 $ 178,000 $ 11,778
Chairman and
Chief Executive Officer

Joseph A. Konen ..................................... 1996 $ 200,004 $ 75,000 $ 11,940
President and
Chief Operating Officer

Robert T. Slezak .................................... 1996 $ 175,008 $ 50,000 $ 11,940
Vice President, Chief
Financial Officer and
Treasurer

P. Richard Sirbu, Jr. ............................... 1996 $ 115,590 $ 32,416 $ 8,352(2)
President of AmeriTrade Clearing

Thomas J. Pleiss .................................... 1996 $ 105,000 $ 38,835 $ 10,602
Vice President and
Assistant Secretary
</TABLE>

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

(1) The amounts in this column represent employer contributions to the Company's
Profit Sharing Plan.

(2) Includes $279 in employer contributions to the Company's 401(k) Plan.

PROFIT SHARING PLAN

The Company maintains the AmeriTrade Holding Corporation Associates Profit
Sharing Plan and Trust (the "Profit Sharing Plan") for the benefit of eligible
employees of the Company and its subsidiaries. Generally, all employees who have
attained age 21 and have completed a year of service are eligible for
participation in the Profit Sharing Plan. For any plan year, the Company may
make a discretionary contribution to the Profit Sharing Plan, which is allocated
to participants employed on the last day of the year based on their compensation
for that year pursuant to a formula integrated with the Social Security taxable
wage base. Participants vest in their account balances in 20 percent increments,
and become fully vested after completing six years of service with the Company.
Generally, distributions from the Profit Sharing Plan are made following
termination of employment. Unless a participant elects periodic payments, during
the first calendar year following termination of employment the amount
distributable is the greater of one-half of the participant's vested account
balance or $50,000, with any remaining portion of such account balance paid in
the next following year. The assets of the Profit Sharing Plan are invested
primarily in Class A Stock. Upon completion of the Offering, the Profit Sharing
Plan will own approximately % of the Class A Stock.

1996 LONG TERM INCENTIVE PLAN

The Company has adopted the AmeriTrade Holding Corporation 1996 Long Term
Incentive Plan (the "Incentive Plan"). The number of shares which may be awarded
under the Incentive Plan shall not exceed 500,000 shares in the aggregate, no
more than 100,000 shares may be awarded to any one individual in any

47
<PAGE>
one-year period and the aggregate cash payout with respect to awards under the
Incentive Plan in any calendar year for any one individual may not exceed $2.5
million. Shares issued under the Incentive Plan may be authorized and unissued
shares of Class A Stock or treasury shares of Class A Stock. In the event of
certain transactions affecting the type or number of outstanding shares of Class
A Stock, the number of shares subject to the Incentive Plan, the number or type
of shares subject to outstanding awards and the exercise price thereof will be
appropriately adjusted. The Incentive Plan will authorize the award of options
to purchase Class A Stock, Class A Stock appreciation rights ("SARs"), awards of
Class A Stock (which may be subject to restrictions) and performance units.

The Incentive Plan shall be administered by a committee of the Board
consisting of two or more non-employee directors appointed to administer the
Incentive Plan (the "Committee"). The Board has designated the Compensation
Committee to act as the Committee. The Committee will determine which employees
of the Company shall be eligible to receive awards under the Incentive Plan, and
the amount, price, timing and other terms and conditions applicable to such
awards; provided, that only the Chief Executive Officer, Chief Operating Officer
and Chief Financial Officer are eligible to receive awards under the Incentive
Plan.

Options awarded under the Incentive Plan may be either incentive stock
options which are intended to satisfy the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended, or nonqualified stock options which
are not intended to satisfy Section 422 of the Code. SARs may be granted in
tandem or otherwise in connection with options or may be granted as
free-standing awards. Exercise of an option will result in the corresponding
surrender of any tandem SAR. The exercise price of an option or SAR may not be
less than the fair market value of a share of Class A Stock on the date on which
the option or SAR is granted. Options and SARs will be exercisable in accordance
with the terms established by the Committee. Options and SARs will expire on the
date determined by the Committee, which shall not be later than the earliest to
occur of (i) the tenth anniversary of the grant date, (ii) the first anniversary
of the participant's termination of employment by reason of death or disability,
(iii) the third anniversary of the participant's termination of employment by
reason of retirement or (iv) the three-month anniversary of the participant's
termination of employment for any other reason. If an SAR is issued in tandem
with an option, the expiration date for the SAR shall be the expiration date for
the related option.

Under the Incentive Plan, the Committee may grant awards of Class A Stock to
participants, which shall be subject to such conditions and restrictions, if
any, as the Committee may determine. During the period a stock award is subject
to restrictions or limitations, the Committee may award the participant dividend
rights with respect to such shares.

The Committee may also award participants performance units, which entitle
the participant to receive value for the units at the end of a performance
period to the extent provided under the award. The number of units and the
performance measures and periods shall be established by the Committee at the
time such award is made.

All awards under the Incentive Plan will accelerate and become fully vested
upon a change in control of the Company.

EXECUTIVE BONUS PLAN

Effective October 1, 1991, the Company adopted an Executive Bonus Plan (the
"Executive Bonus Plan") to allow designated executive participants the
opportunity to earn bonus awards with current and deferred components. The value
of each component is based on the annual increase (if any) in the book value per
share of Common Stock. Not later than October 31 of each plan year, which is the
same as the Company's fiscal year, the Board designates the executives who shall
be participants in the Executive Bonus Plan for such plan year and the
performance guidelines to be used to determine the number of Credits that may be
earned by such participant for such plan year.

48
<PAGE>
On or before November 15 of each plan year, each participant designates
whether the Credits that may be earned for a particular plan year shall vest as
of the last day of such plan year ("Cash Bonus Credits"), the last day of the
fifth plan year commencing after such plan year ("5-Year Credits"), or the
earlier of the last day of the fifth plan year commencing after such plan year
or the participant's attainment of age 55 ("Age-55 Credits"); provided, that no
more than 50% of the Credits for a plan year may be designated as Cash Bonus
Credits. No later than December 31 following the end of each plan year, the
Company credits to each participant's applicable Cash Bonus Credit Account,
5-Year Credit Account or Age-55 Credit Account the number of Credits, if any,
earned for such plan year and allocated by the participant to that Account.

Upon vesting, each Credit entitles the participant to a cash payment equal
to the excess, if any, of the book value of a share of Common Stock on the last
day of the plan year in which Credit vests over the book value of a share of
Common Stock on the last day of the plan year immediately preceding the plan
year with respect to which the Credit was awarded. Such payment is made on or
before the first January 31 occurring after the end of the plan year in which
the Credit vests with respect to the participant. If a participant's employment
with the Company terminates for any reason other than death or disability prior
to the time the participant's Credits become vested, such Credits are forfeited.
Credits become fully vested in the event of the participant's death or
disability. Vesting may be accelerated for any reason in the sole discretion of
the Board.

The Company records all increases in the value of participant accounts in
the year of such increase for all current and deferred Credits. The Company has
recorded expenses in connection with the Executive Bonus Plan of $1,710,000,
$1,105,000 and $544,350 for the years ended September 27, 1996, September 29,
1995 and September 30, 1994, respectively.

EMPLOYMENT AGREEMENTS

The Company and Messrs. J. Joe Ricketts, Joseph A. Konen and Robert T.
Slezak have entered into employment agreements, dated as of December 3, 1996,
with an initial term ending December 3, 1997 (the "Employment Agreements"). The
Employment Agreements are subject to three successive, automatic one-year
extensions unless either party to the agreement gives written notice of
non-renewal to the other party at least 180 days prior to the then current
expiration date. Under the terms of the Employment Agreements, Mr. Ricketts will
serve as Chairman and Chief Executive Officer of the Company and is to receive a
base salary at an annual rate of $350,000, subject to adjustment, Mr. Konen will
serve as President and Chief Operating Officer of the Company and is to receive
a base salary at an annual rate of $300,000, subject to adjustment, and Mr.
Slezak will serve as Vice President, Chief Financial Officer and Treasurer of
the Company and is to receive a base salary at an annual rate of $250,000,
subject to adjustment. Each of the named officers are also entitled to incentive
compensation and other employee benefits under the various benefit plans and
programs maintained by the Company.

The Employment Agreements will terminate prior to the scheduled expiration
date in the event of the death or disability of any of the named officers. In
addition, either party may terminate any of the Employment Agreements with or
without cause (as defined therein). If any of the named officers are discharged
from his employment by the Company without cause, he will receive continued
payments of his base salary for a period commencing on the date of termination
and ending on a date as determined in the respective Employment Agreement. In
addition, the Employment Agreements contain confidentiality covenants on the
part of the named officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of the Compensation Committee are Messrs. Mark L.
Mitchell and Thomas Y. Hartley. Prior to October 1996, there was no Compensation
Committee and the then existing Board participated in decisions regarding
executive officer compensation. During the year ended September 27,

49
<PAGE>
1996, no member of the Board served as a director or a member of the
compensation committee of any other company of which any executive officer
served as a member of the Board.

The Company paid $591,040 during each of fiscal 1994, 1995 and 1996 to J.
Joe Ricketts and Marlene M. Ricketts for lease of the Company's headquarters. J.
Joe Ricketts is Chairman and Chief Executive Officer of the Company.

On June 7, 1994, J. Joe Ricketts borrowed $430,000 from the Company, payable
in monthly installments, at an 8.75% interest rate. The remaining outstanding
principal balance of the loan was fully paid on May 7, 1996.

On September 5, 1995, J. Joe Ricketts borrowed $173,000 from the Company,
payable on demand, at a 7.25% interest rate. The remaining outstanding principal
balance of the loan was fully paid on November 19, 1996.

CERTAIN TRANSACTIONS

The Company has engaged in a variety of transactions with the Ricketts
Family and may continue to engage in similar transactions in the future. The
Company's intention is that all such transactions will be on terms at least as
favorable to the Company as would be obtainable in arms-length dealings with
unrelated third persons. In addition, the fairness and reasonableness of any
compensation paid to the Ricketts Family or their affiliates by the Company and
any material transaction between the Ricketts Family or their affiliates and the
Company in the future will be subject to approval by a majority of the
independent members of the Board or by an independent firm selected by such
members. See "Compensation Committee Interlocks and Insiders Participation."

50
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Stock by (i) each stockholder who is known by the Company to
own beneficially more than 5% of the outstanding shares of Common Stock, (ii)
each director, (iii) each executive officer named in the Summary Compensation
Table, (iv) all directors and executive officers as a group and (v) each Selling
Stockholder. Amounts shown assume the Underwriters' over-allotment option is not
exercised.

<TABLE>
<CAPTION>
PRIOR TO THE OFFERING
-------------------------- AFTER THE OFFERING
NUMBER -------------------------
OF PERCENT NUMBER OF NUMBER PERCENT
NAME OF STOCKHOLDER SHARES(1) OF SHARES SHARES OFFERED OF SHARES OF SHARES
- ------------------------------------------------- ----------- ------------- --------------- ---------- -------------

<S> <C> <C> <C> <C> <C>
J. Joe Ricketts (2).............................. 5,479,713 68.4% 96,000 5,383,713 %

Marlene M. Ricketts (3).......................... 2,739,856 34.2 96,000 2,643,856

Ricketts Grandchildren Trust (4)................. 990,000 12.4 990,000

AmeriTrade Holding Corporation Profit
Sharing Plan (5)............................... 870,780 10.9 870,780

Lee M. and Mary Jean Volkmer, as joint tenants... 255,750 3.2 50,000 205,750

Gerald E. and Patricia Gress, as joint tenants... 120,000 1.5 50,000 70,000 *

Laurine Volkmer.................................. 103,500 1.3 19,000 84,500 *

Joseph A. Konen (6).............................. 5,555 * -- 5,555 *

Robert T. Slezak (7)............................. 2,222 * -- 2,222 *

Thomas J. Pleiss (8)............................. 444 * -- 444 *

P. Richard Sirbu, Jr............................. 277 * -- 277 *

Gene L. Finn..................................... 500 * -- 500 *

Thomas Y. Hartley................................ 500 * -- 500 *

Mark L. Mitchell................................. 500 * -- 500 *

All directors and executive officers
as a group (18 in group)....................... 5,578,271 69.7 96,000 5,482,271
</TABLE>

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

* Less than 1% of the shares outstanding.

(1) Amounts of shares of Common Stock beneficially owned assumes that all of the
Class B Stock has been converted into Class A Stock.

(2) Includes 2,296,186 shares of Class A Stock owned by Marlene M. Ricketts,
17,310 shares of Class A Stock in J. Ricketts IRA, 17,310 shares of Class A
Stock in M. Ricketts IRA, 426,390 shares of Class B Stock owned by the Joe
Ricketts Dynasty Trust, and 426,360 shares of Class B Stock owned by the
Marlene Ricketts Dynasty Trust. Mr. Ricketts' address is c/o AmeriTrade
Holding Corporation, 4211 South 102nd Street, Omaha, Nebraska 68127.

(3) Includes 17,310 shares of Class A Stock in M. Ricketts IRA and 426,360
shares of Class B Stock owned by the Marlene Ricketts Dynasty Trust. Ms.
Ricketts' address is c/o AmeriTrade Holding Corporation, 4211 South 102nd
Street, Omaha, Nebraska 68127.

(4) The trustee of the Ricketts Grandchildren Trust is First National Bank of
Omaha, First National Center, 16th and Dodge Streets, Omaha, Nebraska 68102.

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<PAGE>
(5) The address of the Profit Sharing Plan is c/o AmeriTrade Holding
Corporation, 4211 South 102nd Street, Omaha, Nebraska 68127. For a
description of the Profit Sharing Plan, see "Management-- Executive Officer
Compensation--Profit Sharing Plan."

(6) Represents shares of Class A Stock owned by Joseph A. Konen IRA.

(7) Represents shares of Class A Stock held by Robert T. Slezak and Jane G.
Slezak, as trustees of the Robert T. Slezak and Jane G. Slezak Revocable
Trust.

(8) Represents shares of Class A Stock owned by Thomas J. and Michaele A.
Pleiss.

DESCRIPTION OF CAPITAL STOCK

The following description of the Company's authorized capital stock is
subject to the detailed provisions of the Company's Certificate of Incorporation
and Bylaws, copies of which have been filed as exhibits to the Registration
Statement of which this Prospectus is a part.

The authorized capital stock of the Company consists of 25,000,000 shares of
Class A Common Stock, $.01 par value (the "Class A Stock"), 2,000,000 shares of
Class B Common Stock, $.01 par value (the "Class B Stock"), and 3,000,000 shares
of preferred stock, $1.00 par value (the "Preferred Stock"). The Class A Stock
and the Class B Stock are referred to herein as the "Common Stock." At September
27, 1996, there were 7,155,900 shares of Class A Stock outstanding, 852,750
shares of Class B Stock outstanding and no shares of Preferred Stock were
outstanding. After the Offering, there will be shares of Class A Stock
outstanding ( shares if the Underwriters' over-allotment option is exercised in
full), 852,750 shares of Class B Stock outstanding and no shares of Preferred
Stock outstanding. The additional shares of Common Stock and Preferred Stock may
be utilized for a variety of corporate purposes, including future public
offerings and corporate acquisitions, and could be utilized, under certain
circumstances, to delay, prevent or make more difficult a takeover or change in
control of the Company.

COMMON STOCK

VOTING RIGHTS

Except as otherwise required by law and with respect to the election of
directors, the holders of Class A Stock and the holders of Class B Stock have
one vote per share and vote as a single class with respect to all matters
submitted to a vote of stockholders. Under the Delaware General Corporation Law
("DGCL"), any proposal to amend the Certificate of Incorporation to change the
rights, preferences and limitations of Class A Stock must be approved by the
holders of Class A Stock voting separately as a class. The number of directors
shall not be less than three, with the precise number to be determined by
resolution of the Board. The Company currently has six directors. The Class B
Stock is entitled to elect a majority of the directors of the Company. The Class
A Stock is entitled to elect the remaining directors of the Company. Directors
may be removed and vacancies may generally be filled only by the holders of the
class of Common Stock that elected the removed director or that had previously
filled the vacancy. If all of the shares of Class B Stock are converted into
Class A Stock or otherwise cease to be outstanding, the holders of Class A Stock
will be entitled to elect all of the directors, subject to the rights of the
holders of Preferred Stock, if any. Shares of Class A Stock and Class B Stock do
not have cumulative voting rights.

The holders of Class B Stock generally will have the power to defeat any
attempt to acquire control of the Company even though such a change in control
may be favored by stockholders holding substantially more than a majority of the
Company's outstanding shares of Common Stock. This may have the effect of
precluding holders of shares in the Company from receiving any premium above
market price for their shares which may be offered in connection with any such
attempt to acquire control. The holders of Class B Stock through their ability
to control the Board will also generally have the power to prevent certain
fundamental corporate changes, such as a sale of substantially all of the
Company's assets, a merger of the Company, or an amendment to the Company's
Certificate of Incorporation.

52
<PAGE>
DIVIDEND RIGHTS

Each share of Class A Stock is entitled to dividends if, as and when
dividends are declared by the Board. Any dividend declared and payable in cash,
capital stock of the Company (other than Class A Stock or Class B Stock) or
other property must be paid equally on a share for share basis on Class A Stock
and Class B Stock. Dividends and distributions payable in shares of Class A
Stock may be paid only on shares of Class A Stock, and dividends and
distributions payable in shares of Class B Stock may be paid only on shares of
Class B Stock. If a dividend or distribution payable in Class A Stock is made on
Class A Stock, a simultaneous and equivalent dividend or distribution in Class B
Stock must be made on Class B Stock. If a dividend or distribution payable in
Class B Stock is made on Class B Stock, a simultaneous and equivalent dividend
or distribution in Class A Stock must be made on Class A Stock.

CONVERSION RIGHTS

The Class A Stock is not convertible. Each share of Class B Stock is
convertible into one share of Class A Stock at any time at the option of and
without cost to the holder thereof. Each share of Class B Stock shall
automatically convert into one share of Class A Stock in the event such share of
Class B Stock is sold or transferred to any person other than to a member of the
Control Group. In addition, the Class B Stock shall automatically convert on a
share for share basis into Class A Stock if the number of shares of outstanding
Common Stock held by the Control Group falls below 20% of the total number of
shares of outstanding Common Stock.

LIQUIDATION RIGHTS

The holders of the Class A Stock and the holders of the Class B Stock are
entitled to participate equally on a share for share basis in all distributions
to the holders of Common Stock in any liquidation, distribution or winding up of
the Company.

PREEMPTIVE RIGHTS

Neither the holders of Class A Stock nor the holders of Class B Stock have
preemptive rights to purchase shares of such stock or shares of stock of any
other class that the Company may issue.

PREFERRED STOCK

The Board of Directors of the Company is authorized to issue, by resolution
and without any action by stockholders, up to 3,000,000 shares of Preferred
Stock and may establish the designations, dividend rights, dividend rate,
conversion rights, voting rights, terms of redemption, liquidation preference,
sinking fund terms and all other preferences and rights of any series of
Preferred Stock, including rights that could adversely affect the voting power
of the holders of Class A Stock. The Company has no present intention to issue
any shares of Preferred Stock.

CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS

The Company's Certificate of Incorporation incorporates certain provisions
permitted under the DGCL relating to the liability of directors. These
provisions eliminate the personal liability of its directors to the Company or
its stockholders for monetary damages for any breach of their fiduciary duties
in their capacity as directors, except for any breach of the duty of loyalty,
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, for liability under Section 174 of the DGCL
(relating to certain unlawful dividends, stock repurchases or stock
redemptions), or for any transaction from which the director derived any
improper personal benefit. These provisions do not eliminate a director's duty
of care and do not affect the availability of equitable remedies such as an
action to enjoin or rescind a transaction involving a breach of fiduciary duty.
Moreover, these provisions do not apply to claims against a director for
violation of certain laws, including Federal securities laws. The

53
<PAGE>
Company's Bylaws contain provisions to indemnify the directors and officers to
the fullest extent permitted by the DGCL. The Company believes that these
provisions will assist the Company in attracting and retaining qualified
individuals to serve as directors and officers.

The Company's Bylaws establishes procedures, including advance notice
procedures, regarding the nomination of candidates for election as directors and
stockholder proposals. For nominations of directors or other business to be
properly brought by a stockholder before an annual meeting of stockholders, a
stockholder must give notice to the Secretary of the Company of not less than
120 days nor more than 150 days prior to the date of the Company's proxy
statement regarding the preceding year's annual meeting. For nominations or
other business to be properly brought by a stockholder before a special meeting
of stockholders, a stockholder must give notice to the Secretary of not less
than 60 days nor more than 90 days prior to the date of such special meeting. A
special meeting of the stockholders may only be called by the Chief Executive
Officer, the President, the majority of the Board or the holders of not less
than 25% of the outstanding voting stock of the Company. A stockholder may
nominate a person to be a director only if such stockholder would be entitled to
vote for such person in the election for such director. In addition, the notice
of a stockholder nominating a person for director must provide all information
relating to such person as is required by Regulation 14A of the Exchange Act.

DELAWARE ANTI-TAKEOVER LAW

Section 203 of the DGCL ("Section 203") restricts certain transactions
between a corporation organized under Delaware law (or its majority-owned
subsidiaries) and any person holding 15% or more of the corporation's
outstanding voting stock, together with the affiliates or associates of such
person (an "Interested Stockholder"). Section 203 prevents, for a period of
three years following the date that a person becomes an Interested Stockholder,
the following types of transactions between the corporation and the Interested
Stockholder (unless certain conditions, described below, are met): (a) mergers
or consolidations, (b) sales, leases, exchanges or other transfers of 10% or
more of the aggregate assets of the corporation, (c) issuances or transfers by
the corporation of any stock of the corporation which would have the effect of
increasing the Interested Stockholder's proportionate share of the stock of any
class or series of the corporation, (d) any other transaction which has the
effect of increasing the proportionate share of the stock of any class or series
of the corporation which is owned by the Interested Stockholder and (e) receipt
by the Interested Stockholder of the benefit (except proportionately as a
stockholder) of loans, advances, guarantees, pledges or other financial benefits
provided by the corporation.

The three-year ban does not apply if either the proposed transaction or the
transaction by which the Interested Stockholder became an Interested Stockholder
is approved by the board of directors of the corporation prior to the time such
stockholder becomes an Interested Stockholder. Additionally, an Interested
Stockholder may avoid the statutory restriction if, upon the consummation of the
transaction whereby such stockholder becomes an Interested Stockholder, the
stockholder owns at least 85% of the outstanding voting stock of the corporation
without regard to those shares owned by the corporation's officers and directors
or certain employee stock plans. Business combinations are also permitted within
the three-year period if approved by the board of directors and authorized at an
annual or special meeting of stockholders by the holders of at least two-thirds
of the outstanding voting stock not owned by the Interested Stockholder. In
addition, any transaction is exempt from the statutory ban if it is proposed at
a time when the corporation has proposed, and a majority of certain continuing
directors of the corporation have approved, a transaction with a party who is
not an Interested Stockholder (or who becomes such with approval of the board of
directors) if the proposed transaction involves (a) certain mergers or
consolida-tions involving the corporation, (b) a sale or other transfer of over
50% of the aggregate assets of the corporation or (c) a tender or exchange offer
for 50% or more of the outstanding voting stock of the corporation.

54
<PAGE>
TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for Class A Stock is The Bank of New York.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the Offering, there has been no market for Class A Stock of the
Company. Future sales of substantial amounts of Class A Stock in the public
market, or the perception that such sales may occur, could adversely affect the
market price of the Class A Stock prevailing from time to time in the public
market.

Upon completion of the Offering, the Company will have approximately
shares of Common Stock outstanding ( shares if the Underwriters' over-allotment
option is exercisable in full), including shares of Class A Stock offered
hereby and 7,697,650 "restricted" shares of Common Stock. The shares of Class A
Stock offered hereby will be freely tradeable without restriction or further
registration under the Securities Act by persons other than "affiliates" of the
Company within the meaning of Rule 144 promulgated under the Securities Act. All
of the 6,844,900 shares of Class A Stock that were outstanding before the
Offering but are not being sold pursuant to the Offering and all 852,750
outstanding shares of Class B Stock may not be sold unless registered under the
Securities Act or sold in accordance with an exemption therefrom, such as Rule
144. In general, under Rule 144 as currently in effect, a person (and persons
whose shares are aggregated with those of such person) who has owned restricted
shares beneficially for at least two years, including an affiliate for purposes
of Rule 144, would be entitled to sell within any three-month period a number of
shares that does not exceed the greater of (i) one percent of the then
outstanding shares of Class A Stock or (ii) the average weekly trading volume of
the Class A Stock during the four calendar weeks preceding the date on which
notice of the sale is filed with the SEC. Sales under Rule 144 are also subject
to certain manner of sale provisions, notice requirements and the availability
of current public information about the Company. Of the 7,697,650 restricted
shares, 7,568,743 shares of Common Stock are currently eligible for sale under
Rule 144 and 128,907 shares of Common Stock will be eligible for sale under Rule
144 beginning in November 1998. Certain employees of the Company purchased
59,462 shares of Class A Stock from J. Joe Ricketts in November 1996. Although
those shares will be eligible for sale under Rule 144 beginning in November
1998, the respective stock purchase agreements between such employees and Mr.
Ricketts prohibit the sale of such shares until May 1999, subject to certain
limited exceptions. In addition, the Company intends to register under the
Securities Act 500,000 shares of Class A Stock under the Incentive Plan. See
"Management--Executive Compensation--1996 Long Term Incentive Plan."

Each of the Company, its directors and officers, the Selling Stockholders
and certain other stockholders has agreed that it will not offer, sell, contract
to sell, announce its intention to sell, pledge or otherwise dispose of,
directly or indirectly, or file with the SEC a registration statement under the
Securities Act relating to, any additional shares of the Company's Class A Stock
or securities convertible into or exchangeable or exercisable for any shares of
the Company's Class A Stock without the prior written consent of CS First Boston
Corporation for a period of 180 days after the date of this Prospectus, except
in the case of the Company, issuances pursuant to the exercise of employee stock
options granted under the Company's existing incentive plans and, in the case of
the directors and officers, Selling Stockholders and certain other stockholders,
gifts and pledges of shares where the donees or pledgees, as the case may be,
agree in writing to be bound by the terms of such agreement. See "Underwriting."

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<PAGE>
UNDERWRITING

Under the terms and subject to the conditions contained in an Underwriting
Agreement dated , 1996 (the "Underwriting Agreement"), the Underwriters
named below (the "Underwriters"), for whom CS First Boston Corporation and
Raymond James & Associates, Inc. are acting as representatives (the
"Representatives"), have severally but not jointly agreed to purchase from the
Company and the Selling Stockholders the following respective numbers of shares
of Class A Stock:

<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERWRITER OF CLASS A STOCK
- --------------------------------------------------------------------------- -----------------

<S> <C>
CS First Boston Corporation................................................

Raymond James & Associates, Inc............................................
-----------------

Total..................................................................
-----------------
-----------------
</TABLE>

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the shares of Class A Stock offered hereby (other
than those shares covered by the over-allotment option described below) if any
are purchased. The Underwriting Agreement provides that, in the event of a
default by an Underwriter, in certain circumstances the purchase commitments of
non-defaulting Underwriters may be increased or the Underwriting Agreement may
be terminated.

The Company has granted to the Underwriters an option, exercisable by CS
First Boston Corporation, expiring at the close of business on the 30th day
after the date of this Prospectus, to purchase up to additional
outstanding shares of Class A Stock from the Company at the initial public
offering price less the underwriting discounts and commissions, all as set forth
on the cover page of this Prospectus. Such option may be exercised only to cover
over-allotments in the sale of the shares of Class A Stock offered hereby. To
the extent such option is exercised, each Underwriter will become obligated,
subject to certain conditions, to purchase approximately the same percentage of
such additional shares of Class A Stock as it was obligated to purchase pursuant
to the Underwriting Agreement.

The Company has been advised by the Representatives that the Underwriters
propose to offer the shares of Class A Stock to the public at the public
offering price set forth on the cover page of this Prospectus and, through the
Representatives, to certain dealers at such price less a concession of $
per share, and the Underwriters and such dealers may allow a discount of $
per share on sales to certain other dealers. After the initial public offering,
the public offering price and concession and discount to dealers may be changed
by the Representatives.

The Representatives have informed the Company that they do not expect
discretionary sales by the Underwriters to exceed 5% of the shares of Class A
Stock being offered hereby.

Each of the Company, its directors and officers, the Selling Stockholders
and certain other stockholders has agreed that it will not offer, sell, contract
to sell, announce its intention to sell, pledge or otherwise dispose of,
directly or indirectly, or file with the SEC a registration statement under the
Securities Act relating to, any additional shares of the Company's Class A Stock
or securities convertible into or exchangeable or exercisable for any shares of
the Company's Class A Stock without the prior written consent of CS First Boston
Corporation for a period of 180 days after the date of this Prospectus, except
in the case of the Company, issuances pursuant to the exercise of employee stock
options granted under the Company's existing incentive plans and, in the case of
the directors and officers, Selling Stockholders and certain other stockholders,
gifts and pledges of shares where the donees or pledgees, as the case may be,
agree in writing to be bound by the terms of such agreement.

At the request of the Company, the Underwriters have reserved for sale, at
the initial public offering price less 60% of the underwriting discount
approximately % of the shares offered hereby, to directors,

56
<PAGE>
officers and employees of the Company and its subsidiaries. The number of shares
available for sale to the general public will be reduced to the extent such
persons purchase such reserved shares. Any reserved shares not so purchased will
be offered by the Underwriters to the general public on the same terms as the
other shares offered hereby.

The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including civil liabilities under the
Securities Act, or contribute to payments which the Underwriters may be required
to make in respect thereof.

Application will be made to list the shares of Class A Stock being offered
hereby on the NASDAQ National Market under the symbol "AMTD".

Prior to the Offering, there has been no established trading market for the
Class A Stock. The initial price to the public for the Class A Stock offered
hereby has been determined by negotiation among the Company, the Selling
Stockholders and the Representatives. The factors considered in determining the
initial price to the public include the history of and the prospects for the
industry in which the Company operates, the ability of the Company's management,
the past and present operations of the Company, the historical results of
operations of the Company, the prospects for future operating income and
earnings of the Company and the trends of such operating income and earnings,
the general condition of the securities markets at the time of the Offering and
the recent market prices of securities of generally comparable companies. There
can be no assurance, however, that the prices at which the Class A Stock will
sell in the public market after the Offering will not be lower than the price at
which they are sold by the Underwriters.

Each of the Company's subsidiaries is a member of the NASD. Raymond James &
Associates, Inc. ("Raymond James"), one of the Underwriters, may be deemed to be
an affiliate of the Company. The Offering, therefore, is being conducted in
accordance with the applicable provisions of Schedule E of the By-Laws of the
NASD. Schedule E requires that the initial public offering price of the Class A
Stock not be higher than that recommended by a "qualified independent
underwriter" meeting certain standards. Accordingly, CS First Boston Corporation
is assuming the responsibilities of acting as the qualified independent
underwriter and conducting due diligence. The initial public offering price of
the Class A Stock set forth on the cover page of this Prospectus will be no
higher than the price recommended by CS First Boston Corporation.

Raymond James, together with the Company and certain other investors, is a
limited partner of CSS and a stockholder in its general partner, CSS Management.
See "Business--Investments." Raymond James owns approximately 12.7% of CSS.
Thomas A. James, Chairman of the Board of Directors of Raymond James Financial,
Inc., the sole parent of Raymond James, is a member of the Executive Committee
of CSS and a member of the Board of Directors of CSS Management.

SUBSEQUENT RESTRICTIONS

Securities industry regulations prohibit an NASD member firm, after the
completion of a distribution of securities of its parent to the public, from
effecting any transaction (except on an unsolicited basis) for the account of
any customer in, or making any recommendation with respect to, any such
security. Thus, following the Offering, the Company's subsidiaries will not be
permitted to make recommendations regarding the purchase or sale of the Class A
Stock.

Under the Rules of the NASD, if any employee of any of the Company's
subsidiaries, any person associated (as defined in such Rules) with any of the
Company's subsidiaries, or any immediate family member of any such employee or
associated person purchases any of the shares of Class A Stock offered hereby,
such person may not sell, transfer, assign, pledge or hypothecate such shares
for a period of five months following the effective date of the Offering.

57
<PAGE>
NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the Class A Stock in Canada is being made only on a
private placement basis exempt from the requirement that the Company prepare and
file a prospectus with the securities regulatory authorities in each province
where trades of Class A Stock are effected. Accordingly, any resale of the Class
A Stock in Canada must be made in accordance with applicable securities laws
which will vary depending on the relevant jurisdiction, and which may require
resales to be made in accordance with available statutory exemptions or pursuant
to a discretionary exemption granted by the applicable Canadian securities
regulatory authority. Purchasers are advised to seek legal advice prior to any
resale of the Class A Stock.

REPRESENTATIONS OF PURCHASERS

Each purchaser of Class A Stock in Canada who receives a purchase
confirmation will be deemed to represent to the Company, the Selling
Stockholders and the dealer from whom such purchase confirmation is received
that (i) such purchaser is entitled under applicable provincial securities laws
to purchase such Class A Stock without the benefit of a prospectus qualified
under such securities laws, (ii) where required by law, that such purchaser is
purchasing as principal and not as agent, and (iii) such purchaser has reviewed
the text above under "--Resale Restrictions."

RIGHTS OF ACTION AND ENFORCEMENT

The Class A Stock being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the SECURITIES ACT (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission of rights of action under
the civil liability provisions of the U.S. federal securities law.

All of the Company's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Ontario purchasers to effect service of process within Canada upon the
Company or such persons. All or a substantial portion of the assets of the
Company and such persons may be located outside of Canada and, as a result, it
may not be possible to satisfy a judgment against the Company or such persons in
Canada or to enforce a judgment obtained in Canadian courts against the Company
or persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of Class A Stock to whom the SECURITIES ACT (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within 10 days of the sale of any Class
A Stock acquired by such purchaser pursuant to this offering. Such report must
be in the form attached to British Columbia Securities Commission Blanket Order
BOR #88/5, a copy of which may be obtained from the Company. Only one such
report must be filed in respect of Class A Stock acquired on the same date and
under the same prospectus exemption.

VALIDITY OF CLASS A STOCK

The validity of the shares of Class A Stock offered hereby will be passed
upon for the Company by Mayer, Brown & Platt, Chicago, Illinois. The validity of
the shares of Class A Stock offered hereby will be passed upon for the
Underwriters by McDermott, Will & Emery, Chicago, Illinois.

58
<PAGE>
EXPERTS

The consolidated financial statements of the Company as of September 29,
1995 and September 27, 1996 and for each of the three years in the period ended
September 27, 1996 included in this Prospectus and elsewhere in the Registration
Statement have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report appearing herein, and have been included in reliance upon
their authority as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed a Registration Statement under the Securities Act with
respect to the shares of Class A Stock offered hereby. As permitted by the rules
and regulations of the SEC, this Prospectus does not contain all the information
set forth in the Registration Statement. For further information about the
Company and the Class A Stock, reference is made to the Registration Statement
and to the financial statements, exhibits and schedules filed therewith. The
statements contained in this Prospectus about the contents of any contract or
other document referred to are not necessarily complete, and in each instance,
reference is made to a copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. Copies of each such document may be obtained
from the SEC at its principal office in Washington, D.C. upon payment of the
charges prescribed by the SEC or, in the case of certain of such documents, by
accessing the SEC's World Wide Web site at http://www.sec.gov.

Upon completion of the Offering, the Company will be subject to the
informational requirements of the Exchange Act, and, in accordance therewith,
will be required to file reports, proxy statements and other information with
the SEC. Such reports, proxy statements and other information will be able to be
inspected and copied at the Public Reference Section of the SEC at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional
offices at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of the reports, proxy statements and other information will be able to be
obtained from the Public Reference Section of the SEC, Washington, D.C. 20549,
upon payment of prescribed rates or, in certain cases, by accessing the SEC's
World Wide Web site at http://www.sec.gov. The Class A Stock of the Company will
be quoted on the Nasdaq National Market under the symbol "AMTD," and such
reports, proxy statements and other information concerning the Company will also
be able to be inspected at the offices of Nasdaq Operations, 1735 K Street,
N.W., Washington, D.C. 20006.

59
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
------------
<S> <C>
Independent Auditors' Report........................................................................ F-2

Consolidated Balance Sheets......................................................................... F-3

Consolidated Statements of Income................................................................... F-4

Consolidated Statements of Stockholders' Equity..................................................... F-5

Consolidated Statements of Cash Flows............................................................... F-6

Notes to Consolidated Financial Statements.......................................................... F-7
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of

AmeriTrade Holding Corporation and Subsidiaries

Omaha, Nebraska

We have audited the accompanying consolidated balance sheets of AmeriTrade
Holding Corporation (formerly, "TransTerra Co.") and its subsidiaries
(collectively, the "Company") as of September 29, 1995 and September 27, 1996,
and the related consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended September 27, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of AmeriTrade Holding Corporation
and its subsidiaries as of September 29, 1995 and September 27, 1996, and the
results of their operations and their cash flows for each of the three years in
the period ended September 27, 1996 in conformity with generally accepted
accounting principles.

DELOITTE & TOUCHE LLP

Omaha, Nebraska

November 1, 1996

F-2
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMER 29, 1995 AND SEPTEMBER 27, 1996

<TABLE>
<CAPTION>
1995 1996
-------------- --------------
<S> <C> <C>
ASSETS

Cash and cash equivalents......................................................... $ 1,765,643 $ 15,767,170
Cash and investments segregated in compliance with federal regulations............ 123,690,798 175,668,497
Receivable from brokers, dealers, and clearing organizations...................... 9,954,239 15,096,862
Receivable from customers and correspondents--net of allowance for doubtful
accounts: 1995--$58,124; 1996 -- $202,956........................................ 130,187,319 166,075,055
Furniture, equipment and leasehold improvements--net of accumulated depreciation
and amortization: 1995--$1,250,494; 1996--$2,139,323............................. 3,690,746 3,746,178
Goodwill and intangible assets--net of accumulated amortization................... 6,945,767 6,709,765
Equity investments................................................................ 4,178,555 7,157,783
Other investment.................................................................. 1,250,000 5,000,000
Deferred income taxes............................................................. 86,239 444,378
Other assets...................................................................... 5,355,317 6,013,544
-------------- --------------
Total assets.............................................................. $ 287,104,623 $ 401,679,232
-------------- --------------
-------------- --------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Payable to brokers, dealers and clearing organizations.......................... $ 2,857,679 $ 1,193,479
Payable to customers and correspondents......................................... 251,862,383 356,942,970
Accounts payable and accrued liabilities........................................ 5,221,473 7,221,008
Notes payable to bank........................................................... 7,097,000 4,853,000
Income taxes payable............................................................ 562,369 806,711
-------------- --------------
Total liabilities......................................................... 267,600,904 371,017,168
-------------- --------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $1 par value; authorized 3,000,000 shares, none issued....... -- --
Common stock, $0.01 par value:
Class A--30,000,000 shares authorized and 8,311,530 shares issued in 1995;
25,000,000 shares authorized and 7,155,900 shares issued and outstanding
in 1996................................................................... 2,770 71,559
Class B--30,000,000 shares authorized and 1,559,250 shares issued in 1995;
2,000,000 shares authorized and 852,750 shares issued and outstanding in
1996...................................................................... 520 8,528
-------------- --------------
Total common stock........................................................ 3,290 80,087
Additional paid in capital........................................................ 1,098,378 857,716
Retained earnings................................................................. 19,839,450 29,724,261
Treasury stock--at cost:
1,832,130 Class A shares in 1995.............................................. (1,398,034) --
30,000 Class B shares in 1995................................................. (39,365) --
-------------- --------------
Total treasury stock...................................................... (1,437,399) --
-------------- --------------
Total stockholders' equity................................................ 19,503,719 30,662,064
-------------- --------------
Total liabilities and stockholders' equity................................ $ 287,104,623 $ 401,679,232
-------------- --------------
-------------- --------------
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED SEPTEMBER 30, 1994,

SEPTEMBER 29, 1995 AND SEPTEMBER 27, 1996

<TABLE>
<CAPTION>
1994 1995 1996
------------- ------------- -------------
<S> <C> <C> <C>
Revenues:
Commissions and clearing fees............................ $ 20,386,228 $ 23,977,481 $ 36,469,561
Interest revenue......................................... 9,856,108 16,296,871 22,517,655
Equity income (loss) from investments.................... (575,250) 542,515 3,358,871
Gain from sale of partnership interest................... -- 584,293 --
Other.................................................... 1,693,861 1,480,730 3,032,443
------------- ------------- -------------
Total revenues......................................... 31,360,947 42,881,890 65,378,530
Interest expense......................................... 3,911,674 7,862,287 11,039,777
------------- ------------- -------------
Net revenues........................................... 27,449,273 35,019,603 54,338,753
Expenses excluding interest:
Employee compensation and benefits....................... 6,537,771 8,481,977 14,049,642
Commissions and clearance................................ 1,716,625 2,516,796 2,530,642
Communications........................................... 1,891,855 2,352,590 3,685,535
Occupancy and equipment costs............................ 1,412,433 1,626,725 2,889,654
Advertising and promotion................................ 5,987,762 4,842,392 7,537,265
Provision for losses..................................... 266,000 1,428,663 148,014
Amortization of goodwill................................. 6,652 94,152 363,002
Other.................................................... 2,180,413 2,846,280 4,717,406
------------- ------------- -------------
Total expenses excluding interest...................... 19,999,511 24,189,575 35,921,160
------------- ------------- -------------
Income before provision for income taxes................... 7,449,762 10,830,028 18,417,593

Provision for income taxes................................. 2,618,933 3,798,881 7,259,248
------------- ------------- -------------

Net income................................................. $ 4,830,829 $ 7,031,147 $ 11,158,345
------------- ------------- -------------
------------- ------------- -------------

Earnings per share......................................... $ 0.60 $ 0.88 $ 1.39
------------- ------------- -------------
------------- ------------- -------------

Weighted average shares outstanding........................ 8,034,969 8,008,650 8,008,650
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED SEPTEMBER 30, 1994,

SEPTEMBER 29, 1995 AND SEPTEMBER 27, 1996

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
--------------------------------- PAID-IN RETAINED TREASURY
TOTAL CLASS A CLASS B TOTAL CAPITAL EARNINGS STOCK
------------ --------- ----------- --------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, September 25, 1993....... $ 7,830,919 $ 2,770 $ 520 $ 3,290 $ 1,098,378 $ 7,977,474 $(1,248,223)
Net income........................ 4,830,829 -- -- -- -- 4,830,829 --
Purchase of treasury stock........ (189,176) -- -- -- -- -- (189,176)
------------ --------- ----------- --------- ----------- ------------ -----------
Balance, September 30, 1994....... 12,472,572 2,770 520 3,290 1,098,378 12,808,303 (1,437,399)
Net income........................ 7,031,147 -- -- -- -- 7,031,147 --
------------ --------- ----------- --------- ----------- ------------ -----------
Balance, September 29, 1995....... 19,503,719 2,770 520 3,290 1,098,378 19,839,450 (1,437,399)
Net income........................ 11,158,345 -- -- -- -- 11,158,345 --
Retirement of treasury stock...... -- (385) (236) (621) (163,244) (1,273,534) 1,437,399
Issuance of shares to effect 30
for 1 stock exchange............. -- 69,174 8,244 77,418 (77,418) -- --
------------ --------- ----------- --------- ----------- ------------ -----------
Balance, September 27, 1996....... $ 30,662,064 $ 71,559 $ 8,528 $ 80,087 $ 857,716 $ 29,724,261 $ --
------------ --------- ----------- --------- ----------- ------------ -----------
------------ --------- ----------- --------- ----------- ------------ -----------
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 1994,

SEPTEMBER 29, 1995 AND SEPTEMBER 27, 1996

<TABLE>
<CAPTION>
1994 1995 1996
------------- ------------- -------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income......................................................... $ 4,830,829 $ 7,031,147 $ 11,158,345
Adjustments to reconcile net income to net cash from operating
activities:
Depreciation and amortization.................................... 346,930 511,156 1,048,692
Provision for losses............................................. 266,000 1,428,663 148,014
Deferred income taxes............................................ (83,142) (6,280) (358,139)
Loss on disposal of furniture, equipment and leasehold
improvements................................................... 78,126 -- --
Equity (income) loss from investments............................ 575,250 (1,126,808) (3,358,871)
Amortization of goodwill......................................... 6,652 94,152 363,002
Changes in operating assets and liabilities:
Cash and investments segregated in compliance with federal
regulations.................................................. (47,550,033) (23,689,423) (51,977,699)
Receivable from brokers, dealers and clearing organizations.... (3,297,597) 1,792,810 (5,080,870)
Receivable from customers and correspondents................... (13,612,289) (31,988,712) (36,035,750)
Refundable income taxes........................................ 412,400 -- --
Other assets................................................... (1,147,340) (2,551,644) (658,027)
Payable to brokers, dealers and clearing organizations......... 1,432,789 98,981 (1,664,200)
Payable to customers and correspondents........................ 59,580,703 53,323,772 105,080,587
Accounts payable and accrued liabilities....................... (74,718) 2,113,250 1,999,534
Income taxes payable........................................... 185,806 376,563 244,342
------------- ------------- -------------
Net cash provided by operating activities.................... 1,950,366 7,407,627 20,908,961
------------- ------------- -------------
Cash flows from investing activities:
Acquisition of subsidiary.......................................... -- (7,582,337) (188,953)
Purchase of furniture, equipment and leasehold improvements........ (1,008,734) (2,609,544) (1,811,738)
Proceeds from sale of furniture, equipment and leasehold
improvements..................................................... -- -- 707,614
Purchase of equity and other investments........................... (737,660) (4,687,650) (6,272,361)
Distributions received from equity investments..................... -- 189,744 2,902,004
Proceeds from sale of partnership interest......................... -- 600,000 --
------------- ------------- -------------
Net cash used in investing activities........................ (1,746,394) (14,089,787) (4,663,434)
------------- ------------- -------------
Cash flows from financing activities:
Proceeds from notes payable to bank................................ -- 7,900,000 --
Principal payments on notes payable to bank........................ -- (803,000) (2,244,000)
Purchase of treasury stock......................................... (189,176) -- --
------------- ------------- -------------
Net cash provided by (used in) financing activities.......... (189,176) 7,097,000 (2,244,000)
------------- ------------- -------------
Net increase in cash and cash equivalents............................ 14,796 414,840 14,001,527
Cash and cash equivalents at beginning of year....................... 1,336,007 1,350,803 1,765,643
------------- ------------- -------------
Cash and cash equivalents at end of year............................. $ 1,350,803 $ 1,765,643 $ 15,767,170
------------- ------------- -------------
------------- ------------- -------------
Supplemental cash flow information:
Interest paid...................................................... $ 3,586,945 $ 7,490,422 $ 11,025,779
------------- ------------- -------------
------------- ------------- -------------
Income taxes paid.................................................. $ 2,342,345 $ 3,587,169 $ 7,342,359
------------- ------------- -------------
------------- ------------- -------------
Noncash financing activities:
Retirement of treasury stock....................................... $ -- $ -- $ 1,437,399
------------- ------------- -------------
------------- ------------- -------------
Exchange of common stock........................................... $ -- $ -- $ 77,418
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 1994,
SEPTEMBER 29, 1995 AND SEPTEMBER 27, 1996

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION--The consolidated financial statements include the
accounts of AmeriTrade Holding Corporation (formerly TransTerra Co.) and its
wholly-owned subsidiaries (collectively, the "Company"), AmeriTrade Clearing,
Inc. (formerly, AmeriTrade, Inc.) ("AmeriTrade Clearing"), Accutrade, Inc.
("Accutrade"), Ceres Securities, Inc. ("Ceres"), K. Aufhauser & Company, Inc.
("Aufhauser"), and All American Brokers, Inc. ("All American"). All significant
intercompany balances and transactions have been eliminated.

On September 27, 1996, the Company's Board of Directors approved a
resolution to reincorporate in the State of Delaware and change its name from
TransTerra Co. to AmeriTrade Holding Corporation. The reincorporation was
accomplished by exchanging each share of Class A and Class B common stock of
TransTerra Co. for thirty shares of Class A and Class B common stock,
respectively of AmeriTrade Holding Corporation. All share data and per share
amounts have been restated to reflect this exchange.

NATURE OF OPERATIONS--AmeriTrade Clearing is a broker-dealer that provides
trade execution and clearing serivces to correspondent broker-dealers.
AmeriTrade Clearing is required to abide by all applicable rules and regulations
of the Securities and Exchange Commission, the Chicago Stock Exchange, Inc. and
the National Association of Securities Dealers. Accutrade, Ceres, Aufhauser and
All American, are broker-dealers that provide discount securities brokerage and
related financial services. Ceres brokerage operations commenced in October
1994. Each of these brokerage companies clears its securities transactions
through AmeriTrade Clearing.

The Company reports on a fifty-two/fifty-three week year.

USE OF ESTIMATES--The preparation of consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

SECURITIES TRANSACTIONS--Securities transactions are recorded on a
settlement date basis with such transactions generally settling three business
days after trade date. Revenues and expenses related to securities transactions
are also recorded on settlement date, which is not materially different than
trade date.

DEPRECIATION AND AMORTIZATION--Depreciation is provided on a straight-line
basis using estimated useful service lives of five to seven years. Leasehold
improvements are amortized over the lesser of the economic useful life of the
improvement or the term of the lease.

Goodwill is amortized on a straight-line basis generally over a twenty year
period. Accumulated amortization at September 29, 1995 and September 27, 1996
was $154,020 and $517,022, respectively.

EARNINGS PER SHARE--Per share data is determined based on the weighted
average number of common shares outstanding each year.

F-7
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1994,
SEPTEMBER 29, 1995 AND SEPTEMBER 27, 1996

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
INCOME TAXES--The Company files a consolidated income tax return with its
subsidiaries on a calendar year basis. Deferred income taxes are provided for
temporary differences between financial statement and taxable income. The
principal temporary differences arise from depreciation, bad debts, prepaid
expenses, and certain accrued liabilities. Deferred tax liabilities and assets
are determined based on the differences between the financial statement carrying
amounts and tax bases of assets and liabilities using enacted tax rates in
effect in the years in which the differences are expected to reverse.

CASH AND CASH EQUIVALENTS--The Company considers temporary, highly liquid
investments to be cash equivalents.

SEGREGATED CASH AND INVESTMENTS--Cash and investments at AmeriTrade Clearing
of $123,690,789 and $175,668,497 in 1995 and 1996, respectively, have been
segregated in a special reserve bank account for the benefit of customers under
Rule 15c3-3 of the Securities Exchange Act of 1934.

ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS--The Company considers the
amounts presented for financial instruments on the consolidated balance sheets
to be reasonable estimates of fair value. The fair value of the Company's
long-term borrowings, estimated based on current interest rates, does not differ
significantly from the amount recorded at September 27, 1996.

INVESTMENTS--Investments in other companies and partnerships are accounted
for under the equity method when the Company has the ability to exercise
significant influence over the investee's operating and financial policies or
when the investment is a corporate joint venture. The cost method is used for
other investments. All material intercompany balances and transactions are
eliminated in consolidation.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS--In March 1995, Statement of
Financial Accounting Standards No. 121, ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED
ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF ("SFAS No. 121") was issued.
SFAS No. 121 establishes the accounting and reporting requirements for
recognizing and measuring impairment of long-lived assets to be either held and
used or held for disposal. The Company does not expect SFAS No. 121 to have a
material effect on its consolidated financial statements.

RECLASSIFICATIONS--Certain items in prior years' consolidated financial
statements have been reclassified to conform to the fiscal 1996 presentation.

2. INVESTMENTS

EQUITY INVESTMENTS

ROUNDTABLE PARTNERS, L.L.C. ("ROUNDTABLE")--As of September 27, 1996, the
Company owned a 12.1% interest in Roundtable, a limited liability company formed
to hold equity interests in securities trading and market making companies. This
investment is accounted for using the equity method.

COMPREHENSIVE SOFTWARE SYSTEMS, LTD. ("CSS")--As of September 27, 1996, the
Company owned a 12.7% limited partnership interest in CSS, a joint venture
formed for the purpose of developing software

F-8
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1994,
SEPTEMBER 29, 1995 AND SEPTEMBER 27, 1996

2. INVESTMENTS (CONTINUED)
for securities broker-dealers, banks and other financial institutions. This
investment is accounted for using the equity method.

SUMMARIZED FINANCIAL INFORMATION--The following summarized unaudited
financial information represents an aggregation of financial information of
Roundtable and CSS:

<TABLE>
<CAPTION>
AS OF AS OF
DECEMBER 31, SEPTEMBER 30,
1995 1996
------------- -------------
<S> <C> <C>
Balance Sheet Data:
Current assets............................................... $ 57,766,755 $ 71,387,992
Noncurrent assets............................................ 19,710,164 21,025,326
Current liabilities.......................................... 25,872,354 30,547,586
Noncurrent liabilities....................................... 6,337,693 1,570,029
</TABLE>

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED YEAR ENDED ENDED
DECEMBER 31, DECEMBER 31, SEPTEMBER 30,
1994 1995 1996
------------- ------------- -------------
<S> <C> <C> <C>
Earnings Data:
Total revenues................................ $ -- $ 44,098,654 $ 82,837,705
Net earnings (loss)........................... (2,345,089) 9,679,293 24,965,680
</TABLE>

OTHER INVESTMENT

TELESCAN, INC. ("TELESCAN")--As of September 27, 1996, the Company owned
approximately 7.2% of the outstanding common stock of Telescan, a publicly
traded software/online services company. The Company's investment in Telescan is
subject to restrictions under Rule 144 of the Securities Act of 1933 and the
investment is, therefore, accounted for using the cost method.

3. NOTES PAYABLE TO BANK

The Company has the following notes payable under a bank loan agreement:

<TABLE>
<CAPTION>
1995 1996
------------ ------------
<S> <C> <C>
Term note......................................................... $ 1,347,000 $ 478,000
Term note B....................................................... 5,750,000 4,375,000
Revolving note.................................................... -- --
------------ ------------
Total........................................................... $ 7,097,000 $ 4,853,000
------------ ------------
------------ ------------
</TABLE>

The term note, dated December 22, 1994 provides for monthly payments of
$79,000 plus interest through December 31, 1996; the remaining balance plus
interest is due on January 31, 1997. The term note B, dated July 7, 1995
provides for monthly payments of $125,000 plus interest through June 30, 1999;
the remaining balance plus interest is due on July 31, 1999. The variable
interest rate on the notes was 9.25% at September 27, 1996.

F-9
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1994,
SEPTEMBER 29, 1995 AND SEPTEMBER 27, 1996

3. NOTES PAYABLE TO BANK (CONTINUED)
The revolving note provides for borrowings up to $4,000,000 through January
31, 1997. The Company pays a maintenance fee of 0.5% of the unused borrowings on
the revolving note payable.

Principal payments due under the term notes are as follows:

Loans under the agreement are collateralized by all shares of AmeriTrade
Clearing common stock. In addition, the agreement requires the Company to
operate under the following restrictive covenants:

1. AmeriTrade Clearing shall maintain net capital in excess of $8,000,000
computed under the alternative method according to Rule 15c3-1 of the
Securities Exchange Act of 1934.

2. Net worth must be maintained in excess of $12,000,000 plus 50% of fiscal
year cumulative net income beginning with the fiscal year ending
September 27, 1996.

4. INCOME TAXES

Provision for income tax is comprised of the following for fiscal years
ended:

<TABLE>
<CAPTION>
1994 1995 1996
------------ ------------ ------------
<S> <C> <C> <C>
Current expense:
Federal........................................... $ 2,692,075 $ 3,680,161 $ 7,132,387
State............................................. 10,000 125,000 485,000
------------ ------------ ------------
2,702,075 3,805,161 7,617,387
Deferred credit:
Federal........................................... (74,828) (5,652) (306,777)
State............................................. (8,314) (628) (51,362)
------------ ------------ ------------
(83,142) (6,280) (358,139)
------------ ------------ ------------
Provision for income taxes.......................... $ 2,618,933 $ 3,798,881 $ 7,259,248
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

F-10
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1994,
SEPTEMBER 29, 1995 AND SEPTEMBER 27, 1996

4. INCOME TAXES (CONTINUED)
A reconciliation of the federal statutory tax rate to the effective tax rate
applicable to income before provision for income taxes follows:

<TABLE>
<CAPTION>
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Federal statutory rate...................................................... 34.00% 34.00% 35.00%
State taxes, net of federal tax effect...................................... 1.00 0.76 1.71
Amortization of goodwill.................................................... -- 0.28 0.75
Other....................................................................... 0.15 0.04 1.95
--------- --------- ---------
35.15% 35.08% 39.41%
--------- --------- ---------
--------- --------- ---------
</TABLE>

Deferred tax assets (liabilities) are comprised of the following:

<TABLE>
<CAPTION>
1995 1996
----------- -----------
<S> <C> <C>
Depreciation and amortization, net.................................. $ (167,898) $ (144,841)
Prepaid expenses.................................................... (373,030) (261,460)
----------- -----------
(540,928) (406,301)
Accrued liabilities................................................. 627,167 850,679
----------- -----------
Net deferred tax assets............................................. $ 86,239 $ 444,378
----------- -----------
----------- -----------
</TABLE>

5. NET CAPITAL

The Company's subsidiaries are subject to the Net Capital Rule under the
Securities Exchange Act of 1934 and are required to maintain a minimum net
capital. Net capital and the related net capital requirement may fluctuate on a
daily basis.

At September 29, 1995 and September 27, 1996, all of the subsidiaries'
minimum net capital exceeded the required net capital under the Net Capital
Rule.

6. EMPLOYEE BENEFIT PLANS

The Company has a profit-sharing plan under which the annual contribution is
determined at the discretion of the Board of Directors. Profit sharing expense
was $210,933, $261,143 and $388,800 for the fiscal years ended 1994, 1995, and
1996, respectively.

The Company adopted a 401(k) plan covering all eligible employees on January
1, 1995. The plan provides for matching contributions at the discretion of the
Board of Directors. Contribution expense under this plan was $26,043 and $9,093
for the fiscal years ended 1995 and 1996, respectively.

The Company has an executive bonus plan which was designed to allow
designated executive participants the opportunity to earn bonus awards with
current and deferred components. The value of each component is based on the
annual increase (if any) in the book value per share of the common stock.

F-11
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1994,
SEPTEMBER 29, 1995 AND SEPTEMBER 27, 1996

6. EMPLOYEE BENEFIT PLANS (CONTINUED)
Executive bonus plan expense was $544,350, $1,105,000 and $1,710,000 for the
fiscal years ended 1994, 1995 and 1996, respectively.

7. COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS--The Company and its subsidiaries have various
noncancellable leases on facilities and certain computer and office equipment
requiring annual payments as follows:

<TABLE>
<CAPTION>
FISCAL YEAR ENDING AMOUNT
- ------------------------------------------------------------------------------- -------------
<S> <C>
1997........................................................................... $ 2,061,711
1998........................................................................... 1,897,073
1999........................................................................... 1,419,969
2000........................................................................... 892,532
2001........................................................................... 749,834
Thereafter (to December 31, 2013).............................................. 7,240,239
-------------
Total........................................................................ $ 14,261,358
-------------
-------------
</TABLE>

The Company and certain of its subsidiaries lease their office facilities
from the Chief Executive Officer of the Company and his wife. The lease expires
on December 31, 2013, and provides for annual rentals of $591,040. Additionally,
the Company and its subsidiaries lease certain computer equipment, office
equipment, and office facilities under various operating leases. Rental expense
was $834,299, $866,983 and $1,581,171 for fiscal years ended 1994, 1995 and
1996, respectively.

The Company has amended its lease for office facilities to provide for
additional space. The amended lease is for a term of twenty years, and will
provide for annual rentals of $1,288,000. This amended lease is expected to
become effective in 1997.

LETTERS OF CREDIT--Letters of credit in an aggregate amount of $16.3 million
as of September 27, 1996, have been issued on behalf of AmeriTrade Clearing by a
financial institution. These letters of credit, which are for the benefit of
securities clearinghouses, have been issued to support margin requirements.
AmeriTrade Clearing pays a maintenance fee of 0.5% of the committed amount for
each letter of credit. In addition, the same financial institution may make
loans to AmeriTrade Clearing if requested under a note. AmeriTrade Clearing has
pledged customer securities, the amount of which fluctuates from time to time,
to secure its obligations under the letters of credit and the note. As of
September 27, 1996, no amounts were outstanding under the note.

LEGAL--In July 1994, a civil complaint was filed by an Ohio county in U.S.
District Court against Accutrade and AmeriTrade Clearing seeking to recover
approximately $6.5 million of alleged trading losses, plus interest. The
complaint alleged that the treasurer of the county unlawfully invested county
funds through a relative, who allegedly fraudulently caused certain county funds
to be wire transferred from the county to Accutrade and AmeriTrade Clearing into
an account owned by that relative. It was further alleged that the funds were
improperly invested in common stock and options resulting in the trading losses.
A customer account in the name of the county was never maintained at Accutrade
or

F-12
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1994,
SEPTEMBER 29, 1995 AND SEPTEMBER 27, 1996

7. COMMITMENTS AND CONTINGENCIES (CONTINUED)
AmeriTrade Clearing. In December 1994, this complaint was settled with an out of
court payment of $1.5 million to the Ohio county.

The Company and its subsidiaries are part of a number of other legal matters
arising in the ordinary course of its business. In management's opinion, the
Company has adequate legal defenses respecting each of these actions and does
not believe that they will materially affect the Company's results of operations
or its financial position.

GENERAL CONTINGENCIES--In the general course of business, there are various
contingencies which are not reflected in the consolidated financial statements.
These include AmeriTrade Clearing's customer activities involving the execution,
settlement and financing of various customer securities transactions. These
activities may expose the Company to off-balance-sheet credit risk in the event
the customers are unable to fulfill their contracted obligations.

AmeriTrade Clearing's customer securities activities are transacted on
either a cash or margin basis. In margin transactions, AmeriTrade Clearing
extends credit to the customer, subject to various regulatory and internal
margin requirements, collateralized by cash and securities in the customer's
account. In connection with these activities, AmeriTrade Clearing executes and
clears customer transactions involving the sale of securities not yet purchased
("short sales"). Such transactions may expose AmeriTrade Clearing to off-
balance-sheet risk in the event margin requirements are not sufficient to fully
cover losses which customers may incur. In the event the customer fails to
satisfy its obligations, AmeriTrade Clearing may be required to purchase or sell
financial instruments at prevailing market prices in order to fulfill the
customer's obligations.

AmeriTrade Clearing seeks to control the risks associated with its customer
activities by requiring customers to maintain margin collateral in compliance
with various regulatory and internal guidelines. AmeriTrade Clearing monitors
required margin levels daily and, pursuant to such guidelines, requires the
customers to deposit additional collateral, or to reduce positions, when
necessary.

8. ACQUISITIONS

AUFHAUSER--On July 10, 1995, the Company acquired the net assets of K.
Aufhauser & Company, Inc. for $7,582,337 in cash. $7,000,000 of the purchase
price has been allocated to goodwill, which is being amortized over a twenty
year period. The acquisition was accounted for under the purchase method of
accounting and the consolidated financial statements include the results of
operations from the date of acquisition.

ALL AMERICAN--On October 25, 1995, the Company acquired the net assets of
All American Brokers, Inc. for $188,953 in cash. $127,000 of the purchase price
has been allocated to goodwill, which is being amortized over a twenty year
period. The acquisition was accounted for under the purchase method of
accounting and the consolidated financial statements include the results of
operations from the date of acquisition.

The pro forma effects of these acquisitions on the Company's consolidated
financial statements as if they had occurred at the beginning of fiscal years
are not material.

F-13
<PAGE>
AMERITRADE HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1994,
SEPTEMBER 29, 1995 AND SEPTEMBER 27, 1996

9. QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED SEPTEMBER 29,
1995
------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
--------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Revenues.............................................................. $ 8,063 $ 9,165 $ 10,891 $ 14,763
Interest expense...................................................... 1,436 1,730 2,155 2,541
--------- --------- --------- ---------
Net revenues........................................................ 6,627 7,435 8,736 12,222
Total expenses excluding interest..................................... 6,511 4,995 5,397 7,287
--------- --------- --------- ---------
Income before provision for income taxes.............................. 116 2,440 3,339 4,935

Net income............................................................ $ 53 $ 1,619 $ 2,218 $ 3,141
--------- --------- --------- ---------
--------- --------- --------- ---------

Earnings per share.................................................... $ 0.01 $ 0.20 $ 0.28 $ 0.39
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED SEPTEMBER 27,
1996
------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
--------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Revenues.............................................................. $ 14,815 $ 16,586 $ 18,641 $ 15,337
Interest expense...................................................... 2,766 2,603 2,814 2,857
--------- --------- --------- ---------
Net revenues........................................................ 12,049 13,983 15,827 12,480
Total expenses excluding interest..................................... 7,580 8,498 10,525 9,318
--------- --------- --------- ---------
Income before provision for income taxes.............................. 4,469 5,485 5,302 3,162

Net income............................................................ $ 2,612 $ 3,198 $ 3,091 $ 2,257
--------- --------- --------- ---------
--------- --------- --------- ---------

Earnings per share.................................................... $ 0.33 $ 0.40 $ 0.39 $ 0.28
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

F-14
<PAGE>
DEFINING THE FUTURE OF TRADING

AmeriTrade pioneered online trading when it became the first brokerage firm
to offer brokerage services over the Internet. The Company continues to
contribute to the rapidly evolving future of trading through its leadership
position in technological innovation.

[PICTURES]

[CD-ROM SLEEVE]
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING STOCKHOLDER OR ANY
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 8
Use of Proceeds........................................................... 15
Dividend Policy........................................................... 16
Dilution.................................................................. 16
Capitalization............................................................ 17
Selected Consolidated Financial Data...................................... 18
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 19
Business.................................................................. 25
Management................................................................ 43
Certain Transactions...................................................... 50
Principal and Selling Stockholders........................................ 51
Description of Capital Stock.............................................. 52
Shares Eligible for Future Sale........................................... 55
Underwriting.............................................................. 56
Notice to Canadian Residents.............................................. 58
Validity of Class A Stock................................................. 58
Experts................................................................... 59
Additional Information.................................................... 59
Index to Consolidated Financial Statements................................ F-1
</TABLE>

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

UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE CLASS A STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

AmeriTrade Holding Corporation

Class A Common Stock
($.01 par value)

PROSPECTUS

CS First Boston
Raymond James & Associates, Inc.

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Set forth below is an estimate (except for the SEC and NASD fees) of the
fees and expenses (other than underwriting discounts and commissions) payable by
the Company in connection with the issuance and distribution of the Class A
Stock. The Selling Stockholders will not pay any portion of such fees and
expenses.

<TABLE>
<CAPTION>
EXPENSE
- -----------------------------------------------------------------------------------
<S> <C>
Securities and Exchange Commission registration fee................................ $ 15,152
NASD filing fee.................................................................... 5,500
Blue Sky qualification fees and expenses (including attorneys' fees)............... *
Printing and engraving costs....................................................... *
Legal fees and expenses............................................................ *
Accounting fees and expenses....................................................... *
Nasdaq National Market listing fee................................................. *
Transfer Agent and Registrar fees and expenses..................................... *
Insurance for Directors and Officers............................................... *
Miscellaneous...................................................................... *
---------

Total.......................................................................... $ *
---------
---------
</TABLE>

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

* To be completed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Pursuant to the provisions of the DGCL, the Company has adopted provisions
in its Certificate of Incorporation and Bylaws, which (i) require the Company to
indemnify its directors and officers to the fullest extent permitted by law and
(ii) eliminate the personal liability of its directors to the Company or its
stockholders for monetary damages for breach of their duty of due care, except
(a) for any breach of the duty of loyalty; (b) for acts or omissions not in good
faith or which involve intentional misconduct or knowing violations of law; (c)
for liability under Section 174 of the DGCL (relating to certain unlawful
dividends, stock repurchases or stock redemptions); or (d) for any transaction
from which the director derived any improper personal benefit.

The Company also maintains insurance on its directors and officers, which
covers liabilities under the federal securities laws.

The Underwriting Agreement provides for indemnification by the Underwriters
of the directors, officers and controlling persons of the Company against
certain liabilities, including liabilities under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

None.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits: A list of exhibits filed herewith is contained in the Exhibit
Index, which is incorporated herein by reference.

II-1
<PAGE>
(b) Financial Statement Schedules: None.

Schedules have been omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriters,
at the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 14 above, or
otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by a registrant of expenses
incurred or paid by a director, officer or controlling person of such registrant
in the successful defense of any action, suit or proceeding) is asserted against
the registrant by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For the purpose of determining any liability under the Securities Act,
the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by such registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.

II-2
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Omaha,
State of Nebraska, on December 6, 1996.

AMERITRADE HOLDING CORPORATION

By: /s/ J. JOE RICKETTS
-----------------------------------------
J. Joe Ricketts
CHAIRMAN AND CHIEF EXECUTIVE OFFICER

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Joseph A.
Konen and Robert T. Slezak, or either of them, such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 6, 1996.

/s/ J. Joe Ricketts
- ------------------------------
J. Joe Ricketts
DIRECTOR, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)

/s/ Robert T. Slezak
- ------------------------------
Robert T. Slezak
DIRECTOR, CHIEF FINANCIAL
OFFICER,
VICE PRESIDENT AND TREASURER
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)

/s/ Joseph A. Konen
- ------------------------------
Joseph A. Konen
DIRECTOR, PRESIDENT AND
CHIEF OPERATING OFFICER

/s/ Gene L. Finn
- ------------------------------
Gene L. Finn
DIRECTOR

/s/ Thomas Y. Hartley
- ------------------------------
Thomas Y. Hartley
DIRECTOR

/s/ Mark L. Mitchell
- ------------------------------
Mark L. Mitchell
DIRECTOR
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL PAGE
NUMBER NUMBER
- ----------- -----------------
<C> <S> <C>
*1.1 Form of Underwriting Agreement..........................................................

3.1 Certificate of Incorporation............................................................

3.2 Bylaws..................................................................................

*4.1 Form of Certificate for Class A Stock...................................................

*5.1 Opinion of Mayer, Brown & Platt.........................................................

10.1 Agreement of Limited Partnership, dated as of February 4, 1993, of Comprehensive
Software Systems Ltd..................................................................

10.2 Amended and Restated Limited Liability Company Agreement, dated as of March 6, 1995, of
Roundtable Partners...................................................................

10.3 Purchase Agreement, dated as of June 28, 1995, between Telescan, Inc. and TransTerra
Co....................................................................................

10.4 Securities Purchase Agreement, dated as of July 10, 1995, between TransTerra Co. and
Keith Aufhauser.......................................................................

10.5 Stock Purchase Agreement, dated as of October 3, 1995, among and between TransTerra Co.,
All American Brokers, Inc. and Shareholders of All American Brokers...................

10.6 Note, dated as of June 7, 1994, made by John Joe Ricketts in favor of TransTerra Co.....

10.7 Note, dated as of September 5, 1995, made by John Joe Ricketts in favor of TransTerra
Co....................................................................................

10.8 Loan Agreement, dated as of December 22, 1994, by and among First National Bank of
Omaha, TransTerra Co., AmeriTrade, Inc., and John Joe Ricketts........................

10.9 Note, dated as of December 22, 1994, made by TransTerra Co. in favor of First National
Bank of Omaha.........................................................................

10.10 Note, dated as of January 31, 1995, made by TransTerra Co. in favor of First National
Bank of Omaha.........................................................................

10.11 Security Agreement, dated as of April 24, 1992, made by TransTerra Co. in favor of First
National Bank of Omaha................................................................

10.12 Assignment of Life Insurance Policy, dated as of June 28, 1995, made by TransTerra Co.
in favor of First National Bank of Omaha..............................................

10.13 Amendment to Loan Agreement, dated as of July 7, 1995, by and among First National Bank
of Omaha, TransTerra Co., AmeriTrade, Inc., and John Joe Ricketts.....................

10.14 Note, dated as of July 7, 1995, made by TransTerra Co. in favor of First National Bank
of Omaha..............................................................................

10.15 Second Amendment to Loan Agreement, dated as of September 14, 1995, by and among First
National Bank of Omaha, TransTerra Co., AmeriTrade, Inc., and John Joe Ricketts.......

10.16 Third Amendment to Loan Agreement, dated as of January 31, 1996, by and among First
National Bank of Omaha, TransTerra Co., AmeriTrade, Inc., and John Joe Ricketts.......

10.17 Note, dated as of January 31, 1996, made by TransTerra Co. in favor of First National
Bank of Omaha.........................................................................
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL PAGE
NUMBER NUMBER
- ----------- -----------------
<C> <S> <C>
10.18 Broker Loan Pledge and Security Agreement, dated as of October 24, 1989, made by
AmeriTrade, Inc. in favor of the First National Bank of Chicago.......................

10.19 Master Broker Loan Note, dated as of October 24, 1989, made by AmeriTrade, Inc. in favor
of the First National Bank of Chicago.................................................

10.20 Lease, dated as of July 14, 1993, between John Joe and Marlene M. Ricketts and
TransTerra Co.........................................................................

10.21 Amendment to Lease, dated as of September 27, 1996, between John Joe and Marlene M.
Ricketts and TransTerra Co............................................................

10.22 Lease, dated as of October 5, 1995, between A.C. Nielsen Company and TransTerra Co......

10.23 Amendment to Lease, dated as of August 23, 1996, between A.C. Nielsen Company and
TransTerra Co.........................................................................

10.24 Lease, dated as of March 10, 1996, between New York Executive Office Network and K.
Aufhauser & Company, Inc..............................................................

10.25 Lease, dated as of June 20, 1996, between Christ Community Church and TransTerra Co.....

10.26 Employment Contract, dated as of December 3, 1996, between J. Joe Ricketts and
Ameritrade Holding Corporation........................................................

10.27 Employment Contract, dated as of December 3, 1996, between Joseph A. Konen and
Ameritrade Holding Corporation........................................................

10.28 Employment Contract, dated as of December 3, 1996, between Robert T. Slezak and
Ameritrade Holding Corporation........................................................

10.29 Form of Executive Bonus Plan............................................................

*10.30 1996 Long Term Incentive Plan...........................................................

*10.31 1996 Directors Incentive Plan...........................................................

10.32 Note, dated as of September 14, 1995, made by TransTerra Co. in favor of First National
Bank of Omaha.........................................................................

21.1 Subsidiaries of the Registrant..........................................................

23.1 Consent of Deloitte & Touche LLP........................................................

*23.2 Consent of Mayer, Brown & Platt (included in Exhibit 5.1)...............................

24.1 Powers of Attorney (appear on the signature page of this Registration Statement)........
</TABLE>

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* To be filed by amendment.

<PAGE>

CERTIFICATE OF INCORPORATION

AMERITRADE HOLDING CORPORATION

Pursuant to Section 106

of the General Corporation Law of the State of Delaware

FIRST: The name of the corporation is Ameritrade Holding Corporation (the
"Corporation").

SECOND: The registered office of the Corporation in the State of Delaware
is located at 1209 Orange Street in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "Act").

FOURTH: The total number of shares of capital stock which the Corporation
has authority to issue is 30,000,000 shares, consisting of:

(1) 3,000,000 shares of Preferred Stock, par value $1.00 per
share (the "Preferred Stock");

(2) 25,000,000 shares of Class A Common Stock, par value $.01
per share (the "Class A Stock"); and

(3) 2,000,000 shares of Class B Common Stock, par value $.01 per
share (the "Class B Stock").

The Class A Stock and the Class B Stock are hereafter collectively referred
to as the "Common Stock."

A. PREFERRED STOCK

Authority is hereby expressly granted to the Board of Directors to
authorize the issuance of one or more series of Preferred Stock and with respect
to each such series to fix by resolution or resolutions providing for the
issuance of such series the voting

<PAGE>

powers, full or limited, if any, of the shares of such series and the
designations, preferences and relative, participating, optional or other special
rights and the qualifications, limitations or restrictions thereof.

B. COMMON STOCK

Except as otherwise provided in this Section B or as otherwise required by
applicable law, all shares of Class A Stock and Class B Stock shall be identical
in all respects and shall entitle the holders thereof to the same rights and
privileges, subject to the same qualifications, limitations and restrictions.

1. VOTING RIGHTS.

(a) GENERAL. Except as otherwise provided in this Section B or
as otherwise required by applicable law, the holders of Class A Stock
and the holders of Class B Stock shall vote as a single class and
shall be entitled to one vote per share on all matters to be voted on
by the stockholders of the Corporation.

(b) ELECTION OF DIRECTORS. The number of directors shall be
determined in the manner provided in the Bylaws of the Corporation.
The Class B Stock shall be entitled to elect a majority of the
directors and the Class A Stock shall be entitled to elect the
remaining directors.

(c) REMOVAL. Only the holders of Class A Stock shall be
entitled to vote on the removal, with or without cause, of any
director elected by the holders of Class A Stock. Only the holders of
Class B Stock shall be entitled to vote on the removal, with or
without cause, of any director elected by the holders of Class B
Stock.

(d) VACANCIES. Any vacancy in the office of a director created
by the death, resignation or removal of a director elected by the
holders of Class A Stock shall be filled only by a vote of the holders
of Class A Stock. Any vacancy in the office of a director created by
the death, resignation or removal of a director elected by the holders
of Class B Stock shall be filled only by a vote of the holders of
Class B Stock. Notwithstanding anything in this Section (d) to the
contrary, any vacancy in the office of a director may be filled by the
vote of the majority of the directors (or director) elected by the
same class of stock that elected the director whose death, resignation
or removal created the vacancy, or in the event that there are no such
directors, by the vote of the majority of the other directors or by
the sole remaining director, regardless, in each instance, of any
quorum requirements set forth in the Bylaws of the Corporation. Any
director elected by the stockholders or by some or all of the
directors to fill a

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<PAGE>

vacancy shall serve until the next annual meeting of stockholders and until
his or her successor has been elected and has qualified. Any vacancy in
the office of a director created by the increase in the number of directors
may be filled by election at the next annual or special meeting of
stockholders in accordance with Section 1(b) or by the vote of all the
directors prior to such annual or special meeting of stockholders, in which
case the directors shall designate which class of stock shall be deemed to
have elected the director filling such vacancy.

(e) ONE CLASS OUTSTANDING. Notwithstanding anything in this
Section 1 to the contrary, the holders of Class A Stock shall be
entitled to elect all of the directors and shall have exclusive voting
power on all matters at any time when no Class B Stock is issued and
outstanding, and the holders of Class B Stock shall be entitled to
elect all of the directors and shall have exclusive voting power on
all matters at any time when no Class A Stock is issued and
outstanding, subject in each case to the provisions of any Preferred
Stock.

2. DIVIDENDS. As and when dividends are declared or paid on the Common
Stock, whether in cash, property or securities of the Corporation, the holders
of Class A Stock and the holders of Class B Stock shall be entitled to
participate in such dividends ratably on a per share basis; provided that if
dividends are declared that are payable in shares of Class A Stock or Class B
Stock, dividends shall be declared that are payable at the same rate on both
classes of stock and any dividends payable in shares of Class A Stock shall be
payable to holders of that class of stock and any dividends payable in shares of
Class B Stock shall be payable to holders of that class of stock.

3. CONVERSION.

(a) CONVERSION OF CLASS A STOCK. The Class A Stock is not
convertible.

(b) CONVERSION OF CLASS B STOCK.

(i) Each share of Class B Stock may be converted into
one share of Class A Stock at any time at the option of and
without cost to the holder thereof. Any such conversion may
be effected by any holder of Class B Stock surrendering such
holder's certificate or certificates representing the Class
B Stock to be converted, duly endorsed, at the principal
office of the Corporation or any transfer agent for the
Class B Stock during normal business hours, together with a
written notice to the Corporation at such office that such
holder elects to

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<PAGE>

convert all or a specified number of shares of Class B Stock and
stating the name or names in which such holder desires the
certificate or certificates representing such Class A Stock to be
issued. Promptly thereafter, the Corporation shall issue and
deliver to such holder, or such holder's nominee or nominees, a
certificate or certificates representing the number of shares of
Class A Stock to which such holder shall be entitled. Such
conversion shall be deemed to have been made at the close of
business on the date of such surrender and receipt of such notice
and the person or persons entitled to receive the Class A Stock
issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such Class A Stock as of the
close of business on that date.

(ii) Each share of Class B Stock shall automatically
convert into one share of Class A Stock if the number of
issued and outstanding shares of Common Stock held by the
Control Group is less than twenty percent (20%) of the
aggregate number of issued and outstanding shares of Common
Stock.

(iii) Each share of Class B Stock shall automatically convert
into one share of Class A Stock in the event such share is sold
or transferred to any person other than to a member of the
Control Group. If any share of Class B Stock is sold or
transferred to a member of the Control Group who subsequently
ceases to be a member of the Control Group, each such share shall
automatically convert into one share of Class A Stock.

(iv) For purposes of this Section 3, "Control Group"
shall mean J. Joe Ricketts, Marlene M. Ricketts, the lineal
descendants of J. Joe Ricketts and Marlene M. Ricketts and
their spouses, and any trust or other person or entity that
holds Class B Stock for the benefit for any of the
foregoing.

4. LIQUIDATION. Subject to the provisions of any Preferred Stock, the
holders of Class A Stock and the holders of Class B Stock shall be entitled to
participate ratably on a per share basis in all distributions to the holders of
Common Stock in any liquidation, dissolution or winding up of the Corporation.

5. SUBDIVISION, RECLASSIFICATION AND COMBINATION. The Corporation shall
not subdivide, reclassify or combine any class of Common Stock without at the
same time

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<PAGE>

making a proportionate subdivision, reclassification or combination of each
other class of Common Stock.

FIFTH: The name and mailing address of the incorporator is as follows:

Name Mailing Address:
---- ----------------

Howard L. Rosenberg 190 South LaSalle Street
Chicago, Illinois 60603

SIXTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Act or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of Title 8 of the Act, order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

SEVENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Act for payment of unlawful
dividends or unlawful stock repurchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit.

EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the Bylaws of the Corporation.

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<PAGE>

NINTH: The Corporation reserves the right to amend, alter, change, add to
or repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute, and all rights herein conferred
are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 25th day of September, 1996.

______________________________
Howard L. Rosenberg
Sole Incorporator

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<PAGE>

BYLAWS

AMERITRADE HOLDING CORPORATION

ARTICLE I

OFFICES

The Corporation shall continuously maintain in the State of Delaware a
registered office and a registered agent whose business office is identical with
such registered office, and may have other offices within or without the State.

ARTICLE II

STOCKHOLDERS

SECTION 1. ANNUAL MEETING. An annual meeting of the stockholders shall
be held each year at such time as the Board of Directors may designate for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting.

SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may
be called by or at the request of the Chief Executive Officer or the President
or by the Secretary at the request of a majority of the Board of Directors or
the holders of not less than twenty-five percent (25%) of all the outstanding
shares of the Corporation entitled to vote, for the purpose or purposes stated
in the call of the meeting.

SECTION 3. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Nebraska, as the place of meeting
for any annual meeting or for any special meeting of stockholders.

SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, or in the
case of a merger or consolidation, or sale, lease or exchange of all or
substantially all of the Corporation's assets, not less than twenty (20) nor
more than sixty (60) days before the date of the meeting either personally or by
mail, by or at the direction of the Chief Executive Officer, the President or
the Secretary to each stockholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the

<PAGE>

United States mail addressed to the stockholder at his or her address as it
appears on the records of the Corporation, with postage thereon prepaid. When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken.

SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining the stockholders entitled to notice of or to vote at any
meeting of stockholders, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors may fix in advance a date as the record
date for any such determination of stockholders, such date in any case to be not
more than sixty (60) days and for a meeting of stockholders, not less than ten
(10) days, or in the case of a merger or consolidation, or sale, lease or
exchange of all or substantially all of its assets, not less than twenty (20)
days before the date of such meeting. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of stockholders.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this Section 5, such determination
shall apply to any adjournment thereof unless the Board of Directors otherwise
provides.

SECTION 6. VOTING LISTS. The officer or agent having charge of the
transfer book for shares of the Corporation shall make, at least ten (10) days
before any meeting of stockholders, a complete list of the stockholders entitled
to vote at such meeting, arranged in alphabetical order, with the address of and
the number of shares registered in the name of each stockholder. Such list
shall be kept on file at a place within the city where the meeting is to be held
for a period of ten (10) days prior to the meeting and shall be subject to
inspection by any stockholder for any purpose germane to the meeting, at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting.

SECTION 7. QUORUM. The holders of a majority of the outstanding shares
of the Corporation entitled to vote on any matter, represented in person or by
proxy, shall constitute a quorum for consideration of such matter at any meeting
of stockholders; provided that if less than a majority of the outstanding shares
are represented at said meeting, a majority of the shares so represented may
adjourn the meeting at any time without further notice. If a quorum is present,
the affirmative vote of the majority of the shares represented at the meeting
shall be the act of the stockholders, unless the vote of a greater number or
voting by classes is required by the General Corporation Law of the State of
Delaware (as now in effect or as amended from

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<PAGE>

time to time, the "Act"), the Certificate of Incorporation or these bylaws. At
any adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the original meeting. Withdrawal
of stockholders from any meeting shall not cause failure of a duly constituted
quorum at that meeting.

SECTION 8. PROXIES. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or by his or her duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of
the Corporation before or at the time of the meeting.

SECTION 9. VOTING OF SHARES. Unless otherwise provided in the
Certificate of Incorporation or these bylaws, each outstanding share shall be
entitled to one (1) vote upon each matter submitted to vote at a meeting of
stockholders.

ARTICLE III

DIRECTORS

SECTION 1. GENERAL POWERS. The business of the Corporation shall be
managed by or under the direction of its Board of Directors.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the Corporation initially shall be three (3) and subsequently shall be
determined by resolution of the Board of Directors; provided that the number of
directors shall not be less than three (3). Each director shall hold office
until the next annual meeting of stockholders and until his or her successor has
been elected and qualified or until his or her earlier resignation or removal.

SECTION 3. REGULAR MEETINGS. An annual meeting of the Board of
Directors shall be held without other notice than this bylaw immediately after
the annual meeting of stockholders. The Board of Directors may fix the time and
place for holding of additional regular meetings without notice.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the Chief Executive Officer or
the President or by the Secretary at the request of a majority of the Board of
Directors. The Chief Executive Officer, the President or the Secretary may fix
any place as the place for holding any special meeting of the Board of
Directors.

SECTION 5. NOTICE. Notice of any special meeting shall be given at
least one (1) business day previous thereto by written notice or telephonically
(if confirmed promptly in writing) to each director at his or her business
address. If mailed, such notice shall be deemed to be delivered three (3) days
after deposited in the United States mail so addressed, with postage thereon
prepaid. The attendance of a director

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<PAGE>

at any meeting shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

SECTION 6. QUORUM. Unless otherwise provided in the Certificate of
Incorporation, a majority of the number of directors fixed by these bylaws shall
constitute a quorum for transaction of business at any meeting of the Board of
Directors, provided that if less than a majority of such number of directors are
present at such meeting, a majority of the directors present may adjourn the
meeting at any time without further notice.

SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by the Act, the
Certificate of Incorporation or these bylaws.

SECTION 8. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his or her dissent shall be entered in the minutes of the meeting
or unless he or she shall file his or her written dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered or certified mail to the Secretary
of the Corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.

SECTION 9. RESIGNATION OF DIRECTORS. A director may resign at any time
upon written notice to the Board of Directors, its chairman, if any, or to the
Chief Executive Officer, the President or Secretary.

SECTION 10. VACANCIES. Unless otherwise provided in the Certificate of
Incorporation, any vacancy on the Board of Directors and any directorship to be
filled by reason of an increase in the number of directors may be filled by
election at the next annual or special meeting of stockholders or by a majority
of the Board of Directors prior to such annual or special meeting of
stockholders.

SECTION 11. REMOVAL OF DIRECTORS. One or more of the directors may be
removed, with or without cause, at a meeting of stockholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, except that no director shall be removed at a
meeting of stockholders unless the notice of such meeting shall state that a
purpose of the meeting is to vote upon the removal of one or more directors
named in the notice, and then only the named director

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<PAGE>

or directors may be removed at such meeting. If a director has been elected by
a class or series of shares, he or she may be removed only by the stockholders
of that class or series.

SECTION 12. TELEPHONE MEETINGS. Members of the Board of Directors or of
any committee of the Board of Directors may participate in and act at any
meeting of the Board or such committee through the use of a conference telephone
or other communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in such meeting shall constitute
attendance and presence in person at the meeting of the person or persons so
participating.

SECTION 13. INFORMAL ACTION BY DIRECTORS. Any action required to be
taken at a meeting of the Board of Directors, or any other action which may be
taken at a meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be, and filed with the minutes of the Board or committee. Any such consent
signed by all the directors or all the members of the committee shall have the
same effect as a unanimous vote, and may be stated as such in any document filed
with the Secretary of State or with anyone else.

SECTION 14. COMMITTEES. A majority of the Board of Directors may by
resolution create one or more committees and appoint members of the Board to
serve on any one or more of such committees. Each committee shall have two or
more members who shall serve at the pleasure of the Board. A majority of any
committee shall constitute a quorum and a majority of a quorum shall be
necessary for committee action. Each committee, to the extent provided by the
Board of Directors in such resolution, shall have and exercise all of the
authority of the Board of Directors in the management of the Corporation,
subject to any restriction contained in the Act. Vacancies in the membership of
any committee shall be filled by the Board of Directors. Each committee shall
keep regular minutes of its proceedings and report the same to the Board when
requested. A committee may act by unanimous consent in writing without a
meeting and, subject to action by the Board of Directors, each committee, by a
majority vote of its members, shall determine the time and place of meetings and
the notice therefor.

SECTION 15. COMPENSATION. The Board of Directors, by the affirmative
vote of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise, notwithstanding any director conflict of interest. By
resolution of the Board of Directors, the directors may be paid their expenses,
if any, of attendance at each meeting of the Board. No such payment previously
mentioned in this Section 15 shall preclude any

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<PAGE>

director from serving the Corporation in any other capacity and receiving
compensation therefor.

ARTICLE IV

OFFICERS

SECTION 1. NUMBER. The officers of the Corporation shall be a Chief
Executive Officer, a President, one or more Vice-Presidents, a Treasurer, a
Secretary, and such Assistant Treasurers, Assistant Secretaries and other
officers as may be elected or appointed by the Board of Directors. Any two or
more offices may be held by the same person.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
Corporation shall be elected or appointed annually by the Board of Directors at
the annual meeting of the Board of Directors. Vacancies may be filled or new
offices created and filled at any meeting of the Board of Directors. Each
officer shall hold office until his successor has been duly elected and
qualified or until his or her earlier resignation or removal. Election of an
officer shall not of itself create contract rights. Any officer may resign at
any time by giving notice to the Board of Directors or to the Chief Executive
Officer, the President or the Secretary. A resignation of an officer need not
be accepted in order to be effective.

SECTION 3. REMOVAL. Any officer elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interest of the Corporation would be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
be the principal executive officer of the Corporation. Subject to the direction
and control of the Board of Directors, he/she shall, in general: supervise and
control the business and affairs of the Corporation; see that the resolutions
and directions of the Board of Directors are carried into effect except in those
instances in which that responsibility is specifically assigned to some other
person by the Board of Directors; and discharge all duties incident to the
office of Chief Executive Officer and such other duties as may be prescribed by
the Board of Directors from time to time. Except in those instances in which
the authority to execute is expressly delegated to another officer or agent of
the Corporation or a different mode of execution is expressly prescribed by the
Board of Directors or these bylaws, he/she may execute for the Corporation
certificates for its shares, and any contracts, deeds, mortgages, bonds, or
other instruments which the Board of Directors has authorized to be executed,
and he/she may accomplish such execution either under or without the seal of the
Corporation and either individually or with the Secretary, any Assistant
Secretary, or any other officer thereunto authorized by the Board of Directors,
according to the requirements of the form of the instrument.

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<PAGE>

He/she may vote all securities which the Corporation is entitled to vote except
as and to the extent such authority shall be vested in a different officer or
agent of the Corporation by the Board of Directors.

SECTION 5. PRESIDENT. The President shall be the principal operating
officer of the Corporation. Subject to the direction and control of the Board
of Directors, he/she shall discharge all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors
or the Chief Executive Officer from time to time. In the absence of the Chief
Executive Officer or in the event of his/her inability or refusal to act, the
President shall perform the duties of the Chief Executive Officer, and when so
acting, shall have all of the powers of and be subject to all the restrictions
upon the Chief Executive Officer. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of the
Corporation or a different mode of execution is expressly prescribed by the
Board of Directors or these bylaws, he/she may execute for the Corporation
certificates for its shares, and any contracts, deeds, mortgages, bonds, or
other instruments which the Board of Directors has authorized to be executed,
and he/she may accomplish such execution either under or without the seal of the
Corporation and either individually or with the Secretary, any Assistant
Secretary, or any other officer thereunto authorized by the Board of Directors,
according to the requirements of the form of the instrument.

SECTION 6. VICE PRESIDENT. The Vice President (or in the event there
be more than one Vice President, each of the Vice Presidents) shall assist the
President in the discharge of his/her duties as the President may direct and
shall perform such other duties as from time to time may be assigned to him/her
by the Chief Executive Officer, the President or by the Board of Directors. In
the absence of the President or in the event of his/her inability or refusal to
act, the Vice President (or in the event there be more than one Vice President,
the Vice Presidents in the order designated by the Board of Directors, or by the
Chief Executive Officer if the Board of Directors has not made such a
designation, or in the absence of any designation, then in the order of
seniority of tenure as Vice President) shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of the
Corporation or a different mode of execution is expressly prescribed by the
Board of Directors or these bylaws, the Vice President (or each of them if there
are more than one) may execute for the Corporation certificates for its shares
and any contracts, deeds, mortgages, bonds or other instruments which the Board
of Directors has authorized to be executed, and he/she may accomplish such
execution either under or without the seal of the Corporation and either
individually or with the Secretary, any Assistant Secretary, or any other
officer thereunto authorized by the Board of Directors, according to the
requirements of the form of the instrument.

SECTION 7. TREASURER. The Treasurer shall: (a) have charge of and be
responsible for the maintenance of adequate books of account for the
Corporation; (b)

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<PAGE>

have charge and custody of all funds and securities of the Corporation, and be
responsible therefor and for the receipt and disbursement thereof; and (c)
perform all the duties incident to the office of treasurer and such other duties
as from time to time may be assigned to him by the Chief Executive Officer, the
President or by the Board of Directors. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of his or her duties
in such sum and with such surety or sureties as the Board of Directors may
determine.

SECTION 8. SECRETARY. The Secretary shall: (a) record the minutes of
the stockholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws; (c) be custodian of the corporate records
and of the seal of the Corporation; (d) keep a register of the post-office
address of each stockholder which shall be furnished to the Secretary by such
stockholder; (e) sign, with the Chief Executive Officer, the President or a Vice
President or any other officer thereunto authorized by the Board of Directors,
certificates for shares of the Corporation, the issue of which shall have been
authorized by the Board of Directors, and any contracts, deeds, mortgages, bonds
or other instruments which the Board of Directors has authorized to be executed,
according to the requirements of the form of the instrument, except when a
different mode of execution is expressly prescribed by the Board of Directors or
these bylaws; (f) have general charge of the stock transfer books of the
Corporation; (g) have authority to certify the bylaws, resolutions of the
stockholders and Board of Directors and committees thereof, and other documents
of the Corporation as true and correct copies thereof, and (h) perform all
duties incident to the office of Secretary and such other duties as from time to
time may be assigned to him/her by the Chief Executive Officer, the President or
by the Board of Directors.

SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
Assistant Treasurers and Assistant Secretaries shall perform such duties as
shall be assigned to them by the Treasurer or the Secretary, respectively, or by
the Chief Executive Officer, the President or the Board of Directors. The
Assistant Secretaries may sign with the Chief Executive Officer, the President,
a Vice President or any other officer thereunto authorized by the Board of
Directors certificates for shares of the Corporation the issue of which shall
have been authorized by the Board of Directors, and any contracts, deeds,
mortgages, bonds or other instruments which the Board of Directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the Board of Directors or these bylaws. The Assistant Treasurers shall, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors shall
determine.

SECTION 10. SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a director of
the Corporation.

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<PAGE>

ARTICLE V

NOMINATION OF DIRECTORS AND PRESENTATION
OF BUSINESS AT STOCKHOLDER MEETINGS

SECTION 1. GENERAL. Only such persons who are nominated in accordance
with the procedures set forth in this Article V shall be eligible to serve as
directors and only such business as shall have been brought before the meeting
in accordance with the procedures set forth in this Article V shall be conducted
at a meeting of stockholders.

SECTION 2. NOMINATIONS AND PROPOSALS AT STOCKHOLDER MEETINGS.
Nominations of persons for election to the Board of Directors and the proposal
of business to be considered by the stockholders may be made at a meeting of
stockholders (a) by or at the direction of the Board of Directors or (b) by any
stockholder who is a stockholder of record at the time of the giving of notice
provided for in this Article V, who is entitled to vote at the meeting of
stockholders and who complies with the notice procedures set forth in Section 3.
In addition, a stockholder may nominate a person to be a director only if such
stockholder would be entitled to vote for such person in the election for such
director.

SECTION 3. NOTICE PROCEDURES

(a) For nominations or other business to be properly brought by a
stockholder before an annual meeting of stockholders pursuant to subsection (b)
of Section 2 of this Article V, the stockholder must have given timely notice
thereof in writing to the Secretary. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not less than 120 days nor more than 150 days prior to the date of
the Corporation's proxy statement regarding the preceding year's annual meeting;
PROVIDED, HOWEVER, that in the event that the date of the annual meeting is
advanced or delayed by more than 30 days from the date of the preceding year's
annual meeting, notice by the stockholder must be so delivered not less than 120
days nor more than 150 days prior to the date of the current year's annual
meeting.

(b) For nominations or other business to be properly brought by a
stockholder before a special meeting of stockholders pursuant to subsection (b)
of Section 2 of this Article V, the stockholder must have given timely notice
thereof in writing to the Secretary. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the 90th day prior to such special meeting and not
later than the close of business on the 60th day prior to such special meeting.

(c) Each stockholder's notice shall set forth (i) as to each person whom
the stockholder proposes to nominate for election or reelection as a director
all information

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<PAGE>

relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); (ii)
as to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial owner,
if any, on whose behalf the proposal is made; and (iii) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (1) the name and address of such stockholder as
they appear on the Corporation's books, and of such beneficial owner, and (2)
the class and number of shares of stock of the Corporation that are owned
beneficially and of record by such stockholder and such beneficial owner.

SECTION 4. DETERMINATION OF COMPLIANCE. The Chairman of the meeting of
stockholders shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made in accordance
with the procedures set forth in this Article V and, if any proposed nomination
or business is not in compliance with this Article V, to declare that such
defective nominations or proposal shall be disregarded.

ARTICLE VI

INDEMNIFICATION

Each person who at any time is or shall have been a director or officer of
this Corporation shall be indemnified by the Corporation and shall be entitled
to advancement of expenses by the Corporation in accordance with and to the full
extent permitted by the Act. The foregoing right of indemnification and
advancement of expenses shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise. If
authorized by the Board of Directors, the Corporation may purchase and maintain
insurance on behalf of any person to the full extent permitted by the Act.

ARTICLE VII

SHARES AND THEIR TRANSFER

SECTION 1. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED
SHARES. The issued shares of the Corporation shall be represented by
certificates or shall be uncertificated shares.

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<PAGE>

Certificates representing shares of the Corporation, if any, shall be
signed by or in the name of the Corporation by the Chief Executive Officer, the
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Corporation. Where a certificate
is countersigned by a transfer agent, other than the Corporation or an employee
of the Corporation, or by a registrar, the signatures of the Chief Executive
Officer, the President or a Vice President and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary may be facsimiles. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, the
certificate may be issued by the Corporation with the same effect as if such
officer, transfer agent or registrar were such officer, transfer agent or
registrar at the date of its issue. Each certificate representing shares shall
be consecutively numbered or otherwise identified, and shall also state the name
of the person to whom issued, the number and class of shares (with designation
of series, if any), the date of issue, and that the Corporation is organized
under Delaware law. If the Corporation is authorized to issue shares of more
than one class or of series within a class, the certificate shall also contain
such information or statement as may be required by the Act.

Unless prohibited by the Certificate of Incorporation, the Board of
Directors may provide by resolution that some or all of any class or series of
shares shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until the certificate has been surrendered
to the Corporation. Within a reasonable time after the issuance or transfer of
uncertificated shares, the Corporation shall send the registered owner thereof a
written notice of all information that would appear on a certificate. Except as
otherwise expressly provided by law, the rights and obligations of the holders
of uncertificated shares shall be as identical to those of the holders of
certificates representing shares of the same class and series.

The name and address of each stockholder, the number and class of shares
held and the date on which the shares were issued shall be entered on the books
of the Corporation. The person in whose name shares stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

SECTION 2. TRANSFER OF SHARES. Transfer of shares of the Corporation
shall be recorded on the books of the Corporation. Transfer of shares
represented by a certificate, except in the case of a lost or destroyed
certificate, shall be made upon surrender for cancellation of the certificate
for such shares. A certificate presented for transfer must be duly endorsed and
accompanied by proper guaranty of signature and other appropriate assurances
that the endorsement is effective. Transfer of an uncertificated share shall be
made on receipt by the Corporation of an instruction from the registered owner
or other appropriate person. The instruction shall be in writing or a
communication in such form as may be agreed upon in writing by the Corporation.

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<PAGE>

SECTION 3. REPLACEMENT. In case of the loss, destruction, mutilation
or theft of a certificate for any stock of the Corporation, a new certificate of
stock or uncertificated shares in place of any certificate therefor issued by
the Corporation may be issued upon satisfactory proof of such loss, destruction,
mutilation or theft and upon such terms as the Board of Directors may prescribe.
The Board of Directors may in its discretion require the owner of the lost,
destroyed, mutilated or stolen certificate, or his legal representative, to give
the Corporation a bond, in such sum and in such form and with such surety or
sureties as it may direct, and/or to indemnify the Corporation against any claim
that may be made against it with respect to the certificate alleged to have been
lost, destroyed, mutilated or stolen.

ARTICLE VIII

GENERAL

SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

SECTION 2. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation and the words "Corporate Seal, Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or in
any other manner reproduced, provided that the affixing of the corporate seal to
an instrument shall not give the instrument additional force or effect, or
change the construction thereof, and the use of the corporate seal is not
mandatory.

SECTION 3. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

SECTION 4. WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of the Act, the Certificate of Incorporation or these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Attendance at any meeting shall
constitute waiver of notice thereof unless the person at the meeting objects to
the holding of the meeting because proper notice was not given.

ARTICLE IX

AMENDMENTS

Unless otherwise provided in the Certificate of Incorporation, these bylaws
may be adopted, amended or repealed by the stockholders or the Board of
Directors.

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<PAGE>

COMPREHENSIVE SOFTWARE SYSTEMS LTD.

AGREEMENT
OF LIMITED PARTNERSHIP

TABLE OF CONTENTS

ARTICLE I
FORMATION

1.1 Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.4 Registered Agent . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.5 Address of General and Limited Partners . . . . . . . . . . . . . . 1
1.6 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.7 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II
DEFINITIONS

2.1 Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Capital Account . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.4 Capital Contribution . . . . . . . . . . . . . . . . . . . . . . . 3
2.5 Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.6 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.7 Distributable Cash . . . . . . . . . . . . . . . . . . . . . . . . 4
2.8 Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.9 Event of Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . 4
2.10 General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.11 Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.12 Minimum Gain . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.13 Net Profit or Net Loss . . . . . . . . . . . . . . . . . . . . . . 5
2.14 Nonrecourse Liabilities . . . . . . . . . . . . . . . . . . . . . . 5
2.15 Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.16 Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.17 Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.18 Project Completion . . . . . . . . . . . . . . . . . . . . . . . . 5
2.19 Shareholder Agreement . . . . . . . . . . . . . . . . . . . . . . . 6
2.20 Sharing Ratios . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.21 Special Limited Partner . . . . . . . . . . . . . . . . . . . . . . 6
2.22 Treasury Regulations . . . . . . . . . . . . . . . . . . . . . . . 6

<PAGE>

ARTICLE III
CAPITAL

3.1 Contributions of Partners . . . . . . . . . . . . . . . . . . . . . 6
3.2 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.3 Failure to Contribute . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE IV
ALLOCATION OF PROFIT AND LOSS: DISTRIBUTIONS

4.1 Sharing Ratios . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.2 Allocation of Net Profit and Net Loss . . . . . . . . . . . . . . . 8
4.3 Allocation of Minimum Gain . . . . . . . . . . . . . . . . . . . . . 8
4.4 Qualified Income Offset . . . . . . . . . . . . . . . . . . . . . . 8
4.5 Allocations for Contributed Property . . . . . . . . . . . . . . . . 8
4.6 Distributions of Distributable Cash . . . . . . . . . . . . . . . . 9
4.7 Curative Allocations . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE V
RIGHTS, POWERS, AND DUTIES OF GENERAL PARTNER

5.1 Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.2 Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.3 Restrictions on Authority of General Partner . . . . . . . . . . . . 12
5.4 Other Activities . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.5 Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.6 Limitation on Liability of General Partners; Indemnification . . . . 14
5.7 Reimbursement of Expenses . . . . . . . . . . . . . . . . . . . . . 16
5.8 Tax Status of Partnership . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE VI
RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

6.1 No Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
6.2 No Right to Manage . . . . . . . . . . . . . . . . . . . . . . . . . 17
6.3 Death or Disability of Limited Partners . . . . . . . . . . . . . . 17
6.4 Consent of Limited Partner . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE VII
TRANSFERS BY LIMITED PARTNERS AND ADDITIONAL LIMITED PARTNERS

7.1 Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
7.2 Right of First Refusal . . . . . . . . . . . . . . . . . . . . . . . 19
7.3 Effect of Transfer . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.4 Substitution of Limited Partners . . . . . . . . . . . . . . . . . . 22
7.5 Acquit Partnership . . . . . . . . . . . . . . . . . . . . . . . . . 22
7.6 Additional Limited Partners . . . . . . . . . . . . . . . . . . . . 23

<PAGE>

ARTICLE VIII
ASSIGNMENT, WITHDRAWAL AND SUBSTITUTION OF GENERAL PARTNER

8.1 Assignment of General Partner's Interest . . . . . . . . . . . . . . 23
8.2 Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
8.3 Special Limited Partners . . . . . . . . . . . . . . . . . . . . . . 24
8.4 Admission of Additional or Successor General Partner . . . . . . . . 24
8.5 Failure to Admit Substitute General Partner. . . . . . . . . . . . . 25

ARTICLE IX
ACCOUNTING

9.1 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . 25
9.2 Books of Account . . . . . . . . . . . . . . . . . . . . . . . . . . 25
9.3 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
9.4 Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
9.5 Tax Matters Partner . . . . . . . . . . . . . . . . . . . . . . . . . 25
9.6 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE X
TERMINATION AND DISSOLUTION

10.1 Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
10.2 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
10.3 Distribution of Assets . . . . . . . . . . . . . . . . . . . . . . . 27
10.4 Deficit Capital Accounts . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE XI
MISCELLANEOUS

11.1 Signatures; Amendments . . . . . . . . . . . . . . . . . . . . . . . 28
11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
11.3 Waiver of Partition . . . . . . . . . . . . . . . . . . . . . . . . 29
11.4 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.5 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.6 Certain Provisions . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.7 Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.8 Pronouns and Plurals . . . . . . . . . . . . . . . . . . . . . . . . 30
11.9 Binding Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.11 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
11.12 No Benefit to Third Parties . . . . . . . . . . . . . . . . . . . . 31
11.13 Compliance with Securities Laws . . . . . . . . . . . . . . . . . . 31
11.14 Limitation on Use in Case of Distribution of Software . . . . . . . 31
11.15 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . 32

iii

<PAGE>

COMPREHENSIVE SOFTWARE SYSTEMS LTD.

AGREEMENT
OF LIMITED PARTNERSHIP

THIS AGREEMENT OF LIMITED PARTNERSHIP, made and entered into as of the
4th day of February, 1993, by and among CSS Management, Inc., a Colorado
corporation as General Partner; and BHC Securities, Inc., Comprehensive
Securities Systems, Inc., Hanifen, Imhoff Inc., Legg Mason, Inc., McDonald &
Company Securities, Inc., Raymond James & Associates, Inc., Southwest
Securities, Inc., Stephens Inc. and TransTerra Co. as Limited Partners.

ARTICLE I

FORMATION

1.1 PARTNERSHIP. The parties hereby agree to the formation of this
limited partnership pursuant to the Colorado Uniform Limited Partnership Act
of 1981 (the "Act"), upon the terms and conditions set forth in this
Agreement.

1.2 NAME. The name of the Partnership is Comprehensive Software Systems
Ltd.

1.3 OFFICE. The office of the Partnership is at 25528 Genesee Trail
Road, Golden, Colorado 80401, or at such other place in the State of Colorado
as the General Partner may hereafter designate upon notice to the Partners.

1.4 REGISTERED AGENT. The name and address of the registered agent of
the Partnership for service of process in the State of Colorado is Marc J.
Musyl, Popham, Haik, Schnobrich & Kaufman, Ltd., 1200 Seventeenth Street,
2400 One Tabor Center, Denver, Colorado 80202.

1.5 ADDRESS OF GENERAL AND LIMITED PARTNERS.

(a) The name and business address of the General Partner is as follows:

CSS Management, Inc.
25528 Genesee Trail Road
Golden, Colorado 80401
Fax: (303) 526-9362

1
<PAGE>

(b) The names, business addresses and telefacsimile numbers of the
Limited Partners are as follows:

BHC Securities, Inc. 100 North 20th Street, 4th Floor
Philadelphia, Pennsylvania 19103
Fax: (215) 557-7104

Comprehensive Securities 25528 Genesee Trail Road
Systems, Inc. Golden, Colorado 80401
Fax: (303) 526-9362

Hanifen, Imhoff Inc. 1125 17th Street, Suite 1600
Denver, Colorado 80202
Fax: (303) 291-5377

Legg Mason, Inc. 111 S. Calvert St.
P.O. Box 1476
Baltimore, Maryland 21203-1476
Fax: (410) 685-2365

McDonald & Company 800 Superior Avenue, Suite 2100
Securities, Inc. Cleveland, Ohio 44114
Fax: (216) 443-3838

Raymond James 880 Carillon Parkway
& Associates, Inc. P.O. Box 12749
St. Petersburg, Florida 33716
Fax: (813) 573-8365

Southwest Securities, Inc. 1201 Elm Street, Suite 4300
Dallas, Texas 75270
Fax: (214) 749-0810

Stephens Inc. 111 Center Street
Little Rock, Arkansas 72201
Fax: (501) 377-3483

TransTerra Co. 119 South 19th Street
Omaha, Nebraska 68102
Fax: (402) 271-7719

1.6 PURPOSE. The purpose of the Partnership is to provide consulting
services and to develop software for securities broker-dealers, banks and other
financial institutions utilizing state of the art hardware and software
techniques. The Partnership will market such systems and do any and all other
things necessarily incident to such activities.

1.7 TERM. The term of the Partnership shall commence on the filing
of the Certificate and shall continue until December 31,

<PAGE>

2042 unless the Partnership is earlier dissolved and terminated in accordance
with the provisions of this Agreement or the Act.

ARTICLE II

DEFINITIONS

2.1 AGREEMENT shall mean this agreement of limited partnership, as it
may be amended from time to time.

2.2 AFFILIATE of a Person shall mean any other Person that, directly
or indirectly, controls or is controlled by or is under common control with such
Person.

2.3 CAPITAL ACCOUNT shall mean the Capital Account of each Partner
determined and maintained from the inception of the Partnership strictly in
accordance with the rules set forth in Section 1.704-1(b)(2)(iv) of the Treasury
Regulations. The Regulations shall control in case of any conflict between
those Regulations and this definition. By way of illustration and not
limitation, each Partner's Capital Account shall initially equal the cash and
the fair market value of property (net of liabilities secured by such
contributed property assumed or to which the property is subject) contributed by
a Partner to the Partnership, and during the term of the Partnership shall be
(A) increased by the amount of (1) Net Profit or items thereof as allocated to
the Partner, other than Net Profit or items thereof attributable to the
difference between the fair market value and adjusted basis of the property at
contribution, and (2) any money and the fair market value of property (net of
any liabilities secured by such contributed property assumed or to which the
property is subject) subsequently contributed to the Partnership and, (B)
decreased by the amount of (1) Net Loss or items thereof allocated to the
Partner, except (a) Net Loss or items thereof attributable to depreciation of
contributed property, which shall decrease Capital Accounts to the extent of
depreciation computed as if the property were purchased by the Partnership at
its fair market value, and (b) Net Loss attributable to the difference between
the fair market value and adjusted basis of property at contribution (which
shall not decrease the contributing Partner's Capital Account), and (2) all cash
and the fair market value of property (net of liabilities secured by such
distributed property assumed or to which the property is subject) distributed to
such Partner.

2.4 CAPITAL CONTRIBUTION shall mean the amount of money or value of
property contributed to the capital of the Partnership by a Partner pursuant to
Article III.

<PAGE>

2.5 CERTIFICATE shall mean the certificate of limited partnership of
the Partnership as filed with the office of the Secretary of State of the
State of Colorado, as it may be amended from time to time.

2.6 CODE shall mean the Internal Revenue Code of 1986, as amended
from time to time.

2.7 DISTRIBUTABLE CASH for any period means such portion of the cash
on hand or in bank accounts of the Partnership as, in the reasonable discretion
of the Board of Directors of the General Partner, is available for distribution
to the Partners after a reasonable provision has been made for the current
liabilities of the Partnership and a reasonable reserve has been allowed for
Partnership operating expenses.

2.8 DISTRIBUTIONS shall mean any money or other property distributed
to Partners with respect to their interests in the Partnership.

2.9 EVENT OF WITHDRAWAL shall mean the events provided for in
Section 7-62-402 of the Act or any successor provision.

2.10 GENERAL PARTNER shall mean CSS Management, Inc. and any other
Person or Persons who succeeds it in that capacity in accordance and with the
terms of this Agreement.

2.11 LIMITED PARTNERS shall mean BHC Securities, Inc., Comprehensive
Securities Systems, Inc., Hanifen, Imhoff Inc., Legg Mason, Inc., McDonald &
Company Securities, Inc., Raymond James & Associates, Inc., Southwest
Securities, Inc., Stephens Inc. and TransTerra Co. and any Person who succeeds
them as Limited Partners, but shall not include a Special Limited Partner.

2.12 MINIMUM GAIN with respect to any taxable year of the Partnership
shall mean the minimum gain of the Partnership computed strictly in accordance
with the principles of Section 1.704-2(b)(2) of the Treasury Regulations issued
under the Code.

Subject to the previous sentence, "Minimum Gain" means an amount of
gain that would be realized by the Partnership on the disposition of Partnership
property subject to non-recourse indebtedness equal to the amount by which such
non-recourse indebtedness exceeds the adjusted tax basis of such property. For
this purpose, where the asset is subject to multiple secured liabilities, the
allocation rules of Treasury Regulations Section 1.704-2(d)(2) shall apply. If
Partnership property subject to one or more Nonrecourse Liabilities of the
Partnership is, under Treasury Regulations Section 1.704-1(b)(2)(iv)(d) or
(b)(2)(iv)(f), properly reflected on the books of the Partnership at a book
value

<PAGE>

that differs from the adjusted tax basis of such property, the determination of
Minimum Gain shall be made with reference to book value.

2.13 NET PROFIT or NET LOSS shall mean the net profit or net loss of
the Partnership, as the case may be, as determined for federal income tax
purposes and all items required to be separately stated by Section 702 of the
Code and Treasury Regulations thereunder.

2.14 NONRECOURSE LIABILITIES means liabilities of the Partnership (or
a portion thereof) with respect to which none of the Partners has any risk of
loss (other than through the Partner's indirect interest as a Partner in the
Partnership assets subject to the liability) as defined in Section 1.752-1(a)(2)
of the Treasury Regulations.

2.15 PARTNER shall mean any General Partner and any Limited Partner.

2.16 PARTNERSHIP shall mean the limited partnership formed under this
Agreement.

2.17 PERSON shall mean and include an individual, proprietorship,
trust, estate, partnership, joint venture, association, company, corporation or
other entity of whatever nature.

2.18 PROJECT COMPLETION shall mean the later of February 1, 1996, or
that point in time when the back office and order management modules of the
software being developed by the Partnership are deliverable and usable (as
determined in the reasonable judgment of the Board of Directors of the General
Partner ("Software Completion")) and have been installed, as evidenced by the
commencement and clearing of live trades using such software, by 50% of the
Brokers who elect to install such software within sixty (60) days after such
determination by the Board of Directors, and a definitive schedule for
installation of the software with the remaining Brokers (each such Broker shall
have up to six (6) months after such determination by the Board of Directors to
elect to install such software) has been adopted by the Board of Directors of
the General Partner (no later than 30 days from the end of six months after such
determination), provided however, if such schedule is not adhered to by the
Partnership (other than for reasons within the control of one or more Brokers or
by reason of governmental restrictions, strikes or scarcity of labor or
material, or for other reasons beyond the control of the Partnership),
immediately upon the failure to adhere to the schedule, Project Completion shall
be deemed not to have occurred and all of the provisions hereof applicable to
the period prior to Project Completion shall again be effective.

5
<PAGE>

2.19 SHAREHOLDER AGREEMENT shall mean the Participation and
Shareholder Agreement dated February 4, 1993, among the original Limited
Partners, the General Partner and this Partnership.

2.20 SHARING RATIOS shall mean the percentages set forth in
Section 4.1.

2.21 SPECIAL LIMITED PARTNER shall mean, as further described in
Section 8.2, a former General Partner in the case of the retirement, withdrawal,
removal or the adjudication of bankruptcy of such General Partner.

2.22 TREASURY REGULATIONS mean the regulations of the United States
Treasury Department pertaining to the income tax, as amended in any successor
provision.

ARTICLE III

CAPITAL

3.1 CONTRIBUTIONS OF PARTNERS. The Initial and Subsequent Monthly
Capital Contributions of the Partners are as set forth below:

SUBSEQUENT MONTHLY SUBSEQUENT MONTHLY
INITIAL CAPITAL CAPITAL CONTRIBUTION CAPITAL CONTRIBUTION
GENERAL PARTNER CONTRIBUTION FEBRUARY 1993 - JULY 1993 AUGUST 1993 - JANUARY 1996
--------------- --------------- ------------------------- --------------------------
<S> <C> <C>
CSS Management, Inc. $1,333.33 $--0-- $--0--

LIMITED PARTNERS
----------------
BBC Securities, Inc. $8,333.33 $45,527.78 $25,000
Comprehensive Securities
Systems, Inc. 65,333.31 --0-- --0--
Hanifen, Imhoff Inc. 8,333.33 45,527.78 25,000
Legg Mason, Inc. 8,333.33 45,527.78 25,000
McDonald & Company
Securities, Inc. 8,333.33 45,527.78 25,000
Raymond James &
Associates, Inc. 8,333.33 45,527.78 25,000
Southwest Securities, Inc. 8,333.33 45,527.78 25,000
Stephens Inc. 8,333.33 45,527.78 25,000
TransTerra Co. 8,333.33 45,527.78 25,000
</TABLE>

The Initial Capital Contribution and the first Subsequent Monthly Capital
Contribution shall be payable upon execution of this Agreement. Thereafter,
Subsequent Monthly Capital Contributions shall be payable the first business day
of each month commencing March 1993 and continuing through January 1996.

<PAGE>

3.2 INTEREST. No Partner shall be entitled to interest on his Capital
Contributions or on any Net Profits or Distributable Cash retained by the
Partnership.

3.3 FAILURE TO CONTRIBUTE. If a Partner does not contribute by the
time required all or any portion of a Capital Contribution that Partner is
required to make as provided in Section 3.1, the Partnership may take such
action at law or in equity (including, without limitation, court proceedings)
as the General Partner may, in its sole discretion, deem appropriate to
obtain payment by that Partner of the portion of that Partner's Capital
Contribution that is in default together with interest on that amount at the
highest rate permitted by law from the date that the Capital Contribution was
due until the date that it is made, all at the cost and expense of the
Partner failing to make its Capital Contribution, or, at the General
Partner's option, the Partnership may exercise its rights under Section 13(a)
of the Shareholder Agreement.

ARTICLE IV

ALLOCATION OF PROFIT AND LOSS: DISTRIBUTIONS

4.1 SHARING RATIOS. The Initial and Subsequent Sharing Ratios of the
Partners shall be as follows:
<TABLE>
<CAPTION>
Initial Subsequent
Sharing Ratios Sharing Ratios
-------------- --------------
<S> <C> <C>
BBC Securities, Inc. 12.25% 6.25%
Comprehensive Securities
Systems, Inc. 1.00% 49.00%
CSS Management, Inc. 1.00% 1.00%
Hanifen, Imhoff Inc. 12.25% 6.25%
Legg Mason, Inc. 12.25% 6.25%
McDonald & Company
Securities, Inc. 12.25% 6.25%
Raymond James &
Associates, Inc. 12.25% 6.25%
Southwest Securities, Inc. 12.25% 6.25%
Stephens Inc. 12.25% 6.25%
TransTerra Co. 12.25% 6.25%
</TABLE>

The Initial Sharing Ratios shall apply to all Distributions and to the
allocation of Net Profit or Net Loss before Project Completion; and the
Subsequent Sharing Ratios shall apply for all periods

<PAGE>

thereafter during which Project Completion remains attained in accordance with
the definition thereof contained in Section 2.18 hereof.

4.2 ALLOCATION OF NET PROFIT AND NET LOSS. Subject to Sections 4.3,
4.4 and 4.5 hereof, Net Profit and Net Loss shall be allocated among the
Partners in accordance with the Sharing Ratios set forth in Section 4.1.

4.3 ALLOCATION OF MINIMUM GAIN. In the event that there is a net
decrease in the Minimum Gain of the Partnership during a Partnership taxable
year, each Partner shall be allocated items of Partnership income and gain in
accordance with Treasury Regulation Section 1.704-2(f)(1) for such year (and, if
necessary, for subsequent years) in an amount equal to such Partner's share of
such net decrease of Partnership Minimum Gain. For this purpose, a Partner's
share of the net decrease in Partnership Minimum Gain shall be determined under
Treasury Regulation Section 1.704-2(g)(2). This Section 4.3 is intended to
comply with Treasury Regulation Section 1.704-2(f)(1) and shall be interpreted
consistently therewith.

4.4 QUALIFIED INCOME OFFSET. In the event any Partners unexpectedly
receive any adjustments, allocations, or distributions described in Treasury
Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership
income and gain shall be specially allocated to such Partners in an amount and
manner sufficient to eliminate the deficit balances in their Capital Accounts
created by such adjustments, allocations, or distributions as quickly as
possible. Any special allocations of items of income or gain pursuant to this
Section shall be taken into account in computing subsequent allocations of
profits pursuant to this Section, so that the net amount of any items so
allocated to each Partner pursuant to this Section shall, to the extent
possible, be equal to the net amount that would have been allocated to each such
Person pursuant to the provisions of this Section if such unexpected
adjustments, allocations or distributions had not occurred.

The Partners intend that the provision set forth in this Section will
constitute a "Qualified Income Offset" as described in Section 1.704-
1(b)(2)(ii)(d) of the Treasury Regulations. The regulations shall control in the
case of any conflict between those regulations and this section.

4.5 ALLOCATIONS FOR CONTRIBUTED PROPERTY. In accordance with Code
Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and
deduction with respect to any property contributed to the capital of the
Partnership shall, solely for tax purposes, be allocated among the Partners in a
manner consistent with Code Section 704(c) and the Treasury Regulations
thereunder.

<PAGE>

In the event the fair market value of any Partnership property is
adjusted due to a distribution of property, admission of a new Partner,
termination of the Partnership or otherwise, subsequent allocations of income,
gain, loss, and deduction with respect to such asset shall be allocated among
the Partners in the same manner consistent with Code Section 704(c) and the
Treasury Regulations thereunder.

4.6 DISTRIBUTIONS OF DISTRIBUTABLE CASH. Any Distributable Cash shall
be distributed to the Partners in accordance with the Sharing Ratios set forth
in Section 4.1 at such times and in amounts as determined by the Board of
Directors of the General Partner, in its discretion; provided that all
Distributable Cash on hand shall be distributed at least annually within one
hundred twenty (120) days after the expiration of each fiscal year of the
Partnership. Notwithstanding any other provision hereof, if the Partnership
reports any taxable income for any fiscal year, the Partnership shall distribute
sufficient cash distributions to its Limited Partners so that they would be able
to pay federal, state and local income taxes with such distributions on such
income at the highest effective rate that any Limited Partner is subject to for
such fiscal year. The Board of Directors of the General Partner may from time to
time also allow a Partner to withdraw Distributable Cash from the Partnership,
without concurrent distributions to other Partners in accordance with the
Sharing Ratios, if agreed to in writing by all Partners. Such draws shall be
repaid to the Partnership from future distributions of Distributable Cash to the
Partner.

4.7. CURATIVE ALLOCATIONS. If the General Partner determines, after
consultation with counsel, that the allocation of any item of Partnership
income, gain, loss, deduction or credit is not specified in this Article IV (an
"unallocated item"), or that the allocation of any item of Partnership income,
gain, loss, deduction or credit hereunder is clearly inconsistent with the
Partners' economic interests in the Partnership (determined by reference to the
general principles of Temp. Reg. Section 1.704-1T(b)(4)(iv), Treas. Reg.
Section 1.704-1(b) and the factors set forth in Treas. Reg. Section 1.704-
1(b)(3)(ii)) (a "misallocated item"), then the General Partner may allocate such
unallocated items, or reallocate such misallocated items, to reflect such
economic interests.

9
<PAGE>

ARTICLE V

RIGHTS, POWERS, AND DUTIES OF GENERAL PARTNER

5.1 MANAGEMENT.

(a) The General Partner, within the authority granted under this
Agreement, shall have full, complete and exclusive right, power, authority
and discretion to manage and control the business of the Partnership. In so
doing, the General Partner shall take all actions and do all things necessary
or appropriate to effectuate the purposes of the Partnership and to protect
the interests of the Limited Partners. The General Partner shall devote all
of its time to the affairs of the Partnership and shall receive no
compensation from the Partnership, other than as expressly provided in this
Agreement. The General Partner shall, except as otherwise provided in this
Agreement, have all the rights and powers and shall be subject to all the
restrictions and liabilities of a partner in a partnership without limited
partners.

(b) All decisions made, and actions taken, for and on behalf of the
Partnership, pursuant to the authority granted in this Agreement and in the
Act, by the General Partner shall be the decisions and actions, respectively,
of the Partnership.

5.2 POWERS. Subject to Section 5.3, the General Partner, shall
have all authority, rights, and powers generally conferred by law, including
the authority, rights and powers of general partners in a partnership without
limited partners, and shall have all the authority, rights and powers which
they deem necessary or appropriate to effect the purposes of the Partnership,
including, by way of illustration but not by way of limitation, the following:

(a) To acquire, hold, sell, transfer, assign, lease or otherwise
deal with any real, personal or mixed property, interest therein or
appurtenance thereto;

(b) To borrow money and, if security is required therefor, to
mortgage or subject to any other security device any portion of the assets of
the Partnership, to obtain replacements of any mortgage or other security
device, and to prepay, in whole or in part, refinance, increase, modify,
consolidate or extend any mortgage or other security device;

(c) To maintain or cause to be maintained, to the extent deemed
necessary by the General Partner, adequate insurance with respect to general
liability of the Partnership and with respect to any insurable assets of the
Partnership pursuant to policies of

<PAGE>

insurance in form and coverage customary to property similar to the
Partnership's insurable assets and the Partnership's business;

(d) To employ, contract and deal with, from time to time,
persons, firms or corporations, including any Partners, in connection with the
management and operation of the Partnership business, including without
limitation, contractors, agents, brokers, accountants and attorneys, on such
terms as the General Partner shall determine;

(e) To place record title to, or the right to use, Partnership
assets in the name or names of a nominee or nominees, trustee or trustees, or
other agents of or for the Partnership for any purpose convenient or
beneficial to the Partnership;

(f) To ensure the proper application of revenues of the
Partnership, including the establishment of reserve funds to provide for
future requirements of the Partnership or any other purpose deemed necessary
or appropriate by the General Partner;

(g) To bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or against
the Partnership;

(h) To pay as a Partnership expense any and all costs or expenses
associated with the formation, development, organization and operation of the
Partnership;

(i) To deposit, withdraw, invest, pay, retain, and distribute the
Partnership's funds in a manner consistent with the provisions of this
Agreement;

(j) To make such elections under the Code and other relevant tax
laws as to the treatment of items of Partnership income, gain, loss,
deduction and credit, and as to all other relevant matters, as the General
Partner deems necessary or appropriate, including without limitation
elections referred to in Section 754 of the Code, selection of the manner and
method of determining depreciation of the capital assets of the Partnership,
determination of which items of cash outlay are to be capitalized or treated
as current expenses, and selection of the method of accounting and
bookkeeping procedures to be used by the Partnership;

(k) To discount, sell, exchange, hypothecate, grant a security
interest in or pledge for such consideration as the Executive Committee of
the Board of Directors of the General Partner shall determine in its absolute
discretion, any assets of the Partnership;

<PAGE>

(l) To require in any or all Partnership contracts that the
General Partner shall not have any liability thereon but that the Person
contracting with the Partnership shall look solely to the Partnership and its
assets for satisfaction;

(m) To maintain proper books of account for the Partnership and
to prepare all reports of operations and tax returns which are to be
furnished to the Partners pursuant to this Agreement or which are required by
taxing bodies or other governmental agencies;

(n) to designate depositories of the Partnership's funds, and the
terms and conditions of such deposits and drawings thereon;

(o) To execute and file with any state tax authority, if
necessary or appropriate to comply with or minimize withholding obligations
under the law of any state, a statement on behalf of the Partners
acknowledging and confirming their obligations to file tax returns with such
state;

(p) To determine the time and amount of Distributions to the
Partners consistent with this Agreement;

(q) To engage in any kind of activity and to perform and carry
out contracts of any kind necessary to carry out the activities authorized in
the preceding clauses of this subsection;

(r) To delegate all or any of its duties under this Agreement to
any of its officers, agents and employees, and in furtherance of such
delegation elect, employ, contract or deal with any person, except as
provided under this Agreement or by law; and

(s) To execute, acknowledge and deliver any and all instruments
to effectuate the foregoing.

5.3 RESTRICTIONS ON AUTHORITY OF GENERAL PARTNER.

Notwithstanding the provisions of Section 5.2, the General Partner
shall be subject to all the restrictions and limitations of a partner in a
partnership without limited partners, and in addition, without the consent of
all the Limited Partners, shall not have the authority to:

(a) do any act in contravention of this Agreement or the Act;

(b) confess a judgment against the Partnership;

<PAGE>

(d) admit an additional Limited Partner, except as provided in
this Agreement;

(e) knowingly perform any act that would subject any Limited
Partner to liability as a General Partner;

(f) alter the primary purpose of the Partnership as set forth in
Section 1.6 hereof;

(g) file on behalf of the Partnership a voluntary petition in
bankruptcy or a petition or answer of any nature seeking for the Partnership
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation;

(h) employ, or permit to employ, the funds or assets of the
Partners in any manner except for the exclusive benefit of the Partnership;

(i) commingle the Partnership funds with those of any other
person or entity;

(j) perform any act required to be authorized by all of the
Limited Partners under the Act or by all Partners under Section 7-60-109(3)
of the Colorado Uniform Partnership Act unless the right to do so is
expressly granted by this Agreement;

(k) borrow from the Partnership;

(l) perform any act which would make it impossible to carry on
the ordinary business of the Partnership;

(m) possess Partnership property, or assign the Partnership's
right in specific Partnership property, for other than a Partnership purpose;
or

(n) cause the Partnership to distribute any Partnership assets in
kind.

5.4 OTHER ACTIVITIES. The General Partner shall be required to
devote full time to the management of the Partnership business. The General
Partner shall not engage or possess an interest, independently or with
others, in other businesses or ventures of any nature and description. The
Limited Partners, however, may engage or possess an interest, independently
or with others, in other businesses or ventures of every nature and
description in competition with the Partnership or otherwise

<PAGE>

subject to use and confidentiality restrictions in this Agreement or other
agreements with the Partnership.

5.5 DISTRIBUTIONS. Each Partner shall look solely to the assets of the
Partnership for all Distributions and share of Net Profit or Net Loss, and
shall have no recourse therefor (upon dissolution or otherwise) against any
General Partner or Limited Partner, except, however, that this limitation
shall not impair the right of the Partnership to enforce its rights against a
Partner under Sections 5.6, 6.1 or 10.4 hereof. No Partner shall have any
right to demand or receive property other than money upon dissolution and
termination of the Partnership.

5.6 LIMITATION ON LIABILITY OF GENERAL PARTNERS; INDEMNIFICATION.

(a) The General Partner and its directors, officers, employees and
agents who are entitled to indemnification from the General Partner in
connection with performing services on behalf of the Partnership
("Indemnitee"), shall not have any liability, responsibility, or
accountability in damages or otherwise to any Partner or the Partnership for
any loss suffered by the Partnership which arises out of any act or omission
performed or omitted by such Indemnitee in good faith and within the scope of
the authority granted to it by this Agreement and in the best interest of the
Partnership; PROVIDED that such act or omission did not constitute gross
negligence, misconduct or any knowing violation of any statute, law or
regulation by such Indemnitee. Such Indemnitee shall be indemnified by the
Partnership and the Partnership hereby agrees to indemnify, pay, protect, and
hold harmless such Indemnitee (on the demand of and to the satisfaction of
such Indemnitee) from and against any and all liabilities, obligations,
losses, damages, actions, judgments, suits, proceedings, costs, expenses and
disbursements of any kind or nature (provided that the same were not the
result of gross negligence, misconduct or any knowing violation of any
statute, law or regulation on the part of the Indemnitee) including, without
limitation, all reasonable legal fees, costs and expenses of defense, appeal
and settlement of any and all suits, actions or proceedings instituted
against such Indemnitee and all costs of investigation in connection
therewith (collectively referred to as "Liabilities" for the remainder of
this Section 5.6) that may be imposed on, incurred by, or asserted against an
Indemnitee in any way relating to or arising out of, any action or inaction
on the part of such Indemnitee. Notwithstanding the foregoing, an Indemnitee
shall be liable, responsible and accountable, and the Partnership shall not
be liable to any such Indemnitee for any portion of such Liabilities, that
resulted from such Indemnitee's own gross negligence, misconduct or any
knowing violation of any statute, law or regulation. Subject to Section
5.6(c) hereof, if any action, suit or proceeding shall be pending

14
<PAGE>

or threatened against the General Partner relating to or arising, or alleged
to relate or arise out of any such action or nonaction, such General Partner
shall have the right to employ separate counsel of its choice in such action,
suit or proceeding and the reasonable fees and expenses of such counsel shall
constitute costs, expenses, and disbursements for the purposes of the
indemnification provided by this Section 5.6.

The satisfaction of the obligations of the Partnership under this
Section 5.6(a) shall be from and limited to the assets of the Partnership and
no Partner shall have any personal liability on account thereof.

(b) The Partnership shall not incur the cost of that portion of any
insurance which insures any Indemnitee for any liability as to which such
Indemnitee is prohibited from being indemnified under this Section 5.6.

(c) Advances from Partnership funds to an Indemnitee for legal expenses
and other costs incurred as a result of any legal action initiated against an
Indemnitee by a Limited Partner of the Partnership in his capacity as such is
prohibited. Except as provided in the foregoing sentence, advances from
Partnership funds to an Indemnitee for legal expenditures and other costs
incurred as a result of any initiated suit, action or proceeding is
permissible if (i) such suit, action or proceeding relates to or arises out
of, or is alleged to relate to or arise out of, any action or inaction on the
part of the Indemnitee in the performance of its duties or provision of its
services on behalf of the Partnership; (ii) such suit, action or
proceeding is initiated by a third party who is not a Limited Partner, and
(iii) the Indemnitee undertakes to repay any funds advanced pursuant to this
Section 5.6(c) in cases in which such Indemnitee would not be entitled to
indemnification under Section 5.6(a). If advances are permissible under this
Section 5.6(c), the Indemnitee shall furnish the Partnership with an
undertaking as set forth in the foregoing sentence and shall thereafter have
the right to bill the Partnership for, or otherwise request that the
Partnership pay, at any time and from time to time after such Indemnitee has
become obligated to make payment therefor, any and all amounts for which such
Indemnitee has determined in good faith that such Indemnitee is entitled to
indemnification under this Section 5.6. The Partnership shall pay any and all
such bills and honor any and all such requests for payment for which the
Partnership is liable as determined above. In the event that a final
determination is made by the Board of Directors of the General Partner that
the Partnership is not so obligated in respect to any amount paid by it, such
Indemnitee will refund such amount, plus interest thereon at the then
prevailing market rate of interest, within 60 days of such final
determination, and in the event that a final determination is made

15
<PAGE>

by the Board of Directors of the General Partner that the Partnership is so
obligated in respect to any amount not paid by the Partnership to such
Indemnitee, the Partnership will pay such amount to such Indemnitee.

5.7 REIMBURSEMENT OF EXPENSES.

(a) Except as otherwise set forth herein, all of the Partnership's
expenses shall be billed directly to and paid by the Partnership. The General
Partner shall be reimbursed for the actual cost to the General Partner of
goods, materials and services used for and by the Partnership. The General
Partner shall be reimbursed for the administrative services necessary to the
prudent operation of the Partnership at the General Partner's actual cost.

The General Partner shall not be reimbursed by the Partnership for the
following expenses:

(i) Services for which the General Partner is entitled to
compensation in the form of a separate fee; and

(ii) Any expenses that are unrelated to the business of the
Partnership.

(b) Subject to Section 5.7(a), the Partnership shall pay all expenses of
the Partnership and all reasonable expenses of the General Partner relating
to the Partnership which may include, but are not limited to: (i) all costs
of borrowed money, taxes, and assessments on Partnership property and other
taxes applicable to the Partnership; (ii) legal, audit, accounting, and
other fees; (iii) printing and other expenses and taxes incurred in
connection with the issuance, distribution, transfer and recording of
documents evidencing ownership of an interest in the Partnership or in
connection with the business of the Partnership; (iv) fees and expenses paid
to independent contractors, bankers, brokers, servicers, leasing agents and
consultants; (v) the cost of insurance as required in connection with the
business of the Partnership; (vi) expenses of revising or amending the
Partnership Agreement, converting, modifying or terminating the Partnership;
(vii) the costs and expenses incurred in qualifying the Partnership to do
business in any jurisdiction, including fees and expenses of any resident
agent appointed by the Partnership; (viii) the costs incurred in connection
with any litigation or regulatory proceedings in which the Partnership is
included and (ix) the costs, salaries, benefits, bonuses, employment taxes,
and expenses incurred, paid borne or reimbursed by the General Partner to all
employees and officers of the General Partner.

5.8 TAX STATUS OF PARTNERSHIP. The General Partner shall use its best
efforts to meet such requirements of the Code,

16
<PAGE>

as interpreted from time to time by the Internal Revenue Service, necessary
to assure that the Partnership will be classified as a partnership for
federal income tax purposes.

ARTICLE VI
RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

6.1 NO ASSESSMENTS. Except as specifically provided herein, or as
otherwise provided by law, no Limited Partner shall be personally liable for,
or bound by, any expenses, liabilities or obligations of the Partnership.

6.2 NO RIGHT TO MANAGE. No Limited Partner shall take part in, or
interfere in any manner with, the management, control, conduct or operation
of the Partnership, or have any right, power or authority to act for or bind
the Partnership.

6.3 DEATH OR DISABILITY OF LIMITED PARTNERS. The Partnership shall not
be dissolved by the death, insanity, adjudication of incompetency,
bankruptcy, insolvency or withdrawal of any Limited Partner; by the
assignment by any Limited Partner of its interest; or by the admission of a
substitute Limited Partner.

6.4 CONSENT OF LIMITED PARTNERS. The General Partner may from time to
time seek the consent of the Limited Partners on any matters not inconsistent
with the provisions of the Act. Such consent may be obtained by a written
consent or by the vote of the Limited Partners at a meeting where a majority
of the Sharing Ratios of Limited Partners are represented in person or by
proxy after at least 30-days written notice to all Limited Partners. Any
consent or vote shall be subject to the provisions of Section 5 of the
Shareholder Agreement. A majority of Sharing Ratios voted for or consenting
to a proposal of the General Partner will, unless otherwise provided herein
or in another agreement among all the Limited Partners, evidence the consent
of the Limited Partners, provided however that the General Partner shall not
take any of the following actions without the consent of two-thirds of the
Sharing Ratios of the Limited Partners:

(a) The sale of all or substantially all of the assets of the
Partnership pursuant to a single transaction or series of related
transactions, except for sales in connection with the liquidation and winding
up of the Partnership business upon its dissolution,

(b) The dissolution of the Partnership, and

<PAGE>

ARTICLE VII

TRANSFERS BY LIMITED PARTNERS AND ADDITIONAL LIMITED PARTNERS

7.1 TRANSFER. A Limited Partner may not transfer (a transfer, for
purposes of this Agreement, shall be deemed to include, but not be limited
to, any sale, assignment, pledge, creation of a security interest or other
disposition, whether voluntary or involuntary), in whole or in part, any of
its interest in the Partnership pursuant to this Agreement, unless, in
addition to the conditions in Section 11.13 and this Article VII, such
transfer complies with the applicable provisions of the Shareholder Agreement
(so long as such provisions have not been terminated) and the following terms
and conditions have been satisfied:

(a) The transferee shall have: (i) assumed all costs incurred by the
Partnership in connection with the transfer; (ii) at the request of the
General Partner, furnished the Partnership with an opinion of counsel,
satisfactory in form and substance to counsel for the Partnership, that such
transfer complies with applicable federal and state securities laws and this
Agreement and that such transfer, for federal income tax purposes, will not
cause the termination of the Partnership, cause the Partnership to be treated
as an association taxable as a corporation or otherwise adversely affect the
Partnership or the Partners; and (iii) complied with such other conditions as
the General Partner may require from time to time;

(b) The transferee shall have at the request of the General Partner,
acknowledged in writing that the transferee's interest in the Partnership
interest to be transferred is and shall continue to be subject and
subordinate to any security interest then existing of the Partnership in such
Partnership interest;

(c) The General Partner shall have consented in writing to the
transfer, which consent may be withheld or given in the sole discretion of
the General Partner.

Transfers will be effective and recognized by the Partnership only as of
the close of business on the last day of the calendar month following
satisfaction of the above conditions, and the transferor shall cease to be a
Partner as of that day. Any transfer in contravention of this Article VII and
any transfer which if made would cause a termination of the Partnership for
federal income tax purposes (even if the General Partner has

<PAGE>

consented to such transfer) shall be void and ineffectual and shall not bind
the Partnership.

7.2 RIGHT OF FIRST REFUSAL.

(a) As long as Section 12 of the Shareholder Agreement or any
successor provision has not been terminated, such Section 12 shall govern
transfers of the interests of Limited Partners and shall supersede this
Section 7.2. Any Limited Partner other than Comprehensive Securities Systems,
Inc. ("a Broker") may transfer any portion of its Partnership interest to any
Affiliate of it without compliance with this Section 7.2. Comprehensive
Securities Systems, Inc. ("Employee Co.") shall not transfer any portion of
its Partnership interest to Affiliates except in accordance with the terms of
this Section 7.2.

(b) If a Limited Partner shall receive a bona fide offer in writing
(a "Bona Fide Offer") from a party which, in the case of Brokers only, is not
an Affiliate of such Limited Partner and which is financially responsible (a
"Prospective Purchaser") to purchase all and not less than all of the
Partnership interest of that Limited Partner for cash (or cash equivalents)
payable in full at closing, which Bona Fide Offer is subject to no
contingencies (other than those imposed by this Section 7.2) and such Limited
Partner is not in default under the Shareholder Agreement, this Agreement or
its License Agreement and desires to accept such Bona Fide Offer, then the
Limited Partner that received the Bona Fide Offer (the "Selling Limited
Partner"), in the manner set forth in this Section 7.2, shall first offer to
sell its Partnership interest to the other Limited Partners (the "Offerees")
for a consideration and on terms equivalent to those to which the Selling
Limited Partner would be entitled if it accepted the Bona Fide Offer. For the
purposes of this Agreement, the term Bona Fide Offer shall mean a written
offer which is honest in fact, not collusive and, to the best knowledge of a
Limited Partner receiving such offer, not a sham.

(c) The Selling Limited Partner shall give written notice (an "Offer
Notice") to each of the Offerees of its receipt of the Bona Fide Offer and
its offer to sell its Partnership interest at the price and on the material
terms set forth therein, enclosing with such Offer Notice a complete and
correct copy of the Bona Fide Offer setting forth all of the terms thereof.

(d) If an Offeree or any Affiliate of the Offeree that the Offeree
may designate shall desire to exercise the right to purchase pursuant to
subsection (b) of this Section 7.2 (an "Accepting Offeree"), then it shall do
so in accordance with the following provisions:

<PAGE>

(i) such Accepting Offeree shall give written notice thereof
to the Selling Limited Partner and the other Offerees within 30 days
after the Offer Notice was given and, if an Affiliate of such Offeree
is to effect the purchase, the Offeree shall guarantee the
performance of such Affiliate;

(ii) each Accepting Offeree, except for Employee Co., that
gives notice of the exercise of the right to purchase shall be
obligated to purchase that portion of the Partnership interest being
offered by the Selling Limited Partner which is in the proportion
that its Sharing Ratio immediately prior to such purchase bears to
the aggregate Sharing Ratios of all Brokers who are then Limited
Partners, and if Employee Co. is an Accepting Offeree, it shall be
obligated to purchase, if at all, all of the Partnership interest of
the Selling Limited Partner, however, if Employee Co. is not the only
Accepting Offeree, it shall have no rights to purchase any portion of
the Project Interest of the Selling Limited Partner, except as
provided in clause (iv) below;

(iii) if not all of the Selling Limited Partner's Partnership
interest is committed for by Accepting Offerees pursuant to clause
(ii) above, the Selling Limited Partner shall give another written
notice (the "Second Offer Notice") only to the Accepting Offerees,
within 45 days after the Offer Notice was given, stating the amount
of its Partnership interest that remains uncommitted (the "Excess
Amount");

(iv) if any Accepting Offeree (including Employee Co.) is
willing to commit to purchase any of the Excess Amount (an "Excess
Accepting Offeree"), it shall give written notice to the Selling
Limited Partner within 60 days after the Offer Notice was given,
stating the additional Partnership interest it is willing to commit
to purchase, and if such commitments total more than the Excess
Amount, the Excess Amount shall be allocated for purchase among the
Excess Accepting Offerees in proportion to the respective Excess
Amounts they were willing to purchase, provided, however, that if all
the Excess Amount can be purchased by Brokers who are Excess
Accepting Offerees, then Employee Co., if it is an Excess Accepting
Offeree, shall not purchase any of the Excess Amount; and

(v) the closing of a purchase of a Selling Limited Partner's
interest pursuant to this Section 7.2(d) shall be held at a mutually
acceptable place on a mutually acceptable date not more than the
later of 60 days after the date the Offer Notice was given or 45 days
after the date the Second Offer Notice was given, if it was in fact
given; PROVIDED, HOWEVER, that if one or more Accepting Offerees fail
to tender its share of the purchase price therefor at the closing,
then

<PAGE>

each of the nontendering Accepting Offerees shall lose its rights
under this Section 7.2(d) and the tendering Accepting Offerees shall
be provided an additional 30 days in which to tender payment for the
Selling Limited Partner's interest. At any such closing, the
Accepting Offerees shall tender payment to the Selling Limited
Partner, and the Selling Limited Partner shall assign to the
Accepting Offerees, the Partnership interest to be sold, free and
clear of all liens, claims and encumbrances (other than those
necessary to finance such sale), and shall execute such documents as
may be necessary to effectuate the sale.

(e) In the event that (i) no offer to sell made pursuant to Section
7.2(b) has been accepted on or prior to the 31st day after the Offer Notice
was given in accordance with Section 7(d)(i) above, (ii) if no Second Offer
Notice is given, the 60-day period referred to in Section 7.2(d)(v) (subject
to extension in accordance with Section 7.2(d)(v)) shall lapse without the
Accepting Offerees having tendered payment in accordance with Section 7(d)(i)
and (v) above, or (iii) the 45-day period referred to in Section 7.2(d)(v)
(subject to extension in accordance with Section 7.2 (d)(v)) shall lapse
without the Accepting Offerees having tendered payment (the first to occur of
the events referred to in clauses (i), (ii) and (iii) being herein referred
to as the "Free to Sell Date"), then the Selling Limited Partner shall have
the right to sell all but not less than all of its Partnership's interest to
the Prospective Purchaser at the price (or a greater price) and upon the terms
specified in the Bona Fide Offer, subject to the terms of the other
subsections of this Section 7.2. The Selling Limited Partner's right to sell
its Limited Partner's interest to the Prospective Purchaser pursuant to this
Section 7.2 shall expire and the full restrictions of this Section 7.2 shall
be reinstated in the event that the Prospective Purchaser has not purchased
such Partnership interest within 90 days after the Free to Sell Date.

(f) A Selling Limited Partner does not waive whatever claims or
remedies it may have in law or equity against an Accepting Offeree that
elects to purchase and wrongfully fails to so purchase the Selling Limited
Partner's interests. The Accepting Offerees that tender payment under the
circumstances described in Section 7.2(d)(v) do not waive whatever claims or
remedies they may have in law or equity against any nontendering Accepting
Offeree.

7.3 EFFECT OF TRANSFER. If a transfer of a Limited Partner's interest
has become effective pursuant to Sections 7.1 or 7.2, but the transferee is
not substituted as a Limited Partner pursuant to Section 7.4 hereof, the
transferee shall be entitled, as though a Limited Partner, to receive
Distributions in the manner provided in Article IV, but shall have no other
rights by virtue of

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<PAGE>

such transfer, and the transferor shall remain primarily liable for
Subsequent Capital Contributions hereunder. Unless otherwise agreed by such
transferee who does not become a substituted Limited Partner, such transferee
shall not be liable for the obligations of such Limited Partner but the right
of any such transferee to receive distributions or other payments shall be
subject to set-off to the same extent that such Limited Partner would have
been subject to set-off. Notwithstanding any other provisions of this
Agreement, the Partnership shall be entitled to treat the transferor of a
Limited Partner's interest as the absolute owner thereof, and shall incur no
liability by reason of distributions of cash or other property made in good
faith to such transferor, until such time as the transfer has been accepted
by the General Partner and registered on the books of the Partnership.

7.4 SUBSTITUTION OF LIMITED PARTNERS. A transferee of a Limited
Partner's interest shall have the right to be substituted as a Limited
Partner if and only if:

(a) The transferee delivers to the General Partner a written notice,
executed and acknowledged by the transferee and by the transferor, requesting
that the transferee be substituted as a Limited Partner;

(b) All Partners consent in writing to such substitution;

(c) The transferee executes, acknowledges and delivers to the General
Partner instruments in form and substance satisfactory to the General Partner
accepting and adopting the terms, provisions, appointments and agreements set
forth in this Agreement and assuming the obligations, if any, of the
transferor to the Partnership;

(d) The opinions, acknowledgements and assumptions referred to in
Section 7.1 are furnished to the General Partner; and

(e) The transferor and/or transferee agree to pay the out-of-pocket
costs incurred by the Partnership, including legal fees, in connection with
such substitution.

7.5 ACQUIT PARTNERSHIP. In the absence of compliance with the terms of
this Article and written notice to the Partnership of any transfer of a
Partnership interest, any payment to the assigning Partner shall acquit the
Partnership of liability to the extent of such payment to any other Person
who may have an interest in such payment by reason of a transfer by the
Partner.

<PAGE>

7.6 ADDITIONAL LIMITED PARTNERS. Subject to Section 10 of the
Shareholder Agreement, additional Persons may be admitted to the Partnership
as Limited Partners and Partnership interests may be created and issued to
those Persons and to existing Partners if approved by the General Partner and
all of the Limited Partners on such terms and conditions as the General
Partner and the Limited Partners may determine at the time of admission. The
terms of admission or issuance must specify the Sharing Ratios applicable to
the new Partnership interests and to the existing Partners; the effect, if
any, on Capital Contributions of the Partners; and may provide for the
creation of different classes or groups of Limited Partners having different
rights, powers, and duties. The General Partner shall reflect the creation of
any new class or group in an amendment to this Agreement indicating the
different rights, powers, and duties, and such an amendment need be executed
only by the General Partner.

ARTICLE VIII

ASSIGNMENT, WITHDRAWAL AND SUBSTITUTION OF GENERAL PARTNER

8.1 ASSIGNMENT OF GENERAL PARTNER'S INTEREST.

(a) The General Partner may without any consent or approval, assign,
mortgage, pledge, encumber or otherwise dispose of any of such General
Partner's right to receive distributions or other payments with respect to
its Partnership interests from the Partnership, but such action shall not
cause the withdrawal of the General Partner nor cause the transferee to
become substituted as a General Partner, unless such withdrawal and
substitution is approved as required by this Article. The General Partner
shall remain liable for its obligations hereunder and, unless otherwise
agreed by such transferee who does not become a substituted General Partner,
such transferee shall not be liable for the obligations of such General
Partner or of the Partnership, but the right of any such transferee to
receive distributions or other payments shall be subject to set-off to the
same extent that such General Partner would have been subject to set-off.

(b) Any Person receiving all or part of the Partnership interest of a
General Partner as a result of transfer by operation of law, whether by
death, bankruptcy or otherwise, shall, subject to the terms of this
Agreement, receive only such General Partner's rights to receive
distributions or other payments from the Partnership, and shall not become a
substituted General Partner (unless substituted as a General Partner pursuant
to this Article). The Person receiving such Partnership interest shall have
the same status as a transferee under subsection (a).

<PAGE>

8.2 WITHDRAWAL. A General Partner may not withdraw or retire from the
Partnership without the consent of all of the Limited Partners. Any General
Partner who with the consent of all of the Limited Partners withdraws or
retires shall cease to be a Partner as of the close of business on the last
day of the calendar month in which such consent is obtained.

8.3 SPECIAL LIMITED PARTNERS. Upon the occurrence of an Event of
Withdrawal, a General Partner with respect to which such event has occurred,
or his legal representative as the case may be, shall become a Special
Limited Partner. A Special Limited Partner shall have no responsibility for,
and no right to participate in, the management of the Partnership business,
but shall retain his rights with respect to his Capital Contributions, Net
Profits and Net Losses, and Distributions as if he had remained a General
Partner, subject to any set-off or other claim which the Partnership may have.

8.4 ADMISSION OF ADDITIONAL OR SUCCESSOR GENERAL PARTNER. A Person
shall be admitted or substituted as an additional or successor General
Partner of the Partnership only if each of the following conditions is
satisfied:

(a) the admission or substitution of such Person shall have been
consented to or ratified by all of the Partners excluding Special Limited
Partners under Section 8.3 hereof;

(b) such Person shall have accepted and agreed to be bound by the terms
and provisions of this Agreement, by executing a counterpart hereof, and such
other documents or instruments as may be required or appropriate in order to
effect the admission of such Person as a General Partner shall have been
filed for recording, and all other actions required by law in connection with
such admission shall have been performed;

(c) if such Person is a corporation, it shall have provided the
Partnership with evidence satisfactory to counsel for the Partnership of its
authority to become a General Partner and to be bound by the terms and
provisions of this Agreement; and

(d) counsel for the Partnership shall have rendered an opinion to the
Partnership that the admission of such Person as a General Partner is in
conformity with the Act and that none of the actions taken in connection with
the admission of such Person is in violation of the Act, shall impair the
limited liability of the Limited Partners, shall cause the termination or
dissolution of the Partnership for tax purposes or otherwise, shall cause the
Partnership to be classified other than as a partnership, (including as a
publicly-traded partnership) for federal income tax purposes or shall violate
federal or state securities laws.

<PAGE>

8.5 FAILURE TO ADMIT SUBSTITUTE GENERAL PARTNER. In the event a
substitute General Partner has not been admitted within a reasonable time
after the occurrence of an Event of Withdrawal with respect to the General
Partner (which "reasonable time" shall in no event be more than 90 days), and
as a result there is no General Partner then acting, the Partnership shall be
dissolved, terminated and liquidated as of such date, as provided in Article
X.

ARTICLE IX

ACCOUNTING

9.1 BOOKS AND RECORDS. The Partnership's books and records, a list of
the full name and last known business address of each Partner, copies of the
Partnership's federal, state and local tax returns and reports, if any, and
financial statements, for the three (3) most recent years, this Agreement and
all amendments thereto, and all Certificates, together with executed copies
of any power of attorney pursuant to which any Certificate has been executed,
shall be maintained at the office of the Partnership and shall be open to
inspection and, upon payment of costs, to copying by the Partners or their
duly authorized representatives at all reasonable times.

9.2 BOOKS OF ACCOUNT. The General Partner shall, for income tax
purposes, keep and maintain, or cause to be kept and maintained, adequate
books of account of the Partnership.

9.3 FISCAL YEAR. The fiscal year of the Partnership shall be the
calendar year.

9.4 TAX RETURNS. The Tax Matters Partner, at Partnership expense,
shall cause income tax returns for the Partnership to be prepared and timely
filed with the appropriate authorities.

9.5 TAX MATTERS PARTNER. The General Partner shall be the "tax matters
partner" of the Partnership pursuant to Section 6231(a) (7) of the Code. The
General Partner shall take such action as may be necessary to cause each
other Partner to become a "notice partner" within the meaning of section 6223
of the Code. The General Partner shall inform each other Partner of all
significant matters that may come to its attention in its capacity as tax
matters partner by giving notice thereof within seven days after becoming
aware thereof, and, within that time, shall forward to each other Partner
copies of all significant written communications it may receive in that
capacity. The General Partner may take an action contemplated by sections
6222 through 6232 of the Code only with the consent of the Limited Partner,
but

<PAGE>

this sentence does not authorize the General Partner to take any action left
to the determination of an individual Partner under sections 6222 through 6232
of the Code.

9.6 REPORTS. The General Partner shall cause to be prepared and
delivered to each Partner, within forty-five (45) days after the expiration
of each fiscal quarter of the Partnership, at Partnership expense, unaudited
financial statements (balance sheet, statement of income or loss and
statement of cash flows) prepared in accordance with generally accepted
accounting principles, except as noted therein, and within ninety (90) days
after the expiration of each fiscal year of the Partnership, at Partnership
expense, (a) Partnership information necessary for the preparation of the
Partners' income tax returns (including a copy of the Partnership's federal,
state and local income tax returns, if any) and (b) annual audited financial
statements (balance sheet, statement of income or loss and statement of cash
flows) prepared in accordance with generally accepted accounting principles
consistently applied, accompanied by a report of a nationally recognized firm
of independent public accountants engaged at the direction of the Executive
Committee of the Board of Directors of the General Partner containing the
favorable opinion of such accountants to that effect. The officers of the
Partnership shall also cause to be prepared annual summaries of Partnership
operations, and such other information on the Partnership's operations and
conditions as the Executive Committee of the Board of Directors of the
General Partner deems appropriate. Upon reasonable request, such information
shall be available for review by any Partner.

ARTICLE X

TERMINATION AND DISSOLUTION

10.1 DISSOLUTION. The Partnership shall be dissolved upon the
earliest to occur of the following:

(a) The occurrence of an Event of Withdrawal unless at the time
there is at least one other General Partner and all other General Partners
determine to carry on the business of the Partnership.

(b) The expiration of the term of the Partnership.

(d) Written consent of all Partners.

26
<PAGE>

(e) Entry of a decree of judicial dissolution under Colorado
Statutes, Section 7-62-802.

10.2 TERMINATION. Upon dissolution, the Partnership shall be wound
up and terminated unless, and in the event the dissolution is caused by the
occurrence of an Event of Withdrawal with respect to the General Partner,
within 90 days after the occurrence of such Event of Withdrawal, all Partners
agree in writing to continue the business of the Partnership and to the
admission of one or more additional General Partners if necessary or desired
to continue the business of the Partnership. Expenses incurred in the
reformation or attempted reformation of the Partnership shall be deemed
expenses of the Partnership.

10.3 DISTRIBUTION OF ASSETS. Upon a dissolution of the Partnership,
unless it is continued pursuant to Section 10.2, the General Partner (or, if
there is no General Partner then remaining such other Person(s) designated by
the Limited Partners) shall take full account of the Partnership assets and
liabilities, shall liquidate the assets as promptly as is consistent with
obtaining the fair value thereof, and shall apply and distribute the proceeds
therefrom in the following order:

(a) To the payment of the expenses of liquidation and the debts and
liabilities of the Partnership (other than any loans or advances that may
have been made by the Partners to the Partnership);

(b) To the setting up of any reserves which the General Partner may
deem necessary or appropriate for any anticipated obligations or
contingencies of the Partnership or of the General Partner arising out of or
in connection with the operation or business of the Partnership. Such
reserves may be paid over by the General Partner to an escrow agent or
trustee selected by the General Partner to be disbursed by such escrow agent
or trustee in payment of any of the aforementioned obligations or
contingencies and, if any balance remains at the expiration of such period
as the General Partner shall deem advisable, to be distributed by such escrow
agent or trustee in the manner hereinafter provided;

(c) To the repayment of any loans or advances which may have been
made by any of the Partners to the Partnership, but if the amount available
for such repayment shall be insufficient, then pro rata on account thereof;
and

(d) To the Partners in accordance with their positive capital
accounts and in accordance with Section 1.704-1(b)(2)(ii)(b)(2) of the
Treasury Regulations.

27
<PAGE>

Upon liquidation of any Partner's interest in the Partnership, liquidating
distributions shall be made to such Partner in accordance with positive
capital accounts and in accordance with Section 1.704-1(b)(2)(ii)(b)(2) of
the Treasury Regulations. If at the time of liquidation the General Partner
shall determine that an immediate sale of part or all of the Partnership
assets would cause undue loss to the Partners, the General Partner may, in
order to avoid loss, either defer liquidation and retain the assets or
distribute the assets to the Partners in kind. In the event that the General
Partner elects to distribute such assets in kind, the assets shall first be
assigned a value and the unrealized appreciation or depreciation in value of
the assets shall be allocated to the Partner's capital accounts, as if such
assets had been sold and the gain or loss allocated in the manner described
in Article IV, and such assets shall then be distributed to the Partners in
accordance with their positive capital accounts.

10.4 DEFICIT CAPITAL ACCOUNTS. The Limited Partners have no
liability to the Partnership, to the other Partners, or to the creditors of
the Partnership on account of any deficit balance in the Limited Partners'
capital account.

If a General Partner has a deficit balance in his capital account at
the time of liquidation of the Partnership or the liquidation of his interest
to the Partnership (after crediting allocations of income and debiting
allocations of loss to its capital account), the General Partner must pay to
the Partnership the amount of the deficit balance. This amount, upon
liquidation of the Partnership, shall be paid to the creditors of the
Partnership due such amounts or distributed to the other Partners in
accordance with his positive capital account balance and in accordance with
Section 1.704-1(b)(2)(ii)(b)(3) of the Treasury Regulations.

This payment must be made in immediately available funds. This
payment must be made no later than the end of the taxable year of the
liquidation of its interest in the Partnership (or, if later, within ninety
(90) days after the date of the liquidation).

ARTICLE XI

MISCELLANEOUS

11.1 SIGNATURES; AMENDMENTS.

(a) Each Limited Partner and General Partner shall become a
signatory hereto by signing, directly or by an attorney-in-fact, this
Agreement and such other instrument or instruments, and in such manner and at
such time, as the General Partner shall

28
<PAGE>

determine. By so signing, each Limited Partner and General Partner, as the
case may be, shall be deemed to have adopted, and to have agreed to be bound
by, all the provisions of this Agreement, as amended from time to time;
provided, however, that no such counterpart shall be binding until it shall
have been accepted by the General Partner.

(b) Except as provided in subsection (c) below, any amendment
hereto shall be authorized and adopted upon the execution by all the Partners
hereto.

(c) In making any amendments, there shall be prepared and filed by
the General Partner for recording such documents and certificates as shall be
required to be prepared and filed under the Act and under the laws of any
other jurisdictions under which the Partnership is then formed or qualified.

(d) Any provision to the contrary herein notwithstanding, the
General Partner may, without the consent of the Limited Partners, make any
technical changes to the provisions of this Agreement to conform the
allocations set forth in Article Four hereof to the requirements of
regulations under Code Sections 704(b) and 704(c). Any amendment made by the
General Partner in accordance with this Section 11.1(d), (i) shall be made
pursuant to appropriate advice of counsel, and (ii) shall be deemed to have
been made pursuant to the fiduciary obligations of the General Partner to the
Partnership and the Limited Partners.

11.2 NOTICES. Notices to the Partners shall be sent to the addresses
set forth in Section 1.5. Any Partner may require notices to be sent to a
different address by giving notice to the other Partners in accordance with
this Section 11.2. All notices, requests, demands, consents and other
communications required or permitted hereunder shall be by telecopy or in
writing and shall be deemed to have been duly given and received when
personally delivered to an officer of each party hereto, or transmitted by
telecopier, confirmation received, to the telephone number specified below,
or five business days after such notice is mailed, certified mail return
receipt requested, first-class postage prepaid, or the next day after such
notice is sent by commercial courier.

11.3 WAIVER OF PARTITION. No Partner or successor in interest to any
Partner may have any property of the Partnership partitioned, or, except as
provided by applicable law, file a complaint or institute any proceeding at
law or in equity to have the property partitioned, and each Partner for itself,
its successors, representatives, and assigns, hereby waives any right to proceed
under any applicable law or otherwise to partition any Partnership property. Any
creditor of a Partner shall have

<PAGE>

recourse only against such Partner's interest in the Partnership, but such
creditor shall not have any recourse against the property of the Partnership.

11.4 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties and supersedes any prior agreement or
understanding among them representing the subject matter of this Agreement.

11.5 HEADINGS. All article and section headings in this Agreement
are for convenience of reference only and shall not control or alter the
meaning of this Agreement as set forth in this text.

11.6 CERTAIN PROVISIONS. If the operation of any provision of this
Agreement would contravene the provisions of the Revised Uniform Limited
Partnership Act as in effect in the State of Colorado, or would result in the
imposition of general liability on any Limited Partner, such provision shall
be void and ineffectual.

11.7 SEPARABILITY. Each provision of this Agreement shall be
considered separable and if, for any reason, any provision or provisions
hereof are determined to be invalid and contrary to existing or future law,
such invalidity shall not impair the operation of or affect those portions of
this Agreement that are valid.

11.8 PRONOUNS AND PLURALS. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, neuter, singular, or
plural as the identity of the person or persons may require.

11.9 BINDING AGREEMENT. This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto, their successors, heirs,
legatees, devisees, assigns, legal representatives, executors and
administrators, except as otherwise provided herein.

11.10 COUNTERPARTS. This Agreement may be executed in sereval
counterparts, and all so executed shall constitute one agreement, binding on
all the parties hereto, even though all parties are not signatory to the
original or the same counterpart. Any counterpart of either this Agreement or
the Certificate, which has attached to it separate signature pages, which
altogether contain the signatures of all Partners, shall for all purposes be
deemed a full executed instrument. Each party to the Agreement agrees that it
will be bound by its own telecopied signature and that it accepts the
telecopied signatures of the other parties to this Agreement.

<PAGE>

11.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF COLORADO
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. EACH OF THE PARTIES HERETO
AGREE TO SUBMIT TO THE JURISDICTION OF ANY FEDERAL COURT IN THE STATE OF
COLORADO, AND TO VENUE IN THE CITY AND COUNTY OF DENVER FOR ALL MATTERS
CONCERNING THE INTERPRETATION, CONSTRUCTION OR ENFORCEMENT OF THIS AGREEMENT
OR FOR ANY OTHER MATTERS CONCERNING OR ARISING OUT OF THIS AGREEMENT.

11.12 NO BENEFIT TO THIRD PARTIES. The provisions of this Agreement
shall not be construed for the benefit of or enforceable by a person not a
party hereto, including but not limited to any creditor of any Partner or any
of their affiliates.

11.13 COMPLIANCE WITH SECURITIES LAWS. No Partnership interest has
been or may be registered under the Securities Act of 1933, as amended, or any
state securities law, without the consent of the General Partner. A Partner
may not transfer all or any part of his interest, except upon compliance with
the applicable federal and state securities laws. The General Partner shall
have no obligation to register any Partner's interest under the Securities
Act of 1933, as amended, or any state securities law, or to make any
exemption therefrom available to any Partner.

11.14 LIMITATION ON USE IN CASE OF DISTRIBUTION OF SOFTWARE. To the
extent that any of the Partners receive rights to any of the assets of the
Partnership by distribution in liquidation or otherwise, such Partners agree
that they will be subject to and shall comply with the limitations on the use
of Partnership software and the confidentiality provisions contained herein,
subject however to the terms of any other agreement the Partners may enter
into with the Partnership or among themselves which shall govern. The terms of
this Section 11.14 shall survive any termination of this Agreement. Each
Partner or Affiliate of the Partner shall have a worldwide, personal,
nontransferable, and nonexclusive right to reproduce, modify, translate and
use the software. The software shall be used only for the processing of the
brokerage business of the Partner or an Affiliate of the Partner, including,
but not limited to, correspondent business on either a fully disclosed or
omnibus basis, and shall not be used in the operation of a service bureau or
sold or otherwise made available for use by a non-Affiliated entity. The
software and any modifications, changes, enhancements, conversions, upgrades
or additions made to the software, made by the Partnership or a third party
on the Partnership's behalf, shall be the sole and exclusive property of the
Partnership, including all applicable rights to patents, copyrights,
trademarks and trade secrets inherent therein and appurtenant thereto. Any
modifications, changes, enhancements, conversions, upgrades or additions
made to the software by a Partner or an Affiliate of the Partner or a third
party on the

<PAGE>

Partner's or an Affiliate's behalf ("Permitted Modifications") shall be the
sole and exclusive property of such Partner or Affiliate, including all
applicable rights to patents, copyrights, trademarks and trade secrets
inherent therein and appurtenant thereto and the Partner or its Affiliate
shall have the right to use the Permitted Modifications without charge
pursuant to the terms of the License Agreement. Notwithstanding the above,
nothing herein shall prevent the making of modifications, changes,
enhancements, upgrades or additions or developing any new software products
by a Partner which produce the same or similar results, data, reports or
information produced by the Permitted Modifications. Each Partner shall not
sell, transfer, publish, disclose, display or otherwise make available to
others (except for Affiliates) any source code, object code, documentation or
other material relating to the software. Each Partner shall obtain agreements
from its employees and the Affiliates' employees maintaining confidentiality
of, and prohibiting unauthorized use of disclosure of, the source code or
object code of the software or of any portion of the software, or any of the
algorithms or logic contained therein. Without limitation of the foregoing, a
Partner shall advise the other Partners immediately in the event that the
Partner learns or has reason to believe that any person who has had access to
the software, or any portion thereof, has violated or intends to violate the
terms of this Section; and the Partner will (at such Partner's own expense),
cooperate with the other Partners in seeking injunctive or other equitable
relief against such Person.

11.15 CONFIDENTIALITY. Each Partner acknowledges that the software
contains proprietary trade secrets and hereby agrees to maintain the
confidentiality of the software in a manner using at least as great a degree
of care as the manner used to maintain the confidentiality of the Partner's
own most confidential information. Each Partner acknowledges that the
disclosure of any aspect of the software, of any of the confidential
information referred to herein or any information which, at law or equity,
ought to remain confidential within the Partner and any of its Affiliates,
will give rise to irreparable injury to the Partnership or the Partners as a
group inadequately compensable in damages. Accordingly, the Partnership or
any Partner may seek or obtain injunctive relief against the breach or
threatened breach of any of the foregoing undertakings, in addition to any
other legal remedies which may be available, and each Partner hereby consents
to the obtaining of such injunctive relief. The terms of this Section 11.15
shall survive any termination of this Agreement.

<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has executed and sworn to
this Agreement as of the date first above written.

GENERAL PARTNER:

CSS MANAGEMENT, INC.

By: /s/ William W. Simpson
-----------------------
Title: President
--------------------

LIMITED PARTNERS:

BHC SECURITIES, INC.

By:/s/
-----------------------

Title:
--------------------

COMPREHENSIVE SECURITIES
SYSTEMS, INC.

By: /s/ William W. Simpson
------------------------
Title: President
--------------------

HANIFEN, IMHOFF INC.

By: /s/ Richard T. Hanifan
-------------------------
Title:
----------------------

LEGG MASON, INC.

By: John Curley
-------------------------
Title:
----------------------

<PAGE>

MCDONALD & COMPANY SECURITIES, INC.

By: /s/ Gordon Price
---------------------------
Title: C.F.O.
------------------------

RAYMOND JAMES & ASSOCIATES, INC.

By:/s/ Lynn Preppensen
---------------------------
Title: Sr V.P. Sec/Treas
------------------------

SOUTHWEST SECURITIES, INC.

By: /s/ Donald Bucholz
--------------------------
Title: CEO
-----------------------

STEPHENS INC.

By: /s/ Zoe Ann Heins
---------------------------
Title: Sr VP
------------------------

TRANSTERRA CO.

By: /s/ Thomas J. Pleiss
--------------------------
Title: Vice President
------------------------

<PAGE>
-1-

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
ROUNDTABLE PARTNERS, L.L.C.

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of
Roundtable Partners, L.L.C. (the "Agreement") is made and entered into as of
March ___, 1995 by and among the Members.

FOR AND IN CONSIDERATION OF and reliance upon the mutual covenants,
rights and obligations set forth herein, the benefits to be derived therefrom
and the relationship of trust, confidence, fair dealing and utmost good faith
created hereby, and other good and valuable consideration, the receipt and
the sufficiency of which each Member acknowledges and confesses, the Members
agree that the Agreement shall be the limited liability company agreement of
the Company and shall replace in its entirety the limited liability company
agreement, dated October 1, 1994, entered into by Walter Raquet and Kenneth
Pasternak (a copy of which is attached as Exhibit 1 hereto), which shall be
of no further force and effect, and further agree as follows:

ARTICLE I
DEFINITIONS

1.1 DEFINITIONS. As used herein, the following terms shall have the
respective meanings set forth below:

ACT - the Delaware Limited Liability Company Act and any
successor statute, as amended from time to time.

ADJUSTED CAPITAL ACCOUNT - the Capital Account maintained for each
Member as of the end of each fiscal year of the Company (a) increased by (i)
the

<PAGE>
-2-

amount of any unpaid capital contributions, if any, unconditionally agreed to
be contributed by such Member under Article IV of this Agreement, (ii) an
amount equal to the sum of such Member's allocable share of the Company's
Minimum Gain attributable to Company Nonrecourse Liabilities and such
Member's allocable share of the Company's Minimum Gain attributable to Member
Nonrecourse Debt, in each case as computed on the last day of such fiscal
year in accordance with applicable Treasury Regulations, and (iii) the amount
of Company liabilities allocable to such Member under Section 752 of the Code
with respect to which such Member bears the Economic Risk of Loss to the
extent such liabilities do not constitute "Member Nonrecourse Debt" and (b)
reduced by all reasonably expected adjustments, allocations and distributions
described in Treas. Reg. Section 1.704-1(b) (2) (ii) (d) (4), (5) and (6).
For purposes of this definition of "Adjusted Capital Account," any recourse
debt for which no Member bears the Economic Risk of Loss shall be treated as
a Company Nonrecourse Liability.

ADJUSTED PROPERTY - means any property, the Carrying Value of which
has been adjusted pursuant to Section 4.3(d) (i) or 4.3 (d) (ii). Once an
Adjusted Property is deemed distributed by, and recontributed to, the Company
for federal income tax purposes upon a termination thereof pursuant to
Section 708 of the Code, such property shall thereafter constitute
Contributed Property until the Carrying Value of such property is thereafter
adjusted pursuant to Section 4.3(d) (i) or 4.3 (d) (ii).

ADVISORY COMMITTEE - as defined in Section 6.2(a).

AFFILIATE - (a) with respect to any Person who is a natural person,
(i) each Entity that such Person controls and (ii) each member of such
Person's immediate family and (b) with respect to any Entity, (i) each Entity
that such Entity controls, (ii) each Person that controls such Entity and
(iii) each Entity that is under common control with such Entity. For the
purposes of the preceding sentence, the term "control" shall mean the
possession, directly or indirectly, through one or more intermediaries, of
the power or authority, through ownership of voting securities, by Contract
or otherwise, to direct the management, activities or policies of the Entity.
With respect to the Company, an Affiliate thereof shall be deemed to include
an Entity that is controlled by the Company.

<PAGE>
-3-

AGREED VALUE - of any Contributed Property means the fair market
value of such property or other consideration at the time of contribution,
as determined by the Advisory Committee using such reasonable method of
valuation as it may adopt; PROVIDED, however, that the Agreed Value of any
property deemed contributed to the Company for federal income tax purposes
upon termination and reconstitution thereof pursuant to Section 708 of the
Code shall be determined in accordance with Section 4.3(c). Subject to
Section 4.3(c), the Advisory Committee shall, in its sole discretion, use
such method as it deems reasonable and appropriate to allocate the aggregate
Agreed Value of Contributed Properties contributed to the Company in a single
or integrated transaction among each separate property on a basis
proportional to the fair market value of each Contributed Property.

BANKRUPT MEMBER - any Member (a) that (i) makes an assignment for
the benefit of creditors, (ii) files a voluntary petition in bankruptcy,
(iii) is adjudged bankrupt or insolvent or has entered against the Member an
order for relief in any bankruptcy or insolvency proceeding, (iv) files a
petition or answer seeking for the Member a reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under
any statute, law or regulation, (v) files an answer or other pleading
admitting or failing to contest the material allegations of a petition filed
against the Member in a proceeding of the type described in subclauses (i)
through (iv) of this clause (a), or (vi) seeks, consents to, or acquiesces in
the appointment of a trustee, receiver or liquidator of the Member or of all
or any substantial part of the Member's properties or (b) against which a
proceeding seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law or
regulation has been commenced and 120 days have expired without dismissal or
stay thereof or with respect to which, without the Member's consent or
acquiescence, a trustee, receiver or liquidator of the Member or of all or
any substantial part of the Member's properties has been appointed and 90
days have expired without the decree or order making such appointment having
been vacated or stayed, or 90 days have expired after the date of expiration
of a stay, if the appointment has not previously been vacated.

<PAGE>
-4-

BOOK-TAX DISPARITIES - means with respect to any item of Contributed
Property or Adjusted Property, as of the date of any determination, the
difference between the Carrying Value of such Contributed Property or
Adjusted Property and the adjusted basis thereof for federal income tax
purposes as of such date. A Member's share of the Company Book-Tax
Disparities in all of its Contributed Property and Adjusted Property will be
reflected by the difference between such Member's Capital Account balance as
maintained pursuant to Section 4.3 and the hypothetical balance of such
Member's Capital Account computed as if it had been maintained strictly in
accordance with federal income tax accounting principles.

BROKER CALL RATE - means as of any particular date the publicly
announced broker call rate of Citibank, N.A., New York, in effect on the last
day of the last month ending prior to such date, and means with respect to
any period the average of the publicly announced broker call rates of
Citibank, N.A., New York in effect on the last day of each month ending
during such period.

BUSINESS - the business, anywhere in the world, of acting as a
wholesale over-the-counter market maker and/or a third-market broker dealer
and any other business functionally interrelated to or incidental to either
of the foregoing.

BUSINESS DAY - any day other than a Saturday, a Sunday or a holiday
on which national banking associations in New York City, are required or
permitted by law to be closed.

CAPITAL ACCOUNT - the capital account maintained for a Member
pursuant to Section 4.3.

CAPITAL CONTRIBUTION - any contribution by a Member to the capital
of the Company.

CARRYING VALUE - (a) with respect to a Contributed Property, the
Agreed Value of such property reduced (but not below zero) by all depreciation,
amortization and cost recovery deductions charged to the Members' Capital
Accounts in respect of such Contributed Property, and (b) with respect to any
other Company property, the adjusted basis of such property for federal income
tax

<PAGE>
-5-

purposes, all as of the time of determination. The Carrying Value of any
property shall be adjusted from time to time in accordance with Sections
4.3(d) (i) and 4.3(d) (ii) and to reflect changes, additions or other
adjustments to the Carrying Value for dispositions and acquisitions of
Company properties, as deemed appropriate by the Advisory Committee.

CERTIFICATE - as defined in Section 2.1.

CHAIRMAN - as defined in Section 6.3(c).

CODE - the Internal Revenue Code of 1986, as amended from time to
time.

COMMON INTEREST - the common limited liability company interest
(expressed as a percentage) of a Member in the Company, including rights as a
Common Unit holder to distributions (liquidating or otherwise), allocations
of Net Income and Net Loss, information and to consent or approve. The
Common Interest of each Member shall be determined from time to time by
dividing the number of Common Units held by such Member at that time by the
aggregate number of Common Units then outstanding; provided, that no Member
shall have a Common Interest in excess of 20 percent; provided further, that
any Common Interest which would have been held by a Member but for the
preceding proviso shall be allocated among the other Members in accordance
with their respective Common Interests. As of the Effective Date, the Common
Interest of each Member is as set forth on Schedule A hereto.

COMMON UNITS - units of the Company designated as common, which in
the aggregate constitute 100 percent of the Common Interest. As of the
Effective Date, the number of Common Units held by each Member is as set
forth on Schedule A hereto.

COMPANY - Roundtable Partners, L.L.C., a Delaware limited liability
company.

COMPANY NONRECOURSE DEDUCTIONS - with respect to Company Nonrecourse
Liabilities, the amount of deductions, losses and expenses equal to the net
increase

<PAGE>
-6-

during the year in Minimum Gain attributable to Company Nonrecourse
Liabilities, reduced (but not below zero) by proceeds of Company Nonrecourse
Liabilities allocated to an increase in Minimum Gain distributed during the
year, as determined in accordance with applicable Treasury Regulations.

COMPANY NONRECOURSE LIABILITIES - nonrecourse liabilities (or
portions thereof) of the Company for which no Member bears the Economic Risk
of Loss.

CONTRIBUTED PROPERTY - each property or other asset, in such form as
may be permitted by the Act (but excluding cash and any property or other
assets treated as sold to the Company pursuant to Section 707(a) of the Code
including, without limitation, the Trimark Interest), contributed to the
Company (or deemed contributed to the Company on termination and
reconstitution thereof pursuant to Section 708 of the Code). Once the
Carrying Value of a Contributed Property is adjusted pursuant to Section
4.3(d), such property shall no longer constitute a Contributed Property, but
shall be deemed an Adjusted Property.

CONTRACT - any contract, agreement, lease, license, easement,
servitude, right-of-way, mortgage, bond, note or other instrument.

CURATIVE ALLOCATION - any allocation of an item of income, gain,
deduction, loss or credit pursuant to the provisions of Section 5.1(c) (vi).

DISPOSE, DISPOSING or DISPOSITION - a sale, lease, assignment,
transfer, exchange, mortgage, pledge, grant of a security interest or other
disposition or encumbrance (including by operation of law) or the acts
thereof.

ECONOMIC RISK OF LOSS - as defined in Treasury Regulation Section
1.752-2(a).

EFFECTIVE DATE - as defined in Section 3.1.

ENTITY - any corporation, limited liability company, partnership,
limited partnership, venture, trust, estate, governmental entity or other
entity.

<PAGE>
-7-

FINANCIAL STATEMENTS - the annual financial statements of the
Company.

GAAP - generally accepted accounting principles consistently applied.

KNIGHT ORDER FLOW PERCENTAGE - with respect to each Member, for any
taxable period of the Company, the amount obtained by multiplying (a) the
excess of 100 percent over the aggregate Common Interests of all the
Management Investors at that time by (b) the product obtained by dividing (i)
the total amount of rebates for order flow received by such Member (or a
percentage (not to exceed 100%, in the aggregate, with respect to any one
entity) of order flow provided by an entity related to such Member as
indicated on Exhibit 1.1 hereto) from Knight Securities during such taxable
period by (ii) the total amount of rebates for order flow received by all
Members (other than Management Investors) from Knight Securities during such
taxable period; provided, that with respect to each Management Investor the
Knight Order Flow Percentage at any time shall equal the Common Interest of
such Management Investor at that time.

KNIGHT SECURITIES - Knight Securities, L.P., a New York limited
partnership.

MANAGEMENT INVESTORS - Walter Raquet, Kenneth Pasternak, Robert
Lazarowitz and Steven Steinman, in each case so long as such individual is a
Member.

MEMBER - any Person executing this Agreement as of the date hereof
as a member or hereafter admitted to the Company as a member as provided in
this Agreement, but excluding any Person who has ceased to be a Member in the
Company. As the context may require, in connection with the allocation of
any item of income, gain, loss, deduction, profit or distribution, but not
otherwise, the term "Member" shall include unadmitted transferees of Members
who are treated as partners of the Company for federal income tax purposes.

MEMBER NONRECOURSE DEBT - any nonrecourse debt of the Company for
which any Member bears the Economic Risk of Loss.

<PAGE>
-8-

MEMBER NONRECOURSE DEDUCTIONS - with respect to a Member Nonrecourse
Debt, the amount of deductions, losses and expenses equal to the net increase
during the year in Minimum Gain attributable to Member Nonrecourse Debt,
reduced (but not below zero) by proceeds of such Member Nonrecourse Debt
allocated to an increase in Minimum Gain attributable to Member Nonrecourse
Debt distributed during the year to the Members who bear the Economic Risk of
Loss for such debt, as determined in accordance with applicable Treasury
Regulations.

MEMBERSHIP INTEREST - the aggregate, with respect to any Member, of
its Common Interest, its Preferred A Interest and its Preferred B Interest.

MINIMUM GAIN - (a) with respect to Company Nonrecourse Liabilities,
the amount of gain that would be realized by the Company if it Disposed of
(in a taxable transaction) all Company properties that are subject to Company
Nonrecourse Liabilities in full satisfaction of such liabilities, computed in
accordance with applicable Treasury Regulations or (b) with respect to Member
Nonrecourse Debt, the amount of gain that would be realized by the Company if
it Disposed of (in a taxable transaction) the Company property that is
subject to such Member Nonrecourse Debt in full satisfaction of such debt,
computed in accordance with applicable Treasury Regulations.

NET AGREED VALUE - (a) in the case of any Contributed Property, the
Agreed Value of such property reduced by any liabilities either assumed by
the Company upon such contribution or to which such property is subject when
contributed, and (b) in the case of any property distributed to a Member by
the Company, the Company's Carrying Value of such property (as adjusted
pursuant to Section 4.3(d) (ii)) at the time such property is distributed,
reduced by any indebtedness either assumed by such Member upon such
distribution or to which such property is subject at the time of
distribution, in either case, as determined under Section 752 of the Code.

NET CAPITAL REQUIREMENTS - the requirements as to maintenance of net
capital prescribed by Rule 15c3-1 (and the appendices thereto) and Rule 15c3-3
under the Securities Exchange Act of 1934, as now in effect and as from time to

<PAGE>
-9-

time amended, or the rules dealing with the same subject matter as those
rules of any governmental authority or self-regulatory organization having
jurisdiction over the Company, Trimark and/or Knight Securities, whichever
shall from time to time be the more restrictive.

NET INCOME - for any taxable period, the excess, if any, of the
Company's items of income and gain for such taxable period over the Company's
items of loss and deduction for such taxable period. The items included in
the calculation of Net Income shall be determined in accordance with Section
4.3(b) and shall not include any items specially allocated under Section
5.1(c). If an item of income, gain, loss or deduction that has been included
in the initial computation of Net Income is subsequently subjected to a
Required Allocation or a Curative Allocation, Net Income or Net Loss,
whichever the case may be, shall be recomputed without regard to such item.

NET LOSS - for any taxable period, the excess, if any, of the
Company's items of loss and deduction for such taxable period over the
Company's items of income and gain for such taxable period. The items
included in the calculation of Net Loss shall be determined in accordance
with Section 4.3(b) and shall not include any items specially allocated under
Section 5.1(c). If an item of income, gain, loss or deduction that has been
included in the initial computation of Net Loss is subsequently subjected to
a Required Allocation or a Curative Allocation, Net Income, or Net Loss,
whichever the case may be, shall be recomputed without regard to such item.

NONRECOURSE BUILT-IN GAIN - with respect to any Contributed
Properties or Adjusted Properties that are subject to a mortgage or pledge
securing a Company Nonrecourse Liability, the amount of any taxable gain that
would be allocated to the Members pursuant to Sections 5.2(b) (i) (A) or
5.2(b) (ii) (A) if such properties were Disposed of in a taxable transaction
in full satisfaction of such liabilities and for no other consideration.

OFFICER - as defined in Section 6.9(a).

PERSON - any natural person or Entity.

<PAGE>
-10-

PREFERRED A HOLDER - any Member holding Preferred A Units.

PREFERRED A HOLDER'S PREFERENCE AMOUNT - with respect to each
Preferred A Holder, for each period an amount equal to (i) the average
balance of the Preferred A Holder's Unrecovered Preferred Capital Amount
during that period, multiplied by (ii) the Broker Call Rate (prorated for any
period, consisting of less than 365 days).

PREFERRED A HOLDER'S PREFERRED CAPITAL AMOUNT - with respect to each
Preferred A Holder, an amount equal to (i) six-sevenths (6/7) of all amounts
contributed by the Preferred A Holder under Section 4.1 minus (ii) the sum
of (A) any distributions to the Preferred A Holder under Section 5.3(a)(iv)
plus (B) the product of $10 multiplied by the number of Preferred A Units
converted by such Preferred A Holder into Common Units pursuant to Section
11.1.

PREFERRED A HOLDER'S AGGREGATE PREFERENCE AMOUNT - with respect to
each Preferred A Holder, on any given date, an amount equal to (i) the
aggregate amount of the Preferred A Holder's Preference Amounts through such
date, minus (ii) the aggregate amount of distributions made to the Preferred
A Holder under Section 5.3(a)(i).

PREFERRED A HOLDER'S UNRECOVERED PREFERRED CAPITAL AMOUNT - with
respect to each Preferred A Holder, on any given date, an amount equal to (i)
the Preferred A Holder's Preferred Capital Amount, plus (ii) the Preferred A
Holder's Aggregate Preference Amount (determined without taking into account
the Preferred A Holder's Preference Amount for the taxable period in which
such date falls).

PREFERRED A HOLDER'S UNTAXED PREFERENCE AMOUNT - with respect to
each Preferred A Holder, on any given date, an amount equal to (i) the
aggregate amount of the Preferred A Holder's Preference Amounts through such
date, minus (ii) the aggregate amount of Net Income previously allocated to
the Preferred A Holder under Section 5.1(a)(i).

<PAGE>
-11-

PREFERRED A INTEREST - the series A preferred limited liability
company interest (expressed as a percentage of all Preferred A Interests) of
a Member in the Company, including rights to distributions (liquidating or
otherwise), allocations and information. As of the Effective Date, the
Preferred A Interest of each Member is as set forth on Schedule A hereto.

PREFERRED A UNITS - units of the Company designated as Series A
Preferred, which in the aggregate constitute 100 percent of the Preferred A
Interest. As of the Effective Date, the number of Preferred A Units held by
each Member is as set forth on Schedule A hereto.

PREFERRED B HOLDER - any Member holding Preferred B Units.

PREFERRED B HOLDER'S PREFERENCE AMOUNT - for each period an amount
equal to (i) the average balance of the Preferred B Holder's Unrecovered
Preferred Capital Amount during that period, multiplied by (ii) the Broker
Call Rate (prorated for any period, consisting of less than 365 days).

PREFERRED B HOLDER'S PREFERRED CAPITAL AMOUNT - an amount equal to
(i) Fifteen Million Dollars ($15,000,000) minus (ii) any distributions to the
Preferred B Holder under Section 5.3(a)(v).

PREFERRED B HOLDER'S AGGREGATE PREFERENCE AMOUNT - on any given
date, an amount equal to (i) the aggregate amount of the Preferred B Holder's
Preference Amounts through such date, minus (ii) the aggregate amount of
distributions made to the Preferred B Holder under Section 5.3(a)(ii).

PREFERRED B HOLDER'S UNRECOVERED PREFERRED CAPITAL AMOUNT - on any
given date, an amount equal to (i) the Preferred B Holder's Preferred Capital
Amount, plus (ii) the Preferred B Holder's Aggregate Preference Amount
(determined without taking into account the Preferred B Holder's Preference
Amount for the taxable period in which such date falls).

PREFERRED B HOLDER'S UNTAXED PREFERENCE AMOUNT - on any given date,
an amount equal to (i) the aggregate amount of the Preferred B Holder's
Preference

<PAGE>
-12-

Amounts through such date, minus (ii) the aggregate amount of Net Income
previously allocated to the Preferred B Holder under Section 5.1(a)(ii).

PREFERRED B INTEREST - the series B preferred limited liability
company interest (expressed as a percentage of all Preferred B Interests) of
a Member in the Company, including rights to distributions (liquidating or
otherwise), allocations and information. As of the Effective Date, the
Preferred B Interest of each Member is as set forth on Schedule A hereto.

PREFERRED B UNITS - units of the Company designated as Series B
Preferred, which in the aggregate constitute 100 percent of the Preferred B
Interest. As of the Effective Date, the number of Preferred B Units held by
each Member is as set forth on Schedule A hereto.

PREFERRED INTEREST - with respect to any Member, the percentage
obtained by dividing (a) the sum of all Preferred A Units and Preferred B
Units held by such Member by (b) the sum of all Preferred A Units and all
Preferred B Units then held by all the Members.

RECAPTURE INCOME - any gain recognized by the Company (computed
without regard to any adjustment required by Section 734 or 743 of the Code)
upon the Disposition of any property or asset of the Company, which gain is
characterized as ordinary income because it represents the recapture of
deductions previously taken with respect to such property or asset.

REPRESENTATIVE - as defined in Section 6.2(a).

REQUIRED ALLOCATIONS - any allocation (or limitation imposed on any
allocation) of an item of income, gain, deduction or loss pursuant to
Sections 5.1(c) (i) - (v), such allocations (or limitations thereon) being
directly or indirectly required by the Treasury regulations promulgated under
Section 704(b) of the Code.

RESIDUAL GAIN or RESIDUAL LOSS - any item of gain or loss, as the
case may be, of the Company recognized for federal income tax purposes
resulting from a

<PAGE>
-13-

Disposition of a Contributed Property or Adjusted Property, to the extent
such item of gain or loss is not allocated pursuant to Sections 5.2(b) (i)
(A) or 5.2(b) (ii) (A), respectively, to eliminate Book-Tax Disparities.

RESIGNING MEMBER - as defined in Section 10.1

SECRETARY OF STATE - the Secretary of State of the State of Delaware.

TRANSFER AGREEMENT - the Master Contribution, Assignment and
Assumption Agreement dated concurrently herewith by and between Trimark
Securities, Inc. and the Company.

TRIMARK - Trimark Securities L.P., a New York limited partnership.

TRIMARK INCOME PERCENTAGE - with respect to any taxable period of
the Company, a fraction, the numerator of which is the excess, if any, of
Trimark's items of income and gain for such taxable period over Trimark's
items of loss and deduction for such taxable period and the denominator of
which is the Net Income for such taxable period.

TRIMARK INTEREST - the 99.99% general partnership interest in
Trimark being transferred to the Company as of the Effective Date pursuant to
the Transfer Agreement.

TRIMARK ORDER FLOW PERCENTAGE - with respect to each Member, for any
taxable period of the Company, the amount obtained by multiplying (a) the
excess of 100 percent over the aggregate Common Interests of all the
Management Investors at that time by (b) the product obtained by dividing (i)
the total amount of rebates for order flow received by such Member (or a
percentage (not to exceed 100%, in the aggregate, with respect to any one
entity) of order flow provided by an Entity related to such Member as
indicated on Exhibit 1.1 hereto) from Trimark during such taxable period by
(ii) the total amount of rebates for order flow received by all Members
(other than Management Investors) from Trimark during such taxable period;
provided, that with respect to each Management Investor, the

<PAGE>
-14-

Trimark Order Flow Percentage at any time shall equal the Common Interest of
such Management Investor at that time.

UNREALIZED GAIN - attributable to any item of Company property
means, as of any date of determination, the excess, if any, of (a) the fair
market value of such property as of such date (as determined under Section
4.3(d)) over (b) the Carrying Value of such property as of such date (prior
to any adjustment to be made pursuant to Section 4.3(d) as of such date).

UNREALIZED LOSS - attributable to any item of Company property
means, as of any date of determination, the excess, if any, of (a) the
Carrying Value of such property as of such date (prior to any adjustment to
be made pursuant to Section 4.3(d) as of such date) over (b) the fair market
value of such property as of such date (as determined under Section 4.3(d)).

1.2 DIRECTLY OR INDIRECTLY; WITHOUT LIMITATION. Where any provision in
this Agreement refers to action to be taken by any Person, or which such
Person is prohibited from taking, such provision shall be applicable whether
such action is taken directly or indirectly by such Person, including actions
taken by or on behalf of any Affiliate of such Person. Throughout this
Agreement, the term "including" and words to the same or similar effect shall
be interpreted and construed to mean "including without limitation."

1.3 REFERENCES. All references herein to one gender shall include the
others and the singular shall include the plural and vice versa as
appropriate. All references to an Entity shall be deemed to include its
successors and assigns, to the extent succession or assignment is not
restricted by this Agreement. Unless otherwise expressly provided, all
references to "Articles" or "Sections" are to Articles or Sections of this
Agreement and all references to "Exhibits" are to the exhibits attached
hereto, each of which is made a part hereof for all purposes.

1.4 CONSENTS, APPROVALS, ETC. All references herein to the consent,
approval or agreement of the Advisory Committee shall mean, unless otherwise
expressly provided in this Agreement, the consent, approval or agreement of a
majority of the Representatives then elected.

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ARTICLE II
ORGANIZATION

2.1 ORGANIZATION. Effective as of October 5, 1994, the Company was
organized as a Delaware limited liability company by the filing of the
Certificate of Formation attached hereto as Exhibit 2.1 (the "Certificate")
in the office of the Secretary of State under and pursuant to the Act.

2.2. NAME. The name of the Company is "Roundtable Partners, L.L.C." and
all Company business shall be conducted under such name or such other name or
names that comply with applicable law and as the Advisory Committee may
designate from time to time.

2.3 REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE IN THE UNITED
STATES; OTHER OFFICES. The registered office of the Company in the State of
Delaware shall be the initial registered office designated in the Certificate
or such other office (which need not be a place of business of the Company)
as the Advisory Committee may designate from time to time in the manner
provided by law. The registered agent of the Company in the State of
Delaware shall be the initial registered agent designated in the Certificate
or such other Person or Persons as the Advisory Committee may designate from
time to time in the manner provided by law. The principal office of the
Company in the United States of America shall be in Jersey City, New Jersey
or such other place (which need not be within the State of Delaware) as the
Advisory Committee may designate from time to time. The Company shall have
such other offices (which need not be within the State of Delaware) as the
Advisory Committee may determine to be appropriate.

2.4 PURPOSES. The purpose of the company is to engage in and operate
the Business, either directly, or indirectly as a holding company holding
interests in one or more Entities engaged in and operating the Business;
provided, however, that the Company shall under no circumstances engage in
any activity that is forbidden by the law of any jurisdiction in which the
Company or its Affiliates engages in business.

2.5 FOREIGN QUALIFICATION. Prior to the Company conducting business in
any jurisdiction other than the State of Delaware, the Advisory Committee

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shall cause the Company to comply, to the extent procedures are available,
with all requirements necessary to qualify the Company as a foreign limited
liability company in such jurisdiction. Each Member shall execute,
acknowledge, swear to and deliver all certificates and other instruments
conforming to this Agreement that are necessary or appropriate to qualify,
or, as appropriate, to continue or terminate such qualification of, the
Company as a foreign limited liability company in all such jurisdictions in
which the Company may conduct business.

2.6 TERM. The Company commenced on the date the Certificate was filed
with the Secretary of State and shall continue in existence until the date
fixed in the Certificate as the latest date on which the Company is to
dissolve or such earlier time as may be specified in or pursuant to this
Agreement; provided, however, that the Members may, with the consent of
Members holding not less than a majority of the Common Interests held by all
Members, extend the term of the Company beyond such period for a specified
period of time that complies with the Act.

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ARTICLE III
MEMBERS; DISPOSITIONS OF INTERESTS

3.1 MEMBERS. The Members of the Company are those Persons set forth on
Schedule A, each of which was admitted to the Company as a Member at the time
the Company was formed or is admitted to the Company as a Member on the date
hereof (the "Effective Date").

3.2 REPRESENTATIONS AND WARRANTIES. Each Member hereby represents and
warrants to the Company and each other Member that: (a) if such Member is an
Entity, it is duly organized, validly existing and in good standing under the
law of the jurisdiction of its organization and is duly qualified and in good
standing in the jurisdiction of its principal place of business (if not
organized therein); (b) such member has full corporate, or other applicable
power and authority to execute and agree to this Agreement and to perform its
obligations hereunder and all necessary actions by the board of directors,
shareholders, members, or other Persons necessary for the due authorization,
execution, delivery and performance of this Agreement by that Member have
been duly taken; (c) such Member has duly executed and delivered this
Agreement; (d) such Member's authorization, execution, delivery and
performance of this Agreement do not conflict with any other agreement or
arrangement to which that Member is a party or by which it is bound or with
any law or regulation to which that Member is subject; (e) such Member is
acquiring its Membership Interest for its own account and not with a view to
a sale or distribution thereof in violation of any securities laws and such
Member has received, or has had access to, all information which it considers
necessary or advisable to that Member's decision concerning its acquisition
of the Membership Interest; (f) such Member has not entered into and will not
enter into, at any time, any oral or written agreement or understanding with
any other Member to act in concert with any other Member with respect to the
management and operation of the Company, including any voting of such
Member's Common Interests as may occur from time to time; and (g) this
Agreement constitutes a valid, binding and enforceable agreement of that
Member, subject to general equitable principles and except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws of general application
relating to creditors' rights; PROVIDED, HOWEVER, that the representation and
warranty in clause (f) of this Section 3.2 shall apply only to Members which
are also members or member organizations of a national securities exchange.

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<PAGE>
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3.3 DISPOSITION OF INTERESTS.

(a) Except as otherwise permitted by Section 4.3 and Article X, no
Member shall, directly or indirectly, Dispose of all or any part of its
Membership Interest (including any right to receive distributions from the
Company) to any Person (including an Affiliate of such Member) without first
(x) obtaining the consent of that number of the other Members who are not
members or member organizations of a national securities exchange (unless
such member has obtained the unconditional written consent, or a consent
subject to such conditions as are acceptable to a majority of the Management
Investors, of the applicable securities exchange) who hold Common Interests
at least equal to the majority of Common Interests held by all Members other
than the Member proposing such Disposition (which consent may be given or
withheld in such other Members' sole judgment) and (y) complying with the
provisions of Sections 3.3(b).

(b) If, in connection with the Disposition of a Membership
Interest, a Member purports to grant any Person (including an Affiliate of
such Member) the right to be admitted as a Member of the Company, such Person
shall have the right to be so admitted as a Member only if: (i) that number
of the other Members who are not members or member organizations of a
national securities exchange (unless such member has obtained the
unconditional written consent, or a consent subject to such conditions as are
acceptable to a majority of the Management Investors, of the applicable
securities exchange) who hold Common Interests at least equal to the majority
of Common Interests held by all Members other than the Member proposing such
Disposition consent to such admission (which consent may be given or withheld
in the sole judgment of such other Members) and (ii) the other Members
receive a document (A) executed by both the Member effecting such Disposition
and the Person to which such Interest is Disposed, (B) including the notice
and payment address and facsimile number of the Person to be admitted to the
Company as a Member and the written acceptance by such Person of all the
terms and provisions of this Agreement and agreement by such Person to
perform and discharge timely all of the obligations and liabilities in
respect of the interest being obtained, (C) setting forth the Common
Interest, Preferred A Interests, Preferred B Interests and Capital Accounts
of each of the Member effecting such Disposition and the Person to which such
interest is Disposed after such Disposition, which together shall total the
Common Interest, Preferred A Interest, Preferred B Interest and Capital
Account, respectively, of the Member effecting such Disposition prior
thereto, (D) containing a

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representation and warranty by the Member effecting such Disposition and the
Person to which such interest is Disposed to the effect that such Disposition
was made in accordance with all laws and regulations, including securities
laws, applicable to such Member or Person, as appropriate, (E) containing
representations and warranties by the Person to which such interest is
Disposed that are substantially equivalent to those contained in Section 3.2
hereof, and (F) setting forth the effective date thereof.

(c) Any attempted Disposition of an interest or right, or any part
thereof, in or in respect of any Membership Interest (including any right to
receive distributions from the Company) other than in accordance with this
Section 3.3 shall be, and hereby is declared, null and void AB INITIO.

(d) Notwithstanding any provision in this Agreement to the
contrary, in no event shall any Member have the right or power to pledge or
otherwise grant (or cause to be pledged or otherwise granted) a mortgage
covering or a security interest in any other Member's Membership Interest or
any portion thereof (and the Advisory Committee shall not have the right or
power to pledge or otherwise grant (or cause to be pledged or otherwise
granted) a mortgage covering or a security interest in any Member's
Membership Interest or any portion thereof).

3.4 ADDITIONAL INTERESTS. Additional Membership Interests may be
issued, and additional Persons may be admitted as Members, only with the
consent of the Advisory Committee, provided, that any such additional
Membership Interests shall be issued for cash, or other contributed Property
having an Agreed Value at least equal to the lesser of (i) the fair market
value of the Membership Interest proposed to be issued and (ii) the price
that would have been paid for such Membership Interest by a Person who became
a Member on the Effective Date. Such admitted Members shall have such rights
as determined by the Advisory Committee.

3.5 LIABILITY TO THIRD PARTIES. No Member, Representative or Officer
shall have any personal obligation for any liabilities of the Company,
whether such liabilities arise in contract, tort or otherwise, except to the
extent that any such liabilities are expressly assumed in writing by such
Member, Representative or Officer; PROVIDED, HOWEVER, that nothing in this
Section 3.5 shall be construed as an agreement by the Company to indemnify or
hold harmless any Member, Representative or Officer.

<PAGE>
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3.6 REMOVAL. A Member may not be removed or expelled as a Member of the
Company, except as expressly set forth in Article X.

3.7 REGISTRATION RIGHTS. The Members shall have the registration rights
set forth in Exhibit 3.7 hereto.

ARTICLE IV
CAPITAL CONTRIBUTIONS

4.1 CAPITAL CONTRIBUTIONS.

(a) Effective as of the Effective Date, each of the Members (other
than Trimark Securities) has contributed the amount of cash set forth next to
such Member's name on Schedule A hereto to the Company as a Capital
Contribution and Trimark Securities shall be treated as having sold, and not
contributed as a Capital Contribution, the Trimark Interest to the Company.

(b) No Member shall have any obligation to make any capital
contribution other than the capital contribution referred to in section
4.1(a), except that each Management Investor shall, upon the admission of any
additional Members, be required to contribute capital in exchange for Common
Units such that the Common Interest of such Management Investor immediately
after the admission of such new Members is not less than the Common Interest
of such Management Investor immediately before such admission; provided that
this obligation of each Management Investor shall expire at such time as such
Management Investor shall, in the aggregate, have made capital contributions
to the Company of $3 million.

4.2 RETURN OF CONTRIBUTIONS. A Member is not entitled (except as
otherwise expressly provided by other provisions of this Agreement) to the
return of any part of its Capital Contributions or to be paid interest in
respect of either its Capital Account or its Capital Contributions. An
unrepaid Capital Contribution is not a liability of the Company or of the
other Members. A Member is not required to contribute or to lend any cash or
property to the Company to enable the Company to return any other Members'
Capital Contributions.

<PAGE>
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4.3 CAPITAL ACCOUNTS.

(a) The Company shall maintain for each Member owning a Membership
Interest a single, separate Capital Account with respect to such Membership
Interest in accordance with the rules of Treasury Regulation Section
1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount
of cash and the Net Agreed Value of all property transferred to the Company
as Capital Contributions with respect to such Membership Interest pursuant to
this Agreement and (ii) all items of Company income and gain (including,
without limitation, income and gain exempt from tax) computed in accordance
with Section 4.3(b) and allocated to such Membership Interest pursuant to
Section 5.1, and decreased by (x) the amount of cash and the Net Agreed Value
of all actual and deemed distributions of cash or property made with respect
to such Membership Interest pursuant to this Agreement and (y) all items of
Company deduction and loss computed in accordance with Section 4.3(b) and
allocated to such Membership Interest pursuant to Section 5.1.

(b) For purposes of computing the amount of any item of income,
gain, loss or deduction to be reflected in the Members' Capital Accounts, the
determination, recognition and classification of any such item shall be the
same as its determination, recognition and classification for federal income
tax purposes (including, without limitation, any method of depreciation, cost
recovery or amortization used for that purpose), provided, that:

(i) Except as otherwise provided in Treasury Regulation
Section 1.704-1(b)(2)(iv)(m), the computation of all items of income,
gain, loss and deduction shall be made without regard to any election
under Section 754 of the Code which may be made by the Company and, as
to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the
Code, without regard to the fact that such items are not includable in
gross income or are neither currently deductible nor capitalized for
federal income tax purposes.

(ii) Any income, gain or loss attributable to the taxable
Disposition of any Company property shall be determined as if the
adjusted basis of such property as of such date of Disposition were
equal in amount to the Company's Carrying Value with respect to such
property as of such date.

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(iii) In accordance with the requirements of Section 704(b)
of the Code, any deductions for depreciation, cost recovery or
amortization attributable to any Contributed Property shall be
determined as if the adjusted tax basis of such property on the date it
was acquired by the Company were equal to the Agreed Value of such
property. Upon an adjustment pursuant to Section 4.3(d) to the
Carrying Value of any Company property subject to depreciation, cost
recovery or amortization, any further deductions for such depreciation,
cost recovery or amortization attributable to such property shall be
determined (A) as if the adjusted tax basis of such property were equal
to the Carrying Value of such property immediately following such
adjustment and (B) using a rate of depreciation, cost recovery or
amortization derived from the same method and useful life (or, if
applicable, the remaining useful life) as if applied for federal income
tax purposes; provided, however, that if the asset has a zero adjusted
basis for federal income tax purposes, depreciation, cost recovery or
amortization deductions shall be determined using any reasonable method
that the Advisory Committee may adopt.

(c) A transferee of a Membership Interest shall succeed to a pro rata
portion of the Capital Account of the transferor relating to the Membership
Interest so transferred; provided, however, that, if the transfer causes a
termination of the Company under Section 708(b)(1)(B) of the Code, the Company's
properties shall be deemed to have been distributed in liquidation of the
Company to the Members (including any transferee of a Membership Interest that
is a party to the transfer causing such termination) pursuant to Section 12.2
and recontributed by such Members in reconstitution of the Company. Any such
deemed distribution shall be treated as an actual distribution for purposes of
this Section 4.3. In such event, the Carrying Values of the Company properties
shall be adjusted immediately prior to such deemed distribution pursuant to
Section 4.3(d)(ii) and such Carrying Values shall then constitute the Agreed
Values of such properties upon such deemed contribution to the reconstituted
Company. The Capital Accounts of such reconstituted Company shall be maintained
in accordance with the principles of this Section 4.3.

(d) (i) Consistent with the provisions of Treasury Regulation
Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Common Units
for cash or Contributed Property, the Capital Accounts of all Members
and the Carrying Value

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of each Company property immediately prior to such issuance shall be
adjusted upward or downward to reflect any Unrealized Gain or
Unrealized Loss attributable to such Company property, as if such
Unrealized Gain or Unrealized Loss had been recognized on an actual
sale of each such property immediately prior to such issuance and had
been allocated to the Members at such time pursuant to Section 5.1. In
determining such Unrealized Gain or Unrealized Loss, the aggregate cash
amount and fair market value of all Company assets (including, without
limitation, cash or cash equivalents) immediately prior to the issuance
of additional Membership Interests shall be determined by the Advisory
Committee using such reasonable method of valuation as it may adopt;
provided, however, the Advisory Committee, in arriving at such
valuation, must take fully into account the fair market value of the
Membership Interests of all Members at such time. The Advisory
Committee shall allocate such aggregate value among the assets of the
Company (in such manner as it determines in its sole discretion to be
reasonable) to arrive at a fair market value for individual properties.

(ii) In accordance with Treasury Regulation Section
1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed
distribution to a Member of any Company property (other than (A) a
distribution of cash that is not in redemption or retirement of any
portion of a Membership Interest or (B) a distribution that is in
redemption of a Preferred A Interest or a Preferred B Interest), the
Capital Accounts of all Members and the Carrying Value of such Company
property shall be adjusted upward or downward to reflect any Unrealized
Gain or Unrealized Loss attributable to such Company property, as if
such Unrealized Gain or Unrealized Loss had been recognized in a sale
of such property immediately prior to such distribution for an amount
equal to its fair market value, and had been allocated to the Members,
at such time, pursuant to Section 5.1. In determining such Unrealized
Gain or Unrealized Loss the aggregate cash amount and fair market value
of all Company assets (including, without limitation, cash or cash
equivalents) immediately prior to a distribution shall (A) in the case
of a deemed distribution occurring as a result of a termination of the
Company pursuant to Section 708 of the Code, be determined and
allocated in the same manner as that provided in Section 4.3(d)(i) or
(B) in the case of a liquidating distribution pursuant to Section 12.2
be determined and allocated by the liquidator using such reasonable
method of valuation as it may adopt.

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(e) Capital Accounts shall be adjusted, in a manner consistent with
this Section 4.3, to reflect any adjustments in items of the Company's income,
gain, loss or deduction that result from amended returns filed by the Company or
pursuant to an agreement by the Company with the Internal Revenue Service or a
final court decision.

4.4 ADVANCES BY MEMBERS. Except as approved by the Advisory Committee, or
provided for specifically herein, no Member may advance any money or other
property to, or contribute any money or property to, the Company.

ARTICLE V
ALLOCATIONS AND DISTRIBUTIONS

5.1 ALLOCATIONS FOR CAPITAL ACCOUNT PURPOSES. For purposes of maintaining
the Capital Accounts and in determining the rights of the Members among
themselves, the Company's items of income, gain, loss and deduction (computed in
accordance with Section 4.3(b)) shall be allocated among the Members in each
taxable year (or portion thereof) as provided herein below.

(a) After giving effect to the special allocations set forth in
Section 5.1(c), Net Income for each taxable period and all items of income and
gain taken into account in computing Net Income for such taxable period shall be
allocated to the Members in the following order and priority:

(i) first, to each Preferred A Holder in an amount equal to
the Preferred A Holder's Untaxed Preference Amount;

(ii) second, to each Preferred B Holder in an amount equal to the
Preferred B Holder's Untaxed Preference Amount;

(iii) third, to each Member in an amount equal to the excess, if
any, of Net Losses allocated to such Member under Section 5.1(b)(v)
over Net Income previously allocated to such Member under this Section
5.1.(a)(iii).

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(iv) fourth, to each Member in an amount equal to the excess of Net
Losses allocated to such Member under Section 5.1(b)(iv) over Net
Income previously allocated to such Member under this Section
5.1(a)(iv). For purposes of this Section 5.1(a)(iv), Net Income shall
be allocated among the Members in a manner that "unwinds" the
allocation of Net Losses set forth in Section 5.1(b)(iv), I.E., taking
into account allocations made under the second sentence of Section
5.1(b)(iv) before taking into account allocations made under the first
sentence of Section 5.1(b)(iv).

(v) fifth, in accordance with their respective Trimark Order Flow
Percentages, in an aggregate amount equal to the result obtained by
multiplying (A) 50 percent of the Net Income which was not allocated
pursuant to Section 5.1(a)(i), (ii) (iii) and (iv) by (B) the Trimark
Income Percentage for such taxable period.

(vi) sixth, in accordance with their respective Knight Order Flow
Percentages, in an aggregate amount equal to the excess of
(A) 50 percent of the Net Income which was not allocated pursuant to
Sections 5.1(a)(i), (ii), (iii) and (iv) over (B) the Net Income
allocated pursuant to Section 5.1(a)(v).

(vii) seventh, in accordance with their respective Common Interests.

(b) After giving effect to the special allocations set forth in
Section 5.1(a), Net Loss for each taxable period and all items of loss and
deduction taken into account in computing Net Loss for such taxable period shall
be allocated to the Members in the following order and priority:

(i) first, with respect to any Preferred A Units converted
pursuant to Section 11.1, to each Preferred A Holder to the extent of
the excess, if any, of (A) allocations made with respect to any such
converted Preferred A Units pursuant to Section 5.1(a)(i) over (B) the sum
of (1) distributions made with respect to any such converted Preferred A
Units pursuant to

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Section 5.3(a)(ii) and (2) any Net Loss previously allocated to such
Preferred A Holder pursuant to this Section 5.1(b)(i).

(ii) [intentionally omitted].

(iii) third, to all the Members in accordance with their respective
Common Interests, but only to the extent such amount when so allocated
would not result in, or cause an increase in, a deficit balance in any
Member's Adjusted Capital Account.

(iv) fourth, to the Members that (after the application of Sections
5.1(b)(i)-(iii)) do not have an Adjusted Capital Account with a deficit
balance in accordance with their respective Common Interests; but only
to the extent such amount when so allocated would not result in, or
cause an increase in, a deficit balance in any Member's Adjusted
Capital Account. This Section 5.1(b)(iv) shall be applied, MUTATIS
MUTANDIS, until the allocation of Net Losses would cause each of the
Members to have a deficit balance in such member's Adjusted Capital
Account.

(v) fifth, to each Member in proportion to its respective Common
Interest.

(c) Notwithstanding any other provision of this Section 5.1, the
following special allocations shall be made for each taxable period:

(i) MINIMUM GAIN CHARGEBACK. If, at any time during any Company
taxable period, there is a net decrease in Minimum Gain attributable to
Company Nonrecourse Liabilities, then to the extent of such decrease
items of Company income and gain for such period (and, if necessary,
subsequent periods) shall be specially allocated as quickly as possible
to each Member having a share of the Minimum Gain attributable to
Company Nonrecourse Liabilities, in proportion to, and to the extent
of, the portion of such Member's share of the net decrease during such
period in Minimum Gain attributable to Company Nonrecourse Liabilities.
The items to be so allocated shall be determined in accordance with
Treasury

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Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section
5.1(c)(i) is intended to comply with the minimum gain chargeback
requirement in Treasury Regulations Section 1.704-2(f) and shall be
interpreted consistently therewith.

(ii) MEMBER MINIMUM GAIN CHARGEBACK. If, at any time during any
Company taxable period, there is a net decrease in the Minimum Gain
attributable to Member Nonrecourse Debt, then to the extent of such
decrease items of Company income and gain for such period (and, if
necessary, subsequent periods) shall be specially allocated as quickly
as possible to each Member having a share of the Minimum Gain
attributable to Member Nonrecourse Debt in proportion to, and to the
extent of, the portion of such Member's share of the net decrease
during such period in Minimum Gain attributable to Member Nonrecourse
Debt. The items to be so allocated shall be determined in accordance
with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2).
This Section 5.1(c)(ii) is intended to comply with the partner minimum
gain chargeback requirement in the foregoing section of the Treasury
Regulations and shall be interpreted consistently therewith.

(iii) QUALIFIED INCOME OFFSET. If, at any time during any
Company taxable period any Member unexpectedly receives any
adjustments, allocations or distributions described in Treasury
Regulations Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), and if such
adjustment, allocation or distribution would result in or increase a
deficit balance in the Adjusted Capital Account of such Member as of
the end of a Company taxable year, then items of Company income and
gain shall be specially allocated to such Member in an amount and
manner sufficient to eliminate (to the extent required by the foregoing
Treasury Regulations) such deficit as quickly as possible, provided
that an allocation pursuant to this Section 5.1(c)(iii) shall be made
only if and to the extent that such Member would have a deficit balance
in its Adjusted Capital Account after all other allocations provided
for in this Article 5 have been tentatively made as if this Section
5.1(c)(iii) were not in this Agreement.

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(iv) MEMBER NONRECOURSE DEDUCTIONS. The Member Nonrecourse
Deductions for any taxable period shall be specially allocated in
accordance with Treasury Regulations Section 1.704-(2)(i)(1) among the
Members bearing the Economic Risk of Loss with respect to the Member
Nonrecourse Debt to which such Member Nonrecourse Deductions are
attributable.

(v) CODE SECTION 754 ADJUSTMENTS. To the extent that an
adjustment to the adjusted tax basis of any asset of the Company under
Sections 734(b) or 743(b) of the Code is required to be taken into
account in determining Capital Accounts pursuant to Treasury
Regulations Section 1.704-1(b)(2)(iv)(m), the amount of such adjustment
to the Capital Accounts shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment
decreases such basis), and such gain or loss shall be specially
allocated to the Members in a manner consistent with the manner in
which their Capital Accounts are required to be adjusted pursuant to
such Treasury Regulations.

(vi) CURATIVE ALLOCATIONS. Notwithstanding any other provisions of
this Section 5.1, the Required Allocations, if any, made pursuant to
this Section 5.1(c) shall be taken into account in allocating other Net
Income, Net Loss and items of Company income, gain, loss and deduction
for the Company taxable year in which such Required Allocation occurs
and each subsequent Company taxable year among the Members so that, to
the extent possible, the net amount of income, gain, loss, deduction
and other items allocated to each Member shall be equal to the net
amount that would have been allocated to each such Member if the
Required Allocations had not been made. Notwithstanding the preceding
sentence, (i) allocations of Member Nonrecourse Deductions shall not be
taken into account hereunder except to the extent that there has been a
net decrease in Minimum Gain attributable to Member Nonrecourse Debt
and (ii) allocations of Company Nonrecourse Deductions shall not be
taken into account hereunder except to the extent there has been a net
decrease in Minimum Gain attributable to Company Nonrecourse
Liabilities.

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(vii) EXCESS NONRECOURSE LIABILITIES. Solely for purposes of
determining each Member's proportionate share of the "excess
nonrecourse liabilities" of the Company within the meaning of Treasury
Regulation Section 1.752-3(a)(3), each Member's interest in the Net
Income of the Membership shall be its Common Interest, as adjusted from
time to time.

(viii) ALLOCATIONS GREATER THAN 20 PERCENT. No allocation of Net
Income or Net Loss shall be made to any Member if such allocation would
cause such Member to have allocated to it an amount in excess, in any
taxable year, of greater than 20 percent of the Company's Net Income or
Net Loss for such year; provided any Net Income or Net Loss not
allocated pursuant to this Section 5.1(c)(viii) shall be allocated
among the other Members in accordance with their respective Common
Interests (which allocation shall again be subject to the limitation
contained in this Section 5.1(c)(viii)).

5.2 ALLOCATIONS FOR TAX PURPOSES

(a) Except as otherwise provided herein, for federal income tax
purposes, (i) each item of income, gain, loss and deduction shall be allocated
among the Members in the same manner as its correlative items of "book" income,
gain, loss or deduction is allocated pursuant to Section 5.1, and (ii) each tax
credit shall be allocated to the Members in the same manner as the receipt or
expenditure giving rise to such credit is allocated pursuant to Section 5.1.

(b) In an attempt to eliminate Book-Tax Disparities attributable to a
Contributed Property or Adjusted Property, items of income, gain, loss,
depreciation, amortization and cost recovery deductions shall be allocated for
federal income tax purposes among the Members as follows:

(i) (A) In the case of a Contributed Property, such items
attributable thereto shall be allocated among the Members in the manner
provided under Section 704(c) of the Code that takes into account the
variation between the Agreed Value of such property and its adjusted
tax basis at the time of contribution; and (B) any item of Residual
Gain or

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Residual Loss attributable to a Contributed Property shall be allocated
among the Members in the same manner as its correlative item of "book"
gain or loss is allocated pursuant to Section 5.1.

(ii) (A) In the case of an Adjusted Property, such items shall (1)
first, be allocated among the Members in a manner consistent with the
principles of Section 704(c) of the Code to take into account the
Unrealized Gain or Unrealized Loss attributable to such property and
the allocations thereof pursuant to Section 4.3(d)(i) or (ii), and (2)
second, in the event such property was originally a Contributed
Property, be allocated among the Members in a manner consistent with
Section 5.2(b)(i)(A); and (B) any item of Residual Gain or Residual
Loss attributable to an Adjusted Property shall be allocated among the
Members in the same manner as its correlative item of "book" gain or
loss is allocated pursuant to Section 5.1.

(iii) To correct distortions created by the "Ceiling rule" of
Treasury Regulation Section 1.704-3(b)(1), to the extent permitted or
required by Treasury Regulations, the Company may make curative
allocations of Company tax items (other than those with respect to
property which is subject to the allocations contained in clauses (i)
and (ii) above) so that allocations of tax items be made to effect the
purposes of Code Sections 704(b) and 704(c) by allocating the tax
consequences of precontribution gain or loss to a contributing Member.

(c) Any gain allocated to the Members upon the sale or other taxable
Disposition of any Company asset shall, to the extent possible, after taking
into account other required allocations of gain pursuant to this Section 5.2, be
characterized as Recapture Income in the same proportions and to the same extent
as such Members (or their predecessors in interest) have been allocated any
deductions directly or indirectly giving rise to the treatment of such gains as
Recapture Income.

(d) All items of income, gain, loss, deduction and credit recognized
by the Company for federal income tax purposes and allocated to the Members in
accordance with the provisions hereof shall be determined without regard to any
election under Section 754 of the Code which may be made by the Company;
provided, however, that

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such allocations, once made, shall be adjusted as necessary or appropriate to
take into account those adjustments permitted or required by Sections 734 and
743 of the Code.

(e) For federal income tax purposes, the Trimark Interest shall be
treated as having been sold, and not contributed, to the Company pursuant to
Section 707 of the Code.

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5.3 DISTRIBUTIONS.

(a) The Company shall distribute cash or other property to the
Members as set forth below:

(i) first, on the last day of each calendar quarter in each
Company taxable year, the Company shall distribute to each Preferred A
Holder the Preferred A Holder's Aggregate Preference Amount;

(ii) second, on the last day of each calendar quarter in each
Company taxable Year, the Company shall distribute to each Preferred B
Holder the Preferred B Holder's Aggregate Preference Amount;

(iii) third, no less than three days prior to April 15 of each
year, the Company shall distribute to the Members (the "April
Distribution") (pro rata, in proportion to the amount of Net Income
allocated to the Members pursuant to Sections 5.1(a)(iii) through (vii)
with respect to the preceding taxable year), an amount equal to 50
percent of the excess of (A) the Net Income of the Company for the
preceding taxable year over (B) the amounts allocated pursuant to
Sections 5.1(a)(i) and (ii) with respect to such preceding taxable
year, plus if the Company's Net Income for any year is increased above
the amount used to compute the April Distribution as a result of an
adjustment deemed necessary by the Company or as the result of a tax
audit, the Company shall make an additional distribution in such amount
as the Advisory Committee shall determine is appropriate, in its good
faith discretion, taking into account the respective additional
federal, state and local tax liability of the Members as a result of
such increase and any related penalties and interest;

(iv) fourth, on April 15 of each Company Year, the Company shall
distribute to each Preferred A Holder a pro rata portion of fifty
percent (or such higher percentage as may be determined by the Advisory
Committee) of the excess of the Net Income for the immediately
preceding Company taxable year over the sum of (a) the aggregate amount
of the distributions with respect to such year required by Section
5.3(a)(iii) plus (b) fifty percent

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of the aggregate amount of the distributions with respect to such year
required by Sections 5.3(a)(i) and (ii); provided, that any
distributions made pursuant to this Section 5.3(a)(iv) shall be in
redemption of that number of Preferred A Units equal to one-tenth of
the dollar amount of the distribution made pursuant to this Section
5.3(a)(iv); provided further, that no distribution shall be made under
this Section 5.3(a)(iv) in excess of the aggregate for all Preferred A
Holders of the Preferred A Holder's Preferred Capital Amounts
immediately before such distribution;

(v) fifth, on April 15 of each Company Year occurring after the date
on which all of the Preferred A Units have been either redeemed
pursuant to Section 5.3(a)(iv) or converted pursuant to Section 11.1,
the Company shall distribute to each Preferred B Holder a pro rata
portion of fifty percent of the excess of Net Income for such taxable
year over the sum of (a) the aggregate amount of the distributions with
respect to such taxable year required by Section 5.3(a)(iii) plus (b)
fifty percent of the aggregate amount of the distributions with respect
to such year required by Section 5.3(a)(i) and (ii); provided, that any
distributions made pursuant to this Section 5.3(a)(v) shall be in
redemption of that number of Preferred B Units equal to one-tenth of
the dollar amount of the distribution made pursuant to this Section
5.3(a)(v); provided further, that no distribution shall be made under
this Section 5.3(a)(v) in excess of the Preferred B Holder's Preferred
Capital Amount immediately before such distribution; and

(vi) sixth, the Company shall periodically make distributions to the
Members in accordance with their respective Capital Accounts (after
reduction for the amount of any such Capital Account attributable to
the acquisition of Preferred A Units or Preferred B Units and any
allocations and distributions made as a result of the ownership of
Preferred A Units or Preferred B Units), with the timing and aggregate
amount of each distribution, if any, to be determined by the Advisory
Committee.

(b) Notwithstanding the foregoing:

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(i) the Company may make distributions for the payment of
taxes at such times as any Member would be required to pay federal
estimated taxes in an amount not in excess of the Company's good faith
estimate of the aggregate tax liability of the Members for the period
to which such estimated taxes relate as a result of allocations of Net
Income pursuant to section 5.1(a)(iii)-(vii); provided, any such
distribution under this Section 5.3(b)(i) shall reduce any distribution
under Section 5.3(a)(iii) which is computed with respect to the same
taxable year;

(ii) no distribution shall be made to any Member if such Member, as
a result thereof, would receive distributions in excess of 20 percent
of the Company's Net Income for the taxable year to which the
distribution relates; provided any amounts not distributed pursuant to
this Section 5.3(b)(ii) shall be distributed to the other Members in
accordance with their respective Common Interests (which distribution
shall again be subject to the limitation contained in this Section
5.3(b)(ii));

(iii) no distributions shall be made under Section 5.3(a) if
either the Company (including for this purpose its subsidiaries) is
prohibited from making any such distribution by regulatory
restrictions, including, without limitation, Net Capital Requirements;
provided in the event the Company is prevented from making a
distribution pursuant to Section 5.3(a)(i), (ii), (iii), (iv) or (v)
because of the provisions of this Section 5.3(b)(i), such shortfalls
shall be made up as the Company has sufficient available cash such that
such restrictions are no longer applicable;

(iv) no distributions shall be made under Section 5.3(a)(vi) for any
period until after the redemptions of the Preferred A Units and/or
Preferred B Units required to be made with respect to such period by
Section 5.3(a)(iv) or 5.3(a)(v) hereof have been made and/or such
Preferred A Units have been converted in accordance with Section 11.1
or 11.2; and

(v) any distribution required to be made to a Preferred B Holder
may, at the Company's sole discretion, be made by offsetting against
such obligation any amount which such Preferred B Holder is required to
pay to

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the Company pursuant to Section 6.1 of the Contribution, Assignment and
Assumption Agreement, of even date herewith, by and among the Company,
Trimark Securities, Inc., a Delaware corporation, Robert Lazarowitz,
Diana Steinman and Steven Steinman.

ARTICLE VI
MANAGEMENT PROVISIONS

6.1 MANAGEMENT BY MEMBERS. The business and affairs of the Company shall
be managed under the direction of an Advisory Committee, as hereinafter
provided. The Members recognize and acknowledge that Representatives, Officers,
employees of the Company or other Persons are not "Managers" as defined in
Section 18-101(9) of the Act. Except for the authority to control and manage
the day-to-day business and affairs of the Company, which authority is expressly
delegated to the Officers of the Company, as provided in Section 6.9(d), or as
otherwise provided in this Agreement, the Advisory Committee shall have full
authority to manage and supervise the business, affairs and properties of the
Company, to make all other decisions regarding the same and to perform any and
all other lawful act or activities customary or incident to the management of
the Company's business.

6.2 ADVISORY COMMITTEE.

(a) The Advisory Committee of the Company (the "Advisory Committee")
shall be composed of eleven members (collectively, the "Representatives");
PROVIDED, that the number of Representatives may be increased up to a total of
18 with the written consent of Members holding at least a majority of the
Common Units then outstanding. Each Member shall act only through the
Representatives. The initial Representatives shall be nominated by the
Management Investors and shall be elected by a majority vote of all of the
Members voting in accordance with their respective Common Interests, which
voting shall not be cumulative. Representatives need not be residents of the
State of Delaware. Except with the unconditioned written consent of the
applicable securities exchange (or with the written consent subject to such
conditions as are acceptable to a majority of the Management Investors), no
Person which is a member, a member organization, an allied member, an approved
person, a Person "associated with" a member,

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member organization, allied member or approved person, or having similar
status, of a securities exchange shall be a Representative. Each
Representative shall have the obligations to the Members of a partner of a
general partnership but such obligations shall not be a limitation on Section
3.5. For purposes of this Agreement, a Person shall be deemed to be
"associated with" another Person if such first Person is a partner, officer,
director, branch manager or employee of such second Person (or any person
occupying a similar status or performing similar functions), or directly or
indirectly controls, is controlled by, or is under common control with such
second person.

(b) Each Representative shall be entitled to hold office until death,
resignation or removal. Any Representative may be removed, with or without
cause, only by a majority vote of all Members voting in accordance with their
respective Common Interests, and the right of removal may be exercised at any
time. In the event the position of a Representative becomes vacant (including
as a result of an increase in the number of Representatives) a replacement shall
be nominated by agreement of the Advisory Committee and shall be elected by a
majority vote of all the Members voting in accordance with their respective
Common Interests.

6.3 ADVISORY COMMITTEE -- MANNER OF ACTING

(a) Attendance of a Representative at a meeting shall constitute a
waiver of notice of such meeting, except where a Representative attends a
meeting for the express purpose of objecting, at the beginning of such meeting,
to the transaction of any business on the ground that the meeting is not
lawfully called or convened. Minutes of all meetings of the Advisory Committee
shall be kept and retained in the records of the Company.

(b) Any action permitted or required by applicable law or this
Agreement to be taken at a meeting of the Advisory Committee may be taken
without a meeting if a consent in writing, setting forth the action to be taken,
is signed by each of the Representatives. Such consent shall have the same
force and effect as a vote at a meeting and may be stated as such in any
document or instrument filed with the Secretary of State, and the execution of
such consent shall constitute attendance or presence in person at a meeting of
the Advisory Committee. Subject to the requirements of this Agreement for
notices of special meetings, Representatives may participate in and hold a
meeting of the

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Advisory Committee, by means of a conference telephone or similar
communications equipment by means of which all Representatives participating
in the meeting can hear and speak to each other, and participation in such
meeting shall constitute attendance and presence in person at such meeting,
except where a Representative participates in the meeting for the express
purpose of objecting, at the beginning of such meeting, to the transaction of
any business on the ground that the meeting is not lawfully called or
convened.

(c) The Advisory Committee shall be entitled to appoint the Chairman
of the Advisory Committee (the "Chairman"). The first Chairman shall be Walter
Raquet. The Chairman shall preside over all meetings of the Advisory Committee
and shall have such other powers, authority and responsibility as the Advisory
Committee may, from time to time, delegate to such Chairman. The Chairman shall
(subject to the right of the Advisory Committee to designate the Chairman as
provided above) be entitled to hold office until death, resignation or removal.
The person who is serving as Chairman may be removed as Chairman, with or
without cause, only by the Advisory Committee and the right of removal may be
exercised at any time.

6.4 ANNUAL AND REGULAR MEETINGS. The Advisory Committee shall hold an
annual meeting, and may hold regular meetings, at such time and place (which
need not be in the State of Delaware) as such committee determines by resolution
but in any event the Advisory Committee shall, unless the Members otherwise
agree, hold regular meetings at the offices of the Company in Jersey City, New
Jersey at intervals determined by the Advisory Committee, but in any event at
least once each fiscal year.

6.5 SPECIAL MEETINGS. Special meetings of the Advisory Committee may be
called by any Representative or by Members holding at least 50 percent of the
Common Units.

6.6 NOTICE OF MEETINGS; PARTICIPATION. All Representatives shall be
entitled to receive required notices and agendas of upcoming Advisory Committee
meetings, attend all Advisory Committee meetings, participate in all discussions
and receive minutes from previous Advisory Committee meetings. Notice of
regular meetings established by resolution of the Advisory Committee shall not
be required. Special meetings of the Advisory Committee may be called on at
least five Business Days advance notice to each

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other Representative. Such notice shall state the purpose or the business to
be transacted at such meeting. Any notice of a meeting required hereunder may
be waived in writing.

6.7 NATURE OF RELATIONSHIP. No Member shall take, or cause or permit its,
or its Affiliates', officers, employees or agents (including Representatives) to
take, any action that would bind or obligate the Company in any manner not
expressly authorized by this Agreement or by the Advisory Committee. The
Members of the Company recognize and acknowledge that the relationship of trust
between the Members was material to their respective decisions to become
Members, and shall, hereby and agree to, at all times exercise utmost good faith
and fair dealing in all aspects of the transactions relating to the Company.

6.8 COMPENSATION OF MEMBERS. Except to the extent provided for in a
separate employment agreement entered into with the Company, no Representative
or the Chairman shall be entitled to any compensation from the Company solely in
such person's capacity as a Representative or Chairman.

6.9 OFFICERS.

(a) The Company shall have agents, referred to as "Officers" of the
Company. These agents (whose authority is limited pursuant to the following
sentence) shall be appointed in the manner specified below, and shall have the
titles and authority specified in this section 6.9. Each Officer shall have
only the authority specified below and shall not be a general agent of the
Company.

(b) The Officers of the Company shall be the Chairman,
two-Co-Presidents, (who shall also be Co-Chief Executive Officers), the Chief
Financial Officer (who shall also be the Treasurer), any and all Vice
Presidents, the Secretary, the Treasurer, and any and all Assistant
Secretaries and Assistance Treasurers. Any person may hold two or more
offices, except that the offices of Co-President and Secretary may not be
held by the same person.

(c) The Officers shall be elected annually by the Advisory Committee
at the first Advisory Committee meeting each calendar year; provided that
Officers identified in Exhibit 6.9(c) are hereby installed and authorized to act
as the initial officers until their

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successors are duly appointed and qualified. Any Officer may be removed, with
or without cause, only by the Advisory Committee. Vacancies in any office
may be filled only by the Advisory Committee. If the Advisory Committee
fails to elect any Officer or fill any vacancy, the responsibilities of such
Officer shall be carried out by the Advisory Committee or, at the election of
the Advisory Committee, another Officer. Except with the unconditioned
written consent of the applicable securities exchange (or with the written
consent subject to such conditions as are acceptable to a majority of the
Management Investors), no Person which is a member, a member organization, an
allied member, an approved person, a Person "associated with" a member,
member organization, allied member or approved person, or having similar
status, of a securities exchange shall be an Officer.

(d) Subject to the limitations imposed by this Agreement, any
employment agreement, any employee plan or any resolution of the Advisory
Committee, the Co-Presidents shall report to the Chairman and be the Co-Chief
Executive Officers of the Company and, as such, shall be responsible for the
management and direction of the day-to-day business and affairs of the
Company, its Officers, employees and agents, shall supervise generally the
affairs of the Company and shall have full authority to execute all documents
and take all actions that the Company may legally take. The Co-Presidents
shall exercise such other powers and perform such other duties as may be
assigned to them by this Agreement, or the Advisory Committee, including the
duties and any powers stated in any employment agreement. Notwithstanding
anything to the contrary, without specific written authorization by the
Advisory Committee, the Co-Presidents (and each of the other Officers) shall
have no power or authority to take or cause the Company to take any action,
or engage or cause the Company to engage in any activity, which is outside
the ordinary course of business of the Company or is otherwise subject to
Article VI.

(e) In the absence of both of the Co-Presidents, the Chief Financial
Officer and the Vice Presidents designated by the Advisory Committee shall,
except as hereinafter provided, have all of the powers and duties conferred upon
the Co-Presidents. Each such designated officer shall have the same power as
the Co-Presidents, to sign certificates and Contracts of the Company. Any such
designated Officer shall perform such other duties and may exercise such other
powers as may from time to time be assigned to him by this Agreement, the
Advisory Committee or the Co-Presidents.

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(f) The Secretary shall record or cause to be recorded in books
provided for that purpose the minutes of the meetings or actions of the members
and the meetings or actions of the Advisory Committee or any other
subcommittees, shall see that all notices are duly given in accordance with the
provisions of this Agreement and as required by law, shall be custodian of all
records (other than financial), shall see that the books, reports, statements,
certificates and all other documents and records required by law are properly
kept and filed, and, in general, shall perform all duties incident to the office
of the Secretary and such other duties as may, from time to time, be assigned to
him by this Agreement, the Advisory Committee or the Co-Presidents. The
assistant Secretaries shall exercise the powers of the Secretary during that
Officer's absence or inability or refusal to act. Each of the Assistant
Secretaries shall possess the same power as the Secretary to sign certificates
and Contracts of the Company.

(g) The Chief Financial Officer shall keep or cause to be kept the
books of account of the Company and shall render statements of the financial
affairs of the Company in such form and as often as required by this Agreement,
the Advisory Committee or the Co-Presidents. The Chief Financial Officer,
subject to the order of the Advisory Committee, shall have the custody of all
funds and securities of the Company. The Chief Financial Officer shall perform
all other duties commonly incident to his office and shall perform such other
duties and have such other powers as this Agreement, the Advisory Committee or
the Co-Presidents shall designate from time to time. The Assistant Treasurers
shall exercise the power of the Chief Financial Officer during that Officer's
absence or inability or refusal to act. Each of the Assistant Treasurers shall
possess the same power as the Chief Financial Officer to sign all certificates,
contracts, obligations and other instruments of the Company.

(h) Officers shall conduct the affairs of the Company in the best
interests of the Company and the mutual best interests of the Members,
including, the safekeeping and use of all Company funds and assets and the use
thereof for the benefit of the Company.

(i) At the election of the Advisory Committee, the responsibilities
of the Officers may be reduced or eliminated and, upon the exercise of such
election, the responsibilities that were formerly the responsibility of any
Officer shall become the responsibility of the Advisory Committee. At the
election of the Advisory Committee,

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any one or more of the responsibilities of the Advisory Committee may be
delegated, from time to time, to one or more of the Officers.

6.10 INDEMNIFICATION.

(a) To the fullest extent permitted by law, each Member shall
indemnify the Company and the other Members and hold them harmless from and
against any and all losses, costs, liabilities, damages and expenses (including,
costs of suit and reasonable attorney's fees) they may incur on account of any
breach of any provision of this agreement by such Member.

(b) To the fullest extent permitted by law, the Company shall
indemnify and hold harmless any Person from and against any and all losses,
costs, liabilities, damages and expenses (including, costs of suit and
reasonable attorney's fees) they may incur by reason of the fact that such
Person is or was a Member, Representative, Officer or employee of the Company.

ARTICLE VII
INFORMATION

7.1 ACCESS. In addition to the other right specifically set forth in this
Agreement, each Member shall have access to all information to which a Member is
entitled to have access pursuant to the Act and all such other information
regarding the Company, as it may reasonably request from time to time.

7.2 REPORTS AND INFORMATION. The Co-Presidents or other appropriate
Officer shall mail to each Member (a) monthly as promptly as practicable after
the end of each month, an unaudited balance sheet and statement of income, cash
flow and Members' Capital Accounts for the Company, covering the month then
ended, prepared in accordance with GAAP, the provisions of this Agreement and
(to the extent applicable) past practices of the Company; (b) within 120 days
after the end of the fiscal year, Financial Statements of the same type as in
(a) above, covering the fiscal year then ended, audited by a "big six"
accounting firm selected by the Advisory Committee; (c) annually, but not later
than March 1 of each year, sufficient financial information concerning the
results of the

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Company's operations as is necessary for each Member to file its own federal
and state income tax return for the preceding year (including Internal
Revenue Service Form 1065, Schedule K-1); and (d) from time to time as
requested by one or more Members, financial information sufficient to permit
any tax determination or election that a Member may be required or permitted
to make under applicable law (including such information as may be necessary
to enable any Member to make required quarterly estimated tax payments) and
such information regarding the source and/or character of income earned by
the Company, as is reasonably available. All financial reports shall be
prepared by or under the direction of the Chief Financial Officer and the
staff of the Company. The Company's federal income tax return may, at the
direction of the Co-Presidents of the Company, be prepared by the staff of
the Company or other persons retained for such purposes by the Company,
provided, however, that if such return is not prepared by a "big six"
accounting firm, such return shall, prior to filing, be reviewed by a "big
six" accounting firm (which may be the Company's independent auditor).

7.3 REGULATORY REQUIREMENTS. Each Member and their respective Affiliates
shall provide to the Company, Knight Securities or Trimark, as the case may be,
such information as the Company, Knight Securities or Trimark determines is
necessary or desirable to permit the Company, Knight Securities or Trimark to
comply with or respond to any rule, regulation requirement, request, inquiry,
investigation, proceeding or the like, by the SEC, any state securities
regulator or any self-regulatory organization of which Knight Securities or
Trimark is a member.

7.4 CONFIDENTIALITY. Each Member and their respective Affiliates shall
hold in strict confidence any information and data it receives regarding the
Company and its business, whether such information is received from the Company,
any other Member or its Affiliates, a Representative or another Person;
provided, however, that such restrictions shall not apply to: (a) information
that is or becomes available to the public generally without breach of this
Section 7.4; (b) disclosures required to be made by applicable laws and
regulations; (c) disclosures required to be made pursuant to an order, subpoena
or legal process; (d) disclosures to (i) investors in or bona fide potential
investors in or lenders to the Company, or its Affiliates or Members, and such
investors' and lenders' officers, directors or Affiliates, (ii) officers,
directors or Affiliates of such Member (and the officers and directors of such
Affiliates) and (iii) auditors, counsel and other professional advisors to such
Persons or the Company (provided, however, that such

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Persons have been informed of the confidential nature of the information and,
in any event, the Member disclosing such information shall be liable for any
failure by such Person to abide by the provisions of this Section 7.4); (e)
disclosures to the employees of the Members and their Affiliates on a need to
know basis (provided, however, that such Persons have been informed of the
confidential nature of the information, and, in any event, the Member
disclosing such information shall be liable for any failure by such Persons
to abide by the provisions of this Section 7.4), or (f) disclosures in
connection with any litigation or dispute between or with the Members, the
Representatives or the Company. Each Member shall notify the Company
immediately upon becoming aware of any order, subpoena or other legal process
providing for the disclosure or production of information subject to the
provisions of the immediately preceding sentence and, to the extent not
prohibited by applicable law, immediately shall supply the Company with a
copy of any such order, subpoena or other legal process. In addition, each
Member shall notify the Company prior to disclosing or producing any
information subject to the provisions of the immediately preceding sentence
and, to the extent not prohibited by applicable law, shall permit the Company
to seek a protection order protecting the confidentiality of such
information. The obligations of a Member pursuant to this Section 7.4 shall
continue for three years following the time such Person ceases to be a
Member, but thereafter such Person shall not have the right to enforce the
provisions hereof. Each Member acknowledges that disclosure of information
in violation of the provisions of this Section 7.4 may cause irreparable
injury to the Company and the Members for which monetary damages are
inadequate, difficult to compute or both. Accordingly, each Member agrees
that its obligations under this Section 7.4 may be enforced by specific
performance and that breaches or prospective breaches of this Section 7.4 may
be enjoined.

ARTICLE VIII
TAXES

8.1 "TAX MATTERS MEMBER"; TAX RETURNS. Walter Raquet shall, as long as he
is a Member, be the "tax matters partner" of the Company pursuant to section
6231(a)(7) of the Code. Subject to the provisions of this Section 8.1, the tax
matters partner shall be entitled to take any action or decline to take any
action, all as required by applicable law. The "tax matters partner" shall take
such action as may be necessary to cause the other

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Members to become "notice partners" within the meaning of section 6231(a)(8)
of the Code. The "tax matters partner" shall promptly inform the other
Members of all significant matters that may come to his attention in his
capacity as "tax matters partner" and shall forward to the other Members
copies of all significant written communications he may receive or submit in
such capacity, including, without limitation, any written adjustment by any
taxing authority which would affect any Member's liability for taxes. The
"tax matters partner" shall cause to be prepared and filed all necessary
federal, state and local income tax returns for the Company, including making
the elections described in section 8.2. Each other Member shall furnish to
the "tax matters partner" all pertinent information in its possession
relating to Company operations that is necessary to enable the Company's
income tax returns to be prepared and filed. To the extent permitted by
applicable law, the "tax matters partner" shall determine, in his sole
discretion, whether or not to permit the other Members to participate in the
defense of all pending tax proceedings involving the Company, including,
without limitation, participation in any meeting with the Internal Revenue
Service or other taxing authority. The Company shall reimburse the "tax
matters partner" for any costs and expenses incurred in connection with such
Person serving as the "tax matters partner," including costs and expenses
incurred in the preparation or filing of any such income tax returns and the
defense of any such tax proceedings. The "tax matters partner" shall not
file any tax return (whether federal or state) with respect to the Company
without the approval of the Advisory Committee, which approval shall not be
unreasonably withheld. If the "tax matters partner" proposes that any
adjustment to any tax return be approved, the "tax matters partner" shall not
concede such adjustments without the Advisory Committee's prior written
approval, which will not be unreasonably withheld.

8.2 TAX ELECTIONS. The Company shall make the following elections on the
appropriate tax returns:

(a) To adopt the fiscal year required by Section 706 of the Code;

(b) to adopt the accrual method of accounting and to keep the
Company's books and records on the accrual method;

(c) If a distribution of Company property as described in section 734
of the Code occurs or if a transfer of a Membership Interest as described in
section 743 of the

<PAGE>
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Code occurs, upon written request of any Member, to elect, pursuant to
section 754 of the Code, to adjust the basis of Company properties; and

(d) to elect to amortize the organizational expenses of the Company
under Section 709(b) of the Code and the startup expenditures of the Company
under section 195 of the Code, in each case ratably over the shortest period
permitted by applicable law.

It is the intent of the Members that the Company be treated as a partnership for
federal income tax purposes and, to the extent permitted by applicable law, for
state, local and foreign franchise and income tax purposes. Neither the Company
nor any Member may make an election for the Company to be excluded from the
application of the provisions of subchapter K of Chapter 1 of Subtitle A of the
Code or any similar provisions of applicable state or local law, and no
provision of this Agreement shall be construed to sanction or approve such an
election.

ARTICLE IX
BOOKS, RECORDS AND BANK ACCOUNTS

9.1 MAINTENANCE OF BOOKS. The books of account for the Company shall be
maintained on an accrual basis in accordance with the terms of this Agreement.
The fiscal year shall be the accounting year of the Company.

9.2 ACCOUNTING PRINCIPLES. All accounting of the Company (and all other
accounting done pursuant to this Agreement) shall be done in accordance with
GAAP, to the extent applicable, except where GAAP is inconsistent with the
requirements of this Agreement or with regulatory requirements to which the
Company (or any of its subsidiaries) is bound; provided, however, Capital
Accounts shall be maintained in accordance with Section 4.3.

9.3 BANK ACCOUNTS. The Advisory Committee shall cause the Company to
establish, maintain and designate signatories on one or more separate bank and
investment accounts for Company funds in the Company name with such financial
institutions and firms as the Advisory Committee may select and designate
signatories thereon. The Company's funds shall not be commingled with the funds
of any other Person.

<PAGE>
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ARTICLE X
RESIGNING MEMBER AND BUY OUT EVENT

10.1 RESIGNING MEMBER. At any time prior to the occurrence of any event
specified in Section 12.1, (i) any Member may, by written notice to the Company
(a "Member Notice"), resign as a Member of the Company, effective as of the date
of the notice (the "Resignation Date") or (ii) the Company (with the consent of
Members holding at least three-fourths of the Common Units then outstanding)
may, by written notice to any Member (a "Company Notice"), require such Member
to resign as a Member of the Company, effective as of the date of the Notice
(the "Buy Out Date"); PROVIDED, HOWEVER, a Preferred B Holder shall not be
permitted to resign pursuant to clause (i) of this Section 10.1 until such time
as there are no Preferred A Units outstanding. As of the Resignation Date or
the Buy Out Date, as applicable, except for the rights set forth in Section 10.2
or expressly set forth in any other agreement (including an employment
agreement) the Member designated in the applicable notice (the "Resigning
Member") (and all Persons claiming by, through or under such Member) shall have
no further rights or interests in and in respect of the Company, including any
Membership Interest, any rights in specific Company property or any rights
against the Company or any Member.

10.2 PURCHASE PRICE.

(a) In consideration of the resignation of the Resigning Member, the
Company shall pay to the Resigning Member a purchase price (the "Purchase
Price") equal to the sum of (i) the product obtained by multiplying $10 times
the number of Preferred A Units and/or Preferred B Units then held by the
resigning Member, plus (ii) the product obtained by multiplying the Company's
Members' equity attributable to Common Units shown on the Company's most recent
financial statement (which may not be as of a date more than 30 days prior to
the Buy Out Date) by the Resigning Member's Common Interest.

(b) The payment of the Purchase Price as a result of the resignation
of a Member pursuant to Section 10.1(i) may be paid, at the Company's sole
discretion, by delivery to the Resigning Member of the Company's subordinated
promissory note, in substantially the form of Exhibit 10.2(b) hereto, paying
interest at the Broker Call Rate

<PAGE>
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and maturing no later than two years after the Resignation Date or Buy-Out
Date, as applicable. Notwithstanding anything to the contrary contained
herein, no payment shall be made pursuant to this Article X (whether or not
upon the maturation of the Company's subordinated note) except at such time
as such payment is permitted by regulatory requirements (including Net
Capital Requirements) to which the Company or any of its subsidiaries are
subject ("Regulatory Requirements"). If the payment of the Purchase Price as
a result of the resignation of a Member pursuant to Section 10.1(ii) is
restricted by Regulatory Requirements, the Company shall pay such Purchase
Price by delivery to the Resigning Member of the Company's subordinated
promissory note, in substantially the form of Exhibit 10.2(b) hereto, paying
interest at the Broker Call Rate and maturing no later than the date 15 days
after the payment thereon is no longer restricted by Regulatory Requirements,
but subject to the ordering of payments set forth in the next sentence. If
payments with respect to any subordinated notes issued by the Company
pursuant to this Section 10.2(b) are restricted by regulatory requirements,
such payments shall be made when permitted with respect to such notes in
order of their respective issuance dates; PROVIDED, that all notes issued
pursuant to the immediately preceding sentence shall be paid in full before
any payments are made with respect to any notes issued pursuant to the first
sentence of this Section 10.2(b).

10.3 OTHER RESIGNATIONS. No Member shall have any right to, or shall,
resign from the Company as a Member prior to the dissolution and winding up of
the Company, except in accordance with the provisions of this Article X.

ARTICLE XI
CONVERSIONS

11.1 CONVERSION OF PREFERRED A UNITS. On and after the fifth anniversary
of the Effective Date, at the option of any Preferred A Holder, such Member may
elect (by providing written notice thereof to the Company) to convert any
Preferred A Units not previously redeemed pursuant to Section 5.3(a)(iv) and
then held by such Member, into Common Units at the rate of one Common Unit for
each Preferred A Unit converted.

11.2 EFFECTIVE DATE. Any election made pursuant to Section 11.1 shall be
effective as of the close of business on the day the notice of such election is
received by the

<PAGE>
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Company. Following a conversion by a Preferred A Holder, such converting
Member shall no longer be treated as a Preferred A Holder for any purpose,
including the right to receive distributions pursuant to Sections 5.3(a)(i)
and (iv) or 12.2(b)(iv).

ARTICLE XII
DISSOLUTION, LIQUIDATION AND TERMINATION

12.1 DISSOLUTION. The Company shall be dissolved and its affairs shall be
wound up upon the first to occur of any of the following:

(a) The written consent of all the Members;

(b) The entry of a decree of judicial dissolution under Section
18-802 of the Act;

(c) If (i) any Member shall dissolve or become a Resigning Member or
Bankrupt Member, or any other event shall occur that terminates the continued
membership of a Member in the Company under Section 18-801(4) of the Act;
PROVIDED, that the Company shall be continued if there are at least two
remaining Members and such remaining Members owning a majority of the profits
interests and the capital interests in the Company agree to continue the
business of the Company within the meaning of Section 18-801(4) of the Act;

(d) The Disposition of all, or substantially all, the Membership
Interests held by all Members or the Disposition of all, or substantially all,
the assets of the Company; or

(e) the date fixed in the Certificate as the latest date on which the
Company is to dissolve.

12.2 LIQUIDATION AND TERMINATION. On dissolution of the Company, unless it
is reconstituted and continued as provided in Section 12.1(c), the Advisory
Committee shall act as liquidator or may appoint one or more other Persons as
liquidator. The liquidator shall proceed diligently to wind up the affairs of
the Company and make final

<PAGE>
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distributions as provided herein and in the Act by the end of the taxable
year of the company in which its liquidation (as such term is defined in
Treas. Reg. Section 1.704-1(b)(2)(ii)(g)) occurs or, if later, within 90
Business Days of the date of such liquidation. The costs of liquidation
shall be borne as a Company expense. Until final distribution, the
Liquidator shall continue to operate the Company properties with all of the
power and authority of the Members and the Advisory Committee. The steps to
be accomplished by the Liquidator are as follows:

(a) As promptly as possible after dissolution and again after final
liquidation, the Liquidator shall cause a proper accounting to be made by one of
the "big five" nationally recognized firms of certified public accountants of
the Company's assets, liabilities and operations through the last day of the
calendar month in which the dissolution shall occur or the final liquidation
shall be completed, as applicable;

(b) The Liquidator shall have full power and authority to sell,
assign and encumber any or all of the Company's assets and to wind up and
liquidate the affairs of the Company in an orderly and business-like manner.
All proceeds from liquidation shall be distributed in the following order of
priority:

(i) to the payment of the debts and liabilities of the
Company, to persons other than Members (but, in the case of
nonrecourse debts and liabilities, only to the extent required
under the applicable credit and security agreement) and expenses
of liquidation;

(ii) to the setting up of such reserves as the Liquidator
may reasonably deem necessary for any contingent liability of
the Company;

(iii) to the payment of any debts or liabilities of the
Company to Members;

(iv) to each Preferred A Holder in an amount equal to the
sum of (A) the Preferred A Holder's Unrecovered Preferred
Capital Amount (or a proportionate amount thereof) plus (B) the

<PAGE>
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Preferred A Holder's Preference Amount for the taxable period in which
the liquidation occurs;

(v) to each Preferred B Holder in an amount equal to the sum of (A)
the Preferred B Holder's Unrecovered Preferred Capital Amount (or a
proportionate amount thereof) plus (B) the Preferred B Holder's
Preference Amount for the taxable period in which the liquidation
occurs; and

(vi) pro rata to the Members in accordance with the positive
balances in their Capital Accounts (as determined after taking into
account the distributions provided for in Section 12.2(b)(iv) and (v),
and other adjustments required under Treasury Regulation Section
1.704-1(b)(2)(ii)(b)(2)).

(c) Notwithstanding the provisions of this Section 12.2 which require
the liquidation of the assets of the Company, but subject to the order of
priorities set forth above, if prior to or upon dissolution of the Company the
Liquidator determines that an immediate sale of part or all of the Company's
assets would be impractical or would cause undue loss to the Members, the
Liquidator may, in its reasonable discretion, defer for a reasonable time the
liquidation of any assets except those necessary to satisfy liabilities of the
Company (other than those to Members as creditors).

12.3 DISTRIBUTION IN KIND. If the Liquidator shall determine that all or a
portion of the Company's assets should be distributed in kind to the Members,
the Liquidator, on behalf of the Company, shall obtain an independent appraisal
of the fair market value of each such asset as of a date reasonably close to the
date of liquidation. Any unrealized appreciation or depreciation with respect
to such assets shall be allocated among the Members' Capital Accounts (in
accordance with Article V, assuming that the assets of the Company were sold for
such appraised fair market value) and distribution of any such assets in kind to
a Member shall be considered a distribution of an amount equal to the assets'
appraised fair market value for purposes of Section 12.2.

12.4 DEFICIT CAPITAL ACCOUNTS. Notwithstanding any other provision hereof
to the contrary, to the extent that a deficit, if any, exists in the Capital
Account of any Member,

<PAGE>
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such deficit shall not be an asset of the Company and such Member shall not
be obligated to contribute such amount to the Company to bring the balance of
such Member's Capital Account to zero.

12.5 CANCELLATION OF FILINGS. Upon completion of the distribution of
Company assets a provided herein, the Company is terminated, and the Liquidator
shall file a certificate of cancellation with the Secretary of State, cancel any
other filings made pursuant to Section 2.5 and take such other actions as may be
necessary to terminate the Company.

ARTICLE XIII
GENERAL PROVISIONS

13.1 OFFSET. Whenever the Company is to pay any sum to any Member, any
amounts that Member owes the Company may be deducted from that sum before
payment.

13.2 NOTICES. All notices and other communications (collectively,
"notices") provided for or permitted to be given under this Agreement shall be
in writing and shall be given by depositing the notice in the United States
mail, addressed to the Person to be notified, postage paid and registered or
certified with return receipt requested, or by such notice being delivered in
person or by facsimile communication to such party. Unless otherwise expressly
set forth herein, notices given or served pursuant hereto shall be effective
upon receipt by the Person to be notified. All notices to be sent to a Member
shall be sent to or made at, and all payments hereunder shall be made at, the
address set forth on Schedule A hereto or such other address as that Member may
specify by notice to the Company. Any notice to the Company or the Advisory
Committee shall be given to all Representatives. The address of a
Representative shall, unless notice to the contrary is given by a Representative
to the Company and the Members, be the same as the address of the Company.

13.3 ENTIRE AGREEMENT; WAIVERS AND MODIFICATIONS.

(a) This Agreement constitutes the entire agreement of the Members
and their Affiliates relating to the Company and supersedes any and all prior
contracts,

<PAGE>
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understandings, negotiations and agreements with respect to the Company and
the subject matter hereof, whether oral or written.

(b) This Agreement and the Certificate may be amended or modified
from time to time only by a written instrument executed by Members holding at
least two-thirds of the Common Units then outstanding, except, to the extent
permitted by the Act, for ministerial changes and changes necessitated by the
admission of new Members, in each case as approved by the Advisory Committee;
PROVIDED, HOWEVER, that no amendment to this Agreement shall be permitted which
impacts the rights of any Member with respect to voting, capital contributions,
allocations, distributions or this Section 13.3(b) without the express, prior,
written consent of such Member.

(c) Any waiver or consent, express, implied or deemed, to or of any
breach or default by any Person in the performance by that Person of its
obligations with respect to the Company or any action inconsistent with this
Agreement is not a waiver of or consent to any other breach or default in the
performance by that Person of the same or any other obligations of that Person
with respect to the Company or any other such action. Failure on the part of a
Person to complain of any act of any Person or to declare any Person in default
with respect to the Company, irrespective of how long that failure continues,
does not constitute a waiver by that Person of its rights with respect to that
default until the applicable statute-of-limitations period has run. Except with
respect to the matters described in the first sentence of this Section 13.3(c),
all waivers and consents hereunder shall be in writing and shall be delivered to
the other Members in the manner set forth in Section 13.2.

13.4 BINDING EFFECT; NO THIRD-PARTY BENEFICIARIES. Subject to the
restrictions on Dispositions set forth herein, this Agreement is binding on and
inures to the benefit of the Members and their respective heirs, legal
representatives, successors and assigns. Nothing in this Agreement shall
provide any benefit to any third party or entitle any third party to any claim,
cause of action, remedy or right of any kind, it being the intent of the parties
that this Agreement shall not be construed as a third-party beneficiary
contract.

13.5 GOVERNING LAW. This agreement is governed by and shall be construed
in accordance with the law of the state of Delaware, excluding any
conflict-of-laws rule or principle that might refer the governance or
construction of this agreement to the law of

<PAGE>
-54-

another jurisdiction. If any provision of this Agreement or the application
thereof to any Person or circumstance is held invalid or unenforceable to any
extent, the remainder of this Agreement and the application of that provision
shall be enforced to the greatest extent permitted by law.

13.6 FURTHER ASSURANCES. In connection with this Agreement and the
transactions contemplated hereby, each Member shall execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate to effectuate and perform the provisions of this
Agreement and those transactions.

13.7 WAIVER OF CERTAIN RIGHTS. Each Member irrevocably waives any right
(but not any power) it might have to maintain any action for dissolution of the
company or for partition of the property of the Company. If any Member
maintains any action for such dissolution or partition, such Member shall be
liable to the Company and the other Members for all monetary damages suffered by
them as a result thereof (including, indirect, incidental and consequential
damages).

13.8 MULTIPLE COUNTERPARTS. This Agreement may be executed in multiple
counterparts with the same effect as if each of the signing parties had signed
the same document. All counterparts shall be construed together and constitute
the same instrument.

13.9 SUCCESSOR AND ASSIGNS. Subject to the limitations and restrictions
set forth in this Agreement, this Agreement shall be binding on and insure to
the benefit of the successors and assigns of the Membership Interests of the
parties hereto.

<PAGE>
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IN WITNESS WHEREOF, the Members have executed this Agreement as of the date
first set forth above.

__________________________
Name of Entity

By; _______________________
Name:
Title:

Address:

____________________________
____________________________
____________________________

<PAGE>

PURCHASE AGREEMENT

between

TELESCAN, INC.

and

TRANSTERRA COMPANY

June 28, 1995

<PAGE>

TABLE OF CONTENTS

Page
----

Section 1. Authorization and Closings . . . . . . . . . . . . . . . . . . . . 1

1.01 Authorization of the Common Stock. . . . . . . . . . . . . 1
1.02 Purchase and Sale of the Common Stock. . . . . . . . . . . 1
1.03 The Closing. . . . . . . . . . . . . . . . . . . . . . . . 1

Section 2. Conditions of the Purchaser's Obligation
at each Closing . . . . . . . . . . . . . . . . . . . . . . . . 2

2.01 Representations and Warranties; Covenants. . . . . . . . . 2
2.02 Legal Proceedings. . . . . . . . . . . . . . . . . . . . . 2
2.03 Blue Sky Clearance . . . . . . . . . . . . . . . . . . . . 2
2.04 Registration Agreement . . . . . . . . . . . . . . . . . . 2
2.05 Closing Documents. . . . . . . . . . . . . . . . . . . . . 2

Section 3. Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.01 General. . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.02 Notice of Developments . . . . . . . . . . . . . . . . . . 3
3.03 Current Public Information . . . . . . . . . . . . . . . . 3
3.04 Reservation of Common Stock. . . . . . . . . . . . . . . . 4

Section 4. Restricted Securities. . . . . . . . . . . . . . . . . . . . . . . 4

4.01 Transfer of Restricted Securities. . . . . . . . . . . . . 4
4.02 Purchaser's Investment Representations . . . . . . . . . . 4

Section 5. Representations and Warranties of the Company. . . . . . . . . . . 5

5.01 Organization and Corporate Power . . . . . . . . . . . . . 5
5.02 Capital Stock and Related Matters. . . . . . . . . . . . . 5
5.03 Subsidiaries; Investments. . . . . . . . . . . . . . . . . 6
5.04 Authorization; No Breach . . . . . . . . . . . . . . . . . 6
5.05 Reports with the Securities and Exchange Commission. . . . 6
5.06 No Material Adverse Change . . . . . . . . . . . . . . . . 7
5.07 Litigation, etc. . . . . . . . . . . . . . . . . . . . . . 7
5.08 Brokerage. . . . . . . . . . . . . . . . . . . . . . . . . 7
5.09 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . 7

Section 6. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

<PAGE>

Section 7. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . 9

7.01 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.02 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.03 Amendments . . . . . . . . . . . . . . . . . . . . . . . .10
7.04 Survival of Representations and Warranties . . . . . . . .10
7.05 Successors and Assigns . . . . . . . . . . . . . . . . . .10
7.06 Severability . . . . . . . . . . . . . . . . . . . . . . .10
7.07 Counterparts . . . . . . . . . . . . . . . . . . . . . . .10
7.08 Descriptive Headings; Interpretation . . . . . . . . . . .10
7.09 Governing Law. . . . . . . . . . . . . . . . . . . . . . .11
7.10 Notices. . . . . . . . . . . . . . . . . . . . . . . . . .11
7.11 Press Releases . . . . . . . . . . . . . . . . . . . . . .12

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<PAGE>

PURCHASE AGREEMENT

THIS AGREEMENT is made as of June 28, 1995, between Telescan, Inc., a
Delaware corporation (the "Company"), and TransTerra Company, a Nebraska
corporation (the "Purchaser"). Except as otherwise indicated herein,
capitalized terms used herein are defined in Section 6 hereof.

The parties hereto agree as follows:

Section 1. AUTHORIZATION AND CLOSINGS.

1.01 AUTHORIZATION OF THE COMMON STOCK. The Company shall authorize
the issuance and sale to the Purchaser of a number of shares of its Common
Stock, par value $.01 per share (the "Common Stock"), necessary to fulfill its
obligations pursuant to this Agreement.

1.02 PURCHASE AND SALE OF THE COMMON STOCK. At each Closing, the
Company shall sell to the Purchaser and, subject to the terms and conditions set
forth herein, the Purchaser shall purchase from the Company, the number of
shares of Common Stock set forth opposite such Closing under the heading "Number
of Shares" on the "Schedule of Purchases" attached hereto. The sale of Common
Stock to the Purchaser at each Closing shall constitute a separate sale
hereunder.

1.03 THE CLOSINGS. (a) The initial closing of the separate purchases
and sales of the Common Stock (the "Initial Closing") shall take place at the
offices of the Company at 10:00 a.m. on June 28, 1995, or at such other place or
on such other date as may be mutually agreeable to the Company and the
Purchaser.

(b) The next closing of the separate purchases and sales of the
Common Stock (the "Second Closing") shall take place at the offices of the
Company at 10:00 a.m. on September 29, 1995, or at such other place or on such
other date as may be mutually agreeable to the Company and the Purchaser.

(c) The next closing of the separate purchases and sales of the
Common Stock (the "Third Closing") shall take place at the offices of the
Company at 10:00 a.m. on December 29, 1996, or at such other place or on such
other date as may be mutually agreeable to the Company and the Purchaser.

(d) The final closing of the separate purchases and sales of the
Common Stock (the "Final Closing") shall take place at

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<PAGE>

the offices of the Company at 10:00 a.m. on March 29, 1996, or at such other
place and on such other date as may be mutually agreeable to the Company and the
Purchaser.

(e) At each Closing, the Company shall deliver to the Purchaser stock
certificates evidencing the Common Stock to be purchased by the Purchaser at
such Closing, registered in the Purchaser's or its nominee's name, upon payment
of the purchase price thereof by a cashier's or certified check, or by wire
transfer of immediately available funds to an account designated in writing by
the Company, in the amount set forth opposite such Closing under the heading
"Total Purchase Price" on the Schedule of Purchases attached hereto.

Section 2. CONDITIONS OF THE PURCHASER'S OBLIGATION AT EACH CLOSING.
The obligation of the Purchaser to purchase and pay for the Common Stock at each
Closing is subject to the satisfaction as of such Closing of the following
conditions:

2.01 REPRESENTATIONS AND WARRANTIES; COVENANTS. The representations
and warranties contained in Section 5 hereof shall be true and correct in all
material respects at and as of such Closing as though then made, but excluding
any disclosures made by the Company as provided in Section 3.02 hereof, and the
Company shall have performed in all material respects all of the covenants
required to be performed by it hereunder prior to such Closing.

2.02 LEGAL PROCEEDINGS. There shall be no injunction, judgment,
order, decree or ruling in effect preventing the consummation of the
transactions contemplated by this Agreement nor shall there be any pending legal
or administrative proceeding seeking to enjoin or prevent the consummation of
the transactions contemplated by this Agreement.

2.03 BLUE SKY CLEARANCE. The Company shall have made all filings
under applicable state securities laws necessary to consummate the issuance of
the Common Stock pursuant to this Agreement in compliance with such laws.

2.04 REGISTRATION AGREEMENT. The Company and the Purchaser shall have
entered into a registration agreement in form and substance as set forth in
EXHIBIT A attached hereto (the "Registration Agreement"), and the Registration
Agreement shall be in full force and effect as of such Closing.

2.05 CLOSING DOCUMENTS. The Company shall have delivered to the
Purchaser all of the following documents:

(i) an Officer's Certificate, dated the date of such Closing, stating
that the conditions specified in Sections

-2-
<PAGE>

2.01 through 2.03 hereof, inclusive, have been fully satisfied;

(ii) certified copies of (a) the resolutions duly adopted by the
Company's board of directors authorizing the execution, delivery and
performance of this Agreement and the Registration Agreement;

(iii) certified copies of the Certificate of Incorporation and
bylaws of the Company, each as in effect at such Closing;

(iv) copies of all third party and governmental consents, approvals
and filings, if any, required in connection with the consummation of the
transactions hereunder (including, without limitation, all blue sky law
filings and waivers of all preemptive rights and rights of first refusal);
and

(v) such other documents relating to the transactions contemplated by
this Agreement as the Purchaser or its counsel may reasonably request.

Any condition specified in this Section 2 may be waived in writing by the
Purchaser.

Section 3. COVENANTS.

3.01 GENERAL. The Company shall use its good faith reasonable efforts
to cause the conditions set forth in Section 2 hereof to be fulfilled and
satisfied and to consummate the transactions contemplated by this Agreement as
soon as practicable.

3.02 NOTICE OF DEVELOPMENTS. Prior to the Final Closing, the Company
shall give prompt written notice of (a) the occurrence, or failure to occur, of
any event, which failure or occurrence would be likely to cause any
representation or warranty contained in this Agreement to be untrue or
inaccurate in any material respect and (b) any failure of the Company to comply
with or satisfy in any material respect any covenant or agreement to be complied
with or satisfied by it pursuant to this Agreement.

3.03 CURRENT PUBLIC INFORMATION. The Company shall file all reports
required to be filed by it under the Securities Act and the Securities Exchange
Act and the rules and regulations adopted by the Securities and Exchange
Commission thereunder and shall take such further action as the Purchaser may
reasonably request to the extent required to enable the Purchaser to sell Common
Stock pursuant to Rule 144 adopted by the Securities and Exchange Commission
under the Securities Act (as such rule may be amended from time to time) or any
similar rule or regulation hereafter

-3-
<PAGE>

adopted by the Securities and Exchange Commission. Upon request, the Company
shall deliver to the Purchaser a written statement as to whether it has complied
with such requirements.

3.04 RESERVATION OF COMMON STOCK. The Company shall at all times keep
available out of its authorized but unissued shares of Common Stock solely for
the purpose of issuance to the Purchaser pursuant to this Agreement such number
of shares of Common Stock reasonably anticipated by the Company to be required
to be issued pursuant to the terms of this Agreement. All shares of Common
Stock which are so issuable shall, when issued, be duly and validly issued,
fully paid and nonassessable and free from all taxes, liens and charges. The
Company shall take all such actions as may be necessary to assure that all such
shares of Common Stock may be so issued without violation of any applicable law
or governmental regulation or any requirements of any domestic securities
exchange upon which shares of Common Stock may be listed (except for official
notice of issuance which shall be immediately transmitted by the Company upon
issuance).

Section 4. RESTRICTED SECURITIES.

4.01 TRANSFER OF RESTRICTED SECURITIES.

(a) Restricted Securities are transferable only pursuant to (i)
public offerings registered under the Securities Act, (ii) Rule 144 of the
Securities and Exchange Commission (or any similar rule or rules then in
force) if such rule is available and (iii) subject to the conditions
specified in Section 4.02 below, any other legally available exemption from
the registration requirements of the Securities Act.

(b) Upon the request of any holder of Restricted Securities, the
Company shall remove the legend set forth in Section 4.02 hereof from the
certificates for such holder's Restricted Securities; PROVIDED, that such
Restricted Securities are eligible for sale pursuant to Rule 144(k).

4.02 PURCHASER'S INVESTMENT REPRESENTATIONS. The Purchaser hereby
represents that it is acquiring the Restricted Securities purchased hereunder or
acquired pursuant hereto for its own account with the present intention of
holding such securities for purposes of investment, and that it has no intention
of selling such securities in a public distribution in violation of the federal
securities laws or any applicable state securities laws; PROVIDED, that nothing
contained herein shall prevent the Purchaser and subsequent holders of
Restricted Securities from transferring such securities in compliance with the
provisions of Section 4.01 hereof. Each certificate for Restricted Securities
shall be imprinted with a legend in substantially the following form:

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<PAGE>

The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"). The holder
represents that he has acquired these shares for investment and not
with a view to resale or distribution thereof within the meaning of
the Act. These shares may be transferred only under an effective
registration statement, or pursuant to an exemption from registration
under the general rules and regulations under the Act.

Section 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. As a
material inducement to the Purchaser to enter into this Agreement and purchase
the Common Stock, the Company hereby represents and warrants that:

5.01 ORGANIZATION AND CORPORATE POWER. The Company is a corporation
duly organized, validly existing and in good standing under the laws of Delaware
and is qualified to do business in every jurisdiction in which the failure to so
qualify would reasonably be expected to have a material adverse effect on the
financial condition, operating results, assets, operations or business of the
Company and its Subsidiaries taken as a whole (a "Material Adverse Effect").
The Company has all requisite corporate power and authority and all material
licenses, permits and authorizations necessary to own and operate its
properties, to carry on its businesses and to carry out the transactions
contemplated by this Agreement. The copies of the Company's and each
Subsidiary's charter documents and bylaws which have been furnished to the
Purchaser's counsel reflect all amendments made thereto at any time prior to the
date of this Agreement and are correct and complete.

5.02 CAPITAL STOCK AND RELATED MATTERS.

(i) As of the Initial Closing, the authorized capital stock of the Company
shall consist of 15,000,000 shares of Common Stock, of which 9,587,121 shares
shall be issued and outstanding, and 10,000,000 shares of Preferred Stock, par
value $.01 per share, of which no shares shall be issued and outstanding. As of
each Closing, all of the outstanding shares of the Company's capital stock shall
be validly issued, fully paid and nonassessable.

(ii) There are no statutory or, to the best of the Company's knowledge,
contractual stockholders preemptive rights or rights of refusal with respect to
the issuance of the Common Stock hereunder. The Company has not violated any
applicable federal or state securities laws in connection with the offer, sale
or issuance of any of its capital stock, and the offer, sale and issuance of the
Common Stock hereunder do not require registration under the Securities Act or
any applicable state securities laws. To the best of the Company's knowledge,
there are no agreements between

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<PAGE>

the Company's stockholders with respect to the voting or transfer of the
Company's capital stock.

5.03 SUBSIDIARIES; INVESTMENTS. The Disclosure Schedule attached
hereto correctly sets forth the name of each Subsidiary, the jurisdiction of its
incorporation and the Persons owning the outstanding capital stock of such
Subsidiary. Each Subsidiary is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, has all
requisite corporate power and authority and all material licenses, permits and
authorizations necessary to own its properties and to carry on its business and
is qualified to do business in every jurisdiction in which the failure to so
qualify would reasonably be expected to have a Material Adverse Effect. All of
the outstanding shares of capital stock of each Subsidiary are validly issued,
full paid and nonassessable.

5.04 AUTHORIZATION; NO BREACH. The execution, delivery and
performance of this Agreement and the Registration Agreement have been duly
authorized by the Company. This Agreement and the Registration Agreement each
constitute a valid and binding obligation of the Company, enforceable in
accordance with its terms. The execution and delivery by the Company of this
Agreement and the Registration Agreement do not and shall not (i) conflict with
or result in a breach of the terms, conditions or provisions of, (ii) constitute
a default under, (iii) result in the creation of any lien, security interest,
charge or encumbrance upon the Company's or any Subsidiary's capital stock or
assets pursuant to, (iv) give any third party the right to modify, terminate or
accelerate any obligation under, (v) result in a violation of or (vi) require
any authorization, consent, approval, exemption or other action by or notice to
any court or administrative or governmental body pursuant to, the charter or
bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation
to which the Company or any Subsidiary is subject, or any agreement, instrument,
order, judgment or decree to which the Company or any Subsidiary is subject,
except where any such occurrence described in clauses (i) through (v) above
would not have a Material Adverse Effect.

5.05 REPORTS WITH THE SECURITIES AND EXCHANGE COMMISSION. The Company
has furnished the Purchaser with complete and accurate copies of its annual
report on Form 10-K for its most recent fiscal year, all other reports or
documents required to be filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act since the filing of the most recent annual report
on Form 10-K and its most recent annual report to its stockholders (the "SEC
Filings"). The SEC Filings do not contain any material false statements or any
misstatement of any material fact and do not omit to state any fact necessary to
make the statements set forth therein not misleading. Since January 1,

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<PAGE>

1994, the Company has made all filings under the Securities Exchange Act which
it was required to make, and the Company has not received any request from the
Securities and Exchange Commission to file any amendment or supplement to any of
the SEC Filings.

5.06 NO MATERIAL ADVERSE CHANGE. Except as disclosed in the SEC
Filings, since March 31, 1995, there has been no material adverse change in the
financial condition, operating results, assets, operations or business of the
Company and its Subsidiaries taken as a whole.

5.07 LITIGATION, ETC. Except as set forth on the Disclosure Schedule
attached hereto or as disclosed in the SEC Filings, there are no actions, suits,
proceedings, orders, investigations or claims (collectively, "Proceedings")
pending or, to the best of the Company's knowledge, threatened against or
affecting the Company or any Subsidiary (or to the best of the Company's
knowledge, pending or threatened against or affecting any of the officers,
directors or employees of the Company and its Subsidiaries with respect to the
business of the Company) at law or in equity, or before or by any governmental
department, commission, board, bureau, agency or instrumentality, except for
Proceedings in which an adverse determination would not have a Material Adverse
Effect. Neither the Company nor any Subsidiary is subject to any judgment,
order or decree of any court or other governmental agency that would have a
Material Adverse Effect.

5.08 BROKERAGE. There are no claims for brokerage commissions,
finders' fees or similar compensation in connection with the transactions
contemplated by this Agreement based on any arrangement or agreement binding
upon the Company or any Subsidiary. The Company shall pay, and hold the
Purchaser harmless against, any liability, loss or expense (including, without
limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in
connection with any such claim.

5.09 DISCLOSURE. Neither this Agreement nor any of the schedules,
attachments, written statements, documents, certificates or other items supplied
to the Purchaser by or on behalf of the Company with respect to the transactions
contemplated hereby, taken as a whole, contain any untrue statement of a
material fact or omit a material fact necessary to make each statement contained
herein or therein not misleading. There is no fact which the Company has not
disclosed to the Purchaser in writing and of which any of its officers,
directors or executive employees is aware and which has had or would reasonably
be anticipated to have a Material Adverse Effect.

Section 6. DEFINITIONS. For the purposes of this Agreement, the
following terms have the meanings set forth below:

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<PAGE>

"AFFILIATE" of any particular person or entity means any other person
or entity controlling, controlled by or under common control with such
particular person or entity.

"CLOSING" means any of the Initial Closing, the Second Closing, the
Third Closing or the Final Closing.

"MARKET VALUE" of each share of Common Stock means the average of the
closing sales prices on all securities exchanges on which the Common Stock may
at the time be listed or, if there have been no sales on any such exchange on
any day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day the Common Stock is not so
listed, the closing sales price quoted on the Nasdaq National Market, or if on
any day the Common Stock is not quoted on the Nasdaq National Market, the last
reported sale price quoted on the NASDAQ Small Cap Market or, if on any day the
Common Stock is not quoted in the NASDAQ Small Cap Market, the average of the
highest bid and lowest asked prices on such day in the domestic over-the-counter
market as reported by such National Quotation Bureau Incorporated, or any
similar successor organization, in the case of the Second Closing averaged from
June 27, 1995 through September 27, 1995, in the case of the Third Closing
averaged from September 28, 1995 through December 27, 1995, and in the case of
the Final Closing averaged from December 28, 1995 through March 27, 1996.

"OFFICER'S CERTIFICATE" means a certificate signed by the Company's
president or its chief financial officer, stating that (i) the officer signing
such certificate has made or has caused to be made such investigations as are
necessary in order to permit him or her to verify the accuracy of the
information set forth in such certificate and (ii) to the best of such officer's
knowledge, such certificate does not misstate any material fact and does not
omit to state any fact necessary to make the certificate not misleading.

"PERSON" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

"PURCHASED SHARES" means with respect to the Second Closing, the Third
Closing and the Final Closing (i) the amount set forth opposite such Closing
under the heading "Total Purchase Price" on the Schedule of Purchases attached
hereto divided by (ii) the Market Value determined as of the date of such
Closing.

"RESTRICTED SECURITIES" means (i) the Common Stock issued hereunder
and (ii) any securities issued with respect to the securities referred to in
clause (i) above by way of a stock dividend or stock split or in connection with
a combination of

-8-
<PAGE>

shares, recapitalization, merger, consolidation or other reorganization. As to
any particular Restricted Securities, such securities shall cease to be
Restricted Securities when they have (a) been effectively registered under the
Securities Act and disposed of in accordance with the registration statement
covering them, (b) become eligible for sale pursuant to Rule 144(k) (or any
similar provision then in force) under the Securities Act or (c) been otherwise
transferred and new certificates for them not bearing the Securities Act legend
set forth in Section 4.02 hereof have been delivered by the Company in
accordance with Section 4.01(b) hereof.

"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar federal law then in force.

"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended, or any similar federal law then in force.

"SECURITIES AND EXCHANGE COMMISSION" includes any governmental body or
agency succeeding to the functions thereof.

"SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, limited liability company, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock then entitled to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof, or (ii) if a partnership, limited liability company, association or
other business entity, a majority of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination thereof.
For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a partnership, limited liability company, association or
other business entity if such Person or Persons shall be allocated a majority of
partnership, limited liability company, association or other business entity
gains or losses or shall be or control the managing director or general partner
or manager of such partnership, limited liability, company, association or other
business entity.

Section 7. MISCELLANEOUS.

7.01 EXPENSES. Each of the Company and the Purchaser shall pay its
own fees and expenses in connection with this Agreement and the consummation of
the transactions contemplated hereby.

7.02 REMEDIES. Any Person having any rights under any provision of
this Agreement shall be entitled to enforce such

-9-
<PAGE>

rights specifically, to recover damages by reason of any breach of any provision
of this Agreement and to exercise all other rights granted by law. The parties
hereto agree and acknowledge that money damages may not be an adequate remedy
for any breach of the provisions of this Agreement and that any party may in its
sole discretion apply to any court of law or equity of competent jurisdiction
for specific performance and for other injunctive relief in order to enforce or
prevent violation of the provisions of this Agreement.

7.03 AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
provisions of this Agreement may be amended or waived only by a written
agreement signed by the Company and the Purchaser.

7.04 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, regardless of any
investigation made by the Purchaser or on its behalf, until March 31, 1997, at
which time all such representations and warranties shall expire and cease to be
of any force or effect.

7.05 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not. In addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for the Purchaser's benefit as a
purchaser or holder of Common Stock are also for the benefit of, and enforceable
by, any subsequent holder of such Common Stock that is an Affiliate of the
Purchaser.

7.06 SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.

7.07 COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together shall constitute
one and the same Agreement.

7.08 DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive headings
of this Agreement are inserted for convenience

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<PAGE>

only and do not constitute a part of this Agreement. The use of the word
"including" in this Agreement shall be by way of example rather than by
limitation.

7.09 GOVERNING LAW. This Agreement shall be governed by the internal
law, and not the law of conflicts, of the State of Delaware.

7.10 NOTICES. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when delivered personally
to the recipient, one day after being sent to the recipient by reputable
overnight courier service (charges prepaid), when sent by facsimile (receipt
confirmed) or five business days after being mailed to the recipient by
certified or registered mail (return receipt requested and postage prepaid) at
the address indicated below:

If to the Company:

TELESCAN, INC.
10550 Richmond Avenue
Suite 250
Houston, Texas 77042
Attention: Roger C. Wadsworth
Fax: 713-952-7138

with a copy to:

Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
3400 Texas Commerce Tower
600 Travis
Houston, Texas 77002-3095
Attention: Gene G. Lewis, Esq.
Fax: 713-223-3717

If to the Purchaser:

TRANSTERRA COMPANY
4211 S. 102 Street
Omaha, Nebraska 68127
Attention: J. Joe Ricketts
Fax: 402-597-7789

with a copy to:

MAYER, BROWN & PLATT
190 South LaSalle Street
Chicago, Illinois 60603
Attention: Joseph P. Collins
Fax: 312-701-7711

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<PAGE>

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

7.11 PRESS RELEASES. Neither party shall issue any press release or
make any other public announcement regarding the transactions contemplated
hereby without the prior written consent of the other party, except as may be
required by law.

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<PAGE>

* * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.

TELESCAN, INC.

By /s/ Roger L. Wadsworth
--------------------------------

Its Senior Vice President
-------------------------------

TRANSTERRA COMPANY

By /s/ Thomas J. Pleiss
--------------------------------
Thomas J. Pleiss, Vice President

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<PAGE>

SCHEDULE OF PURCHASES

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Closing Number Price Per Share Total Purchase
of Shares Price
- -------------------------------------------------------------------------------
Initial Closing 243,561 N/A $1,250,000
- -------------------------------------------------------------------------------
Second Closing Purchased Shares Market Value $1,250,000
- -------------------------------------------------------------------------------
Third Closing Purchased Shares Market Value $1,250,000
- -------------------------------------------------------------------------------
Final Closing Purchased Shares Market Value $1,250,000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

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<PAGE>

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into
as of the 10th day of June, 1995, between TransTerra Co., a Nebraska corporation
("Buyer"), and Keith Aufhauser (the "Seller").

WHEREAS, the parties hereto desire that Buyer purchase all of the
outstanding capital stock and other securities of K. Aufhauser & Company Inc., a
New York corporation (the "Company"), from Seller.

NOW, THEREFORE, in consideration of the payment of $1.00 and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby covenant and agree as follows:

SECTION 1. PURCHASE AND SALE OF THE STOCK.

1.1 SECURITIES. At the Closing (as defined in Section 1.5 hereof),
Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer
shall purchase and receive from Seller, for the consideration hereinafter
specified, 25 shares of the capital stock of the Company (the "Stock"),
which shall constitute all of the outstanding shares of the capital stock of the
Company.

1.2 PURCHASE PRICE. The purchase price for the Stock (the "Purchase
Price") shall be an amount equal to $7,300,000. The Purchase Price shall be
paid by wire transfer at the Closing in immediately available funds to an
account designated by Seller ("Seller's Account").

1.3 EXISTING LIABILITIES. It is the parties' intent that the Seller
pay all liabilities of the Company existing as of the Closing or arising
thereafter and relating to the operation of the Company prior to the Closing,
including without limitation liabilities for taxes (and tax returns) through
the Closing and the items listed on the SCHEDULE OF CLAIMS AND LITIGATIONS
(the "Existing Liabilities"). As a result, immediately prior to the Closing
the Company, acting on behalf of the Seller, and the Buyer shall use all
reasonable efforts to estimate the Existing Liabilities and the amount of
that estimate shall be withheld

<PAGE>

from the cash payment described in SECTION 1.2(a) above. The amount of any
other Existing Liabilities shall be promptly reimbursed to Buyer by Seller.

1.4 NO OTHER OBLIGATIONS. Buyer shall have no responsibility for any
liabilities or obligations of Seller of any nature whatsoever, whether now
existing or hereafter arising, attributable to any period prior to the Closing,
and whether known or unknown to Buyer.

1.5 CLOSING. The consummation of the purchase and sale herein
contemplated (the "Closing") shall take place at 10:15 o'clock a.m., local time,
at the offices of Schiff Hardin & Waite, 150 East 52nd Street, New York, New
York 10022, July 10, 1995 or as soon thereafter as all of the conditions to the
Closing specified in this Agreement shall have been fulfilled or waived by the
party or parties entitled to such fulfillment or such other date as the parties
may mutually agree (the "Closing Date").

1.6 PAYMENT FOLLOWING CLOSING. Following the Closing, Seller
promptly shall reimburse the Company for all existing liabilities for which
funds were not withheld pursuant to SECTION 1.3 above. Following the Closing,
Buyer promptly shall pay Seller all tangible assets in excess of $300,000 that
existed as of the closing as such assets are received.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby
represents and warrants to Buyer as follows:

2.1 CORPORATE EXISTENCE; CAPITAL STOCK. The Company is a corporation
duly organized, validly existing and in good standing under the laws of New
York, has corporate power to own its properties and to carry on its business as
now being conducted, and is duly qualified and in good standing as a foreign
corporation in every jurisdiction where the failure to be qualified would
adversely affect its ownership of its properties or the conduct of its business
in any material respect. The Company has no subsidiaries. The authorized
capital stock of the Company consists of 200 shares, of which 25 are issued and
outstanding (those being the shares which comprise the Stock). Except for this
Agreement

2
<PAGE>

and an option dated January 2, 1994, in favor of Lucky Coin (which option shall
be canceled upon the payment described in SECTION 1.2 above) (the "Option"),
there are no options, warrants, preemptive rights, conversion privileges or
other contracts which give any person or entity the right to acquire any capital
stock of the Company, whether from the Company, Seller or otherwise.

2.2 CORPORATE DOCUMENTS. Seller has furnished Buyer with a copy of
the Company's charter certified as of a recent date by the New York Secretary of
State, and a copy of the Company's bylaws of the Company certified as of a
recent date by the Secretary of the Company. Both documents are complete and
correct and reflect all amendments thereto as of the date of certification.

2.3 AUTHORIZATION OF AGREEMENT. Seller has the full legal right and
power to execute, deliver and perform this Agreement and to consummate the
transactions herein contemplated, and such execution, delivery and performance
do not violate (and do not, automatically or at the election of a third party,
result in the modification of the terms of) any provisions of the charter or
bylaws of the Company, or any agreement to which Seller or the Company is a
party or is otherwise bound or any order, decree, judgment, statute, rule or
regulation applicable to Seller or the Company.

2.4 FINANCIAL STATEMENTS. Seller has furnished Buyer with (a) balance
sheets of the Company as of December 31, 1994 (the "1994 Year-End Balance
Sheet") and 1993, and the related statements of income, stockholders equity and
cash flows for the years then ended (collectively, the "Financial Statements")
and (b) a balance sheet of the Company as of May 31, 1995, and the related
statement of income for the five-month period then ended (collectively, the
"Interim Statements"), together with respect to the Financial Statements, the
unqualified reports thereon of Breiner & Bodian, independent public accountant
for the Company. The Financial Statements and Interim Statements have been
prepared in accordance with generally accepted accounting principles ("GAAP")
consistently applied and, together with the notes thereto, present fairly the
financial position of the Company at the dates

3
<PAGE>

shown and the results of operations for the periods then ended, except that the
Interim Statements do not contain customary year-end adjustments.

2.5 UNDISCLOSED LIABILITIES. Except as listed on the SCHEDULE OF
MATERIAL LIABILITIES, since December 31, 1994, the Company has not incurred or
suffered any material liabilities (whether accrued, absolute, contingent or
otherwise) that exist or arise out of any transaction or state of facts existing
on or prior to the date hereof other than (a) as and to the extent reflected or
reserved against on the face of the 1994 Year-End Balance Sheet (and not solely
in a footnote thereto), and (b) as and to the extent incurred in the ordinary
course of business (i.e., not including liabilities for breaches of contracts or
violations of law) consistent with past practices after December 31, 1994 and
with the expectation of a normal profit.

2.6 NO ADVERSE CHANGES. Except as indicated in the SCHEDULE OF
ADVERSE CHANGES, there has not occurred (a) any materially adverse change since
December 31, 1994 in the business, relationship with any material customer or
with the Pershing Division of Donaldson, Lufkin and Jenrette Securities
Corporation, sales, income, profit margins, assets, liabilities or financial
condition of the Company; (b) any condition, event, circumstance, fact or other
occurrence, whether occurring before or since December 31, 1994, that may
reasonably be expected to have or result in such a materially adverse change; or
(c) any damage, destruction or loss since December 31, 1994, whether or not
covered by insurance, materially and adversely affecting the assets or business
of the Company.

2.7 SERVICES. The only product or service ever produced by the
Company is the provision of discount stock, bond and option brokerage services
(with the exception of certain clients listed on the SCHEDULE OF RUBY LIN'S
CLIENTS and on the SCHEDULE OF ROBERT LEE BULL'S CLIENTS who may be considered
non-discount clients), and the Company has provided those services in conformity
with all applicable laws, ordinances, regulations, trade and industry standards
and customer specifications now in effect. Seller has furnished to Buyer a
SCHEDULE OF CLAIMS AND LITIGATIONS which accurately describes

4
<PAGE>

all customer and other claims made and related to the conduct of the business of
the Company since January 1, 1990 and the resolution thereof. The Company is a
member in good standing of the National Association of Securities Dealers, Inc.
Seller is not a member of any securities exchange.

2.8 CONDUCT OF BUSINESS IN NORMAL COURSE. (a) Subject to SECTION
2.8(b), the business of the Company has, since December 31, 1994, been conducted
only in the usual and ordinary course consistent with past practice. As of the
Closing, the Company will have a net book value of not less than $300,000
(following any dividends) computed pursuant to GAAP and satisfying the
regulatory net capital requirements. Except as indicated in the SCHEDULE OF
BUSINESS INFORMATION, or reflected on the ADP Report for May 1995, since January
1, 1995, no change has been made in compensation of officers and employees, and
no commitment has been made therefor, whose annual rate of compensation exceeds
$20,000 and, except as contemplated hereby, the Company has not paid (or
declared) any bonus or dividend. All transactions between the Company and its
stockholders, officers, directors, employees (and their family members) since
January 1, 1990 have been on terms no less favorable than those available from
unrelated third parties and are properly reflected in the financial records of
the Company. As of May 31, 1995, the Company had in excess of 11,000 customer
accounts on record of which more than 8,000 had positive equity as of the
purchase date. The trading activity of the Company's accounts since January 1,
1995 through June 30, 1995 is indicated in the Pershing Monthly Commission
Summary. The debit balances, credit balances, money fund balances and long and
short securities positions of the Company's clients as of July 7, 1995 are as
appears on the Pershing MoneyLine Report. The Pershing High Liability Account
Report, as of July 7, 1995, indicates accounts which merit special attention
with an eye to monitor risks. The July 7, 1995 Pershing Concentration Report
indicates accounts with unusual (and perhaps risky) concentrations of
securities. The audited financials for the years 1992, 1993, and 1994, and the
two most recent quarterly FOCUS reports for the Company have been delivered to
Buyer.

(b) Notwithstanding the foregoing, the Company shall be entitled to
dividend (or pay out as salary, bonus, or otherwise) to its stockholder
immediately prior to the Closing its cash on hand

5
<PAGE>

(other than the $300,000 in cash net capital) and securities and fixed assets
listed on EXHIBIT A hereto which shall include the Company's contract with
Digitrade (but not the fixed assets used in the ordinary course of the Company's
business).

2.9 PROPERTIES AND ASSETS. The Company has good and marketable title
to all of its assets free and clear of any and all liens, claims, restrictions,
charges or encumbrances of any kind or character, other than (a) liens of
current taxes not delinquent as to payment; or (b) liens or interests of others
arising under contracts and commitments listed in the SCHEDULE OF CONTRACTS
(other than as a result of breaches thereof). All assets used in the operation
(or necessary for the continued operation) of the business of the Company are
either owned by the Company or leased pursuant to leases set forth on the
SCHEDULE OF CONTRACTS. Except for the Option, which shall be canceled prior to
the Closing, Seller owns all outstanding equity interests in the Company free
and clear of any liens, claims, encumbrances or other rights, and there are no
rights to purchase equity securities of the Company or other securities
convertible into or exercisable for any equity securities of the Company. The
assets of the company include the account papers for each of the 11,000 plus
customer accounts (and records regarding the approximately 10,000 respondents to
advertising who did not open accounts) and are sufficient so that following the
Closing the Company will be in compliance with all record keeping requirements.

2.10 ACCOUNTS RECEIVABLE. All of the Company's accounts receivable
result from the provision of brokerage services by the Company in the ordinary
course of its business. Except for the rights of Pershing to assert a setoff
pursuant to exchange rules or the other agreements between Pershing and the
Company, no obligor has any right to a credit, setoff or offset against any of
the accounts receivable, and all of the accounts receivable are collectible in
full with ordinary efforts within ninety days.

2.11 PATENTS, TRADEMARKS, ETC. The Company does not infringe any
patent, license, copyright, trademark or other right owned by any other person.
The SCHEDULE OF PROPRIETARY RIGHTS is complete and lists all patents,
trademarks, trade names, copyrights and applications therefor owned by

6
<PAGE>

the Company or by others whereunder the Company has been licensed or has
acquired other rights; and all contracts and assignments relating thereto are
listed in the SCHEDULE OF CONTRACTS.

2.12 CONTRACTS. Except as listed on the SCHEDULE OF CONTRACTS: (a)
the Company is not a party to, or obligated under, any contract, lease for real
or personal property, arrangement, program or commitment pertaining to the
operations of the business of the Company (including, but not limited to, any
price sheets, advertising allowances, rebates or discounts) that provides for
aggregate payments in excess of U.S. $5,000 during its remaining term, except
for contracts for the purchase or sale of goods and services entered into in the
ordinary course of the business of the Company consistent with past practice and
either scheduled to be fulfilled within the next 90 days or terminable on 90 or
fewer days notice without penalty to the Company; (b) the Company has fulfilled,
or taken all action reasonably necessary to enable it to fulfill when due, all
material obligations of the Company under the contracts listed on the SCHEDULE
OF CONTRACTS; (c) there has not occurred any default, or any event which with
the lapse of time or the election of any person, or both, will become a default,
under any such contract; (d) all such contracts are legal, valid and binding
upon the Company and, to the knowledge of Seller, upon the other parties
thereto, and are in full force and effect. The Fully Disclosed Clearing
Agreement between the Company and Pershing is not terminable as a result of the
consummation of the transaction contemplated hereby. Seller and Pershing have
agreed that a change in ownership of the Company would not cause the termination
of the Fully Disclosed Clearing Agreement between the Company and Pershing and
that as soon after the Closing as requested by the Company, Pershing will
cooperate fully with a bulk transfer of all of the accounts to an affiliate of
Buyer. (See SCHEDULE OF MISCELLANEOUS CORRESPONDENCE.)

2.13 LITIGATION AND COMPLIANCE WITH CERTAIN LAWS. Except as disclosed
in the SCHEDULE OF CLAIMS AND LITIGATION and the SCHEDULE OF MISCELLANEOUS
CORRESPONDENCE: (a) there are no claims, actions, suits or proceedings pending,
or to the knowledge of Seller threatened or contemplated, against or affecting
the Company, at law or in equity, or before any federal, state, municipal or
other governmental authority, or before any arbitrator or arbitration panel,
whether by contract or otherwise;

7
<PAGE>

(b) except for the NASD restriction letter (see SCHEDULE OF MISCELLANEOUS
CORRESPONDENCE) there is no decree, judgment or order of any kind in existence
restraining the Company, or any of its officers, employees, or directors, from
taking any actions of any kind in connection with the business of the Company;
(c) the Company has complied with all statutes, laws and regulations, orders and
decrees applicable to it, its business, or its assets; and (d) the Company has
not received any written notice of any claim that it is not in compliance
therewith.

2.14 EMPLOYEE RELATIONS. The Company (a) is not a party to any
collective bargaining agreement and has no knowledge of any other labor union or
group attempting to organize or represent the Company's employees; (b) is in
substantial compliance with applicable law respecting employment, wages and
hours; and (c) does not have any labor strikes threatened against it or any
material pending or threatened grievance or arbitration proceeding regarding
labor matters.

2.15 CUSTOMERS. Except as disclosed in the SCHEDULE OF SIGNIFICANT
ACCOUNTS, the Company did not have any customer who accounted for more than 1%
of the Company's annual revenue during 1993, 1994, or the first four months of
1995.

2.16 TAXES. All tax returns required to be filed by the Company with
any federal, territorial state, local or other governmental unit have been or
will be timely filed and were or are accurate and complete in all material
respects. No application for extension of time for filing any tax return or
consent to any extension of the period of limitations applicable to the
assessment or collection any tax is in effect or will, prior to the date of the
Closing, have been made by the Company without the written consent of Buyer.
The Company is not delinquent in the payment of any taxes claimed to be due by
any taxing authority.

2.17 EMPLOYEE BENEFITS. Except as described on the SCHEDULE OF
EMPLOYEE BENEFITS, the Company does not have any contracts or agreements with
employees or benefit plans for employees. The Company has no obligations or
liabilities of any nature under any contracts or agreements or plans that are no
longer in effect. The Company has performed all of its obligations under such
contracts,

<PAGE>

agreements and plans, if any. All social security returns required to be filed
by the Company with any federal, territorial, state, local, or other
governmental unit have been or will be timely filed and were or are accurate and
complete in all material respects. No application for extension of time for
filing any social security return or consent to any extension of the period of
limitations applicable to the assessment or collection of social charges is in
effect or will, prior to the date of the Closing, have been made by the Company
without the written consent of Buyer. The Company is not delinquent to the
payment of any charges claimed to be due by any social security authority.

2.18 ENVIRONMENTAL MATTERS. The Company is not in violation of any
Environmental Law (as defined below) nor has there ever been any event
("Environmental Event") at, on or in connection with, any of the assets owned or
leased by the Company that would be deemed a release or a disposal of any
hazardous, toxic or dangerous substance, waste or material, including any
petroleum or crude oil or fraction thereof, friable asbestos or asbestos
containing material, polychlorinated biphenyls or urea formaldehyde foam
insulation (any or all of the foregoing are herein referred to as "Hazardous
Material") as defined in, regulated by, or for the purpose of, or in violation
of, any federal, territorial state, local or other statute, law, ordinance,
code, rule, regulation, order or decree regulating, relating to, or imposing
liability or standards of conduct concerning any such substance, waste or
material now in effect ("Environmental Law"). There are no threatened actions,
notices of violation, notices of non-compliance, orders, citations or notices
with respect to air emissions, water discharges, or noise from any assets owned
or leased by the Company, or any part thereof during the occupancy of the
Company ("Environmental Action") issued by any court, any governmental authority
or any other entity which is authorized by law to issue orders under any
Environmental Law ("Environmental Agency") or from anyone else. If the Seller
or the Company receives (a) any notice of an Environmental Event affecting the
Company or its assets, or (b) any notice of an Environmental Action from any
Environmental Agency or from anyone else, Seller shall give, within seven (7)
days, written notice thereof to Buyer. The Company has all certificates,
licenses and permits (the "Permits") necessary under Environmental Laws

9
<PAGE>

for the Company to conduct its operations. No underground storage tanks exist
and no Hazardous Materials exist on any property owned or leased by the Company.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby
represents and warrants to Seller as follows:

3.1 CORPORATE EXISTENCE. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nebraska,
United States of America and has corporate power to own its properties and to
carry on its business as now being conducted.

3.2 CORPORATE DOCUMENTS. Buyer has furnished Seller with a copy of
its charter certified as of a recent date by the Secretary of State of the State
of Nebraska, and a copy of its bylaws certified as of a recent date by the
Secretary of Buyer. Both documents are complete and correct and reflect all
amendments thereto as of the date of certification.

3.3 AUTHORIZATION OF AGREEMENTS. The execution, delivery and
performance of this Agreement has been duly authorized by the Board of Directors
of Buyer in conformity with all requirements of Buyer's bylaws and Certificate
of Incorporation and applicable law. Buyer has full corporate power to execute,
deliver and perform this Agreement and to consummate the transactions herein
contemplated, and such execution, delivery and performance do not violate any
provisions of the Certificate of Incorporation or bylaws of Buyer, or any
agreement to which Buyer is a party or is otherwise bound and which is material
to any business of Buyer or any order, decree, judgment, statute, rule or
regulation applicable to Buyer, the violation of which might have a materially
adverse effect on any business of Buyer.

SECTION 4. CERTAIN AGREEMENTS FOLLOWING THE CLOSING.

Seller hereby covenants that the following shall apply beginning on
the Closing Date and thereafter where applicable:

10
<PAGE>

4.1 LEASE OF ASSETS. Seller will lease the Company's fixed assets
and the space in the 112 West 56th Street condominium to the Company following
the Closing as described in the lease attached hereto as Exhibit B.

4.2 NON-COMPETITION AGREEMENT. Seller agrees that he will not, at
any time during the three years following the termination of his employment with
the Company (whether by resignation or otherwise), engage directly or indirectly
as an owner, director, officer, employee, agent or otherwise for any entity,
other than the Company, which sells or provides any competing service without
the prior written consent of Buyer. "Competing service" shall mean any stock,
bond or option brokerage business.

4.3 CONSULTING AGREEMENT. For a period extending for three months
following the date of the Closing, Seller agrees to perform such general
consultive services within the expertise and qualifications of Seller including,
but not limited to, rendering advice with respect to the management of the
Company, at such times and places as may be mutually convenient on substantially
a full time basis. The Company shall reimburse Seller for his reasonable
expenses incurred at the Company's request in performing his obligations under
this paragraph. In consideration for Seller's services provided herein, the
Company shall pay Seller $10,000 on the tenth day of each calendar month
commencing the date hereof.

SECTION 5. SURVIVAL OF REPRESENTATIONS AND INDEMNITY.

5.1 SURVIVAL OF REPRESENTATIONS. Subject to the provisions of
Section 5.3 hereof, all representations, warranties and agreements made by the
parties hereto shall survive the Closing and the Closing shall constitute a re-
affirmation of the truth and correctness as of the Closing of the
representations and warranties of Buyer and Seller contained in this Agreement;
and any investigation by a party to be indemnified on account of any breach of
such representations, warranties or agreements shall not be a defense to a claim
for indemnification unless the breach was in fact known to the party claiming
indemnification prior to the Closing.

11
<PAGE>

5.2 INDEMNIFICATION BY SELLER. Subject to the provisions of Section
5.3 hereof, Seller shall indemnify Buyer against and hold Buyer harmless from
any and all loss, cost, damage or expense arising out of or resulting from (a)
breach or incorrectness of any of the representations, warranties or covenants
of Seller contained in this Agreement or the schedules referred to herein, or
(b) the Seller's or the Company's failure to comply with any applicable laws
(applicable to this Agreement and the transactions contemplated herein), or (c)
the assertion against the Company or Buyer of any Existing Liability, or (iv)
the reasonable expenses or costs incurred by Buyer, including reasonable
attorneys' fees, in connection with investigating, attempting to correct, or
defending against the assertion of any claims, liens or charges against which
Buyer is entitled to indemnity pursuant to the foregoing provisions, provided
that (i) Buyer shall give prompt notice in writing to Seller of the facts and
circumstances giving rise to any claims by Buyer under this Section, (ii)
subject to the limitations of any contract of insurance, Buyer shall tender to
Seller the opportunity to manage and control any defense against any such claim,
it being understood that Buyer may participate at its expense in any such
defense assumed by Seller and that the assumption of management and control of
any such defense shall not, itself, constitute any admission by Seller of
liability to Buyer or to any other entity, (iii) Buyer shall cooperate
reasonably with Seller in the prosecution of any such defense, and (iv) Buyer
shall not compromise or settle any such claim without the prior written consent
of Seller which shall not be unreasonably withheld.

5.3 LIMITATION ON INDEMNIFICATION OBLIGATIONS OF SELLER. The
potential liability of Seller under the provisions of Section 5.2 hereof shall
be subject to written notice of the matter giving rise to such potential
liability being given to Seller prior to the expiration of the applicable
statutes of limitation.

5.4 INDEMNIFICATION BY BUYER. Buyer shall indemnify Seller against
and hold Seller harmless from any and all loss, cost, damage or expense arising
out of or resulting from (a) breach or incorrectness of any of the
representations, warranties or covenants of Buyer contained in this Agreement or
the schedules referred to herein, (b) any and all liabilities and obligations
arising out of the business

12
<PAGE>

of the Company after the Closing Date, provided that such liabilities or
obligations do not arise out of or result from any breach or incorrectness of
any of the representations or warranties of Seller contained in this Agreement
or the schedules referred to herein, and (c) the reasonable expenses or costs
incurred by Seller, including reasonable attorneys' fees, in connection with
investigating, attempting to correct, or defending against the assertion of any
claims against which Seller is entitled to indemnity pursuant to the foregoing
provisions, provided that (i) Seller shall give prompt notice in writing to
Buyer of the facts and circumstances giving rise to any claims by Seller under
this Section, (ii) subject to the limitations of any contract of insurance,
Seller shall tender to Buyer the opportunity to manage and control and defend
against any such claim, it being understood that Seller may participate at its
expense in any such defense assumed by Buyer and that the assumption of
management and control of any such defense shall not, itself, constitute any
admission by Buyer of liability to Seller or to any other entity, (iii) Seller
shall cooperate reasonably with Buyer in the prosecution of any such defense,
and (iv) Seller shall not compromise or settle any such claim without the prior
written consent of Buyer which shall not be unreasonably withheld.

SECTION 6. GENERAL

6.1 FURTHER ASSURANCES. Each party hereto agrees that at any time
and from time to time after the Closing they will execute and deliver to the
other such further instruments or documents as the other may reasonably require
to give effect to the transactions contemplated hereunder.

6.2 EXPENSES. Except as expressly provided herein the parties hereto
shall each bear their respective costs and expenses incurred in the consummation
of this transaction.

6.3 TRANSFER TAXES. All federal, state, territorial and local sales,
transfer or similar taxes that may be payable by reason of the sale, assignment
transfer, conveyances and delivery of the Securities shall be paid by the party
on which the applicable law imposes the obligation therefor.

6.4 NON-ASSIGNMENT. This Agreement shall not be assignable by either
party without the written consent of the other. Notwithstanding the foregoing,
Buyer may assign its rights hereunder

13
<PAGE>

to an affiliate or a wholly-owned subsidiary of Buyer, but no such assignment
shall relieve Buyer of any of its obligations hereunder. Subject to the
foregoing this Agreement shall be binding upon and inure to the benefit of the
respective heirs, successors, assigns and personal representatives of the
parties hereto.

6.5 NOTICES. All notices, requests, demands and other communications
provided for in this Agreement shall be in writing and addressed as follows or
to such other address as either party shall notify the other of in writing:

(i) If to Seller, addressed to:

Keith Aufhauser
112 West 56th Street
New York, New York 10019
Telephone: (212) 266-9420
Fax: (212) 757-6757

with a copy to:

Martin Bodian
425 Broadhollow Road
Melville, New York 11747
Telephone: (516) 249-3900
Fax: (516) 249-4298

(ii) If to Buyer, addressed to:

TransTerra Co.
4211 South 102nd Street
Omaha, Nebraska 68103-2226
Attention: J. Joe Ricketts
Tel: (402) 331-7856
Fax: (402) 597-7749

with a copy to:

Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606-6473
Attention: W. Brinkley Dickerson, Jr.
Tel: (312) 258-5633
Fax: (312) 258-5600

14
<PAGE>

6.6 BROKERAGE AND FINDERS' FEES; INDEMNIFICATION. Each party
represents to the other party that it has not incurred any liability for
brokerage, commissions, finders' fees or like compensation in respect of the
transactions contemplated hereunder. Seller will indemnify and hold harmless
Buyer, and Buyer will indemnify and hold harmless Seller, against and in respect
of any claim for brokerage or other commissions relative to this Agreement and
the transactions contemplated hereby, based in any way on agreements,
arrangements or understandings claimed to have been made by such indemnifying
party with any third party.

6.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts with the same effect as if the signatures to each counterpart were
upon the same instrument.

6.8 ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the parties and supersedes all prior agreements, arrangements
and communications, whether oral or written; and this Agreement shall not be
modified or amended other than by written agreement of the parties hereto.
Captions appearing in this Agreement are for convenience only and shall not be
deemed to explain, limit or amplify the provisions hereof.

6.9 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of New York. All disputes arising in connection
with this Agreement shall be finally settled under the Rules of Conciliation and
Arbitration of the American Arbitration Association by one or more arbitrators
located in New York City appointed in accordance with said Rules.

6.10 THIRD PARTIES. Nothing in this Agreement, whether expressed or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any other person other than the parties and their respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third person to either party
hereto, nor shall any provision give any third party any right of subrogation or
actions over or against either party hereto.

6.11 SCHEDULES. The schedules attached to this Agreement are
incorporated herein by reference and shall be considered part of this Agreement.

<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Securities
Purchase Agreement as of the day and year first written above.

TRANSTERRA CO.

By: /s/ John Joe Ricketts
----------------------------------------
Chairman

SELLER:

/s/ Keith Aufhauser
---------------------------------------------
Keith Aufhauser

<PAGE>

TABLE OF CONTENTS

Page

SECTION 1. PURCHASE AND SALE OF THE STOCK . . . . . . . . . . . . . . . . . 1
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . 1
Existing Liabilities . . . . . . . . . . . . . . . . . . . . . . 1
No Other Obligations . . . . . . . . . . . . . . . . . . . . . . 2
Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

SECTION 2. REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . 2
Corporate Existence. . . . . . . . . . . . . . . . . . . . . . . 2
Corporate Documents. . . . . . . . . . . . . . . . . . . . . . . 3
Authorization of Agreement . . . . . . . . . . . . . . . . . . . 3
Financial Statements . . . . . . . . . . . . . . . . . . . . . . 3
Undisclosed Liabilities. . . . . . . . . . . . . . . . . . . . . 4
No Adverse Changes . . . . . . . . . . . . . . . . . . . . . . . 4
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Conduct of Business in Normal Course . . . . . . . . . . . . . . 4
Properties and Assets. . . . . . . . . . . . . . . . . . . . . . 6
Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Litigation and Compliance with Certain Laws. . . . . . . . . . . 7
Employee Relations . . . . . . . . . . . . . . . . . . . . . . . 8
Customers. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Employee Benefits. . . . . . . . . . . . . . . . . . . . . . . . 8
Environmental Matters. . . . . . . . . . . . . . . . . . . . . . 9

SECTION 3. REPRESENTATIONS AND WARRANTIES OF BUYER. . . . . . . . . . . . . 10
Corporate Existence. . . . . . . . . . . . . . . . . . . . . . . 10
Corporate Documents. . . . . . . . . . . . . . . . . . . . . . . 10
Authorization of Agreements. . . . . . . . . . . . . . . . . . . 10

SECTION 4. CERTAIN AGREEMENTS PENDING AND FOLLOWING THE CLOSING . . . . . . 10
Lease of Assets. . . . . . . . . . . . . . . . . . . . . . . . . 11
Non-Competition Agreement. . . . . . . . . . . . . . . . . . . . 11
Consulting Agreement . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 5. SURVIVAL OF REPRESENTATIONS AND INDEMNITY. . . . . . . . . . . . 11
Survival of Representations. . . . . . . . . . . . . . . . . . . 11
Indemnification by Seller. . . . . . . . . . . . . . . . . . . . 12
Limitation on Indemnification Obligations of Seller. . . . . . . 12
Indemnification by Buyer . . . . . . . . . . . . . . . . . . . . 12

SECTION 8. GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Further Assurances . . . . . . . . . . . . . . . . . . . . . . . 13
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Transfer Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 13
Non-Assignment . . . . . . . . . . . . . . . . . . . . . . . . . 13

i
<PAGE>

Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Brokerage and Finders' Fees; Indemnification . . . . . . . . . . 15
Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . 15
Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Third Parties. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

<PAGE>

EXECUTION COPY

STOCK PURCHASE AGREEMENT

AMONG AND BETWEEN

TRANSTERRA CO. (THE "BUYER"),

ALL AMERICAN BROKERS, INC. (THE "COMPANY")

AND

SHAREHOLDERS OF THE COMPANY (THE "SELLERS").

October 3, 1995

<PAGE>

TABLE OF CONTENTS

Page

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I

PURCHASE AND SALE OF SHARES

Section 1.1. Sale of Shares . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2. Purchase Price . . . . . . . . . . . . . . . . . . . . . 1
Section 1.3. Closing. . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.4. Deliveries at Closing. . . . . . . . . . . . . . . . . . 2

ARTICLE II

REPRESENTATIONS AND WARRANTIES
CONCERNING THE TRANSACTION

Section 2.1. Representations and Warranties of the Sellers. . . . . . 2
Section 2.2. Representations and Warranties of Buyer. . . . . . . . . 3

ARTICLE III

REPRESENTATIONS AND WARRANTIES
CONCERNING THE COMPANY

Section 3.1. Organization, Qualification and Corporate Power. . . . . 4
Section 3.2. Compliance With Laws . . . . . . . . . . . . . . . . . . 4
Section 3.3. Capitalization . . . . . . . . . . . . . . . . . . . . . 4
Section 3.4. Noncontravention . . . . . . . . . . . . . . . . . . . . 5
Section 3.5. Brokers' Fees. . . . . . . . . . . . . . . . . . . . . . 5
Section 3.6. Undisclosed Liabilities. . . . . . . . . . . . . . . . . 5
Section 3.7. Legal Compliance/Customer Complaints . . . . . . . . . . 5
Section 3.8. Tax Matters. . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.9. Insurance. . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.10. Customer Accounts . . . . . . . . . . . . . . . . . . . 6
Section 3.11. Litigation. . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.12. Employee Benefits . . . . . . . . . . . . . . . . . . . 6
Section 3.13. Guaranties. . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.14. Disclosure. . . . . . . . . . . . . . . . . . . . . . . 6

<PAGE>

ARTICLE IV

PRE-CLOSING COVENANTS

Section 4.1. General. . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.2. Notices and Consents . . . . . . . . . . . . . . . . . . 7
Section 4.3. Distribution/Disposal of the Company's Assets. . . . . . 7
Section 4.4. Full Access. . . . . . . . . . . . . . . . . . . . . . . 7
Section 4.5. Notice of Developments . . . . . . . . . . . . . . . . . 7
Section 4.6. Exclusivity. . . . . . . . . . . . . . . . . . . . . . . 7
Section 4.7. Termination of Employee Benefit Plans. . . . . . . . . . 8

ARTICLE V

POST-CLOSING COVENANTS

Section 5.1. General. . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.2. Covenant Not To Compete. . . . . . . . . . . . . . . . . 8
Section 5.3. Tax Matters. . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE VI

CONDITIONS TO THE OBLIGATION TO CLOSE

Section 6.1. Conditions to Obligation of the Buyer. . . . . . . . . . 8
Section 6.2. Conditions to Obligation of the Sellers. . . . . . . . . 9

ARTICLE VII

INDEMNIFICATION

Section 7.1. Indemnification Provisions for Benefit of the Buyer. . . 10
Section 7.2. Indemnification Provisions for Benefit of the Sellers. . 11
Section 7.3. Procedure for Indemnification. . . . . . . . . . . . . . 11

ARTICLE VIII

MISCELLANEOUS

Section 8.1. Termination of Agreement . . . . . . . . . . . . . . . . 11
Section 8.2. Nature of Certain Obligations. . . . . . . . . . . . . . 11
Section 8.3. Entire Agreement . . . . . . . . . . . . . . . . . . . . 11
Section 8.4. Succession and Assignment. . . . . . . . . . . . . . . . 11
Section 8.5. Counterparts . . . . . . . . . . . . . . . . . . . . . . 12

<PAGE>

Section 8.6. Headings . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 8.7. Notices. . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 8.8. Governing Law. . . . . . . . . . . . . . . . . . . . . . 12
Section 8.9. Amendments and Waivers . . . . . . . . . . . . . . . . . 12
Section 8.10. Severability. . . . . . . . . . . . . . . . . . . . . . 12
Section 8.11. Incorporation of Exhibits and Schedules . . . . . . . . 12
Section 8.12. Construction. . . . . . . . . . . . . . . . . . . . . . 12

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

iii

<PAGE>

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this "Agreement") is entered into as of
October 3, 1995 among TRANSTERRA CO., a Nebraska corporation (the "Buyer"), ALL
AMERICAN BROKERS, INC., a California corporation (the "Company") and JOHN DUFFY
and MARY HERMANSKY, individuals and shareholders of the Company (collectively
John Duffy and Mary Hermansky are the "Sellers"). The Buyer, the Sellers and
the Company are sometimes referred to in this Agreement collectively as the
"parties" and individually as a "party." Terms used and not otherwise defined
shall have the meanings assigned to them on Appendix A.

RECITALS

The Sellers own all of the issued and outstanding shares of the common
stock of the Company (the "Stock"); and

The Buyer desires to acquire the Stock from the Sellers and the Sellers
desire to sell the Stock to the Buyer on the terms and conditions set forth in
this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
the parties, the parties, intending to be legally bound, agree as follows:

ARTICLE I

PURCHASE AND SALE OF SHARES

Section 1.1. SALE OF SHARES. Each Seller hereby agrees to sell all of his
Stock to the Buyer, and the Buyer hereby agrees to purchase all of each Seller's
Stock on the terms and conditions set forth in this Agreement.

Section 1.2. PURCHASE PRICE. (a) The aggregate purchase price (the
"Purchase Price") to be paid by the Buyer to the Sellers for the Stock shall be
calculated as follows:

(i) one hundred twenty-seven thousand and no/100 dollars ($127,000);
plus

(ii) an amount equal to the Company's Net Cash Assets as hereinafter
defined.

(b) Net Cash Assets shall equal the amount of funds on deposit at banks or
other financial institutions less outstanding checks and any other payments made
against such funds which have not cleared the relevant bank or financial
institution. Net Cash Assets shall be equal to or greater than sixty thousand
and no/100 dollars ($60,000) on the Closing Date. The total Amount of Net Cash
Assets on the Closing Date shall be mutually agreed to by the Buyer and John
Duffy. Net Cash Assets shall not include amounts relating to any accounts
receivable.

<PAGE>

(c) The Purchase Price shall be allocated among the Sellers in proportion
to their respective holdings of Stock as set forth on the signature page to this
Agreement. The Purchase Price will be paid to the Sellers in cash on the
Closing Date. Payment shall be made by wire transfer of immediately available
funds to accounts designated by the Sellers.

Section 1.3. CLOSING. The closing of the transactions contemplated in
this Agreement shall take place at 10:00 a.m. at the offices of the Company on
October 25, 1995 or at such other time or place upon which the Sellers, the
Company and the Buyer shall mutually agree (the "Closing").

Section 1.4. DELIVERIES AT CLOSING. At the Closing, (i) the Sellers will
deliver to the Buyer the various certificates, instruments and documents
referred to in Section 6.1 below; (ii) the Buyer will deliver to the Sellers the
various certificates, instruments and documents referred to in Section 6.2
below; (iii) each of the Sellers will deliver to the Buyer stock certificates
representing all of the Stock owned by such Seller, endorsed in blank or
accompanied by duly executed assignment documents; and (iv) the Buyer will
deliver to each of the Sellers the Purchase Price.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
CONCERNING THE TRANSACTION

Section 2.1. REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the
Sellers represents and warrants to the Buyer that the statements made in this
Section 2.1 are correct and complete as of the date of this Agreement and will
be correct and complete at the time of the Closing with respect to himself or
herself. In addition, each Seller individually makes to the Buyer each of the
representations set forth in Article III hereof.

(a) AUTHORIZATION OF TRANSACTION. Each Seller has full power and
authority to execute and deliver this Agreement and to perform his or her
obligations under this Agreement. This Agreement constitutes the valid and
legally binding obligation of each Seller, enforceable in accordance with
its terms and conditions. Each Seller need not give any notice to, make
any filing with or obtain any authorization, consent or approval of any
government or governmental agency in order to consummate the transactions
contemplated by this Agreement.

(b) NONCONTRAVENTION. The execution and the delivery of this
Agreement and the consummation of the transactions contemplated in this
Agreement will not (i) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge or other restriction of
any government, governmental agency or court to which any of the Sellers
are subject or (ii) conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right
to accelerate, terminate, modify or cancel or require any notice under any
agreement, contract, lease,

<PAGE>

license, instrument or other arrangement to which the Seller is a party or
by which he or she is bound or to which any of his or her assets is
subject.

(c) BROKER'S FEES. The Sellers have no liability or obligation to
pay any fees or commissions to any broker, finder or agent with respect to
the transactions contemplated by this Agreement for which the Buyer could
become liable or obligated.

(d) STOCK. Each Seller is the holder of record and beneficially owns
the number of shares of the Company's common stock set forth next to his or
her name on the signature page of this Agreement. Each Seller owns the
Stock free and clear of any liens, security interests or restrictions on
transfer.

Section 2.2. REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer
represents and warrants to the Seller that the statements made in this Section
2.2 are correct and complete as of the date of this Agreement and will be
correct and complete at the time of the Closing.

(a) DUE ORGANIZATION AND GOOD STANDING. The Buyer is a corporation
duly incorporated, validly existing and in good standing under the laws of
the State of Nebraska. The Buyer is duly authorized to conduct the
business in which it is engaged, either directly or through its
subsidiaries.

(b) AUTHORIZATION OF TRANSACTION. The Buyer has full power and
authority (including full corporate power and authority) to execute and
deliver this Agreement and to perform its obligations. This Agreement
constitutes the valid and legally binding obligation of the Buyer,
enforceable in accordance with its terms and conditions. The Buyer need
not give any notice to, make any filing with or obtain any authorization,
consent or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.

(c) NONCONTRAVENTION. The execution and the delivery of this
Agreement by Buyer and the consummation of the transactions contemplated in
this Agreement, will not: (i) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge or
other restriction of any government, governmental agency or court to which
the Buyer is subject; (ii) conflict with, result in a breach of, constitute
a default under, result in the acceleration of, create in any party the
right to accelerate, terminate, modify or cancel or require any notice
under any agreement, contract, lease, license, instrument or other
arrangement to which the Buyer is a party or by which it is bound or to
which any of its assets is subject; or (iii) violate the articles of
incorporation or bylaws of the Buyer.

(d) BROKERS' FEES. The Buyer has no liability or obligation to pay
any fees or commissions to any broker, finder or agent with respect to the
transactions contemplated by this Agreement for which any Seller could
become liable or obligated.

<PAGE>

ARTICLE III

REPRESENTATIONS AND WARRANTIES
CONCERNING THE COMPANY

Each of the Sellers individually represent and warrant to the Buyer that
the statements in this Article III are correct and complete as of the date of
this Agreement and will be correct and complete at the time of the Closing.

Section 3.1. ORGANIZATION, QUALIFICATION AND CORPORATE POWER. The Company
is a corporation, duly incorporated, validly existing and in good standing under
the laws of the State of California. The Company is duly authorized to conduct
business and is in good standing as a foreign corporation under the laws of each
jurisdiction where such qualification is required. The Company has full
corporate power and authority necessary to carry on the businesses in which it
is engaged and to own and use its properties. The Sellers have delivered to the
Buyer correct and complete copies of the articles of incorporation and bylaws of
the Company (as amended to date). The minute books (containing the records of
meetings of the stockholders, the board of directors and any committees of the
board of directors), the stock certificate books and the stock record books of
the Company are correct and complete. The Company is not in default under or in
violation of any provision of its articles of incorporation or bylaws.

Section 3.2. COMPLIANCE WITH LAWS. The Company is in substantial
compliance with all, and has received no notice of any violation of any, laws or
regulations applicable to its operations including, without limitation, the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
(the "NASD") or and rules or regulations of the Securities and Exchange
Commission (the "SEC") or any state securities commission. The Company is
registered as a broker-dealer with the NASD and the SEC and all state(s) where
its business activities require registration. The Company has all permits,
licenses and other governmental authorizations necessary to conduct its business
as presently conducted. Without limiting the generality of the foregoing, the
Company has maintained its records and its customer's records in accordance with
NASD and SEC rules and regulations.

Section 3.3. CAPITALIZATION. The entire authorized capital stock of the
Company consists of 1,000,000 shares of common stock, of which 100,000 shares
are issued and outstanding and none are held in treasury. All of the issued
and outstanding shares of the Company's common stock have been duly authorized,
are validly issued, fully paid and nonassessable. The holders of record for all
issued and outstanding shares of the Company's common stock are the Sellers.
There are no outstanding or authorized options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights or other contracts or
commitments that could require the Company to issue, sell or otherwise
distribute its capital stock. There are no outstanding or authorized stock
appreciation, phantom stock, profit participation or similar rights with respect
to the Company. There are no voting trusts, proxies, or other agreements or
understandings with respect to the capital stock of the Company.

<PAGE>

Section 3.4. NONCONTRAVENTION. The execution and the delivery of this
Agreement and the consummation of the transactions contemplated in this
Agreement will not (i) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge or other restriction of any
government, governmental agency or court to which the Company is subject; (ii)
conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify
or cancel or require any notice under any agreement, contract, lease, license,
instrument or other arrangement to which the Company is a party or by which it
is bound or to which any of its assets is subject; or (iii) violate any
provision of the articles of incorporation or bylaws of the Company. Other than
an amendment to its Form BD reflecting the transaction contemplated hereby, the
Company is not required to give notice to, make any filing with or obtain any
authorization, consent or approval of any government or governmental agency in
order for the parties to consummate the transactions contemplated by this
Agreement.

Section 3.5. BROKERS' FEES. The Company has no liability or obligation to
pay any fees or commissions to any broker, finder or agent with respect to the
transactions contemplated by this Agreement.

Section 3.6. UNDISCLOSED LIABILITIES. As of the Closing, the Company will
have no liabilities (and there is no basis for any present or future action,
suit, proceeding, hearing, investigation, charge, complaint, claim or demand
against it giving rise to any liability).

Section 3.7. LEGAL COMPLIANCE/CUSTOMER COMPLAINTS. The Company has
complied with all applicable laws (including rules, regulations, codes, plans,
injunctions, judgments, orders, decrees, rulings and charges thereunder) of
federal, state, local and foreign governments (and all agencies thereof), and no
action, suit, proceeding, hearing, investigation, charge, complaint, claim,
demand or notice has been filed or commenced against the Company alleging any
failure so to comply. No person who currently conducts or who in the past has
conducted brokerage transactions with the Company has made a complaint or claim
against the Company alleging misconduct, fraudulent misrepresentation, gross
negligence or has made any other claim or complaint associated with transactions
in securities, and no facts or circumstances exist which would cause the Company
to incur liability for any such claims or complaints.

Section 3.8. TAX MATTERS. The Company has accurately and timely filed all
Tax Returns required to be filed by it, and paid all income taxes owed by it,
and no taxes shown on any of the Company's Tax Returns is delinquent. The
Company is not a party to any pending action or proceeding, nor to the Company's
knowledge is any such action or proceeding threatened by any governmental
authority, for the assessment or collection of Taxes. The Company has not
executed or filed with any taxing authority any agreement extending the period
for assessment or collection of any Taxes. The Company has paid all Taxes owed
or which it is required to withhold from amounts owing to its employees,
creditors or other third parties.

Section 3.9. INSURANCE. The Company is presently insured and during each
of the past five calendar years has been insured, for reasonable amounts with
financially sound and

<PAGE>

reputable insurance companies against such risks as companies engaged in a
similar business would, in accordance with good business practice, customarily
be insured and has maintained all insurance required by applicable law and
regulation.

Section 3.10. CUSTOMER ACCOUNTS. As of the Closing Date, the Company
shall provide the Buyer all mutual fund client statements for the previous
twelve (12) months. Such statements shall be complete and accurate in all
material respects.

Section 3.11. LITIGATION. There is no claim, suit, action or legal,
administrative, arbitration or administrative, other proceeding or governmental
investigation pending against the Company which might materially adversely
affect the financial condition or results of operations of the Company or the
conduct of the Company's business, and to the best of the knowledge of the
Sellers, no such proceedings are threatened or contemplated by any person at
this time.

Section 3.12. EMPLOYEE BENEFITS. The Company has complied in all material
respects with all federal, state and local laws (statutory and common law) in
connection with the creation and maintenance of its Employee Benefit Plans. As
of the Closing, the Company will have no liability to any Employee Benefit Plan,
and the Company will not be the subject of any liability arising from or
relating to any Employee Benefit Plan maintained by the Company.

Section 3.13. GUARANTIES. The Company is not a guarantor or is otherwise
liable for any liability or obligation (including indebtedness) of any other
person.

Section 3.14. DISCLOSURE. No representation, warranty or statement of
the Company, or any information, documents or memorandum furnished to the Buyer
or its agents, by the Company or its agents, as part of the transactions
contemplated in this Agreement, is materially false or misleading or omits, or
will omit, to state any material fact necessary to make each representation or
warranty or statement accurate and not misleading in any material respect. The
copies of documents delivered to Buyer in connection with the transaction
contemplated by this Agreement are accurate and complete and are not missing any
amendments, modifications, correspondence or other related papers which would be
pertinent to the Buyer's understanding thereof in any material respect. There
is no fact known to the Company that has not been disclosed to Buyer in this
Agreement or pursuant to this Agreement that was or is material to the ability
of Company to perform their obligations under this Agreement.

ARTICLE IV

PRE-CLOSING COVENANTS

The parties agree as follows with respect to the period between the
execution of this Agreement and the Closing.

Section 4.1. GENERAL. Each of the parties will use his or its reasonable
best efforts to take all action and to do all things necessary, proper or
advisable in order to consummate and

<PAGE>

make effective the transactions contemplated by this Agreement (including
satisfaction, but not waiver, of the closing conditions set forth in Article VI
below).

Section 4.2. NOTICES AND CONSENTS. The Sellers will cause the Company to
give any notices to third parties, and will cause the Company to use its
reasonable best efforts to obtain any third-party consents needed to consummate
the transactions contemplated by this Agreement. Each of the parties will (and
the Sellers will cause the Company to) give any notices to, make any filings
with and use its reasonable best efforts to obtain any authorizations, consents
and approvals of governments and governmental agencies required in order to
consummate the transactions contemplated by this Agreement. Without limiting
the generality of the foregoing, the Sellers and the Company shall obtain all
necessary and appropriate approvals from, and make all necessary and appropriate
filings with the NASD, the SEC or any other regulatory authority required to
consummate the transactions contemplated in this Agreement. All such filings or
approvals shall be made or obtained prior to the Closing Date.

Section 4.3. DISTRIBUTION/DISPOSAL OF THE COMPANY'S ASSETS. The Company
shall satisfy all of its known liabilities prior to the date of Closing
including but not limited to, liabilities arising from the termination of the
lease for the Company's office at 1015 Center Street, Santa Cruz, California.
The Company shall dispose of all of its assets (including all furniture and
equipment) on or prior to the Closing with the exception of $60,000 in cash
which shall be maintained in the Company's normal operating bank account. All
leases and any other material contracts in which the Company is a party shall be
terminated on or prior to the date of Closing.

Section 4.4. FULL ACCESS. The Company will permit representatives of the
Buyer to have full access at all reasonable times, and in a manner so as not to
interfere with the normal business operations of the Company, to all premises,
properties, personnel, books, records (including Tax records), contracts and
documents of or pertaining to the Company.

Section 4.5. NOTICE OF DEVELOPMENTS. The parties will give prompt written
notice to any other party of any material adverse development causing a breach
of any of the representations and warranties set forth in this Agreement. No
disclosure by any party pursuant to this Section 4.5, however, shall be deemed
to prevent or cure any misrepresentation, breach of warranty or breach of
covenant.

Section 4.6. EXCLUSIVITY. Other than as specifically required by Section
4.3 thereof, the Sellers and the Company will not (i) solicit, initiate, or
encourage the submission of any proposal or offer from any person relating to
the acquisition of any capital stock or other voting securities or any
substantial portion of the assets of the Company (including any acquisition
structured as a merger, consolidation or share exchange) or (ii) participate in
any discussions or negotiations regarding, furnish any information with respect
to, assist or participate in or facilitate in any other manner any effort or
attempt by any person to do or seek any of the foregoing. None of the Sellers
will vote their Stock in favor of any such acquisition structured as a merger,
consolidation or share exchange. The Sellers will notify the Buyer immediately
if any person makes any proposal, offer, inquiry or contact with respect to any
of the foregoing.

<PAGE>

Section 4.7. TERMINATION OF EMPLOYEE BENEFIT PLANS. The Company, at the
Sellers' sole cost and expense, shall terminate, dissolve or eliminate all of
its Employee Benefit Plans.

ARTICLE V

POST-CLOSING COVENANTS

The parties agree as follows with respect to the period following the
Closing:

Section 5.1. GENERAL. After the Closing, each of the parties will take
any action (including the execution and delivery of such further instruments and
documents) that is reasonably requested by any other party and is necessary or
desirable to carry out the purposes of this Agreement. The cost and expense for
such actions shall be borne by the requesting party unless the requesting party
is entitled to indemnification for such actions under this Agreement.

Section 5.2. COVENANT NOT TO COMPETE. For a period of five years from and
after the date of the Closing Date, the Sellers will not directly or indirectly
solicit or conduct any business which is similar to the Company's business with
persons who currently conduct business with the Company as of the Closing Date
or who have conducted business with the Company within three years prior to the
Closing Date. If the final judgment of a court of competent jurisdiction
declares that any term or provision of this Section 5.3 is invalid or
unenforceable, the parties agree that the court making the determination of
invalidity or unenforceability shall have the power to reduce the scope,
duration, or area of the term or provision, to delete specific words or phrases,
or to replace any invalid or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision.

Section 5.3. TAX MATTERS. The Buyer and each of the Sellers agree to
cooperate with each other in all respects regarding matters that relate to or
arise from Taxes. Without limiting the generality of the foregoing, the Buyer
and the Sellers agree to cooperate fully with respect to any Tax Return that
must be filed as of the date of Closing. The Sellers shall bear the cost of all
Tax Returns that relate to periods ending on or before the date of the Closing.
The Buyer shall bear the cost of all Tax Returns that relate to periods ending
after the date of the Closing.

ARTICLE VI

CONDITIONS TO THE OBLIGATION TO CLOSE

Section 6.1. CONDITIONS TO OBLIGATION OF THE BUYER. The obligation of the
Buyer to perform its obligations in connection with the Closing is subject to
satisfaction of the following conditions:

(i) the representations and warranties set forth in Section 2.1
and Article III above shall be true and correct in all material respects at
the time of the Closing;

<PAGE>

(ii) the Sellers shall have performed and complied with all of
their covenants hereunder in all material respects through the Closing;

(iii) no action, suit or proceeding shall be pending or threatened
before the NASD, any court or quasi-judicial or administrative agency of
any federal, state, local or foreign jurisdiction or before any arbitrator
wherein an unfavorable injunction, judgment, order, decree, ruling or
charge would (a) prevent consummation of the transactions contemplated by
this Agreement, (b) cause any of the transactions contemplated by this
Agreement to be rescinded following consummation, (c) affect adversely the
right of the Buyer to own the Stock and to control the Company or (d)
affect adversely the right of the Company to own its assets and to operate
its business (and no such injunction, judgment, order, decree, ruling or
charge shall be in effect);

(iv) the Sellers shall have delivered to the Buyer a certificate to
the effect that each of the conditions specified above in Section
6.1(a)(i)-(iii) is satisfied in all respects;

(v) the Buyer shall have received certified copies of the
resolutions of the Company and its shareholders approving the authorization
of the delivery, execution and performance of this Agreement;

(vi) the Buyer shall have received a Certificate of Good Standing
with respect to the Company from its State of incorporation which is dated
within 30 days prior to the Closing Date;

(vii) the Net Cash Assets shall equal at least $60,000 and the
Company's stockholder's equity shall equal at least $60,000; and

(viii) the Buyer shall have received the resignations, effective as
of the Closing, of each director and officer of the Company.

All actions to be taken by the Sellers in connection with consummation of
the transactions contemplated hereby and all certificates, opinions, instruments
and other documents required to effect the transactions contemplated hereby will
be satisfactory in form and substance to the Buyer. The Buyer may waive any
condition specified in this Section 6.1 if it executes a writing so stating at
or prior to the Closing.

Section 6.2. CONDITIONS TO OBLIGATION OF THE SELLERS. The obligation of
the Sellers to perform its obligations in connection with the Closing is subject
to satisfaction of the following conditions:

(i) the representations and warranties set forth in Section 2.2
above shall be true and correct in all material respects at and as of the
Closing Date;

<PAGE>

(ii) the Buyer shall have performed and complied with all of its
covenants hereunder in all material respects through the Closing;

(iii) no action, suit or proceeding shall be pending or threatened
before the NASD, any court or quasi-judicial or administrative agency of
any federal, state, local or foreign jurisdiction or before any arbitrator
wherein an unfavorable injunction, judgment, order, decree, ruling or
charge would (A) prevent consummation of any of the transactions
contemplated by this Agreement or (B) cause any of the transactions
contemplated by this Agreement to be rescinded following consummation (and
no such injunction, judgment, order, decree, ruling or charge shall be in
effect);

(iv) the Buyer shall have delivered to the Sellers a certificate to
the effect that each of the conditions specified above in Section
6.2(i)-(iii) is satisfied in all respects;

(v) the Sellers shall have received one set of certified copies of
the resolutions of the Buyer approving the authorization of the delivery,
execution and performance of this Agreement; and

(vi) the Sellers shall have received a Certificate of Good Standing
with respect to the Buyer from its State of incorporation which is dated
within 30 days prior to the Closing Date.

All actions to be taken by the Buyer in connection with consummation of the
transactions contemplated hereby and all certificates, opinions, instruments and
other documents required to effect the transactions contemplated hereby will be
satisfactory in form and substance to the Seller. The Sellers may waive any
condition specified in this Section 7.2 if they execute a writing so stating at
or prior to the Closing.

ARTICLE VII

INDEMNIFICATION

Section 7.1. INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE BUYER. Each of
the Sellers shall indemnify the Buyer, the Company, and their respective
officers, directors, employees, agents and affiliates against, and hold them
harmless, from any and all losses, liabilities, obligations, damages, penalties,
actions, judgments, suits, costs or disbursements of any kind or nature
(including legal fees) that may be imposed on, sustained by or asserted against
the Buyer, the Company or any such persons resulting from, arising out of or
relating to (i) any representation made in this Agreement by the Company or such
Seller being incomplete or incorrect, (ii) the breach of any warranty, covenant,
agreement or other provisions to be performed by such Seller under this
Agreement or (iii) the conduct of the business of the Company prior to the
Closing.

<PAGE>

Section 7.2. INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE SELLERS. The
Buyer shall indemnify each of the Sellers against, and hold them harmless from,
any and all losses, liabilities, obligations, damages, penalties, actions,
judgments, suits, costs or disbursements of any kind or nature (including legal
fees) that may be imposed on, sustained by or asserted against such person
arising out of or relating to (i) any representation made by the Buyer being
incomplete or incorrect or (ii) the breach of any warranty, covenant, agreement
or other provisions to be performed by the Buyer under this Agreement.

Section 7.3. PROCEDURE FOR INDEMNIFICATION. Any Party that makes a claim
for indemnification pursuant to Section 7.1 or 7.2 of this Agreement shall
notify the party against whom the claim is asserted in writing. This
notification shall state the amount being claimed and shall adequately describe
the facts and circumstances related to the claim. Any party who becomes the
subject of a claim for indemnification under this Article VII shall have the
right to (i) join, at its own costs and expense, the defense of the claim,
action or proceeding or (ii) take over the defense of the claim, action or
proceeding (including paying all costs and expenses) if such party agrees in
writing to be bound by the terms and promptly pay the full amount of any
liability resulting from such claim.

ARTICLE VIII

MISCELLANEOUS

Section 8.1. TERMINATION OF AGREEMENT. (a) The Buyer and the Sellers may
terminate this Agreement by mutual written consent at any time prior to the
Closing.

(b) If the Buyer is not reasonably satisfied with the results of its
continuing business, legal and accounting due diligence regarding the Company,
it may terminate this Agreement by giving written notice to the Sellers on or
before 15 days prior to the date of the Closing.

Section 8.2. NATURE OF CERTAIN OBLIGATIONS. The representations,
warranties and covenants in this Agreement are joint and several obligations.
This means that each Seller will be responsible for the entirety of any
liability the Buyer may incur as a result of any breach thereof. The
representations, warranties and covenants of the parties contained in this
Agreement shall survive any investigation thereof by the party to which such
representation, warranty or covenant is made and the Closing.

Section 8.3. ENTIRE AGREEMENT. This Agreement (including the documents
referred to herein) constitutes the entire agreement among the parties and
supersedes any prior understandings, agreements or representations by or among
the parties whether written or oral.

Section 8.4. SUCCESSION AND ASSIGNMENT. This Agreement shall be binding
upon and inure to the benefit of the parties named herein and their respective
successors and assigns. No party may assign either this Agreement or any of his
or its rights, interests or obligations hereunder without the prior written
approval of the Buyer and the Sellers.

11
<PAGE>

Section 8.5. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

Section 8.6. HEADINGS. The section headings contained in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 8.7. NOTICES. All notices, requests, demands, claims and other
communications hereunder will be in writing. Any notice, request, demand, claim
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by national overnight delivery service or by
registered or certified mail, return receipt requested, postage prepaid, and
addressed to the intended recipient at the address set forth below such parties
name on the signature page hereto. Any party may send any notice, request,
demand, claim or other communication hereunder to the intended recipient at the
address set forth above using any other means (including personal delivery,
expedited courier, messenger service, telecopy, telex, ordinary mail or
electronic mail), but no such notice, request, demand, claim or other
communication shall be deemed to have been duly given unless and until it
actually is received by the intended recipient. Any party may change the
address to which notices, requests, demands, claims and other communications
hereunder are to be delivered by giving the other parties notice in the manner
herein set forth.

Section 8.8. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Nebraska without
giving effect to any choice or conflict of law provision or rule that would
cause the application of the laws of any jurisdiction other than the State of
Nebraska.

Section 8.9. AMENDMENTS AND WAIVERS. No amendment of any provision of
this Agreement shall be valid unless the same shall be in writing and signed by
the Buyer and the Sellers. No waiver by any party of any default,
misrepresentation or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation or breach of warranty or covenant hereunder or affect
in any way any rights arising by virtue of any prior or subsequent such
occurrence.

Section 8.10. SEVERABILITY. Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.

Section 8.11. INCORPORATION OF EXHIBITS AND SCHEDULES. The Exhibits and
Schedules identified in this Agreement are incorporated herein by reference and
made a part hereof.

Section 8.12. CONSTRUCTION. Whenever the context requires, the use in
this Agreement of a pronoun of any gender shall be deemed to refer also to the
other gender, and the use of the

<PAGE>

singular shall be deemed to refer also to the plural. Any reference to any
federal, state, local or foreign statute or law shall be deemed also to refer to
all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without limitation.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

TRANSTERRA CO.

/s/ Robert T. Slezak
----------------------------------------
By: Robert T. Slezak
-------------------------------------
Title: Vice President & CFO
----------------------------------
Address: PO Box 3288
--------------------------------
Omaha NE 68105-0288
----------------------------------------

ALL AMERICAN BROKERS, INC.

/s/ John J. Duffy
----------------------------------------
By: John J. Duffy
-------------------------------------
Title: President
----------------------------------
Address: 1015 Center St
--------------------------------
Santa Cruz, CA 95060
----------------------------------------

JOHN DUFFY
SHARES OWNED: 50,000

/s/ John J. Duffy
----------------------------------------
Address: 1015 Center St
--------------------------------
Santa Cruz, CA 95060
----------------------------------------

MARY HERMANSKY
SHARES OWNED: 50,000

/s/ Mary Humansky
----------------------------------------
Address: 1015 Center St
--------------------------------
Santa Cruz, CA 95060
----------------------------------------

<PAGE>

EXHIBIT A

DEFINITIONS

Terms used in this Agreement, but not otherwise defined, shall have the
respective meanings set forth below:

"AGREEMENT" has the meaning set forth in the preface.

"BUYER" has the meaning set forth in the preface.

"CLOSING" has the meaning set forth in Section 2.3.

"CLOSING DATE" has the meaning set forth in Section 2.3.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMPANY" has the meaning set forth in the preface.

"EMPLOYEE BENEFIT PLAN" means any (a) nonqualified deferred compensation or
retirement plan or arrangement which is an Employee Pension Benefit Plan, (b)
qualified defined contribution retirement plan or arrangement which is an
Employee Pension Benefit Plan, (c) qualified defined benefit retirement plan or
arrangement which is an Employee Pension Benefit Plan (including any
Multiemployer Plan) or (d) Employee Welfare Benefit Plan or material fringe
benefit plan or program.

"KNOWLEDGE" means actual knowledge after reasonable investigation.

"LIABILITY" means any liability, obligation, loss, damages, penalties,
actions, judgements, claims, suits costs, fees, expenses and disbursements,
including reasonable attorney fees which may be imposed upon any person (whether
known or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
and whether due or to become due).

"NASD" has the meaning set forth in Section 4.2.

"NET CASH ASSETS" has the meaning set forth in Section 1.2.

"NONCOMPETITION PAYMENT" has the meaning set forth in Section 5.2.

"PARTIES" has the meaning set forth in the preface above.

"PARTY" has the meaning set forth in the preface above.

<PAGE>

"PERSON" means an individual or any legal entity whatsoever, including a
partnership, corporation, association, joint stock company, trust, joint
venture, unincorporated organization or governmental entity (or any department,
agency or political subdivision thereof.

"PURCHASE PRICE" has the meaning set forth in Section 2.2.

"SELLER" has the meaning set forth in the preface.

"SERVICE FEES" has the meaning set forth in Section 5.2.

"STOCK" means all of the issued and outstanding shares of the Company's
capital stock, no par value.

"TAX" means any federal, state, local or foreign income, gross receipts,
license, payroll, employment, excise, severance, stamp, occupation, premium,
windfall profits, environmental (including taxes under Code Sec. 59A), customs
duties, capital stock, franchise, profits, withholding, social security (or
similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum,
estimated or other tax of any kind whatsoever, including any interest, penalty
or addition thereto, whether disputed or not.

"TAX RETURN" means any return, declaration, report, claim for refund or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

"TREASURY REGULATION" means the regulations issued by the Treasury
Department pursuant to authority granted in the Code.

A-2

<PAGE>

TRANSTERRA CO.

PROMISSORY NOTE

Note Date JUNE 7, 1994 $ 430,000.00
---------------------------------- ----------------------
PRINCIPAL AMOUNT
Maturity Date JUNE 30, 2002
------------------------------

JOHN JOE RICKETTS ("Maker") promises to pay to the order of TransTerra Co.
("Company") at any of its offices, the principal sum hereof, which shall be
$430,000.00.

Interest shall accrue on the outstanding principal amount from and including the
Note Date above to the Maturity Date at the rate of .50% per annum over the
rate in effect from time to time and designated by Company as its "Base Rate".

Interest shall be computed on the basis of actual days elapsed and a year of 360
days. The unpaid principal and interest due on this Note at maturity (whether
the Note matures by demand, acceleration, lapse of time or otherwise) shall bear
interest at the lesser of 6% per annum above the interest rate stated above, or
the highest rate allowed by law.

Principal and interest shall be paid in equal installments of principal of
$4,500.00 each (except final installment shall be balance due) plus interest
beginning JUNE 30, 1994 and on the LAST day of each MONTH thereafter. Final
installment due on Maturity Date.

This Note is subject to the terms and conditions printed the reverse side, and
any applicable loan agreement.

A credit agreement must be in writing to be enforceable under Nebraska law. To
protect you and us from any misunderstandings or disappointments, any contract,
promise, undertaking, or offer to forebear repayment of money or to make any
other financial accommodation in connection with this loan of money or grant or
extension of credit, or any amendment of, cancellation of, waiver of, or
substitution for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

/s/ JOHN JOE RICKETTS , Individually
- ---------------------------
John Joe Ricketts

9102 HICKORY STREET
OMAHA, NE 68124
- ---------------------------
MAKER'S ADDRESS

Witnessed By:

/s/ THOMAS PLEISS
- ---------------------------

ACKNOWLEDGMENT

State of NEBRASKA )
---------------
) SS
County of DOUGLAS )
--------------

Subscribed and sworn to by JOHN JOE RICKETTS before me on JUNE 7, 1994.

/s/ ROBERT H. FOWLER
-------------------------------------
NOTARY PUBLIC

[SEAL]
<PAGE>

TERMS AND CONDITIONS

1. Maker shall reimburse Company for all expenses incurred in protecting or
enforcing its rights.

Maker's liability under its Obligations ("all Maker's existing and future
obligations of whatever nature and whenever incurred to Company") shall not
be affected by any of the following:

- Acceptance or retention by Company of other property or interests
as security for the Obligations, or for the liability of any
person other than a Maker with respect to the Obligations;

- Any release, extension, renewal, modification or compromise of
any of the Obligations or the liability of any obligator thereon;
or

- Failure by Company to resort to other security or any person
liable for the Obligations.

Each Maker specifically consents to multiple renewals or extensions of the
Obligations. This Note shall be deemed extended through the date of any
advance made by Company after the original maturity hereof; and any such
advance shall constitute principal due under this Note.

2. REPRESENTATION, WARRANTIES AND COVENANTS. Each Maker represents, warrants
and covenants as follows:

This Note and the real estate lien or mortgage, if any, securing the Note
have been duly authorized, executed and delivered by the Maker and
constitute legal, valid and binding Obligations of Maker.

This Note evidences a loan for business or agricultural purposes.

Maker will provide business reports and with such frequency as Company
shall request; and

Maker agrees to pay all costs of collection in connection with this Note,
including reasonable attorney's fees and legal expenses.

3. DEFAULTS AND REMEDIES. Upon the occurrence of one or more of the following
events of default:

- Maker fails to pay when due any of the Obligations, or to perform
or rectify breach of, any warranty or other undertaking by Maker
in this Note or the other Obligations; or breaches any other
covenant or condition described in any other document;

- Any Maker, endorser, surety, or guarantor of any of the
Obligations dies, ceases to exist, makes an assignment for the
benefit of creditors, becomes insolvent or the subject of
bankruptcy or insolvency proceedings;

- Any representation made to induce Company to extend credit under
this Note or otherwise is false in any material respect when
made;

- A material adverse change, in the opinion of Company, occurs in
the financial or business condition of any Maker or of any
endorser, surety or guarantor of this Note;

- The entry of a judgment against any Maker;

- Filing of any lien against any Maker;

- The taking possession of any substantial part of the property of
any Maker at the instance of any governmental authority;

- The dissolution, merger, consolidation, or reorganization of any
Maker, or other entity liable for this Obligation;

- Any other event occurs which causes Company in good faith to deem
itself insecure;

then in such event, all of the Obligations shall, at the option of Company
and without notice or demand, mature and become immediately due and
payable; and Company shall have all rights and remedies for default
provided by the Uniform Commercial Code, and any other applicable law
and/or the Obligations.

All costs and expenses incurred by Company in enforcing its rights under
this Note or any mortgage or other lien, endorsement, surety agreement,
guarantee relating thereto are the obligations of Maker and are immediately
due and payable. Interest shall accrue on such costs and expenses from the
date of incurrence at the rate specified herein for delinquent Note
payments. Each maker, endorser, surety and guarantor hereby waives
presentment, protest, demand, notice of dishonor, and the defense of any
statue of limitations.

4. GENERAL. Without affecting the liability of any Maker, endorser, surety,
or guarantor, the holder may, without notice, renew or extend the time for
payment, accept partial payments, release or impair any collateral security
for the payment of this Note or agree to sue any party liable on it.

Subject to rights afforded by law, Company may, at any time and for any
reason, charge to or off-set against any amount then on deposit in any
account (including a savings certificate), whether or not then due, any and
all debts or liabilities (sole, several, joint, or joint and severable,
absolute or contingent, due or not due, liquidated or unliquidated, secured
or unsecured) then owed to Company by depositor or in the case of a
multiple-party account, by any part to such multiple-party account, and
this agreement shall be construed to be the consent of depositor and any
such party for the Company to make such charge or off-set it consent be
required by any person or future law.

Bank shall not be deemed to have waived any of its rights upon or under
this Note, or under any mortgage or other lien, endorsement, surety
agreement, or guarantee unless such waivers be in writing and signed by
Company. No delay or omission on the part of Company in exercising any
right shall operate as a waiver of such right or any other right. A waiver
on any one occasion shall not be construed as a bar to or waiver of any
right on any future occasion. All rights and remedies of Company on
liabilities or the collateral whether evidenced hereby or by any other
instrument or papers shall be cumulative and may be exercised singularly or
concurrently.

Maker, if more than one, shall be jointly or severally liable hereunder and
all provisions hereof regarding the liabilities or security of Maker shall
apply to any liability or any security of any or all of them. This
agreement shall be binding upon the heirs, executors, administrators,
assigns or successors of Maker; shall constitute a continuing agreement,
applying to all future as well as existing transactions, whether or not of
the character contemplated at the date of this Note, and if all
transactions between Company and Maker shall be at any time closed, shall
be equally applicable to any new transactions thereafter; shall benefit
Company, its successors, and assigns; and shall so continue in force not
withstanding any change in any partnership party hereto, whether such
change occurs through death, retirement or otherwise.

If any party of this Note is a married person, such person or persons
hereby separately charges his or her separate estate, including both that
now owned and that hereafter acquired, with the payment of this Note.

This Note shall be construed according to the laws of the State of
Nebraska.

Unless the content otherwise requires, all terms used herein which are
defined in the Uniform Commercial Code shall have the meanings therein
stated.

Any provision of this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

<PAGE>

[CHECK]

$173,000.00 September 5, 1995
On demand after date I promise to pay to
the order of TransTerra Co.
One hundred seventy three thousand and no/100 Dollars
at Omaha, Nebraska
Value received with interest at 7-1/4 percent per annum through 9/30/95.
Interest will be adjusted to AmeriTrade broker call rate on 3/31, 6/30, 9/30
and 12/31 during the term of this loan.
No. ----- Due on demand.
Replaces note dated 4/24/95
John Joe Ricketts

/s/ JOHN J. RICKETTS
---------------------------

<PAGE>

LOAN AGREEMENT

This Agreement, made as of the 22nd day of December, 1994, by and among
First National Bank of Omaha ("BANK"), a national banking association with
principal offices in Omaha, Nebraska; TRANSTERRA CO. ("BORROWER"), a Nebraska
corporation with principal offices in Omaha, Nebraska; AmeriTrade, Inc.
("AMERITRADE"), a Nebraska corporation with principal offices in Omaha,
Nebraska; and John Joe Ricketts ("GUARANTOR"), a resident of Douglas County,
Nebraska.

This Agreement is executed contemporaneously with a revolving promissory
note in the amount of $500,000.00 ("REVOLVING NOTE") in the form attached
hereto as Exhibit A, a term promissory note in the amount of $1,900,000.00,
("TERM NOTE") in the form attached hereto as Exhibit B (which, together with
any renewals, extensions, or modifications thereof are collectively called
"NOTES") of even date in favor of BANK by BORROWER, which are guaranteed by
GUARANTOR. The NOTES shall specify the manner of principal and interest
payments and rate of interest accrual. As collateral for the NOTES, BORROWER
has pledged a security interest in 7,559 shares of AMERITRADE capital stock
as evidenced by a pledge agreement in the form attached hereto as Exhibit C.

AMERITRADE is a wholly owned subsidiary of BORROWER. AMERITRADE has an
interest in assuring that BORROWER obtains the loan proceeds from the TERM
NOTE, to allow the investment by BORROWER in Roundtable Partners. In
consideration of BANK lending such funds to BORROWER, AMERITRADE enters into
this Agreement.

Now, Therefore, in consideration for the NOTES, and their mutual
promises made herein, the parties agree as follows:

1. MINIMUM NET CAPITAL.

AMERITRADE shall, at all times until full repayment to BANK of any and
all indebtedness due to BANK as the result of the NOTES, maintain net capital
in excess of Three Million Seven Hundred Thousand ($3,700,000.00) Dollars.
Said net capital is to be calculated according to United States Securities
and Exchange Commission Rule 15c 3-1. Failure to maintain such minimum net
capital shall constitute a default sufficient to allow BANK, at its option,
to accelerate the loan obligation represented by the NOTES.

2. MINIMUM ALTERNATE NET CAPITAL.

AMERITRADE shall maintain at all times until full repayment of all
indebtedness due to BANK by BORROWER, a minimum 5% alternate net capital
requirement of aggregate debit items as determined by United States
Securities and Exchange Commission Rule 15c-3. Though the Securities and
Exchange Commission requires AMERITRADE to maintain an alternate net capital
requirement of 2% of such debit items, nonetheless, AMERITRADE agrees to
maintain a minimum 5% alternate capital requirement. Failure to maintain
such minimum net capital requirement shall constitute a default sufficient to
allow BANK, at its option, to accelerate the loan obligation represented by
the NOTES.

<PAGE>

3. CERTIFICATION OF CAPITAL COMPLIANCE.

AMERITRADE and BORROWER shall provide monthly certification of
AMERITRADE'S compliance with the alternate minimum capital requirement by
providing to BANK a signed copy of the documents furnished to the Securities
and Exchange Commission, wherein AMERITRADE computes alternate capital
requirements pursuant to United States Securities and Exchange Commission
Rule 15c 3-1 and computation of determination of reserve requirement pursuant
to United States Securities and Exchange Commission Rule 15c 3-3.

4. MINIMUM NET WORTH.

BORROWER shall, at all times until full repayment to BANK of any and all
indebtedness due to BANK as the result of the NOTES, maintain net worth in
excess of Seven Million Five Hundred Thousand ($7,500,000.00) Dollars. Said
net worth is to be calculated according to generally accepted accounting
principles ("GAAP"). Failure to maintain such minimum net worth shall
constitute a default in repayment sufficient to allow BANK, at its option, to
accelerate the loan obligation represented by the NOTES.

5. BORROWING PROHIBITION.

Neither AMERITRADE nor BORROWER shall borrow additional funds during the
term of the loan evidenced by the NOTES, except such loans and borrowings as
are collateralized only by AMERITRADE'S securities, unless such additional
borrowings are approved in writing by BANK.

6. ALL ISSUED STOCK.

GUARANTOR, BORROWER and AMERITRADE warrant that the capital stock of
AMERITRADE transferred by the pledge agreement dated April 24, 1992 to BANK
constitutes all of the issued and outstanding capital stock of AMERITRADE.

7. NEGATIVE PLEDGE.

Neither GUARANTOR nor BORROWER shall directly, or indirectly, sell,
pledge, convey, or otherwise dispose of any shares of capital stock, nor all
or any substantial part of such entity's assets.

8. MONTHLY FINANCIAL STATEMENTS.

AMERITRADE and BORROWER shall provide within twenty days after the close
of each monthly accounting period in each fiscal year income statements for
such month and balance sheets as of the close of such month in reasonable
detail, subject to normal year-end audit adjustments prepared in accordance
with GAAP.

<PAGE>

9. ANNUAL FINANCIAL AUDITS.

AMERITRADE and BORROWER shall provide BANK within ninety days after the
close of each fiscal year income statements of such fiscal year and balance
sheets as of the close of such fiscal year in reasonable detail, subject to
normal year-end audit adjustments prepared in accordance with GAAP.

10. COMMITMENT FEE.

BORROWER shall pay to BANK on a quarterly basis a fee computed daily at
rate of one-half percent (1/2%) of the difference between the maximum
borrowing available under the REVOLVING LOAN and paid for the actual days
elapsed.

11. DEFAULT.

If one or more of the following events shall have occurred and be
continuing:

a. BORROWER shall fail to pay when due to BANK any sum required by
NOTES;

b. BORROWER, GUARANTOR, or AMERITRADE shall fail to observe any
covenant contained herein or in any other document executed in connection
with the NOTES;

c. Any material representation, warranty, certification or statement
made by BORROWER, AMERITRADE or GUARANTOR in this Agreement or in any
document delivered pursuant to this Agreement shall prove to be incorrect
in any material respect when made or deemed made, then, in such event,
at the option of BANK, without further notice to BORROWER, AMERITRADE or
GUARANTOR, the NOTES, together with accrued interest thereon shall become
immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by BORROWER,
AMERITRADE, and GUARANTOR.

12. CONSENT AND RATIFICATION.

GUARANTOR consents to this Agreement, and by his execution hereof
ratifies and confirms his executed written guarantee of BORROWER'S
obligations.

<PAGE>

In witness whereof the parties set their hands as of the date first written
above.

TransTerra Co. AmeriTrade, Inc.

by /s/ John J. Ricketts by /s/ John J. Ricketts
--------------------------- --------------------------------
Its Chairman Its Chairman
------------------------- ------------------------------

First National Bank of Omaha

by /s/ James P. Bonham
---------------------------
Its Vice President
--------------------------

/s/ John J. Ricketts
- ------------------------------
John Joe Ricketts, Guarantor

g:loanagrmt/TERRA

<PAGE>

----------------------------
MAKER
----------------------------

[LOGO]
FIRST NATIONAL BANK TransTerra Co. PROMISSORY
OF OMAHA NOTE

---------- ADDRESS --------
119 S. 19th St PO Box 3288
Omaha, NE 68103-0288 Dec 22 1994

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT INTEREST RATE NOTE DATE MATURITY DATE OBLIGOR # NOTE #
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
$1,900,000.00 VARIABLE 12/22/94 01/31/97 2000000367 #5 C5
REG BASE
- -------------------------------------------------------------------------------------------------------
</TABLE>

Maker promises to pay to the order of First National Bank of Omaha ("Bank")
at any of its offices, the principal sum hereof, which shall be:
(NON-REVOLVING) THE LESSER OF ONE MILLION NINE HUNDRED THOUSAND AND NO/100
DOLLARS OR SO MUCH THEREOF AS MAY HAVE BEEN ADVANCED BY BANK.

Interest shall accrue on the outstanding principal amount from and including
the Note Date above to the Maturity Date at the rate of: THE RATE IN EFFECT
FROM TIME TO TIME AND DESIGNATED BY BANK AS ITS REGIONAL BASE RATE ('BASE
RATE').

Interest shall be computed on the basis of actual days elapsed and a year of
360 days. The unpaid principal and interest due on this Note at maturity
(whether the Note matures by demand, acceleration, lapse of time or otherwise)
shall bear interest at the lesser of 6% per annum above the interest rate
stated above, or the highest rate allowed by law.

Principal and interest shall be paid as follows: IN EQUAL INSTALLMENTS OF
PRINCIPAL OF $79,000.00 EACH (EXCEPT FINAL INSTALLMENT SHALL BE BALANCE DUE)
PLUS INTEREST BEGINNING JANUARY 31, 1995 AND ON THE SAME DAY OF EACH MONTH
THEREAFTER. FINAL INSTALLMENT DUE ON MATURITY DATE.

Related Documents: Maker has signed the following documents in connection
with this Note;
SECURITY AGREEMENT(S) DATED 04-24-92 (S&PI) COVERING STOCK.

LOAN AGREEMENT DATED 12-22-94 & ALL AMENDMENTS THEREOF.

- ------------------------------------------------------------------------------
THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THE REVERSE SIDE,
AND ANY APPLICABLE LOAN AGREEMENT.
- ------------------------------------------------------------------------------
A credit agreement must be in writing to be enforceable under Nebraska law.
To protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money
or grant or extension of credit, or any amendment of, cancellation of, waiver
of, or substitution for any or all of the terms or provisions of any
instrument or document executed in connection with this loan of money or
grant or extension of credit, must be in writing to be effective.

Witnessed By: TransTerra Co.

/s/ James P. Bonham By: /s/ John Joe Ricketts Title: Chairman
- ------------------- --------------------- --------

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Officer Initials Officer # Cost Center New/Renewal Prepared By MEMO CALC TYPE LOAN CALC ID
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
126-JPB 101010 NEW njf Lvl Princ #4 2000000367/5
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

TERMS AND CONDITIONS

1. Maker shall reimburse Bank for all expenses incurred in protecting or
enforcing its rights.
Maker's liability under its Obligations ("all Maker's existing and future
obligations of whatever nature and whenever incurred to Bank") shall not
be affected by any of the following:
- Acceptance or retention by Bank of other property or interests as
security for the Obligations, or for the liability of any person other
than a Maker with respect to the Obligations;
- Any release, extension, renewal, modification or compromise of any of
the Obligations or the liability of any obligor thereon; or
- Failure by Bank to resort to other security or any person liable for the
Obligations.
Each maker specifically consents to multiple renewals or extensions of the
Obligations. This Note shall be deemed extended through the date of any
advance made by Bank after the original maturity hereof; and any such advance
shall constitute principal due under this Note.

2. REPRESENTATION, WARRANTS AND COVENANTS. Each Maker represents, warrants
and covenants as follows:
This Note, security agreement, deed of trust, mortgage, or other lien
document(s), if any, securing the Note have been duly authorized, executed
and delivered by the Maker and constitute legal, valid and binding
Obligations of Maker.
This Note evidences a loan for business or agricultural purposes.
Maker will provide business reports and with such frequency as Bank shall
request; and
Maker agrees to pay all costs of collection in connection with this Note,
including reasonable attorneys' fees and legal expenses.

3. DEFAULTS AND REMEDIES. Upon the occurrence of one or more of the following
events of default:
- Maker fails to pay when due any of the Obligations, or to perform or
rectify breach of, any warranty or other undertaking by Maker in this
Note or the other Obligations; or breaches any other covenant or condition
described in any other document;
- Any Maker, endorser, surety, or guarantor of any of the Obligations
dies, ceases to exist, makes an assignment for the benefit of creditors,
becomes insolvent or the subject of bankruptcy or insolvency proceedings;
- Any representation made to induce Bank to extend credit under this Note
or otherwise is false in any material respect when made;
- A material adverse change, in the opinion of Bank, occurs in the
financial or business condition of any Maker or of any endorser, surety or
guarantor of this Note;
- The entry of a judgment against any Maker;
- Filing of any lien against any Maker;
- The taking possession of any substantial part of the property of any
Maker at the instance of any governmental authority;
- The dissolution, merger, consolidation, or reorganization of any Maker,
or other entity liable for this Obligation;
- Any other event occurs which causes Bank in good faith to deem itself
insecure;

then in such event, all of the Obligations shall, at the option of Bank
and without notice or demand, mature and become immediately due and payable;
and Bank shall have all rights and remedies for default provided by the
Uniform Commercial Code, and any other applicable law and/or the Obligations.

All costs and expenses incurred by Bank in enforcing its rights under this
Note or any mortgage or other lien, endorsement, surety agreement, guarantee
relating thereto are the obligations of Maker and are immediately due and
payable. Interest shall accure on such costs and expenses from the date of
incurrence at the rate specified herein for delinquent Note payments. Each
Maker, endorser, surety and guarantor hereby waives presentment, protest,
demand, notice of dishonor, and the defense of any statute of limitations.

Subject to rights afforded by law, Bank may, at any time and for any
reason, charge to or off-set against any amount then on deposit in any
account (including a savings certificate), whether or not then due, any and
all debts or liabilities (sole, several, joint, or joint and severable,
absolute or contingent, due or not due, liquidated or unliquidated, secured
or unsecured) then owed to Bank by depositor or in the case of a
multiple-party account, by any party to such multiple-party account, and
this agreement shall be construed to be the consent of depositor and any
such party for the Bank to make such charge or off-set if consent be
required by any person or future law.

Bank shall not be deemed to have waived any of its rights upon or under
this Note, or under any mortgage or other lien, endorsement, surety
agreement, or guarantee unless such waivers be in writing and signed by
Bank. No delay or omission on the part of Bank in exercising any right shall
operate as a waiver of such right or any other right. A waiver on any one
occasion shall not be construed as a bar to or waiver of any right on any
future occasion. All rights and remedies of Bank on liabilities or the
collateral whether evidenced hereby or by any other instrument or papers
shall be cumulative and may be exercised singularly or concurrently.

Maker, if more than one, shall be jointly and severally liable hereunder
and all provisions hereof regarding the liabilities or security of Maker
shall apply to any liability or any security of any or all of them. This
agreement shall be binding upon the heirs, executors, administrators, assigns
or successors of Maker; shall constitute a continuing agreement, applying to
all future as well as existing transaction, whether or not of the character
contemplated at the date of this Note, and if all transactions between Bank
and Maker shall be at any time closed, shall be equally applicable to any
new transactions thereafter; shall benefit Bank, its successors, and
assigns; and shall so continue in force notwithstanding any change in any
partnership party hereto, whether such change occurs through death,
retirement or otherwise.

If any party of this Note is a married person, such person or persons
hereby separately charges his or her separate estate, including both that now
owned and that hereafter acquired, with the payment of this Note.

This Note shall be construed according to the laws of the State of Nebraska.

Unless the content otherwise requires, all terms used herein which are
defined in the Uniform Commercial Code shall have the meanings therein
stated.

Any provision of this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

<PAGE>
------------------------------------
MAKER
------------------------------------

[LOGO] TransTerra Co. PROMISSORY
NOTE

-----------ADDRESS-------------
119 S. 19 St. PO Box 3288
Omaha, NE 68103-0288

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT INTEREST RATE NOTE DATE MATURITY DATE OBLIGOR # NOTE #
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$500,000.00 VARIABLE 01/31/95 01/31/96 2000000367 C#4 L#4
REG BASE
- -------------------------------------------------------------------------------------------
</TABLE>
Maker promises to pay to the order of First National Bank of Omaha ('Bank')
at any of its offices, the principal sum hereof, which shall be: (REVOLVING)
THE LESSER OF FIVE HUNDRED THOUSAND AND NO/100 DOLLARS OR SO MUCH THEREOF AS
MAY HAVE BEEN ADVANCED BY BANK. THE MAKER MAY BORROW, REPAY WITHOUT PENALTY,
AND REBORROW FROM NOTE DATE UNTIL MATURITY DATE, EITHER THE FULL AMOUNT OF
THIS LOAN OR ANY LESSER SUM.

Interest shall be computed on the basis of actual days elapsed and a year of
360 days. The unpaid principal and interest due on this Note at maturity
(whether the Note matures by demand, acceleration, lapse of time or
otherwise) shall bear interest at the lesser of 6% per annum above the
interest rate stated above, or the highest rate allowed by law.

Principal and interest shall be paid as follows: PRINCIPAL DUE ON MATURITY
DATE, INTEREST DUE MONTHLY BEGINNING FEBRUARY 28, 1995 AND ON THE SAME DAY OF
EACH MONTH THEREAFTER.

Related Documents: Maker has signed the following documents in connection
with this Note:

SECURITY AGREEMENT(S) DATED 04/24/92 (S&PI) COVERING STOCK.

LOAN AGREEMENT DATED 05/05/94 & 12/22/94 & ALL AMENDMENTS THEREOF.

- ------------------------------------------------------------------------------
This Note is subject to the terms and conditions printed on the
reverse side, and any applicable loan agreement.
- ------------------------------------------------------------------------------
A credit agreement must be in writing to be enforceable under Nebraska law.
To protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money
or grant or extension of credit, or any amendment of, cancellation of, waiver
of, or substitution for any or all of the terms or provisions of any
instrument or document executed in connection with this loan of money or
grant or extension of credit, must be in writing to be effective.

Witnessed By: TransTerra Co.

/s/ J.P. Bonham By: /s/ John Joe Ricketts Title: Chairman
- ------------------- --------------------- --------

EXHIBIT A-1

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Officer Initials Officer # Cost Center New/Renewal Prepared By MEMO CALC TYPE LOAN CALC ID
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
126-JPB 101010 R njf Int Only #5 2000000367/C#4

- --------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

TERMS AND CONDITIONS

1. Maker shall reimburse Bank for all expenses incurred in protecting or
enforcing its rights.
Maker's liability under its Obligations ("all Maker's existing and future
obligations of whatever nature and whenever incurred to Bank") shall not be
affected by any of the following:
- Acceptance or retention by Bank of other property or interests as security
for the Obligations, or for the liability of any person other than a
Maker with respect to the Obligations;
- Any release, extension, renewal, modification or compromise of any of
the Obligations or the liability of any obligor thereon; or
- Failure by Bank to resort to other security or any person liable for
the Obligations.
Each maker specifically consents to multiple renewals or extensions of the
Obligations. This Note shall be deemed extended through the date of any
advance made by Bank after the original maturity hereof; and any such advance
shall constitute principal due under this Note.

2. REPRESENTATION, WARRANTIES AND COVENANTS. Each Maker represents, warrants
and covenants as follows:
This Note, security agreement, deed of trust, mortgage, or other lien
document(s), if any, securing the Note have been duly authorized, executed
and delivered by the Maker and constitute legal, valid and binding
Obligations of Maker.
This Note evidences a loan for business or agricultural purposes.
Maker will provide business reports and with such frequency as Bank shall
request; and
Maker agrees to pay all costs of collection in connection with this Note,
including reasonable attorneys' fees and legal expenses.

3. DEFAULTS AND REMEDIES. Upon the occurrence of one or more of the following
events of default:
- Maker fails to pay when due any of the Obligations, or to perform or
rectify breach of, any warranty or other undertaking by Maker in this Note
or the other Obligations; or breaches any other covenant or condition
described in any other document;
- Any Maker, endorser, surety, or guarantor of any of the Obligations dies,
ceases to exist, makes an assignment for the benefit of creditors, becomes
insolvent or the subject of bankruptcy or insolvency proceedings;
- Any representation made to induce Bank to extend credit under this Note or
otherwise is false in any material respect when made;
- A material adverse change, in the opinion of Bank, occurs in the financial
or business condition of any Maker or of any endorser, surety or guarantor
of this Note;
- The entry of a judgment against any Maker;
- Filing of any lien against any Maker;
- The taking possession of any substantial part of the property of any Maker
at the instance of any governmental authority;
- The dissolution, merger, consolidation, or reorganization of any Maker, or
other entity liable for this Obligation;
- Any other event occurs which causes Bank in good faith to deem itself
insecure;

then in such event, all of the Obligations shall, at the option of Bank and
without notice or demand, mature and become immediately due and payable; and
Bank shall have all rights and remedies for default provided by the Uniform
Commercial Code, and any other applicable law and/or the Obligations.

All costs and expenses incurred by Bank in enforcing its rights under this
Note or any mortgage or other lien, endorsement, surety agreement, guarantee
relating thereto are the obligations of Maker and are immediately due and
payable. Interest shall accrue on such costs and expenses from the date of
incurrence at the rate specified herein for delinquent Note payments. Each
Maker, endorser, surety and guarantor hereby waives presentment, protest,
demand, notice of dishonor, and the defense of any statute of limitations.

4. GENERAL. Without affecting the liability of any Maker, endorser, surety, or
guarantor, the holder may, without notice, renew or extend the time for
payment, accept partial payments, release or impair any collateral security
for the payment of this Note or agree to sue any party liable on it.

Subject to rights afforded by law, Bank may, at any time and for any reason,
charge to or off-set against any amount then on deposit in any account
(including a savings certificate), whether or not then due, any and all debts
or liabilities (sole, several, joint, or joint and severable, absolute or
contingent, due or not due, liquidated or unliquidated, secured or
unsecured) then owed to Bank by depositor or in the case of a multiple-party
account, by any party to such multiple-party account, and this agreement
shall be construed to be the consent of depositor and any such party for the
Bank to make such charge or off-set if consent be required by any person or
future law.

Bank shall not be deemed to have waived any of its rights upon or under this
Note, or under any mortgage or other lien, endorsement, surety agreement, or
guarantee unless such waivers be in writing and signed by Bank. No delay or
omission on the part of Bank in exercising any right shall operate as a
waiver of such right or any other right. A waiver on any one occasion shall
not be construed as a bar to or waiver of any right on any future occasion.
All rights and remedies of Bank on liabilities or the collateral whether
evidenced hereby or by any other instrument or papers shall be cumulative and
may be exercised singularly or concurrently.

Maker, if more than one, shall be jointly and severally liable hereunder and
all provisions hereof regarding the liabilities or security of Maker shall
apply to any liability or any security of any or all of them. This
agreement shall be binding upon the heirs, executors, administrators,
assigns or successors of Maker; shall constitute a continuing agreement,
applying to all future as well as existing transaction, whether or not of
the character contemplated at the date of this Note, and if all
transactions between Bank and Maker shall be at any time closed, shall be
equally applicable to any new transactions thereafter; shall benefit Bank,
its successors, and assigns; and shall so continue in force not
withstanding any change in any partnership party hereto, whether such
change occurs through death, retirement or otherwise.

This Note shall be construed according to the laws of the State of Nebraska.

Unless the content otherwise requires, all terms used herein which are
defined in the Uniform Commercial Code shall have the meanings therein
stated.

EXHIBIT A-2

<PAGE>

--------------------------------
MAKER
--------------------------------

[LOGO] TransTerra Co. PROMISSORY
NOTE

-----------ADDRESS-------------
119 S. 19th St. PO Box 3288
Omaha, NE 68103-0288

Maker promises to pay to the order of First National Bank of Omaha ('Bank')
at any of its offices, the principal sum hereof, which shall be:
(NON-REVOLVING) THE LESSER OF ONE MILLION NINE HUNDRED THOUSAND AND NO/100
DOLLARS OR SO MUCH THEREOF AS MAY HAVE BEEN ADVANCED BY BANK.

Interest shall be computed on the basis of actual days elapsed and a year of
360 days. The unpaid principal and interest due on this Note at maturity
(whether the Note matures by demand, acceleration, lapse of time or
otherwise) shall bear interest at the lesser of 6% per annum above the
interest rate stated above, or the highest rate allowed by law.

Related Documents: Maker has signed the following documents in connection
with this Note:
SECURITY AGREEMENT(S) DATED 04/24/92 (S&PI) COVERING STOCK.

LOAN AGREEMENT DATED 12/22/94 & ALL AMENDMENTS THEREOF.

- -------------------------------------------------------------------------------
This Note is subject to the terms and conditions printed on the
reverse side, and any applicable loan agreement.
- -------------------------------------------------------------------------------
A credit agreement must be in writing to be enforceable under Nebraska law. To
protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money
or grant or extension of credit, or any amendment of, cancellation of, waiver
of, or substitution for any or all of the terms or provisions of any
instrument or document executed in connection with this loan of money or
grant or extension of credit, must be in writing to be effective.

Witnessed By: TransTerra Co.

/s/ J.P. Bonham By: /s/ John Joe Ricketts Title: Chairman
- ------------------- --------------------- --------

EXHIBIT B-1
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Officer Initials Officer # Cost Center New/Renewal Prepared By MEMO CALC TYPE LOAN CALC ID
- -------------------------------------------------------------------------------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
126-JPB 101010 NEW njf Lvl Pri=nc #4 2000000367/5

- --------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

TERMS AND CONDITIONS

1. Maker shall reimburse Bank for all expenses incurred in protecting or
enforcing its rights.
Maker's liability under its Obligations ("all Maker's existing and future
obligations of whatever nature and whenever incurred to Bank") shall not be
affected by any of the following:
- Acceptance or retention by Bank of other property or interests as security
for the Obligations, or for the liability of any person other than a Maker
with respect to the Obligations;
- Any release, extension, renewal, modification or compromise of any of the
Obligations or the liability of any obligor thereon; or
- Failure by Bank to resort to other security or any person liable for the
Obligations.

Each maker specifically consents to multiple renewals or extensions of the
Obligations. This Note shall be deemed extended through the date of any
advance made by Bank after the original maturity hereof; and any such
advance shall constitute principal due under this Note.

3. DEFAULTS AND REMEDIES. Upon the occurrence of one or more of the following
events of default:
- Maker fails to pay when due any of the Obligations, or to perform or
rectify breach of, any warranty or other undertaking by Maker in this Note
or the other Obligations; or breaches any other covenant or condition
described in any other document;
- Any Maker, endorser, surety, or guarantor of any of the Obligations dies,
ceases to exist, makes an assignment for the benefit of creditors, becomes
insolvent or the subject of bankruptcy or insolvency proceedings;
- Any representation made to induce Bank to extend credit under this Note or
otherwise is false in any material respect when made;
- A material adverse change, in the opinion of Bank, occurs in the financial
or business condition of any Maker or of any endorser, surety or guarantor
of this Note;
- The entry of a judgment against any Maker;
- Filing of any lien against any Maker;
- The taking possession of any substantial part of the property of any Maker
at the instance of any governmental authority;
- The dissolution, merger, consolidation, or reorganization of any Maker, or
other entity liable for this Obligation;
- Any other event occurs which causes Bank in good faith to deem itself
insecure;

then in such event, all of the Obligations shall, at the option of Bank and
without notice or demand, mature and become immediately due and payable;
and Bank shall have all rights and remedies for default provided by the
Uniform Commercial Code, and any other applicable law and/or the
Obligations.

All costs and expenses incurred by Bank in enforcing its rights under this
Note or any mortgage or other lien, endorsement, surety agreement,
guarantee relating thereto are the obligations of Maker and are
immediately due and payable. Interest shall accrue on such costs and
expenses from the date of incurrence at the rate specified herein for
delinquent Note payments. Each Maker, endorser, surety and guarantor
hereby waives presentment, protest, demand, notice of dishonor, and the
defense of any statute of limitations.

4. GENERAL. Without affecting the liability of any Maker, endorser, surety, or
guarantor, the holder may, without notice, renew or extend the time for
payment, accept partial payments, release or impair any collateral security
for the payment of this Note or agree to sue any party liable on it.

Subject to rights afforded by law, Bank may, at any time and for any
reason, charge to or off-set against any amount then on deposit in any
account (including a savings certificate), whether or not then due, any
and all debts or liabilities (sole, several, joint, or joint and
severable, absolute or contingent, due or not due, liquidated or
unliquidated, secured or unsecured) then owed to Bank by depositor or in
the case of a multiple-party account, by any party to such multiple-party
account, and this agreement shall be construed to be the consent of
depositor and any such party for the Bank to make such charge or off-set
if consent be required by any person or future law.

Bank shall not be deemed to have waived any of its rights upon or under this
Note, or under any mortgage or other lien, endorsement, surety agreement, or
guarantee unless such waivers be in writing and signed by Bank. No delay or
omission on the part of Bank in exercising any right shall operate as a
waiver of such right or any other right. A waiver on any one occasion shall
not be construed as a bar to or waiver of any right on any future occasion.
All rights and remedies of Bank on liabilities or the collateral whether
evidenced hereby or by any other instrument or papers shall be cumulative and
may be exercised singularly or concurrently.

Maker, if more than one, shall be jointly and severally liable hereunder
and all provisions hereof regarding the liabilities or security of Maker
shall apply to any liability or any security of any or all of them. This
agreement shall be binding upon the heirs, executors, administrators,
assigns or successors of Maker; shall constitute a continuing agreement,
applying to all future as well as existing transaction, whether or not of
the character contemplated at the date of this Note, and if all
transactions between Bank and Maker shall be at any time closed, shall be
equally applicable to any new transactions thereafter; shall benefit Bank,
its successors, and assigns; and shall so continue in force not
withstanding any change in any partnership party hereto, whether such
change occurs through death, retirement or otherwise.

If any party of this Note is a married person, such person or persons hereby
separately charges his or her separate estate, including both that now owned
and that hereafter acquired, with the payment of this Note.

This Note shall be construed according to the laws of the State of Nebraska.

Unless the content otherwise requires, all terms used herein which are
defined in the Uniform Commercial Code shall have the meanings therein
stated.

EXHIBIT B-2
<PAGE>

[LOGO] FIRST NATIONAL BANK SECURITY AGREEMENT
OF OMAHA (STOCK & PARTNERSHIP INTERESTS)

Date: April 24, 1992
-------------------------

1. The undersigned, TransTerra Co. (herein called "PLEDGOR"), for value
received, the receipt and sufficiency of which is hereby acknowledged, by
these presents hereby Conveys, Assigns, Transfers and Delivers and Grants a
Security Interest to and/or confirms that PLEDGOR has Conveyed, Assigned,
Transferred and Delivered and Granted a Security Interest to First National
Bank of Omaha, a national banking association, with offices at One First
National Center, Omaha, Nebraska (herein called "BANK"), in the following
property (herein called the "COLLATERAL"), vis:

(a) 6,595 shares of AmeriTrade, Inc. stock, certificate #18
964 shares of AmeriTrade, Inc. stock, certificate #19

(herein called the "SECURITIES"); as to shares of stock which are
described above, the stock powers executed in blank and attached to the
SECURITIES, and the income and dividends thereon, including cash and
stock dividends, stock splits and rights to subscribe, and any exchange
of any of the SECURITIES for other property upon reorganization,
recapitalization or other readjustment of the issuer thereof; in the
event that PLEDGOR receives any such property, PLEDGOR will immediately
deliver same to BANK to be held by BANK in the same manner as property
originally deposited as COLLATERAL;

(b) The proceeds of any and all property described in subparagraph (a)
above.

2. This assignment and security interest is granted to BANK to secure the
prompt and unconditional payment and performance when due of the following
(all of which is herein called the "INDEBTEDNESS"):

(a) any and all indebtednesses, obligations and liabilities of PLEDGOR to
BANK (including all claims of every nature and description of BANK
against PLEDGOR), now or hereafter existing or arising, absolute or
contingent, direct or indirect, secured or unsecured, due or to become
due, whether originally contracted with BANK or acquired in any manner
(including by way of participation) by BANK;

(b) all amounts which might be advanced by BANK to satisfy amounts
required to be paid by PLEDGOR under this Security Agreement or under
any other instrument at any time executed in connection with or as
security for the payment of any part of the INDEBTEDNESS or any amount
secured hereby or to pay any taxes, insurance premiums, liens, claims
and charges against any or all of the COLLATERAL, or any properties
covered by any instrument executed or to be executed by PLEDGOR to
secure any part of the INDEBTEDNESS or any amount secured hereby,
together with interest thereon to the extent provided;

(c) all advances, charges, costs and expenses (including reasonable
attorneys' fees and legal expenses) incurred by BANK in connection with
the transaction which gives rise to this Security Agreement, in
connection with any of the INDEBTEDNESS or any amount secured hereby
and in exercising any right, power or remedy conferred by this Security
Agreement or by law (including, but not limited to, attorneys' fees and
legal expenses incurred by BANK in the collection of instruments
deposited with or purchased by BANK and amounts incurred in connection
with the operation, maintenance or foreclosure of any or all of the
COLLATERAL);

(d) all of PLEDGOR's obligations in this Security Agreement or any other
document or agreement now or hereafter executed in connection with or
as security for any part of the INDEBTEDNESS or any amount secured
hereby; and

(e) any and all INDEBTEDNESS, obligations and liabilities of TransTerra Co.
to BANK (including all claims of every nature and description of BANK
against such person), now or hereafter existing or arising, absolute or
contingent, direct or indirect, secured or unsecured, due or to become
due, whether originally contracted with BANK or acquired in any manner
(including by way of participation) by BANK and any and all renewals,
extensions for any period, and rearrangements thereof.

REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.

PLEDGOR represents, warrants, covenants and agrees as follows:

3. As to any SECURITIES which are stock or other interest in corporations,
the SECURITIES are duly authorized, are validly issued and are validly
outstanding, are fully paid and are nonassessable, and were not issued in
violation of the preemptive rights of any person or entity or of any
agreement by which PLEDGOR or any issuer of the SECURITIES is bound. As to
any SECURITIES which are interest in partnerships, such interests are valid,
nonassessable interests in the partnerships indicated.

4. All information supplied and statements made by PLEDGOR in any financial,
credit or accounting statement or application for credit prior to,
contemporaneously with or subsequent to the execution of this Security
Agreement are and shall be true, correct, complete, valid and genuine.

5. Except for the security interest of BANK and unless otherwise agreed in
writing, PLEDGOR owns (and at the time of transfer or delivery of the
COLLATERAL to BANK owned or will own) good and indefeasible title to the
COLLATERAL free and clear of any other security interests, liens, adverse
claims or options; PLEDGOR has (and at the time of transfer or delivery of
the COLLATERAL to BANK had or will have) full right, power and authority
to convey, assign, transfer and deliver the COLLATERAL and to grant a
security interest in the COLLATERAL to BANK in the manner provided herein
and free and clear of any other security interests, liens, adverse claims
and options; no security interest or lien has been created by PLEDGOR or
is known by PLEDGOR to exist with respect to any COLLATERAL; and, to the
best of PLEDGOR's information and belief, no financing statement or other
security instrument is on file in any jurisdiction covering any COLLATERAL.

6. The SECURITIES which evidence interests in corporations were properly
issued, drawn, made and/or accepted and are genuine; the issuer, drawer,
maker, and/or acceptor thereof has no defenses (including defenses of any
party which would be available in an action on a simple contract and the
defenses of want or failure of consideration, non-performance of any
condition precedent, non-delivery, or delivery for a special purpose), right
of set off or claims to the securities; PLEDGOR has no knowledge that the
signature of the issuer, drawer, maker and/or acceptor is unauthorized; none
of the SECURITIES has been materially altered; all signatures on each of the
SECURITIES are genuine or authorized; no defense of any party is good
against PLEDGOR; PLEDGOR has no knowledge of any insolvency proceedings
instituted with respect to the issuer, maker and/or acceptor of the
SECURITIES; PLEDGOR's transfer of the SECURITIES to BANK is effective and
rightful; and PLEDGOR knows of no fact which might impair the validity of
the SECURITIES.

7. PLEDGOR agrees to pay prior to any delinquency all taxes, charges, liens
and assessments against the COLLATERAL, and upon the failure of PLEDGOR to
do so, BANK at its option may pay any of them and shall be the sole judge
of the legality or validity thereof and the amount necessary to discharge
the same.

8. PLEDGOR will at all times maintain with BANK COLLATERAL of a character and
value satisfactory to BANK. If at any time any of the COLLATERAL shall
depreciate in character or value or otherwise be unsatisfactory to BANK,
BANK in its discretion may demand such further COLLATERAL or such payment
on account of the INDEBTEDNESS as will be satisfactory to BANK.

<PAGE>

9. BANK shall be deemed to have possession of any of the COLLATERAL in
transit to it or set apart by it.

10. PLEDGOR will sign, execute, deliver and file, alone or with BANK, any
financing statement, security agreements or other documents or procure any
document as may be requested by BANK from time to time to confirm, perfect
and preserve the security interest created hereby, and in addition, PLEDGOR
hereby authorizes BANK to execute and deliver on behalf of PLEDGOR and to
file such financing statements, security agreements and other documents
without the signature of PLEDGOR. PLEDGOR shall do all such additional and
further acts, things, deeds, give such assurances and execute such
instruments as BANK requires to vest more completely in and assure to BANK
its rights under this Security Agreement. At the option of BANK, a carbon,
photographic or other reproduction of this Security Agreement or of a
financing statement covering the COLLATERAL shall be sufficient as a
financing statement and may be filed as a financing statement.

11. PLEDGOR will transmit to BANK promptly all information that PLEDGOR may
have or receive (i) with respect to the COLLATERAL or (ii) with respect to
obligors of the COLLATERAL which might in any way affect the value of the
COLLATERAL or BANK's rights or remedies with respect thereto.

12. Unless otherwise agreed in writing, PLEDGOR will not pledge, mortgage,
otherwise encumber, create or suffer a security interest to exist in, any
of the COLLATERAL (other than in favor of BANK) or sell, assign or
otherwise transfer any of the COLLATERAL to or in favor of anyone other
than BANK, and PLEDGOR will not file or permit to be filed any financing
statement or other security instrument with respect to the COLLATERAL other
than in favor of BANK.

13. PLEDGOR will not adjust, settle or compromise any of the COLLATERAL
without the prior written consent of BANK.

14. PLEDGOR agrees to pay to BANK at BANK's banking quarters, all advances,
charges, costs and expenses (including reasonable attorneys' fees and
legal expenses) incurred by BANK in connection with the transaction which
gives rise to this Security Agreement, in connection with confirming,
perfecting and preserving the security interest created under this Security
Agreement, in connection with protecting BANK against the claims or
interests of any third person against the COLLATERAL, and in exercising any
right, power or remedy conferred to this Security Agreement or by law
(including, but not limited to, attorney's fees and legal expenses incurred
by BANK in the collection of instruments deposited with or purchased by BANK
and amounts incurred in connection with the operation, maintenance of
foreclosure of any or all of the COLLATERAL). The amount of all such
advances, charges, costs and expenses shall be due and payable by PLEDGOR
to BANK upon demand together with interest thereon from the date of demand
at the maximum rate specified in any document evidencing INDEBTEDNESS.

15. The term "COLLATERAL" shall include the property described or referred to
in Paragraph 1 above and the balance of every deposit account of PLEDGOR
with BANK and any other claim of PLEDGOR against BANK, now or hereafter
existing, and all money, instruments, securities, documents, chattel
paper, credits, claims, demands and any other property, rights and
interests of PLEDGOR which are now or at any time shall come into the
possession or custody or under the control of the BANK, for any purpose,
and shall include the proceeds of any thereof.

RIGHTS AND REMEDIES.

16. BANK is hereby fully authorized and empowered (without the necessity of
any further consent or authorization from PLEDGOR) and the right is
expressly granted to BANK, and PLEDGOR hereby constitutes, appoints and
makes BANK as PLEDGOR's true and lawful Attorney and Agent-in-Fact for
PLEDGOR and in PLEDGOR's name, place and stead with full power of
substitution, in BANK's name or PLEDGOR's name or otherwise, for BANK's
sole use and benefit, but at PLEDGOR's cost and expense, to exercise,
without notice, all or any of the following powers at any time with
respect to all or any of the COLLATERAL (regardless of whether any of
the INDEBTEDNESS is due or not):

(a) notify account debtors or the obligors on the COLLATERAL to make and
deliver payment to BANK;

(b) receive, endorse, collect by legal proceedings or otherwise, and
demand payment directly from the makers, drawers, acceptors, issuers
and/or obligors of the COLLATERAL and receipt for all sums and amounts
now or hereafter payable on or with respect to the COLLATERAL;
provided that all such sums so paid to and received by BANK shall be
applied on the INDEBTEDNESS as provided herein;

(c) from time to time extend the time of payment, arrange for payment in
installments or otherwise modify the terms of or enter into any other
agreement in any wise relating to or affecting the COLLATERAL, and in
connection therewith may deposit or surrender control of any security
held therefor, accept other property in exchange for any security held
therefor and take such action as it may deem proper, and any money or
property received in exchange for any security held therefor shall be
applied on the INDEBTEDNESS or thereafter held by BANK pursuant to the
provisions hereof;

(d) make any compromise or settlement BANK deems desirable with respect
to the COLLATERAL;

(e) insure, process and preserve the COLLATERAL;

(f) exercise and enforce all of the other rights, powers and remedies of
the holder and owner of the COLLATERAL and the liens, if any, securing
the payment thereof, including (but not by way of limitation) the
right to demand payment of the COLLATERAL in the event of any default
thereunder and provided further that BANK is and shall be fully
subrogated to all rights and liens existing unto and in favor of PLEDGOR
under the provisions of the instrument or instruments securing the
COLLATERAL and in the event of default in the payment or performance
of COLLATERAL, or default or failure in the performance of any of the
covenants or agreements contained in said instruments, or any one of
them. BANK shall be entitled to foreclose said rights and liens and
have the properties covered by said instruments sold, in whole or in
part, in the manner and under the terms and conditions provided in
said instruments. The proceeds from any and all such sales shall be
applied to the payment of the INDEBTEDNESS as herein provided, and any
excess shall be paid to PLEDGOR or deposited to the account of
PLEDGOR, with BANK;

(g) transfer to or register in the name of BANK or any nominee of BANK
any of the COLLATERAL, and whether or not so transferred or
registered, to receive the income, interest and/or dividends
thereon, including cash and (in the case of interests in corporations)
stock dividends, stock splits and rights to subscribe, and to hold the
same as part of the COLLATERAL and/or apply the same as hereinafter
provided, but BANK may not exercise voting rights or direct the voting
of the SECURITIES until after the INDEBTEDNESS becomes due and payable
as specified in paragraph 17; and to exchange any of the COLLATERAL
for other property upon reorganization, recapitalization or other
readjustment and in connection therewith to deposit any of the
COLLATERAL with any committee or depository upon such terms as the
BANK may determine; all without notice and without liability except
to account for property actually received by BANK; and

(h) demand, sue for, collect, receive, receipt for, compound and give
acquittance for any and all amounts, money or property at any time
payable or receivable on account of or in exchange for, any of the
COLLATERAL,

provided, however, BANK shall be under no obligation or duty to exercise
any of the powers hereby conferred upon it and shall be without liability
for any act or failure to act in connection with the collection of, or the
preservation of any rights under, any COLLATERAL.

17. At the option of BANK and without necessity of demand or notice, all or
any part of the INDEBTEDNESS shall immediately become due and payable
irrespective of any agreed maturity or period of grace (provided, however,
such consideration that constitutes interest under applicable law may
never include more than the maximum amount allowed by applicable law, and
excess interest, if any, shall be automatically cancelled as of the date
of such acceleration and if theretofore paid, shall be credited on the
INDEBTEDNESS) and/or any obligation of BANK for further financial
accommodation shall terminate upon the happening of any of the following
events:

(a) any breach of this Security Agreement or any other agreement between
BANK and PLEDGOR or any other party primarily or secondarily liable
for all or any part of the INDEBTEDNESS (herein collectively and
individually called "OTHER LIABLE PARTY");

<PAGE>

(b) default in the payment of any of the INDEBTEDNESS when due;

(c) any deterioration, impairment or decline in character or value of any
part of the COLLATERAL or any other collateral subject to a security
interest in favor of BANK as security for the INDEBTEDNESS (whether
actual or reasonably anticipated) that causes the COLLATERAL or any
such other COLLATERAL in the judgment of BANK to become unsatisfactory
as to character or value;

(d) the entry of a judgment, issuance of an injunction or order of
attachment, or any other process against PLEDGOR, or any of the
COLLATERAL, or OTHER LIABLE PARTY;

(e) the application for the appointment of, or the appointment of, a
receiver, trustee, liquidator, conservator, rehabilitator, or similar
individual, officer or committee of, or for any property of, PLEDGOR or
OTHER LIABLE PARTY;

(f) the death, incapacity, insolvency, dissolution, commission of an act
of bankruptcy, assignment for the benefit of creditors, calling of a
meeting of any creditors, appointment of a committee of any creditors
or a liquidating agent, offering to or receiving from any creditors a
composition or extension of any of the indebtedness of any of them,
making a bulk transfer, granting a security interest in any property,
the whole or partial suspension, discontinuance or liquidation of
usual business or failure in business of or by PLEDGOR or OTHER LIABLE
PARTY, including the imminent or threatened occurrence of any of the
foregoing events;

(g) the commencement of any proceeding, suit or action under any
provisions of the Bankruptcy Code, as amended, or any similar statute,
for adjudication as a bankrupt, reorganization, composition,
extension, arrangement, wage earner's plan, receivership, liquidation
or dissolution by or against PLEDGOR or OTHER LIABLE PARTY;

(h) the admission in writing by PLEDGOR or OTHER LIABLE PARTY of
inability to pay its debts as they become due;

(i) failure of the PLEDGOR, OTHER LIABLE PARTY or the COLLATERAL to
comply with Regulations U or X of the Board of Governors of the
Federal Reserve System, as amended;

(j) failure by PLEDGOR or OTHER LIABLE PARTY, after demand, to furnish any
financial information to BANK or to permit BANK to inspect books or
records of account, making any misrepresentation to BANK for the
purpose of obtaining credit, failure to pay when due any obligations,
failure to pay any tax or failure to withhold, collect or remit any
tax or tax deficiency when assessed or due;

(k) failure by PLEDGOR, upon demand from BANK to furnish such further
COLLATERAL or make such payment on account of the INDEBTEDNESS as
will be satisfactory to BANK; or

(l) if in the reasonable exercise of its judgment, BANK determines that
the financial responsibility of PLEDGOR or OTHER LIABLE PARTY has
become otherwise unsatisfactory.

18. If all or any part of the INDEBTEDNESS shall become due and payable as
specified in paragraph 17, BANK may then, or at any time thereafter, apply,
set-off, collect, sell in one or more sales, lease, or otherwise dispose of,
any or all of the COLLATERAL in its then condition or following any
commercially reasonable preparation or processing, in such order as BANK may
elect, and any such sale may be made either at public or private sale at its
place of business or elsewhere, or at any brokers' board or securities
exchange, either for cash or upon credit or for future delivery, at such
price as BANK may deem fair, and BANK may be the purchaser of any or all
COLLATERAL so sold and may hold the same thereafter in its own right free
from any claim of PLEDGOR or right of redemption. No such purchase or
holding by BANK shall be deemed a retention by BANK in satisfaction of the
INDEBTEDNESS. All demands, notices and advertisements, and the presentment
of property at sale are hereby waived. If, notwithstanding the foregoing
provisions, any applicable provision of the Uniform Commercial Code or other
law requires BANK to give reasonable notice of any such sale or disposition
or other action, five days' prior written notice shall constitute reasonable
notice. BANK may require PLEDGOR to assemble the COLLATERAL and make it
available to BANK at a place designated by BANK in Douglas County, Nebraska
which is reasonably convenient to BANK and PLEDGOR. Any sale hereunder may
be conducted by an auctioneer or any officer or agent of BANK.

19. Prior to all or any part of the INDEBTEDNESS becoming due and payable as
specified in paragraph 17, all cash sums paid to and received by BANK
on account of the COLLATERAL shall be promptly applied by BANK on the
INDEBTEDNESS whether or not such INDEBTEDNESS shall have by its terms
matured, such application to be made first to interest and then to
principal or exclusively to principal as BANK may determine; provided,
however, BANK need not apply or give credit for any item included in
such sums until BANK has received final payment thereof at its banking
quarters or solvent credits accepted as such by BANK. After all or any
part of the INDEBTEDNESS becomes due and payable as specified in paragraph
17, the proceeds of any sale or other disposition of the COLLATERAL and
all sums received or collected by BANK from or on account of the
COLLATERAL the shall be applied by BANK in the manner set forth in
Section 9.504 of the Nebraska Uniform Commercial Code as presently in
effect. PLEDGOR shall remain liable to BANK for any INDEBTEDNESS,
advances, costs, charges and expenses, together with interest thereon
remaining unpaid and shall pay the same immediately to BANK at BANK's
banking quarters.

20. BANK shall be under no duty whatsoever to make or give any presentment,
demand for performance, notice of nonperformance, protest, notice of
protest, notice of dishonor, or other notice or demand in connection with
any COLLATERAL or the INDEBTEDNESS, or to take any steps necessary to
preserve any rights against prior parties. BANK shall not be liable for
failure to collect or realize upon any or all of the INDEBTEDNESS or
COLLATERAL, or for any delay in so doing, nor shall BANK be under any duty
to take any action whatsoever with regard thereto. BANK shall use
reasonable care in the custody and preservation of any COLLATERAL in its
possession but need not take any steps to keep the COLLATERAL
identifiable. BANK shall have no duty to comply with any recording,
filing, or other legal requirements necessary to establish or maintain the
validity, priority or enforceability of, or BANK's rights in or to, any
of the COLLATERAL.

21. PLEDGOR waives any right to require BANK to proceed against any person,
exhaust any COLLATERAL or pursue any other remedy in BANK's power; waives
any and all notice of acceptance of this Security Agreement or of
creation, modification, renewal or extension of any period of any of the
INDEBTEDNESS from time to time; and waives any defense arising by reason of
any disability or other defense of any OTHER LIABLE PARTY, or by reason of
the cessation from any cause whatsoever of the liability of any OTHER
LIABLE PARTY. All dealings between PLEDGOR and BANK, whether or not
resulting in the creation of INDEBTEDNESS, shall conclusively be presumed
to have been had or consummated in reliance upon this Security Agreement.
Until all the INDEBTEDNESS shall have been paid in full, PLEDGOR shall
have no right to subrogation, and PLEDGOR waives any right to enforce any
remedy which BANK now has or may hereafter have against PLEDGOR or OTHER
LIABLE PARTY and waives any benefit of and any right to participate in
any COLLATERAL or security whatsoever now or hereafter held by BANK.
PLEDGOR authorizes BANK, without notice or demand and without any
reservation of rights against PLEDGOR and without affecting PLEDGOR's
liability hereunder or on the INDEBTEDNESS, from time to time to (a)
renew, extend for any period, accelerate, modify, compromise, settle or
release the obligation of PLEDGOR or any OTHER LIABLE PARTY with respect
to any or all of the INDEBTEDNESS or COLLATERAL, (b) take and hold any
other property as collateral, other than the COLLATERAL, for the payment
of any or all of the INDEBTEDNESS, and exchange, enforce, waive and
release any or all of the COLLATERAL or such other property; (c) apply the
COLLATERAL or such other property and direct the order or manner of sale
thereof as BANK in its discretion may determine; and (d) release or
substitute PLEDGOR or any OTHER LIABLE PARTY.

22. BANK may transfer any or all of the INDEBTEDNESS, and upon any such
transfer BANK may transfer any or all of the COLLATERAL and shall be fully
discharged thereafter from all liability with respect to the COLLATERAL
so transferred, and the transferee shall be vested with all rights, powers
and remedies of BANK hereunder with respect to COLLATERAL so transferred;
but with respect to any COLLATERAL not so transferred BANK shall retain
all rights, powers and remedies hereby given. BANK may at any time deliver
any or all of the COLLATERAL to PLEDGOR whose receipt shall be a complete
and full acquittance for the COLLATERAL so delivered, and BANK shall
thereafter be discharged from any liability therefor.

23. The execution and delivery of this Security Agreement in no manner shall
impair or affect any other security (by endorsement or otherwise) for the
payment of the INDEBTEDNESS. No security taken hereafter as security for
payment of the INDEBTEDNESS shall impair in any manner or affect this
Security Agreement. All such present and future additional security is
to be considered as cumulative security.

<PAGE>

24. This is a continuing agreement and the conveyance hereunder shall remain
in full force and effect and all the rights, powers and remedies of BANK
hereunder shall continue to exist until the INDEBTEDNESS is paid in full
as the same becomes due and payable; until BANK has no further
obligation to advance monies to PLEDGOR, or any OTHER LIABLE PARTY; and
until BANK, upon request of PLEDGOR has executed a written termination
statement, reassigned to PLEDGOR without recourse, the COLLATERAL and all
rights and liens conveyed hereby and returned possession of the COLLATERAL
to PLEDGOR. Furthermore, it is contemplated by the parties hereto that
there may be times when no INDEBTEDNESS is owing; but notwithstanding such
occurrence, this Security Agreement shall remain valid and shall be in
full force and effect as to subsequent INDEBTEDNESS provided that BANK has
not executed a written termination statement and returned possession of
the COLLATERAL to PLEDGOR. Otherwise this Security Agreement shall
continue irrespective of the fact that the liability of OTHER LIABLE
PARTY may have ceased, and notwithstanding the death or incapacity of
PLEDGOR or the death, incapacity or bankruptcy of OTHER LIABLE PARTY, or
any other event or proceeding affecting PLEDGOR and/or OTHER LIABLE PARTY.

25. The rights, powers and remedies of BANK hereunder shall be in addition to
all rights, powers and remedies given by statute or rule of law and are
cumulative. The exercise of any one or more of the rights, powers and
remedies provided herein shall not be construed as a waiver of any other
rights, powers and remedies of BANK. Furthermore, regardless of whether
or not the Uniform Commercial Code is in effect in the jurisdiction where
such rights, powers and remedies are asserted, BANK shall have the rights,
powers and remedies of a secured party under the Nebraska Uniform
Commercial Code, as amended. BANK may exercise its bankers' lien or right
of set-off with respect to the INDEBTEDNESS in the same manner as if the
INDEBTEDNESS were unsecured. Time shall be of the essence for the
performance of any act under this Security Agreement or the INDEBTEDNESS by
PLEDGOR or OTHER LIABLE PARTY, but neither BANK's acceptance of partial or
delinquent payments nor any forbearance, failure or delay by BANK in
exercising any right, power or remedy shall be deemed a waiver of any
obligation of PLEDGOR or OTHER LIABLE PARTY or of any right, power or
remedy of BANK or preclude any other or further exercise thereof; and
no single or partial exercise of any right, power or remedy shall preclude
any other or further exercise thereof, or the exercise of any other right,
power or remedy.

26. BANK may remedy any default and may waive any default without waiving the
default remedied or waiving any prior or subsequent default.

GENERAL.
27. The term "PLEDGOR", as used throughout this Security Agreement shall
(regardless of use of the singular form) mean PLEDGOR individually and/or
collectively and shall include the respective successors, legal
representatives, heirs and assigns of PLEDGOR. The obligations and
agreements of PLEDGOR hereunder are joint and several. The PLEDGOR is and
shall be deemed to be a "Debtor" within the meaning of that term as
defined in the Uniform Commercial Code.

28. Neither this Security Agreement nor the exercise by BANK of (or the
failure to so exercise) any right, power or remedy conferred herein or by
law shall be construed as relieving any person liable on the INDEBTEDNESS
from full liability on the INDEBTEDNESS and for any deficiency thereon.

29. Any notice or demand to PLEDGOR under this Security Agreement or in
connection with the Security Agreement may be given and shall conclusively
be deemed and considered to have been given and received upon the deposit
thereof, in writing, duly stamped and addressed to PLEDGOR at the address
of PLEDGOR appearing on the records of the BANK, in the U.S. Mail, but
actual notice, however given or received, shall always be effective.

30. This Security Agreement has been made in and the conveyance, assignment,
transfer and delivery has been made in and the security interest granted
hereby is granted in and each shall be governed by the laws of the State
of Nebraska in all respects, including matters of construction, validity,
enforcement and performance. This Security Agreement may not be amended
(nor may any of its terms be waived) except in writing duly signed by an
authorized officer of BANK and by PLEDGOR. Except as the context may
otherwise require, any term used herein that is defined in the
Nebraska Uniform Commercial Code shall have the meaning given therein.
If any provision of this Security Agreement is rendered or declared
illegal or unenforceable by reason of any existing or subsequently
enacted legislation or by a judicial decision which shall have become
final, PLEDGOR and BANK shall promptly meet and negotiate substitute
provisions for those rendered illegal or unenforceable, but all of the
remaining provisions shall remain in full force and effect.

31. The covenants, representations, warranties and agreements herein set forth
shall be binding upon PLEDGOR and shall inure to the benefit of BANK, its
successors and assigns.

33. BANK MAY ENFORCE ITS RIGHTS HEREUNDER WITHOUT PRIOR JUDICIAL PROCESS OR
JUDICIAL HEARING, AND PLEDGOR EXPRESSLY WAIVES, RENOUNCES AND KNOWINGLY
RELINQUISHES ANY AND ALL LEGAL RIGHTS WHICH MIGHT OTHERWISE REQUIRE BANK
TO ENFORCE ITS RIGHTS BY JUDICIAL PROCESS. IN SO PROVIDING FOR NONJUDICIAL
REMEDIES, PLEDGOR RECOGNIZES AND CONCEDES THAT SUCH REMEDIES ARE
CONSISTENT WITH THE USAGE OF THE TRADE, ARE RESPONSIVE TO COMMERCIAL
NECESSITY, AND ARE THE RESULT OF BARGAIN AT ARM'S LENGTH. NOTHING HEREIN
IS INTENDED TO PREVENT BANK OR PLEDGOR FROM RESORTING TO JUDICIAL PROCESS
AT EITHER PARTY'S OPTION.

IN WITNESS WHEREOF the PLEDGOR has executed this Agreement this the 24th
day of April, 1992 in Omaha, Nebraska.

PLEDGOR: TRANSTERRA CO.

By: /s/ John Joe Ricketts
-----------------------------------
Title: Chairman/President
--------------------------------

Address:

119 S. 19th Street
-----------------------------------
Omaha, NE 68102
-----------------------------------

<PAGE>

[LOGO] SECURITY AGREEMENT
First National Bank (Stock & Partnership Interests)
of Omaha
Date: April 24, 1992
--------------------------

1. The undersigned TRANSTERRA CO. (herein called "PLEDGOR"), for value
received, the receipt and sufficiency of which is hereby acknowledged by
these presents hereby Conveys, Assigns, Transfers and Delivers and Grants a
Security Interest to and/or confirms that PLEDGOR has Conveyed, Assigned,
Transferred and Delivered and Granted a Security Interest to First National
Bank of Omaha, a national banking association, with offices at One First
National Center, Omaha, Nebraska (herein called "BANK"), in the following
property (herein called the "COLLATERAL"), vis:

(a) 6,595 shares of AmeriTrade, Inc. stock, certificate #18
964 shares of AmeriTrade, Inc. stock, certificate #19

(herein called the "SECURITIES"), as to shares of stock which are
described above, the stock powers executed in blank and attached to the
SECURITIES, and the income and dividends thereon, including cash and
stock dividends, stock splits and rights to subscribe, and any
exchange of any of the SECURITIES for other property upon
reorganization, recapitalization or other readjustment of the
issuer thereof; in the event that PLEDGOR receives any such
property, PLEDGOR will immediately deliver same to BANK to be held
by BANK in the same manner as property originally deposited as
COLLATERAL;

(b) The proceeds of any and all property described in subparagraph (a)
above.

(a) any and all indebtedness obligations and liabilities of PLEDGOR to
BANK (including all claims of every nature and description of BANK
against PLEDGOR), now or hereafter existing or arising , absolute or
contingent, direct or indirect, secured or unsecured, due or to
become due, whether originally contracted with BANK or acquired in any
manner (including by way of participation) by BANK;

(c) all advances, charges, costs and expenses (including reasonable
attorneys' fees and legal expenses) incurred by BANK in connection
with the transaction which gives rise to this Security Agreement, in
connection with any of the INDEBTEDNESS or any amount secured hereby
and in exercising any right, power or remedy conferred by this
Security Agreement or by law (including, but not limited to,
attorneys' fees and legal expenses incurred by BANK in the collection
of instruments deposited with or purchased by BANK and amounts
incurred in connection with the operation, maintenance or foreclosure
of any or all of the COLLATERAL);

(e) any and all INDEBTEDNESS, obligations and liabilities of TRANSTERRA
CO. to BANK (including all claims of every nature and description of
BANK against such person), now or hereafter existing or arising,
absolute or contingent, direct or indirect, secured or unsecured, due
or to become due, whether originally contracted with BANK or acquired
in any manner (including by way of participation) by BANK and any and
all renewals, extensions for any period, and rearrangements thereof.

REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.

PLEDGOR represents, warrants, covenants and agrees as follows:

3. As to any SECURITIES which are stock or other interest in corporations, the
SECURITIES are duly authorized, are validly issued and are validly
outstanding, are fully paid and are nonassessable, and were not issued in
violation of the preemptive rights of any person or entity or of any
agreement by which PLEDGOR or any issuer of the SECURITIES is bound. As to
any SECURITIES which are interest in partnerships, such interests are
valid, nonassessable interests in the partnerships indicated.

5. Except for the security interest of BANK and unless otherwise agreed in
writing, PLEDGOR owns (and at the time of transfer or delivery of the
COLLATERAL to BANK owned or will own) good and indefeasible title to the
COLLATERAL free and clear of any other security interests, liens, adverse
claims or options; PLEDGOR has (and at the time of transfer or delivery of
the COLLATERAL to BANK had or will have) full right, power and authority to
convey, assign, transfer and deliver the COLLATERAL and to grant a security
interest in the COLLATERAL to BANK in the manner provided herein and free
and clear of any other security interests, liens, adverse claims and
options; no security interest or lien has been created by PLEDGOR or is
known by PLEDGOR to exist with respect to any COLLATERAL; and, to the best
of PLEDGOR's information and belief, no financing statement or other
security instrument is on file in any jurisdiction covering any COLLATERAL.

6. The SECURITIES which evidence interests in corporations were properly
issued, drawn, made and/or accepted and are genuine; the issuer, drawer,
maker, and/or acceptor thereof has no defenses (including defenses of any
party which would be available in an action on a simple contract and the
defenses of want or failure of consideration, non-performance of any
condition precedent, non-delivery, or delivery for a special purpose),
right of set off or claims to the securities; PLEDGOR has no knowledge that
the signature of the issuer, drawer, maker and/or acceptor is unauthorized;
none of the SECURITIES has been materially altered; all signatures on each
of the SECURITIES are genuine or authorized; no defense of any party is
good against PLEDGOR; PLEDGOR has no knowledge or any insolvency
proceedings instituted with respect to the issuer, maker and/or acceptor
of the SECURITIES; PLEDGOR's transfer of the SECURITIES to BANK is
effective and rightful; and PLEDGOR knows of no fact which might impair the
validity of the SECURITIES.

7. PLEDGOR agrees to pay prior to any deliquency all taxes, charges, liens and
assessments against the COLLATERAL, and upon the failure of PLEDGOR to do
so, BANK at its option may pay any of them and shall be the sole judge of
the legality or validity thereof and the amount necessary to discharge the
same.

8. PLEDGOR will at all times maintain with BANK COLLATERAL of a character
and value satisfactory to BANK. If at any time any of the COLLATERAL shall
depreciate in character or value or otherwise be unsatisfactory to BANK,
BANK in its discretion may demand such further COLLATERAL or such payment
on account of the INDEBTEDNESS as will be satisfactory to BANK.

<PAGE>

9. BANK shall be deemed to have possession any of the COLLATERAL in transit
to it or set apart.

10. PLEDGOR will sign, execute, deliver and file, alone or with BANK, any
financing statement, security agreements or other documents or procure any
document as may be requested by BANK from time to time to confirm, perfect
and preserve the security interest created hereby, and in addition,
PLEDGOR hereby authorizes BANK to execute and deliver on behalf of PLEDGOR
and to file such financing statements, security agreements and other
documents without the signature of PLEDGOR. PLEDGOR shall do all such
additional and further acts, things, deeds, give such assurances and
execute such instruments as BANK requires to vest more completely in and
assure to BANK its rights under this Security Agreement. At the option of
BANK, a carbon, photographic or other reproduction of this Security
Agreement or of a financing statement covering the COLLATERAL shall be
sufficient as a financing statement and may be filed as a financing
statement.

12. Unless otherwise agreed in writing, PLEDGOR will not pledge, mortgage,
otherwise encumber, create or suffer a security interest to exist in, any
of the COLLATERAL (other than in favor of BANK) or sell, assign or
otherwise transfer any of the COLLATERAL, to or in favor of anyone other
than BANK, and PLEDGOR will not file or permit to be filed any financing
statement or other security instrument with respect to the COLLATERAL
other than in favor of BANK.

13. PLEDGOR will not adjust, settle or compromise any of the COLLATERAL
without the prior written consent of BANK.

14. PLEDGOR agrees to pay to BANK at BANK's banking quarters, all advances,
charges, costs and expenses (including reasonable attorneys' fees and
legal expenses) incurred by BANK in connection with the transaction
which gives rise to this Security Agreement, in connection with
confirming, perfecting and preserving the security interest created
under this Security Agreement, in connection with protecting BANK
against the claims or interests of any third person against the
COLLATERAL, and in exercising any right, power or remedy conferred to
this Security Agreement or by law (including, but not limited to,
attorney's fees and legal expenses incurred by BANK in the collection of
instruments deposited with or purchased by BANK and amounts incurred in
connection with the operation, maintenance of foreclosure of any or all
of the COLLATERAL). The amount of all such advances, charges, costs and
expenses shall be due and payable by PLEDGOR to BANK upon demand
together with interest thereon from the date of demand at the maximum
rate specified in any document evidencing INDEBTEDNESS.

RIGHTS AND REMEDIES

16. BANK is hereby fully authorized and empowered (without the necessity of
any further consent or authorization from PLEDGOR)and the right is
expressly granted to BANK, and PLEDGOR hereby constitutes, appoints and
makes BANK as PLEDGOR's true and lawful Attorney and Agent-in-Fact for
PLEDGOR and in PLEDGOR's name, place and stead with full power of
substitution, in BANK's name or PLEDGOR's name or otherwise, for BANK's
sole use and benefit, but at PLEDGOR's cost and expense, to exercise,
without notice, all or any of the following powers at any time with
respect to all or any of the COLLATERAL (regardless of whether any of
the INDEBTEDNESS is due or not):

(a) notify account debtors or the obligors on the COLLATERAL to make and
deliver payment to BANK;

(d) make any compromise or settlement BANK deems desirable with respect
the the COLLATERAL;

(e) insure, process and preserve the COLLATERAL;

(f) exercise and enforce all of the other rights, powers and remedies of
the holder and owner of the COLLATERAL and the liens, if any, securing
the payment thereof, including (but not by way of limitation) the
right to demand payment of the COLLATERAL in the event of any default
thereunder and provided further that BANK is and shall be fully
subrogated to all rights and liens existing unto and in favor of PLEDGOR
under the provisions of the instrument or instruments securing the
COLLATERAL and in the event of default in the payment or performance
of COLLATERAL, or default or failure in the performance of any of the
covenants or agreements contained in said instruments, or any one of
them, BANK shall be entitled to foreclose said rights and liens and
have the properties covered by said instruments sold, in whole or in
part, in the manner and under the terms and conditions provided in
said instruments. The proceeds from any and all such sales shall be
applied to the payment of the INDEBTEDNESS as herein provided, and any
excess shall be paid to PLEDGOR or deposited to the account of
PLEDGOR, with BANK;

(g) transfer to or register in the name of BANK or any nominee of BANK
any of the COLLATERAL, and whether or not so transferred or
registered, to receive the income, interest and/or dividends
thereon, including cash and (in the case of interests in corporations)
stock dividends, stock splits and rights to subscribe, and to hold the
same as part of the COLLATERAL and/or apply the same as hereinafter
provided, but BANK may not exercise voting rights or direct the voting
of the SECURITIES until after the INDEBTEDNESS becomes due and payable
as specified in paragraph 17, and to exchange any of the COLLATERAL
for other property upon reorganization, recapitalization or other
readjustment and in connection therewith to deposit any of the
COLLATERAL with any committee or depository upon such terms as the
BANK may determine; all without notice and without liability except
to account for property actually received by BANK; and

(b) default in the payment of any of the INDEBTEDNESS when due;

(c) any deterioration, impairment or decline in character or value of any
part of the COLLATERAL or any other collateral subject to a security
interest in favor of BANK as security for the INDEBTEDNESS (whether
actual or reasonably anticipated) that causes the COLLATERAL or any
such other COLLATERAL in the judgement of BANK to become unsatisfactory
as to character or value;

(d) the entry of a judgment, issuance of an injunction or order of
attachment, or any other process against PLEDGOR, or any of the
COLLATERAL, or OTHER LIABLE PARTY;

(h) the admission in writing by PLEDGOR or OTHER LIABLE PARTY of
inability to pay its debts as they become due;

(i) failure of the PLEDGOR, OTHER LIABLE PARTY or the COLLATERAL to
comply with Regulations U or X of the Board of Governors of the
Federal Reserve System, as amended;

(k) failure by PLEDGOR, upon demand from BANK to furnish such further
COLLATERAL or make such payment on account of the INDEBTEDNESS as
will be satisfactory to BANK; or

(l) if in the reasonable exercise of its judgement, BANK determines that
the financial responsibility of PLEDGOR or OTHER LIABLE PARTY has
become otherwise unsatisfactory.

18. If all or any part of the INDEBTEDNESS shall become due and payable as
specified in paragraph 17, BANK may then, or at any time thereafter, apply,
set-off, collect, sell in one or more sales, lease, or otherwise dispose of,
any or all of the COLLATERAL, in its then condition or following any
commercially reasonable preparation or processing, in such order as BANK may
elect, and any such sale may be made either at public or private sale at its
place of business or elsewhere, or at any brokers' board or securities
exchange, either for cash or upon credit or for future delivery, at such
price as BANK may deem fair, and BANK may be the purchaser of any or all
COLLATERAL so sold and may hold the same thereafter in its own right free
from any claim of PLEDGOR or right of redemption. No such purchase or
holding by BANK shall be deemed a retention by BANK in satisfaction of the
INDEBTEDNESS. All demands, notices and advertisements, and the presentment
of property at sale are hereby waived. If, notwithstanding the foregoing
provisions, any applicable provision of the Uniform Commercial Code or other
law requires BANK to give reasonable notice of any such sale or disposition
or other action, five days' prior written notice shall constitute reasonable
notice. BANK may require PLEDGOR to assemble the COLLATERAL and make it
available to BANK at a place designated by BANK in Douglas County, Nebraska
which is reasonably convenient to BANK and PLEDGOR. Any sale hereunder may
be conducted by an auctioneer or any officer or agent of BANK.

21. PLEDGOR waives any right to require BANK to proceed against any person,
exhaust any COLLATERAL or pursue any other remedy in BANK's power; waives
any and all notice of acceptance of this Security Agreement or of
creation, modification, renewal or extension for any period of any of the
INDEBTEDNESS from time to time; and waives any defense arising by reason of
any disability or other defense of any OTHER LIABLE PARTY, or by reason of
the cessation from any cause whatsoever of the liability of any OTHER
LIABLE PARTY. All dealings between PLEDGOR and BANK, whether or not
resulting in the creation of INDEBTEDNESS, shall conclusively be presumed
to have been had or consummated in reliance upon this Security Agreement.
Until all the INDEBTEDNESS shall have been paid in full, PLEDGOR shall
have no right to subrogation, and PLEDGOR waives any right to enforce any
remedy which BANK now has or may hereafter have against PLEDGOR or OTHER
LIABLE PARTY and waives any benefit of and any right to participate in
any COLLATERAL or security whatsoever now or hereafter held by BANK.
PLEDGOR authorizes BANK, without notice or demand and without any
reservation of rights against PLEDGOR and without affecting PLEDGOR's
liability hereunder or on the INDEBTEDNESS, from time to time to (a)
renew, extend for any period, accelerate, modify, compromise, settle or
release the obligation of PLEDGOR or any OTHER LIABLE PARTY with respect
to any or all of the INDEBTEDNESS or COLLATERAL, (b) take and hold any
other property as collateral, other than the COLLATERAL, for the payment
of any or all of the INDEBTEDNESS, and exchange, enforce, waive and
release any or all of the COLLATERAL or such other property; (c) apply the
COLLATERAL or such other property and direct the order or manner of sale
thereof as BANK in its discretion may determine; and (d) release or
substitute PLEDGOR or any OTHER LIABLE PARTY.

<PAGE>

26. BANK may remedy any default and may waive any default without waiving the
default remedied or waiving any prior or subsequent default.

31. The covenants, representations, warranties and agreements herein set forth
shall be binding upon PLEDGOR and shall inure to the benefit of BANK, its
successors and assigns.

IN WITNESS WHEREOF the PLEDGOR has executed this Agreement this the 24th
day of April, 1992 in Omaha, Nebraska.

PLEDGOR: TRANSTERRA CO.

By: /s/ John Joe Ricketts
-----------------------------------
Title: Chairman/President

Address:
119 S. 19th Street
Omaha, NE 68102

<PAGE>

ASSIGNMENT OF LIFE INSURANCE POLICY AS COLLATERAL

A. FOR VALUE RECEIVED the undersigned hereby assign, transfer and
set over to First National Bank of Omaha, Commercial Loan Dept.,
-----------------------------------------------------------
One First National Center of Omaha, NE 68102
- -------------------------------- ----------------------------------
its successors and assigns, (herein called the "Assignee")
Policy No. 00551778 issued by the Lincoln Benefit
--------------------- ----------------------
Life Company, 134 S. 13 St., Lincoln, NE 68508
- ----------------------------------------------------------------------
(herein called the "Insurer") and any supplementary contracts issued in
connection therewith (said policy and contracts being herein called the
"Policy"), upon the life of John Joe Ricketts
------------------------------------------
of TransTerra Co. and all claims, options, privileges, rights,
-------------------------
title and interest therein and thereunder (except as provided in Paragraph C
hereof), subject to all the terms and conditions of the Policy and to all
superior liens, if any, which the Insurer may have against the Policy. The
undersigned by this instrument jointly and severally agree and the Assignee
by the acceptance of this assignment agrees to the conditions and provisions
herein set forth.

B. It is expressly agreed that, without detracting from the generality of the
foregoing, the following specific rights are included in this assignment
and pass by virtue hereof:

1. The sole right to collect from the Insurer the net proceeds of the
Policy when it becomes a claim by death or maturity;

2. The sole right to surrender the Policy and receive the surrender value
thereof at any time provided by the terms of the Policy and at such
other times as the Insurer may allow;

3. The sole right to obtain one or more loans or advances on the Policy,
either from the Insurer or, at any time, from other persons, and to
pledge or assign the Policy as security for such loans or advances;

4. The sole right to collect and receive all distributions or shares of
surplus, dividend deposits or additions to the Policy now or hereafter
made or apportioned thereto, and to exercise any and all options
contained in the Policy with respect thereto; provided, that unless and
until the Assignee shall notify the Insurer in writing to the contrary,
the distributions or shares of surplus, dividend deposits and additions
shall continue on the plan in force at the time of this assignment; and

5. The sole right to exercise all nonforfeiture rights permitted by the
terms of the Policy or allowed by the Insurer and to receive all
benefits and advantages derived therefrom.

C. It is expressly agreed that the following specific rights, so long as the
Policy has not been surrendered, are reserved and excluded from this
assignment and do not pass by virtue hereof:

1. The right to collect from the Insurer any disability benefit payable in
cash that does not reduce the amount of insurance;

2. The right to designate and change the beneficiary;

3. The right to elect any optional mode of settlement permitted by the
Policy or allowed by the Insurer;

The reservation of these rights shall in no way impair the right of the
Assignee to surrender the Policy completely with all its incidents or impair
any other right of the Assignee hereunder, and any designation or change of
beneficiary or election of a mode of settlement shall be made subject to this
assignment and to the rights of the Assignee hereunder.

D. This assignment is made and the Policy is to be held as collateral security
for any and all liabilities of the undersigned, or any of them, to the
Assignee, either now existing or that may hereafter arise in the ordinary
cause of business between any of the undersigned and the Assignee (all of
which liabilities secured or to become secured are herein called
"Liabilities").

E. The Assignee covenants and agrees with the undersigned as follows:

1. That any balance sums received hereunder from the Insurer remaining
after payment of the then existing Liabilities, matured or unmatured,
shall be paid by the Assignee to the persons entitled thereto under the
terms of the Policy had this assignment not been executed.

2. That the Assignee will not exercise either the right to surrender the
Policy or (except for the purposes of paying premiums) the right to
obtain policy loans from the Insurer, until there has been default in
any of the Liabilities or a failure to pay any premium

E. (continued)

when due, nor until twenty days after the Assignee shall have mailed,
by first-class mail, to the undersigned at the addresses last supplied
in writing to the Assignee specifically referring to this assignment,
notice of intention to exercise such right; and

3. That the Assignee will upon request forward without unreasonable delay
to the Insurer the Policy for endorsement of any designation or change
of beneficiary or any election of an optional mode of settlements.

F. The Insurer is hereby authorized to recognize the Assignee's claims to
rights hereunder without investigating the reason for any action taken by the
Assignee, or the validity or the amount of the Liabilities or the existence
of any default therein, or the giving of any notice under Paragraph E(2)
above or otherwise, or the application to be made by the Assignee of any
amounts to be paid to the Assignee. The sole signature of the Assignee shall
be sufficient for the exercise of any rights under the Policy assigned hereby
and the sole receipt of the Assignee for any sums received shall be a full
discharge and release therefor to the Insurer. Checks for all or any part of
the sums payable under the Policy and assigned herein, shall be drawn to the
exclusive order of the Assignee if, when, and in such amounts as may be,
requested by the Assignee.

G. The Assignee shall be under no obligation to pay any premium, or the
principal or interest on any loans or advances on the Policy whether or not
obtained by the Assignee, or any other charges on the Policy, but any such
amounts so paid by the Assignee from its own funds, shall become a part of
the Liabilities hereby secured, shall be due immediately, and shall draw
interest at the annual percentage rate then in effect for the note or other
evidence of any Liability.

H. The exercise of any right, option, privilege or power given herein to the
Assignee shall be at the option of the Assignee, but (except as restricted by
Paragraph E (2) above) the Assignee may exercise any such right, option,
privilege or power without notice to, or assent by, or affecting the
liability of, or releasing any interest hereby assigned by the undersigned or
any of them.

I. The Assignee may take or release other security, may release any party
primarily or secondarily liable for any of the Liabilities, may grant
extensions, renewals or indulgences with respect to the Liabilities, or may
apply to the Liabilities in such order as the Assignee shall determine, the
proceeds of the Policy hereby assigned or any amount received on account of
the Policy by the exercise of any right permitted under this assignment,
without resorting or regard to the other security.

J. In the event of any conflict between the provisions of this assignment and
provisions of the note or other evidence of any Liability, with respect to
the Policy or rights of collateral security therein, the provisions of this
assignment shall prevail.

K. Each of the undersigned declares that no proceedings in bankruptcy are
pending against him and that his property is not subject to any assignment,
for the benefit of creditors.

Signed and sealed this 28th day of June , 1995
--------- -------------- --
x /s/ ROBERT T SLEZAK TransTerra Co. By: x /s/ JOHN JOE RICKETTS
- -------------------------------- -------------------------------------------
(L.S.)
ROBERT T SLEZAK 4211 S. 102 St., Omaha, NE 68127-1031
- -------------------------------- -------------------------------------------
x /s/ PAMELA J. REYNOLDS TransTerra Co. By: x /s/ JOHN JOE RICKETTS
- -------------------------------- -------------------------------------------
(L.S.)
PAMELA J. REYNOLDS 4211 S. 102 St., Omaha, NE 68127-1031
- -------------------------------- -------------------------------------------

INDIVIDUAL ACKNOWLEDGMENT

STATE OF
------------------------------------
COUNTY OF
-----------------------------------
On the day of 19
---- -------------------- --,
before me personally came
------------------,
to me known to be the individual
-----------
described in and who executed this assignment
of life insurance policy and acknowledged to
me that he executed the
---------- ---------
same.

- --------------------------------------------
Notary Public
My commission expires
----------------------

CORPORATE ACKNOWLEDGMENT

STATE OF Nebraksa
------------------------------------
COUNTY OF Douglas
-----------------------------------
On the 28 day of June 1995,
---- -------------------- --
before me personally came John Joe Ricketts,
-------------------
who being by me duly sworn, did depose and say
that he resides in Omaha, NE
-------------------------
that he is the Chairman
- ------------ --------------------
of TransTerra Co. , the corporation described
-------------------
in and which executed this assignment of life
insurance policy; that he knows the seal of
said corporation; that the seal affixed to
said assignment is such corporate seal, that
it was so affixed by order of the Board of
Directors of said corporation, and that he
signed his name thereto by like order.

/s/ ROBERT H. FOWLER
- --------------------------------------------
Notary Public
My commission expires 12/14/96
----------------------

* * * * * * * * *

Duplicate received and filed at the home office of the Insurer
in Lincoln NE this 28th day of June 1995
-------------- -------- ------------------- --
Lincoln Benefit Life
------------------------------------------------------------
By /s/ KENNY L. GETTMAN
---------------------------------------------------------
AUTHORIZED OFFICER

NOTE: WHEN EXECUTED BY A CORPORATION, THE CORPORATION SEAL SHOULD BE AFFIXED
AND THERE SHOULD BE ATTACHED TO THE ASSIGNMENT A CERTIFIED COPY OF THE
RESOLUTION OF THE BOARD OF DIRECTORS AUTHORIZING THE SIGNING OFFICER TO
EXECUTE AND DELIVER THE ASSIGNMENT IN THE NAME AND ON BEHALF OF THE
CORPORATION.

THE AMERICAN BANKERS ASSOCIATION DISCONTINUED SPONSORING
THE ASSIGNMENT FORM IN 1983 BECAUSE OF STATE PLAIN LANGUAGE
LAWS AND OTHER CONSIDERATIONS.

<PAGE>

AMENDMENT TO LOAN AGREEMENT

This Agreement, made as of the 7th day of July, 1995, by and among First
National Bank of Omaha ("BANK"), a national banking association with
principal offices in Omaha, Nebraska; TRANSTERRA CO. ("BORROWER"), a Nebraska
corporation with principal offices in Omaha, Nebraska; AmeriTrade, Inc.
("AMERITRADE"), a Nebraska corporation with principal offices in Omaha,
Nebraska; and John Joe Ricketts ("GUARANTOR"), a resident of Douglas County,
Nebraska.

Whereas, BANK and BORROWER executed a written Loan Agreement dated
December 22, 1994 (the "AGREEMENT").

Whereas, the AGREEMENT was executed contemporaneously with a revolving
promissory note in the amount of $500,000.00 ("REVOLVING NOTE") and a term
promissory note in the amount of $1,900,000.00 ("TERM NOTE").

Whereas, BORROWER desires to borrow additional funds from BANK in the
amount of $6,000,000 ("TERM NOTE B") in the form attached hereto as Exhibit D.

Whereas, the parties now desire to amend the AGREEMENT.

Now, therefore, in consideration of the AGREEMENT, and their mutual
covenants herein, the parties hereto agree as follows:

1. All terms and conditions of the LOAN AGREEMENT shall remain in full
force and effect except as expressly amended herein. All capitalized terms
herein shall have the meanings described in the LOAN AGREEMENT.

2. Section 1. of the AGREEMENT is hereby amended to read, effective
immediately:

1. MINIMUM NET CAPITAL.

AMERITRADE shall, at all times until full repayment to BANK of any
and all indebtedness due to BANK as the result of the NOTES, maintain net
capital in excess of Eight Million ($8,000,000.00) Dollars. Said net
capital is to be calculated according to United States Securities and
Exchange Commission Rule 15c 3-1. Failure to maintain such minimum net
capital shall constitute a default sufficient to allow BANK, at its
option, to accelerate the loan obligation represented by the NOTES.

3. Section 4. of the AGREEMENT is hereby amended to read, effective
immediately:

<PAGE>

4. MINIMUM NET WORTH.

BORROWER shall, at all times until full repayment to BANK of any and
all indebtedness due to BANK as the result of the NOTES, maintain net
worth in excess of Twelve Million ($12,000,000.00) Dollars until 12-31-95.
At 12-31-95, net worth will be $12,000,000 plus 50% of net income for
fiscal year ending 9-30-95; at 12-31-96, $12,000,000 plus 50% of 9-30-96
and 9-30-95; at 12-31-97 $12,000,000 plus 50% of 9-30-97, 9-30-96, and
9-30-95; and at 12-31-98 $12,000,000 plus 50% of 9-30-98, 9-30-97,
9-30-96, and 9-30-95. This calculation assumes net income is greater
than or equal to zero. Said net worth is to be calculated according to
generally accepted accounting principles ("GAAP"). Failure to maintain
such minimum net worth shall constitute a default in repayment sufficient
to allow BANK, at its option, to accelerate the loan obligation
represented by the NOTES.

5. GUARANTOR consents to this Agreement, and by his execution hereof
ratifies and confirms his executed written guarantee of BORROWER'S obligations.

In witness whereof the parties set their hands as of the date first written
above.

TransTerra Co. AmeriTrade, Inc.

by /s/ John Joe Ricketts by /s/ John Joe Ricketts
-------------------------- ----------------------------------
Its Chairman Its Chairman
------------------------ ---------------------------------

First National Bank of Omaha

by /s/ James P. Bonham
-------------------------

Its Vice President
------------------------

/s/ John Joe Ricketts
- ----------------------------
John Joe Ricketts, Guarantor

<PAGE>
-----------------------------
MAKER
-----------------------------

[LOGO] TransTerra Co.

FIRST NATIONAL BANK PROMISSORY
OF OMAHA NOTE

----------ADDRESS-----------
119 S. 19th St PO Box 3288
Omaha, NE 68103-0288
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT INTEREST RATE NOTE DATE MATURITY DATE OBLIGOR # NOTE #
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
$6,000,000.00 VARIABLE 07/07/95 07/31/99 2000000367 #6
REG BASE
- ----------------------------------------------------------------------------------------------
</TABLE>
Maker promises to pay to the order of First National Bank of Omaha ('Bank')
at any of its offices, the principal sum hereof, which shall be:
(NON-REVOLVING) THE LESSOR OF SIX MILLION AND NO/100 DOLLARS OR SO MUCH
THEREOF AS MAY HAVE BEEN ADVANCED BY BANK.

Interest shall be computed on the basis of actual days elapsed and a year of
360 days. The unpaid principal and interest due on this Note at maturity
(whether the Note matures by demand, acceleration, lapse of time or
otherwise) shall bear interest at the lesser of 6% per annum above the
interest rate stated above, or the highest rate allowed by law.

Principal and interest shall be paid as follows: IN EQUAL INSTALLMENTS OF
PRINCIPAL OF $125,000.00 EACH (EXCEPT FINAL INSTALLMENT SHALL BE BALANCE DUE)
PLUS INTEREST BEGINNING AUGUST 31, 1995 AND ON THE SAME DAY OF EACH MONTH
THEREAFTER. FINAL INSTALLMENT DUE ON MATURITY DATE.

Related Documents: Maker has signed the following documents in connection with
this Note; SECURITY AGREEMENT(S) DATED 04/24/92 (S&PI) COVERING STOCK.

ASSIGNMENT(S) OF COLLATERAL DATED 07/07/95 COVERING LIFE INSURANCE POLICY OF
JOHN JOE RICKETTS.
LOAN AGREEMENT DATED 12/22/94 & ALL AMENDMENTS THEREOF.

- -------------------------------------------------------------------------------
THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THE REVERSE SIDE,
AND ANY APPLICABLE LOAN AGREEMENT.
- -------------------------------------------------------------------------------
A credit agreement must be in writing to be enforceable under Nebraska law. To
protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money
or grant or extension of credit, or any amendment of, cancellation of, waiver
of, or substitution for any or all of the terms or provisions of any
instrument or document executed in connection with this loan of money or
grant or extension of credit, must be in writing to be effective.

Witnessed By: TransTerra Co.
/s/ Robert T Slezak By: /s/ John Joe Ricketts Title: Chairman
- -------------------- -------------------- ---------

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Officer Initials Officer # Cost Center New/Renewal Prepared By MEMO CALC TYPE LOAN CALC ID
- -------------------------------------------------------------------------------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
126-JPB 101010 NEW smm Lvl Princ #4 2000000367/6

- ------------------
</TABLE>

<PAGE>

TERMS AND CONDITIONS

- Acceptance or retention by Bank of other property or interests as security
for the Obligations, or for the liability of any person other than a Maker
with respect to the Obligations;
- Any release, extension, renewal, modification or compromise of any of the
Obligations or the liability of any obligor thereon; or
- Failure by Bank to resort to other security or any person liable for the
Obligations.
Each maker specifically consents to multiple renewals or extensions of
the Obligations. This Note shall be deemed extended through the date of
any advance made by Bank after the original maturity hereof; and any such
advance shall constitute principal due under this Note.

2. REPRESENTATION, WARRANTIES AND COVENANTS. Each Maker represents, warrants
and covenants as follows:
This Note, security agreement, deed of trust, mortgage, or other lien
document(s), if any, securing the Note have been duly authorized, executed
and delivered by the Maker and constitute legal, valid and binding
Obligations of Maker.
This Note evidences a loan for business or agricultural purposes.
Maker will provide business reports and with such frequency as Bank shall
request; and Maker agrees to pay all costs of collection in connection with
this Note, including reasonable attorneys' fees and legal expenses.

3. DEFAULTS AND REMEDIES. Upon the occurrence of one of more of the following
events of default:
- Maker fails to pay when due any of the Obligations, or to perform or
rectify breach of, any warranty or other undertaking by Maker in this Note
or the other Obligations; or breaches any other covenant or condition
described in any other document;
- Any Maker, endorser, surety, or guarantor of any of the Obligations dies,
ceases to exist, makes an assignment for the benefit of creditors, becomes
insolvent or the subject of bankruptcy or insolvency proceedings;
- Any representation made to induce Bank to extend credit under this Note or
otherwise is false in any material respect when made;
- A material adverse change, in the opinion of Bank, occurs in the financial
or business condition of any Maker or of any endorser, surety or guarantor
of this Note;
- The entry of a judgment against any Maker;
- Filing of any lien against any Maker;
- The taking possession of any substantial part of the property of any Maker
at the instance of any governmental authority;
- The dissolution, merger, consolidation, or reorganization of any Maker, or
other entity liable for this Obligation;
- Any other event occurs which causes Bank in good faith to deem itself
insecure;

then in such event, all of the Obligations shall, at the option of Bank
and without notice or demand, mature and become immediately due and
payable; and Bank shall have all rights and remedies for default provided
by the Uniform Commercial Code, and any other applicable law and/or the
Obligations.

All costs and expenses incurred by Bank in enforcing its rights under
this Note or any mortgage or other lien, endorsement, surety agreement,
guarantee relating thereto are the obligations of Maker and are
immediately due and payable. Interest shall accrue on such costs and
expenses from the date of incurrence at the rate specified herein for
delinquent Note payments. Each Maker, endorser, surety and guarantor
hereby waives presentment, protest, demand, notice of dishonor, and the
defense of any statute of limitations.

4. GENERAL. Without affecting the liability of any Maker, endorser, surety, or
guarantor, the holder may, without notice, renew or extend the time for
payment, accept partial payments, release or impair any collateral
security for the payment of this Note or agree to sue any party liable on
it.

Subject to rights afforded by law, Bank may, at any time and for any
reason, charge to or off-set against any amount then on deposit in any
account (including a savings certificate), whether or not then due, any
and all debts or liabilities (sole, several, joint, or joint and
severable, absolute or contingent, due or not due, liquidated or
unliquidated, secured or unsecured) then owed to Bank by depositor or in
the case of a multiple-party account, by any party to such multiple-party
account, and this agreement shall be construed to be the consent of
depositor and any such party for the Bank to make such charge or off-set
if consent be required by any person or future law.

Bank shall not be deemed to have waived any of its rights upon or under
this Note, or under any mortgage or other lien, endorsement, surety
agreement, or guarantee unless such waivers be in writing and signed by
Bank. No delay or omission on the part of Bank in exercising any right
shall operate as a waiver of such right or any other right. A waiver on
any one occasion shall not be construed as a bar to or waiver of any
right on any future occasion. All rights and remedies of Bank on
liabilities or the collateral whether evidenced hereby or by any other
instrument or papers shall be cumulative and may be exercised singularly
or concurrently.

Maker, if more than one, shall be jointly and severally liable hereunder
and all provisions hereof regarding the liabilities or security of Maker
shall apply to any liability or any security of any or all of them. This
agreement shall be binding upon the heirs, executors, administrators,
assigns or successors of Maker; shall constitute a continuing agreement,
applying to all future as well as existing transaction, whether or not of
the character contemplated at the date of this Note, and if all
transactions between Bank and Maker shall be at any time closed, shall be
equally applicable to any new transactions thereafter; shall benefit
Bank, its successors, and assigns; and shall so continue in force not
withstanding any change in any partnership party hereto, whether such
change occurs through death, retirement or otherwise.

This Note shall be construed according to the laws of the State of
Nebraska.

Unless the content otherwise requires, all terms used herein which are
defined in the Uniform Commercial Code shall have the meanings therein
stated.

Any provision of this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability
of such provision in any other jurisdiction.

<PAGE>

SECOND AMENDMENT TO LOAN AGREEMENT

This Agreement, made as of the 14th day of September, 1995, by and among
First National Bank of Omaha ("BANK"), a national banking association with
principal offices in Omaha, Nebraska; TRANSTERRA CO. ("BORROWER"), a Nebraska
corporation with principal offices in Omaha, Nebraska; AmeriTrade, Inc.
("AMERITRADE"), a Nebraska corporation with principal offices in Omaha,
Nebraska; and John Joe Ricketts ("GUARANTOR"), a resident of Douglas County,
Nebraska.

Whereas, BANK and BORROWER executed a written Loan Agreement dated
December 22, 1994, which was subsequently amended July 7, 1995 (the Loan
Agreement together with all amendments is referred to herein as "LOAN
AGREEMENT").

Whereas, BORROWER desires to increase REVOLVING NOTE from $500,000.00 to
$2,000,000.00.

Whereas, this amendment is executed contemporaneously with a revolving
promissory note in the amount of $2,000,000.00 ("REVOLVING NOTE") in the form
attached hereto as Exhibit A. A term promissory note in the amount of
$1,900,000.00 ("TERM NOTE") in the form attached hereto as Exhibit B, and a
term promissory note in the amount of $6,000,000.00 ("TERM NOTE B") in the
form attached hereto as Exhibit C, were previously executed pursuant to the
LOAN AGREEMENT. REVOLVING NOTE, TERM NOTE, and TERM NOTE B, together with
any renewals, extensions, or modifications thereof are collectively called
"NOTES", and are guaranteed by GUARANTOR. As collateral for the NOTES,
BORROWER has pledged a security interest in 7,559 shares of AMERITRADE
capital stock as evidenced by a pledge agreement in the form attached hereto
as Exhibit D.

Now, Therefore, in consideration for the NOTES, and their mutual
promises made herein, the parties agree as follows:

2. GUARANTOR consents to this Amendment, and by his execution hereof
ratifies and confirms his executed written guarantee of BORROWER'S
obligations.

<PAGE>

In witness whereof the parties set their hands as of the date first written
above.

TransTerra Co. AmeriTrade, Inc.

by /s/ John J. Ricketts by /s/ John J. Ricketts
----------------------------- ------------------------------
Its Chairman and CEO Its Chairman
--------------------------- ----------------------------

First National Bank of Omaha

by /s/ J.P. Bonham
----------------------------
Its Vice President
--------------------------

Acknowledged by:

/s/ John J. Ricketts
- -------------------------------
John Joe Ricketts, Individually as Guarantor

<PAGE>

THIRD AMENDMENT TO LOAN AGREEMENT

This Agreement, made as of the 31st day of January, 1996, by and among
First National Bank of Omaha ("BANK"), a national banking association with
principal offices in Omaha, Nebraska; TRANSTERRA CO. ("BORROWER"), a Nebraska
corporation with principal offices in Omaha, Nebraska; AmeriTrade, Inc.
("AMERITRADE"), a Nebraska corporation with principal offices in Omaha,
Nebraska; and John Joe Ricketts ("GUARANTOR"), a resident of Douglas County,
Nebraska.

Whereas, BANK and BORROWER executed a written Loan Agreement dated
December 22, 1994, which was subsequently amended July 7, 1995 and September
14, 1995 (the Loan Agreement together with all amendments is referred to
herein as "LOAN AGREEMENT").

Whereas, BORROWER desires to increase REVOLVING NOTE from $2,000,000.00 to
$4,000,000.00.

Whereas, this amendment is executed contemporaneously with a revolving
promissory note in the amount of $4,000,000.00 ("REVOLVING NOTE") in the form
attached hereto as Exhibit A. A term promissory note in the amount of
$1,900,000.00 ("TERM NOTE") in the form attached hereto as Exhibit B, and a
term promissory note in the amount of $6,000,000.00 ("TERM NOTE B") in the
form attached hereto as Exhibit C, were previously executed pursuant to the
LOAN AGREEMENT. REVOLVING NOTE, TERM NOTE, and TERM NOTE B, together with any
renewals, extensions, or modifications thereof are collectively called
"NOTES", and are guaranteed by GUARANTOR. As collateral for the NOTES,
BORROWER has pledged a security interest in 7,559 shares of AMERITRADE
capital stock as evidenced by a pledge agreement in the form attached hereto
as Exhibit D.

Now, Therefore, in consideration for the NOTES, and their mutual promises
made herein, the parties agree as follows:

1. All terms and conditions of the LOAN AGREEMENT shall remain in full force
and effect except as expressly amended herein. All capitalized terms herein
shall have the meanings described in the LOAN AGREEMENT.

2. GUARANTOR consults to this Amendment, and by his execution hereof ratifies
and confirms his executed written guarantee of BORROWER'S obligations.

<PAGE>

In witness whereof the parties set their hands as of the date first
written above.

TransTerra Co. AmeriTrade, Inc.

by /s/ John Joe Ricketts by /s/ John Joe Ricketts
------------------------------- -----------------------
Its Chairman and CEO Its Chairman & CEO
------------------------------- -----------------------

First National Bank of Omaha

by /s/ J.P. Bonham
-------------------------------
Its Vice President
-------------------------------

Acknowledged by:

/s/ John Joe Ricketts
- ----------------------------------
John Joe Ricketts, Individually as Guarantor

<PAGE>

MAKER
---------------------------------------

[LOGO] TRANSTERRA CO. PROMISSORY
NOTE

-----------------ADDRESS---------------
4211 S. 102 St.
Omaha, NE 68127

- --------------------------------------------------------------------------------
PRINCIPAL AMOUNT INTEREST RATE NOTE DATE MATURITY DATE OBLIGOR # NOTE #
- --------------------------------------------------------------------------------
$4,000,000.00 VARIABLE 01/31/96 01/31/97 2000000367 C#4 L#4
REG BASE
- --------------------------------------------------------------------------------
Maker promises to pay to the order of First National Bank of Omaha ('Bank')
at any of its offices, the principal sum hereof, which shall be: (Revolving)
THE LESSER OF FOUR MILLION AND NO/100 DOLLARS OR SO MUCH THEREOF AS MAY HAVE
BEEN ADVANCED BY BANK. THE MAKER MAY BORROW, REPAY WITHOUT PENALTY, AND
REBORROW FROM NOTE DATE UNTIL MATURITY DATE, EITHER THE FULL AMOUNT OF THIS
LOAN OR ANY LESSER SUM.

Interest shall be computed on the basis of actual days elapsed and a year of
360 days. The unpaid principal and interest due on this Note at maturity
(whether the Note matures by demand, acceleration, lapse of time or
otherwise) shall bear interest at the lesser of 6% per annum above the
interest rate stated above, or the highest rate allowed by law.

Principal and interest shall be paid as follows: PRINCIPAL DUE ON MATURITY
DATE, INTEREST DUE MONTHLY BEGINNING FEBRUARY 29, 1996 AND ON THE SAME DAY OF
EACH MONTH THEREAFTER.

Related Documents: Maker has signed the following documents in connection
with this Note:
SECURITY AGREEMENT(S) DATED 04/24/92 (S&PI) COVERING STOCK.

LOAN AGREEMENT DATED 12/22/94 & ALL AMENDMENTS THEREOF.

THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THE REVERSE
SIDE, AND ANY APPLICABLE LOAN AGREEMENT.

A credit agreement must be in writing to be enforceable under Nebraska law.
To protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money
or grant or extension of credit, or any amendment of, cancellation of, waiver
of, or substitution for any or all of the terms or provisions of any
instrument or document executed in connection with this loan of money or
grant or extension of credit, must be in writing to be effective.

Witnessed By: TransTerra Co.

/s/ J.P. Bonham By: /s/John Joe Ricketts Title: Chairman & CEO
- ----------------------- ------------------------ ---------------------

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
Officer Initials Officer # Cost Center New/Renewal Prepared By MEMO CALC TYPE LOAN CALC ID
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
214-JPB 101010 Repl. + smm increase from $2,000,000 Int Only #5 2000000367/C#4
---------------------------------------------------------------------------------------------------------------
101010-034 REV. 6/92
- -------------------
</TABLE>

<PAGE>

TERMS AND CONDITIONS

1. Maker shall reimburse Bank for all expenses incurred in protecting or
enforcing its rights.
Maker's liability under its Obligations ("all Maker's existing and future
obligations of whatever nature and whenever incurred to Bank") shall not be
affected by any of the following:
- Acceptance or retention by Bank of other property or interests as
security for the Obligations, or for the liability of any person other than
a Maker with respect to the Obligations;
- Any release, extension, renewal, modification or compromise of any of
the Obligations or the liability of any obligor thereon; or
- Failure by Bank to resort to other security or any person liable for the
Obligations.
Each maker specifically consents to multiple renewals or extensions of the
Obligations. This Note shall be deemed extended through the date of any
advance made by Bank after the original maturity hereof; and any such advance
shall constitute principal due under this Note.

3. DEFAULTS AND REMEDIES. Upon the occurrence of one of more of the following
events of default:

- Maker fails to pay when due any of the Obligations, or to perform or
rectify breach of, any warranty or other undertaking by Maker in this Note
or the other Obligations; or breaches any other covenant or condition
described in any other document;

- Any Maker, endorser, surety, or guarantor of any of the Obligations
dies, ceases to exist, makes an assignment for the benefit of creditors,
becomes insolvent or the subject of bankruptcy or insolvency proceedings;

- Any representation made to induce Bank to extend credit under this Note
or otherwise is false in any material respect when made;

- A material adverse change, in the opinion of Bank, occurs in the
financial or business condition of any Maker or of any endorser, surety or
guarantor of this Note;

- The entry of a judgment against any Maker;

- Filing of any lien against any Maker;

- The taking possession of any substantial part of the property of any
Maker at the instance of any governmental authority;

- The dissolution, merger, consolidation, or reorganization of any Maker,
or other entity liable for this Obligation;

- Any other event occurs which causes Bank in good faith to deem itself
insecure;

Subject to rights afforded by law, Bank may, at any time and for any
reason, charge to or off-set against any amount then on deposit in any
account (including a savings certificate), whether or not then due, any and
all debts or liabilities (sole, several, joint, or joint and severable,
absolute or contingent, due or not due, liquidated or unliquidated, secured
or unsecured) then owed to Bank by depositor or in the case of a
multiple-party account, by any party to such multiple-party account, and this
agreement shall be construed to be the consent of depositor and any such
party for the Bank to make such charge or off-set if consent be required by
any person or future law.

Bank shall not be deemed to have waived any of its rights upon or under
this Note, or under any mortgage or other lien, endorsement, surety
agreement, or guarantee unless such waivers be in writing and signed by Bank.
No delay or omission on the part of Bank in exercising any right shall
operate as a waiver of such right or any other right. A waiver on any one
occasion shall not be construed as a bar to or waiver of any right on any
future occasion. All rights and remedies of Bank on liabilities or the
collateral whether evidenced hereby or by any other instrument or papers
shall be cumulative and may be exercised singularly or concurrently.

Maker, if more than one, shall be jointly and severally liable hereunder
and all provisions hereof regarding the liabilities or security of Maker
shall apply to any liability or any security of any or all of them. This
agreement shall be binding upon the heirs, executors, administrators, assigns
or successors of Maker; shall constitute a continuing agreement, applying to
all future as well as existing transaction, whether or not of the character
contemplated at the date of this Note, and if all transactions between Bank
and Maker shall be at any time closed, shall be equally applicable to any new
transactions thereafter; shall benefit Bank, its successors, and assigns; and
shall so continue in force not withstanding any change in any partnership
party hereto, whether such change occurs through death, retirement or
otherwise.

If any party of this Note is a married person, such person or persons
hereby separately charges his or her separate estate, including both that now
owned and that hereafter acquired, with the payment of this Note.

This Note shall be construed according to the laws of the State of Nebraska.

Unless the content otherwise requires, all terms used herein which are
defined in the Uniform Commercial Code shall have the meaning therein stated.

Any provision of this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

<PAGE>
BROKER LOAN PLEDGE AND SECURITY AGREEMENT

Dated as of October 24th, 1989
------------ --

This Broker Loan Pledge and Security Agreement is executed by the Debtor
in favor of The First National Bank of Chicago.

1. DEFINITIONS:

As used in this Security Agreement:

"Bank" means The First National Bank of Chicago, its branches,
subsidiaries and affiliates and their successors and assigns.

"Collateral" means all of the following, wherever located, in which the
Debtor now has or hereafter acquires any interest including all cash and
non-cash proceeds and records relating thereto and all dividends, interest,
income, distributions, collections and any other rights or property which the
owner would be entitled to receive with respect to, or in substitution or
exchange for, any of the following: all Pledged Securities; all deposits with
the Bank; and all other property delivered or pledged to the Bank or in which
the Bank is granted a security interest or which is actually or
constructively held by or in the possession of the Bank or its agent or
designee, including, without limitation, any such property which is in any
account with the Bank or any account which is owned by, pledged to, or
controlled by, the Bank with a clearing corporation, custodian, trust
company, bank, broker, clearing company, Federal Reserve Bank or other
entity, and further including, without limitation, property delivered for
safekeeping, collection, pledge or transmission.

"Collateral Schedule" shall mean the schedules, lists, descriptions or
other communications (including by electronic data entry, telex and facsimile
transmission) delivered or transmitted to the Bank or its agent or designee
pursuant to Section 5 hereof, each of which shall constitute a part of this
Security Agreement.

"Customer Securities" means Securities carried by the Debtor for the
account of any customer within the meaning of Rules 8c-1 and 15c2-1 of the
Securities and Exchange Commission.

"Debtor" means the undersigned party designated as "Debtor" on the
signature page hereof.

"Default" means an event described in Section 6 hereof.

"Firm Securities" means Securities owned by the Debtor for its own
account.

<PAGE>
"Lien" means any security interest, mortgage, pledge, hypothecation,
lien, claim, charge, encumbrance, title retention, agreement or lessor's
interest, in or on any property.

"Obligations" means any and all existing and future indebtedness,
obligation and liability of every kind, nature and character, direct or
indirect, absolute or contingent (including all renewals, extensions and
modifications thereof and all fees, costs and expenses incurred by the Bank
in connection with the documentation, administration, collection or
enforcement thereof), of the Debtor to the Bank, howsoever and whensoever
created, arising, evidenced or acquired.

"Pledged Securities" means all Securities delivered to the Bank, its
agent or designee, including without limitation, those held by a depository,
clearing corporation or similar entity.

"Section" means a numbered section of this Security Agreement, unless
another document is specifically referenced.

"Security" and "Securities" shall mean instruments, certificated and
uncertificated securities, stocks, notes, bonds, debentures, government
securities, options, warrants, pass through certificates, and certificates of
deposit and any other security defined as such under the Illinois Uniform
Commercial Code, as amended from time to time.

"Security Agreement" means this Broker Loan Pledge and Security
Agreement, as it may be amended from time to time.

The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.

2. GRANT OF SECURITY INTEREST.

The Debtor hereby pledges and assigns to the Bank and grants to the Bank
a continuing security interest in, and right of offset against, the
Collateral to secure payment of the Obligations provided, however, that
Customer Securities shall secure the Obligations only to the extent described
in Section 12 hereof.

3. REPRESENTATIONS AND WARRANTIES.

The Debtor represents and warrants to the Bank that:

3.1. EXISTENCE AND STANDING. The Debtor, if a corporation, is duly
organized and is validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization, and the Debtor has all
requisite authority to conduct its business in each jurisdiction in which its
business is conducted.

Page 2
<PAGE>

3.2 AUTHORIZATION, VALIDITY AND ENFORCEABILITY. The execution and delivery
by the Debtor, if a corporation or partnership, of this Security Agreement
has been duly authorized by proper corporate or partnership proceedings, as
applicable, and this Security Agreement constitutes a legal, valid and
binding obligation of the Debtor and creates a security interest which is
enforceable against the Debtor in all now owned and hereafter acquired
Collateral.

3.3 FIRM SECURITIES. Each Pledged Security which is a Firm Security will,
at the time of pledge, be owned by the Debtor free and clear of any liens,
security interests or encumbrances, except for the security interest granted
to the Bank hereunder.

3.4 CUSTOMER SECURITIES. It is a broker or dealer as defined in the
Securities Exchange Act of 1934, as amended, and that the pledge of the
Securities designated as Customer Securities does not and will not contravene
any provision of Rules 8c-1 or 15c2-1 of the Securities and Exchange
Commission in effect from time to time. The Debtor has full power and
authority from each customer to pledge the Customer Securities and to permit
such Securities to be commingled with securities carried for the account of
other customers of the Debtor.

3.5 REGULATION U. In accordance with Section 2(c) of Regulation U of the
Board of Governors of the Federal Reserve System, it is subject to Regulation
T promulgated by such Board of Governors and does not extend or maintain
credit to or for customers except in accordance with the provisions of such
Regulation T. The Debtor further represents and warrants to the Bank that (i)
the proceeds of all extensions of credit constituting the Obligations shall
be used for one or more of the special purposes described in, and shall meet
the conditions of, Section 221.5(c) of Regulation U of such Board of
Governors or, if not so used, (ii) the Obligations will be secured by
Collateral having a sufficient value to comply with Regulation U.

4. COVENANTS

From the date of this Security Agreement, and thereafter until this
Security Agreement is terminated:

4.1 INSPECTION. The Debtor will permit the Bank, by its representatives
and agents, to inspect the Collateral, to examine and make copies of the
records of the Debtor relating thereto, and to discuss the Collateral, and
the records of the Debtor with respect thereto with, and to be advised as to
the same by, the Debtor's officers and employees.

4.2 RECORDS AND REPORTS. The Debtor will maintain complete and accurate
books and records with respect to the Collateral, and furnish to the Bank
such reports relating to the Collateral as the Bank may from time to time
request. With respect to any Collateral which may

Page 3

<PAGE>

be held by a third party, the Debtor shall instruct such party to mark its
records or take such other action acceptable to the Bank to reflect the
Bank's interest in such Collateral.

4.3 FINANCING STATEMENTS AND OTHER ACTIONS. The Debtor shall, at its own
expense, keep the Collateral free and clear of all liens, security interests,
claims, or encumbrances, except in favor of the Bank and defend the Bank's
interest in the Collateral against the claims of all persons and entities.
The Debtor will execute and deliver to the Bank all financing statements and
other documents from time to time requested by the Bank in order to maintain
a first perfected security interest in the Collateral.

4.4 UNCERTIFICATED SECURITIES. If any of the Collateral consists of
uncertificated securities, the Debtor will, or will authorize the Bank to,
cause the appropriate issuers of uncertificated securities constituting
Collateral to mark their books and records with the numbers and face amounts
of all uncertificated securities constituting Collateral and all rollovers
and replacements therefor to reflect the Lien of the Bank granted pursuant to
this Security Agreement, or the Debtor will take or cause the issuers or any
other third parties to take such other action or make such notifications as
may be required by applicable law.

4.5 REGISTRATION OF PLEDGED STOCK. The Bank may, at its option, register
any registerable Collateral in the name of the Bank or its nominee.

4.6 EXERCISE OF RIGHTS IN PLEDGED STOCK. The Debtor will permit the Bank
or its nominee at any time after the occurrence of a Default, without notice,
to exercise all voting and corporate rights relating to the Collateral,
including, without limitation, exchange, subscription or any other rights,
privileges or options pertaining to any shares of the stock pledged as
Collateral and the Pledged Securities as if it were the absolute owner
thereof.

4.7 NEGOTIABLE FORM. All Collateral, at the time it becomes part of the
Collateral, will be in negotiable form (either in bearer form, endorsed in
blank, with endorsement guaranteed, or such other form satisfactory to the
Bank, suitable for immediate transfer or registration to the Bank or its
nominee or at its order).

4.8 NO LIENS. The Debtor will not create, incur or suffer to exist any
lien, pledge, security interest or encumbrance on any of the Collateral except
the security interest created by this Security Agreement. None of the
Collateral will be held at any clearing corporation or clearing bank in an
account over which such clearing corporation or bank has any lien or right of
setoff or if held at a clearing corporation or clearing bank, the Bank shall
determine the collateral value of such Collateral only upon the excess, if
any, of the current market value of such Collateral over the amount of any

Page 4
<PAGE>

lien or right of set-off which such clearing corporation or clearing bank
has. If requested by the Bank, the Debtor will cause such clearing
corporation or clearing bank to from time to time confirm to the Bank the
amount of any such lien or right of set-off.

5. DELIVERY, SUBSTITUTION AND WITHDRAWAL OF COLLATERAL.

5.1. DELIVERY OF COLLATERAL. The Debtor shall promptly deliver to the
Bank, its agent or designee, all Collateral pledged to the Bank pursuant to
this Security Agreement. The Bank agrees that delivery to the Bank may be
accomplished by transfer of Pledged Securities to the account of the Bank at
Depository Trust Company in New York, the Midwest Securities Trust Company in
Chicago or any similar depository acceptable to the Bank and that any
direction by the Debtor to transfer any Securities to the Bank's account with
any such depository or any other action taken in accordance with a
depository's customary procedures regarding pledging of Collateral shall
constitute a pledge by the Debtor of such Securities to the Bank and the
confirmation of such pledge. Debtor further agrees that any agent or designee
of the Bank or any depository or clearing corporation holding the Collateral
shall have the right to deliver any Collateral held by it for the benefit of
the Bank to the Bank or to sell such Collateral at the direction of the Bank.

5.2 WITHDRAWAL OF COLLATERAL. Provided no Default shall exist prior to
or after giving effect thereto, the Debtor may withdraw all or any portion of
the Collateral from time to time if, simultaneously therewith and after
giving effect to any contemporaneous borrowings, repayments, and
substitutions of Collateral the outstanding balance of the Obligations is
secured by Securities of a type acceptable to the Bank having a collateral
value determined by the Bank in its sole discretion to be satisfactory to it.
No withdrawal or substitution of Collateral shall be effective until the Bank
shall have consented to such withdrawal or substitution. Notwithstanding the
foregoing, the Bank shall not be obligated to release any collateral in
violation of the release and substitution rules of Regulation U.

5.3. SALE OF SECURITIES. Unless the then outstanding Obligations are
secured by other Securities of a type acceptable to, and having a collateral
value satisfactory to, the Bank, the Debtor shall, promptly upon its receipt
of any proceeds from the sale, pledge or other disposition of any of the
Collateral, and in no event more than 10 days after such proceeds are
received by the Debtor, deliver such proceeds to the Bank to be deposited in
the special collateral account established pursuant to Section 9.2.

Page 5

<PAGE>

6. DEFAULT.

6.1. The occurrence of any one or more of the following events shall
constitute a Default:

6.1.1. Any representation or warranty made by or on behalf of the
Debtor to the Bank under or in connection with this Security Agreement
shall be materially false as of the date on which made.

6.1.2. The breach by the Debtor of any of the terms or provisions
of the Security Agreement.

6.1.3. Any material portion of the Collateral shall be transferred or
otherwise disposed of, either voluntarily or involuntarily, in any manner
not permitted by this Security Agreement or shall be lost, stolen, damaged
or destroyed.

6.1.4. Any Obligation shall not be paid when due, whether at stated
maturity, upon any accelerated maturity or otherwise.

6.1.5. Failure of the Debtor to pay any indebtedness when due, or
the default by the Debtor in the performance of any other term, provision
or condition contained in any agreement under which any such indebtedness
was created or is governed, the effect of which is to cause, or to permit
the holder or holders of such indebtedness to cause, such indebtedness to
become due prior to its stated maturity.

6.1.6. The Debtor shall (i) have an order for relief entered with
respect to it under the United States Bankruptcy Code, (ii) be unable,
or admit in writing its inability, to pay its debts generally as they
become due, (iii) make an assignment for the benefit of creditors, (iv)
apply for, seek, consent to, or acquiesce in, the appointment of a
receiver, trustee, examiner, liquidator or similar official for it or
any substantial part of its property, (v) institute any proceeding
seeking an order for relief under the United States Bankruptcy Code or
seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or
composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtor or fail to file an
answer or other pleading denying the material allegations of any such
proceeding filed against it, (vi) take any action, corporate or
otherwise, to authorize or effect any of the foregoing actions set forth
in this Section 6.1.6 or (vii) fail to object in good faith to any
appointment or proceeding described in Section 6.1.7.

Page 6

<PAGE>

6.1.7. Without the application, approval or consent of the Debtor,
a receiver, trustee, examiner, liquidator or similar official shall be
appointed for the Debtor or any substantial part of its property, or a
proceeding described in Section 6.1.6 shall be instituted against the
Debtor and such appointment continues undischarged or such proceeding
continues undismissed or unstayed for a period of 30 consecutive days.

6.1.8. The making of an application by the Securities Investor
Protection Corporation for a decree adjudicating that customers of the
Debtor are in need of protection under the Securities Investor Protection
Act of 1970, as amended from time to time and the failure of the Debtor
to obtain dismissal of such application within 30 days.

6.1.9. The Securities and Exchange Commission shall revoke the
registration of the Debtor as a broker-dealer.

6.1.10. The New York Stock Exchange or any other exchange of which
the Debtor is a member shall suspend (and not reinstate within 10 days)
or revoke the Debtor's status as a member organization thereof.

6.2. ACCELERATION AND REMEDIES. If any Default occurs, then, upon the
election of the Bank or, in the case of a Default under Section 6.1.6 or
6.1.7, without any action on the part of the Bank, the Obligations shall
immediately become due and payable without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived, and the Bank
may exercise any or all of the rights and remedies provided (i) in this
Security Agreement, (ii) to a secured party when a debtor is in default under
a security agreement by the Illinois Uniform Commercial Code and (iii) by any
other applicable law including, without limitation, any law governing the
exercise of a bank's right of setoff or bankers' lien. With respect to
Obligations which are contingent and cannot be accelerated by their nature,
the Bank may require the Debtor to deposit cash or other acceptable
collateral in an amount sufficient to cover principal and interest which will
have accrued by the maturity date on said Obligations to be held as security
for said Obligations in the special collateral account referred to in Section
9.2. The Bank may also, at its election, terminate or close-out any futures
contracts or commitments the Bank may have with the Debtor.

6.3 DEBTOR'S OBLIGATIONS UPON DEFAULT. Upon the request of the Bank
after the occurrence of a Default, the Debtor will:

6.3.1. ASSEMBLY OF COLLATERAL. Assemble and make available to the
Bank the Collateral and all records relating thereto at any place or
places specified by the Bank.

Page 7
<PAGE>

6.3.2. BANK ACCESS. Permit the Bank, by the Bank's
representatives and agents, to enter any premises where all or any part
of the Collateral, or the books and records relating thereto, or both,
are located, to take possession of all or any part of the Collateral and
to remove all or any part of the Collateral.

7. WAIVERS, AMENDMENTS AND REMEDIES.

No delay or omission of the Bank to exercise any right or remedy granted
under this Security Agreement or under applicable law shall impair such right
or remedy or be construed to be a waiver of any Default or an acquiescence
therein, and any single or partial exercise of any such right or remedy shall
not preclude other or further exercise thereof or the exercise of any other
right or remedy, and no waiver, amendment or other variation of the terms,
conditions or provisions of this Security Agreement whatsoever shall be valid
unless in writing signed by the Bank, and then only to the extent in writing
specifically set forth. All rights and remedies contained in this Security
Agreement or by law afforded shall be cumulative and all shall be available
to the Bank until the Obligations have been paid in full.

8. PROCEEDS.

The proceeds of the Collateral shall be applied by the Bank to payment
of the Obligations in the following order:

(a) FIRST, to payment of all costs and expenses of the Bank
incurred in connection with the collection and enforcement of the
Obligations or of the security interest granted to the Bank pursuant to
this Security Agreement;

(b) SECOND, to payment of the principal of, and unpaid interest
and fees in respect of the Obligations or to the collateralization of
all Obligations which are contingent and cannot by their nature be
accelerated which payments may be applied and reapplied to the
Obligations in such order as the Bank elects, and;

(c) THIRD, the balance, if any, after all of the Obligations have
been satisfied, shall be deposited by the Bank into the Debtor's general
operating account with the Bank, or to such other account as the Debtor
may direct in writing.

9. GENERAL PROVISIONS.

9.1. DISPOSITION OF COLLATERAL. After Default, the Bank may dispose of
all or any part of the Collateral in such a manner and upon such terms as the
Bank, in its sole discretion, shall determine. If any notification of a
proposed disposition of the Collateral is

Page 8

<PAGE>

required by applicable law, such notice shall be deemed reasonable if sent to
the Debtor, addressed as set forth in Section 10, at least 3 days prior to
any public sale or the time after which any private sale may be made. The
Debtor hereby expressly agrees that the Pledged Securities are securities of
a type customarily sold on a recognized market and as such, no notice of any
sale or disposition of any of the Pledged Securities need be given unless
trading in a particular Security shall have been suspended or ceased on all
recognized markets at such time.

9.2 SPECIAL COLLATERAL ACCOUNT. The Bank may require all cash proceeds
of the Collateral to be deposited in a special non-interest bearing cash
collateral account with the Bank and held there as security for the
Obligations. The Debtor shall have no control whatsoever over said cash
collateral account. If no Default has occurred or is continuing, the Bank
shall from time to time deposit the collected balances in said cash
collateral account into the Debtor's general operating account with the Bank
or, upon notice to the Debtor, apply such balances to payment of the
Obligations. If any Default has occurred and is continuing, the Bank may, at
its option, apply the collected balances in said cash collateral account to
the payment of the Obligations whether or not the Obligations shall then be
due, or hold said cash collateral as Collateral hereunder.

9.3 BANK PERFORMANCE OF DEBTOR OBLIGATIONS. Without having any
obligation to do so, the Bank may perform or pay any obligation which the
Debtor has agreed to perform or pay in this Security Agreement and the Debtor
shall reimburse the Bank for any amounts paid by the Bank pursuant to this
Section. The Debtor's obligation to reimburse the Bank pursuant to the
preceding sentence shall be an Obligation payable on demand.

9.4 AUTHORIZATION FOR BANK TO TAKE CERTAIN ACTION. The Debtor
irrevocably authorizes the Bank at any time and from time to time in the
sole discretion of the Bank and appoints the Bank as its attorney in fact to
act on behalf of the Debtor (i) to execute on behalf of the Debtor as
debtor and to file financing statements necessary or desirable in the Bank's
sole discretion to perfect and to maintain the perfection and priority of the
Bank's security interest in the Collateral, (ii) to indorse and collect any
cash proceeds of the Collateral, (iii) to file a carbon, photographic or
other reproduction of this Security Agreement or any financing statement with
respect to the Collateral as a financing statement in such offices as the
Bank in its sole discretion deems necessary or desirable to perfect and to
maintain the perfection and priority of the Bank's security interest in the
Collateral, and (iv) to apply the proceeds of any Collateral received by the
Bank to the Obligations as provided in Section 8.

9.5 SPECIFIC PERFORMANCE OF CERTAIN COVENANTS. The Debtor acknowledges
and agrees that a breach of any of the covenants contained in Sections 4.4,
4.8, 5.1, 5.3, 6.3 and 9.2 will cause irreparable injury to the Bank, that
the Bank has no adequate remedy

Page 9

<PAGE>

at law in respect of such breaches and therefore agrees, without limiting the
right of the Bank to seek and obtain specific performance of other
obligations of the Debtor contained in this Security Agreement, that the
covenants of the Debtor contained in the Sections referred to in this Section
shall be specifically enforceable against the Debtor.

9.6. USE AND POSSESSION OF CERTAIN PREMISES. Upon the occurrence of a
Default, the Bank shall be entitled to occupy and use any premises owned or
leased by the Debtor where any of the Collateral or any records relating to
the Collateral are located until the Obligations are paid or the Collateral
is removed therefrom, whichever first occurs, without any obligation to pay
the Debtor for such use and occupancy.

9.7. DISPOSITIONS NOT AUTHORIZED. The Debtor is not authorized to sell
or otherwise dispose of the Collateral except as set forth in Section 5.2 and
notwithstanding any course of dealing between the Debtor and the Bank or
other conduct of the Bank, no authorization to sell or otherwise dispose of
the Collateral (except as set forth in Section 5.2) shall be binding upon the
Bank unless such authorization is in writing signed by the Bank.

9.8. DEFINITION OF CERTAIN TERMS. Terms defined in the Illinois Uniform
Commercial Code which are not otherwise defined in this Security Agreement are
used in this Security Agreement as defined in the Illinois Commercial Code as
in effect on the date hereof.

9.9. BENEFIT OF AGREEMENT. The terms and provisions of this Security
Agreement shall be binding upon and inure to the benefit of the Debtor and
the Bank and their respective successors and assigns, except that the Debtor
shall not have the right to assign its rights under this Security Agreement
or any interest herein, without the prior written consent of the Bank.

9.10. SURVIVAL OF REPRESENTATIONS. All representations and warranties
of the Debtor contained in this Security Agreement shall survive the
execution and delivery of this Security Agreement.

9.11. TAXES AND EXPENSES. Any taxes (excluding income taxes) payable or
ruled payable by Federal or State authority in respect of this Security
Agreement shall be paid by the Debtor, together with interest and penalties,
if any. The Debtor shall reimburse the Bank for any and all out-of-pocket
expenses and interest charges (including reasonable attorneys', auditors', and
accountants' fees and reasonable time charges of attorneys, paralegals,
auditors and accountants who may be employees of the Bank) paid or incurred
by the Bank in connection with the preparation, execution, delivery,
administration, collection and enforcement of this Security Agreement and in
the audit, analysis, administration, collection, preservation or sale of

Page 10

<PAGE>

the Collateral (including the expenses and charges associated with any periodic
or special audit of the Collateral). The obligations of the Debtor under this
Section shall survive termination of this Security Agreement.

9.12. HEADINGS. The title of and section headings in this Security
Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the terms and provisions of this Security Agreement.

9.13. TERMINATION. This Security Agreement shall continue in effect
(notwithstanding the fact that from time to time there may be no Obligations or
commitments therefore outstanding) until (i) the Bank has received written
notice of its termination from the Debtor and (ii) no Obligations or commitments
of the Bank which would give rise to any Obligations shall be outstanding.

9.14. ENTIRE AGREEMENT. This Security Agreement embodies the the entire
agreement and understanding between the Debtor and the Bank relating to the
Collateral and supersedes all prior agreements and understandings between the
Debtor and the Bank relating to the Collateral.

9.15. CHOICE OF LAW. This Security Agreement shall be construed in
accordance with the laws of the State of Illinois applicable to contracts with
national banking associations made and performed wholly in Illinois.

9.16. INDEMNITY. The Debtor hereby agrees to assume liability for, and
does hereby agree to indemnify and keep harmless the Bank, and its
successors, assigns, agents and employees, from and against any and all
liabilities, damages, penalties, suits, costs, and expenses of any kind and
nature, imposed on, incurred by or asserted against the Bank, or its
successors, assigns, agents and employees, in any way relating to or arising
out of this Security Agreement, or the purchase, ownership, delivery,
possession, use, sale or other disposition of any Collateral except for any
such events arising out of the gross negligence or wilful misconduct by the
Bank, its successors, assigns, agents and employees.

9.17. CONSENT TO JURISDICTION AND WAIVER OF JURY TRIAL. The Debtor hereby
irrevocably submits to the non-exclusive jurisdiction of any United States
federal of Illinois state or local court sitting in Cook County, Illinois in any
action or proceedings arising out of or related to this Security Agreement and
hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in any such court. The Debtor hereby
waives any rights to jury trial in any action arising hereunder or in connection
herewith.

Page 11

<PAGE>

10. NOTICES.

10.1 SENDING NOTICES. Any notice required or permitted to be given under
this Agreement may be, and shall be deemed, given and sent when deposited in the
United States mail, postage prepaid, or by telegraph or telex when delivered to
the appropriate office for transmission, charges prepaid, addressed to the
Debtor or by hand delivery to the Debtor at the address set forth on Exhibit "A"
hereto as its principal place of business, and to the Bank at the address set
forth under its signature hereto.

10.2. CHANGE IN ADDRESS FOR NOTICES. Each of the Debtor and the Bank may
change the address for service of notice upon it by a notice in writing to the
other.

11. SETOFF.

In addition to, and without limitation of, any rights of the Bank under
applicable law, if the Debtor becomes insolvent, however evidenced, or any
Default occurs, any indebtedness from the Bank to the Debtor may be offset and
applied toward the payment of the Obligations, whether or not the Obligations,
or any part thereof, shall then be due.

12. CUSTOMER SECURITIES.

In order that the Debtor may comply with the Rules and Regulations of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, concerning the hypothecation of Customer Securities, the Bank hereby
agrees with the Debtor that, notwithstanding anything to the contrary contained
in this Security Agreement:

(a) None of the Obligations, except Obligations arising out of or in
connection with any credit extended against Customer Securities, shall
be secured by or be any Lien against any Customer Securities.

(b) All of the Obligations, however constituted, shall be secured by all
Firm Securities.

(c) No rehypothecation, assignment or other transfer of any Customers'
Securities or any interest therein shall be made by the Bank except
subject to the limitations contained herein.

Page 12

<PAGE>

IN WITNESS WHEREOF, the Debtor has executed this Security Agreement as of
the date first above written.

Ameritrade Inc.
-----------------------------------
("Debtor")

By: Kurt D. Halvorson
--------------------------------

Title: Controller
-----------------------------
(Address) AMERITRADE, INC.
119 SO. 19 ST.
OMAHA, NE 68102

Accepted:

THE FIRST NATIONAL BANK OF CHICAGO

By: [Illegible]
-------------------------------

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

The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670

Attention: Securities Division
-----------------------
Suite No. 0158
--------------

<PAGE>

MASTER BROKER LOAN NOTE

Chicago, Illinois
Date: October 24, 1989

FOR VALUE RECEIVED, Ameritrade, Inc. (the "Company") promises to pay to
the order of The First National Bank of Chicago (the "Bank"), in lawful money
of the United States at the office of the Bank at One First National Plaza,
Chicago, Illinois, or as the Bank may otherwise direct the aggregate
outstanding unpaid principal amount of loans ("Loans") advanced hereunder,
together with interest as provided below.

Except as provided in the following paragraph, each Loan hereunder shall
be due and payable on the day following the day on which the Loan is made and
shall bear interest at the rate per annum quoted to the Company by the Bank
("Transaction Rate"), which rate shall be applicable to and in effect for the
day on which it is quoted.

In addition to the Transaction Rate, the Company and the Bank may agree
to a fixed interest rate ("Fixed Rate") and a specific term in excess of one
day for a Loan (a "Fixed Rate Loan") at the time of borrowing. Each such
Fixed Rate Loan shall be due and payable at the specified maturity of such
Loan.

Unless another rate is specifically agreed to by the Bank for any Loan,
a Transaction Rate Loan or Fixed Rate Loan not paid when due shall thereafter
be payable on demand and bear interest at a rate equal to the greater of the
corporate base rate of interest announced by the Bank from time to time,
changing when and as the corporate base rate changes or the then applicable
Fixed Rate or Transaction Rate.

On each business day of the Bank for which the Company desires the Bank
to make a Loan, any person authorized to borrow on behalf of the Company (an
"authorized person") may request by telephone a quote for an interest rate
for such Loan. If the Bank elects to offer a Loan to the Company and if the
Company elects to accept the rate at the time such rate is quoted by the
Bank, then the Bank shall make a Loan at the stipulated rate on such day. Any
authorized person may request a Loan or an interest rate quote hereunder and
give the Bank information relevant to such Loan by telephone or telex. The
Company agrees that, in implementing this arrangement, the Bank is authorized
to honor requests which it believes, in good faith, to emanate from an
authorized person acting pursuant to this note, whether in fact that be the
case or not. The Company will confirm the terms of each Loan by mailing a
confirmation letter to the bank signed by an authorized person.

Page 14

<PAGE>

Each payment of principal hereunder shall be made in immediately
available funds (or clearinghouse funds if the Loan was made in clearinghouse
funds). Interest on all Loans shall be due and payable in immediately
available funds on the last day of each month during which a Loan is
outstanding. If any payment shall become due and payable on a Saturday,
Sunday or legal holiday under the laws of Illinois, such payment shall be
made on the next succeeding business day in Illinois and any such extended
time of the payment of principal shall be included in computing interest at
the rate this note bears in connection with such payment. All interest
hereunder shall be computed for the actual numbers of days elapsed on a
360-day year basis.

Fixed Rate Loans may be prepaid prior to the agreed maturity or that
Loan only upon payment to the Bank of all loss or cost to the Bank resulting
from such prepayment, including without limitation, any loss or cost in
liquidating or employing deposits acquired to fund or maintain such Fixed
Rate Loan.

The Company hereby authorizes the Bank to record Loans, maturities,
repayments, interest rates and payment dates on the schedule on the reverse
side of this note or otherwise on the Bank's books and records in accordance
with the Bank's usual practices. The obligation of the Company to repay each
Loan made hereunder shall be absolute and unconditional notwithstanding any
failure of the Bank to enter such amounts on such schedule and, in the event
of disagreement as to the terms of a transaction, the Bank's records shall
govern, absent manifest error. The Company hereby authorizes the Bank to
deposit the proceeds of Loans to, and to charge payments of principal and
interest against, the Company's deposit account with the Bank or as otherwise
requested by the Company. All Loans shall be made by the Bank in immediately
available funds unless the Company specifically requests clearinghouse funds
when such Loan is requested.

Nothing in this note shall constitute a commitment to make Loans to the
Company. In addition to, and without limitation of, any rights of the Bank
under applicable law, if any amount payable hereunder is not paid, when due,
there is any material adverse change in the Company's financial condition,
there is a default under any agreement governing indebtedness of the Company,
there is a default under any security agreement or other agreement between
the Company and the Bank, any petition is filed by or against the Company
under the United States Bankruptcy Code or similar state law or if the
Company becomes insolvent, howsoever evidenced, the Bank may declare all
unpaid principal and interest on the Loans and unpaid fees immediately due
and payable and any indebtedness from the Bank to the Company may be offset
and applied toward the payment of all unpaid principal, interest and fees
payable hereunder, whether or not such amounts or any part thereof, shall
then be due. The Company expressly waives any presentment, demand, protest or
notice in connection with this note

Page 15

<PAGE>

now, or hereafter, required by applicable law and agrees to pay all costs and
expenses of collection. The Company represents to the Bank, in accordance
with Regulation U of the Board of Governors of the Federal Reserve System,
that it is subject to Regulation T promulgated by such Board of Governors and
that it does not extend or maintain credit to or for customers except in
accordance with the provisions of such Regulation T. This note and all Loans
made hereunder, shall, to the extent permitted by law be secured by all
collateral, if any, now or hereafter pledged by the Company to the Bank
together with all proceeds thereof to the extent permitted by law.

This note shall be governed by the internal laws (and not the law of
conflicts) of the State of Illinois, giving effect, however, to federal laws
applicable to national banks.

Ameritrade Inc.
----------------------------------
By Kurt J. Halvorson
------------------------------
Title Controller
---------------------------

Page 16

<PAGE>

OFFICE BUILDING LEASE

THIS LEASE, made and entered into this 14th day of July, 1993, by and
between John Joe and Marlene M. Ricketts, husband and wife, hereinafter called
"Landlord", and TransTerra Co. a Nebraska corporation, hereinafter called
"Tenant".

W I T N E S S E T H:

1. DEMISED PREMISES. Landlord does hereby demise and lease unto Tenant,
and Tenant does hereby lease and hire from Landlord, the following described
premises situated in Douglas County, Nebraska, to-wit:

The office building and land located at 4211 South 102nd Street, Omaha,
Nebraska, depicted on the survey attached hereto as Exhibit "A" attached
and by this reference incorporated herein.

Such demised premises hereinafter are referred to, as the context may require,
as the "Premises"; the "Building"; and the "Land".

2. TERM. The term of this lease shall be for twenty (20) years plus
that additional period which shall be necessary to enable the term of this
lease to end on the last day of a calendar year and shall commence on the date
on which Landlord delivers possession of the Premises to Tenant.

3. BASE RENT. Tenant agrees to pay to Landlord, without demand,
deduction, or setoff, at Omaha, Nebraska, or at such other place as Landlord
from time to time may designate in writing, a fixed minimum annual base rent
in the amount of Five Hundred Ninety One Thousand Forty and no/100 Dollars
($591,040.00), which sum shall be payable by Tenant in equal consecutive
monthly installments of Forty Nine Thousand Two Hundred Fifty Three and 33/100
Dollars ($49,253.33) each, in advance, on the first day of each month during
the term of this lease. Rent for any period of less than a calendar month
shall be prorated on a daily basis and shall be paid within ten (10) days after
the end of the period for which it is due.

4. PERMITTED USE. Tenant may use and occupy the Premises for an office
building and no other purpose. Tenant agrees to conduct its business at
all times in a responsible and reputable manner and at all times to comply with
all laws, ordinances, and governmental regulations affecting the Premises and
its cleanliness, safety, occupancy, and use. Tenant shall not commit or suffer
to be committed any waste upon the Premises.

5. LANDLORD'S COVENANTS. Landlord covenants that it is the owner of the
real estate described in paragraph 1 of this lease;

<PAGE>

and that Landlord has full power and authority to make this lease with Tenant.
Landlord further covenants that Tenant, upon the complete and timely payment of
all rent and performance of Tenant's other obligations under this lease, shall
peacefully and quietly have, hold, and enjoy the occupancy of the Premises
throughout the term of this lease or until this lease is sooner terminated in
accordance with its provisions without any disturbance from Landlord or anyone
claiming by, through, or under Landlord.

6. MECHANIC'S LIENS. If any mechanic's lien or other lien is filed
against the Building or Land or any part thereof for any reason whatsoever by
reason of Tenant's acts or omissions or because of a claim against Tenant, then
Tenant shall cause each such lien to be cancelled and discharged of record by
bond or otherwise within ten (10) days after notice by Landlord and shall hold
Landlord harmless from any costs, expenses, damages, or liabilities directly or
indirectly resulting from such lien.

7. MAINTENANCE AND REPAIRS. Landlord, at its expense, shall keep the
Premises neat, orderly, safe, and clean and promptly shall make any and all
repairs and replacements to the Premises, to the Building and the fixtures and
equipment constituting a part thereof, and to the Land which may be required.

8. ENVIRONMENTAL MATTERS. For purposes of this paragraph "Hazardous
Substance" shall have the meaning given to such phrase in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
(42 USC Section 9601, ET SEQ.) and also shall include any flammable explosives,
radioactive materials, hazardous materials, hazardous wastes, hazardous or
toxic substances, or related materials which are regulated by any federal,
state, or local law, ordinance, rule, regulation, or policy relating to the
protection of the environment. For purposes of this paragraph an
"Environmental Regulation" is any federal, state, or local law, ordinance,
rule, regulation, or policy governing the use, storage, treatment,
transportation, manufacture, refinement, handling, production, discharge,
emission, or disposal of any Hazardous Substance. Tenant shall not use, store,
handle, produce, dispose of, discharge, take any other actions, or allow anyone
else to take any of such actions, with respect to any Hazardous Substance in,
at, on, or from the Premises in any manner which violates any Environmental
Regulation. During the term of this lease and any other periods of Tenant's
occupancy of the Premises, Tenant at its expense shall obtain, maintain in
effect, and comply with all permits and licenses required by any Environmental
Regulation applicable to Tenant or the Premises. Within three (3) business
days after Tenant is notified or otherwise becomes aware of any actual or
potential violation or alleged violation of any Environmental Regulation
involving or relating to the Premises, Tenant shall notify Landlord in writing
of such actual or potential violation or alleged violation and promptly shall
deliver to Landlord copies of any written materials that Tenant may have or
thereafter receive which pertain to or

<PAGE>

purport to give notice of such actual or potential violation or alleged
violation. Tenant at its expense promptly shall conduct and complete all
investigations, studies, sampling, testing, removal, and other actions
necessary to clean up and remove from the Premises any Hazardous Substance
which may have been introduced into or upon the Premises during the term of
this lease or any other period of occupancy of the Premises by Tenant, all in
accordance with and as required by any applicable Environmental Regulation and
the orders and directions of federal, state, and local governmental authorities
having jurisdiction over the Premises or such actions. Tenant shall provide
Landlord and Landlord's agents or representatives with access to the Premises
and to Tenant's files and records at all reasonable times for the purpose of
verifying Tenant's compliance with the requirements of this paragraph. Tenant
shall indemnify Landlord against and hold Landlord harmless from any and all
claims, demands, penalties, fines, liabilities, settlements, damages, costs, or
expenses of whatever kind or nature (including but not limited to attorney
fees, fees of environmental consultants, and laboratory fees) known or unknown,
contingent or otherwise, arising out of or in any way related to the presence,
release, threatened release, or disposal of any Hazardous Substance in, upon,
or from the Premises or arising out of or in any way related to the violation
by Tenant or the Premises of any Environmental Regulation during the term of
this lease and any other period of Tenant's occupancy of the Premises. The
obligations of Tenant under this paragraph shall survive the termination of
this lease and of Tenant's occupancy of the Premises.

9. SIGNS AND TRADE FIXTURES. Tenant shall not install any signs upon
the exterior of the Building without the prior written consent of Landlord,
which consent shall not be unreasonably withheld. Tenant understands that the
Building will be subject to certain architectural and other restrictions, and
it shall not be considered to be unreasonable for Landlord to withhold its
consent to the installation of any such signs in order to insure compliance
with such restrictions. The immediately preceding sentence shall not be deemed
in any way to limit Landlord's considerations in determining whether or not to
give its consent to the installation of any signs upon the exterior of the
Building, and Landlord and Tenant agree that there may be reasonable causes
other than such architectural and other restrictions for Landlord to withhold
such consent. Tenant may install in or upon the Premises and remove therefrom
such trade fixtures as it may deem necessary or appropriate to its business
operations; provided, that the removal of such trade fixtures shall cause no
material damage to the Premises. Any damage which may be caused to the
Premises by the removal of any of Tenant's trade fixtures shall be repaired by
Tenant at its expense forthwith upon the removal of any such trade fixtures;
provided, that such damage is not caused by the negligence of Landlord or its
contractors, agents, servants, employees, or anyone else for whom Landlord may
be responsible.

<PAGE>

10. ALTERATIONS BY TENANT. Tenant shall make no alterations or additions
whatsoever to the Premises or the Building or to any of the mechanical,
electrical, plumbing, heating, air conditioning, sprinkler, or sewer systems
serving the Premises or the Building without prior written consent of Landlord,
which consent shall not be unreasonably withheld. At the time Landlord's
consent to any alterations or additions is sought, Tenant shall submit to
Landlord plans and specifications for such work, together with a statement of
the estimated cost of such work. All such alterations or additions shall be
completed in a good and workmanlike manner with first-class materials. At
Landlord's option, any additions or alterations made to the Premises by Tenant
shall remain a part of the Premises and be surrendered therewith upon the
termination of this lease, or upon the termination of this lease Tenant shall
restore the Premises to their original condition at Tenant's expense.

11. INDEMNIFICATION. Tenant agrees to indemnify Landlord against and to
hold Landlord harmless from any and all claims or demands of any third party
arising from or based upon any alleged act, omission, or negligence of Tenant
or Tenant's contractors, concessionaires, licensees, agents, servants,
invitees, employees, or anyone else for whom Tenant may be responsible. In the
event that Landlord shall be made a party to any litigation commenced by any
third party against Tenant, for which there is no liability on Landlord's part,
then Tenant shall indemnify Landlord against and hold Landlord harmless from
such litigation and shall pay all costs, expenses, and reasonable attorneys'
fees incurred or paid by Landlord in connection with such litigation.

12. PUBLIC LIABILITY INSURANCE. Landlord at its expense at all times
during the term of this lease and any other period of occupancy of the Premises
by Tenant shall provide and maintain with respect to the Premises general
public liability insurance, with both Landlord (and any mortgagee of Landlord)
and Tenant as named insureds, which insurance shall provide coverage of not
less than $1,000,000 for personal injury and property damage. Upon Tenant's
written request Landlord shall furnish to Tenant appropriate certificates
evidencing that such insurance is in force.

13. HAZARD INSURANCE. Landlord at all times during the term of this
lease and any other period of occupancy of the Premises by Tenant shall provide
and maintain at Landlord's expense with respect to the Building fire and
extended coverage insurance to the extent of the replacement cost of the
Building, on a not less than eighty percent (80%) co-insurance basis and rent
insurance satisfactory to Landlord. Tenant understands and agrees that such
insurance will not cover any of Tenant's property, including but not limited to
leasehold improvements, in the absence of a prior written agreement between
Landlord and Tenant with respect to such coverage.

<PAGE>

14. EMPLOYEE PARKING. Tenant's employees shall park their motor vehicles
only in the areas of the parking lot not specifically designated by Landlord
for visitors' use.

15. ASSIGNMENT AND SUBLETTING. Tenant shall have no right to assign this
lease (whether voluntarily or by operation of law) or to sublet the Premises
without the prior written consent of Landlord, which consent shall not
unreasonably be withheld; provided that, notwithstanding Landlord's giving of
such consent, Tenant shall remain primarily liable to Landlord for the payment
of the rent and the performance of Tenant's obligations under this lease, and
in the event that any such sublease approved by Landlord shall provide for the
payment of rent in excess of rent payable under this lease, such excess rent
shall be paid to Landlord as it becomes due under the terms of such sublease.

16. ENTRY BY LANDLORD. Landlord shall have the right to enter the
Premises at all reasonable hours for the purpose of inspecting the Premises and
for all other necessary purposes; provided, that such entry shall not
unreasonably interfere with the conduct of Tenant's business. For a period
commencing six (6) months prior to the termination of this lease, Landlord may
have reasonable access to the Premises for the purpose of exhibiting the
Premises to prospective tenants thereof and may display "For Rent" signs on the
Premises.

17. BUILDING OPERATIONS. Landlord shall furnish reasonably adequate
heating and air conditioning for the Premises during normal business hours and
at such other times as Landlord may deem necessary or desirable for the
Building. Landlord shall furnish water and electricity for the Premises;
provided, that Tenant shall not install or use any equipment in the Premises
which requires unusual or excessive amounts of electricity without Landlord's
prior written consent. Landlord shall furnish reasonably adequate janitorial
service after normal business hours and during normal business hours on such
special occasions as Landlord may deem necessary. Tenant agrees that Landlord
shall have the right to discontinue any service above mentioned or any part
thereof whenever and during any period for which bills for rent or other
services are not promptly paid by Tenant. Tenant further agrees that Landlord
shall not be liable for damages, nor shall the rent provided for in this lease
be abated, for Landlord's failure to furnish or delay in furnishing any service
above mentioned when such failure to furnish, or delay in furnishing, is
occasioned, in whole or in part, by reasonably necessary repairs, renewals, or
improvements, any strike or labor controversy, any accident or casualty
whatever, any unauthorized act or default of any employee of landlord, or nay
other cause or causes beyond the reasonable control of Landlord; provided, that
Landlord shall follow reasonable maintenance and replacement schedules to
maintain the Building and the fixtures and equipment constituting a part
thereof in good operating condition.

<PAGE>

18. DAMAGE BY CASUALTY. If, during the term of this lease, the Premises
shall be so damaged by fire or other casualty as to be rendered wholly or
partially untenantable, then the rent shall be abated in proportion to
Tenant's loss of use of the Premises while the Premises remain wholly or
partially untenantable; and in the event of such damage Landlord shall,
within thirty (30) days after such damage, elect whether to repair the
Premises or to terminate this lease and notify Tenant in writing of such
election. If Landlord elects not to repair the Premises, then this lease
shall be deemed to have been terminated as of the date of such damage; but
Landlord and Tenant shall fulfill all of their obligations under this lease
which accrued on or before the effective date of such termination. If
Landlord elects to repair the Premises, then Landlord shall complete such
repairs within 270 days after the occurrence of such damages and, upon
completion thereof, shall so notify Tenant in writing whereupon Tenant's
obligation to pay the full amount of its rent under this lease shall resume
as of the date the repaired Premises are made available to Tenant for
occupancy.

19. BANKRUPTCY. In the event that Tenant becomes subject to voluntary or
involuntary proceedings under the Bankruptcy Reform Act of 1978 (the "Act"),
Landlord shall have all of the rights and remedies which are available to a
Landlord under the Act in such event.

20. HOLDOVER. If Tenant remains in possession of the Premises after the
termination of this lease without the execution of a new lease, then Tenant
shall be deemed to be occupying the Premises as a tenant from month-to-month,
subject to all of the conditions, provisions, and obligations of this lease.

21. WAIVERS. One or more waivers by Landlord or Tenant of a breach of
any covenant or condition by the other of them shall not be construed as a
waiver of the subsequent breach of the same covenant or condition, and the
consent or approval by Landlord or Tenant to or of any act by either requiring
the other's consent or approval shall not be deemed to waive or render
unnecessary either party's consent to or approval of any subsequent similar act
by the other party.

22. WAIVER OF CLAIMS. Tenant agrees that (except for the willful
misconduct of Landlord and Landlord's agents and employees) Landlord and
Landlord's agents and employees shall not be liable for and Tenant hereby
waives all claims for damage to persons or property sustained by Tenant or any
person claiming by, through, or under Tenant resulting from any accident or
occurrence in or upon the Premises or any part of the Building, or Land,
including but not limited to claims for damage resulting from (a) any equipment
or appurtenances becoming out of repair; (b) injury done or occasioned by fire
or wind or other natural condition or event; (c) any defect in or failure of
plumbing, heating, sprinkler, or air conditioning equipment, electrical wiring
or equipment, gas, water,

<PAGE>

or steam pipes, elevators, stairs, porches, railings, driveways or walks; (d)
broken glass; (a) the backing up of any sewer pipe or downspout; (f) the
bursting, leaking, or running over of any tank, tub, washstand, water closet,
waste pipe, drain, or any other pipe or tank in, upon, or about the Premises,
or the stoppage of any utility service for the purpose of inspecting the system
or making repairs thereto; (g) the escape of steam or hot air; (h) water, snow,
or ice being upon or coming through the roof, skylight, trap door, stairs,
walks, or any other place upon or near the Premises or otherwise; (i) the
falling of any fixtures, plaster, or stucco; and (j) any act, omission, or
negligence of co-tenants or of other persons or occupants of the Building or of
adjoining or contiguous buildings or of owners of adjacent or contiguous
property.

23. NOTICES. Whenever under this lease a provision is made for notice of
any kind, such notice and the service thereof shall be deemed sufficient if
such notice to Tenant is in writing addressed to Tenant at the Premises, and is
delivered personally or sent by certified mail with postage prepaid, and if
such notice to Landlord is in writing addressed to Landlord at ________________
____________________________________ and is delivered personally or sent by
certified mail with postage prepaid. Either party may by notice to the other
party change the address at which it wishes to receive any notice given under
this lease.

24. RELATIONSHIP OF PARTIES. Nothing contained in this lease shall be
deemed or construed by the parties hereto, or by any third party, to create the
relationship of principal and agent or of partnership or of joint venture
between the parties hereto, it being understood and agreed that neither the
method of computation of rent, nor any other provision contained herein, nor
any acts of the parties hereto shall be deemed to create any relationship
between the parties hereto other than the relationship of landlord and tenant.

25. REAL ESTATE TAXES. Landlord agrees to pay, prior to delinquency, the
general real estate taxes on the Land and Building whose delinquency dates
occur during the term of this lease.

26. DELAYS IN PERFORMANCE. The performance by Landlord and Tenant of any
of their respective obligations or undertakings provided for in this lease
(except the payment of rent or any other sums of money payable by Tenant under
this lease) shall be excused and no default shall be deemed to exist in the
event and so long as the performance of any such obligation or undertaking is
prevented, delayed, retarded, or hindered by any act of nature, fire,
earthquake, flood, explosion, action of the elements, war, riot, failure of
transportation, strikes, lockouts, action of labor unions, condemnation, laws,
orders of government or civil or military authorities, inability to procure
labor, equipment, facilities, materials or supplies in the open market, or any
other cause beyond the control of Landlord or Tenant, as the case may be.

<PAGE>

27. DELINQUENT PAYMENTS. If any rent or other sums due and payable by
Tenant under this lease are not paid within ten (10) days after such rent, or
other sums are due and payable, then such unpaid base rent, additional rent, or
other sums shall bear interest at the rate of twelve (12%) per cent per annum,
or, if lower, at the maximum contract interest rate allowable by law from their
respective due dates until paid.

28. DEFAULT. If Tenant defaults in the payment of any rent or other sums
due and payable to Landlord under this lease and such default continues for a
period of ten (10) days, or if Tenant shall violate or default in the
performance of any covenants, agreements, stipulations or other conditions
contained herein (other than the payment of rent and other sums payable under
this lease) and such violation or default continues for a period of thirty (30)
days after written notice of such violation or default has been given by
Landlord to Tenant (or, in the case of a default not curable within thirty (30)
days, if Tenant shall fail to commence to cure the same within thirty (30) days
and thereafter proceed diligently to complete the cure thereof), then
Landlord, at its option, upon fifteen (15) days prior written notice to Tenant
may re-enter and repossess the Premises, with or without process of law, and
declare this lease terminated and the term of this lease ended forthwith.
Landlord may use such force as may be necessary to remove all persons and
property then located in the Premises, and Landlord shall not be liable for
damages by reason of such re-entry and repossession. Notwithstanding such re-
entry and repossession by Landlord, the liability of Tenant for the payment of
the rent and other sums due hereunder and for the performance of Tenant's other
obligations hereunder for the balance of the term of this lease shall not be
relinquished or extinguished; and Landlord at any time may commence such one or
more actions as it may deem necessary to collect any sums due from Tenant under
this lease. In the event of any such re-entry and repossession, Landlord shall
have the right to relet all or any portion of the Premises upon such terms and
conditions as Landlord may deem appropriate; and any such reletting shall not
relieve Tenant of any of its obligations to Landlord under this lease, except
to the extent of any net rentals actually received by Landlord from such
reletting after deducting all of Landlord's expenses (including but not limited
to legal expenses, brokerage commissions, and the costs of remodeling the
Premises so as to render it suitable for reletting) incurred in preparing for
and accomplishing such reletting. Tenant further agrees to pay, in addition to
the rentals and other sums agreed to be paid hereunder, such additional sums as
a court of competent jurisdiction may adjudge reasonable as attorneys' fees in
any suit or action resulting in a judgment in favor of Landlord instituted by
Landlord to enforce the provisions of this lease or the collection of the
rentals or other sums payable by Tenant hereunder.

29. SHORT-FORM LEASE. Both parties agree not to record this lease; but
each party hereto agrees, at the request of the other, to execute a so-called
"short form" of lease in form recordable and

<PAGE>

reasonably satisfactory to Landlord's attorneys. In no event shall such "short
form" lease set forth the rental and other charges payable by Tenant under this
lease, and any such "short form" lease shall expressly state that it is
executed pursuant to the provisions contained in this lease and is not intended
to vary the terms and conditions of this lease.

30. SUBORDINATION. Landlord may assign its rights under this lease as
security to the holders of one or more mortgages (which term shall include a
mortgage, trust deed, or other encumbrance) now or hereafter in force against
all or any part of the Building, or Land. Upon the request of Landlord, Tenant
will subordinate its rights hereunder to the lien of one or more mortgages
(which term shall include a mortgage, trust deed, and other encumbrance) now or
hereafter in force against all or any part of the Building, or Land and to all
advances made or hereafter to be made upon the security thereof; provided, that
any such mortgage shall provide that the mortgagee, in the event of its
acquiring title to the Building or Land, whether through foreclosure, judicial
process, or otherwise, shall recognize the validity of this lease and shall
honor the rights of Tenant hereunder so long as Tenant (a) is not in default
under this lease at the time such mortgagee acquires such title and (b) agrees
to attorn to such mortgagee as if it were the original Landlord hereunder.

31. CUMULATIVE RIGHTS. The rights, options, elections and
remedies of both parties contained in this lease shall be cumulative and may be
exercised on one or more occasions; and none of them shall be construed as
excluding any other or any additional right, priority, or remedy allowed or
provided by law.

32. EMINENT DOMAIN. If the whole of the Premises shall be taken by any
public authority under the power of eminent domain, then the lease term shall
cease as of the date possession shall be taken by such public authority; and
Tenant shall pay rent up to that date with an appropriate refund by Landlord of
such rent as shall have been paid in advance for a period subsequent to the
date of the taking of possession. If less than twenty-five percent (25%) of
the floor space of the Premises shall be so taken, then the lease term shall
cease only as to the part taken as of the date possession shall be taken by
such public authority, and Tenant shall pay its full rent up to that day with
an appropriate refund to Tenant of such rent as may have been paid in advance f
or a period subsequent to the date of the taking; and in such event, Landlord
at its expense shall make all necessary repairs and alterations to the Premises
and the Building so as to constitute the remaining premises a complete
architectural unit. If more than twenty-five percent (25%) of the floor space
of the Premises shall be so taken, then the lease term shall cease only as to
the part so taken from the date possession shall be taken by such public
authority, and Tenant shall pay its full rent up to that day with an
appropriate refund by Landlord of such rent as may have been paid in advance
for a period subsequent to the date of the taking,

<PAGE>

except that either party shall have the right to terminate this lease upon
notice in writing to the other party given within thirty (30) days after such
taking of possession; in the event Tenant remains in possession and Landlord
does not so terminate, then all of the terms herein provided shall continue in
effect except that the Base Rent shall be equitably adjusted, and Landlord
shall make all necessary repairs or alterations to the Premises and the
Building so as to constitute the remaining premises a complete architectural
unit. If more than fifty percent (50%) of the floor space in the Building shall
be taken under the power of eminent domain, either party may, by notice in
writing to the other delivered on or before the day of surrendering possession
to the public authority, terminate this lease; and all rent under this lease
shall be computed to the date of such termination. All compensation awarded for
any taking under the power of eminent domain, whether for the whole or any part
of the Premises, shall be the property of the Landlord, whether such damages be
awarded as compensation for diminution in the value or loss of the leasehold or
for diminution in the value of or loss of the fee of the Premises or
otherwise; and Tenant hereby assigns to Landlord all of Tenant's right, title,
and interest in and to any and all such compensation except for moving costs.

33. ADJUSTMENT. Notwithstanding the foregoing provisions of this
Paragraph 33, if for any calendar year during the term of this Lease, should
real estate taxes, insurance, utilities, maintenance and repairs, and all other
ordinary and necessary expenses (excluding provisions for depreciation and/or
amortization and expenditures of a capital nature) which are the obligations of
the Landlord hereunder, hereafter referred to as operating expenses and which
term specifically excludes any payments of principal or interest on any
purchase money mortgage on the Premises, exceed Two Hundred Seventy-Five
Thousand Dollars ($275,000.00), then the rent for such calendar year shall
automatically be increased by such excess. Any additional rent required of
Tenant pursuant to the provisions of this paragraph shall be payable within ten
(10) days of demand by landlord, which demand shall be accompanied by an
accounting setting forth the computation of how such additional rent was
determined.

34. CONTINUOUS OCCUPANCY. Tenant agrees continuously throughout the term
of this lease to occupy the Premises and to conduct its business therefrom
during all normal business hours, except when the Premises are untenantable by
reason of the occurrence of any damage thereto or the destruction thereof.

35. BINDING AGREEMENT. All rights and liabilities herein given to or
imposed upon the respective parties hereto shall extend to and bind the
respective heirs, executors, Administrators, legal representatives, successors,
and assigns of such parties. No rights, however, shall inure to the benefit of
any assigns of Tenant unless the assignment thereof to such assignee has been

<PAGE>

approved by Landlord in writing if such approval is required by this lease.

36. ESTOPPEL CERTIFICATES. Tenant, from time to time upon written
request from Landlord, agrees to execute, acknowledge, and deliver to
Landlord, in form reasonably satisfactory to Landlord or Landlord's
mortgagee, a written statement certifying that Tenant has accepted the
Premises, that this lease is unmodified and in full force and effect (or, if
there have been modifications, that this lease is in full force and effect as
modified, setting forth the modifications), that Landlord is not in default
hereunder, the date to which the rent and other amounts payable by Tenant
have been paid in advance (if any), and such additional facts as reasonably
may be required by Landlord or Landlord's mortgagee. Tenant understands and
agrees that any such statement delivered pursuant to this paragraph may be
relied upon by any prospective purchaser or mortgagee of the Premises and
their respective successors and assigns.

37. GOVERNING LAW. This lease shall be governed by and construed in
accordance with the laws of the State in which the Premises are located.

38. MULTIPLE COUNTERPARTS. This lease may be executed in multiple
counterparts, each of which shall be deemed to be an original for all purposes.

39. DEFINITIONS. Except as otherwise expressly stated in this lease, the
"term" of this lease shall include the original term and any additional term
or extended term, and references to this "lease" shall include this instrument
and any properly executed amendment thereof or supplement thereto.

40. NO PERSONAL LIABILITY. Anything in this lease to the contrary
notwithstanding, Tenant agrees that it will look solely to the equity, estate,
and property of Landlord in the Building, and Land (subject to prior rights of
the holder of any mortgage or deed of trust thereon) for the collection of any
judgment requiring the payment of money by Landlord in the event of any default
on the part of Landlord in the observance or performance of any of the terms,
covenants, and conditions of this lease to be observed or performed by
Landlord; and Tenant understands and agrees that no other assets of Landlord
shall be subject to levy, execution, or other process for the satisfaction of
any such judgment or for the enforcement of any rights or remedies of Tenant.

41. SALE OR UNDERLYING LEASE. In the event of a sale or transfer of the
Building and Land or any undivided interest therein, or in the event of the
making by Landlord of an underlying lease of the Building and Land, the
respective grantor, transferor, or landlord, as the case may be, thereafter
shall be entirely relieved of all obligations to be performed by Landlord under
this lease to the extent of the interest in or portion of the Building,

<PAGE>

and Land so sold, transferred, or leased; and, without further agreement
between any of the parties hereto and the purchaser or transferee in the event
of any such sale or transfer, as the case may be, such purchaser, or transferee
shall be deemed to have assumed and agreed to carry out all of the obligations
of Landlord under this lease. Notwithstanding the foregoing provisions of this
paragraph, the grantor, transferor, or landlord, as the case may be, referred
to in this paragraph shall not be relieved of any liability to Tenant arising
or occurring prior to the sale transfer, or lease referred to herein.

42. PARAGRAPH TITLES. The titles of the various paragraphs of this lease
have been inserted merely as a matter of convenience and for reference only
and shall not be deemed in any manner to define, limit, or describe the scope
or intent of the particular paragraphs to which they refer or to affect the
meaning or construction of the language contained in the body of such
paragraphs.

43. SEVERABILITY. If any provision of this lease shall be declared
legally invalid or unenforceable, then the remaining provisions of this lease
nevertheless shall continue in full force and effect and shall be enforceable
to the fullest extent permitted by law.

44. TIME OF ESSENCE. Time is of the essence of this lease, and all
provisions of this lease relating to the time of performance of any obligation
under this lease shall be strictly construed.

45. BROKERS. Tenant warrants that it had no dealings with any broker or
agent in connection with the negotiations for or execution of this lease other
than Landlord's broker, if any; and Tenant agrees to indemnify Landlord against
and to hold Landlord harmless from any and all cost, expense, or liability for
commissions or other compensation or charges claimed by any other broker or
agent with respect to this lease.

46. NUMBER AND GENDER. Where the context of this lease requires,
singular words shall be read as if plural, plural words shall be read as if
singular, and words of neuter gender shall be read as if masculine or feminine.

47. COMPLETION OF PREMISES. Tenant accepts the Premises "as is".

48. SECURITY DEP0SIT. No security deposit shall be required of Tenant.

49. ENTIRE AGREEMENT. Tenant and Landlord hereby agree that this
document and the Exhibits hereto which are listed below represent the entire
agreement between the parties hereto with respect to the Premises and that
there are no other agreements,

<PAGE>

promises, or representations, written or verbal, between the parties hereto
pertaining to the Premises or the subject matter hereof. This lease may not be
amended or supplemented orally but only by an agreement in writing which has
been signed by the party against whom enforcement of any such amendment or
supplement is sought.

50. EXHIBITS. Exhibit "A" is attached hereto and made a part
of this lease.

IN WITNESS WHEREOF, Landlord and Tenant have executed this
lease on the day and year first above written.

/s/ John Joe Ricketts
---------------------------
John Joe Ricketts

/s/ Marlene M. Ricketts
--------------------------
Marlene M. Ricketts

LANDLORD

TRANSTERRA CO., a Nebraska
corporation

By: /s/ John Joe Ricketts
------------------------

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

<PAGE>

AMENDMENT
TO
OFFICE BUILDING LEASE

THIS AMENDMENT TO OFFICE BUILDING LEASE, made and entered into this 27
day of September, 1996, is an amendment to a certain Office Building Lease dated
July 14, 1993, by and between John Joe and Marlene M. Ricketts, husband and
wife, hereinafter called "Landlord", and TransTerra Co., a Nebraska corporation,
hereinafter called "Tenant".

W I T N E S S E T H:

WHEREAS, Landlord and Tenant entered into a certain written Office Building
Lease (hereinafter "Lease") wherein Landlord leased unto Tenant and Tenant
leased from Landlord a certain office building and land located at 4211 South
102nd Street, Omaha, Nebraska (hereinafter referred to, as the context may
require, as the "Premises"; the "Building"; and the "Land") as depicted on the
survey attached to the Lease as Exhibit "A"; and

WHEREAS, Tenant is in need of additional office space and Landlord is
willing to provide such space by constructing as an addition to the Building on
the Land a two-story office building approximately 35,000 square feet in size;
and

WHEREAS, the parties hereto wish to amend the Lease in the following
hereinafter identified particulars in order that such Lease will incorporate
therein the new two-story office building addition to be constructed by
Landlord.

NOW, THEREFORE, in consideration of the foregoing preambles which are
incorporated herein and made a part hereof by this reference, and in further
consideration of the mutual covenants of the parties hereto, it is hereby agreed
that said Lease is changed and amended as hereinafter provided:

1. TERM. Paragraph 2 of the Lease is hereby amended to provide for a
term of twenty (20) years commencing on the date Tenant occupies the new
addition (currently estimated as April 1, 1997), plus that additional period
which shall be necessary to enable the term of the lease to end on the last day
of a calendar year.

2. BASE RENT.

a) Paragraph No. 3 of the Lease is hereby amended to provide that Tenant
agrees to pay to Landlord, without demand, deduction, or setoff, at Omaha,
Nebraska, or at such other place as Landlord from time to time may designate in
writing, a fixed minimum annual base rent in the amount of One Million Two
Hundred Eighty-eight

<PAGE>
Thousand Dollars ($1,288,000.00), which sum shall be payable by Tenant in
equal consecutive monthly installments of One Hundred Seven Thousand Three
Hundred Thirty-three and 33/100 Dollars ($107,333.33) each, in advance, on
the first day of each month during the term of this Lease. Rent for any
period of less than a calendar month shall be pro rated on a daily basis and
shall be paid within ten (10) days after the end of the period for which it
is due.

b) Anything in the foregoing Paragraph No. 2a) to the contrary
notwithstanding, Landlord and Tenant herewith agree and stipulate that the
above-described rental rate of One Million Two Hundred Eighty-eight Thousand
Dollars ($1,288,000.00) per year (One Hundred Seven Thousand Three Hundred
Thirty-three and 33/100 Dollars ($107,333.33) per month), is predicated upon a
total construction cost for the new addition in the sum of not less than Four
Million Two Hundred Thousand Dollars ($4,200,000.00). Landlord and Tenant
further agree that said rental rate will be subject to negotiation and
adjustment based on the actual costs of the project.

3. RENTAL ADJUSTMENT. Paragraph No. 33 of the Lease is hereby amended to
provide that notwithstanding the foregoing provisions of Paragraph 2, supra, if
for any calendar year during the term of this Lease, should real estate taxes,
insurance, utilities, maintenance and repairs, and all other ordinary and
necessary expenses (excluding provisions for depreciation and/or amortization
and expenditures of a capital nature) which are the obligations of the Landlord
hereunder, hereinafter referred to as operating expenses (such term specifically
excluding therefrom any payments of principal or interest on any purchase money
mortgage on the Premises), exceed Five Hundred Forty Thousand Dollars
($540,000.00), then the rent for such calendar year shall automatically be
increased by such excess. Any additional rent required of Tenant pursuant to
the provision of this paragraph shall be payable within ten (10) days of demand
by Landlord, which demand shall be accompanied by an accounting setting forth
the computation of how such additional rent was determined.

4. ENTIRE AGREEMENT. Paragraph 49 of the Lease is herewith amended to
provide that Tenant and Landlord hereby agree that all of the terms and
provisions of the Lease, except as herein specifically changed and/or amended by
this document, and the exhibits to the Lease therein identified, shall be and
remain in full force and effect, and represent the entire agreement between the
parties hereto with respect to the Premises and that there are no other
agreements, promises, or representations, written or verbal, between the parties
hereto pertaining to the Premises or the subject matter hereof. This Amendment
to the Lease and the Lease itself may not be further amended or supplemented
orally, but only by an agreement in writing which has been signed by the party
against whom enforcement of any such amendment or supplement is sought.

<PAGE>

IN WITNESS WHEREOF, Landlord and Tenant have executed this AMENDMENT TO
OFFICE BUILDING LEASE on the day and year first above written.

/s/ John Joe Ricketts
-------------------------------
John Joe Ricketts

/s/ Marlene M. Ricketts
--------------------------------
Marlene M. Ricketts
LANDLORD

TRANSTERRA CO., a Nebraska
corporation

By: /s/ John Joe Ricketts
----------------------------
John Joe Ricketts
Title: President
TENANT

STATE OF NEBRASKA )
) ss.
COUNTY OF DOUGLAS )

The foregoing instrument was acknowledged before me this 27 day of
September, 1996, by John Joe Ricketts and Marlene M. Ricketts, husband
and wife.
/s/ Robert H. Fowler
[SEAL] --------------------------------
Notary Public

STATE OF NEBRASKA )
) ss.
COUNTY OF DOUGLAS )

The foregoing instrument was acknowledged before me this 27 day of
September, 1996, by John Joe Ricketts, President of TransTerra Co., a
Nebraska corporation, on behalf of the corporation.

/s/ Robert H. Fowler
[SEAL] --------------------------------
Notary Public

<PAGE>

LEASE

BETWEEN

A. C. NIELSEN COMPANY

AS LANDLORD

AND

TRANSTERRA COMPANY

AS TENANT

COVERING PREMISES AT

10202 F STREET

OMAHA, NEBRASKA

E0257
Revised September 1995

<PAGE>

TABLE OF CONTENTS

ARTICLE

1. Lease Premises

2. Rental

3. Increases in Taxes and Operating Expenses

4. Work

5. Possession

6. Use

7. Compliance With Laws

8. Tenant's Obligations

9. Repairs and Maintenance

10. Services

11. Alterations

12. Surrender

13. Subletting or Assignment

14. Indemnification and Insurance

15. Real Estate Taxes

16. Damage and Destruction

17. Condemnation

18. Signs

19. Parking

20. Access

21. Subordination and Non-Disturbance

22. Holding Over

23. Default

24. Rules and Regulations

<PAGE>

26. Option to Renew

27. Broker

28. Quiet Enjoyment

29. Notices

30. Arbitration

31. Landlord's Authority

32. Titles of No Effect

33. No Waiver of Remedy

34. Binding Effect

35. Estoppel Certificate

<PAGE>

EXHIBITS

A. Outline of the Premises.

B. Tenant's Estoppel Certificate

<PAGE>

LEASE

This LEASE (the "Lease") is made as of the date set forth on the
signature page below, between A. C. Nielsen Company, a Delaware Corporation
having offices at 150 North Martingale Road, Schaumburg, IL 60173 (the
"Landlord") and TransTerra Company, a Nebraska corporation having an office at
4211 South 102 St., Omaha, Nebraska 68127 (the "Tenant").

WITNESSETH:

1. LEASED PREMISES; TERM

a. LEASED PREMISES

(1) Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
the space (the "Premises"), on the First floor of the building located at 10202
F Street, Omaha, Nebraska (the "Building"), which Premises are more particularly
shown outlined on Exhibit A, attached hereto and made a part hereof.

(2) Landlord represents that the Premises contain 4616 usable square feet.

b. LEASE TERM

(1) The term of this Lease (the "Lease Term") shall commence on December 1,
1995 or at such date as the premises are substantially complete, whichever is
earlier (the "Commencement Date").

(2) The Lease Term shall end 24 months after the commencement date, or such
earlier date as this Lease may terminate as provided herein (the "Expiration
Date").

(3) "Lease Year" shall mean each twelve-month period starting with the
Commencement Date.

2. RENTAL

a. BASE RENT

Except as modified by Section c. of this Article 2, beginning on the
Commencement Date, Tenant shall pay Landlord rent (the "Base Rent") at the
annual rate of Fifty-seven thousand seven hundred dollars and eight cents
($57,700.08), payable in equal monthly installments of Four thousand eight
hundred eight dollars and thirty-four cents ($4,808.34), in advance on the
first day of each calendar month during the Lease Term, at Landlord's address
set forth above, or at such other address as Landlord may specify by written
notice to Tenant from time to time. This rental is based on an annual rental
rate of $12.50 per rentable square foot.

b. ADDITIONAL RENT

<PAGE>

Tenant shall pay as Additional Rent Tenant's Proportionate Share of any Increase
in Operating Expenses and Taxes for any Comparison Year over Operating Expenses
and Taxes for the Base year (as those terms are hereinafter defined) in
accordance with Article 3 of this Lease, and any other item defined in this
Lease as an item of Additional Rent.

c. PRORATION

Base Rent and Additional Rent for any portion of a month during the Lease Term
shall be prorated.

3. INCREASES IN TAXES AND OPERATING EXPENSES

a. DEFINITIONS

As used in this Lease, the following terms shall have the following meanings:

(1) "Base Year" - The Base Year for Operating Expenses or the Base Year for
Taxes, as the case may be, as those terms are hereinafter defined.

(2) "Base Year for Operating Expenses" - The period from January 1, 1996
through December 31, 1996. During any Extended Term (as hereinafter defined)
the Base Year for Operating Expenses shall be changed to the calendar year or
the Lease Year in which such Extended Term commences, whichever is later.

(3) "Base Year for Taxes" - The period from January 1, 1996 through December
31, 1996. During any Extended Term (as hereinafter defined), the Base Year for
Taxes shall be changed to the calendar year or the first full tax year in which
such Extended Term commences, whichever is later.

(4) "Comparison Year" - The twelve-month period of the Lease Term commencing
on the termination of the Base Year for Operating Expenses, or the twelve-month
period of the Lease Term commencing upon the termination of the Base Year for
Taxes, as the case may be, and each twelve-month period thereafter.

(5) "Tenant's Proportionate Share" - The percentage arrived at by conversion
of a fraction whose denominator is the number of rentable square feet in the
Building (18,589 square feet) and whose numerator is the number of rentable
square feet in the Premises (4616 square feet) or 24.83%.

(6) "Operating Expenses" - Those reasonable and competitive expenses paid by
Landlord during the Base Year for Operating Expenses or a Comparison Year, with
respect to the operation and maintenance of the Building, based upon one hundred
percent (100%) occupancy of the Building in the Base Year, including cost of
insurance, materials, supplies, labor, utilities, services, repairs, and
maintenance, subject to the exclusions set forth in Section b. of this Article
3. The computation of Operating Expenses shall be made in accordance with
generally accepted accounting principles consistently applied, and sound
management practices as applied to the operation and maintenance of first-class
office buildings.

(7) "Taxes" - The real estate taxes and assessments, special or otherwise,
levied or assessed for the Base Year for Taxes or a Comparison Year, upon or
with respect to the Building and the land upon which it is located (the "Land"),
by the federal, state, or local government,

<PAGE>

provided that such Taxes are levied on the Building and Land as fully completed
and assessed, and subject to the exclusions set forth in Section c. of this
Article 3.

b. EXCLUSIONS FROM OPERATING EXPENSES

Operating Expenses shall exclude, without limitation, all of the following:

(1) The cost of any structural repairs or modifications or of any capital
expenditures, improvements, or repairs.

(2) Expenses for repairs arising from any latent defect in the Building or
Building equipment; or expenses for repairs for damage caused by any insurable
casualty, which expenses are reimbursed by insurance carried by Landlord, or
would be reimbursed by insurance required to be carried by Landlord pursuant to
this Lease.

(3) Legal fees or expenses or arbitration costs incurred in enforcing the
terms of any lease or resolving disputes between Landlord and any tenant of the
Building as to the interpretation or administration of any lease.

(4) Any cost or expense incurred by Landlord for performing work or services
for any other tenant pursuant to a lease with such tenant which landlord does
not perform to any degree for Tenant under this Lease.

c. EXCLUSIONS FROM TAXES

Taxes shall exclude, without limitation, all of the following:

(1) Any taxes attributable to improvements for other tenants over building
standard, or to the construction of additional square footage or rentable area
in the Building, or payable in connection with or resulting from the sale of the
Building or Land after the date of this Lease.

(2) Any income, franchise, payroll, excise, corporate, estate, inheritance,
capital stock or transfer tax levied on Landlord.

(3) Any water charges, sewer rents, or similar charges in the nature of
payments for utilities, however denominated unless imposed as a substitute in
whole or in part for real estate taxes; provided, however, that all such charges
not included as Taxes shall be included as Operating Expenses.

(4) Any late payment penalties or interest charges.

d. LANDLORD'S STATEMENTS

(1) Within sixty (60) days after the end of the Base Year for Operating
Expenses, or as soon thereafter as practicable, Landlord shall furnish Tenant
with a detailed statement of the amount of Operating Expenses and Taxes for such
Base Year (the "Base Year Statement").

(2) Within sixty (60) days after the end of the Base Year for Operating
Expenses, or as soon thereafter as practicable, Landlord shall furnish Tenant
with a detailed statement, (the "Annual Comparative Statement") setting forth:

(i) the amount of Operating Expenses and Taxes for such Base Year;

<PAGE>

(ii) the amount of Operating Expenses and Taxes for such Comparison
Year;

(iii) the increase ("Increase") or decrease ("Decrease"), if any, in the
Operating Expenses and Taxes for such Comparison Year in relation
to the Operating Expenses and Taxes for such Base Year; and

(iv) the amount of Tenant's Proportionate Share of any such Increase or
Decrease.

(3) Tenant's Proportionate Share of any Increase or Decrease set forth in the
Annual Comparative Statement shall be prorated if the Lease Term shall have
ended, or shall be proportionately reduced to reflect the reduction of the
Premises or Tenant's use of the Premises as a result of fire or other casualty
or condemnation, prior to the last day of the Comparison year covered by such
Annual Comparative Statement.

e. REFUND UPON DECREASE

Tenant's Proportionate Share of any Decrease shall be refunded by Landlord to
Tenant or credited to succeeding monthly installments of Base Rent and
Additional Rent within thirty (30) days after receipt of Landlord's statement.
In no instance shall such credit reduce monthly installments to less that the
Base Rent.

f. PAYMENT OF ADDITIONAL RENT

Tenant's Proportionate Share of any Increase shall be payable as Additional Rent
as follows:

(1) Within thirty (30) days after receipt of any Annual Comparative
Statement, Tenant shall pay to Landlord any unpaid Additional Rent, if any, due
for the preceding Lease Year for Operating Expenses and Taxes, and for the
period of the current Lease Year to the date of said statement, prorated on the
basis of such expenses for the preceding Lease Year.

(2) As of the date of each Annual Comparative Statement, each monthly
installment of Base Rent for the ensuing calendar months to the date of the next
such statement shall be accompanied by a payment of Additional Rent in an amount
equal to one-twelfth (1/12) of the amount payable as Additional Rent for the
preceding Lease Year pursuant to any such statement.

(3) Any overpayment or underpayment of Additional Rent by Tenant for any
Lease Year shall be adjusted when Landlord furnishes Tenant with the Annual
Comparative Statement for such Lease Year or, at Landlord's election, by
applying any overpayment as a credit to succeeding monthly installments of Base
Rent and Additional Rent. In no instance shall such credit reduce the monthly
installments to less than the Base Rent.

4. WORK

a. AVAILABILITY OF PREMISES

The premises are made available to tenant on an "As Is" condition. Any work
done in premises must be performed at Tenant's expense and approved in
advance in writing by Landlord. All contractors performing work in premises
must be approved in advance by Landlord.

<PAGE>

b. LANDLORD'S WORK

In preparation for making premises available to Tenant, Landlord will do the
following work:

1. Remove its belongings from premises
2. Erect a demising wall and doorway to create common access to the
restrooms.
3. Create a doorway in the wall between the Landlord's reception area
and the premises.

5. POSSESSION

a. DELIVERY OF POSSESSION

Landlord shall deliver possession of the Premises upon completion of Landlord's
work.

b. COMMENCEMENT DATE AGREEMENT

Promptly upon the Commencement Date, Landlord shall deliver to Tenant, and upon
Tenant's approval both parties shall execute and deliver to each other, an
agreement (the "Commencement Date Agreement") setting forth the actual
Commencement Date, Rent Commencement Date, and Expiration Date.

6. USE

a. INTENDED USES

Tenant may use the Premises for general office purposes and related uses (the
"Intended Uses").

b. WARRANTIES ON USE

Landlord further represents and warrants that the Premises lawfully may be used
for the Intended Uses.

c. OTHER TENANTS AND USES

Landlord agrees that no part of the Complex will be leased or occupied for other
than first-class office uses.

7. COMPLIANCE WITH LAWS

a. LANDLORD'S COMPLIANCE

Landlord shall comply with all laws to which the Building and the Premises may
be subject during the Lease Term (other than compliance required by reason of
Tenant's use of the Premises).

b. TENANT'S COMPLIANCE

<PAGE>

During the Lease Term, Tenant shall comply with all applicable laws, rules,
regulations and ordinances with respect to the Premises of all federal, state,
county, and municipal authorities having jurisdiction thereof which impose any
duty arising out of Tenant's use of the Premises.

8. TENANT`S OBLIGATIONS

a. In addition to Landlord's obligation to provide janitorial services for
the Premises and maintenance services for the Building, Tenant will keep the
Premises clean and maintain the Premises in good condition and repair.

b. Tenant will conduct its business and maintain the Premises in compliance
with all laws, codes, regulations and ordinances.

c. Tenant shall be responsible for the cost of all repairs to the Building
or Complex necessitated by any act or neglect of Tenant, its employees, its
agents or its contractors.

d. Tenant shall not place a load upon any floor in the Premises exceeding
the floor load per square foot which the floor was designed to carry and which
is allowed by law. Business machines and equipment shall be placed and
maintained by Tenant at Tenant's expense in a manner to absorb and prevent
vibration, noise and annoyance.

9. REPAIRS AND MAINTENANCE

a. TENANT'S OBLIGATIONS

Tenant shall at its sole cost and expense make all repairs required by the
negligence of Tenant or its officers, agents, servants, representatives,
employees, or contractors, and keep the Premises in good order and condition,
other than those matters that are within Landlord's obligation pursuant to this
Lease.

b. LANDLORD'S OBLIGATIONS

Landlord shall, as part of the rental payable hereunder:

(1) Maintain, repair, replace as necessary, and keep in good working order
and condition throughout the Lease Term all equipment, facilities, pipes,
lines and systems serving the Premises, including, without limitation, the
Mechanical Systems of the Premises and Building, and all interior and
exterior structural elements of the Premises and Building, including, without
limitation, the doors, walls, windows, glass, ceilings, floors, foundation,
and roof.

c. STRUCTURAL AND MECHANICAL MAINTENANCE

Landlord shall throughout the Lease Term operate and maintain the Premises and
Building and its structural and Mechanical Systems on a level comparable to
standards maintained in other first-class buildings in the Area.

10. SERVICES

a. LANDLORD'S OBLIGATIONS

<PAGE>

Landlord shall furnish the following utilities and services throughout the Lease
Term, the costs of which utilities and services shall be included as Operating
Expenses:

(1) Heat, ventilation, and air-conditioning, Monday through Saturday, from
6:00 a.m. to 9:00 p.m.

(2) Hot and cold water at all times for lavatory, cleaning, drinking, food
preparation and dining facility purposes.

(3) Electrical energy for lighting and the operation of all machines and
equipment, including, without limitation, any computers used in the conduct of
Tenant's business operations at the Premises, Mondays through Saturdays during
the hours of 6:00 a.m. to 9:00 p.m. Landlord shall install and replace all
lighting tubes, ballasts, lamps and bulbs used in the Premises in building
standard fixtures.

(4) Electric current, fixtures, bulbs and equipment for the lighting of all
common areas, including, without limitation, lobbies, public corridors and
public elevator lobbies, as well as electric current for Building
air-conditioning and heating machinery, elevators, other Building equipment, and
all Mechanical Systems.

b. ADDITIONAL SERVICES

In addition to the services, hours and amounts specified above, which are all
included as part of the rental payable hereunder, Landlord shall also furnish
all other, additional, or after-hours services reasonably requested by Tenant
for its business operations at the Premises, and Tenant shall reimburse Landlord
for Landlord's costs for such other, additional, or after-hours services.

11. ALTERATIONS

Tenant may make alterations or improvements to the premises subject to
Landlord's consent, which consent shall not be unreasonably withheld or delayed.

12. SURRENDER

At the expiration or earlier termination of this Lease, Tenant shall quit and
surrender the Premises in substantially the same condition as they were after
completion of the Work identified on Exhibit C, and after completion of any
other alterations or improvements subsequent to that time, reasonable wear and
tear and damage by fire, the elements, or other casualty excepted. All
improvements made by Tenant to the Premises which are so attached that they
cannot be removed without material injury to the Premises shall remain at the
Premises and become the property of Landlord upon termination of this Lease. If
Landlord shall require Tenant to remove any other items that are movable at the
termination of the Lease Term, Landlord shall give Tenant notice of such
requirement at the time that such items are installed. Otherwise, Tenant may at
its option either abandon in place or remove any improvements, fixtures,
paneling, floor covering, equipment, or partitions installed at its expense,
provided that it repairs any damage caused by such removal or pays Landlord the
cost of such repair.

13. SUBLETTING OR ASSIGNMENT

<PAGE>

Tenant shall have the right to assign this Lease or sublet all or any portion of
the Premises to any other entity, subject to Landlord's consent. Landlord, at
its option, in lieu of approving sublease or assignment, may choose to reclaim
premises and terminate Lease. If Landlord does not exercise such option and
consents to requested sublease or assignment, any profit Tenant receives in its
sublease or assignment must be divided equally with the Landlord.

Landlord's consent will not be required for assignment or sublet to subsidiary
or affiliate of Tenant.

14. INDEMNIFICATION AND INSURANCE

a. INDEMNITY

Tenant and Landlord shall each indemnify and hold the other harmless from all
liability, claims, expenses and penalties resulting from any breach by such
party of any of its obligations pursuant to this Lease, or from the negligence,
acts or omissions of such party or its partners, officers, agents,
representatives, servants, employees, contractors or invitees.

b. LANDLORD'S INSURANCE

Landlord shall maintain a policy of all-risk fire and extended coverage
insurance on the Building, its improvements and fixtures, the cost of which
insurance shall be included as an Operating Expense.

c. WAIVER OF SUBROGATION

Notwithstanding anything to the contrary in this Lease, Landlord and Tenant
hereby waive and release each other of and from any and all rights of recovery,
claims, actions, or causes of action against each other or their agents,
officers, partners, representatives, employees, servants, contractors and
invitees for any loss or damage that may occur to the Premises, the Building,
improvements or fixtures therein or thereon, or any personal property within the
Building, from any cause whatsoever which would be covered by any insurance
required to be carried by Tenant or Landlord pursuant to this Article, or which
actually is insured against under the terms of an all-risk fire and extended
coverage insurance policy, regardless of cause or origin, including the
negligence of Landlord or Tenant or their agents, officers, partners,
representatives, servants, employees, contractors, or invitees.

d. TENANT'S INSURANCE

Tenant shall maintain a policy of general liability and property damage
insurance (including broad form contractual liability, independent contractor's
hazard and completed operations coverage). Tenant shall also maintain an
all-risk policy on all property of Tenant and its employees while in the
Building, the Premises or the Complex. Tenant shall also maintain all insurance
required by law, including unemployment and workman's compensation insurance,
and shall require any third-party retained by Tenant to do the same. Landlord
shall be named as an "additional insured" on all such insurance policies.

e. AMOUNTS OF INSURANCE

<PAGE>

Landlord and Tenant agree to maintain in full force and effect throughout the
Lease Term adequate property and liability insurance covering their obligations
and liabilities pursuant to this lease, and to furnish each other upon request
with certificates of insurance evidencing such coverages and waivers of
subrogation rights against each other.

f. TENANT'S RISK

Tenant occupies and uses the Premises, and areas of the Building and Complex at
its own risk. Landlord shall have no liability to Tenant for any loss or damage
to Tenant's property. It is Tenant's responsibility to insure itself against
loss from such risk.

15. REAL ESTATE TAXES

Landlord shall pay real estate taxes, charges and assessments levied against the
Premises, the Building and the Complex, and their improvements, all of which
taxes, charges and assessments shall be included as Taxes.

16. DAMAGE AND DESTRUCTION

a. PARTIAL DAMAGE

(1) In the event that the Premises shall be partially damaged by fire or
other casualty, the damage shall be repaired by and at the expense of Landlord
as quickly as possible, and the Base Rent and Additional Rent shall be abated
and apportioned from the date of such damage until such repairs are fully
completed, according to the affected portion of the Premises. Promptly after
the casualty Landlord shall begin and shall thereafter diligently pursue to
completion the work required to restore the Premises to the condition they were
in immediately prior to the occurrence of the casualty.

(2) Landlord shall use its best efforts to notify Tenant within thirty (30)
days after the casualty stating its best estimation of how long restoration of
the Premises will take. If the Premises cannot be reasonably restored within
120 days of the casualty, Tenant may cancel this Lease on written notice to
Landlord not less that 30 days prior to cancellation date.

b. TOTAL DESTRUCTION

If the Premises are totally damaged by fire or other casualty or rendered
substantially unusable for the Intended uses, this Lease shall terminate as of
the date of such casualty at the election of either party, written notice of
such election to be given to the other party within thirty (30) days after such
casualty. In the event of any such casualty, Base Rent and Additional Rent
shall cease as of the date of such casualty. If neither party elects to
terminate this Lease, Landlord shall rebuild and restore the Premises, the
Building, and the Complex as quickly as possible to the condition they were in
immediately prior to the occurrence of the casualty, including restoration of
the Work identified on Exhibit C and any improvements made to "substantially
complete" the Premises, provided that if the Premises are not fully restored
within one hundred twenty (120) days from the date of the casualty, Tenant shall
have the option, but not the obligation, to terminate this Lease.

17. CONDEMNATION

<PAGE>

If any portion of the Building, Premises, or parking areas that is condemned
or taken by eminent domain shall result in Tenant's loss of reasonable access
to the Premises or shall render the balance of the Premises unsuitable for
the Intended Uses, Tenant may at its option cancel this Lease upon thirty
(30) days' prior written notice to Landlord, effective as of Tenant's
surrender of possession of the Premises. It a portion of the Premises is
taken which does not render the balance unsuitable for the Intended Uses,
Landlord shall, at its expense, restore the reduced Premises as far as
practicable to the condition existing just prior to such taking, and the Base
Rent and Additional Rent shall thereafter be equitably abated. Tenant shall
have the right to appear at any condemnation proceeding to claim any separate
award with respect to the value of Tenant's fixtures, improvements,
furniture, partitions, equipment, relocation expenses, and loss of business.

18. SIGNS

All Tenant signage must be approved in advance by Landlord in writing.

19. PARKING

Tenant shall have access to parking spaces on a "first come, first served"
basis.

20. ACCESS

Landlord and Landlord's authorized agents shall have the right from time to
time during Tenant's normal business hours, upon reasonable prior notice to
Tenant (except in emergencies), to enter the Premises for the purpose of
making repairs required pursuant to this Lease or agreed upon by the parties,
or during the last three months of the Lease Term (unless Tenant exercises
any renewal option) for the purpose of showing the Premises to prospective
tenants and purchasers, provided that such entry does not interfere with the
conduct of Tenant's business or its use of the Premises.

21. SUBORDINATION AND NON-DISTURBANCE

a. SUBORDINATION

Subject to the following conditions precedent, this Lease shall be subject and
subordinate to the lien of all mortgages and underlying leases that may now or
hereafter affect the real property of which the premises are a part and to all
renewals, extensions, modifications, amendments, replacements, and
consolidations thereof.

b. SUBORDINATION AGREEMENTS

Tenant agrees to promptly execute and deliver any instruments confirming such
subordination as requested by any mortgage or ground lessor. In the event
Tenant does not execute and deliver any such instrument on its own behalf within
five days of its receipt, Tenant appoints Landlord its attorney-in-fact to
execute and deliver any such instrument on Tenant's behalf. No property owned
or removable by Tenant shall be subject to the lien of any mortgage.

22. HOLDING OVER

<PAGE>

If Tenant remains in possession of the Premises after the expiration of the
Lease Term or any extension or renewal thereof without agreement of the parties,
such possession shall be as a month-to-month tenant, at a monthly Base Rent
equal to 200% of the Monthly Base Rent payable during the last month of the
preceding term, as liquidated damages. In no event shall this Lease renew for
any term other than month-to-month by reason of such holding over, unless by
written agreement between Landlord and Tenant.

23. DEFAULT

a. EVENTS OF DEFAULT

The following events shall each be deemed a default under this Lease:

(1) The failure of Tenant to pay any installment of Base Rent or Additional
Rent within fifteen (15) days after Tenant's receipt of prior written notice of
such failure from Landlord;

(2) The failure of Tenant to perform any other requirement of this Lease
which failure continues for thirty (30) days after Tenant's receipt of prior
written notice of such failure from Landlord (excepting, however, any
requirement which cannot be cured within said thirty-day period and which Tenant
has commenced and with due diligence is proceeding to cure);

(3) The filing by Tenant of a voluntary petition in bankruptcy or for
reorganization, the making by Tenant of an assignment for the benefit of its
creditors, the admission in writing by Tenant that it is unable to pay its debts
generally as they become due, or the issuance of a court order or decree that
the Tenant is adjudicated a bankrupt or declared insolvent, or is dissolved; or

(4) The filing of a petition proposing the liquidation or reorganization of
Tenant pursuant to the Federal Bankruptcy Act against Tenant which petition is
not discharged or denied within sixty (60) days after the date on which it was
filed.

b. LANDLORD'S RIGHTS ON DEFAULT

If during the Lease Term any default should occur, then providing that Tenant is
not in good faith contesting Landlord's allegations of default by appropriate
legal proceedings, Landlord may terminate this lease on not less than ten (10)
days' prior written notice to Tenant, and Tenant shall quit and surrender the
Premises to Landlord. If this Lease shall have been so terminated by Landlord,
Landlord may at any time thereafter, by any lawful means, remove Tenant or any
other occupants and their effects, and resume possession of the Premises.

c. DAMAGES ON TENANT'S DEFAULT

In the event of any such default and termination of this Lease by Landlord,
Landlord shall use its best efforts to re-let the Premises as soon as possible
thereafter and mitigate its damages. Tenant shall be liable to pay Landlord all
the following amounts as liquidated damages:

(1) Any unpaid Base Rent and Additional Rent;

(2) Landlord's costs and expenses of recovering possession of the Premises,
including reasonable attorney's fees therefor;

(3) Landlord's costs of repairing any damage caused by Tenant to the Premises;
and

<PAGE>

(4) The Base Rent monthly as it becomes due and owing throughout the
remainder of the Lease Term, until and except to the extent that Landlord is
able to recoup such Base Rent by leasing the Premises or any portion thereof to
another tenant or tenants.

24. RULES AND REGULATIONS

Landlord has the right to establish rules and regulations applicable to the
Building and the Complex, and to Tenant's occupancy and use of the Premises;
provided, however, that such rules and regulations shall not be construed to
prevent Tenant from using the Premises for the Intended Uses.

25. RIGHT OF FIRST REFUSAL TO LEASE ADDITIONAL SPACE

a. TENANT'S RIGHT

Tenant shall have a right of first refusal to lease any contiguous space on the
same floor as the premises (the "Additional Space"), as it becomes available
during the Lease Term or any extension thereof. In the event Tenant does not
exercise such right in any case, Landlord may then lease the Additional Space to
another party. Failure to exercise its right in any particular case shall not
prejudice Tenant's later first right of refusal to lease that Additional Space
or other Additional Space as it becomes available in the future. Such space
shall be made available to Tenant at the then escalated rental rate.

b. LEASE AMENDMENT

In each instance when the Tenant accepts the Additional Space, the Landlord
and Tenant shall enter into a lease for such Additional Space on the same
terms as the Lease, and appropriately amending the area, percentages, rent,
and making the lease for such Additional Space co-terminous with this Lease.

26. OPTION TO RENEW

Providing Tenant is not, and has not been, in default under the terms of this
Lease, the Landlord shall, not later that June 1, 1997, advise the Tenant in
writing whether the Landlord will extend to the Tenant the right to renew the
Lease for a further period to be mutually agreed between the landlord and the
Tenant, commencing upon the expiration hereof, upon the same terms and
conditions as set out herein, save as to the rental rate and to any further
right of renewal. The Tenant shall have thirty days to accept or reject the
Landlord's offer.

27. BROKER

Landlord and Tenant mutually represent to each other that they have not
negotiated with any broker in connection with this Lease. Each party agrees
that if a claim is made against the other party for a commission or fee by
reason of the acts of such party, the party upon whose acts such claim is
predicated shall indemnify, defend, and hold the other party harmless from and
against any and all liability and expenses in connection with such claim, up to
the amount of the commission claimed.

28. QUIET ENJOYMENT

<PAGE>

Landlord covenants that as long as Tenant is not in default hereunder beyond
the applicable grace or cure periods, Tenant shall peacefully and quietly have,
hold and enjoy the Premises during the entire Lease Term including any
extensions or renewals thereof.

29. NOTICES

Any and all notices hereunder shall be in writing, sent by overnight courier, or
by certified or registered mail, return receipt requested, and shall be
effective upon receipt, except as otherwise provided in this Lease. Notices to
Landlord shall be sent to Landlord's address set forth on the first page of this
Lease. Notices to Tenant shall be sent to Tenant at its address set forth on
the first page of this Lease, Attention: Thomas J. Pleiss, Vice President.

30. ARBITRATION

Any dispute arising out of this Lease shall at the option of either party be
settled by arbitration. Within ten (10) days after either party shall have
requested arbitration in writing, the parties shall agree on an impartial
arbitrator, and failing agreement, such arbitrator shall be selected by the
American Arbitration Association at the request of either party. The
arbitration shall be conducted in accordance with the then current rules of the
American Arbitration Association, and judgment upon the award granted by the
arbitrator may be entered in any court having jurisdiction thereof. Fees,
costs and expenses of the arbitrator shall be borne by the party against whom
the arbitration shall be determined, or in such proportions as the arbitrator
shall designate.

31. LANDLORD'S AUTHORITY

Landlord represents that it is the sole owner of the Building and the Land, that
it has the full right and authority to enter into this Lease, and that the
execution of this Lease by the officer(s) executing it as Landlord's agent(s)
has been duly authorized by all required actions of Landlord's Board of
Directors (or, if Landlord is a partnership, that the general partner(s)
executing this Lease has (have) full authority to bind Landlord pursuant to the
Partnership Agreement and all other agreements to which Landlord is a party).

32. TITLES OF NO EFFECT

The titles of Articles and Sections set forth in this Lease are intended for
ease of reference only, and shall have no force or effect in the interpretation
of this Lease.

33. NO WAIVER OF REMEDY

The failure of Landlord or Tenant to insist upon strict performance of any of
the terms, conditions, or covenants of this Lease shall not be deemed a waiver
of any rights or remedies that such party may have, and shall not be deemed a
waiver of any such or any subsequent breach or default of the terms, conditions,
or covenants of this Lease.

34. BINDING EFFECT

<PAGE>

All rights and remedies of Landlord and Tenant under this Lease shall extend
to the representatives, successors and assigns of both parties. Each of the
provisions of this Lease shall extend to and bind or inure to the benefit of
not only Landlord and Tenant, but also their successors, representatives and
assigns.

35. ESTOPPEL CERTIFICATE

Tenant shall upon at least thirty (30) days prior written notice execute and
deliver a statement in writing in the form attached as Exhibit B stating (a)
whether or not this Lease has been modified; (b) the date to which the Base
Rent has been paid; and (c) whether or not, to Tenant's knowledge there exists
any uncured default on the part of the Landlord under this Lease, and specifying
the nature of such default.

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the 5th
day of October, 1995.

Witness ____________________________(LANDLORD)

/s/ Carolyn E. Adams By: /s/ Ronald F. Eggert
- -------------------- -----------------------------------
Name: RONALD F. EGGERT
---------------------------------
Title: CONTROLLER
--------------------------------

Witness: TRANSTERRA CO. (TENANT)
------------------------------

/s/ Pamela J. Reynolds By: /s/ Thomas J. Pleiss
- ---------------------- -----------------------------------
Name: THOMAS J. PLEISS
---------------------------------
Title: VICE PRESIDENT
--------------------------------

LEASE-3
September 1995
E0257

<PAGE>

EXHIBIT A of E0257

EXHIBIT A

OUTLINE OF PREMISES

TO BE ATTACHED

<PAGE>

AMENDMENT NUMBER ONE

TO THE LEASE
BETWEEN A.C. NIELSEN COMPANY
AS LANDLORD
AND TRANSTERRA COMPANY
AS TENANT

COVERING THE PREMISES AT

10202 F STREET
OMAHA, NE

EXECUTED OCTOBER 5, 1995

THIS AMENDMENT is made this August 23, 1996 between A.C. Nielsen ("the
Landlord") and TransTerra Company ("the Tenant").

By Their Signatures Written Below, the Landlord and the Tenant amend the Lease
as follows:

I. Section 2.a, BASE RENT, is revised as follows:

"Except as modified by Section c of this Article 2, beginning on May 15,
1996, Tenant shall pay Landlord rent (the "Base Rent") at the annual rate
of Seventy-one thousand one hundred seventy-five dollars and eight cents
($71,175.08) payable in equal monthly installments of Five thousand nine
hundred thirty-one dollars and twenty-five cents ($5,931.25); and
beginning July 1, 1996, Tenant shall pay Landlord a Base Rent at the
annual rate of Ninety-six thousand nine hundred twelve dollars and
fifty-eight cents ($96,912.58), payable in equal monthly installments of
Eight thousand seventy-six dollars and five cents ($8,076.05) in advance
on the first day of each calendar month during the Lease Term, at
Landlord's address set forth above, or at such other address as Landlord
may specify by written notice to Tenant from time to time. This rental is
based on an annual rental rate of $12.50 per rentable square foot."

II. Section 3.a(5), DEFINITIONS is revised as follows:

"(5) "Tenant's Proportionate Share" - the percentage arrived at by
conversion of the fraction whose denominator is the number of rentable
square feet in the Building, (18,589 square feet) and whose numerator is
the number of rentable square feet in the Premises (7,753 square feet)
or 41.70%, effective July 1, 1996.

<PAGE>

Amendment Number One
to Lease between A.C. Nielsen Company
and TransTerra Company
Executed October 5, 1995
Page 2

III. Except to the extent modified by this Amendment, all of the terms and
conditions of the Lease remain in effect as written and binding upon the
parties.

Witness: A.C. Nielsen Company (Landlord)

/s/ Elaine M. Christensen By: /s/ Ronald F. Eggert
- --------------------------------- ---------------------------------
Name: RONALD F. EGGERT
---------------------------------
Title: Controller
---------------------------------

Witness: TransTerra Company (Tenant)

/s/ Robert H. Fowler By: /s/ TRANSTERRA CO.
- --------------------------------- ---------------------------------
/s/ Thomas J. Pleiss
Name: THOMAS J. PLEISS
---------------------------------
Title: Vice President
---------------------------------

<PAGE>

HQ BUSINESS CENTERS

OFFICE SERVICE AGREEMENT

This Agreement is dated 3/10/96 and is entered into in New York, NY (City &
------- ------------
State) by and between New York - Executive Office Network (hereinafter "HQ")
-----------------------------------
and Aufhauser Corporation (hereinafter "Client").
----------------------

HQ and Client agree that HQ shall grant to Client for and in consideration of
the agreements and fee(s) set forth herein, a license to use the Office(s) as
from time to time designated by HQ and, in common with HQ's other clients, a
license to use HQ's Business Center facilities and services, in accordance
with the terms hereof.

1. BASIC TERMS. This Section 1 contains the basic terms of this Agreement
and all provisions of this Agreement are to be read in accord therewith:

A. Base Services: HQ's Complete Executive Office Program, including
the use of executive offices complete with professional administrative staff,
telephone answering and such other inclusive services are as defined in
Schedule "A".

B. Additional Services: Access to additional business services for
purchase as needed by Client, including secretarial, administrative,
telecommunications support and such other services are as defined in Schedule
"B".

C. HQ Business Center Wall St.
----------------------------------------------
D. Building 53 Wall St., New York, NY 10005-2887
-------------------------------------------------------
E. Office [number(s)] 524 having a maximum occupancy capacity of 2
------ ----
person(s).
F. Commencement Date 3/10/96 G. Initial Term 12 months
---------- ------------
H. End of Initial Term 3/10/97 I. Monthly Base Services Fee $1,200.00
--------- ----------
----------------------------------------------------------------------------
J. Refundable Services Retainer $2,400.00
------------------------------------------
----------------------------------------------------------------------------

2. OFFICE. Client shall, as part of the Base Services, be granted
a license to use the Office and shall have access to the Office twenty-four
(24) hours a day, seven (7) days a week. HQ agrees to provide office
cleaning, maintenance services, electric heating and air conditioning to the
Office for normal office use in such reasonable quantities and during such
reasonable hours as shall be determined by HQ or the Building. In addition,
Client will have reasonable use of HQ common area facilities. Client shall
use the Office and common areas of the HQ Business Center solely for general
office use in the conduct of the Client's business.
If, for any reason whatsoever, HQ is unable to provide use of the Office
or a mutually agreed upon alternative Office at the time herein agreed,
Client may either extend the Commencement Date until the Office becomes
available or, as its sole remedy for such failure, cancel and terminate this
Agreement if the use of the Office is not available to Client within five (5)
business days after written notice to HQ by Client, in which case any prior
payments shall be fully refunded. No such failure to provide use of the
Office shall subject HQ to any liability for loss or damage, nor affect the
validity of this Agreement or the obligations of the Client hereunder.
HQ will have the right to relocate Client to another office in the HQ
Business Center, and to substitute such other office for the Office licensed
hereby, provided such other office is substantially similar in area and
configuration to Client's contracted office and provided Client shall incur
no increase in the Monthly Base Services Fee or any relocation cost or
expense.
3. SERVICES. HQ agrees, in consideration of the Monthly Base Services
Fee, to provide Base Services to Client as described in Schedule "A". From
time to time during the Term, HQ may, at its option, make other services
available to Client of the nature described in Schedule "B", at fees that are
from time to time established by HQ. HQ shall be under no obligation to
provide Schedule "B" services if the monthly cost thereof exceeds the
Refundable Services Retainer. In the event Client is in default of this
Agreement, HQ may, at its option, cease furnishing any and all services
including telephone services.
Client will not offer to any party in the HQ Business Center or the
Building, any of the services that HQ provides to its clients including, but
not limited to, the services described in Schedule "A" or "B".
HQ will answer all incoming telephone calls, unless otherwise mutually
agreed, during normal business hours, as determined by HQ. Answering service
will be limited to normal business communications, excluding inbound
telemarketing and advertising response which requires pre-approval by HQ and
shall be subject to fees established from time to time by HQ.
Client will use only telecommunications systems and services as provided
by HQ. Client will pay to HQ a monthly equipment rental fee for the use of
each telephone instrument and voice lines. In the event HQ discontinues the
offering of long distance service, Client will provide its own long distance
service through a locally accessed long distance carrier.
Client acknowledges that due to the imperfect nature of verbal, written
and electronic communications, neither HQ nor any of its officers, directors,
employees, shareholders, partners, agents or representatives shall be
responsible for damages, direct or consequential, that may result from

995HQBC Page 1 of 5 -C- 1995 HQ NETWORK SYSTEMS, INC.

<PAGE>

the failure of HQ to furnish any service, including but not limited to the
service of conveying messages, communications and other utility or services
required under this Agreement or agreed to by HQ. Client's sole remedy and
HQ's sole obligation for any failure to render any service, any error or
omission, or any delay or interruption with respect thereto, is limited to an
adjustment to Client's billing in an amount equal to the charge for such
service for the period during which the failure, delay or interruption
continues.
CLIENT EXPRESSLY WAIVES, AND AGREES NOT TO MAKE ANY CLAIM FOR DAMAGES,
DIRECT OR CONSEQUENTIAL, ARISING OUT OF ANY FAILURE TO FURNISH ANY UTILITY,
SERVICE OR FACILITY, ANY ERROR OR OMISSION WITH RESPECT THERETO, OR ANY
DELAY OR INTERRUPTION OF THE SAME.
4. DURATION OF AGREEMENT. Upon the End of Initial Term, or any
extension thereof, the term of this Agreement and the license herein granted
shall be automatically extended for the same period of time as the Initial
Term, upon the same terms and conditions as contained herein, unless either
party gives notice to the other in writing to the contrary at least sixty
(60) days prior to the End of Initial Term (90 days if Client has licensed
the use of three or more offices).
Upon any termination of this Agreement, whether by lapse of time or
otherwise, or upon any revocation of Client's license herein granted, the
Client shall cease all use of the Office, the HQ Business Center and all
services immediately. For each and every month or portion thereof that Client
continues use of the Office after the termination of this Agreement by lapse
of time or otherwise, without the express written consent of HQ, Client shall
pay HQ an amount equal to double the Monthly Base Services Fee computed on a
per-month basis for each month or portion thereof that Client continues the
use of the Office.
5. PAYMENTS AND ESCALATIONS. Client agrees to pay to HQ the Monthly
Base Services Fee plus applicable sales or use taxes, in advance, on the
first day of each calendar month during the Initial Term and all extensions
thereof, without any deduction, offset, notice or demand. If the Commencement
Date shall be other than the first day of a month or end on the last day of a
month, fees for any such month shall be prorated. Charges for any Schedule
"B" service purchased by Client from HQ shall be due and payable on the 10th
of the month following the order for any such service.
One year after the Commencement Date of this Agreement and each and every
anniversary date thereafter, the Monthly Base Services Fee will automatically
increase by six percent (6%) of the Monthly Base Services Fee due for the
month preceding such anniversary date.
All Monthly Base Services Fees and other sums payable hereunder shall be
payable at the office of HQ or at such other location or to any agent
designated in writing by HQ. In addition to any other sums due, Client shall
pay monthly late charges equal to five percent (5%) of all amounts that have
not been paid to HQ within five (5) days of their respective due dates. The
parties agree that such late charges are fair and reasonable compensation for
costs incurred by HQ where there is default in any payment due under this
Agreement.
Upon the execution of this Agreement, Client shall pay HQ or its agent
the Refundable Services Retainer. The Refundable Services Retainer need not
be kept separate and apart from other funds of HQ, no interest shall be paid
thereon, and may be used by HQ to provide Schedule "A" and "B" services under
this Agreement. In addition to the Refundable Services Retainer, Client will,
upon execution hereof, pay to HQ the Monthly Base Services Fee for the first
full month of the Initial Term.
Client agrees that the Refundable Services Retainer shall not be used by
Client as payment for the Monthly Base Services Fee for the last month of the
Initial Term, or any extension thereof. In the event Client defaults in the
performance of any of the terms hereof, HQ may terminate this Agreement and
the license herein granted and may also use, apply or retain the whole, or
any part, of the Refundable Services Retainer for the payment of any service
fee or any other payment due hereunder, or for payment of any other sum that
HQ may spend by reason of Client's default. If Client shall, at the end of
the term of this Agreement, have fully and faithfully complied with all of
the terms and provisions of this Agreement, and surrendered all keys, access
cards and building passes, the Refundable Services Retainer, or any balance
thereof, shall be returned to Client within forty-five (45) days thereafter.
6. DAMAGES AND INSURANCE. Client will not damage or deface the
furnishings, walls, floors or ceilings, nor make holes for the hanging of
pictures or make or suffer to be made any waste, obstruction or unlawful,
improper or offensive use of the Office or the common area facilities. Client
will not cause damage to any part of the Building or the property of HQ or
disturb the quiet enjoyment of any other licensee or occupant of the
Building. At the termination of this Agreement, the Office shall be in as
good condition as when Client commenced the use thereof, normal wear and tear
excepted. Client agrees to pay for repainting each Office used less than
twelve (12) months by Client, at a cost not to exceed One Hundred Fifty
Dollars ($200.00) per Office. HQ will have the right, at any time and from
time to time, to enter the Office to inspect the same, to make such repairs
and alterations as HQ reasonably deems necessary, and the cost of any such
repair resulting from the act or omission of Client shall be reimbursed to
HQ by Client upon demand. HQ shall have the right to show the Office to
prospective Clients, provided HQ will use reasonable efforts not to disrupt
Client's business.
HQ and its respective directors, licensors, officers, agents, servants
and employees shall not, to the extent permitted by law, except upon the
affirmative showing of HQ's gross negligence or willful misconduct, be
liable for, and Client waives all right of recovery against such entities and
individuals for any damage or claim with respect to any injury to person or
damage to, or loss or destruction of any property of Client, its employees,
authorized persons and invitees due to any act, omission or occurrence in or
about the HQ Business Center or the Building. Without limitation of any other
provision hereof, each party hereto hereby agrees to indemnify, defend and
hold harmless the other party hereto, and such other party's officers,
directors, employees, shareholders, partners, agents and representatives from
and against any liability to third parties arising out of, in the case of
Client as an indemnifying party, Client's use and occupancy of the Office or
any negligent act or omission of Client or Client's officers, directors,
employees, shareholders, partners, agents, representatives, contractors,
customers or invitees and, in the case of HQ as an indemnifying party, any
act or omission constituting gross negligence or willful misconduct of HQ or
HQ's officers, directors, employees, shareholders, partners, agents or
representatives. Subject to the foregoing, Client assumes all risk of loss
with respect to all personal property of Client, its agents employees,
contractors, and invitees, within or about the HQ Business Center or the
Building. Client acknowledges that it is the Client's responsibility to
maintain insurance to cover the risks set forth in this paragraph.
HQ and Client each hereby waive any and all rights of recovery against
the other, or against the directors, licensors, officers, agents, servants
and employees of the other, for loss of or damage to its property or the
property of others under its control, to the extent such loss or damage is
covered by any insurance policy.
If the HQ Business Center is made unusable, in whole or in part, by fire
or other casualty not due to negligence of Client, HQ may, at its option,
terminate the Agreement upon notice to Client, effective upon such casualty,
or may elect to repair, restore or rehabilitate, or cause to be repaired,
restored or rehabilitated, the HQ Business Center, without expense to

Page 2 of 5
<PAGE>

Client, within ninety (90) days or within such longer period of time as may
be required because of events beyond HQ's control. The Monthly Base Services
Fee shall be abated on a per diem basis for the portions of the Office that
are unusable.
7. DEFAULT. Client shall be deemed to be in default under this
Agreement: (a) if Client defaults in the payment of the Monthly Base Services
Fee or other sums due hereunder or (b) if Client defaults in the prompt and
full performance of any other provision of this Agreement and any such
default continues in excess of five (5) business days after written notice by
HQ.
Should Client be in default hereunder, HQ shall have the option to pursue
any one or more of the following remedies without any additional notice or
demand whatsoever and without limitation to HQ in the exercise of any remedy:
(1) HQ may, if HQ so elects, without any additional notice of such
election or demand to Client, either forthwith terminate this Agreement and
the license to use any portion of the HQ Business Center, and may enter into
the Office and take and hold possession of the contents thereof, without
releasing Client, in whole or in part, from the Client's obligations
hereunder. In the event of such termination, HQ may, at its option, declare
the entire amount of the Monthly Base Services Fee which would become due and
payable during the remainder of the term, to be due and payable immediately,
in which event, Client agrees to pay the same at once.
(2) Pursue any other remedy now or hereafter available to HQ. HQ's
exercise of any right or remedy shall not prevent it from exercising any
other right or remedy.
Client agrees to pay all costs and expenses, including reasonable
attorneys' fees, expended or incurred by HQ in connection with the
enforcement of this Agreement, the collection of any sums due hereunder, any
action for declaratory relief in any way related to this Agreement, or the
protection or preservation of any rights of HQ hereunder.
8. RESTRICTION ON HIRING. Client agrees that during the term of this
Agreement and within one (1) year of the termination of this Agreement,
neither Client nor any of its principals, employees or affiliates will hire
directly or as an independent contractor, any person who is at that time, or
was during the term of this Agreement, an employee of HQ. In the event of a
breach of any obligation of Client contained in this paragraph, Client shall
be liable to HQ for, and shall pay to HQ, on demand, liquidated damages in
the sum of $10,000.00 for each employee with respect to whom such breach shall
occur, it being mutually agreed that the actual damage that would be
sustained by HQ as the result of any such breach would be, from the nature of
the case, extremely difficult to fix and that the aforesaid liquidated
damage amount is fair and reasonable.
9. MISCELLANEOUS.
A. This is the only Agreement between the parties. No other agreements
are effective. All amendments to this Agreement shall be in writing and
signed by all parties. Any other attempted amendment shall be void. The
invalidity or unenforceability of any provision hereof shall not affect the
remainder hereof.
B. All waivers must be in writing and signed by the waiving party. HQ's
failure to enforce any provision of this Agreement or its acceptance of fees
shall not be a waiver and shall not prevent HQ from enforcing any provision
of this Agreement in the future. No receipt of money by HQ shall be deemed to
waive any default of Client or to extend, reinstate or continue the term
hereof.
C. All Schedules and Addenda attached hereto are hereby incorporated
herein by this reference. The laws of the State in which the HQ Business
Center is located shall govern this Agreement.
D. All parties signing this Agreement as a partnership or co-signing
individuals shall be jointly and severally liable for all obligations of
Client.
E. Client represents and warrants to HQ that there are no agents,
brokers, finders or other parties except ____________________ with whom
Client has dealt who are or may be entitled to any commission or fee with
respect to this Agreement.
F. Neither Client nor anyone claiming by, through or under Client
shall assign this Agreement or permit the use of any portion of the HQ
Business Center by any person other than Client; provided, however, Client
may assign this Agreement to an affiliated corporation of Client. In the
event of any such permitted assignment, Client shall not thereby be relieved
of any of its obligations under this Agreement.
G. The Rules and Regulations of the Building and of HQ as defined on
Schedule "C" hereto and any additional schedules that may be attached hereto
are expressly made a part of this Agreement and Client expressly covenants
and agrees to abide by all of such Rules and Regulations and such additional
terms, as well as such reasonable modifications to such Rules and Regulations
as may be hereafter adopted by HQ.
H. All notices hereunder shall be in writing. Notices to Client shall
be deemed to be duly given if mailed by registered or certified mail, postage
prepaid, addressed to Client at:

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

- ------------------------------------------------------------------------------
Notice to HQ shall be deemed to be duly given if mailed by
registered or certified mail, postage prepaid, to HQ at the Building and as
follows:

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

- ------------------------------------------------------------------------------
I. THIS AGREEMENT IS NOT INTENDED TO CREATE A LEASE OR ANY OTHER
INTEREST IN REAL PROPERTY IN FAVOR OF THE CLIENT, BUT MERELY CREATES A
REVOCABLE LICENSE IN ACCORDANCE WITH THE TERMS HEREOF. This Agreement grants
Client the license to use the HQ Business Center and the Office for the
specific purposes herein set forth without diminution of the legal possession
or control thereof by HQ and shall be revocable at the option of HQ upon the
destruction of the HQ Business Center or the breach by Client of any term or
condition herein set forth. This Agreement is subject and subordinate to any
underlying lease or contract of the Building or of the premises comprising
the Office or the HQ Business Center as such lease or contract may be amended
from time to time (such underlying lease or contract together with any
amendments, is hereinafter referred to as the "Master Lease"). This Agreement
shall terminate simultaneously with the termination of the HQ Business Center
operation for any reason. Client is not a party to nor shall Client have any
rights under the Master Lease.
J. Client acknowledges that HQ Business Centers will comply with U.S.
Postal Service regulations regarding Client mail and, upon termination of
this Agreement, it will be Client's responsibility to notify all parties of
termination of the use of the above described address, assigned telephone
number, telex and facsimile numbers. For a period of thirty (30) days after
the termination of this Agreement, HQ will, at Client's written request and
cost, provide Client's new telephone number and address to all incoming
callers and will hold or forward to Client once a week all mail, packages,
facsimiles and telexes.
K. HQ may assign this Agreement and/or any fees hereunder and Client
agrees to attorn to any such assignee.

Page 3 of 5

<PAGE>

HQ
- -------------------------------------------
Executive Office Network, Ltd.
- -------------------------------------------

A(n) California corporation
--------------------------

By: Desiree Hope
---------------------------------------
/s/ Desiree Hope
---------------------------------------

Its: Center/Sales Manager
---------------------------------------

CLIENT

CORPORATION: Aufhauser & Co
------------------------------

A(n) New York corporation
-------------------------

By: Bill Glasz
---------------------------------------

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

Its: President
---------------------------------------

PARTNERSHIP:
------------------------------

A(n) partnership
---------------------------

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

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

Its: General Partner

INDIVIDUALS:

----------------------------------------
(signature)

----------------------------------------
(print name)

Address:
----------------------------------

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

- -------------------------------------------
(signature)

- -------------------------------------------
(print name)

Address:
-----------------------------------

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

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

PERSONAL GUARANTEE:
For value received, the undersigned does hereby unconditionally and
irrevocably guarantee the prompt payment and full performance of all terms,
covenants, conditions and agreements as contained herein.

BY: BY: BY:
------------------ ---------------- --------------------

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

SCHEDULE "A"
BASE SERVICES

- - Individual Executive Office
- - Personalized Telephone Answering of Incoming Calls (# Unlimited incoming
calls per month at no charge)
- - Furnished and Decorated Reception Area
- - Professional Receptionist, Message Center Secretaries, and Office Manager
- - Use of Furnished, and Audio-Visual Equipped Conference Rooms (#2 hours per
month at no charge)
- - Prestigious Business Address
- - Business Identity on Building Lobby Directory
- - Facsimile Number for Client's Use
- - Mail and Package Receipt
- - Utilities and Janitorial Service
- - Building Operating Expenses

SCHEDULE "B"
ADDITIONAL SERVICES

Word Processing Services
Secretarial Services
Facsimile and Telex Services
Voice Messaging Service*
Copy and Binding Services
Outgoing Mail & Express Delivery Services
Office Furniture
Specialized Equipment
Printing & Office Supplies
Miscellaneous Purchasing Services
Catering & Beverage Services
Paging Services
Telephone Equipment
Specialized Telephone Services
Local & Long Distance Telephone Service
Excess Message Usage
Excess Conference Room Usage
Other Client Requested Services*

*Where available

Page 4 of 5

<PAGE>

SCHEDULE "C"
RULES AND REGULATIONS

1. Client's employees and guests will conduct themselves in a businesslike
manner; proper business attire will be worn at all times; the noise level will
be kept to a level so as not to interfere with or annoy other clients and
Client will abide by HQ's directives regarding security, keys, parking and
other such matters common to all occupants.

2. Client agrees to use chair mats and desk pads in the Office(s) and any
damage from failure to use the same will be the responsibility of Client.
Client will not affix anything to the windows, walls or any other part of the
Office(s) or the HQ Business Center or make alterations or additions to the
Office(s) or the HQ Business Center without the prior written consent of HQ.

3. Client will not prop open any corridor doors, exit doors or door
connecting corridors during or after business hours.

4. Client can only use public areas with the consent of HQ and those areas
must be kept neat and attractive at all times.

5. All corridors, halls, elevators and stairways shall not be obstructed by
Client or used for any purpose other than egress and ingress.

6. No advertisement or identifying signs, other than provided by HQ, or other
notices shall be inscribed, painted, or affixed on any part of the corridors,
doors or public areas.

7. Client shall not, without HQ's prior written consent, store or operate in
the Office(s) or the HQ Business Center any computer (excepting a personal
computer) or any other large business machine, reproduction equipment,
heating equipment, stove, radio, stereo equipment or other mechanical
amplification equipment, vending or coin operated machine, refrigerator or
coffee equipment, or conduct a mechanical business therein, do any cooking
therein, or use or allow to be used in the Building, oil burning fluids,
gasoline, kerosene for heating, warming or lighting. No article deemed
hazardous on account of fire or any explosives shall be brought into the HQ
Business Center. No offensive gases, odors or liquids will be permitted.

8. The electrical current shall be used for ordinary lighting purposes only
unless written permission to do otherwise shall first have been obtained from
HQ at an agreed cost to Client.

9. If Client requires any special installation or wiring for electrical use,
telephone equipment or otherwise, such wiring shall be done at Client's
expense by the personnel designated by HQ.

10. Client may not conduct business in the hallways, reception area or any
other area except in its designated Office(s) without the prior written
consent of HQ.

11. Client will bring no animals other than seeing-eye dogs in the company of
blind persons into the Building.

12. Client shall not remove furniture, fixtures or decorative material from
the Office(s) without the written consent of HQ and such removal shall be
under the supervision and regulations of the HQ Business Center.

13. Client will not use the HQ Business Center for manufacturing or storage
of merchandise except as such storage may be incidental to general office
purposes.

14. Client will not occupy or permit any portion of the HQ Business Center to
be occupied or used for the manufacture, sale, gift or use of liquor,
narcotics or tobacco in any form.

15. Client will not use the Office(s) for lodging or sleeping or for any
immoral or illegal purposes.

16. No additional locks or bolts of any kind shall be placed upon any doors
or windows of the HQ Business Center by Client nor shall any changes be made
on existing locks or the mechanisms thereof.

17. Client shall, before leaving the Office(s) unattended for an extended
period of time, close and securely lock all doors and shut off all lights and
other electrical apparatus. Any damage resulting from failure to do so shall
be paid by Client.

18. Canvassing, soliciting and peddling in the Building are prohibited and
Client shall not solicit other clients for any business or other purpose
without the prior written approval of HQ.

19. All property belonging to Client or any employee, agent or invitee of
Client shall be at the risk of such person only and HQ shall not be liable
for damages thereto or for theft or misappropriation thereof.

20. If Client does not remove any property belonging to Client from the HQ
Business Center by the end of the term, at the option of HQ, Client shall be
conclusively presumed to have conveyed such property to HQ under this
Agreement as a bill of sale without further payment or credit by HQ to Client
and HQ may remove the same and Client shall pay HQ all costs of such removal
upon demand.

21. Smoking shall be prohibited in all public areas, including conference and
training rooms. No smoking shall be permitted at any time in any area of the
HQ Business Center (including open offices and workstations); provided,
however, with the prior written consent of HQ, smoking shall be permitted in
Client's Office(s), but only with the door closed, and then only cigarette
smoking will be permitted so long as client provides an air filter device
acceptable to HQ, unless the entire Building has been designated non-smoking,
in which case smoking is not permitted in the Office(s). Cigar and pipe
smoking are prohibited in all areas of the HQ Business Center.

HQ SHALL HAVE NO RESPONSIBILITY TO CLIENT FOR THE VIOLATION OR
NON-PERFORMANCE BY ANY OTHER HQ CLIENTS OF ANY OF THE RULES AND REGULATIONS
BUT SHALL USE REASONABLE EFFORTS TO UNIFORMLY ENFORCE ALL RULES AND
REGULATIONS.

Page 5 of 5

<PAGE>

BUSINESS PROPERTY LEASE

THIS LEASE is entered into this 20th day of June, 1996, between Christ
Community Church of the Christian & Missionary Alliance, Landlord and Trans
Terra Company, Tenant.

PREMISES
1. Landlord leases to Tenant 10825 Harney Street
________________________________________________________________________________
________________________________________________________________________________
Omaha, Douglas County, Nebraska, (the "Premises"), containing approximately
17,323 square feet of area, on the following terms and conditions:

TERMS
2. This Lease shall be for a term of five (5) years beginning on the
1st day of August, 1996, and ending on the 31st day of July, 2001 unless
terminated earlier on the following conditions: Tenant will have the one time
right to cancel this lease at the end of the third lease year (July 31, 1999)
by providing written notice to the Landlord no later than February 1, 1999.

If for any reason the Premises are delivered to Tenant on any date before
or after the term commencement date, rental for the period between the date of
possession and the term commencement date shall be adjusted on a pro rata
basis. Such earlier or late taking of possession shall not change the
termination date of this Lease. This Lease shall not be void of voidable in the
event of a late delivery by Landlord, nor shall Landlord be liable to Tenant
for any resulting loss or damage.

USE OF PREMISES
3. The Premises are leased to Tenant, and are to be used by Tenant, for
the purpose of a stock brokerage transaction office and for no other purpose.
Tenant agrees to use the Premises in such a manner as to not interfere with the
rights of other tenants in the Real Estate, to comply with all applicable
governmental laws, ordinances, and regulations in connection with its use of
the Premises, to keep the Premises in a clean and sanitary condition, to keep
the Premises and all sidewalks, and approached thereto in a safe condition free
and clear of ice and snow and all other matter which may be dangerous to the
public and free of all obstructions, and to use all reasonable precaution to
prevent waste, damage, or injury to the Premises.

RENT
4. (a) BASE RENT. The total Base Rent under this Lease is Nine Hundred
Thousand Seven Hundred Ninety Six and 00/100 Dollars ( $900,796.00 ). Tenant
agrees to pay rent to Landlord at 404 So. 108th St., Omaha, NE 68154 or at any
other place Landlord may designate in writing, in lawful money of the United
States, in monthly installments in advance, on the first day of each month, as
follows:

For the period from August 1, 1996 to July 31, 1999 $14,435.83 per month;
For the period from August 1, 1999 to July 31, 2001 $15,879.41 per month;

(b) OPERATING EXPENSES. In addition to the Base Rent, Tenant shall pay
a pro rata share of operating expenses of the real estate of which the Premises
are part, parking areas, and grounds ("Real Estate"). "Operating Expenses" shall
mean all costs of maintaining and operating the Real Estate, including but not
limited to all taxes and special assessments levied upon the Real Estate,
fixtures, at the Real Estate, all insurance costs, repair, replacement, and
operation of the Real Estate, including but not limited to line painting,
lighting, snow removal, landscaping, cleaning, repair and replacement.
Operating Expenses shall not include property additions and capital improvements
to the real estate, alterations made for specific tenants, depreciation of the
Real Estate, debt service on long term debt or income taxes paid by Landlord.

(c) PAYMENT OF RENT. Tenant agrees to pay the Base Rent as and when
due, together with Tenant's share of the Operating Expenses and all other
amounts required to be paid by Tenant under this Lease. In the event of
nonpayment of any amounts due under this Lease, whether or not designated as
rent, Landlord shall have all the rights and remedies provided in this Lease or
by law for failure to pay rent.

(d) LATE CHARGE. If the Tenant fails to pay the Base Rent together with
the Tenant's share of the Operating Expenses and all other amounts required to
be paid by Tenant under this Lease, on or before the tenth day after such
payments are due, Tenant agrees to pay Landlord a late charge of 10% OF THE
MONTHLY RENTAL AMOUNT.

SERVICES
5. Landlord shall provide no services to Tenant to the Premises during
normal business hours, and at such other times as Landlord may deem necessary
or desirable, in the manner customary to the Real Estate. Landlord shall have
the right to discontinue any service during any period for which rent is not
promptly paid by Tenant. Landlord shall not be liable for damages, nor shall
the rental be abated, for failure to furnish, or delay in furnishing, any
service when failure to furnish, or delay in furnishing, is occasioned in whole
or in part by needful repairs, renewals, or improvements, or by any strike or
labor controversy, or by any accident or casualty whatsoever, or by any
unauthorized act or default of any employee of Landlord, or for any other cause
or causes beyond the control of Landlord. Tenant shall pay when due, all water,
gas, electricity, sewer use fees, incurred at or chargeable to the Premises.

ASSIGNMENT OR SUBLEASE
6. Tenant shall not assign this Lease or sublet the whole or any part of
the Premises, transfer this Lease by operation of law or otherwise, or permit
any other person except agents and employees of Tenant to occupy the Premises,
or any part thereof, without the prior written consent of Landlord, such
approval shall not be unreasonably denied or delayed. Landlord may consider the
following in determining whether to withhold consent: (a) financial
responsibility of the new tenant, (b) identity and business character of the
new tenant (c) nature and legality of the proposed use of the Premises.

Landlord shall have the right to assign its interest under this Lease or
the rent reserved hereunder.

TENANT'S IMPROVEMENTS
7. Tenant shall have the right to place partitions and fixtures and make
improvements or other alterations in the interior of the Premises at its own
expense. Prior to commencing any such work, Tenant shall first obtain the
written consent of Landlord for the proposed work. Said approval shall not be
unreasonably denied or delayed.

REPAIRS
8. Landlord agrees to maintain in good condition, and repair as necessary
the foundations, exterior walls and the roof of the Premises. Landlord will be
responsible for replacement of compressors and/or condensers in the HVAC units
during the first 12 months of this Lease.

Tenant agrees that it will make, at its own cost and expense, all repairs
and replacements to the Premises not required to be made by Landlord,
including, but not limited to, all interior and exterior doors, door frames,
windows, plate glass, and the heating, air conditioning, plumbing and
electrical systems servicing the Premises. Tenant agrees to do all
redecorating, remodeling, alteration, and painting required by it during the
term of the Lease at its own cost and expense, to pay for any repairs to the
Premises or the Real Estate made necessary by any negligence or carelessness
of Tenant or any of its agents or employees or person permitted on the Real
Estate by Tenant, and to maintain the Premises in a safe, clean, neat and
sanitary condition. Tenant shall be entitled to no compensation for
inconvenience, injury, or loss of business arising from the making of any
repairs by Landlord, Tenant, or other tenants to the Premises or the Real
Estate.

CONDITION OF PREMISES
9. Except as provided herein, Tenant agrees that no promises,
representations, statements, or warranties have been made on behalf of
Landlord to Tenant respecting the condition of the Premises, or the manner of
operating the Real Estate, or the making of any repairs to the Premises. By
taking possession of the Premises, Tenant acknowledges that the Premises were
in good and satisfactory condition when possession was taken. Tenant shall,
at the termination of this Lease, by lapse of time or otherwise remove all of
Tenant's property and surrender the Premises to Landlord in as good condition
as when Tenant took possession, normal wear excepted.

<PAGE>

PERSONAL PROPERTY AT RISK OF TENANT
10. All personal property in the Premises shall be at the risk of Tenant
only. Landlord shall jot be liable for any damage to any property of Tenant
or its agents or employees in the Premises caused by steam, electricity,
sewage, gas or odors, or from water, rain, or snow which may leak into, issue
or flow into the Premises from any part of the Real Estate, or from any other
place, or for any damage done to Tenant's property in moving same to or from
the Real Estate or the Premises. Tenant shall give Landlord, or its agents,
prompt written notice of any damage to or defects in water pipes, gas or
warming or cooling apparatus in the Premises.

LANDLORD'S RESERVED RIGHTS
11. Landlord, with permission from Tenant may:

(a) At reasonable times, to decorate, and to make, at its own expense,
repairs, alterations, additions, and improvements, structural or otherwise,
in or to the Premises, the Real Estate, or part thereof, and any adjacent
building, land, street, or alley, and during such operations to take into and
through the Premises or any part of the Real Estate all materials required,
and to temporarily close or suspend operation of entrances, doors, corridors,
elevators, or other facilities to do so.
(b) Show the Premises to prospective tenants at reasonable times in the
event that Tenant has given Landlord notice of lease termination.
(c) Take any and all reasonable measures, including inspections or the
making of repairs, alterations, and additions and improvements to the
Premises or to the Real Estate, which Landlord deems necessary or desirable
for the safety, protection, operation, or preservation of the Premises or the
Real Estate.
(d) Approve all sources furnishing signs, painting, and/or lettering to
the Premises, and approve al signs on the Premises prior to installation
thereof.

INSURANCE
12. Tenant shall not use or occupy the Premises or any part therof in any
manner which could invalidate any policies of insurance now or hereafter
placed on the Real Estate or increase the risks covered by insurance on the
Real Estate or necessitate additional insurance premiums or policies of
insurance, even if such use may be in furtherance of Tenant's business
purposes. In the event any policies of insurance are invalidated by acts or
omissions of Tenant, Landlord shall have the right to terminate this Lease,
or at Landlord's option, to charge Tenant for extra insurance premiums
required on the Real Estate on account of the increased risk caused by
Tenant's use and occupancy of the Premises. Each party hereby waives all
claims for recovery from the other for any loss or damage to any of its
property insured under valid and collectible insurance policies to the extent
of any recovery collectible under such policies, provided, that this waiver
shall apply only when permitted by the applicable policy of insurance.

INDEMNITY
13. Tenant shall indemnify, hold harmless, and defend Landlord from and
against, and Landlord shall not be liable to Tenant on account of, any and
all costs, expenses, liabilities, losses damages, suits, actions, fines,
penalties, demands, or claims of any kind, including reasonable attorney's
fees, asserted by or on behalf of any person, entity, or governmental
authority arising out of or in any way connected with either (a) a failure by
Tenant to perform any of the agreements, terms, or conditions of the Lease
required to be performed by Tenant; (b) a failure by Tenant to comply with
any laws, statutes, ordinances, regulations, or orders of any governmental
authority; or (c) any accident, death, a personal injury, or damage to, or
loss or theft of property which shall occur on or about the Premises, or the
Real Estate, except as the same may be the result of the negligence of
Landlord, its employees, or agents.]

LIABILITY INSURANCE
14. Tenant agrees to procure and maintain continuously during the entire
term of this Lease, a policy or policies of insurance in a company or
companies acceptable to Landlord, at Tenants own cost and expense, insuring
Landlord and Tenant from all claims, demands or actions; such
comprehensive insurance shall protect and name the Tenant as the Insured and
shall provide coverage of at least $2,000,000.00 for injuries to any one
person, $500,000.00, for injuries to persons in any one accident and
$500.000.00 for damage to property, made by or on behalf of any person or
persons, firm or corporation arising from, related to, or connected with the
conduct and operation of Tenant's business in the Premises, or arising out of
and connected with the use and occupancy of sidewalks and other Common Areas
by the Tenant. All such insurance shall provide that Landlord shall be given
a minimum of ten (10) days notice by the insurance company prior to
cancellation, termination or change of such insurance. Tenant shall provide
Landlord with copies of the policies or certificates evidencing that such
insurance is in full force and effect and stating the term and provisions
thereof. If Tenant fails to comply with such requirements for insurance and
Tenant does not fulfill this insurance obligation after written notice from
Landlord, Landlord may, but shall not be obligated to, obtain such insurance
and keep the same in effect, and Tenant agrees to pay Landlord, upon demand,
the premium cost thereof. Tenant's insurance provides for $2,000,000.00 for
General Liability plus a $3,000,000.00 Umbrella Coverage. Tenant will name
Landlord as a additional insured for the insurance coverage.

DAMAGE BY FIRE OR OTHER CASUALTY
15. If, during the term f this Lease, the Premises shall be so damaged by
fire or any other cause except Tenant's negligent or intentional act so as to
render the Premises untenantable, the rent shall be abated while the Premises
remain untenantable; and in the event of such damage, Landlord shall elect
whether to repair the Premises or to cancel this Lease, and shall notify
Tenant in writing of his election within sixty (60) days after such damage.
In the event Landlord elects to repair the Premises, the work or repair shall
begin promptly and shall be carried on without unnecessary delay. In the
event Landlord elects not to repair the Premises, the Lease shall be deemed
canceled as of the date of the damage. Such damage shall not extend the Lease
term.

CONDEMNATION
16. If the whole or any part of the Premises shall be taken by public
authority under the power of eminent domain, then the term of this Lease shall
cease on that portion of the Premises so taken, from the date of possession,
and the rent shall be paid to that date, with a proportionate refund by
Landlord to Tenant of such rent as may have been paid by Tenant in advance.
If the portion of the Premises taken is such that it prevents the practical
use of the Premises for Tenant's purposes, then Tenant shall have the right
either (a) to terminate this Lease by giving written notice of such
termination to Landlord not later than thirty (30) days after the taking; or
(b) to continue in possession of the remainder of the Premises, except that
the rent shall be reduced in proportion to the area of the Premises taken.
In the even of any taking or condemnation of the Premises, in whole or in
part, the entire resulting award of damages shall be the exclusive property
of Landlord, including all damages awarded as compensation for diminution in
value to the leasehold, without any deduction for the value of any unexpired
term of this Lease, or for any other estate or interest in the Premises now
or hereafter vested in Tenant.

DEFAULT OR BREACH
17. Each of the following events shall constitute a default or a breach
of this Lease by Tenant:
(a) If Tenant fails to pay Landlord any rent or other payments when due
hereunder;
(b) If Tenant vacates or abandons the Premises;
(c) If Tenant files a petition in bankruptcy or insolvency or for
reorganization under any bankruptcy act, or voluntarily takes advantage of any
such act by answer or otherwise, or makes an assignment for the benefit of
creditors;
(d) If involuntary proceedings under any bankruptcy or insolvency act
shall be instituted against Tenant, or if a receiver or trustee shall be
appointed of all or substantially all of the property of Tenant, and such
proceedings shall not be demised or the receivership or trusteeship vacated
within thirty (30) days after the institution or appointment; or
(e) If Tenant fails to perform or comply with any other term or condition
of this Lease and if such nonperformance shall continue for a period of
ten (10) days after notice thereof by Landlord to Tenant, time being of the
essence.

EFFECT OF DEFAULT
18. In the event of any default or breach hereunder, in addition to any
other right or remedy available to Landlord, wither at law or in equity,
Landlord may exert any one or more of the following rights:
(a) Landlord may re-enter the Premises immediately and remove the
property and personnel of Tenant, and shall have the right, but not the
obligation, to store such property in a public warehouse or at a place
selected by Landlord, at the risk and expense of Tenant.
(b) Landlord may retake the Premises and may terminate this Lease by
giving written notice of termination to Tenant. Without such notice,
Landlord's retaking will not terminate the Lease. On termination, Landlord
may recover from Tenant all damages proximately resulting from the breach,
including the cost of recovering the Premises and the difference between the
rent due for the balance of the Lease term, as though the Lease had not been
terminated, and the reasonable rental value of the Premises, which sum shall
be immediately due Landlord from Tenant.

(c) Landlord may relet the Premises or any part therof for any term
without terminating this Lease, at such rent and on such terms as it may
choose. Landlord may make alterations and repairs to the Premises. In
addition to Tenant's liability to Landlord for breach of this Lease, Tenant
shall be liable for all expenses of the reletting, for any alterations and
repairs made, and for the rent due for the balance of the Lease term, which
sum shall be immediately due Landlord from Tenant. The amount due Landlord
will be reduced by the net rent received by Landlord during the remaining term
of this Lease from reletting the Premises or any part thereof. If during the
remaining term of this Lease Landlord receives more than the amount due
Landlord under this sub-paragraph, the Landlord shall pay such excess to
Tenant, but only to the extent Tenant, but only to the extent Tenant has
actually made payment pursuant to this sub-paragraph.

SURRENDER - HOLDING OVER 19. Tenant shall,
upon termination of this Lease, whether by lapse of time or otherwise
peaceably and promptly surrender the Premises to Landlord. If Tenant remains
in possession after the termination of this Lease, without a written lease
duly executed by the parties, Tenant shall be deemed a trespasser. If Tenant
pays, and Landlord accepts, rent for a period after termination of this
Lease, Tenant shall be deemed to be occupying the Premises only as a tenant
from month to month, subject to all the terms, conditions, and agreements of
this Lease, except that the rent shall be two times the monthly rent
specified in the lease immediately before termination.

SUBORDINATION AND ATTORNMENT
20. Landlord reserves the right to place liens and encumbrances on the
Premises superior in lien and effect to this Lease. This Lease, and all
rights of Tenant hereunder, shall, at the option of Landlord, be subject and
subordinate to any liens and encumbrances now or hereafter imposed by
Landlord upon the Premises or the Real Estate or any part thereof, and Tenant
agrees to execute, acknowledge, and deliver to Landlord, upon request, any
and all instruments that may be necessary or proper to subordinate this Lease
and all rights herein to any such lien or encumbrance as may be required by
Landlord.

In the event any proceedings are brought for the foreclosure of any
mortgage on the Premises, Tenant will attorn to the purchaser at the
foreclosure sale and recognize such purchaser as the Landlord under this
Lease. The purchaser, by virtue of such foreclosure, shall be deemed to have
assumed, as substitute Landlord, the terms and conditions of this Lease until
the resale or other disposition of its interest. Such assumption, however,
shall not be deemed an acknowledgment by the purchaser of the validity of any
then existing claims of Tenant against the prior Landlord.

Tenant agrees to execute and deliver such further assurances and other
documents, including a new lease upon the same terms and conditions contained
herein, confirming the foregoing, as such purchaser may reasonably request.
Tenant waives any right of election to terminate this Lease because of any
such foreclosure proceedings.

NOTICES
21. Any notice to given hereunder shall be given in writing and sent by
registered or certified mail to Landlord at 404 So. 108th St., Omaha, NE
68157 and to Tenant at TransTerra Co., Attn: Thomas J. Pleiss, Vice
President, 4211 So. 102nd St., Omaha, NE 68127 or at such other address as
either party may from time to time designate in writing. Each such notice
shall be deemed to have been given at the time it shall be personally
delivered to such address or deposited in the United States mail in the
manner prescribed herein.

NET LEASE
22. This is a net-net-net Lease and the parties agree and understand
that Tenant shall pay Tenant's proportionate share of the real estate taxes,
special assessments, insurance and all other Operating Expense as described
in subparagraph 4.b of this Lease.

MISCELLANEOUS
23. (a) BINDING ON ASSIGNS. All terms, conditions, and agreements of
this Lease shall be binding upon, apply, and inure to the benefit of the
parties hereto and their respective heirs, representatives, successors, and
assigns.

(b) AMENDMENT IN WRITING. This Lease contains the entire agreement
between the parties and may be amended only by subsequent written agreement.

(c) WAIVER - NONE. The failure of Landlord to insist upon strict
performance of any of the terms, conditions and agreements of this Lease
shall not be deemed a waiver of any of its rights or remedies hereunder and
shall not be deemed a waiver of any subsequent breach or default of any of
such terms, conditions, and agreements. The doing of anything by Landlord
which Landlord is not obligated to do hereunder shall not impose any future
obligation on Landlord nor otherwise amend any provisions of this Lease.

(d) NO SURRENDER. No surrender of the Premises by Tenant shall be
effected by Landlord's acceptance of the keys to the Premises or of the rent
due hereunder, or by any other means whatsoever, without Landlord's written
acknowledgment that such acceptance constitutes a surrender.

(e) CAPTIONS. The captions of the various paragraphs in this Lease are
for convenience only and do not define, limit, describe, or construe the
contents of such paragraphs.

(f) BROKERS. Landlord hereby warrants that N P Dodge Management Company
is the Real Estate Broker in this transaction and that Landlord has agreed to
pay a real estate fee to said Broker.

(g) APPLICABLE LAW. This Lease shall be governed by and construed in
accordance with the laws of the State of Nebraska.

OTHER PROVISIONS

24. 1. This Lease agreement will be null and void in the event that the
Landlord does not close on the purchase of this property by July 1, 1996 or
if this Lease is not approved by the Landlord.

2. Parking - Landlord will provide to Tenant 100 additional parking
stalls located on Landlord's church parking lot for Tenant to use during the
normal business hours of 7:00 am to 5:30 pm on Monday through Friday. Tenant
will allow Landlord to use the parking located at 10825 Harney after 6:00 pm
on Monday through Friday and all day on Saturday and Sunday.

3. Possession of Premises - Tenant will have possession of the
premises on July 1, 1996 except east 1/3 of bldg (shop and ware area), which
will be available August 8, 1996.

4. Condition of Premises on Possession Date - The premises will be
given to Tenant in a clean condition i.e. carpets cleaned and all trash,
etc., removed from the premises.

5. Rental Deposit - Upon execution of this Lease Agreement by
Landlord, Tenant will pay the base rental for the month of August 1996.

Until this Lease is executed on behalf of all parties hereto, it shall
be construed as an offer to lease of Tenant to Landlord.

IN WITNESS WHEREOF, the parties hereto have executed this Lease the day
and year first above written.

/s/ Christ Community Church
--------------------------------
Landlord

/s/ Edward D. Reider /s/ William R. Alford
- ------------------------------- By --------------------------------
Witness Treasurer

- ------------------------------- By --------------------------------
Witness

/s/ TransTerra Co
--------------------------------
Tenant

/s/ Robert H. Fowler /s/ Thomas J. Pleiss
- ------------------------------- By --------------------------------
Witness Vice President

- ------------------------------- By --------------------------------
Witness

<PAGE>

EMPLOYMENT AGREEMENT

This Agreement made and entered into as of the 3rd day of December, 1996
(the "Effective Date") by and between Ameritrade Holding Corporation (the
"Company"), and J. Joe Ricketts (the "Executive"),

WITNESSETH THAT:

WHEREAS, the parties desire to enter into this Agreement pertaining to the
continued employment of the Executive by the Company;

NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth below, it is hereby covenanted and agreed by the Company and the Executive
as follows:

1. EMPLOYMENT PERIOD. Subject to the terms of this Agreement, the
Company hereby agrees to employ the Executive as its Chairman and Chief
Executive Officer during the Employment Period (as defined below), and the
Executive hereby agrees to remain in the employ of the Company during the
Employment Period and to provide services during the Employment Period in
accordance with this Agreement. The "Employment Period" shall be the period
beginning on the Effective Date and ending on the first anniversary thereof.
After the first anniversary of the Effective Date, the Employment Period shall
be automatically extended for three additional consecutive 12-month periods,
unless one party to this Agreement provides written notice of non-renewal to the
other at least 180 days before the last day of the then current Employment
Period.

2. DUTIES. The Executive agrees that, during the Employment Period while
he is employed by the Company, he will devote his full time, energies and
talents to serving as the Chairman and the Chief Executive Officer of the
Company, subject to the direction of the Board of Directors of the Company (the
"Board"). The Executive shall have such duties and responsibilities as may be
assigned to him from time to time by the Board, including, but not limited to,
managing and directing the operations, executives and markets of the
subsidiaries of the Company, creating and executing strategic business plans to
enable the accomplishment of corporate goals, evaluating profitable corporate
purchases and marketing Company services to the industry. The Executive shall
perform all duties assigned to him faithfully and efficiently, subject to the
direction of the Board and shall have such authorities and powers as are
inherent

<PAGE>

to the undertakings applicable to his position and necessary to carry out the
responsibilities and duties required of him hereunder; provided, however, that
the Executive shall not be required to perform any duties while he is disabled
(within the meaning of paragraph 4(c)). Notwithstanding the foregoing
provisions of this Section 2, during the Employment Period, the Executive may
devote reasonable time to activities other than those required under this
Agreement, including the supervision of his personal investments, and activities
involving professional, charitable, educational, religious and similar types of
organizations, speaking engagements, membership on the boards of directors of
other organizations, and similar type activities, to the extent that such other
activities do not, in the judgement of the Board, inhibit or prohibit the
performance of the Executive's duties under this Agreement, or compete or
conflict with the business of the Company or any of its subsidiaries.

3. COMPENSATION. Subject to the terms and conditions of this Agreement,
during the Employment Period while the Executive is employed by the Company, the
Company shall compensate him for his services as follows:

(a) The Executive shall receive, for each 12-consecutive month period
beginning on the Effective Date and each anniversary thereof, an
annual salary of $350,000 (the "Salary"), which Salary shall be
payable in substantially equal monthly or more frequent installments.
The Executive's Salary rate shall be reviewed annually on or about
January 1 of each year; provided, however, that in no event shall the
Salary of the Executive be reduced to an amount that is less than the
amount specified in this paragraph (a) (as the same may be increased
from time to time) except to the extent that reductions of the same
percentage are being made at the same time to the salaries of all
other senior executive officers of the Company.

(b) The Executive shall be entitled to receive bonuses from the Company as
determined in the sole discretion of the Board.

(c) Except as otherwise specifically provided to the contrary in this
Agreement, the Executive shall be provided with the employee benefits
and other fringe benefits and perquisites to the same extent and on
the same terms and conditions as those benefits are provided by the
Company from time to time to the Company's other senior executive
officers.

4. RIGHTS AND PAYMENTS UPON TERMINATION. The Executive's employment with
the Company may be terminated during the

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<PAGE>

Employment Period by the Company or the Executive at any time, for any reason,
without breach of this Agreement. The Executive's right to benefits and
payments, if any, for periods after the date on which his employment with the
Company terminates for any reason (his "Termination Date") shall be determined
in accordance with the following provisions of this Section 4:

(a) MINIMUM PAYMENTS. If the Executive's Termination Date occurs during
the Employment Period for any reason, the employee shall be entitled
to the following payments, in addition to any payments or benefits to
which the Executive may be entitled under the following provisions of
this Section 4 (other than this paragraph (a)) and the express terms
of any employee benefit plan or arrangement in which the Executive
participates as of his Termination Date:

(i) his earned but unpaid Salary for the period ending on his
Termination Date; and

(ii) his accrued but unpaid vacation pay for the period ending
with his Termination Date, as determined in accordance with
the Company's policy as in effect from time to time.

Payments to be made to the Executive pursuant to this paragraph 4(a)
shall be made in a lump sum as soon as practicable after the
Executive's Termination Date. Except as may be otherwise expressly
provided to the contrary in this Agreement, nothing in this Agreement
shall be construed as requiring the Executive to be treated as
employed by the Company following his Termination Date for purposes of
any employee benefit plan or arrangement in which he may participate
at such time.

(b) TERMINATION BY COMPANY FOR CAUSE. If the Executive's Termination Date
occurs during the Employment Period and is a result of the Company's
termination of the Executive's employment on account of Cause (as
defined below), then, except as agreed in writing between the
Executive and the Company, the Executive shall have no right to future
payments or benefits under this Agreement (and the Company shall have
no obligation to make any such future payments or provide any such
future benefits) for periods after the Executive's Termination Date.
For purposes of this Agreement, the term "Cause" shall mean (1) the
continuous failure by the Executive to substantially perform his
duties under this Agreement, (2) the willful engaging by the

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<PAGE>

Executive in conduct which is demonstrably and materially injurious to
the Company or its affiliates, monetarily or otherwise, (3) conduct by
the Executive that involves theft, fraud or dishonesty, or (4) the
Executive's violation of the provisions of Section 6 hereof.

(c) TERMINATION FOR DEATH OR DISABILITY. If the Executive's Termination
Date occurs during the Employment Period on account of the Executive's
death or disability (as defined below), then the Executive (or in the
event of his death, his estate) shall be entitled to continuing
payments of his Salary for the period commencing on his Termination
Date and ending on the earliest of (i) the last day of the calendar
month in which his Termination Date occurs, (ii) the last day of the
Employment Period, or (iii) the date on which the Executive violates
the provisions of Section 6 of this Agreement. For purposes of this
Agreement, the term "disability" shall mean the inability of the
Executive to continue to perform his duties under this Agreement on a
full-time basis as a result of mental or physical illness, sickness or
injury for a period of 90 days within any 12-month period, as
determined in the sole discretion of the Board.

(d) TERMINATION BY THE COMPANY FOR REASONS OTHER THAN CAUSE. If the
Executive's Termination Date occurs during the Employment Period and
is a result of the Executive's termination of employment by the
Company for any reason other than Cause (and is not on account of the
Executive's death, disability, or voluntary resignation, the mutual
agreement of the parties or any other reason), then the Executive
shall receive from the Company for the period commencing on his
Termination Date and ending on the earliest of (i) last day of the
Employment Period, (ii) the six month anniversary of his Termination
Date, (iii) the date on which the Executive violates the provisions of
Section 6 of this Agreement, or (iv) the date of the Executive's
death, the Salary in effect as of his Termination Date, payable in
accordance with the provisions of paragraph 3(a). Notwithstanding the
foregoing, the Company may, at any time, relieve the Executive of his
duties for a specified period of time and such action on the part of
the Company shall not be considered a termination of the Executive's
employment hereunder. During any period that the Executive has been
relieved of his duties pursuant to the foregoing sentence, all
provisions of this Agreement, other than the provisions of Section 2
which require the Executive

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<PAGE>

to actively perform services for the Company, shall continue to remain
in full force and effect.

(e) TERMINATION FOR VOLUNTARY RESIGNATION, MUTUAL AGREEMENT OR OTHER
REASONS. If the Executive's Termination Date occurs during the
Employment Period on account of his voluntary resignation, mutual
agreement of the parties, or any reason other than those specified in
paragraphs (b), (c) or (d) above then, except as agreed in writing
between the Executive and the Company, the Executive shall have no
right to future payments or benefits under this Agreement (and the
Company shall have no obligation to make any such future payments or
provide any such future benefits) for periods after the Executive's
Termination Date.

(f) NOTICE OF NON-RENEWAL. If the Executive's Termination Date occurs at
the end of the Employment Period on account of non-renewal of the
Employment Period by either party in accordance with Section 1, then,
except as agreed in writing between the Executive and the Company, the
Executive shall have no right to future payments or benefits under
this Agreement (and the Company shall have no obligation to make any
such future payments or provide any such future benefits) for periods
after the Executive's Termination Date.

Notwithstanding any other provision of this Agreement, the Executive shall
automatically cease to be an officer and/or director of the Company and its
affiliates as of his Termination Date.

5. SET-OFF. The Company shall be entitled to set off against the amounts
payable to the Executive under this Agreement, any amounts owed to the Company
or its affiliates by the Executive.

6. CONFIDENTIAL INFORMATION. The Executive agrees that:

(a) Except as may be required by the lawful order of a court or agency of
competent jurisdiction, or except to the extent that the Executive has
express authorization from the Company, he shall keep secret and
confidential indefinitely all non-public information (including,
without limitation, information regarding costs of new accounts,
activity rates of different market niche customers and advertising
results) concerning the Company and the subsidiaries which was
acquired by or disclosed to the Executive during the course of his
employment with the Company and not to disclose the same, either
directly or indirectly, to any other

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<PAGE>

person, firm, or business entity, or to use it in any way.

(b) Upon his Termination Date or at the Company's earlier request, he will
promptly return to the Company any and all records, documents,
physical property, information, computer disks or other materials
relating to the business of the Company and its affiliates obtained by
him during his course of employment with the Company.

(c) The Executive shall keep the Company informed of, and shall execute
such assignments as may be necessary to transfer to the Company or its
affiliates the benefits of, any inventions, discoveries, improvements,
trade secrets, developments, processes, and procedures made by the
Executive, in whole or in part, or conceived by the Executive either
alone or with others, which result from any work which the Executive
may do for or at the request of the Company, whether or not conceived
by the Executive while on holiday, on vacation, or off the premises of
the Company, including such of the foregoing items conceived during
the course of employment which are developed or perfected after the
Executive's termination of employment. The Executive shall assist the
Company or other nominated by it, to obtain patents, trademarks and
service marks and the Executive agrees to execute all documents and to
take all other actions which are necessary or appropriate to secure to
the Company and its affiliates the benefits thereof. Such patents,
trademarks and service marks shall become the property of the Company
and its affiliates. The Executive shall deliver to the Company all
sketches, drawings, models, figures, plans, outlines, descriptions or
other information with respect thereto.

(d) To the extent that any court or agency seeks to have the Executive
disclose confidential information, he shall promptly inform the
Company, and he shall take such reasonable steps to prevent disclosure
of Confidential Information until the Company has been informed of
such requested disclosure, and the Company has an opportunity to
respond to such court or agency. To the extent that the Executive
obtains information on behalf of the Company or any of the
subsidiaries that may be subject to attorney-client privilege as to
the Company's attorneys, the Executive shall take reasonable steps to
maintain the confidentiality of such information and to preserve such
privilege.

-6-

<PAGE>

(e) Nothing in the foregoing provisions of this Section 6 shall be
construed so as to prevent the Executive from using, in connection
with his employment for himself or an employer other than the Company
or any of its affiliates, knowledge which was acquired by him during
the course of his employment with the Company and its affiliates, and
which is generally known to persons of his experience in other
companies in the same industry.

7. EQUITABLE REMEDIES. The Executive acknowledges that the Company would
be irreparably injured by a violation of Section 6 and agrees that the Company,
in addition to other remedies available to it for such breach or threatened
breach, shall be entitled to a preliminary injunction, temporary restraining
order, other equivalent relief, restraining the Executive from any actual or
threatened breach of Section 6 without any bond or other security being
required.

8. DEFENSE OF CLAIMS. The Executive agrees that, on and after the
Effective Date, he will cooperate with the Company and its affiliates in the
defense of any claims that may be made against the Company or its affiliates to
the extent that such claims may relate to services performed by him for the
Company. To the extent travel is required to comply with the requirements of
this Section 9, the Company, shall to the extent possible, provide the Executive
with notice at least 10 days prior to the date on which such travel would be
required and the Company agrees to reimburse the Executive for all of his
reasonable actual expenses associated with such travel; provided, however, that
if the Company reasonably expects the travel to be extensive or unduly
burdensome to the Executive from a financial perspective, the Executive may
provide to the Executive pre-paid tickets for transportation in connection with
such travel.

9. NOTICES. Notices provided for in this Agreement shall be in writing
and shall be deemed to have been duly received when delivered in person or sent
by facsimile transmission, on the first business day after it is sent by air
express courier service or on the second business day following deposit in the
United States registered or certified mail, return receipt requested, postage
prepaid and addressed, in the case of the Company to the following address:

Ameritrade Holding Corporation
4211 South 102nd Street
P.O. Box 3288
Omaha, Nebraska 68103-0288

Attention: Susan M. Hohman
Vice President, Human Resources

-7-

<PAGE>

or to the Executive:

J. Joe Ricketts
9102 Hickory Street
Omaha, Nebraska 68124

or such other address as either party may have furnished to the other in writing
in accordance herewith, except that a notice of change of address shall be
effective only upon actual receipt.

10. WITHHOLDING. All compensation payable under this Agreement shall be
subject to customary withholding taxes and other employment taxes as required
with respect to compensation paid by a corporation to an employee and the amount
of compensation payable hereunder shall be reduced appropriately to reflect the
amount of any required withholding. The Company shall have no obligation to
make any payments to the Executive or to make the Executive whole for the amount
of any required taxes.

11. ARBITRATION OF ALL DISPUTES. Any controversy or claim arising out of
or relating to this Agreement (or the breach thereof) shall be settled by final,
binding and non-appealable arbitration in Omaha, Nebraska by three arbitrators.
Except as otherwise expressly provided in this paragraph 18, the arbitration
shall be conducted in accordance with the rules of the American Arbitration
Association (the "Association") then in effect. One of the arbitrators shall be
appointed by the Company, one shall be appointed by the Executive, and the third
shall be appointed by the first two arbitrators. If the first two arbitrators
cannot agree on the third arbitrator within 30 days of the appointment of the
second arbitrator, then the third arbitrator shall be appointed by the
Association. Each party shall pay its own expenses relating to resolution of
any dispute relating to this Agreement.

12. SUCCESSORS. This Agreement shall be binding on, and inure to the
benefit of, the Company and its successors and assigns and any person acquiring,
whether by merger, reorganization, consolidation, by purchase of assets or
otherwise, all or substantially all of the assets of the Company.

13. NONALIENATION. The interests of the Executive under this Agreement
are not subject to the claims of his creditors, other than the Company, and may
not otherwise be voluntarily or involuntarily assigned, alienated or encumbered.

14. WAIVER OF BREACH. The waiver by either the Company or the Executive
of a breach of any provision of this Agreement shall not operate as or be deemed
a waiver of any subsequent breach by either the Company or the Executive.
Continuation of payments hereunder by the Company following a breach by the

-8-

<PAGE>

Executive of any provision of this Agreement shall not preclude the Company from
thereafter terminating said payments based upon the same violation.

15. SEVERABILITY. It is mutually agreed and understood by the parties
that should any of the agreements and covenants contained herein be determined
by any court of competent jurisdiction to be invalid by virtue of being vague or
unreasonable, including but not limited to the provisions of Section 6, then the
parties hereto consent that this Agreement shall be amended retroactive to the
date of its execution to include the terms and conditions said court deems to be
reasonable and in conformity with the original intent of the parties and the
parties hereto consent that under such circumstances, said court shall have the
power and authority to determine what is reasonable and in conformity with the
original intent of the parties to the extent that said covenants and/or
agreements are enforceable.

16. APPLICABLE LAW. This Agreement shall be construed in accordance with
the laws of the State of Delaware.

17. AMENDMENT. This Agreement may be amended or cancelled by mutual
Agreement of the parties in writing without the consent of any other person.

18. SURVIVAL OF AGREEMENT. Except as otherwise expressly provided in this
Agreement, the rights and obligations of the parties to this Agreement shall
survive the termination of the Executive's employment with the Company.

19. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a copy hereof containing multiple signature
pages, each signed by one party hereto, but together signed by both of the
parties hereto.

20. OTHER AGREEMENTS. This Agreement constitutes the sole and complete
Agreement between the Company and the Executive and supersedes all other
agreements, both oral and written, between the Company and the Executive with
respect to the matters contained herein including, without limitation any
severance agreements or arrangements between the parties. No verbal or other
statements, inducements, or representations have been made to or relied upon by
the Executive. The parties have read and understand this Agreement.

-9-

<PAGE>

Dated as of the date set forth above.

AMERITRADE HOLDING CORPORATION

By: /s/ Joseph A. Konen
-------------------------
Its: President and
Chief Operating Officer

/s/ J. Joe Ricketts
------------------------------
J. JOE RICKETTS

-10-

<PAGE>

EMPLOYMENT AGREEMENT

This Agreement made and entered into as of the 3rd day of December, 1996
(the "Effective Date") by and between Ameritrade Holding Corporation (the
"Company"), and Joseph A. Konen (the "Executive"),

WITNESSETH THAT:

WHEREAS, the parties desire to enter into this Agreement pertaining to the
continued employment of the Executive by the Company;

NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth below, it is hereby covenanted and agreed by the Company and the Executive
as follows:

1. EMPLOYMENT PERIOD. Subject to the terms of this Agreement, the Company
hereby agrees to employ the Executive as its President and Chief Operating
Officer during the Employment Period (as defined below), and the Executive
hereby agrees to remain in the employ of the Company during the Employment
Period and to provide services during the Employment Period in accordance with
this Agreement. The "Employment Period" shall be the period beginning on the
Effective Date and ending on the first anniversary thereof. After the first
anniversary of the Effective Date, the Employment Period shall be automatically
extended for three additional consecutive 12-month periods, unless one party to
this Agreement provides written notice of non-renewal to the other at least 180
days before the last day of the then current Employment Period.

2. DUTIES. The Executive agrees that, during the Employment Period while
he is employed by the Company, he will devote his full time, energies and
talents to serving as the President and Chief Operation Officer of the Company,
subject to the direction of the Chairman and Chief Executive Officer of the
Company (the "CEO"). The Executive shall have such duties and responsibilities
as may be assigned to him from time to time by the CEO, including, but not
limited to, directing the activities of the subsidiaries of the Company relating
to their organizational, service, and administrative functions, managing and
mentoring the general managers and presidents of the subsidiaries and the vice
president of human resources of the Company and assisting the CEO in creating
and directing short and long term growth and profitability of the Company. The
Executive shall perform all duties assigned to him faithfully and

<PAGE>

efficiently, subject to the direction of the CEO and shall have such authorities
and powers as are inherent to the undertakings applicable to his position and
necessary to carry out the responsibilities and duties required of him
hereunder; provided, however, that the Executive shall not be required to
perform any duties while he is disabled (within the meaning of paragraph 4(c)).
Notwithstanding the foregoing provisions of this Section 2, during the
Employment Period, the Executive may devote reasonable time to activities other
than those required under this Agreement, including the supervision of his
personal investments, and activities involving professional, charitable,
educational, religious and similar types of organizations, speaking engagements,
membership on the boards of directors of other organizations, and similar type
activities, to the extent that such other activities do not, in the judgement of
the CEO, inhibit or prohibit the performance of the Executive's duties under
this Agreement, or compete or conflict with the business of the Company or any
of its subsidiaries.

(a) The Executive shall receive, for each 12-consecutive month period
beginning on the Effective Date and each anniversary thereof, an
annual salary of $300,000 (the "Salary"), which Salary shall be
payable in substantially equal monthly or more frequent installments.
The Executive's Salary rate shall be reviewed annually on or about
January 1 of each year; provided, however, that in no event shall the
Salary of the Executive be reduced to an amount that is less than the
amount specified in this paragraph (a) (as the same may be increased
from time to time) except to the extent that reductions of the same
percentage are being made at the same time to the salaries of all
other senior executive officers of the Company.

(b) The Executive shall be entitled to receive bonuses from the Company as
determined in the sole discretion of the Board of Directors of the
Company.

-2-
<PAGE>

4. RIGHTS AND PAYMENTS UPON TERMINATION. The Executive's employment with
the Company may be terminated during the Employment Period by the Company or the
Executive at any time, for any reason, without breach of this Agreement. The
Executive's right to benefits and payments, if any, for periods after the date
on which his employment with the Company terminates for any reason (his
"Termination Date") shall be determined in accordance with the following
provisions of this Section 4:

(i) his earned but unpaid Salary for the period ending on his
Termination Date; and

(ii) his accrued but unpaid vacation pay for the period ending
with his Termination Date, as determined in accordance with
the Company's policy as in effect from time to time.

-3-
<PAGE>

the Executive to substantially perform his duties under this
Agreement, (2) the willful engaging by the Executive in conduct which
is demonstrably and materially injurious to the Company or its
affiliates, monetarily or otherwise, (3) conduct by the Executive that
involves theft, fraud or dishonesty, or (4) the Executive's violation
of the provisions of Section 6 hereof.

-4-
<PAGE>

sentence, all provisions of this Agreement, other than the provisions
of Section 2 which require the Executive to actively perform services
for the Company, shall continue to remain in full force and effect.

Notwithstanding any other provision of this Agreement, the Executive shall
automatically cease to be an officer and/or director of the Company and its
affiliates as of his Termination Date.

5. SET-OFF. The Company shall be entitled to set off against the amounts
payable to the Executive under this Agreement, any amounts owed to the Company
or its affiliates by the Executive.

6. CONFIDENTIAL INFORMATION. The Executive agrees that:

-5-
<PAGE>

employment with the Company and not to disclose the same, either
directly or indirectly, to any other person, firm, or business entity,
or to use it in any way.

-6-
<PAGE>

9. NOTICES. Notices provided for in this Agreement shall be in writing and
shall be deemed to have been duly received when delivered in person or sent by
facsimile transmission, on the first business day after it is sent by air
express courier service or on the second business day following deposit in the
United States registered or certified mail, return receipt requested, postage
prepaid and addressed, in the case of the Company to the following address:

Ameritrade Holding Corporation
4211 South 102nd Street
P.O. Box 3288
Omaha, Nebraska 68103-0288

Attention: Susan M. Hohman
Vice President, Human Resources

-7-
<PAGE>

or to the Executive:

Joseph A. Konen
9794 Westchester Drive
Omaha, Nebraska 68114

or such other address as either party may have furnished to the other in writing
in accordance herewith, except that a notice of change of address shall be
effective only upon actual receipt.

11. ARBITRATION OF ALL DISPUTES. ANY CONTROVERSY OR CLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT (OR THE BREACH THEREOF) SHALL BE SETTLED BY FINAL,
BINDING AND NON-APPEALABLE ARBITRATION IN OMAHA, NEBRASKA BY THREE ARBITRATORS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS PARAGRAPH 18, THE ARBITRATION
SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION (THE "ASSOCIATION") THEN IN EFFECT. ONE OF THE ARBITRATORS SHALL BE
APPOINTED BY THE COMPANY, ONE SHALL BE APPOINTED BY THE EXECUTIVE, AND THE THIRD
SHALL BE APPOINTED BY THE FIRST TWO ARBITRATORS. IF THE FIRST TWO ARBITRATORS
CANNOT AGREE ON THE THIRD ARBITRATOR WITHIN 30 DAYS OF THE APPOINTMENT OF THE
SECOND ARBITRATOR, THEN THE THIRD ARBITRATOR SHALL BE APPOINTED BY THE
ASSOCIATION. EACH PARTY SHALL PAY ITS OWN EXPENSES RELATING TO RESOLUTION OF
ANY DISPUTE RELATING TO THIS AGREEMENT.

13. NONALIENATION. The interests of the Executive under this Agreement are
not subject to the claims of his creditors, other than the Company, and may not
otherwise be voluntarily or involuntarily assigned, alienated or encumbered.

14. WAIVER OF BREACH. The waiver by either the Company or the Executive of
a breach of any provision of this Agreement shall not operate as or be deemed a
waiver of any subsequent breach by either the Company or the Executive.
Continuation of payments hereunder by the Company following a breach by the

-8-
<PAGE>

Executive of any provision of this Agreement shall not preclude the Company from
thereafter terminating said payments based upon the same violation.

15. SEVERABILITY. It is mutually agreed and understood by the parties that
should any of the agreements and covenants contained herein be determined by any
court of competent jurisdiction to be invalid by virtue of being vague or
unreasonable, including but not limited to the provisions of Section 6, then the
parties hereto consent that this Agreement shall be amended retroactive to the
date of its execution to include the terms and conditions said court deems to be
reasonable and in conformity with the original intent of the parties and the
parties hereto consent that under such circumstances, said court shall have the
power and authority to determine what is reasonable and in conformity with the
original intent of the parties to the extent that said covenants and/or
agreements are enforceable.

16. APPLICABLE LAW. This Agreement shall be construed in accordance with
the laws of the State of Delaware.

17. AMENDMENT. This Agreement may be amended or cancelled by mutual
Agreement of the parties in writing without the consent of any other person.

-9-
<PAGE>

Dated as of the date set forth above.

AMERITRADE HOLDING CORPORATION

By: /s/ J. Joe Ricketts
----------------------------------
Its: Chairman and
Chief Executive Officer

/s/ Joseph A. Konen
---------------------------------------
JOSEPH A. KONEN

-10-

<PAGE>

EMPLOYMENT AGREEMENT

This Agreement made and entered into as of the 3rd day of December, 1996
(the "Effective Date") by and between Ameritrade Holding Corporation (the
"Company"), and Robert T. Slezak (the "Executive"),

WITNESSETH THAT:

WHEREAS, the parties desire to enter into this Agreement pertaining to the
continued employment of the Executive by the Company;

NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth below, it is hereby covenanted and agreed by the Company and the Executive
as follows:

1. EMPLOYMENT PERIOD. Subject to the terms of this Agreement, the
Company hereby agrees to employ the Executive as its Vice President, Treasurer
and Chief Financial Officer during the Employment Period (as defined below), and
the Executive hereby agrees to remain in the employ of the Company during the
Employment Period and to provide services during the Employment Period in
accordance with this Agreement. The "Employment Period" shall be the period
beginning on the Effective Date and ending on the first anniversary thereof.
After the first anniversary of the Effective Date, the Employment Period shall
be automatically extended for three additional consecutive 12-month periods,
unless one party to this Agreement provides written notice of non-renewal to the
other at least 180 days before the last day of the then current Employment
Period.

2. DUTIES. The Executive agrees that, during the Employment Period while
he is employed by the Company, he will devote his full time, energies and
talents to serving as the Vice President, Treasurer and Chief Financial Officer
of the Company, subject to the direction of the Chairman and Chief Executive
Officer of the Company (the "CEO"). The Executive shall have such duties and
responsibilities as may be assigned to him from time to time by the CEO,
including, but not limited to, providing decision-making support to the
subsidiaries of the Company, the CEO and the officers of the operating
subsidiaries and providing ongoing financial analysis and projections at the
corporate level. The Executive shall perform all duties assigned to him
faithfully and efficiently, subject to the direction of the CEO and shall have
such authorities and powers as are inherent to the undertakings applicable to
his position and necessary to carry

<PAGE>

out the responsibilities and duties required of him hereunder; provided,
however, that the Executive shall not be required to perform any duties while he
is disabled (within the meaning of paragraph 4(c)). Notwithstanding the
foregoing provisions of this Section 2, during the Employment Period, the
Executive may devote reasonable time to activities other than those required
under this Agreement, including the supervision of his personal investments, and
activities involving professional, charitable, educational, religious and
similar types of organizations, speaking engagements, membership on the boards
of directors of other organizations, and similar type activities, to the extent
that such other activities do not, in the judgement of the CEO, inhibit or
prohibit the performance of the Executive's duties under this Agreement, or
compete or conflict with the business of the Company or any of its subsidiaries.

(a) The Executive shall receive, for each 12-consecutive month period
beginning on the Effective Date and each anniversary thereof, an
annual salary of $250,000 (the "Salary"), which Salary shall be
payable in substantially equal monthly or more frequent installments.
The Executive's Salary rate shall be reviewed annually on or about
January 1 of each year; provided, however, that in no event shall the
Salary of the Executive be reduced to an amount that is less than the
amount specified in this paragraph (a) (as the same may be increased
from time to time) except to the extent that reductions of the same
percentage are being made at the same time to the salaries of all
other senior executive officers of the Company.

(b) The Executive shall be entitled to receive bonuses from the Company as
determined in the sole discretion of the Board of Directors of the
Company.

4. RIGHTS AND PAYMENTS UPON TERMINATION. The Executive's employment with
the Company may be terminated during the Employment Period by the Company or the
Executive at any time,

-2-

<PAGE>

for any reason, without breach of this Agreement. The Executive's right to
benefits and payments, if any, for periods after the date on which his
employment with the Company terminates for any reason (his "Termination Date")
shall be determined in accordance with the following provisions of this Section
4:

(i) his earned but unpaid Salary for the period ending on his
Termination Date; and

(ii) his accrued but unpaid vacation pay for the period ending
with his Termination Date, as determined in accordance with
the Company's policy as in effect from time to time.

-3-

<PAGE>

materially injurious to the Company or its affiliates, monetarily or
otherwise, (3) conduct by the Executive that involves theft, fraud or
dishonesty, or (4) the Executive's violation of the provisions of
Section 6 hereof.

-4-

<PAGE>

to actively perform services for the Company, shall continue to remain
in full force and effect.

Notwithstanding any other provision of this Agreement, the Executive shall
automatically cease to be an officer and/or director of the Company and its
affiliates as of his Termination Date.

5. SET-OFF. The Company shall be entitled to set off against the amounts
payable to the Executive under this Agreement, any amounts owed to the Company
or its affiliates by the Executive.

6. CONFIDENTIAL INFORMATION. The Executive agrees that:

-5-

<PAGE>

person, firm, or business entity, or to use it in any way.

-6-

<PAGE>

Ameritrade Holding Corporation
4211 South 102nd Street
P.O. Box 3288
Omaha, Nebraska 68103-0288

Attention: Susan M. Hohman
Vice President, Human Resources

-7-

<PAGE>

or to the Executive:

Robert T. Slezak
6032 Country Club Oaks
Omaha, Nebraska 68152

or such other address as either party may have furnished to the other in writing
in accordance herewith, except that a notice of change of address shall be
effective only upon actual receipt.

13. NONALIENATION. The interests of the Executive under this Agreement are
not subject to the claims of his creditors, other than the Company, and may not
otherwise be voluntarily or involuntarily assigned, alienated or encumbered.

14. WAIVER OF BREACH. The waiver by either the Company or the Executive of
a breach of any provision of this Agreement shall not operate as or be deemed a
waiver of any subsequent breach by either the Company or the Executive.
Continuation of payments hereunder by the Company following a breach by the

-8-

<PAGE>

Executive of any provision of this Agreement shall not preclude the Company from
thereafter terminating said payments based upon the same violation.

15. SEVERABILITY. It is mutually agreed and understood by the parties that
should any of the agreements and covenants contained herein be determined by any
court of competent jurisdiction to be invalid by virtue of being vague or
unreasonable, including but not limited to the provisions of Section 6, then the
parties hereto consent that this Agreement shall be amended retroactive to the
date of its execution to include the terms and conditions said court deems to be
reasonable and in conformity with the original intent of the parties and the
parties hereto consent that under such circumstances, said court shall have the
power and authority to determine what is reasonable and in conformity with the
original intent of the parties to the extent that said covenants and/or
agreements are enforceable.

16. APPLICABLE LAW. This Agreement shall be construed in accordance with
the laws of the State of Delaware.

17. AMENDMENT. This Agreement may be amended or cancelled by mutual
Agreement of the parties in writing without the consent of any other person.

-9-

<PAGE>

Dated as of the date set forth above.

AMERITRADE HOLDING CORPORATION

By: /s/ J. Joe Ricketts
---------------------------
Its: Chairman and
Chief Executive Officer

/s/ Robert T. Slezak
--------------------------------
ROBERT T. SLEZAK

-10-

<PAGE>

THE TRANSTERRA CO.

EXECUTIVE BONUS PLAN

ARTICLE I

PURPOSE

The purpose of The Transterra Co. Executive Bonus Plan (the "Plan") is to
enable Transterra Co., a Nebraska corporation (the "Company"), to attract and
retain executive employees of exceptional ability for the Company or its
subsidiaries by providing such employees with a means of enhancing their
compensation and retirement benefits based upon the performance of the Company.

ARTICLE II

DEFINITIONS

For purposes of the Plan, the following words and phrases shall have the
meanings indicated, unless the context clearly indicates otherwise:

2.1 ACTIVE PARTICIPANT. "Active Participant" means a Participant who is
designated by the Board to receive Credits for a particular Plan Year, whether
or not such Participant enters into an Election Agreement for such Plan Year.

2.2 AGE-55 CREDIT. "Age-55 Credit" means each Credit which a particular
Participant does not elect in his or her Election Agreement to be treated as a
Cash Bonus Credit or a 5-Year Credit.

2.3 BEGINNING BOOK VALUE. "Beginning Book Value" means the Book Value as
of the end of the Plan Year immediately preceding the Grant Date for any
particular Plan Year.

2.4 BENEFICIARY. "Beneficiary" means the person or persons designated by
a Participant pursuant to Article VIII, or as otherwise provided in Article
VIII, to receive any benefits payable under the Plan in the event of such
Participant's death.

2.5 BOARD. "Board" means the Board of Directors of the Company.

2.6 BOOK VALUE. "Book Value" as of a particular date means the common
stockholders' equity of the Company as shown on the consolidated balance sheet
of the Company and its direct and indirect subsidiaries as of such date
(determined in accordance

<PAGE>

with generally accepted accounting principles), plus the total amount of any
dividends whose declaration or payment by the Company during the twelve-month
period preceding such date has reduced such common stockholders' equity from
what it would have been had such dividends not been declared or paid during
such twelve-month period, divided by the total number of outstanding shares of
common stock (exclusive of treasury shares) of the Company as of such date. If
such balance sheet date is as of the last day of the Company's fiscal year,
then the balance sheet shall be the audited consolidated balance sheet for such
fiscal year.

2.7 CASH BONUS CREDIT. "Cash Bonus Credit" means each Credit which a
particular Active Participant elects in his or her Election Agreement to receive
at the end of a particular Plan Year.

2.8 COMMITTEE. "Committee" means the Plan Committee appointed by the
Board to administer the Plan.

2.9 CREDIT. "Credit" means the unit of measurement for purposes of the
Plan, expressed as a whole number. For purposes of determining the applicable
Book Value attributable to a Credit, one Credit is the equivalent of one share
of common stock of the Company.

2.10 DISABILITY. "Disability" means such physical or mental illness or
incapacity which has prevented a Participant from performing on a regular basis
the material duties of such Participant's employment with the Company or one of
its subsidiaries for a continuous period of more than ninety (90) days.

2.11 ELECTION AGREEMENT. "Election Agreement" means the agreement filed by
an Active Participant with the Committee pursuant to Article IV with respect to
the payment for a Participant's Credits.

2.12 5-YEAR CREDIT. "5-Year Credit" means each Credit which a particular
Active Participant elects in his or her Election Agreement to receive
immediately upon the completion of the 5-year vesting period for such Credit.

2.13 GRANT DATE. "Grant Date" means for any particular Plan Year the first
day of such Plan Year.

2.14 PARTICIPANT. "Participant" means any individual who at any time has
been designated by the Board to participate in the Plan as an Active
Participant, whether or not such individual enters into an Election Agreement
and whether or not such individual is an Active Participant for any particular
Plan Year.

2.15 PLAN YEAR. "Plan Year" means the Company's fiscal year.

<PAGE>

ARTICLE III

ADMINISTRATION OF PLAN

3.1 BONUS PLAN COMMITTEE; DUTIES. The Plan shall be administered by the
Committee. Members of the Committee may be Participants under the Plan. The
Committee shall have the authority to make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of the Plan and decide
or resolve any and all questions, including interpretation of the Plan, which
may arise in connection with the Plan.

3.2 BINDING EFFECT OF DECISIONS. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration or interpretation of the Plan and the rules and regulations
promulgated under the Plan shall be final, conclusive, and binding upon all
persons having any interest in the Plan, unless a written appeal from the
affected Participant or Beneficiary is received by the Board within thirty (30)
days after the disputed decision or action of the Committee. Upon timely
receipt of such appeal, the Board will review the disputed decision or action of
the Committee; and the decision of the Board with respect to such appeal shall
be final, conclusive, and binding on the person lodging such appeal and all
persons claiming by, through, or under such person.

ARTICLE IV

PARTICIPATION AND PARTICIPANT ELECTIONS

4.1 PARTICIPATION. Not later than October 31 of each Plan Year (except
that for the first Plan Year such date shall be December 31) the Board shall
designate in writing (i) each executive employee of the Company or any of its
subsidiaries who shall be an Active Participant for such Plan Year and (ii)
the performance guidelines to be used to determine the number of Credits
which may be granted to such Active Participant for such Plan Year. Promptly
after making such designation, the Board shall furnish a written notice of
such designation to each executive employee so designated and in such notice
shall set forth for such executive employee the Grant Date, the performance
guidelines to be used to determine the number of Credits which may be granted
to such Participant for the particular Plan Year, and the Beginning Book
Value attributable to such Credits.

4.2 PARTICIPANT ELECTIONS. On or before November 15 of each Plan Year
(except that for the first Plan Year such date shall be January 15), an Active
Participant shall designate in an Election Agreement whether the Credits which
may be granted under Section 4.1 for a particular Plan Year shall be treated as
Cash Bonus Credits, 5-Year Credits, or Age-55 Credits; provided, that the

<PAGE>

number of Credits designated by an Active Participant to be treated as Cash
Bonus Credits shall not exceed 50% of such Active Participant's actual Credits
for such Plan Year. In the event an Active Participant does not timely enter
into an Election Agreement with the Company for any Plan Year, then such Active
Participant shall be deemed to have elected to treat all of such Active
Participant's Credits (if any) for such Plan Year as Age-55 Credits. Except as
otherwise provided in the Plan, an Active Participant's election pursuant to an
Election Agreement shall be irrevocable upon the delivery of such Election
Agreement to the Committee.

ARTICLE V

PARTICIPANT ACCOUNTS

5.1 ESTABLISHMENT OF ACCOUNT. The Company shall establish in its records
a separate Account for each Participant. Within each Account the Company shall
establish the following sub-accounts for each Participant: a Cash Bonus Credit
Account, a 5-Year Credit Account, and an Age-55 Credit Account. A Participant's
Account shall be used solely as a bookkeeping device for purposes of the Plan
and shall not constitute or be treated as a trust fund or reserve of any kind or
require the segregation of any assets of the Company.

5.2 CREDITING OF ACCOUNTS. On or before December 31 of each calendar year
but effective as of the last day of the preceding Plan Year, the Company will
credit to the Account of each Active Participant the Credits actually earned by
such Active Participant for the preceding Plan Year pursuant to the guidelines
referred to in Section 4.1; and such Credits shall be allocated among such
Active Participant's Cash Bonus Credit Account, 5-Year Credit Account, and
Age-55 Credit Account based upon the election made by such Active Participant
pursuant to Section 4.2 or as otherwise provided in Section 4.2. For
bookkeeping purposes the Grant Date, number of Credits, and the Beginning Book
Value attributable to such Credits also shall be recorded in each Account.

5.3 STATEMENT OF ACCOUNT. The Company shall submit to each Participant,
within 120 days after the end of each calendar year, a statement in such form as
the Company deems appropriate setting forth a summary of such Participant's
Account as of December 31 of such calendar year (after all credits to such
account made on such December 31).

<PAGE>

ARTICLE VI

VESTING

6.1 VESTING OF CASH BONUS CREDITS. A Participant's Cash Bonus Credits
for a particular Plan Year shall vest in such Participant and become
nonforfeitable by such Participant on the earlier of (i) the last day of such
Plan Year, or (ii) the acceleration of such vesting by action of the Board.
Notwithstanding the preceding sentence, a Participant's Cash Bonus Credits
for a particular Plan Year shall not vest in such Participant pursuant to
clause (i) in the event such Participant's employment with the Company or one
of its subsidiaries has been terminated prior to the last day of such Plan
Year for reasons other than such Participant's Disability or death.

6.2 VESTING OF 5-YEAR CREDITS. A Participant's 5-Year Credits for a
particular Plan Year shall vest in such Participant and become nonforfeitable by
such Participant on the earlier of (i) the last day of the fifth Plan Year
ending after such 5-Year Credits originally were credited to such Participant's
Account, (ii) the death of such Participant, (iii) the termination of such
Participant's employment by the Company or one of its subsidiaries solely by
reason of such Participant's Disability, or (iv) the acceleration of such
vesting by action of the Board. For example, a Participant's 5-Year Credits for
the Plan Year beginning in 1991 will vest in such Participant under clause (i)
of the preceding sentence on the last day of the Plan Year ending in 1997;
however, such 5-Year Credits could vest in such Participant earlier than the
last day of the Plan Year ending in 1997 if clause (ii), (iii), or (iv) of the
preceding sentence actually is applicable.

6.3 VESTING OF AGE-55 CREDITS. A Participant's Age-55 Credits for a
particular Plan Year shall vest in such Participant and become nonforfeitable
by such Participant on the earlier of (i) the last day of the fifth Plan Year
ending after such Age-55 Credits originally were credited to such
Participant's Account, (ii) the death of such Participant, (iii) such
Participant's reaching the age of fifty-five (55) years, (iv) the termination
of such Participant's employment by the Company or one of its subsidiaries
solely by reason of such Participant's Disability, or (v) the acceleration of
such vesting by action of the Board. For example, a Participant's Age-55
Credits for the Plan Year beginning in 1991 will vest in such Participant
under clause (i) of the preceding sentence on the last day of the Plan Year
ending in 1997; however, such Age-55 Credits could vest in such Participant
earlier than the last day of the Plan Year ending in 1997 if clause (ii),
(iii), (iv), or (v) of the preceding sentence actually is applicable.

<PAGE>

6.4 FORFEITURE OF NON-VESTED CREDITS. If a Participant's Credits for a
particular Plan Year have not become fully vested and nonforfeitable pursuant
to Sections 6.1, 6.2, or 6.3 at the time or as a result of the termination of
such Participant's employment with the Company or one of its subsidiaries,
then upon the termination of such Participant's employment by the Company or
one of its subsidiaries the non-vested Credits shall be removed from such
Participant's Account, and such Participant shall have no further rights with
respect to the Credits so removed.

ARTICLE VII

PAYMENT OF BENEFITS

7.1 CASH BONUS CREDITS. The Company shall pay to a Participant the entire
value of his or her vested Cash Bonus Credits in one lump sum on or before the
first January 31 occurring after the end of the Plan Year in which such Cash
Bonus Credits vest in such Participant. The value of such Participant's Cash
Bonus Credits shall be that amount determined by multiplying the number of such
vested Cash Bonus Credits by the difference determined by subtracting (i) the
applicable Beginning Book Value for such Cash Bonus Credits from (ii) the Book
Value for such Cash Bonus Credits as of the last day of the Plan Year in which
such Cash Bonus Credits vested in such Participant. In the event the foregoing
computation results in a negative number, then the value of such vested Cash
Bonus Credits shall be zero. (For example, consider a Participant whose 100
vested Cash Bonus Credits had a Beginning Book Value of $10 and a Book Value of
$12 as of the last day of the Plan Year in which such Cash Bonus Credits vested
in such Participant. The value of this Participant's Cash Bonus Credits would
be $200 (100 X($12-$10)).

7.2 5-YEAR CREDITS. The Company shall pay to a Participant the entire
value of his or her vested 5-Year Credits in one lump sum on or before the first
January 31 occurring after the end of the Plan Year in which such 5-Year Credits
vest in such Participant. The value of such Participant's 5-Year Bonus
Credits shall be that amount determined by multiplying the number of such
vested 5-Year Credits by the difference determined by subtracting (i) the
applicable Beginning Book Value for such 5-Year Credits from (ii) the Book Value
for such 5-Year Credits as of the last day of the Plan Year in which such 5-Year
Credits vested in such Participant. In the event the foregoing computation
results in a negative number, then the value of such vested 5-Year Credits shall
be zero.

7.3 TERMINATION OF EMPLOYMENT. If a Participant's employment with the
Company or one of its subsidiaries terminates prior to such Participant's
reaching the age of fifty-five (55) years for any reason other than such
Participant's Disability or death, then

<PAGE>

such terminated Participant shall be entitled to receive the entire value of his
or her vested Cash Bonus Credits, 5-Year Credits, and Age-55 Credits as of the
date of such termination; and such terminated Participant's non-vested Cash
Bonus Credits, 5-Year Credits, and Age-55 Credits shall be forfeited pursuant to
Section 6.4. The value of such terminated Participant's vested Cash Bonus
Credits and 5-Year Credits shall be payable as provided in Section 7.1 or 7.2,
whichever is applicable. The value of such terminated Participant's vested
Age-55 Credits shall be payable in one lump sum on or before the first January
31 after the first to occur of such Participant's reaching the age of
fifty-five (55) years or such Participant's death; and such value shall be
determined by multiplying the number of such vested Age-55 Credits by the
difference determined by subtracting (i) the applicable Beginning Book Value for
such Age-55 Credits from (ii) the Book Value for such Age-55 Credits as of the
last day of the Plan Year immediately preceding the Plan Year in which such
Participant's employment by the Company terminated. In the event the foregoing
computation results in a negative number, then the value of such vested Age-55
Credits shall be zero.

7.4 AGE-55 CREDITS. When a Participant reaches the age of fifty-five (55)
years, such Participant shall be entitled to receive the entire value of his or
her Cash Bonus Credits and Age-55 Credits (whether or not such Credits have
vested in such Participant) as of the December 31 immediately following the
Participant's 55th birthday, and (with respect to Credits subsequently earned)
on each December 31 thereafter (after all credits to such Participant's Account
which are to be made pursuant to the Plan on such December 31); and such value
shall be paid to the Participant in one lump sum on or before the first January
31 occurring after such December 31. The value of such Cash Bonus Credits and
Age-55 Credits shall be that amount determined by multiplying the number of such
Credits by the difference determined by subtracting (i) the applicable Beginning
Book Value for such Credits from (ii) the Book Value for such Credits as of the
last day of the Plan Year ending prior to the Plan Year in which the Participant
reached age 55 or the last day of each Plan Year ending after the Participant
reached age 55, whichever is applicable. In the event the foregoing computation
results in a negative number, then the value of such vested Credits shall be
zero.

7.5 DEATH. Upon the death of a Participant, such Participant's
Beneficiary or Beneficiaries shall be entitled to receive the entire value of
such deceased Participant's Cash Bonus Credits, 5-Year Credits, and Age-55
Credits (whether or not such Credits have vested in such Participant) as of the
December 31 immediately following the date of such Participant's death
(including any Credits credited to such Participant's Account on December 31 of
the calendar year in which such death occurs); and such benefits shall be paid
to the Participant's Beneficiary or Beneficiaries, as the case may be, in one
lump sum on or before the

<PAGE>

first January 31 occurring after such December 31. The value of such Cash Bonus
Credits, 5-Year Credits, and Age-55 Credits shall be that amount determined by
multiplying the number of such Credits by the difference determined by
subtracting (i) the applicable Beginning Book Value for such Credits from (ii)
the Book Value for such Credits as of the last day of the Plan Year ending prior
to the Plan Year in which such death occurs. In the event the foregoing
computation results in a negative number, then the value of such vested Credits
shall be zero.

7.6 DISABILITY. If a Participant's employment with the Company terminates
solely because of such Participant's Disability, such Participant shall be
entitled to receive the entire value of his or her Cash Bonus Credits, 5-Year
Credits, and Age 55 Credits (whether or not such Credits have vested in such
Participant) as of the December 31 immediately following the Disability of such
Participant (after all Credits to such Participant's Account which are to be
made pursuant to the Plan on such December 31); and such value shall be paid to
the Participant in one lump sum on or before the first January 31 occurring
after such December 31. The value of such Cash Bonus Credits, 5-Year Credits,
and Age-55 Credits shall be that amount determined by multiplying the number of
such Credits by the difference determined by subtracting (i) the applicable
Beginning Book Value for such Credits from (ii) the Book Value for such Credits
as of the last day of the Plan Year ending prior to the Plan Year in which such
Disability termination occurs. In the event the foregoing computation results
in a negative number, then the value of such vested Credits shall be zero.

7.7 ACCELERATED DISTRIBUTIONS. The Board reserves the right in its
absolute discretion at any time to accelerate the time of vesting of any Credits
in a Participant and also to accelerate the payment to a Participant or a
Beneficiary or Beneficiaries (as the case may be) of some or all of the value of
the vested Credits in a Participant's Account. No Participant who is a member
of the Board shall participate in any decision by the Board with respect to the
acceleration of vesting of Credits or of payments from such Participant's
Account.

7.8 WITHHOLDING; PAYROLL TAXES. To the extent required by applicable laws
in effect at the time payments are made under the Plan, the Company shall
withhold from payments made under the Plan any taxes required to be withheld
from such payments by federal, state or local laws.

<PAGE>

ARTICLE VIII

BENEFICIARY DESIGNATION

8.1 BENEFICIARY DESIGNATION. Each Participant shall have the right, at
any time, to designate in writing on a form prescribed by the Committee any
person or persons as the Beneficiary or Beneficiaries (both primary and
contingent) to whom payments under the Plan shall be made in the event of the
Participant's death prior to complete distribution of the benefits due the
Participant under the Plan. Such form shall be filed with the Committee and
shall become effective when so filed.

8.2 CHANGE OF BENEFICIARY. Any Beneficiary designation may be changed by
a Participant by the filing of such change in writing on a form prescribed by
the Committee. Effective upon its filing with the Committee prior to such
Participant's death, a new Beneficiary designation will cancel all Beneficiary
designations previously filed by a Participant.

8.3 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
Beneficiary pursuant to this Article VIII, or if all designated Beneficiaries
predecease the Participant, then the Participant's designated Beneficiary shall
be deemed to be the person or persons surviving the Participant in the first of
the following classes in which there is a survivor, in equal shares by
representation:

(a) The Participant's surviving spouse;

(b) The Participant's issue; or

ARTICLE IX

AMENDMENT AND TERMINATION OF PLAN

9.1 AMENDMENT. The Board may amend the Plan at any time in whole or in
part or discontinue the Plan without terminating the Plan; however, no amendment
or discontinuance of the Plan shall decrease the amount of any Account then in
existence, without the written consent of the affected Participant.

9.2 TERMINATION. The Board may terminate the Plan at any time. Upon any
such termination, the credits required to be made to a Participant's Account
shall be made as of the effective date of the Plan termination, all Credits
shall be fully vested in the respective Participants to whom such Credits have
been given, and all Participants in the Plan thereupon shall be paid the value
of

<PAGE>

the Credits in their respective Accounts in a lump sum, such value to be
determined by multiplying the number of such Credits by the difference
determined by subtracting (i) the applicable Beginning Book Value for such
Credits from (ii) the Book Value for such Credits as of the last day of the Plan
Year ending prior to the effective date of such termination. In the event the
foregoing computation results in a negative number, then the value of such
vested Credits shall be zero.

ARTICLE X

MISCELLANEOUS

10.1 DILUTION. In the event of any recapitalization, stock dividend,
stock split, combination of shares or other change in the shares of the Company,
then the Credits subject to the Plan shall be adjusted as and to the extent
appropriate, in the absolute discretion of the Committee, to provide each
Participant with the same relative rights before and after such change.

10.2 CREDITOR STATUS. Participants and their Beneficiaries shall have no
legal or equitable rights, interests, or claims in or to any particular property
or assets of the Company or any of its subsidiaries, nor shall they be
beneficiaries of, or have any rights, claims, or interests in or to, any life
insurance policies or annuity contracts (or the proceeds therefrom) now owned or
which hereafter may be acquired by the Company or any of its subsidiaries
("Policies"). Such Policies, proceeds, or other assets of the Company or any
of its subsidiaries shall not be held under any trust for the benefit of
Participants or their Beneficiaries or held in any way as collateral security
for the satisfaction or discharge of the obligations of the Company under the
Plan; however, such Policies, proceeds, and assets may be held in a trust if
such trust provides that such Policies, proceeds, and assets remain subject to
the claims of the general creditors of the Company or any of its subsidiaries in
the event of the bankruptcy or insolvency of the Company or any of its
subsidiaries. Any and all of the assets of the Company or any of its
subsidiaries and such Policies (if any) shall be, and remain, the general and
unrestricted assets of the Company or any of its subsidiaries. The obligation
of the Company or any of its subsidiaries under the Plan is and shall be merely
an unfunded and unsecured promise of the Company or any of its subsidiaries to
pay money in the future.

10.3 NONASSIGNABILITY. Neither a Participant nor a Beneficiary nor any
other person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage, or otherwise encumber, transfer, hypothecate, or convey in
advance of actual receipt the amounts, if any, payable under the Plan, or any
part thereof, which are, and all rights to which are, expressly declared to be
nonassignable and nontransferable. No part of any amounts

<PAGE>

payable under the Plan shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony, or separate
maintenance owed by a Participant or any other person nor be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency.

10.4 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of the Plan
and of any Election Agreement entered into pursuant to the Plan shall not be
deemed to constitute a contract of employment between the Company or any of its
subsidiaries and a Participant, and a Participant (or a Participant's
Beneficiary) shall have no rights against the Company or any of its subsidiaries
under the Plan except as may be specifically provided in the Plan. Moreover,
nothing in the Plan shall be deemed to give a Participant the right (i) to be
retained in the employ or other service of the Company or any of its
subsidiaries for any specific length of time, (ii) to interfere with the right
of the Company or any of its subsidiaries to discipline or discharge the
Participant at any time, (iii) to hold any particular position or responsibility
with the Company or any of its subsidiaries, (iv) to receive any particular
compensation from the Company or any of its subsidiaries, or (v) to be an Active
Participant for any particular Plan Year.

10.5 NO EQUITY INTEREST. Nothing in the Plan shall be deemed to give a
Participant (i) any capital stock or other equity interest in the Company or any
of its subsidiaries or (ii) the right to receive any shares of capital stock or
other equity interest in the Company or any of its subsidiaries.

10.6 PARTICIPANT COOPERATION. Each Participant shall cooperate with the
Company by furnishing any and all information requested by the Company to
facilitate the payment of benefits under the Plan, by taking such physical
examinations as the Company may deem necessary, and by taking such other actions
as reasonably may be requested by the Company.

10.7 INCOMPETENT. If the Committee reasonably determines that any
Participant or Beneficiary to whom a benefit is payable under the Plan is unable
to care for his or her affairs because of illness or accident, then any payment
due such Participant or Beneficiary (unless prior claim therefor shall have been
made by a duly authorized guardian or other legal representative) may be paid,
upon appropriate indemnification of the Company, to the person deemed by the
Committee to have current responsibility for the handling of the affairs of such
Participant or Beneficiary. Any such payment shall be a payment for the account
of the Participant or Beneficiary and shall be a complete discharge of any
liability of the Company therefor.

<PAGE>

10.8 GOVERNING LAW. The provisions of the Plan shall be governed by and
construed according to the laws of the State of Nebraska.

10.9 NUMBER AND GENDER. Unless the context otherwise requires, for all
purposes of the Plan, words in the singular number include their plural, words
in the plural include their singular, and words of one gender include the other
genders.

10.10 SECTION TITLES. The titles of the various sections of the Plan are
for convenient reference only and shall not be considered in the interpretation
of the Plan.

10.11 SEVERABILITY. If any provision of the Plan is determined by any
court to be invalid, then such invalidity shall not affect any other provision
of the Plan to which effect reasonably can be given without such invalid
provision; and for such purpose the provisions of the Plan shall be severable
from one another.

10.12 SUCCESSORS. The provisions of the Plan shall be binding upon and
inure to the benefit of the Company and any of its subsidiaries, each
Participant, and each Beneficiary and their respective, heirs, personal
representatives, successors, and permitted assigns, if any.

10.13 EFFECTIVE DATE. The Plan shall become effective as of the first day
of the Company's fiscal year beginning in 1991.

IN WITNESS WHEREOF, the Company has executed the Plan this _____ day of
_____________________________ , 1991.

TRANSTERRA CO.

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

Title:
---------------------------------

<PAGE>

First National Bank of Omaha
Promissory Note
Maker: TransTerra Co.
4211 S. 102nd St.
Omaha, NE 68127
Principal Amount: $2,000,000.00
Interest Rate: Variable Reg Base
Note Date: 9/14/95
Maturity Date: 1/31/96
Obligor #: 2000000367
Note#: C#4 L#4
Maker promises to pay to the order of First National Bank of Omaha ('Bank') at
any of its offices, the principal sum hereof, which shall be: (Revolving) the
lessor of Two Million and no/100 dollars or so much thereof as may have been
advanced by Bank. The Maker may borrow, repay without penalty, and reborrow
from Note Date until Maturity Date, either the full amount of this loan or any
lesser sum.

Interest shall accrue on the outstanding principal amount from and including
the Note Date above to the Maturity Date at the rate of: The rate in effect
from time to time and designated by Bank as its Regional Base Rate ('Base
Rate').

Interest shall be computed on the basis of actual days elapsed and a year of
360 days. The unpaid principal and interest due on this Note at maturity
(whether the Note matures by demand, acceleration, lapse of time or otherwise)
shall bear interest at the lesser of 6% per annum above the interest rate
stated above, or the highest rate allowed by law.

Principal and interest shall be paid as follows: Principal due on Maturity
Date, interest due monthly beginning September 30, 1995 and on the same day of
each month thereafter.

Related Documents: Makes has signed the following documents in connection with
this Note; Security Agreement(s) dated 4/24/92 (S&PI) covering stock.

Loan Agreement dated 11/12/94 and all amendments thereof.

This note is subject to the terms and conditions printed on the reverse side,
and any applicable loan agreement.

A credit agreement must be in writing to be enforceable under Nebraska law. To
protect you and us from any misunderstandings or disappointments, any contract,
promise, undertaking, or offer to forebear repayment of money or to make any
other financial accommodation in connection with the loan of money or grant or
extension of credit, or any amendment of, cancellation of, waiver of, or
substitution for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension
of credit, must be in writing to be effective.

Witnessed by: Robert T. Slezak
TransTerra Co.
by: John Joe Ricketts
Title: Chairman

Officer Initials
Officer #: 214-JPB
Cost Center: 101010
New/Renewal: Repl. +
Prepared by: smm
Memo: increase from $500,000
Calc type: Int only #5
Loan Calc id: 2000000367/C#4

<PAGE>
------------------------------------
MAKER
------------------------------------

[LOGO] TransTerra Co. PROMISSORY
FIRST NATIONAL BANK NOTE
OF OMAHA

-----------ADDRESS-------------
4211 S. 102 St.
Omaha, NE 68127

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT INTEREST RATE NOTE DATE MATURITY DATE OBLIGOR # NOTE #
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$2,000,000.00 VARIABLE 09/14/95 01/31/96 2000000367 C#4 L#4
REG BASE
- -------------------------------------------------------------------------------------------
</TABLE>
Maker promises to pay to the order of First National Bank of Omaha ('Bank')
at any of its offices, the principal sum hereof, which shall be: (REVOLVING)
THE LESSER OF FIVE HUNDRED THOUSAND AND NO/100 DOLLARS OR SO MUCH THEREOF AS
MAY HAVE BEEN ADVANCED BY BANK. THE MAKER MAY BORROW, REPAY WITHOUT PENALTY,
AND REBORROW FROM NOTE DATE UNTIL MATURITY DATE, EITHER THE FULL AMOUNT OF
THIS LOAN OR ANY LESSER SUM.

Interest shall be computed on the basis of actual days elapsed and a year of
360 days. The unpaid principal and interest due on this Note at maturity
(whether the Note matures by demand, acceleration, lapse of time or
otherwise) shall bear interest at the lesser of 6% per annum above the
interest rate stated above, or the highest rate allowed by law.

Principal and interest shall be paid as follows: PRINCIPAL DUE ON MATURITY
DATE, INTEREST DUE MONTHLY BEGINNING FEBRUARY 28, 1995 AND ON THE SAME DAY OF
EACH MONTH THEREAFTER.

Related Documents: Maker has signed the following documents in connection
with this Note:

SECURITY AGREEMENT(S) DATED 04/24/92 (S&PI) COVERING STOCK.

LOAN AGREEMENT DATED 05/05/94 & 12/22/94 & ALL AMENDMENTS THEREOF.

Witnessed By: TransTerra Co.

/s/ R.T. Slezak By: /s/ John Joe Ricketts Title: Chairman
- ------------------- --------------------- --------
Robert T. Slezak