<PAGE>
EXHIBIT 10.3
DEALER'S OMNIBUS OPTIONS CLEARING AGREEMENT
(CUSTOMER TRANSACTIONS)
THIS AGREEMENT, made and entered into this 12th day of April, 2000, by and
between ABN AMRO INCORPORATED ("AAI"), a New York corporation, and WEB STREET
SECURITIES, INC. ("Dealer"), a Illinois corporation/partnership.
In consideration of the promises, mutual benefits, covenants and agreements
herein expressed, AAI will establish a Dealer's Omnibus Options Account
("Account") for Dealer's benefit in effecting transactions in option contracts
on behalf of Dealer's customers, all in accordance with the terms and conditions
hereinafter set forth:
I. REPRESENTATIONS BY DEALER
a. Dealer is a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD") and the
following exchanges:
-----------------------------------------------------------
-----------------------------------------------------------
b. Dealer is registered as a Broker/Dealer under Section 15 of
the Securities Exchange Act of 1934, and is licensed and in
good standing as a Broker/Dealer under all applicable Federal
and state securities laws.
c. Dealer has all requisite authority, whether arising under
applicable Federal and state laws or the rules and regulations
of any securities exchange to which Dealer is subject, and has
taken all requisite action to enter into this Agreement and to
retain the services of AAI in accordance with the terms
hereof.
d. Dealer represents and warrants that it is in compliance, and
during the term of this Agreement shall remain in compliance,
with the capital and financial reporting requirements of every
securities exchange and securities clearing agency of which
Dealer is a member, and to the extent required, with the
capital and financial reporting requirements of the Securities
and Exchange Commission ("SEC"), the NASD and of every state
and other regulatory authority of whose jurisdiction it is
subject. A copy of any notice or report filed with any
securities exchange, the SEC, NASD, or any state setting forth
the Dealer's non-compliance with applicable capital and
financial reporting requirements shall be filed simultaneously
with AAI.
e. Dealer has been advised of, and is familiar with, AAI's
clearing procedures and agrees to abide by such rules and
guidelines as may be in effect now and in the future with
respect to Dealer's Account.
f. Dealer is aware of and agrees to be bound by the rules of the
Chicago Board Options Exchange ("CBOE"), American Stock
Exchange ("AMEX"), Pacific Exchange ("PCX"), Philadelphia
Stock Exchange ("PHLX"), and such other exchanges as may
commence trading in options, including, but not limited to,
rules regarding the unbundling of round lot orders to execute
such orders through an exchange automated system. Orders
eligible for execution through such automated means may only
be public customer market or marketable limit orders in share
amounts as designated by the exchange. Public customer orders
are defined as orders for an account in which a broker/dealer
does not have an interest.
g. All options carried in the Account will be carried for
Dealer's customers and any short sales effected in the Account
will be short sales made on behalf of Dealer's customers.
h. Dealer shall promptly notify AAI and shall forthwith
discontinue effecting transactions in the Account if any of
the foregoing representations and warranties shall no longer
be true and correct in all respects.
i. Dealer agrees not to violate, either alone or in concert with
others, the position or exercise limits which may be
established from time to time pursuant to applicable exchange
rules. If any individual customer carries reportable positions
in one options class with Dealer, Dealer shall promptly notify
its designated examining authority or appropriate exchange of
such positions. If Dealer carries a position of
<PAGE>
reportable size of aggregate options contracts of the same
class, Dealer shall promptly report to its designated
examining authority or appropriate exchange a breakdown by
customer of such positions. Dealer will also be responsible
for reporting any large option positions to its designated
examining authority or the relevant exchange.
j. Dealer shall notify AAI if any person with significant
managerial responsibility or otherwise with significant
ability to influence the policies and actions of Dealer,
whether or not the person currently acts as a principal or a
registered representative, has a record which reflects any of
the following:
(1) any felony conviction (or a plea of guilty or
nolo contendere) or pending felony indictment, or
other institution of felony proceedings, or any
investment-related misdemeanor conviction, indictment
or institution of any investment-related proceeding.
For the purpose of this Agreement, the term
"investment-related" pertains, but is not limited to,
activities in connection with securities,
commodities, banking, insurance or real estate;
(2) permanent bar or temporary suspension of ability
to act as a principal or registered representative or
otherwise to be associated with or performs
designated functions for a firm engaging in an
investment-related business;
(3) other disciplinary or adverse regulatory or
administrative actions taken by any governmental,
regulatory or self-regulatory body (a "Regulatory
Authority");
(4) arbitrations, administrative proceedings or civil
actions brought by individuals or a Regulatory
Authority not resolved in favor of the person,
including those ending in settlement;
(5) multiple customer complaints;
(6) a termination or permitted resignation after an
investigation or allegation of sales practice
problems or of violation of investment-related
statues, regulations, rules or industry standards of
conduct; or
(7) requirement that the person be subject to
heightened supervision in accordance with the
guidelines or recommendations promulgated by a
Regulatory Authority
II. REPRESENTATIONS BY AAI
a. AAI is a member in good standing of the New York Stock
Exchange ("NYSE"), AMEX, Chicago Stock Exchange ("CHX"), PCX,
PHLX, CBOE and the NASD.
b. AAI is duly registered or licensed and in good standing as a
Broker/ Dealer under applicable Federal and state securities
laws.
c. AAI has all requisite authority, whether arising under
applicable Federal and state laws or the rules and regulations
of any securities exchange to which AAI is subject, to enter
into this Agreement.
d. AAI is in compliance, and during the term of this Agreement
shall remain in compliance, with the capital and financial
reporting requirements of every securities exchange and
securities clearing agency of which it is a member, and to the
extent required, with the capital requirements of the SEC and
every state or other regulatory authority to whose
jurisdiction it is subject.
e. AAI is not a bank. Securities sold, offered or recommended by
AAI are not deposits, are not insured by the Federal Deposit
Insurance Corporation, and are not guaranteed or endorsed by
or an obligation or responsibility of AAI AMRO Bank N.V. or
any other affiliate U.S. bank or thrift institution.
-2-
<PAGE>
III. DEFINITIONS
a. The term "customer" in reference to Dealer shall not include
any general or special partner or any director or officer of
Dealer, or any participant, as such, in any joint, group, or
syndicate account with Dealer or with any partner, officer, or
director of Dealer.
b. The term "securities under the control of AAI" shall mean
those securities maintained in the Account where both of the
following conditions are satisfied: (1) Dealer has instructed
AAI to maintain physical possession or control of such
securities free of any charge, lien or claim of any kind in
favor of AAI or any persons claiming through AAI; and, (2) AAI
shall, within 24 hours after receipt of instructions, inform
Dealer in a form acceptable to both parties, that it
acknowledges such instructions. AAI shall be deemed to have
accepted such instructions for long options maintained in the
Account, other than options that are part of a qualified
spread, for which AAI has received full cash payment from
Dealer.
c. The term "qualified spread" shall mean one or more options
maintained in the Account in a short position and the same
number of options maintained in the Account in a long position
where both of the following conditions are satisfied: (1)
Dealer has specifically identified such short and long options
and has instructed AAI to carry them in the Account as a
qualified spread for maintenance margin purpose; and, (2) such
long options do not expire prior to the expiration of the
short options.
IV. SERVICES TO BE PERFORMED BY AAI
a. Execution of orders for the Account, but only insofar as such
orders are transmitted by Dealer and received by AAI. AAI
reserves the right, at any time, to reject any order. In the
event AAI controls the routing of any order as Executing
Broker, AAI shall use its best efforts to obtain the best
price for Dealer, however, this Agreement does not guarantee
that the best price will be obtained when compared across
various markets. Unless otherwise notified in writing, Dealer
hereby grants AAI complete discretion as to which market to
route all Dealer orders and acknowledges that such market may
not be the primary market for such order. Dealer agrees to
hold AAI harmless from and against any claim due to a
difference in price when compared across different markets.
b. Hold in one or more properly established accounts securities
under the control of AAI.
c. Settlement of contracts and transactions in options.
d. Preparation and mailing of summary trade lists to Dealer. Such
trade lists shall be provided in lieu of a confirmation and
shall contain the information required to be furnished on
confirmations in accordance with all applicable laws, rules
and regulations.
V. SERVICES NOT TO BE PERFORMED BY AAI
a. Accounting, bookkeeping or record keeping, cashiering or other
services with respect to transactions in options or securities
unrelated to transactions in the Account.
b. Preparation of Dealer's financial statements or any analysis
thereof.
c. The making or filing of any reports, including option position
reports to the SEC, any state securities commission, any
securities exchange, securities association or other
membership to which dealer is subject.
d. Services of Dealer set forth under Paragraph VI below.
VI. SERVICES TO BE PERFORMED BY DEALER
a. Dealer shall notify AAI by 11:00 a.m. Chicago time on the
following business day if the trade list of transactions
provided by AAI under Paragraph IV above contains any
discrepancies.
-3-
<PAGE>
b. Dealer will determine all of the facts regarding transactions
effected in all customer accounts, including but not limited
to the suitability of all transactions, the authenticity of
all orders, the qualifications of any person holding power of
attorney over any customer's account, all required
confirmations and statements of accounts to customers, and the
issuance and receipt of all appropriate option exercise
instructions. Dealer agrees to maintain all necessary account
documentation to comply with Federal, state, exchange and
self-regulatory association laws, rules and regulations.
Dealer agrees to provide all documents to such agencies when
so requested.
c. Dealer shall be responsible for its compliance with all laws,
rules and regulations of all Federal, state, exchange or
securities agencies having regulatory jurisdiction over the
affairs of Dealer.
d. Dealer shall furnish OCC's current prospectus and appropriate
supplements to each of its customers in accordance with the
provisions of regulatory authorities as may from time to time
be applicable, and the rules of the exchanges where options
are traded. Dealer shall not use any sales material in
contravention of the Securities Act of 1933, the rules
thereunder, or any other applicable law, regulation or rule.
AAI reserves the right to charge Dealer the cost of any
prospectus or additional approved sales material provided to
Dealer by AAI.
e. Upon request, Dealer shall furnish AAI promptly with a copy
of: (i) its complete annual audit report; (ii) its complete
quarterly FOCUS report; (iii) its monthly FOCUS reports upon
AAI's request; (iv) written control procedures regarding order
entry and, (v) such other regulatory or financial reports as
AAI, in its sole discretion, deems appropriate.
f. Dealer shall obtain from each of its customers all requisite
and appropriate written authorization to lend, pledge and
hypothecate to AAI all securities carried in the Account
(other than securities under the control of AAI) in accordance
with the provisions of this Agreement and for AAI to lend,
re-pledge and re-hypothecate any or all of such securities,
whether separately or in common ownership with other money,
securities, or property, as AAI, in its sole discretion, shall
deem appropriate. Dealer hereby notifies and represents to AAI
that the loan, pledge or hypothecation hereunder of all
securities carried in the Account (other than securities under
the control of AAI) do not contravene any provision of the
rules of the Federal government or any other provision of the
Federal Reserve System or any agreement to which Dealer is a
party or is subject. Dealer shall give AAI all instructions
necessary to assure continued compliance by Dealer with all
such provisions.
g. Dealer shall monitor and be responsible for the: (i)
furnishing to clients of investment advice; (ii) transfer of
securities and accounts of customers; (iii) handling of
accounts for employees or officers of member organizations,
self-regulatory organizations and other financial
institutions; (iv) payment of dividends and interest to its
accounts; and, (v) compliance with restricted/control stock
requirements.
VII. QUALIFIED SPREADS
Dealer shall not instruct AAI to carry long and short options as a
qualified spread unless all options to be included in a qualified
spread are carried for the same customer of Dealer, and any
instructions by Dealer to carry options as part of a qualified spread
shall be deemed to be a representation by Dealer to AAI to such effect.
AAI shall have a lien as set forth in Paragraph XI on all long option
contracts included as part of a qualified spread (and proceeds from any
sale or disposition thereof), and such lien shall continue until: (i)
the short option contracts included in such qualified spread have been
closed out in a closing purchase transaction and Dealer has paid AAI
the full purchase price with respect to such transaction; (ii) an
exercise notice has been assigned to the short option contracts
included in such qualified spread and AAI has informed Dealer that,
based on the deposit of the underlying securities or other collateral
satisfactory to AAI, AAI has released its lien on such long option
contracts; (iii) the time for the assignment of an exercise notice to
the short option contracts included in such qualified spread has
expired; or, (iv) Dealer has specifically instructed AAI to treat such
long option contracts as securities under the control of AAI, and AAI
has informed Dealer in writing that it accepts such instruction.
VIII. MARGIN
-4-
<PAGE>
AAI shall establish such initial or maintenance margin requirements as
it deems appropriate from time to time with respect to Dealer and may
revise or amend such requirements at any time and without prior notice
to the Dealer. Dealer shall comply with the Federal Reserve Board's
Regulation X as a borrower of securities credit which incorporates
Regulation T and the rules and regulations of the self-regulatory
organizations having jurisdiction over the securities and
non-securities transactions effected or held by AAI for Dealer.
IX. DEBIT BALANCE
AAI shall retain a lien upon all securities in the Account, except for
those securities under the control of AAI so long as there is any debit
in the Account. Debit balances shall accrue interest on a daily basis
at a rate per annum equal to one percent (1%) above the quoted broker's
current call loan rate, such rate being subject to change, without
prior notice, as the quoted broker's current call loan rate changes. A
designated delivery versus payment (DVP) account shall not bear any
interest charge.
X. MONEY OR COLLATERAL CALLS
Dealer shall promptly satisfy money or collateral calls by 2:00 p.m.
Chicago time the next business day following issuance or notification.
In the event Dealer does not promptly satisfy such calls, AAI is
authorized, in its sole discretion and without notification to Dealer,
to take any and all steps AAI deems necessary to protect itself in
connection with option positions carried or option transactions entered
for the Account. Such steps include, but are not limited to, the right
to buy-in short or sell long positions for the Account's risk all or a
portion of the shares, options or other collateral carried by AAI for
the Account in compliance with SEC Rule 15c3-3(c)(2). The failure of
AAI to take such steps shall not be deemed acquiescence to the failure
of Dealer to satisfy money or collateral calls and shall not preclude
AAI from subsequently following any or all of the steps set forth
above. Dealer further agrees that any and all expenses or losses
incurred in this connection, including reasonable legal fees, shall be
reimbursed to AAI.
XI. SECURITIES LIEN
In the event of a default by Dealer under this Agreement, Dealer hereby
grants to AAI a lien on all securities in the Account, except for those
securities under the control of AAI as defined in Paragraph III.b, for
all obligations to AAI with respect to all transactions effected
through and positions maintained in the Account and all other
obligations from Dealer to AAI arising under this Agreement. AAI is
authorized, in its discretion, for any reason whatsoever it deems
necessary for AAI's protection, to sell any or all of the securities or
other property which may be in its possession, except for those
securities under the control of AAI, or which AAI may be carrying for
the Account, or to purchase any securities or other property of which
the Account of Dealer may be short, or cancel any outstanding orders,
to close out the Account on behalf of Dealer. Such sale, purchase or
cancellation may be made according to AAI's judgment and may be made,
at AAI's discretion, on the exchange or other market where such
business is then usually transacted, or at public auction or at private
sale, without advertising the same and without notice to Dealer or upon
personal representatives of Dealer, and AAI may purchase the whole or
any part thereof free from any right of redemption, and Dealer shall
remain liable for any deficiency.
A prior tender, demand or call of any kind from AAI, or prior notice
from AAI, of the time and place of such sale or purchase shall not be
considered a waiver of AAI's right to sell or buy any securities and/or
other property held by AAI or owed AAI by Dealer, at any time. A lack
of action on AAI's part shall not be considered a waiver of AAI's
rights under this paragraph.
XII. DEALER'S LOAN CONSENT
Dealer hereby authorizes AAI to lend and hypothecate to itself as
broker or to others any securities or other property maintained in the
Account that are not securities under the control of AAI to the extent
permitted by applicable SEC rules.
XIII. EXERCISE OF VALUABLE OPTIONS
-5-
<PAGE>
OCC automatically exercises all equity and index options at expiration
when such options reach designated levels and establishes cut-off times
for the exercise of options. It is the responsibility of Dealer to
notify AAI of any such options they do not desire to be exercised.
Dealer shall have complete responsibility to instruct AAI to exercise
any option that does not fall within the OCC parameters or does not
have automatic execution parameters. Any profit or loss realized from
the exercise of such option by AAI will be applied to Dealer's Account.
Due to various exchange rules regarding trading halts (i.e. "circuit
breakers"), the exchange may close trading early if various conditions
exist. This may affect the closing price of securities and therefore
the exercise of options. AAI shall have no duty to notify Dealer of any
such trading halt and the exercise of options pursuant thereto. It
shall be Dealer's sole responsibility to provide AAI with the exchange
mandated contrary exercise instructions on the form provided by AAI. If
AAI for any reason does or does not exercise any option, Dealer waives
any and all claims for damage or loss which Dealer, its successors and
assigns, may have at any time against AAI arising out of the fact that
such option was or was not exercised. The authority granted AAI under
this paragraph shall not include any responsibilities with respect to
the liquidation of the underlying security if the option is exercised.
XIV. UNCOVERED OPTIONS
If Dealer writes an option contract without depositing the underlying
security promptly, Dealer agrees to honor all assignments and deliver
the underlying security to AAI during the prescribed time. If Dealer
fails to deliver the underlying security promptly, AAI is authorized to
act as Dealer's agent and buy-in such security at the then current
market price. In such event, the Account shall be debited for any loss
and AAI shall charge a fee and/or commission for this service.
XV. ALLOCATION OF ASSIGNMENT NOTICES
AAI will allocate assignment notices in accordance with applicable
Exchange policies and procedures. Dealer may view AAI's allocation
provisions upon request.
XVI. MANNER, PLACE AND TIME OF DELIVERY AND PAYMENT
Dealer agrees to deliver or accept delivery of all options in the
manner and form provided for by OCC. For all options, AAI shall
determine the place of delivery and payment procedures. AAI shall
impose deadlines of not more than one hour earlier than applicable
Exchange or OCC requirements for tendering exercise notices, making
deliveries, or any settlement activity.
XVII. COMMUNICATION
a. Dealer and AAI will mutually agree to methods of communication
and the number of access locations necessary to satisfy
Dealer. AAI shall not be responsible for any instructions or
orders which it does not receive due to malfunction of
communications equipment.
b. AAI will have discretion over the type and proper location of
communications equipment deemed necessary to render the most
efficient service to the Dealer.
c. Dealer agrees and consents to the recording of telephone
conversations with AAI or any of its employees or agents,
although AAI assumes no responsibility to do such or retain
such recordings. Further, Dealer waives any right to object to
the use of any such recording in any legal proceeding between
AAI and Dealer.
d. AAI and Dealer shall bear responsibility for their respective
errors, as determined in accordance with this Agreement and
the constitution and rules of the exchange on which the order
was executed, provided however, that AAI shall not be
responsible for any errors not reported prior to the opening
of the relevant contract, but not later than 11:00 a.m.
Chicago time on the following trade day.
XVIII. COMPENSATION
-6-
<PAGE>
Dealer shall be charged fees, commissions and expenses (See Appendix).
In addition, the Account will be charged on a monthly basis any
interest in accordance with Paragraph IX.
XIX. INDEMNIFICATION
Dealer hereby agrees to indemnify, protect and hold harmless AAI from
and against all claims, demands, proceedings, suits and actions and all
liabilities, expenses and costs in connection herewith:
a. Dealer's failure to make payment for options purchased or
fails to promptly collateralize margin options sold;
b. Dealer's failure to meet any initial margin call or
maintenance call;
c. Dealer's failure to properly exercise the duties and
obligations with respect to this Agreement; or
d. Suits or arbitrations commenced by a customer or third party
(i.e. an employee) of Dealer arising from the relationship
between AAI and Dealer in which AAI properly executed its
duties and responsibilities.
If any action or proceeding is brought by or against either party, the
parties mutually agree to cooperate to the fullest extent possible in
the defense or prosecution of such action or proceeding. This
indemnification provision shall survive the termination of the
Agreement.
XX. TERMINATION
This Agreement may be terminated by either party upon 48 hours written
notice by registered or certified mail, except that the lien and other
rights of AAI hereunder shall continue as long as there remain any
unsettled transactions or outstanding obligations from Dealer to AAI
with respect to the Account. AAI, in its discretion, may immediately
terminate this Agreement if any representations, warranties, duties,
responsibilities, or obligations of Dealer shall not be true or duly
performed or shall cease to become true or duly performed; provided,
however, that the failure of AAI to terminate this Agreement shall not
be deemed acquiescence in Dealer's misrepresentations or failure to
perform its duties, responsibilities or obligations and shall not
preclude AAI from subsequently terminating this Agreement. If AAI deems
it necessary to terminate this relationship for a reason other than a
violation of this Agreement, it shall allow Dealer 60 days to secure a
new correspondent relationship. Upon termination, Dealer agrees to
compensate AAI in accordance with Paragraph XI above for each transfer
or closing transaction necessary to liquidate or close the account.
The parties affirm and agree that neither the fixation of the
conversion rate of any European currency against the Euro as a single
currency, in accordance with the Treaty Establishing the European
Economic Community, as amended by the Treaty on the European Union (the
Maastricht Treaty), nor the conversion of any settlement obligations
under this agreement from any European currency into Euro will be a
reason for the early termination or revision of this Agreement or
create any liability of one party towards the other party for any
direct or consequential loss arising from any of these events.
XXI. ARBITRATION
The parties hereby consent to submit any dispute or controversy which
may arise from or relate to this Agreement to arbitration before the
NASD or an appropriate exchange. The parties further agree that such
arbitration shall be held in Chicago, Illinois unless the rules of the
NASD or an exchange require a different location.
XXII. CONSTRUCTION
This Agreement shall be construed and enforced under and in accordance
with the laws of the State of Illinois without regard to its conflict
of laws provisions. If any part, term or provision of this Agreement is
held to be illegal or in conflict with the law of any state or any
other law, the validity of the remaining portions or
-7-
<PAGE>
provisions shall not be affected, and the rights and obligations of the
parties shall be construed and enforced as if this Agreement did not
contain the particular part, term or provisions held to be invalid.
XXIII. MISCELLANEOUS
a. The Chairman, President, Executive Vice Presidents or Senior
Vice Presidents of AAI are the only individuals authorized to
enter into this Agreement or other agreements on behalf of
AAI, or to modify any of the aforesaid agreements. Oral
statements shall under no circumstances be considered part of
the Agreement or otherwise legally binding on the parties
hereto.
b. Neither this Agreement nor the performance of the services
hereunder shall be considered to create a joint venture or
partnership between AAI and Dealer or between Dealer and other
brokers for whom AAI may perform the same or similar service.
c. For the purpose of delivery of any notice hereunder, the
addresses of the parties are set forth opposite their
respective signatures on the execution page hereof. Either
party may change its address for notice purposes by giving
written notice of the new address to the other party.
d. This Agreement shall be binding upon the parties hereto and
their respective successors and assigns, provided, however,
that no assignment of this Agreement shall be valid unless
expressly agreed to in writing by the other party or assigned
pursuant to the governing securities rules, regulations and
interpretations regarding the bulk transfer of accounts.
e. This Agreement is not intended to grant any right to, or
provide any basis for any claims by third parties.
IN WITNESS WHEREOF, the parties have hereunder affixed their hands as of the day
and year first above written.
ABN AMRO INCORPORATED By /s/ Lance E. Dominick
208 South LaSalle Street --------------------------------------------
Chicago, Illinois 60604 Lance E. Dominick, Senior Vice President
DEALER NAME AND ADDRESS
WEB STREET SECURITIES, INC. By: /s/ D. Jonathon Rosenberg
222 S. Riverside Plaza --------------------------------------------
11th Floor Signature
Chicago, Illinois 60606
D. Jonathon Rosenberg, EVP/Chief
Operating Officer
----------------------------------------------
Print Name and Title
-8-
<PAGE>
Appendix A
TO OMNIBUS OPTIONS CLEARING AGREEMENT
DATED: April 12, 2000 by & between
ABN AMRO Incorporated & Web Street Securities, Inc.
Executions:
-----------
ABN AMRO Incorporated (AAI) will be compensated for all correspondent equity and
index option execution business on the American Stock Exchange, the Pacific
Exchange, the Philadelphia Stock Exchange and all equity execution business on
the Chicago Board Options Exchange at the rate of *** per contract.
ABN AMRO Incorporated (AAI) will be compensated for all correspondent index
option execution business on the Chicago Board Options Exchange at the rate of
*** per contract.
Clearance:
----------
o ABN AMRO Incorporated will be compensated for the clearance of all
option contracts at the rate of *** per contract.
o In addition to the above stated rates all exchange transaction and OCC
fees will be passed to the correspondent. (See attached copy)
o All exercise and assignment notices settled through NSCC correspondent
clearing will be billed at *** per notice regardless of size.
o All exercise and assignment notices settled via DVP/RVP will be billed
at *** per notice regardless of size.
Processing:
-----------
AAI will be compensated for all trades routed and executed through the CNESS
interface at the rate of *** per contract.
In consideration thereof AAI is to provide the following services, supplies and
facilities:
Execution Services:
-------------------
Phone Clerk (s)
Floor Support Personnel
Floor Locations and Supplies
Daily Recaps
Trade Checking
Clearing Services:
------------------
Margin Clerk (s)
Support Trade Data Reports (Daily)
- Daily Confirmations
- Position Reports
Support Trade Data Reports (Monthly)
- Monthly Statement
/s/ Lance E. Dominick Dated: 8/11/2000
-----------------------------------------------------------
Lance E. Dominick, Senior Vice President
ABN AMRO Incorporated
/s/ D. Jonathon Rosenberg Dated: 8/11/2000
-----------------------------------------------------------
Web Street Securities, Inc.
*** This information is omitted pursuant to a confidential treatment request
filed with the SEC.
