January 14, 1994


Harris Webb & Garrison, Inc.
5599 San Felipe, Suite 301
Houston, Texas 77056

Dear Mr. Garrison:

      Whereas, Cowen & Company ("Cowen") hereby enters into a Clearing Agreement
with Harris Webb & Garrison, Inc. (hereinafter "Introducing Broker", "you" or
"your") and Introducing Broker and Cowen have agreed to the arrangements
concerning the clearing services to be performed as shown herein;

      Therefore, from the date of this Agreement, we will execute and clear
transactions on a fully disclosed basis for public customer and proprietary
accounts introduced by you and accepted by Cowen, ("Introduced Accounts"), upon
the terms and conditions hereinafter set forth. It is agreed and understood that
all dealings between us are at all times subject to the rules and regulations of
the New York Stock Exchange, Inc. ("NYSE"), the American Stock Exchange ("ASE"),
the National Association of Securities Dealers ("NASD") and any other exchange
or association of which either of us is or may become a member, and of any
governmental agencies to whose jurisdiction either of us may be subject.

      FIRST: (A) Commissions received from Introduced Accounts will be collected
by Cowen & Co. Cowen will deduct its clearing charge (see Appendix I attached
hereto and made a part hereof) from your gross commissions on a monthly basis.
Clearing charges shall be calculated monthly for that month's business. The
balance of such commissions, less any other charges or deductions provided for
herein, shall be paid to Introducing Broker on the last Friday of the month.

      Cowen shall bill Introducing Broker for all exchange and occ transaction
fees relating to the handling of transactions in listed Options, Equities,
Bonds, Etc., for the accounts of Introducing Broker on the New York Stock
Exchange, the American Stock Exchange or any other exchange.

      (B) Cowen reserves the right to refuse to clear trades for any reason
whatsoever between Introducing Broker and any broker as to which Cowen shall
notify the Introducing Broker. On all net transactions for which stamped
comparisons have not been received from the other broker by the third business
day following the transactions, Cowen will notify Introducing Broker and if said
transactions are not compared by settlement date they will be handled pursuant
to instructions from and for the account and risk of Introducing Broker. In
addition, Introducing Broker agrees that all of its trading accounts will be
paid in full by settlement date. Introducing Broker agrees to assume sole
responsibility for any loss incurred by Cowen in transactions with firms with
which it deals on a principal basis giving up Cowen for clearance.

<PAGE>
      SECOND: Introducing Broker hereby represents that it is a member in good
standing of the exchanges and association shown in this paragraph SECOND and
that its registration as a broker dealer is currently in effect. You have
fulfilled all registration and other requirements of all states and the District
of Columbia to the extent that such registration and other requirements are
applicable to you. Introducing Broker agrees to indemnify and hold Cowen
harmless from and against any losses, costs or expenses arising out of any
failure of Introducing Broker to be properly registered. You have advised us of
any arrangement you have made or expect to make with any other firm for the
provision by such firm of clearing service for any of your Customer or Firm
accounts. It is understood that to its approval under Rule 382.

      Memberships:  National Association of Securities Dealers, Inc.

      THIRD: (A) Interest profit earned on debit balances in Introduced Accounts
will be proprietary to and fully retained by Cowen. Neither Introducing Broker
nor its customers will receive interest credit for any credit balances which any
Introduced Accounts may from time to time leave on deposit at Cowen. Introducing
Broker will be charged interest at the Cowen Base Debit Interest Rate as defined
below on any securities delivered to and paid for by Cowen which must be
redelivered by draft, require transfer, have improper instructions or which for
any reason other than Cowen's negligence, require Cowen to carry such
securities, until delivery can be completed. In addition, you will pay the
interest charges on regular loans or day loans in connection with any
underwriting in which you participate as manager or syndicate member. The "Cowen
Base Debit Interest Rate" as used in this Agreement shall mean the greater of
(i) the average broker's call money rate published in the Wall Street Journal
each day or (ii) the daily average rate of interest paid to banks by Cowen & Co.
for broker's call loans.

      (B) It is agreed that all expenses of the respective firms including
telephone and communications shall be borne by the party incurring the same
excepts as set forth in any and all supplements attached hereto. Cowen shall
provide to Introducing Broker at Cowen's expense such forms and documents as are
currently utilized by Cowen in the handling of Introduced Accounts which Cowen,
in its reasonable judgement, believes will be necessary. Upon the request of
Introducing Broker, prospectuses or disclosure documents including financial
statements shall be provided by Cowen but the cost shall be borne by Introducing
Broker.

      FOURTH: Cowen will confirm all purchases and sales to Introduced Accounts
in writing with copies to you. Such confirmations shall bear our name with the
legend "By Arrangement with: Introducing Broker" or shall bear Introducing
Broker's name with the legend "Account Carried by Cowen & Company". You will
receive daily summaries of security transactions effected by us for your
account. Introduced Accounts will be provided with statements of account by us
at such times and with such frequency as we provide such statements to our
customers.

      FIFTH: (A) It is agreed that it will be the responsibility of Introducing
Broker to obtain all necessary new account documentation required by Cowen and
to verify the information obtained from the customer upon the opening of each
Introduced Account. Cowen & Company's Account form will be used for this
propose. It will be the responsibility of Introducing Broker to "know its
customers" and to be fully aware of their investment objectives and Cowen shall
have


<PAGE>
no responsibility in that respect. In accordance with Rule 405 of the NYSE and
the NASD Rules of Fair Practice, an officer of the Introducing Broker will
approve the opening of each account, and forward any required documentation to
Cowen & Company on a timely basis.

      Accordingly, you hereby undertake to learn the essential facts and will
make the necessary credit reference checks with respect to each Introduced
Account and a general partner or Officer or other authorized employee of
Introducing Broker will give an approval for the opening of each account. We are
authorized to make such further inquiry or investigation as wer deem necessary
before accepting a new account or continuing an account relationship. At the
opening of each Introduced Account, you shall furnish us with all personal
information, concerning the account in a format necessary to input into Cowen's
computer system, and within a reasonable time after the opening of margin
accounts and option accounts you shall also furnish us with executed Margin
Agreements and/or Option Agreements on our forms. However, where any accounts
may have been opened without Cowen having previously received a properly
executed Margin and/or attempting to obtain the same shall not be deemed a
waiver of our requirements. In addition, upon our request, you shall furnish
Cowen with any other executed documents and/or agreements executed by your
customers, on our regularly used forms and which maybe required by us in
connection with our opening, operating or maintaining the accounts of your
customers. Introducing Broker warrants that Introduced Accounts shall not be
minors or come under any prohibition referred to in Rule 407 of the NYSE.

      (B) For accounts subject to Rule 407 of the NYSE the Introducing Broker
shall also be responsible for the supervision of any Introduced Accounts which
are for the employees or officers of member organizations, self-regulatory
organizations or other financial institutions. The Introducing Broker will also
be responsible for identifying these accounts to Cowen & Company so that
duplicate confirmations can be sent by Cowen & Company to the employer.

      (C) It is agreed that the Introducing Broker shall be solely responsible
for the handling and supervision of the Introduced Accounts except as may be
otherwise set forth hereunder and for furnishing of investment advice, if any,
to all Introduced Accounts.

      (D) Cowen shall maintain stock records and will be responsible for all
regulatory filings other than those specifically required of introducing firms
or which specifically are required of Introducing Broker based on its style of
business or otherwise. In addition, all documentation and agreements will be
maintained on file by Cowen with Introducing Broker having access to that
documentation when requested. It is agreed that the Introducing Broker will
maintain on file copies of all documentation forwarded to Cowen.

      SIXTH: (A) you are solely responsible for the supervisory review of any
Introduced Accounts over which your partners or employees have discretionary
authority as required by the various regulatory bodies and, regarding
discretionary orders, by Rule 408 of the NYSE. You will furnish us with properly
executed power of attorney forms for discretionary accounts handled by you or
any other third parties of Introduced Accounts. Introducing Broker hereby agrees
to indemnify and hold Cowen harmless against all losses, costs, or expenses,
including reasonable attorneys' fees suffered or incurred by us directly or
indirectly as a result of any liabilities or


<PAGE>
claims arising from the exercise by Introducing Broker, its partner or
employees, or other third parties, of discretionary authority over Introduced
Accounts.

      (B) Introducing Broker hereby warrants that any orders or instructions
given by Introducing Broker, its partners or employees, shall have been fully
and properly authorized and that the execution of such orders shall not be in
violation of the Securities Act of 1933 or the Securities Exchange Act of 1934
or any rules or regulations of any securities exchange or other regulatory
agency applicable to such transactions; and Introducing Broker hereby agrees to
indemnify and hold Cowen harmless against all losses, costs or expenses,
including reasonable attorneys' fees, suffered or incurred by us directly in
indirectly, as a result of any breach of Introducing Broker's said warranty.

      (C) It shall be the responsibility of the Introducing Broker to review
orders of Introduced Accounts and to properly accept or reject them. The
Introducing Broker will also be responsible for the proper transmission of all
orders to Cowen through the established wire service or telephone to Cowen, as
the case may be. Cowen will be responsible for the review of these orders for
completeness only, prior to their execution, which it shall handle. Cowen will
be responsible for any errors in the execution of orders which have been
properly transmitted by the Introducing Broker. Cowen will also be responsible
for the settlement of these orders, except if failure to settle is due to an
omission on the part of the customer, in which case it will be the
responsibility of the Introducing Broker to seek performance from the customer.
Introducing Broker must notify Cowen in writing within three days of errors in
execution of any order. Cowen's liability for any such errors in execution shall
expire thereafter.

      SEVENTH: (A) The receipt of funds and securities from customers shall be
the responsibility of the Introducing Broker which shall forward the same to
Cowen for clearance and settlement. Cowen shall be responsible for the handling
of tender offers, rights and warrants, redemptions, proxy notices and the
payment of dividends and interest. The Introducing Broker shall be responsible
for obtaining the necessary documentation for the actual clearing and transfer
of restricted securities and for any cost, liability, loss or expense incurred
by Cowen as a result of the failure of such securities to clear and transfer
unless such failure is due to the act or omission of Cowen. Upon proper delivery
of securities to Cowen by the Introducing Broker, Cowen will be responsible for
the transfer of securities and will also handle the transfer of accounts upon
receipt of customer's properly executed instructions.

      (B) The party having physical control over particular funds and securities
shall be responsible for their safekeeping.

      EIGHTH: Introducing Broker agrees to indemnify and hold Cowen harmless
against any losses brought about by the default in payment of funds or delivery
of securities to you from any Introduced Accounts and to pay all costs or
expenses, including reasonable attorneys' fees, suffered or incurred by us
directly or indirectly in connection with any such funds or securities due us.
You shall be responsible for our guarantee of signatures of Introduced Accounts
except in those instances where Cowen or its employees have been grossly
negligent in the guarantee of signatures. Introducing Broker shall promptly give
Cowen written notice of any customer


<PAGE>
grievance or complaint, threat of action or commencement of litigation against
Introducing Broker involving any Introduced Account(s). All customer inquiries
and complaints shall be initially handled by Introducing Broker which will
document the same and promptly deliver copies thereof to Cowen. Separate
customer complaint files shall be maintained by both parties.

      NINTH: In Introduced Accounts other than margin accounts you shall be
responsible for purchases for customers until actual and complete payment
therefore has been received by us, and in the case of checks representing such
payment received by us, you shall be responsible until they have been paid and
the proceeds actually received and credited to us by our bank. We agree to use
due diligence in depositing such checks promptly. You shall be responsible for
sales until acceptable deliveries to us of the securities involved; and you also
agree that all securities sold by you or your customers will be delivered to
Cowen by settlement date. You shall arrange for timely settlement of "delivery
versus payment" transactions in accordance with NYSE Rule 387 or such other
rules and procedures as may be directed by the NYSE, ASE, or NASD. You shall
obtain your customer's agreement to accept "partial" deliveries and to abide by
other clearance agreements as may be directed by NYSE, ASE, or the NASD.

      We may, at our option, charge interest at 1% above the Cowen Base Debit
Interest Rate for late payments or deliveries. We reserve the right to give
prior oral and/or written notice to you and to any Introduced Account of a
failure to make timely settlement and our intention to take remedial action.

      In the case of the purchase or sale of securities "when issued" or where
distribution or delivery is otherwise delayed in an Introduced Account other
than a margin account, you shall be responsible for the transactions until
necessary and satisfactory margin has been received by us for checks
representing such margin until they have been paid and the proceeds actually
received and credited to us by the bank.

      TENTH: We shall not be required to endorse any "put" or "call" for any
Introduced Account unless the then condition of the account is satisfactory to
us. Introducing Broker will pay to Cowen all commissions paid to it by option
brokers on conventional options. Cowen reserves the right to refuse to carry
option positions which in its sole opinion show either undue concentration or
extraordinary risk.

      ELEVENTH: In all Introduced Accounts which are margin accounts you shall
be responsible for initial margin in the initial transaction until such initial
margin have been received by us in acceptable form and to meet maintenance
calls. We shall be responsible for the maintenance of adequate and proper margin
in any Introduced Account which is a margin account and for compliance with
regulation T. It is understood that customers of margin maintenance as
established by Cowen. We shall review and call the margin in Introduced Accounts
with the same regularity and in the same manner as we review and call those of
our own customers. We shall endeavor to notify you in advance of all margin
calls and shall provide you with copies of all such calls. In the event that
adequate margin is not deposited in any Introduced Account in order to bring the
account up to the minimum applicable regulatory requirements or house
requirements, you will, upon our demand, notify your customer to immediately
provide us with adequate


<PAGE>
protection either in cash or securities. In the event that satisfactory margin
is not provided within the time specified by us, we shall be at liberty to take
such action as we may in our judgement deem best. If such action is delayed by
your firm, any loss resulting from such delay shall be at your risk and expense.
We reserve the right to refuse any transaction in any Introduced Account which
is a margin account history of such Account will not justify the risk of
executing such new transaction before actual receipt of the necessary margin
therefore.

      Notwithstanding the foregoing, if through the action of the SEC, a court
of competent jurisdiction or any regulatory body, trading is halted in
securities held by accounts introduced by you, the loss suffered as a result
shall be borne by the Introducing Broker.

      TWELFTH: We shall have no liability to you arising out of this
Agreement or otherwise except for:

            (A) Breach of the express terms of this Agreement; or

            (B) Negligent, reckless, willful or intentional acts or violations
                of applicable law by us.

      THIRTEENTH: (A) It is mutually agreed that this agreement shall effective
as of the date appearing on page One hereof and shall continue for a period of
one year and for additional one-year periods thereafter; provided, however, that
this agreement may be terminated at any time by either party upon sixty (60)
days written notice. This Agreement shall terminate immediately in the event (i)
you are no longer registered with the Securities and Exchange Commission, or
(ii) you cease to be a member of the NASD, or (iii) you are suspended from
membership in any national securities exchange of which you are or hereafter
become a member. In the event that Introducing Broker terminates this Agreement
and such termination requires a system deconversion of accounts and balances,
Cowen reserves the right to charge the Introducing Broker an applicable fee
which shall not release either of us from liability to the other as provided
herein relating to business transacted prior to such termination.

      (B) You agree to deposit with us $50,000.00 as a good faith deposit
("Deposit"). Cowen may deduct the following from such Deposit: (i) claims
against Introducing Broker or any of its customers which are not resolved within
three (3) days of presentment to Introducing Broker, or (ii) any loss or expense
suffered by Cowen for which it is entitled to be indemnified under this
Agreement as to which Introducing Broker has failed to indemnify Cowen within
three (3) days of being requested to do so and (iii) any applicable fee to a
system deconversion as contemplated in paragraph THIRTEENTH (A). Cowen may also
make such charges against any payments due to Introducing Broker pursuant to
Paragraph FIRST hereof. In the event any charges is made against the Deposit,
Introducing Broker shall promptly deposit additional funds with Cowen to restore
the Deposit to the original amount. Cowen reserves the right to require an
increase in the amount of the Deposit at any time upon ten (10) days' prior
written notice, provided, however, for good cause in Cowen's sole discretion,
Cowen may request an increase in the amount of the Deposit on one (1) days'
prior written notice.


<PAGE>
      Cowen agrees to pay interest on the Deposit at the Cowen Base Credit
Interest Rate prorated monthly. As used in this Agreement, Cowen Base Credit
Interest Rate" shall mean Cowen's daily average cost of funds derived from (i)
banks, (ii) other broker-dealers and (iii) other sources that Cowen may from
time to time and in its sole discretion include in calculating it cost of funds.

      (c) Introducing Broker shall obtain a Stockbroker's Blanket Bond or a
Financial Institution Bond or a Financial Institution Bond (the "Bond") in an
amount not less than $250,000.00. The Bond shall be effective no later than the
date on which Introducing Broker effects the first trade hereunder. Within
thirty (30) days of the date hereof Introducing Broker shall provide Cowen with
written evidence acceptable to Cowen demonstrating the coverage provided
thereby. Thereafter, such evidence shall be provided on an annual basis not
later than November 30 of each year.

      FOURTEENTH: Cowen and Introducing Broker hereby warrant that as of the
date of this Agreement and until any termination hereof, their net capital shall
at all times exceed the requirement of Rule 15c3-1 under the Securities Exchange
Act of 1934 and the applicable requirements of the New York Stock Exchange or
the NASD. You hereby agree to provide us with a statement of financial condition
of a date within 30 days prior to the date of this Agreement and copies of such
additional financial statements as are to be filed with regulatory bodies
including but not limited to all FOCUS Reports, at the time of filing therewith.
In any event, you agree to provide us with financial statements at least once
each calendar quarter and you agree to make available to us any additional
financial information we may request.

      FIFTEENTH: Errors, misunderstandings or controversies, except those
specifically otherwise covered in this Agreement, between customers and
Introducing Broker and Introducing Broker or its employees or agents, and/or
Cowen or its employees or agents, which shall not arise in whole or in part out
of the acts or omissions of Cowen or its employees or agents, shall be the
responsibility and liability of Introducing Broker and are to be adjusted
accordingly. If any such error, misunderstanding or controversy shall result in
the bringing of an action or a proceeding against Cowen, we will notify
Introducing Broker, and if Cowen so requires, Introducing Broker agrees at its
own cost and expense to defend any action or proceeding brought against Cowen by
reason thereof, or Cowen may defend such action or proceeding, but in either
event Introducing Broker shall indemnify and hold Cowen harmless from any loss,
liability, damage and expense, including attorneys' fees (including but not
limited to those incurred by Cowen in utilizing its in-house counsel), which
Cowen may incur or sustain in connection therewith or under any settlement
thereof and Introducing Broker shall satisfy of record any arbitration awards or
final judgements rendered in such action or proceeding. It is the intention of
the parties that Cowen shall be fully indemnified by Introducing Broker
hereunder provided that Cowen shall not have acted negligently, recklessly, or
fraudulently in connection with the matter (s) which are the subject of such
action or proceeding.

SIXTEENTH: Notwithstanding anything in this Agreement to the contrary, Cowen may
refuse on prompt notice to Introducing Broker, to accept or to effect any
transaction, which, at its sole discretion, Cowen believes will be contrary to
its obligations under law or regulations thereunder,


<PAGE>
or the regulations of the New York Stock Exchange, or any other exchange of
which it is a member, or of the NASD or which, at its sole discretion, Cowen
believes will or may subject it to undue risk or create undue concentration in
any security. Cowen may also elect in its sole discretion to refuse to carry any
particular account (s) or position (s) introduced by Introducing Broker, whether
or not Cowen has previously accepted or agreed to accept such account (s).

      SEVENTEENTH: It is agreed and understood that any controversy arising
between us in connection with this agreement which cannot be adjusted to our
satisfaction shall be submitted to arbitration and determination only before the
New York Stock Exchange or the National Association of Securities Dealers, Inc.
as Cowen may elect.

      EIGHTEENTH: Introducing Broker will send a notice to all of the
Introducing Broker's customers whose accounts are initially delivered to Cowen,
advising those customers of the existence of this agreement and our respective
responsibilities hereunder. Thereafter, Cowen shall send a notice to all new
accounts advising them of the existence of this agreement and the respective
responsibilities hereunder.

      NINETEENTH: Cowen has obtained approval of the form of this Agreement from
the NYSE under Rule 382. The parties agree to amend this Agreement in the event
the NYSE requires amendment or the duties of the parties hereto change
materially.

      TWENTIETH: It is agreed that no change will be made in this Agreement
without the consent of both parties. However, rates for services to be provided
by Cowen shall be reviewed on a regular basis, with adjustments made to reflect
changes in the cost of providing such service. Any price change shall take place
only after 30 days' written notice.

      TWENTY-FIRST: Introducing Broker shall be responsible of providing the
disclosure documents provided to it by Cowen to each Introduced Account when and
as required to do so by applicable law, rules or regulations. Where additional
mailing are required due to revisions of the original documents Cowen will at
its option, either (i) provide the Account Information to Introducing Broker or
(ii) handle the mailing at the expense of Introducing Broker. Such disclosure
documents shall include, without limiting the generality of the foregoing
sentence, risk disclosure documents required when opening an option account, and
credit disclosure when opening a margin account. Introducing Broker hereby
agrees to indemnify and hold Cowen harmless from and against any and all loss,
liability, damage and expense, including attorneys' fees, which Cowen may incur
or sustain as a result of the failure of Introducing Broker to provide such
documents to Introduced Accounts.

      Introducing Broker agrees that a principal of the firm is/will become
registered as a Registered Option Principal at lease five days prior to placing
any option orders or otherwise engaging in any options activity.

      Introducing Broker agrees that it takes full responsibility for
suitability of its customers to trade on margin or in options and for approval
of its customers to trade options in particular strategies, and agrees to
indemnify Cowen for any failure by the Introducing Broker to properly


<PAGE>
approve such customers or to obtain and supply accurate and complete information
with respect to such clients.

      Introducing Broker agrees that prior to allowing any customer to trade in
options, the customer will previously have been supplied with the Risk
Disclosure Document "Characteristics and Risks of Standardized Options" and that
a new option account form will have been satisfactorily filled out and approved
by a Registered Option Principal of the Introducing Broker.

      Introducing Broker's branches shall maintain a log of all customer option
related complaints as well as a central file at its principal office.

      The Introducing Broker agrees to take full responsibility for
communications on options between itself and clients. All advertisements,
letters, research material and options strategies shall adhere to guidelines
published by the appropriate Self Regulatory Organizations.

      TWENTY-SECOND: You agree that without our prior written consent, you will
not hire or engage in negotiations with a view to hiring any person who is or
within the 12 months immediately preceding your hiring or commencement of
negotiations has been employed by us. We agree that without your prior written
consent, we will not hire or enter into negotiations with a view preceding your
hiring or commencement of negotiations has been employed by you.

      TWENTY-THIRD: Cowen and Introducing Broker shall each make available to
the other such information and documentation concerning its operation procedures
as shall be necessary or appropriate for the performance of the other party's
obligations under the Clearing Agreement.


APPROVED:                                 ACCEPTED AND AGREED TO:

COWEN & COMPANY                           HARRIS WEBB & GARRISON, INC.
BY: COWEN INCORPORATED
    GENERAL PARTNER


BY: __________________________            BY: __________________________
     Antonio Pinto                             Robert E. Garrison, II
     Managing Director                         Principal



<PAGE>
                                    ADDENDUM

      WHEREAS, the undersigned are parties to a clearing agreement ("the
Clearing Agreement") which they wish to clarify and amend in certain respects;

      NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration each to the other, the receipt of
which is hereby acknowledged, the parties intending to be bound, hereby agree as
follows:

      INTRODUCED ACCOUNTS

      1. It shall be the responsibility of Introducing Broker to obtain all
account agreements and documentation necessary, required or appropriate for the
proper maintenance of the Introduced Accounts, including, without limitation,
Account, Margin and Option Agreements, discretionary authorizations, corporate
resolutions, trust documents, wills and similar agreements and documents.
Introducing Broker shall forward the originally signed copies of the Account,
Margin and Option Agreements to Cowen's New Accounts Department. All other
documentation necessary or appropriate for the maintenance of the Introduced
Accounts shall be retained by the Introducing Broker and shall not be forwarded
to Cowen unless and until specific request is made therefor. Introducing Broker
agrees that it shall make any or all such additional documentation available to
Cowen upon Cowen's reasonable request therefor, and such agreement shall survive
any termination of the Clearing Agreement. Anything herein to communicate with
any Introduced Account directly in order to obtain any necessary or appropriate
documentation, but exercise of such right by Cowen shall not affect Introducing
Broker's obligations hereunder. Introducing Broker hereby agrees to indemnify
and hold Cowen harmless from expenses (including reasonable attorneys' fees and
expenses) arising out of or relating to the failure of Introducing Broker to
obtain or maintain such necessary, required or appropriate agreements and
documentation.

      2. Introducing Broker shall provide Cowen with such new account
information as shall be required by Cowen to fulfill its service obligations
under the Clearing Agreement. Except for accounts opened by tape-to-tape
conversion, such information shall be provided through Cowen's computer system
if direct input is available to Introducing Broker. If direct input is not so
available to Introducing Broker. If direct input is not so either case (but not
with respect to accounts opened by tape-to-tape conversion), Introducing Broker
shall provide Cowen with a hardcopy new account for on forms provided by Cowen.
Introducing Broker shall be fully responsible for providing proper addresses for
the Introduced Accounts and agrees that Cowen may rely for all purposes on such
addresses as are provided to it by Introducing Broker.

      3. It shall be the sole responsibility of Introducing Broker to determine
that all orders or instructions given with respect to any Introduced Account
have been properly authorized and are withing the legal capacity of its
customer. Introducing Broker hereby agrees to indemnify and hold Cowen harmless
from and against any and all claims, cost, liabilities, losses and expenses
(including attorneys' fees and expenses) arising out of or relating to the
execution of any transactions for any Introduced Account which were unauthorized
or beyond the legal capacity of


<PAGE>
its customers.

      4. It is the sole responsibility of the Introducing Broker to "know its
customers" and to properly supervise its own employees and the Introduced
Accounts. Although Cowen may prepare or possess certain surveillance records fo
r its own benefit or purposes which may include data relating to the Introduced
Accounts, or may prepare or possess compliance or surveillance records for use
by Introducing Broker, Introducing Broker acknowledges and agrees that the
preparation or possession of such materials or of any ne account documentation
shall not place any obligation on Cowen to review any such document nor to know
its contents.

      CHECKWRITING PRIVILEGES

      5. For the sole purpose of disbursing customer funds as directed by its
customers, Introducing Broker is hereby authorized to sign checks on bank
accounts maintained by Cowen for such purpose, PROVIDED, HOWEVER, that
Introducing Broker had received specific approval from Margin for each check to
be issued prior to its execution. Introducing Broker's authority to sign such
checks is limited to the amount of $50,000.00 per check.

      6. Introducing Broker agrees to indemnify and hold Cowen harmless from any
claims, cost, liabilities or expenses (including reasonable attorneys' fees and
expenses) arising out of or relating to the use of such account (s) and/or the
execution of checks drawn thereon by or on behalf of the Introducing Broker, its
officers, directors, partners, employees or agents.

      NET CAPITAL REQUIREMENTS

      7. Introducing Broker intends to qualify under the net capital
requirements applicable to introducing firms under Paragraph (a) (2) (iv) of the
SEC's Rule 15c3-1 as amended in SEC Release No. 34-31511 (the "Release"). Cowen
and Introducing Broker hereby agree and acknowledge that, as required by the
Release, and solely for the purposes of the Securities Investor Protection Act
and the SEC's financial responsibility rules, the Introduced Accounts are
customers of Cowen and not Introducing Broker's customers. Except as expressly
provided herein, in all respects the obligations of each of Introducing Broker
and Cowen under the Clearing Agreement with respect to the Introduced Accounts
shall be unaffected by the terms of this Paragraph. Without limiting in any way
the generality of the foregoing, the terms of this Paragraph 7 shall not affect
Introducing Broker's obligation to "know its customers" and to supervise fully
its own employees and the Introduced Accounts and the suitability of
transactions therein.

      ACT RULES

      8. Introducing Broker warrants and represents that it shall, at all times,
company with all applicable requirements of the Rules of Practice and Procedure
for the Automated Confirmation
Transaction Service ("ACT Rules").

      9. Introducing Broker acknowledges and agrees that Cowen shall have the
right, in its sole discretion, to establish a "Gross Dollar Threshold" (as that
term defined in the ACT Rules)


<PAGE>
("Threshold") applicable to Introducing Broker, and to raise or lower such
Threshold at any time and from time to time.

      10. Introducing Broker agrees to indemnify and hold Cowen harmless from
and against any and all losses, errors, claims, expenses, actions and
liabilities which arise from or relate to use of the ACT Service, including but
not limited to those arising from or related to the failure of Introducing
Broker to effect transactions in accordance with any Threshold established by
Cowen and those arising from the establishment, increase or decrease of any such
Threshold, unless due to Cowen's gross negligence or willful misconduct.

      11. Introducing Broker acknowledges and agrees that Cowen has the right to
immediately and unilaterally terminate the Clearing Agreement in the event that
Introducing Broker exceeds the Threshold established from time to time by Cowen
under the ACT Rules.

      12. Introducing Broker agrees that it will, at all times, assign to each
office where it effects or facilitates transactions through the ACT Service, an
adequate number of employees who have been trained by the NASD to enter
transactions be maintained in each such office during business hours.
Introducing Broker shall indemnify Cowen from and against any losses, expenses
or damages resulting from its failure to maintain such personnel.

      13, Introducing Broker further agrees to release and discharge Cowen from
responsibility or liability for any loss or damage, including but not limited to
any direct, incidental, special or consequential damages such as lost profits or
other economic losses ("Damages") sustained by Introducing Broker or in any
customer or house account resulting fro any act omission of Cowen in connection
with use of the ACT Service, including but not limited to establishment or
modification of a Threshold, other than Damages directly caused by Cowen's
willful misconduct or fraud.

      GOOD FAITH DEPOSIT

      14. The provisions of Paragraph Thirteenth of the Clearing Agreement
notwithstanding, Cowen may, at any time and in its sole discretion, increase
Introducing Broker's good faith deposit requirement. Such increase shall be
effective upon receipt of demand fro Cowen, which demand may be oral or in
writing, and Introducing Broker agrees to make such additional good faith
deposit within twenty four (24) hours of receiving such demand. Failure by
Introducing Broker to make such additional deposit within such period shall be
grounds for immediate termination of the Clearing Agreement, which termination
shall be within Cowen's sole discretion.

      GENERAL

      15. Except as amended hereby, the Clearing Agreement shall remain in full
force and effect. To the extent that any provision hereof is inconsistent with
any provision of the Clearing Agreement, the provisions hereof shall control.
Except herein shall have the same meaning as set forth in the Clearing
Agreement.


<PAGE>
      16. Paragraph heading used herein are for convenience only and shall not
affect the meaning or interpretation of any provision hereof.


New York, New York
January 14, 1994

AGREED AND ACCEPTED                       COWEN & COMPANY
HARRIS WEBB & GARRISON                    BY: COWEN INCORPORATED


BY: _____________________________         BY: _____________________________
      ROBERT E. GARRISON                        ANTONIO PINTO
                                                MANAGING DIRECTOR


ADDENDUM.NEW

<PAGE>
                        AMENDMENT TO CLEARING AGREEMENT


      AGREEMENT made as of the 19th day of January, 1994 between Cowen & Co.
("Cowen"), having its principal office at Financial Square, New York, NY 10005,
and Harris, Webb & Garrison, Inc. ("Introducing Broker"), having its principal
office at 5599 San Felipe, Suite 301, Houston, Texas 77056.

                              W I T N E S E T H :

      WHEREAS, Cowen and Introducing Broker are parties to a Clearing Agreement
dated January 19, 1994, as amended (the "Clearing Agreement"); and

      WHEREAS, Cowen has developed and is making available to correspondent
brokers a quotation and information services system which Cowen has named the
CowenQuote System; and

      WHEREAS, Cowen has obtained a license from American Real Time Systems,
Inc. ("ARTS"), a subsidiary of Reuters (America) Inc. ("Reuters"), to use, and
to sublicense the use of, certain ARTS software and associated documentation in
the CowenQuote System; and

      WHEREAS, Cowen has contracted with Reuters to use and display in the
CowenQuote System certain data and information services provided by Reuters, as
well as the right to disseminate such information to correspondent brokers,
offices located in the United States; and

      WHEREAS, Cowen and Introducing Broker wish to amend the Clearing Agreement
to grant to Introducing Broker a sublicense to use the CowenQuote System on the
terms and conditions set forth herein,

      NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties, intending to be bound, hereby agree as follows:

1.    DEFINITIONS

      1.1 "Service" means the CowenQuote System. The Service is described in
Exhibit A attached hereto, which is made a part hereof.

      1.2 "Hardware" means all devices used in the transmission, receipt,
display and use of the Service, including but not limited to termservers, hub
units, monochrome terminals, workstations, printers, brouters, Franklin switches
and modems, all of which shall be provided by or through Cowen.



                                      1
<PAGE>
2.    SUBLICENSE

      Subject to the terms and conditions hereof, Cowen hereby grants
Introducing Broker a non- exclusive, non-transferable sublicense to use the
Service solely for Introducing Broker's retail securities business and/or
market-making operations. The Service shall be used only by the partners,
employees, agents and independent contractors of Introducing Broker who have
been trained in its operation and use.

3.    RESTRICTIONS ON USE

      3.1 Introducing Broker shall not (and shall not assist or permit others
to) copy, duplicate or otherwise reproduce (electronically or otherwise) the
Service in whole or in part.

      3.2 Introducing Broker shall not (and shall not assist or permit others
to) sell, license, sublicense, transfer or otherwise distribute or permit others
to have access to or use the Service. Introducing Broker agrees to ensure that
its partners, officers, directors, employees, agents and independent contractors
are prohibited from taking any action otherwise prohibited to Introducing Broker
hereunder and to promptly notify Cowen of the circumstances surrounding any such
use or possession of the Service.

      3.3 Introducing Broker shall not provide access to the Service to any
branches or affiliates located outside of the United States.

      3.4 Introducing Broker agrees to use the Reuters portion of the Service in
accordance with the terms and conditions of that certain agreement executed
between Reuters and Cowen as of March 15, 1993 (attached hereto as Exhibit B)
and to be bound by the terms and conditions of said agreement.

      3.5 Any breach of this Section 3 shall be deemed a material breach of this
Agreement and the Clearing Agreement.

4.    DISCLAIMER OF WARRANTY AND EXCLUSION OF CONSEQUENTIAL AND
      INCIDENTAL DAMAGES

      COWEN PROVIDES THE SERVICE TO INTRODUCING BROKER ON AN "AS IS" BASIS AND
EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. IN NO EVENT SHALL COWEN BE LIABLE TO INTRODUCING BROKER FOR ANY
CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST
PROFITS OR OTHER ECONOMIC LOSS (WHETHER ARISING FROM BREACH OF CONTRACT OR
TORT), EVEN IF COWEN HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES
OCCURRING. COWEN DOES NOT WARRANT THAT THE DATA OR OTHER

                                      2

<PAGE>
INFORMATION PROVIDED TO INTRODUCING BROKER THROUGH THE SERVICE WILL BE EITHER
UNINTERRUPTED OR ERROR-FREE. USE OF THE SERVICE WILL BE AT INTRODUCING BROKER'S
SOLE RISK.

5.    MONTHLY CHARGES, TERM AND TERMINATION

      5.1 Cowen agrees to lease to Introducing Broker and Introducing Broker
agrees to lease from Cowen the Hardware, as defined herein, exclusively for use
with the Service. The Hardware shall be installed by Cowen or its authorized
representatives at Introducing Broker's office(s) listed on Exhibit C hereto.
Introducing Broker agrees to provide authorized Cowen employees and/or their
authorized representatives with reasonable access to its premises for the
purpose of installing and servicing the Hardware.

      5.2 The charges for the use of the Service and the Hardware are set forth
in Exhibit A and made a part hereof. Said charges are based on the installation
and use of not less than Twelve (12) terminals and /or workstations, and shall
not be valid for any lesser number of terminals and/or workstations. In the
event that Introducing Broker increases the number of terminals and/or
workstations used pursuant to this Agreement, Cowen in its sole discretion may
reduce the charges payable by Introducing Broker for the Service. Except as
subject to adjustments described herein, said charges shall be effective for a
period of five (5) years from February 7, 1994 unless changed by Cowen with the
permission of Introducing Broker.

            To the extent that Introducing Broker chooses to use its own
terminals or workstations, or terminals or workstations not supplied by Cowen,
Cowen shall not be responsible or liable in the event that the Service is
interrupted due to problems or mechanical failures involving, or resulting from
use of, said terminals or workstations. Moreover, to the extent that the Service
runs on Introducing Broker's own network or over facilities or equipment not
supplied by Cowen, Cowen shall not be responsible or liable in the event that
the Service is interrupted due to problems or mechanical failures involving, or
resulting from use of, said network or facilities or equipment.

      5.3 The monthly charges for the use of the Service and the Hardware
hereunder shall be deducted by Cowen from commissions due Introducing Broker at
the end of each commission month. In connection therewith, Cowen shall provide
Introducing Broker with an itemized statement of all charges and other fees for
the use of the Services and the Hardware. In addition to the Service and
Hardware charges, Introducing Broker shall pay all Exchange and news service
charges, which will either be billed directly by the vendor(s) providing such
services or deducted by Cowen from monthly commissions due to Introducing Broker
as provided for herein, and shall be included on the itemized statement prepared
by Cowen, Should the charges due hereunder exceed the monthly commissions due
Introducing Broker, Introducing Broker shall pay Cowen the outstanding balance,
within ten (10) days of receipt of the itemized statement. Should Introducing
Broker fail to make such payment, Cowen shall have the right to deduct all
outstanding charges from (i) commissions due Introducing Broker for any other
month, or (ii) the good faith deposit

                                      3

<PAGE>
it holds in connection with the parties' Clearing Agreement, or (iii) any other
property of Introducing Broker in its possession, in each case without prior
notice to Introducing Broker.

      5.4 The charges and fees referred to herein are for the delivery and use
of the Service and the Hardware only and do not include taxes, database
royalties, exchange fees, installation or deinstallation charges,
transportation, cabling, facilities alteration, or other unusual or unexpected
charges. Said costs, if any, shall be borne solely by Introducing Broker.

      5.5 Since Cowen has no direct control over communications or related costs
incurred to provide the Service, Cowen shall have the right, effective the date
of every rate increase or decrease levied against Cowen, to pass on such
increases) or decreases) to Introducing Broker on a pro rata basis as a
Communication Adjustment Factor on each monthly invoice. Additionally, Cowen
reserves the right to increase communication area charges if they are being
billed to Introducing Broker, effective the date of said increase.

      5.6 The Hardware shall remain at all times the property of Cowen, and
Introducing Broker shall return the Hardware to Cowen at the conclusion of the
term of this Agreement, at its own cost and in good working order, reasonable
wear and tear only excepted. Introducing Broker shall pay to Cowen
deinstallation and removal charges equal to $100.00 per terminal or workstation,
and Introducing Broker agrees to allow reasonable access to its premises to
Cowen and/or its representatives for the purpose of removing the Hardware.

      5.7 The term of this Agreement shall be the term of the Clearing
Agreement, including all renewals thereof, provided, however, that in the event
that the Clearing Agreement shall be terminated prior to the expiration of a
five-year period from the date of this Agreement, and the Service is not
sublicensed to Introducing Broker pursuant to a separate sublicense agreement
for at least the remainder of such five-year period, Introducing Broker shall
pay to Cowen, at or prior to the termination date of the Clearing Agreement (the
"Termination Date"), (i) the aggregate charges which would have been payable
pursuant to Section 5.2 hereof during the remainder of such five-year period
from the date of this Agreement or, alternately and at Cowen's sole discretion,
in accordance with the termination charges schedule set forth below, plus (ii)
deinstallation and removal charges for the removal of the Hardware as set forth
in Section 5.6 hereof. Payment of such charges shall be made as provided in
Section 5.3 hereof.


                  Termination Month                    One-Time
                                                      Termination
                                                        Charge

                  lst through 12th                    $  30,000.00
                       month
                  13th through 24th                   $  20,000.00
                       month
                  25th through 36th                   $  10,000.00
                       month
                  37th through 48th                   $  51000.00
                       month

                                      4

<PAGE>
      5.8 Notwithstanding paragraph 5.7 above, Cowen shall have the right to
terminate this Agreement at any time, for any reason, upon 30 days' notice to
Introducing Broker. In that event, all termination charges, as outlined in
paragraph 5.7 above, shall be waived. All deinstallation and removal charges for
the removal of the Hardware as set forth in Section 5.6 hereof will still be
payable. Payment of such charges shall be made as provided in Section 5.3
hereof.

6.    INDEMNIFICATION

      Introducing Broker agrees to indemnify, defend and hold Cowen and its
partners, officers, directors, employees, agents, and contractors harmless from
and against any and all losses, damages, claims, demands, liabilities,
obligations, costs and expenses of any nature (including reasonable attorneys'
fees and expenses) arising out of or based upon this Agreement or Introducing
Broker's (or any of its agents', or affiliates') use of the Service.


7.    REPRESENTATIONS AND WARRANTIES

      Each party represents and warrants that it has the authority to enter into
this Agreement and that it is not bound by any agreement, obligation or
restriction, and will not assume any obligation or restriction, which would
interfere with its obligations hereunder.

8.    ASSIGNMENT

      This Agreement may not be assigned by Introducing Broker without the prior
written consent of Cowen, which consent may be withheld by Cowen in its sole
discretion.

9.    NO WAIVER; INVALIDITY

      The waiver by any party of any provision of this Agreement or the failure
of any party to strictly enforce a provision hereof shall not constitute or be
deemed to constitute a waiver of any other provision hereof and shall not
constitute a continuing waiver unless expressly provided in writing. The
invalidity or unenforceability of any provision hereof shall not effect the
validity or enforceability of any other provision.

10.   SURVIVAL OF CERTAIN PROVISIONS

      The provisions of Sections 4, 5 and 6 shall survive the termination of
this Agreement.

11.   NO AGENCY STATUS

      Neither the Introducing Broker nor any of its affiliates, agents,
employees or representatives shall be deemed agents or legal representatives of
Cowen. Nothing contained in this Agreement shall be interpreted as constituting
either party as the joint venture partner of the

                                      5

<PAGE>
other party or as conferring upon either party the power or authority to bind
the other party in any transaction with third parties.

12.   FORCE MAJEURE

      Those obligations of the affected party which allegedly cannot be met due
to force majeure, and only those obligations, shall be suspended during the
continuance of the force majeure occurrence, and the inability to perform such
obligations shall not be a breach of this Agreement; provided, however that the
party availing itself of force majeure shall continue to exercise all due
diligence to overcome the inability. As used herein, "force majeure" shall mean
causes beyond the reasonable control of a party without its failure or
negligence including, but not limited to, acts of God; accident; war; fire;
lockout, strike or labor dispute; riot or civil commotion; act of public enemy;
enactment, rule, order or act of civil or military authority; acts or omissions
of the other party; judicial action; inability to secure adequate materials,
labor, or facilities; defaults of subcontractors or suppliers; or the inability
of carriers to make scheduled deliveries.

13.   ARBITRATION

      Any controversy arising out of this Agreement, or the interpretation or
enforcement thereof, shall be submitted to arbitration as provided in the
Clearing Agreement.

14.   ACCESS TO PREMISES

      Introducing Broker will allow authorized Cowen employees and/or their
authorized representatives access to its premises at all reasonable times in
order to install, inspect, maintain, repair, replace or remove all or part of
the Service or applicable Hardware, if any.

15.   GENERAL PROVISIONS

      15.1 This Agreement constitutes the entire understanding between the
parties concerning any or all of the subject matter hereof and supersedes any
prior agreements or understandings, whether written or oral.

      15.2 This Agreement may not be amended except in a writing executed by
both parties.

      15.3 This Agreement and the rights and obligations of the parties
hereunder shall be governed by and interpreted, construed and enforced in
accordance with the internal laws of the State of New York without regard to
conflicts of laws principles thereof.

      15.4 Except as may be amended hereby, the terms of the Clearing Agreement
(and any other amendment or addendum thereto) shall remain in full force and
effect. In case of any inconsistency between this Amendment and the Clearing
Agreement (or any other amendment or addendum thereto), the provisions of this
Amendment shall control. All terms used herein shall have the meaning set forth
in the Clearing Agreement except where the context clearly requires otherwise.

                                      6

<PAGE>
      15.5 The headings of the Sections in this Agreement are inserted for
convenience of reference only and are not intended to form a part or affect the
meaning of this Agreement.

16.   COUNTERPARTS

      This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.

      If the above accurately reflects our agreement, please so indicate by
executing and returning this document to our attention.


Harris, Webb & Garrison, Inc.                   COWEN & COMPANY


By: _____________________________               By: Cowen Incorporated, General
      (Authorized Signatory)                        Partner

Name: _________________________

Title: ________________________
                                                 By: __________________________
                                                      Armand Keim
                                                      Managing Director



                                      7

<PAGE>
                        ADDENDUM TO CLEARING AGREEMENT


      WHEREAS, the undersigned are parties to a clearing agreement (the
"Clearing Agreement") which provides for Cowen & Company ("Cowen") to provide
clearing services with respect to accounts introduced to it by the undersigned
Introducing Broker ("Introducing Broker"); and

      WHEREAS, introducing Broker may wish to act as a prime broker and/or an
executing broker as such terms are defined in a certain letter from the Division
of Market Regulation of the Securities and Exchange Commission dated January 25,
1994 (the "No-Action Letter") which established certain requirements for the
maintenance of a prime brokerage arrangement; and

      WHEREAS, Cowen and Introducing Broker wish to establish their respective
obligations and responsibilities in connection with such prime brokerage
arrangements as required by the No- Action Letter;

      NOW, THEREFORE, in consideration of their mutual covenants the parties
agree as follows:

            1.    All terms used herein which are defined in the Clearing
                  Agreement or the No-Action Letter shall have the meanings set
                  forth therein.

            2. Introducing Broker agrees as follows:

                  (a)   Introducing Broker shall notify Cowen in writing of each
                        account as to which it intends to act as a prime broker
                        or an executing broker in a prime brokerage arrangement
                        (individually, an "Account", and together, the
                        "Accounts"). The beneficial owner of an Account shall be
                        referred to herein as the "Customer", Introducing Broker
                        agrees that no transactions may be executed for an
                        Account unless Cowen has entered into the required
                        agreements with the Customer and the prime or executing
                        broker for the Customer as appropriate.

                  (b)   Introducing Broker has sale responsibility to "know its
                        customers" and to properly supervise its own employees
                        and the Accounts. introducing Broker shall obtain
                        necessary documents with respect to the Accounts and
                        shall conduct its own credit checks.

                  (c)   If Introducing Broker acts as an executing broker, prior
                        to affecting a short sale for any Account, Introducing
                        Broker shall confirm with Cowen that securities are
                        available for borrowing, or shall advise Cowen of any
                        arrangements made for such borrowing by or on behalf of
                        the Customer, and shall otherwise comply with all
                        applicable requirements for effecting short sales.


                                      1

<PAGE>
                  (d)   If Introducing Broker acts as an executing broker, in
                        the event of any execution error or discrepancy between
                        a trade as executed and as recorded in the Customer's
                        account with the prime broker, introducing Broker shall
                        be responsible for correcting or resolving such error or
                        discrepancy by such time on the next business day after
                        trade date as Cowen shall reasonably require,
                        Introducing Broker shall indemnify and hold Cowen
                        harmless from and against any and all loss, liability,
                        damage, claim or expense (including legal fees and
                        expenses) arising out of or relating to any such error
                        or discrepancy unless such error was caused by the
                        negligent, reckless, or fraudulent actions of Cowen.

                  (e)   Except as may be inconsistent with the prime brokerage
                        arrangements, each Account shall be treated in all
                        respects as an Introduced Account under the clearing
                        Agreement.

                  (f)   If Introducing Broker acts as a prime broker,
                        Introducing Broker shall indemnify and hold Cowen
                        harmless from and against any and all loss, liability,
                        damage, claim or expense (including legal fees and
                        expenses) arising out of or relating to the performance
                        by Cowen of Introducing Broker's responsibilities as
                        prime broker unless such loss, liability, damage, claim
                        or expense was caused by the negligent, reckless or
                        fraudulent actions of Cowen.

                  (g)   In all other respects Introducing Broker agrees to act
                        in accordance with the requirements of the No-Action
                        Letter.

            3. Cowen agrees as follows:

                  (a)   If Introducing Broker acts as an executing broker, Cowen
                        will report all necessary trade information to the prime
                        broker for an Account pursuant to your instructions by
                        the morning of the next business day after trade date or
                        by such later time and day as shall be permitted by any
                        agreement between Cowen and the prime broker for an
                        Account.

                  (b)   If Introducing Broker acts as an executing broker, Cowen
                        will issue confirmations of all transactions directly to
                        the Customer or the investment adviser for the Customer,
                        as appropriate, unless it receives written instructions
                        from the Customer or adviser requesting that
                        confirmations be sent to the Customer in care of the
                        prime broker. In the event a transaction is disaffirmed
                        or "DK'd"


                                      2

<PAGE>
                        by the prime broker, Cowen will promptly send a
                        confirmation of the transaction directly to the Customer
                        or adviser, as appropriate.

                  (c)   If Introducing Broker acts as a prime broker, Cowen will
                        perform such obligations and responsibilities of the
                        prime broker as are necessary or appropriate in its
                        capacity as clearing firm for Introducing Broker.

                  (d)   In all other respects Cowen agrees to act in accordance
                        with the requirements of the No-Action Letter.

            4.    Introducing Broker agrees to obtain the execution by its
                  Customers, or the advisers therefor, of all agreements
                  regarding the prime brokerage arrangements as are required by
                  the No-Action Letter, Introducing Broker acknowledges and
                  agrees that Cowen and Introducing Broker are not permitted to
                  participate in any prime brokerage arrangement, either as
                  prime broker or executing broker, unless and until all
                  required agreements have been executed.

            5.    Except as amended or modified herein, all terms and provisions
                  of the Clearing Agreement shall remain in full force and
                  effect. To the extent that any provision hereof is
                  inconsistent with any provision of the Clearing Agreement, the
                  provisions hereof shall control.

      The parties have executed this Addendum as of the 3rd day of October,
1994.


COWEN & COMPANY
                                          ___________________________________

By:   Cowen Incorporated
      General Partner


By:  _____________________________        By:_________________________________
      Richard C. Webb                              Title:


                                      3

Source: OneCLE Business Contracts.