AMERITRADE HOLDING CORP
MASTER BROKER LOAN NOTE
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<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>c66700ex10-2.txt
<DESCRIPTION>MASTER BROKER LOAN NOTE
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                                                                    EXHIBIT 10.2



                            MASTER BROKER LOAN NOTE

                                                         Chicago, Illinois
                                                         Date: December 22, 1998

     FOR VALUE RECEIVED, ADVANCED CLEARING, INC. (the "Borrower") promises to
pay to the order of The First National Bank or Chicago (the "Bank"), in lawful
money of the United States at the office of the Bank at One First National
Plaza, Chicago, Illinois, or as the Bank may otherwise direct, the aggregate
outstanding unpaid principal amount of loans ("Loans") advanced hereunder,
together with interest as provided below.

     Except as provided in the following paragraph, each Loan hereunder shall be
due and payable on the day following the day on which the Loan is made, or
earlier, on demand by the Bank, and shall bear interest at the rate per annum
quoted to the Borrower by the Bank (each such rate a "Transaction Rate"), which
rate shall be applicable to and in effect for the day on which it is quoted.

     In addition to the Transaction Rate, the Borrower and the Bank may agree to
a fixed interest rate (each such rate a "Fixed Rate") and a specific term in
excess of one day for a Loan (a "Fixed Rate Loan") at the time of borrowing.
Each such Fixed Rate Loan shall be due and payable at the specified maturity of
such Loan, or earlier on demand by the Bank.

     Each Loan bearing interest at a Transaction Rate and each Fixed Rate Loan
not paid when due shall thereafter be payable on demand and, unless another rate
is specifically agreed to by the Bank, shall thereafter bear interest at a rate
equal to the greater of the corporate base rate of interest announced by the
Bank from time to time, changing when and as the corporate base rate changes, or
the then applicable Transaction Rate or Fixed Rate.

     On each business day of the Bank for which the Borrower desires the Bank to
make a Loan, any person authorized to borrow on behalf of the Borrower (an
"authorized person") may request by telephone a quote for an interest rate for
such Loan. If the Bank elects to offer a Loan to the Borrower and if the
Borrower elects to accept the rate at the time such rate is quoted by the Bank,
then the Bank shall make a Loan at the stipulated rate on such day. Any
authorized person may request a Loan or an interest rate quote hereunder and
give the Bank information relevant to such Loan by telephone or telex. The
Borrower agrees that, in implementing this arrangement, the Bank is authorized
to honor requests which it believes, in good faith, to emanate from an
authorized person acting pursuant to this note, whether in fact that be the
case or not. The Borrower will confirm the terms of each Loan by mailing a
confirmation letter to the Bank signed by an authorized person.

     Each payment of principal hereunder shall be made in immediately available
funds (or clearinghouse funds if the Loan was made in clearinghouse funds).
Interest on all Loans shall be due and payable in immediately available funds on
the last day of each month during which a
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Loan is outstanding. If any payment shall become due and payable on a
Saturday, Sunday or legal holiday under the laws of Illinois, such payment shall
be made on the next succeeding business day in Illinois and any such extended
time of the payment of principal shall be included in computing interest at the
rate this note bears in connection with such payment. All interest hereunder
shall be computed for the actual numbers of days elapsed on a 360-day year
basis.

     Fixed Rate Loans may be prepaid prior to the agreed maturity thereof only
upon payment to the Bank of all loss or cost to the Bank resulting from such
prepayment, including, without limitation, any loss or cost in liquidating or
employing deposits acquired to fund or maintain any such Fixed Rate Loan.

     The Bank shall record Loans, maturities, repayments, interest rates and
payment dates on the Bank's books and records in accordance with the Bank's
usual practices. The entries of the Bank in such books and records shall be
prima facie evidence of the terms of each Loan; provided, however, that any
error by the Bank in the making of such entries shall not in any manner affect
the obligation of the Borrower to pay the principal of and interest on each Loan
in accordance with its terms. The Borrower hereby authorizes the Bank to deposit
the proceeds of Loans to, and to charge payments of principal and interest
against, the Borrower's deposit account with the Bank or as otherwise requested
by the Borrower. All Loans shall be made by the Bank in immediately available
funds unless the Borrower specifically requests clearinghouse funds when any
such Loan is requested.

     This note is secured pursuant to the Broker Loan Pledge and Security
Agreement, dated as of December 22, 1998 (as amended or modified and in effect
from time to time, the "Security Agreement"), among the Borrower, the lenders
party thereto and the Bank, as collateral agent.

     Nothing in this note shall constitute a commitment to make Loans to the
Borrower. The Borrower expressly waives any presentment, demand, protest or
notice in connection with this note now, or hereafter, required by applicable
law and agrees to pay all costs and expenses of collection.

     This note shall be governed by the internal laws (and not the law of
conflicts) of the State of Illinois, giving effect, however, to federal laws
applicable to national banks.


                                            ADVANCED CLEARING, INC.


                                            By:    William T. Yates
                                               --------------------------
                                            Name:  VP & Controller
                                                 ------------------------
                                            Title: William T. Yates
                                                  -----------------------

                                      -2-

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