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EXHIBIT 2.6


                 AMENDMENT NO. 2 TO INTEREST PURCHASE AGREEMENT


         Pursuant to Section 11.2 of the Interest Purchase Agreement (the
"Agreement"), dated as of February 13, 2001, by and among Ameritrade Holding
Corporation, a Delaware corporation, Fortradecast L Partners, L.P., a Texas
limited partnership, and Fortradecast S Partners, L.P., a Texas limited
partnership, and in consideration of the mutual promises made in the Agreement
and this Amendment, the parties thereto agree that the terms of the Agreement
are amended as set forth herein.

         1. The definition of "Earn-Out Shares" set forth in Section 1.1 of the
            Agreement is hereby deleted in its entirety and replaced with the
            following:

            "Earn-Out Shares" shall mean 712,500 Shares.

         2. The definitions of "B2B Shares", "B2C Shares", "Net Revenue Shares"
            and "Pretax Profits Shares" set forth in Section 1.1 of the
            Agreement are hereby amended by deleting the number "187,500" and
            replacing it with the number "178,125".

         3. The definitions of "Net Revenue Shares" and "Pretax Profits Shares"
            set forth in Section 1.1 of the Agreement are hereby amended by
            deleting the number "93,750" and replacing it with the number
            "89,062".

         4. The definition of "Total Shares" set forth in Section 1.1 of the
            Agreement is hereby deleted in its entirety and replaced with the
            following:

            "Total Shares" shall mean 8,212,500 Shares.

         5. Article V of the Agreement is hereby amended by adding the following
            as a new Section 5.11:

            "5.11  Jones Employment Agreement.

                   (a) Within thirty (30) days after the Closing Date, Purchaser
            shall use all commercially reasonable efforts to negotiate an
            amendment to the Employment Agreement, dated January 1, 2000,
            between TradeCast Investments and Kenneth R. Jones, which amendment
            shall provide for a bonus in an amount up to 37,500 Shares payable
            to Mr. Jones in accordance with the same criteria used to determine
            whether Accrued Earn-Out Shares shall be payable to Sellers and
            Stockholders. Such bonus shall be payable to Mr. Jones upon the
            later to occur of (i) the date eighteen (18) months after the
            Closing Date and (ii) five (5) Business Days after the Earn-Out
            Statement becomes final and binding in accordance with Section 2.4.
            The bonus shall be paid to Mr. Jones only if he is employed by
            TradeCast Investments or its Affiliates on the date eighteen (18)
            months after the Closing Date.
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                   (b) In the event that Purchaser and Mr. Jones do not for any
            reason execute the amendment prior to thirty (30) days after the
            Closing Date, or if Mr. Jones is not employed by TradeCast
            Investments or its Affiliates on the date eighteen (18) months after
            the Closing Date, then Purchaser shall add to the 178,125 Shares an
            additional 9,375 Shares in the definitions of "B2B Shares", "B2C
            Shares", "Net Revenue Shares" and "Pretax Profits Shares" set forth
            in Section 1.1 of the Agreement and add to the 89,062 Shares an
            additional 4,688 Shares in the definitions of "Net Revenue Shares"
            and "Pretax Profits Shares" set forth in Section 1.1 of the
            Agreement, in each case when computing the Accrued Earn-Out Shares,
            and shall deliver to Sellers and Stockholders certificates
            representing the difference between the Accrued Earn-Out Shares that
            Sellers and Stockholders would be entitled to pursuant to Section
            2.2(d) using such revised definitions and the number of Accrued
            Earn-Out Shares delivered to Sellers and Stockholders by the Escrow
            Agent pursuant to Section 2.2(d)."

         6. All capitalized terms used herein and not defined in this Amendment
            shall have the same meaning as set forth in the Agreement.

         7. The provisions of the Agreement, as amended hereby, shall remain in
            full force and effect in accordance with its terms.

         8. This Amendment shall be governed by and construed in accordance with
            the internal laws of the State of Delaware without giving effect to
            the principles of conflicts of law thereof.

         9. This Amendment may be executed in two or more counterparts, each of
            which shall for all purposes be deemed to be an original and all of
            which shall constitute the same instrument.



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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to the Purchase Agreement to be executed and delivered on this 30th day of
March, 2001.



                                        AMERITRADE HOLDING CORPORATION


                                        By: /s/ James M. Ditmore
                                           -------------------------------------
                                        Name:
                                        Title:


                                        FORTRADECAST L PARTNERS, L.P.


                                        By: KCE, L.P.
                                        Its: General Partner


                                                 By: KCE Genpar, LLC
                                                 Its: General Partner


                                                 By: /s/ William P. Hallman, Jr.
                                                    ----------------------------
                                                 Name:
                                                 Title:



                                        FORTRADECAST S PARTNERS, L.P.


                                        By: Carmel Land & Cattle Co., L.P.
                                        Its: General Partner


                                                 By: Carmel Genpar, LLC
                                                 Its: General Partner


                                                 By: /s/ William P. Hallman, Jr.
                                                    ----------------------------
                                                 Name:
                                                 Title: