REVOLVING SUBORDINATED LOAN AGREEMENT

This Revolving Subordinated Loan Agreement (the "Agreement") is effective as ofthe___day of___________, 20___ by and between _________________ (the "Lender"),
and ___________________ (the "Borrower"), who mutually agree as follows:
1. (a) The term "Designated Self-Regulatory Organization" or "DSRO" shall mean the
Exchange(s) and/or other Self-Regulatory Organizations which is (are) a party to the
Joint Audit Agreement and which has (have) been designated by the Joint Audit
Committee as the Borrower's DSRO. The Borrower's DSRO is subject to change
from time to time at the Joint Audit Committee's discretion.
(b) The term "Commission" shall mean the Commodity Futures Trading Commission.
(c) The term "Capital Requirements" shall mean the rules, regulations, andrequirements of the Designated Self-Regulatory Organization which were adopted
pursuant to CFTC Regulations 1.17 and 1.52.
(d) The term "CFTC regulations" shall mean the Commodity Futures Trading
Commission's Minimum Financial Regulations.
(e) The term "Adjusted Net Capital" shall mean adjusted net capital as defined inCommodity Futures Trading Commission Regulation 1.17(c)(5).
(f) The term "Subordination Agreement" shall mean either a subordinated loan
agreement or a secured demand note agreement, as those terms are defined inCommodity Futures Trading Commission Regulation 1.17(h)(1).

2. Lender hereby agrees to lend the sum of __________________________________($_____________________) to Borrower, and Borrower agrees to borrow the said sumfrom Lender upon the terms and conditions set forth herein.

3. Lender agrees that from time to time during the term of this Agreement it shall lend atits discretion to Borrower sums which, in the aggregate principal amount outstanding at
any one time, shall not exceed _____________________________ (the "Credit").
(a) The Credit shall be a revolving credit and Borrower may, subject to the provisionsof paragraphs 7 and 8 hereof governing prepayments and repayments, request
advances, repay and reborrow amounts during the continuation of the Credit, as
Lender may in its discretion deem advisable, subject to the applicable provisions of
this Agreement. Each such revolving credit loan made hereunder (an "Advance")shall have a scheduled maturity date of ________________ ("Scheduled Maturity Date"),provided however that no Advance may be made within less than 3 (three) years from the
Scheduled Maturity Date. Each Advance shall have an initial term of at least 3 (three)
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years. All such Advances made hereunder shall be included on the schedule contained inthe "Revolving Subordinated Note" referred to in paragraph 3(c) below which scheduleby this reference is made a part hereof.
(b) This agreement shall terminate on _______________________ (the Maturity Date).
Notwithstanding the above, if any Advances made hereunder are still outstanding as of
the Maturity Date this Agreement shall continue in full force and effect with respect tosuch Advances until such Advances are repaid.
(c) The obligation of Borrower to repay the aggregate unpaid principal amount of theAdvances shall be evidenced by a single promissory note of Borrower bearing on its
face an appropriate legend stating that such note is subject to the provisions of thisAgreement, which shall be adequately referred to and incorporated herein (the"Revolving Subordinated Note"). The Revolving Subordinated Note shall be insubstantially the form attached hereto as Exhibit A, with blanks appropriately
completed, payable to the order of the Lender in a face amount equal to the Credit,
bearing interest as set forth in paragraph 3(d) hereof. The Revolving SubordinatedNote shall be dated, and shall be delivered to Lender, on the date of the execution
and delivery of this Agreement by Borrower. Lender shall, and is hereby authorized
by Borrower to, endorse on the schedule contained on the Revolving SubordinatedNote, or on a continuation of such schedule attached thereto and made a part thereof
and hereof, appropriate notations regarding the Advances evidenced by the
Revolving Subordinated Note as specifically provided therein; provided, however,that the failure to make, or error in making, any such notation shall not limit orotherwise affect the obligations of Borrower hereunder or under the Revolving
Subordinated Note.
(d) The unpaid principal amount of an Advance shall bear interest prior to its Scheduled
Maturity Date at the prevailing market rate as agreed upon between the Lender andBorrower at the time of the Advance and reset monthly during the term of the Advance.
Interest prior to the Scheduled Maturity Date shall be payable monthly on the last day ofeach calendar month commencing with the first of such dates to occur after the datehereof and continuing until the Scheduled Maturity Date. After the Scheduled Maturity
Date, the unpaid principal amount of the Advance shall bear interest until paid at the rateagreed upon between the Lender and the Borrower . All interest shall be computed on thebasis of a year consisting of 365 days and paid for the actual number of days elapsed.
(e) Notwithstanding any term hereof to the contrary, Lender reserves the right to makeany Advance hereunder in its sole and absolute discretion. It is expressly
understood and agreed by Borrower and each of its successors and permitted assigns
that nothing herein creates any liability on Lender, its successors and permitted
assigns to make any Advance.
(f) Whenever Borrower desires Lender to make an Advance, it shall give written noticeto the Lender (with a copy to the DSRO) of such Advance, setting forth the amountof the Advance and the date on which such Advance is to be made.
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4. The Lender hereby subordinates any right to receive any payment with respect to thisAgreement, together with accrued interest or compensation, to the prior payment orprovision for payment in full of all claims of all present and future creditors of the
Borrower arising out of any matter occurring prior to the Maturity Date, except for claims
which are the subject of subordination agreements which rank on the same priority as orare junior to the claim of the Lender under this Agreement.

5. The proceeds of this Agreement shall be used and dealt with by the Borrower as part ofits capital and shall be subject to the risks of its business.

6. The Borrower shall have the right to deposit any cash proceeds of this subordinatedloan agreement in an account or accounts in its own name in any bank or trust company.

7. Borrower, at its option, but not at the option of Lender, may make a payment of all or
any portion of the Credit prior to the scheduled Maturity Date (hereinafter referred to as a"Prepayment"). No Prepayment of any Advance may be made before the expiration of
one year from the date the Advance becomes effective. No Prepayment shall be made if,
after giving effect thereto (and to all payments of payment obligations under any othersubordination agreements then outstanding, the maturity or accelerated maturities ofwhich are scheduled to fall due within six months after the date such Prepayment is tooccur pursuant to this provision, or on or prior to the date on which the payment
obligation with respect to such Prepayment is scheduled to mature disregarding thisprovision, whichever date is earlier) without reference to any projected profit or loss of
the Borrower, the Adjusted Net Capital of the Borrower is less than the greatest of : (1)120% of the appropriate minimum dollar amount required by CFTC Regulations; or, (2)120% of the firm’s risk based capital requirement calculated in accordance with CFTC
Regulations; or (3) if the Borrower is a securities broker or dealer, the amount of net
capital specified in Rule 15c3-1d(b)(7) of the Regulations of the Securities and Exchange
Commission [17C.F.R.240.15c3-1d(b)(7)]; or (4) the minimum capital requirement as
defined by the DSRO. Notwithstanding the above, no Prepayment shall occur without theprior written approval of the Designated Self-Regulatory Organization.
8. (a) The payment obligation of the Borrower in respect of this Agreement shall besuspended and shall not mature if, after giving effect to payment of such payment
obligation (and to all payments of payment obligations of the Borrower under any
other subordination agreements then outstanding which are scheduled to mature on
or before such payment obligation), the Adjusted Net Capital of the Borrower would
be less than the greatest of: (1) 120% of the appropriate minimum dollar amount requiredby CFTC Regulations; or, (2) 120% of the firm’s risk based capital requirement
calculated in accordance with CFTC Regulations; or, (3) if the Borrower is a securities
broker or dealer, the amount of net capital specified in Rule 15c3-1d(b)(8)(i) of the
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Regulations of the Securities and Exchange Commission, [17C.F.R. 240.15c31d(b)(8)(i)]; or, (4) the minimum capital requirement as defined by the DSRO. [Provided
that if the payment obligation of the Borrower hereunder does not mature and issuspended as a result of the requirements of this paragraph for a period of not less thansix months, the Borrower shall then commence the rapid and orderly liquidation of its
entire business, but the right of the Lender to receive payment, together with accrued
interest or compensation shall remain subordinate as required by the provisions of thisAgreement.](b) In the event the Borrower is required to commence a rapid and orderly liquidation,as permitted in paragraph 8(a), the date on which the liquidation commences shallbe the maturity date for any subordination agreement of the Borrower thenoutstanding, but the rights of the respective lenders to receive payment, together
with accrued interest or compensation, shall remain subordinate as required by theprovisions of such agreements.
9. No default in the payment of interest or in the performance of any covenant orcondition of this Agreement or any note or notes made hereunder shall have the effect ofaccelerating the date on which the Borrower's payment obligation is scheduled to mature.
10. Notwithstanding the provisions of paragraph 8 of this Agreement, the payment
obligation of the Borrower with respect to this Agreement, together with accrued interest
and compensation, shall mature in the event of any receivership, insolvency, liquidation
pursuant to the Securities Investor Protection Act of 1970 or otherwise, bankruptcy,
assignment for the benefit of creditors, reorganization whether or not pursuant to thebankruptcy laws, or any other marshalling of the assets and liabilities of the Borrower,
but the right of the Lender to receive payment, together with accrued interest orcompensation, shall remain subordinate as required by the provisions of this Agreement.

11. The Borrower shall immediately notify the Designated Self-Regulatory Organizationand the Commission if, after giving effect to all payments of payment obligations undersubordination agreements then outstanding which are then due or mature within thefollowing six months without reference to any projected profit or loss of the Borrower, its
adjusted net capital would be less than the greatest of: (1) 120% of the appropriate
minimum dollar amount required by CFTC Regulations; or, (2) 120% of the firm’s risk
based capital requirement calculated in accordance with CFTC Regulations; or, (3) if
Borrower is a securities broker or dealer, the amount of net capital specified in Rule15c3-1d(c)(2) of the Regulations of the Securities and Exchange Commission,[17C.F.R.240.15c3-1d(c)(2]; or, (4) the minimum capital requirement as defined by theDSRO.

12. Neither this Agreement nor any note or other instrument made hereunder is enteredinto in reliance upon the standing of the Borrower as a member organization of any
commodity exchange or securities exchange or upon any such exchange's surveillance of
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the Borrower or its capital position. The Lender is not relying upon any such exchange toprovide any information concerning or relating to the Borrower. No such exchange has a
responsibility to disclose to the Lender any information concerning or relating to the
Borrower which it may have now or at any future time. Neither any such exchange nor
any officer or employee of any such exchange shall be liable to the Lender with respect tothis Agreement, the Indebtedness, the repayment thereof, any interest or compensation
thereon or any damages resulting from the breach of this Agreement. Neither the
Designated Self-Regulatory Organization nor the Commission is a guarantor of thisAgreement.

13. This Agreement shall be binding upon the Lender and the Borrower and theirrespective, heirs, executors, administrators, successors and assigns.

14. Any note or other written instrument evidencing the Credit shall bear on its face anappropriate legend stating that such note or instrument is issued subject to the provisionsof this Agreement, which shall be adequately referred to and incorporated by reference
herein.

15. This Agreement shall not be subject to cancellation by either party; no payment shallbe made with respect thereto and this Agreement shall not be terminated, rescinded or
modified by mutual consent or otherwise if the effect thereof would be inconsistent with
the Capital Requirements or, if applicable, the CFTC Regulations.

16. This Agreement is governed by the laws of the State of _____________.

17. Any notice required or provided for herein shall be deemed to have been given or
received when it has been delivered in person or has been deposited, postage prepaid, by
United States certified or registered mail, addressed to the person for whom intended:(a) If for Borrower:____________________________________________________________________________________________________________________________________(b) If for Lender:____________________________________________________________________________________________________________________________________(c) If for Borrower's Designated Self-Regulatory Organization:________________________________________________________________________________________
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____________________________________________
18. This Agreement supersedes all prior agreements of the parties with respect to theCredit.

IN WITNESS WHEREOF, the parties hereto have set their hands this____________ day of _________________________, 20_____.
________________________________
Borrower__________________________________
Lender

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SUBORDINATION AGREEMENTINFORMATION STATEMENT

Name and address of Lender: ______________________________________________________________________________________________________________________________

Business relationship of lender to clearing member:_____ Officer_____ Partner_____ Stockholder_____ Other

Did the clearing member carry funds or securities for the lender at or about the time theproposed subordinated agreement was filed?
Yes _______

No _______

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Exhibit A
REVOLVING SUBORDINATED NOTE$__________(city,state)_______, 20__On or before ______ , 20__ , the undersigned, for value received hereby promises to pay
to the order of __________________________________________________________(the "Lender") at_________________________________________________________
the principal sum of ______________________________________(_______________)
or, if less, the aggregate unpaid principal amount of all advances made by the Lender tothe undersigned hereunder. The initial advance, all subsequent advances and all payments
made on account of principal shall be endorsed by the holder on the attached schedule tothis Note.

The undersigned further promises to pay to the order of the Lender monthly, on the last
day of each month hereafter, commencing on the first such date after the date hereof andcontinuing until maturity, interest on the principal sum from time to time outstanding at
the rate agreed upon between the Lender and the Borrower ; and after maturity until paid
at the rate the rate agreed upon between the Lender and the Borrower .
Interest shall be computed on the basis of a year consisting of 365 days and paid for theactual number of days elapsed.

This Note evidences indebtedness incurred under a Revolving Subordinated Loan
Agreement dated__________ (and, if amended, all amendments thereto) between theundersigned and the Lender, to which reference is hereby made for a statement of theterms and provisions, including those under which this Note may be paid prior to its due
date or its due date accelerated. As provided in said Agreement, the payment of principalof and interest on this Note is expressly subordinated to the payment of all other claims
on _________ which are not similarly subordinated.

By:___________________________

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Schedule attached to Revolving Subordinated Note dated _______ of ________________
payable to the order of_____________________________________________________

Date

Amount ofLoan Made

ScheduledInterest Maturity
Rate
Date

Amount ofPrincipal
RepaidUnpaidPrincipal
Balance

Notation
Made By________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

The aggregate unpaid principal amount shown on this schedule shall be rebuttablepresumptive evidence of the principal amount owing and unpaid on this Revolving
Subordinated Note. The failure to record the date and amount of any Revolving
Subordinated Loan on this schedule shall not, however, limit or otherwise affect the
obligations of ___________________________________________________under
the Revolving Subordinated Loan Agreement or under this Note to repay the principal
amount of the loans, together with all interest accruing thereon.

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