pebble_s1-ex1001.htm


    Exhibit 10.01

     

    Risk
Disclosure Statement

    for
Futures and Options

    
      


      This
brief statement does not disclose all of the risks and other significant aspects
of trading in futures and options. In light of the risks, you should undertake
such transactions only if you understand the nature of the contracts (and
contractual relationships) into which you are entering and the extent of your
exposure to risk. Trading in futures and options is not suitable for many
members of the public. You should carefully consider whether trading is
appropriate for you in light of your experience, objectives, financial resources
and other relevant circumstances.

       

      Futures

      1. Effect
of "Leverage" or "Gearing"

      Transactions
in futures carry a high degree of risk. The amount of initial margin is small
relative to the value of the futures contract so that transactions are
'leveraged" or "geared." A relatively small market movement will have a
proportionately larger impact on the funds you have deposited or will have to
deposit: this may work against you as well as for you. You may sustain a total
loss of initial margin funds and any additional funds deposited with the firm to
maintain your position. If the market moves against your position or margin
levels are increased, you may be called upon to pay substantial additional funds
on short notice to maintain your position. If you fail to comply with a request
for additional funds within the time prescribed, your position may be liquidated
at a loss and you will be liable for any resulting deficit.

       

      2. Risk-reducing
orders or strategies

      The
placing of certain orders (e.g. "stop-loss" orders, where permitted under local
law, or "stop-limit" orders) which are intended to limit losses to certain
amounts may not be effective because market conditions may make it impossible to
execute such orders. Strategies using combinations of positions, such as
"spread" and "straddle" positions may be as risky as taking simple "long" or
"short" positions.

       

      Options

      3. Variable
degree of risk

      Transactions
in options carry a high degree of risk. Purchasers and sellers of options should
familiarize themselves with the type of option (i.e. put or call) which they
contemplate trading and the associated risks. You should calculate the extent to
which the value of the options must increase for your position to become
profitable, taking into account the premium and all transaction
costs.

       

      The
purchaser of options may offset or exercise the options or allow the options to
expire. The exercise of an option results either in a cash settlement or in the
purchaser acquiring or delivering the underlying interest. If the option is on a
future, the purchaser will acquire a futures position with associated
liabilities for margin (see the section on Futures above). If the purchased
options expire worthless, you will suffer a total loss of your investment which
will consist of the option premium plus transaction costs, If you are
contemplating purchasing deep-out-of the-money options, you should be aware that
the chance of such options becoming profitable ordinarily is
remote.

       

      Selling
(Writing" or "granting") an option generally entails considerably greater risk
than purchasing options. Although the premium received by the seller is fixed,
the seller may sustain a loss well in excess of that amount. The seller will be
liable for additional margin to maintain the position if the market moves
unfavorably. The seller will also be exposed to the risk of the purchaser
exercising the option and the seller will be obligated to either settle the
option in cash or to acquire or deliver the underlying interest. If the option
is on a future, the seller will acquire a position in a future with associated
liabilities for margin (see the section on Futures above). If the option is
"covered" by the seller holding a corresponding position in the underlying
interest or a future or another option, the risk may be reduced. If the option
is not covered, the risk of loss can be unlimited.

       

      Certain
exchanges in some jurisdictions permit deferred payment of the option premium,
exposing the purchaser to liability for margin payments not exceeding the amount
of the premium. The purchaser is still subject to the risk of losing the premium
and transaction costs. When the option is exercised or expires, the purchaser is
responsible for any unpaid premium outstanding at that time.

       

      Additional
risks common to futures and options

      4. Terms
and conditions of contracts

      You
should ask the firm with which you deal about the terms and conditions of the
specific futures or options which you are trading and associated obligations
(e.g., the circumstances under which you may become obligated to make or take
delivery of the underlying interest of a futures contract and, in respect to
options, expiration dates and restrictions on the time for exercise). Under
certain circumstances the specifications of outstanding
contracts (including the exercise price of an option) may be modified by the
exchange or clearing house to reflect changes in the underlying
interest.

       

      5. Suspension
or restriction of trading and pricing relationships

      Market
conditions (e.g. illiquidity) and/or the operation of the rules of certain
markets (e.g. the suspension of trading in any contract or contract month
because of price limits or "circuit breakers") may increase the risk of loss by
making it difficult or impossible to effect transactions or liquidate/offset
positions. If you have sold options, this may increase the risk of
loss.

       

      Further,
normal pricing relationships between the underlying interest and the future, and
the underlying interest and the option may not exist. This can occur when, for
example, the futures contract underlying the option is subject to price limits
while the option is not. The absence of an underlying reference price may make
it difficult to judge "fair" value.

       

      6. Deposited
cash and property

      You
should familiarize yourself with the protections accorded money or other
property you deposit for domestic and foreign transactions, particularly in the
event of a firm insolvency or bankruptcy. The extent to which you may recover
your money or property may be governed by specific legislation or local rules.
In some jurisdictions, property which had been specifically identifiable as your
own will be pro-rated in the same manner as cash for purposes of distribution in
the event of a shortfall.

       

      7. Commission
and other charges

      Before
you begin to trade, you should obtain a clear explanation of all commission,
fees and other charges for which you will be liable. These charges will affect
your net profit (if any) or increase your loss.

       

      8. Transactions
in other jurisdictions

      Transactions
on markets in other jurisdictions, including markets formally linked to a
domestic market, may expose you to additional risk. Such markets may be subject
to regulation which may offer different or diminished investor protection.
Before you trade you should inquire about any rules relevant to your particular
transactions. Your local regulatory authority will be unable to compel the
enforcement of the rules of regulatory authorities or markets in other
jurisdictions where your transactions have been effected. You should ask the
firm with which you deal for details about the types of redress available in
both your home jurisdiction and other relevant jurisdictions before you start to
trade.

       

      9. Currency
risks

      The
profit or loss in transactions in foreign currency denominated contracts
(whether they are traded in your own or another jurisdiction) will be affected
by fluctuations in currency rates where there is a need to convert from the
currency denomination of the contract to another currency.

       

      10. Trading
facilities

      Most
open-outcry and electronic trading facilities are supported by computer-based
component systems for the order routing, execution, matching, registration or
clearing of trades. As with all facilities and systems, they are vulnerable to
temporary disruption or failure. Your ability to recover certain losses may be
subject to limits on liability imposed by the system provider, the market, the
clearinghouse and/or member firms. Such limits may vary: you should ask the firm
with which you deal for details in this respect.

       

      11. Electronic
trading

      Trading
on an electronic trading system may differ not only from trading in an open-
outcry market but also from trading on other electronic trading systems. If you
undertake transactions on an electronic trading system, you will be exposed to
risks associated with the system including the failure of hardware and software.
The result of any system failure may be that your order is either not executed
according to your instructions or is not executed at all.

       

      12. Off-exchange
transactions

      In some
jurisdictions, and only then in restricted circumstances, firms are permitted to
effect off-exchange transactions. The firm with which you deal may be acting as
your counterparty to the transaction. It may be difficult or impossible to
liquidate an existing position, to assess the value, to determine a firm price
or to assess the exposure to risk, For these reasons, these transactions may
involve increased risks. Off-exchange transactions may be less regulated or
subject to a separate regulatory regime. Before you undertake such transactions,
you should familiarize yourself with applicable rules and attendant
risks.

       

      I hereby acknowledge that I have
received and understood this risk disclosure statement. 

      NOTE TWO (2) AUTHORIZED
SIGNATURES ARE REQUIRED ON BEHALF OF ACCOUNT OWNER

       

      

       

       

      
        
          
          

        

        
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    Futures
Account Application

    Corporate
/ Limited Liability Company 

    Partnership
/ Trust

     

    
      This Account Application and Agreement, together with all of the
agreements, acknowledgments, representations, warranties, notices, disclaimers
and assumptions of risk which it contains or incorporates by reference to other
documents that are part of this application package, as any of the foregoing may
from time to time be modified or amended by TradeStation Securities, Inc. by
posting any such modifications or amendments on the www.tradestation.com Web site (the "Web Site"), or by e-mail,
postcard, regular mail or by any other reasonable method of notice to you
(collectively, the 'Agreement"), sets forth your agreement with TradeStation
Securities, Inc. ("TradeStation Securities") and its affiliates, including, but
not limited to, TradeStation Technologies, Inc., and its clearing firm(s),
including, but not necessary limited to, R.J. O'Brien and Associates, Inc.
("RJO"). Your access to and use of your account, and the services provided by
TradeStation Securities, and all services provided by its affiliates and its
clearing firm(s), are subject to this Agreement (or the applicable portion
thereof). PLEASE READ ALL DOCUMENTS CAREFULLY. The Agreement, including each
document that is a part thereof, constitutes a legally binding commitment made
by you in favor of TradeStation Securities, its affiliates and its clearing
firm(s).

      

       

       

      
        
          
          

        

        
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    Futures
Account Application

    Corporate
/ Limited Liability Company 

    Partnership
/ Trust

    


    TradeStation
Platform

     

     

    þBase Platform
Fee...............................$299.95 per month

     

    The Base Platform Fee is for the access
you will be given to the TradeStation
electronic trading
platform, and will be charged as soon as you are offered access, which typically occurs at or shortly
after funding of your brokerage account. In addition to the trading software,
you will receive access to the TradeStation Network's centralized historical database,
delayed data for all major Equities exchanges and U.S. Futures Exchanges, and
streaming news. Equities accounts trading 250,000 or more shares in the previous
calendar month, Options accounts executing 2,500 or more contracts in the
previous calendar month, Futures accounts trading 500 or more round-turn contracts or 1,000
or more round-turn Security Futures contracts in the previous calendar month,
Forex accounts executing 10 or more round- turn lots or 100 or more round-turn
mini lots in the previous calendar month, and Securities, Options, Forex or
Futures accounts with a balance of $1 million or more on the last day of the
previous calendar month, shall not be charged the Base Platform Fee, or
RadarScreen' or OptionStation' monthly fees (if applicable), in the following month. If you
already have a TradeStation Securities brokerage account and are receiving data
services through the TradeStation
platform, you will not be charged an additional Base Platform Fee or data fees
for any new accounts you open that are linked to the TradeStation platform or
those data services. If you do not have a TradeStation Securities brokerage
account, you
will be asked to choose the optional real-time exchange data you would like to
receive when you log on for the first time.

     

    Includes
OptionStation'' and RadarScreere — a $120 per month value.

     

    The Account Owner hereby requests,
and acknowledges and agrees, that this account be established as a margin
account, whether or not
margin is used, unless otherwise prohibited or unless either TradeStation
Securities or its clearing firm, solely in its discretion, otherwise decides.
The
Account Owner represents and agrees that, unless the Account Owner has executed
and delivered to you the Hedge
Agreement included in this Application Booklet, the activity in this account
shall be speculative and
high-risk in nature with the objective of
short-term trading
profits. The
Account Owner represents that it has the financial ability to withstand a total
loss of all the capital placed in this account. The Account
Owner is familiar with direct-access trading and market depth display systems
and has experience with intra-day trading. The Account Owner hereby authorizes
TradeStation Securities to charge this account for the monthly Base Platform Fee
and all additional services checked above. The Account Owner understands that prices, costs, terms
and conditions are subject to change at any time and from time to time, and that
any offer, statement or
other communication the Account Owner receives from you about any product or
service should be read and understood with that in
mind.

     

    The
Account Owner understands and agrees that this Agreement includes, in addition
to all of the terms, conditions and selections set forth above, the following
three agreements. By signing below, the Account Owner understands, acknowledges
and agrees that the Account Owner is executing and delivering each of those
agreements to TradeStation Securities and to any other party to any of such
agreement, and that the Account Owner is legally bound to each such agreement,
and all of the terms and conditions above, to the same extent the Account Owner
would be if each such agreement, term and condition was individually signed by
the Account Owner and delivered to TradeStation Securities (or its affiliate or
its clearing firm) in person. Those three agreements are:

     

    
      	
            	
              ·

            	
                  Account
      Agreement with TradeStation
Securities

            


    

     

    
      
        	
              	
                ·

              	
                Subscription
      Agreement with TradeStation Technologies, Inc., an affiliate of
      TradeStation Securities. (Account Owner understands that this Subscription
      Agreement is between Account Owner and TradeStation
      Technologies.)

              


      

    

     

    
      
        	
              	
                ·

              	
                Account
      Agreement with R.J. O'Brien and Associates, Inc. (Account Owner
      understands that this Account Agreement is between Account Owner and
      RJO.)

              


      

    

     

    The Account Owner
represents to TradeStation Securities (and its affiliates and clearing firms)
that the Account Owner has read and understood each
and every provision of each and every document that is part of the Agreement,
including, but not limited to, the three agreements
listed above, including the Account Owner's acceptance of electronic trade
confirmations, account statements, tax
documents and related notices as set forth in Section 40 of the TradeStation
Securities Account Agreement. The Account Owner further
represents to TradeStation Securities (and its affiliates) that the Account
Owner has visited the Web Site and has fully read and understood each of the following
documents ("Documents"), all of which, together with the TradeStation Securities
Account Agreement and TradeStation Technologies Subscription Agreement, are
accessible at the bottom of the home page of the Web Site and at the bottom of
nearly every other page of the Web Site:

     

    
      	
              ·  Important
      Information

            	
              ·  Risk
      Disclosure Statement For Futures and Futures Options

            
	
              ·  Notice
      to Online Traders

            	
              ·  Exercise
      and Assignment Policy for Futures Options

            
	
              ·  Risks
      of Active Trading

            	
              ·  Risk
      Disclosure Statement For Security Futures Contracts

            
	
              ·  Margin
      Disclosure Statement

            	
              ·  Trading
      and Order Routing Disclosure Statement for Futures
  Trades

            
	
              ·  Anti-Money
      Laundering Requirements

            	
              ·  New
      York Board of Trade Electronic Order Routing Systems Disclosure
      Statement

            
	
              ·  Privacy
      Policy

            	
              ·  Business
      Continuity Plan Disclosure

            
	 
      	
              ·  Web
      Site User Agreement, Disclaimer and Certain Legal
  Notices

            


    

     

    The
Account Owner understands, acknowledges and agrees that each disclaimer of
liability by TradeStation Securities (on its own behalf and on behalf of its
affiliates, clearing firms, vendors, suppliers, agents and other service
providers), each assumption of risk by the Account Owner as client, customer or
user, and each representation, warranty, covenant, obligation and agreement made
or undertaken by the Account Owner as client, customer or user which is
contained in any of the Documents, is part of this Agreement, and is as binding
on the Account Owner, and creates estoppel and affirmative defenses against the
Account Owner, to the same extent as would be the case if each of such Documents
was individually signed by the Account Owner and delivered to TradeStation
Securities in person. The Account Owner also understands, acknowledges and
agrees that TradeStation Securities is an express third-party beneficiary of the
TradeStation Technologies Subscription Agreement and the RJO Account Agreement
and may exercise all rights, remedies, benefits and privileges conferred upon or
available to those parties under those agreements in the name and on behalf of
TradeStation Securities.

     

    
      
        
        

      

      
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    Futures
Account Application

    Corporate
/ Limited Liability Company 

    Partnership
/ Trust

     

    The
Account Owner understands and agrees that one or more of the Documents, or one
or more of the other agreements that are part of this Agreement (including the
TradeStation Securities Account Agreement, the TradeStation Technologies
Subscription Agreement and the RJO Account Agreement), may be modified or
amended and restated, or a new Document or agreement may be added (as the case
may be, a "Change"), at any time, and from time to time, as a result of changes
in legal or regulatory requirements or in TradeStation's or its affiliate's (as
applicable) sole and absolute discretion (to the extent permissible under
applicable laws, rules and regulations), and the Account Owner agrees that those
Changes shall be deemed effective with respect to the Account Owner on the
earlier of the date they are made on the Web Site and the date (if any) the
Account Owner is notified of the Changes by e-mail, postcard, regular mail or
any other reasonable method of notice. Accordingly, the Account Owner therefore
assumes the responsibility of reviewing the Documents and agreements, and this
section of the Web Site generally, on a periodic basis.

     

    The
Account Owner represents, warrants and covenants to TradeStation and its
affiliates and to RJO that any and all funds deposited, or that will be
deposited, in this account are and will be the property solely of Account Owner,
have not been and will not be solicited from any third party, and no third party
(other than the record and beneficial owners of Account Owner) have any direct
or indirect ownership or other financial or beneficial interest in those funds
or in any securities, contracts, currencies, financial instruments or other
property purchased with or through the use of such funds.

     

    Tax
Withholding Certification. Under penalty of perjury, the Account
Owner certifies that: (1) the number shown on this form is its correct taxpayer
identification number, and (2) Account Owner is not subject to backup
withholding because (a) Account Owner is exempt from backup withholding, or (b)
Account Owner has not been
notified by the Internal Revenue Service (IRS) that it is subject to backup
withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified Account Owner that it is no longer subject to backup withholding; and
(3) Account Owner is a U.S. entity. Account Owner understands that it must cross
out item 2 above if it has been notified by the IRS that it is currently subject
to backup withholding because it has failed to report all interest and dividends on
its tax return. Note:
The IRS does not require consent to any provision of this paragraph other
than
the certification required to avoid back-up withholding.

     

    IN
WITNESS WHEREOF, the undersigned, on behalf of Account Owner, with full power
and authority to bind Account Owner and intending that Account Owner be legally
bound, hereby executes and delivers this agreement, as of the date set forth
below.

     

    NOTE:
TWO (2) AUTHORIZED SIGNATURES ARE REQUIRED ON BEHALF OF ACCOUNT
OWNER

    

     

    
      
        
        

      

      
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    TradeStation
Securities

    Account
Agreement

     

    THIS
DOCUMENT IS PART OF A LEGALLY BINDING CONTRACT THAT CONTAINS REPRESENTATIONS,
OBLIGATIONS AND OTHER AGREEMENTS THAT CAN BE ENFORCED AGAINST YOU. PLEASE READ
THIS DOCUMENT VERY CAREFULLY BEFORE SIGNING THE ACCOUNT APPLICATION AND
AGREEMENT (WHICH INCORPORATES THIS ACCOUNT AGREEMENT AS A PART THEREOF). PLEASE
BE AWARE THAT EVEN THOUGH YOUR ACCOUNT IS WITH TRADESTATION SECURITIES, A
REGISTERED FUTURES COMMISSION MERCHANT, ALL CLEARING OF YOUR TRADES, CARRYING
AND CUSTODIANSHIP OF YOUR ACCOUNT ASSETS AND MARGIN LENDING IN YOUR ACCOUNT IS
PERFORMED AND PROVIDED BY R.J. O'BRIEN AND ASSOCIATES, INC.

     

    1.Parties.
The parties to this agreement are you and TradeStation Securities, Inc.
and all present or future subsidiaries or affiliates of TradeStation Securities,
Inc. that provide any trade execution, clearing, settlement or reporting or
other futures or securities brokerage services to you (each such entity is
referred to individually and collectively, as the context requires, as
"TradeStation Securities"). You agree that each entity, other than TradeStation
Securities, Inc. (who is a direct party to this agreement), which is part of
TradeStation Securities, as well as any affiliate of TradeStation Securities,
and each independent or unaffiliated clearing agent, custodian or other service
provider that TradeStation Securities may use for, or in connection with. the
execution. processing, clearing, settlement or reporting of your trades or other
brokerage services, is an express third-party beneficiary of this agreement.
However, you understand that no entity other than TradeStation Securities, Inc.,
or one that has individually entered into a contract with you (such as the
Subscription Agreement between you and our TradeStation Technologies affiliate),
is making any representation, obligation or covenant in your favor, or may in
any manner modify or amend this agreement or waive or excuse any of your
obligations. No third-party beneficiary of this agreement may directly enforce
any of its rights against you unless TradeStation Securities, Inc. expressly
consents in writing to such right of enforcement by such third-party
beneficiary, which TradeStation Securities, Inc. may do or not do in its sole
and absolute discretion.

    2.Laws,
Rules, Regulations and Indemnification. All of your transactions shall be
subject to all applicable laws, rules and regulations (collectively, "Applicable
Laws") of any state, federal, regulatory or self-regulatory statutory authority,
agency, association, commission or other body, including, without limitation,
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended. the rules and regulations of the Securities and Exchange Commission,
the Commodity Futures Trading Commission ("CFTC"), the National Futures
Association ("NFA"), the National Association of Securities Dealers ("NASD"),
the Board of Governors of the Federal Reserve System, and any exchanges,
markets. associations, or clearing houses or agencies where any transaction is
executed, or which have jurisdiction over the transaction or any of the parties
involved in the transaction. You agree to indemnify TradeStation Securities and
its employees, agents and affiliates from and against all claims (including
claims brought by you or on your behalf), including reasonable attorneys' fees
and costs, arising out of your use of any products or services provided by
TradeStation Securities or its affiliates or other acts or omissions by you or
on your behalf which violate, or conflict with, any of such applicable
laws.

    3.Services
and Fees. TradeStation Securities agrees to provide you with futures
brokerage services which generally include providing you with one or more
automated or electronic execution systems (an ''EES") and other services
(collectively, the "Services") pursuant to the terms and conditions of this
agreement, your agreement with our affiliate that provides TradeStation® trading
software technology and Internet-based market data services, and any other term
and condition that is incorporated in the Account Application and Agreement of
which this agreement is a part. Your account(s) will be charged brokerage
commissions and other tees in connection with the execution of transactions
("Execution Fees") and will or may be charged certain other fees for all other
products and services furnished to you ("Service Fees"). Execution Fees may be
changed from time to time without prior notice to you and Service Fees may be
changed from time to time upon thirty (30) days' prior written notice to you
and, in each case, you agree to be bound thereby. You understand and agree that
notice may be given by modifying the fees and rates published on the
TradeStation Securities Web site and that such modification shall constitute
written notice to you on the date such modifications first appear on the Web
site. You also agree that e-mails to you constitute written notice to you on the
date sent as long as the e-mails are sent to an e-mail address provided by you.
There are also other ways we may modify this agreement and our business
relationship, as well as other ways we may notify you, which are discussed later
in this agreement under the heading "Amendment by TradeStation; Presumptive
Receipt of Communications."

    4.Assumption
of Risk/Your Discretion. TradeStation Securities is not a full-service
brokerage. We do not engage in discretionary trading, render investment or
trading advice, financial planning services, perform or share investment
research or analysis, participate in public offerings or private placements or
make markets or deal in individual securities, commodities, futures contracts,
options or other derivative products. TradeStation Securities is an agency-only
brokerage firm the services of which consist mainly of the provision to you of a
sophisticated EES which you, as a self-directed or professional trader, may use
to make and execute your own trading decisions. Accordingly, TradeStation
Securities will not provide you with any legal, tax, accounting, investment,
trading, planning or other advice of any kind. TradeStation Securities'
employees and agents are not authorized to give you any such advice, and you
agree that you will not solicit or rely upon any such advice or purported advice
from any such employee or agent of TradeStation Securities, whether in
connection with transactions in or for any of your accounts, or otherwise. You
acknowledge and agree that if you receive any such advice or purported advice
from any employee or agent of TradeStation Securities or any of its affiliates,
it was improperly given to you, should not be relied upon, you will totally
disregard it, and, if you do not, you fully assume the risk of following or
relying upon any such advice or purported advice.

    You
further acknowledge and agree that you have independently evaluated any EES or
other Services you intend to use. You agree and acknowledge that any trading or
execution strategies or transactions designed, programmed or implemented through
any EES or any other Services provided by TradeStation Securities or its
affiliate shall be at your sole discretion and risk, regardless of any
information, examples, tutorials, user education documentation, training,
consulting services, comments, guidance, charts. indicators, graphs, simulated
performance reports, strategy techniques, or other analyses obtained in any form
from TradeStation Securities or any of its officers, directors, employees or
agents, or from accessing or using any EES or Web site. You acknowledge and
agree that the sole purposes of any of the foregoing tools and services are to
help you learn how better to use TradeStation® trading software or to help you
correctly program, test and/or automate or otherwise implement your trading
strategies or ideas. You further acknowledge and agree that while you may be
able to access through an EES investment research reports, examples of
strategies, and market data services, the availability of such information does
not constitute a recommendation to buy or sell any particular security,
commodity, contract, option or other derivative or the likelihood of success of
using any trading strategy tools. Any investment or trading decisions you make
will be based solely on your own evaluation of your financial circumstances and
investment or trading objectives.

    5.Limitations
and Restrictions. You are authorized to use the EES and other Services
and materials provided by or through TradeStation Securities for your own needs
only, and you are not authorized to resell access to any such services or
materials or to make copies of any such materials for sale to, or use by,
others. You shall not delete any copyright or other intellectual property rights
notices from any such materials. Your right to use any EES or other Services
provided by TradeStation Securities is limited to executing your own proprietary
trades. You shall be the only authorized user of any Services provided by
TradeStation Securities. All orders executed through any EES or other Services
provided to you shall be deemed authorized by you and executed with the
understanding that an actual purchase or sale is intended and that you are
unconditionally and irrevocably accepting a valid and binding legal obligation.
You agree that all purchases and sales shall be for your account in accordance
with your oral, written or electronic orders or instructions; provided, however,
you acknowledge and understand that the only valid way to place an order using
the Services is to place it through your EES or to phone-in your order live to
TradeStation Securities' trade desk. You hereby waive any and all defenses that
any such order or instruction was not in writing as may be required by the
Statute of Frauds or any Applicable Laws.

    6.Disclaimer
of Warranties. You acknowledge and agree that neither TradeStation
Securities nor its employees or agents or affiliates make any warranties or
representations with respect to any EES or other Services provided by
TradeStation Securities or its affiliates, including any related hardware,
software. communication system or any charting, technical analysis or other
trading strategy tool products, services or platforms. TRADESTATION SECURITIES'
SERVICES AND ANY INFORMATION, DATA, CHARTING, TECHNICAL ANALYSIS OR OTHER
TRADING STRATEGY TOOL PRODUCTS, SERVICES OR PLATFORMS ARE PROVIDED ON AN AS-IS,
WHERE-IS, AS-AVAILABLE BASIS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS,
IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS,
SEQUENCE, COMPLETENESS, ACCURACY OR FREEDOM FROM ERROR OR INTERRUPTION), OR ANY
IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF
PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE. YOU AGREE THAT TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAWS, TRADESTATION SECURITIES SHALL NOT HAVE ANY LIABILITY TO YOU FOR
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR INDIRECT DAMAGES OR LOSSES OF
ANY KIND, EVEN IF YOU HAVE INFORMED TRADESTATION SECURITIES OF THE POSSIBILITY
OR LIKELIHOOD OF SUCH DAMAGES OR LOSSES.

    7.
Assumption of Risk; Technical Issues or Extraordinary Events. You agree
that TradeStation Securities shall not be liable for, and you fully and
knowingly assume all risks of, and shall indemnify and hold TradeStation
Securities and its employees, officers, directors, shareholders, affiliated
companies and agents harmless from and against, any and all claims (including claims
by or through you)
or ioss(es) or other negative results, actual or perceived, caused directly or
indirectly by
any equipment or software failure, software design limitation
or flaw, software bug or virus, failure of any Internet service provider, operator error,
failure of any electronic or mechanical equipment, hardware,
communication system or other system, or any component thereof, telephone or other
interconnect problems, unauthorized access, theft, security breach, government
restriction, exchange or market regulation, suspension of trading, war,
terrorism, cyberterrorism, strike or other labor dispute. Without limitation of
the foregoing, this includes any of the foregoing conditions, items, events or
occurrences that might prevent you from utilizing, or that may limit or corrupt
the use of, any EES or other Services provided by TradeStation Securities,
including, without limitation, conditions, items, events or occurrences that
cause or result in an inability or failure to initiate, execute, cancel or
modify an order or transaction or that cause other unintended results. You
further acknowledge and agree that, except as expressly set forth in this
agreement, you will not be compensated by TradeStation Securities for any "lost
opportunity" an increase in the value of a futures contract you wished to
purchase, or a decrease in value of a futures contract you wished to sell, or
transactions you may make based on information shown or not shown to you by your
computer which was incorrect or omitted or otherwise inaccurate or delayed in
its delivery to you), even if such difficulty could have been prevented by
TradeStation Securities. To the fullest extent permitted by Applicable Laws, you
fully assume all risks related to each and every one of the foregoing items.
conditions, events and occurrences.

     

    
      
        
        

      

      
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    TradeStation
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    8.Termination,
Trading Restrictions, Liquidation. You acknowledge and agree that
TradeStation Securities may, at any time, in its sole discretion and without
prior notice, terminate your account or restrict or prohibit trading of
securities, commodities, futures contracts, options and/or other derivatives or
other property in your account for any reason. Without limitation of the breadth
of the foregoing rights, TradeStation Securities may in its sole discretion
restrict trading in your account to closing transactions only You shall, in all
such events, nevertheless remain responsible and liable for all of your
obligations and liabilities to TradeStation Securities and its affiliates under
this agreement and all other agreements, terms and conditions that are part of
the Account Application and Agreement.

    9.Automated
Trading. Automated trading functionality is designed to help you follow
or track more securities simultaneously and to assist in removing emotions from,
and to increase efficiencies In, your trading. Automated trading functionality
is not designed to allow you to leave your computer unattended. If you. or any
person you have authorized to trade your account, uses any automated trading
functionality, you hereby acknowledge and agree that there are numerous factors
that may cause the automated trading functionality to send orders that you do
not want, and/or fail to send orders that you do want (including, without
limitation, ISP failure, power failures or surges, erroneous, delayed or
out-of­sequence data, improperly designed strategies, and software or
system design limitations, flaws or errors). You hereby acknowledge and assume
all risks, both known and unknown, associated with using any automated trading
functionality and agree that it is your responsibility to understand precisely
how it works before using it, to monitor the trading activity in your account at
all times. and to immediately take corrective action when
necessary.

    10.Monitoring
and Review. It shall be your responsibility to monitor your orders and
transactions and review all confirmations, statements, notices, reports or other
communications related to any transaction ordered or executed through any EES or
other Services provided by TradeStation Securities. It shall be your obligation
to make prompt written demand to TradeStation Securities for any such item not
received.

    11.Market
or Other Data. You acknowledge and agree that each national or regional
securities and futures exchange or association asserts a proprietary interest in
all of the market or other data it furnishes to parties that disseminate its
data. YOU ACKNOWLEDGE AND AGREE THAT NEITHER TRADESTATION SECURITIES, NOR ANY
SECURITIES EXCHANGE OR ASSOCIATION OR ANY SUPPLIER OF MARKET OR OTHER DATA,
GUARANTEES THE TIMELINESS, SEQUENCE, ACCURACY COMPLETENESS, RELIABILITY OR
CONTENT OF MARKET OR OTHER INFORMATION OR MESSAGES DISSEMINATED TO BY OR THROUGH
ANY PARTY INCLUDING ANY INTERNET SERVICE PROVIDER. YOU ACKNOWLEDGE AND AGREE
THAT NEITHER TRADESTATION SECURITIES NOR ANY SECURITIES EXCHANGE OR ASSOCIATION
OR ANY OTHER SUPPLIER OF MARKET OR OTHER DATA REPRESENTS OR WARRANTS THAT THE
SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU AGREE THAT YOUR USE OF ANY
MARKET OR OTHER DATA IS SOLELY AT YOUR RISK.

    NEITHER
TRADESTATION SECURITIES NOR ANY EXCHANGE OR DATA PROVIDER SHALL BE LIABLE FOR
ANY INACCURACY ERROR OR DELAY IN, OR OMISSION OF, ANY SUCH DATA, INFORMATION OR
MESSAGE, OR THE TRANSMISSION OR DELIVERY OF ANY SUCH DATA, INFORMATION OR
MESSAGE, OR ANY LOSS OR DAMAGE ARISING OR OCCASIONED THEREFROM, REGARDLESS OF
THE SOURCE, CAUSE OR REASON THEREFOR.

    You
understand that these terms of this agreement may be enforced directly against
you by the securities and futures exchanges and associations or other parties
providing market or other data. You shall use any such data or information
(including quotes) only for your individual use and shall not furnish such data
to any other person or entity.

    12.Stop
Orders. Placing stop orders using the EES has risks that regular market
and limit orders do not. A stop order is held by the EES's stop order server and
then automatically released to the appropriate avenue of execution when the EES
recognizes information which indicates that the stop order price condition has
been met. The price information comes from the exchanges and/or data providers
and there are often 'bad ticks' (inaccurate, out-of-sequence, etc.) or ticks
that appear to be bad but are not (they may simply look irregular, unusual or
problematic). The EES is designed to filter as many "bad ticks' as reasonably
possible. However, there are times that bad ticks will not be filtered, and
other times when the stop order server will mistakenly filter good ticks that
looked unusual at the time. This may result in your stop order being executed at
a price different than the one you specified, or not being released for
execution when your price condition has been met. IF YOU USE THE EES's STOP
ORDER FUNCTIONALITY, YOU FULLY ASSUME THESE RISKS AND ALL OTHER RISKS THAT EES
DESIGN LIMITATIONS OR EXCHANGE OR VENDOR DATA SERVICE INACCURACIES OR FLAWS MAY
PRESENT

    13.          Program
Trading. You understand and acknowledge that TradeStation Securities
offers neither arbitrage accounts nor proprietary systems for Program Trading
(or any other purpose).

    14.          Use of
Investment Advisors. If you have an agreement with an investment or
trading advisor or manager or a CTA or CPO of any kind (as the case may be, an
"investment advisor") whom you have engaged to invest and trade your funds and
assets on your behalf, and whom you have authorized to trade your account with
TradeStation Securities, you represent, warrant. acknowledge and agree that: (a)
as between you and TradeStation Securities, solely you are fully responsible for
all acts, omissions and decisions made by your investment advisor with respect
to your account, and you shall fully indemnify and hold harmless TradeStation
Securities, and its affiliates, employees and agents, from and against any and
all claims, damages, liabilities, losses, costs and expenses (including
reasonable attorneys' fees and costs) that arise from, or relate to, any of such
acts, omissions or decisions, including, but not limited to, claims, damages,
liabilities, losses, costs or expenses assertible or suffered by you or your
trading account, and claims which others may assert by or through you or on your
behalf. or on their own behalves; and (b) your investment advisor has given us
instructions, which may be changed by your investment advisor from time to time,
concerning amounts that are to be withdrawn from your account(s) and paid to
your investment advisor (or your investment advisors account with us) as and for
your investment advisor's fees, charges or costs payable by you pursuant to your
agreement with your investment advisor, and TradeStation Securities is
authorized by you to rely fully and completely upon your investment advisors
instructions with no obligation or responsibility to verify the authenticity,
validity or accuracy of such instructions either with you or any other person or
entity, or any document or other material or potential source of such
information.

    15.Confirmation
Reports and Account Statements. Confirmation reports of the execution of
orders shall be conclusive if not objected to in writing by you within the
shorter of (a) the applicable settlement cycle of the subject transactions or
(b) three (3) business days after such documents have been transmitted to you.
Statements of account(s) shall be conclusive if not objected to in writing by
you within ten (10) days after transmission. In all cases, TradeStation
Securities reserves the right to challenge your objections.

    16.
Margin and Other Collateral Requirements.

    (a) You
hereby agree to deposit and maintain such margin in your margin account(s), if
any, as TradeStation Securities may in its sole discretion require, and you
agree to pay on demand any debit balance owing with respect to any of your
margin accounts. Margin calls may be communicated orally, without subsequent
written confirmation.

    (b) You
further agree to deposit promptly and maintain such other collateral with
TradeStation Securities as is required by Applicable Laws or any other agreement
or open transaction you may have with TradeStation Securities, or as required by
TradeStation Securities at any time or from time to time in its
discretion.

    (c)
No demands, calls, tenders or notices that TradeStation Securities may
have made or given in the past shall obligate TradeStation Securities to make or
give the same in the future, and no failure to make or give any such demand,
call, tender or notice shall constitute a waiver or limitation of any kind of
any of TradeStation Securities' rights or remedies under this agreement or
otherwise.

    17.
Satisfaction of Your Liabilities; Security Interest and Lien.

    (a) You
agree to satisfy, upon demand, any and all indebtedness to TradeStation
Securities, and to pay any debit balance in any of your accounts, no later than
the deadline set by TradeStation Securities; such deadline may and shall be
determined or modified by TradeStation Securities, subject only to limitations
imposed by Applicable Laws, in TradeStation Securities' sole and absolute
discretion.

    (b) All
of your property held by or under the control of TradeStation Securities is
subject to a lien to secure the payment and performance of your indebtedness,
liabilities and obligations to TradeStation Securities, and you hereby grant to
TradeStation Securities a lien on, and a valid and first priority, perfected,
continuing security interest in, the following: (i) all property, including all
investment property, held, carried or controlled by or through, or on our behalf
by, TradeStation Securities in which you presently have or in which you acquire
an interest in the future, including all property in each account in your name.
and (ii) any and all rights, claims or causes of action you may now or hereafter
have against TradeStation Securities or its affiliates, employees or agents, and
(iii) all other assets and property, tangible or intangible, fixed, contingent
or mixed, of any kind or nature owned by you that are held, carried or
controlled by or through, or on our behalf by, TradeStation Securities or any of
its affiliates, or which TradeStation Securities or any of its affiliates has
the power to access, possess or control, and (iv) all proceeds of. or
distributions on, any of the foregoing (collectively, (i) through (iv) are
referred to in this agreement as 'Collateral").

    (c) Any
and all Collateral is held by TradeStation Securities as secured party, and as
agent and bailee for TradeStation Securities, Inc. and any other entity that is
part of TradeStation Securities. TradeStation Securities, holding Collateral,
may, without your further consent, give, comply with and implement (i)
entitlement orders or instructions with respect to the Collateral and (ii) if
the TradeStation Securities entity holding Collateral is a commodity broker, any
instructions to apply any value distributed on account of a commodity contract.
Additionally, TradeStation Securities, holding Collateral, has the right not to
comply with (x) any entitlement order or instruction from you or a third party
with respect to the Collateral and (y) any instruction from you to apply any
value on account of any commodity contract, if TradeStation Securities decides
or instructs that such order or instruction not be complied with in order to
maintain security for the payment and performance of your obligations and
liabilities to it. You agree that the actions of TradeStation Securities in not
complying with orders or instructions as allowed in the preceding sentence
satisfy any duties it may have under the Uniform Commercial Code of any state or
jurisdiction ("UCC"), and you further agree that TradeStation Securities' rights
and remedies against you as debtor and in its favor as secured party are, and
shall be, the broadest possible rights under the applicable UCC, and all notices
and elections necessary to have those broadest possible rights are hereby deemed
specifically given.

    (d) You
agree that this agreement, and your execution of this agreement by
signing the Account Application and Agreement of which this is a part,
shall constitute notice of the security interest granted to TradeStation
Securities to any and all entities to whom giving notice is appropriate or
required.

    (e) The
reasonable costs and expenses of collection of any of your indebtedness,
obligations, liabilities or debit balances, including but not limited to
attorneys' fees and expenses, shall be payable by you to TradeStation
Securities.

    (f) In
order more fully to secure the payment and performance of any of your
outstanding liabilities and obligations to TradeStation Securities it may, to
the fullest extent permitted by law, without prior notice to you, use apply or
transfer Collateral as it determines. Unless otherwise agreed in writing,
TradeStation Securities may register and hold Collateral in its name or the name
of one or more designees.

    (g) You appoint TradeStation
Securities with full power as your true and lawful attorney-in-fact, to the
fullest extent permitted by law. for the purpose of perfecting the security
interest granted in this agreement and taking any action and executing any
instrument that TradeStation Securities deems necessary or advisable to
accomplish the purposes of this agreement, including, but not limited to, the
full exercise and enforcement by it of its rights as secured party
hereunder.

     

    
      
        
        

      

      
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    TradeStation
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    18.Free
Credit Balances. You hereby authorize TradeStation Securities to use any
free credit balance in any of your accounts in accordance with all Applicable
Laws and to pay interest thereon at such rate or rates and under such conditions
as are established from time to time by TradeStation Securities for such
account(s) and for the amounts of cash so used. Free credit balances are carried
in customers' accounts pending, and with a view towards, reinvestment.
TradeStation Securities may determine not to pay, and currently does not pay,
interest on free credit balances.

    19.Authority
to Pledge Collateral. You represent, warrant and covenant that (a) you
have the right to pledge and assign the Collateral to TradeStation Securities
and (b) all Collateral is and shall at all times be free and clear of any liens,
claims or encumbrances, except in favor of TradeStation Securities or its
clearing firm.

    20.Deposits
on Transactions. TradeStation Securities may require you to deposit cash
or other property acceptable to TradeStation Securities as Collateral in your
account(s) in such amounts as TradeStation Securities determines in its sole
discretion, and you agree to comply with any such request by no later than the
deadline set by TradeStation Securities.

    21.Consent
to Loan, Pledge or Use of Securities in Margin Accounts. To
the greatest extent permitted under Applicable Laws, you hereby authorize
TradeStation Securities to lend either to itself or to others and to otherwise
use, sell or pledge any securities, commodities, futures contracts, options, or
other derivatives held by TradeStation Securities in your margin account(s), to
convey therewith all attendant rights of ownership and to use all such property
as collateral for loans and other obligations made to TradeStation Securities.
Any such property, together with all attendant rights of ownership, may be
pledged. repledged, hypothecated, rehypothecated, sold or otherwise used either
separately or in common with other property for any amounts due to TradeStation
Securities thereon or for a greater sum. You hereby acknowledge that, as a
result of such activities,

    (a)
TradeStation Securities may receive and retain certain benefits to which you
will not be entitled and will not share, and (b) the securities, futures
contracts or other derivatives in your margin account(s) may be used as
collateral by TradeStation Securities for loans made to it in excess of your
indebtedness to TradeStation Securities.

    22.
Breach, Bankruptcy or Default.

    (a)  TradeStation
Securities may, in its sole and absolute discretion, elect
to consider you in default of any or all agreements you may then have
with it if (i) you do not pay any liability or indebtedness or perform any
obligation to TradeStation Securities by the time you are obligated to do so;
(ii)
you otherwise breach, repudiate or default under this agreement or any
other agreement you may have with TradeStation Securities or any of its
affiliates or service providers; (iii) you commence a proceeding in bankruptcy
or insolvency or one is commenced against you; (iv)
any guarantor, co-signer or other party (a "Responsible Party') liable,
or providing security for, any of your indebtedness, liabilities or obligations
to TradeStation Securities or any of its affiliates or service providers
defaults in an obligation or commences a proceeding in bankruptcy or insolvency
or one is commenced against it; (v) an attachment is made against your or a
Responsible Party's account(s) with TradeStation Securities; (vi) a receiver is
appointed with respect to you. any of your assets or the assets of a Responsible
Party; (vii) if you are a natural person, you die or become incompetent, or, if
you are an entity, you merge, liquidate, sell a material portion of your assets
(directly or indirectly) or dissolve; or (viii) an event, circumstance or
condition occurs that, in TradeStation Securities' judgment (which shall be
conclusive unless it is exercised totally arbitrarily or capriciously),
materially impairs your creditworthiness, your ability to timely perform any of
your obligations or otherwise causes TradeStation Securities to view itself (or
any entity that is a part thereof) as insecure. The occurrence of any of the
foregoing is referred to as an "Event of Default."

    (b) Upon
the election by TradeStation Securities to consider you in default, TradeStation
Securities shall have all of the rights and remedies of a secured party upon
default under the UCC and other Applicable Laws and may, without notice to you,
among other things, foreclose, collect, sell or otherwise liquidate any
Collateral TradeStation Securities selects in its sole discretion, in any order
and at any time, and apply, in a manner determined by TradeStation Securities,
in its sole discretion, the proceeds to satisfy any of your obligations or
liabilities to TradeStation Securities or any of its affiliates. At any sale of
Collateral or other sale or purchase permitted hereunder or otherwise,
TradeStation Securities may sell or purchase to or from itself or third parties,
and you hereby acknowledge and agree that futures contracts, options or
securities subject to such sale or purchase are instruments traded in a
recognized market. You will pay TradeStation Securities for any losses and costs
incurred by TradeStation Securities as a result of any default by you. You waive
marshalling of assets and any similar doctrine dealing with the application of
collateral.

    23.
Collection and Other Account•Related Costs. You hereby agree to pay on
demand, all reasonable costs, fees, expenses, liabilities and damages incurred
by TradeStation Securities, as the case may be ("Costs"), in connection with (a)
enforcing its rights hereunder, or (b)
any investigation, litigation or proceeding involving your account(s) or
any property therein, or (c) the use or access by you, or any other person
authorized to act on your behalf, of an EES or other Services, or (d) any breach
or failure by you to perform any term or provision of this agreement, any other
agreement between you and TradeStation Securities or its affiliates or any
agreement governing your use of or access to any EES, or (e) TradeStation
Securities acting in reliance upon your instructions or the instructions of any
person authorized to act on your behalf. In each case, and whether or not demand
has been made therefor, you hereby authorize TradeStation Securities to charge
your account(s) for any and all such Costs.

    24.Waiver;
Assignment. Neither TradeStation Securities' failure to insist at any
time upon strict compliance with the terms of this agreement, nor any continued
course of such conduct on its part, shall constitute or be considered a waiver
by TradeStation Securities of any of its rights or privileges hereunder. Except
as specifically permitted in this agreement or the Account Application or
Agreement of which it is part, no provision or condition of this agreement can
be, or should be deemed to be, waived, altered. modified or amended unless
specifically agreed to in writing by a duly authorized officer of TradeStation
Securities (President, Vice President of Finance, General Counsel, and Chief
Compliance Officer are the only officers duly authorized for this purpose).
TradeStation Securities' failure to enforce any provision or condition of this
agreement shall not be deemed a waiver of the requirements of said provision or
condition or any other provision or condition. Any assignment of your rights and
obligations hereunder or your interest in any property held by or through
TradeStation Securities without obtaining the prior written consent of an
authorized representative of TradeStation Securities shall be null and void.
TradeStation Securities reserves the right to assign any of its rights or
delegate any of its obligations hereunder ‘without prior notice to you, except
as otherwise required by Applicable Laws.

    25.Legally
Binding. You hereby agree that the terms of this agreement shall be
binding upon you and your estate, heirs, executors, administrators, personal
representatives, successors and assigns.

    26.
Disclosure of Status. You agree to promptly notify TradeStation
Securities in writing (if you have not done so in your Application and Agreement
of which this agreement is a part) if you are now or if you become: (a)
registered or qualified with the National Association of Securities
Dealers, Inc. or the Securities and Exchange Commission, the Commodity Futures
Trading Commission, any state securities agency, any securities exchange or
association, or any commodities or futures contract market or
association;

    (b)
engaged as an "investment advisor" as that term is defined in Section 201
of the Investment Advisors Act of 1940 (whether or not registered or qualified
under that act); or as a licensed CTA or CPO or (c)
employed by a bank or other organization exempt from registration under
federal and state securities laws to perform functions that would require you to
be so registered or qualified if you were to perform such functions for an
organization not so exempt. Except as otherwise specifically set forth in your
Account Application and Agreement, you represent and warrant that you are not
any of the foregoing.

    27.
Amendment By TradeStation; Presumptive Receipt of Communications.
Communications may be sent to you at your postal or electronic mail
address or at such other address as you may hereafter specify in writing in any
form. Modifications and amendments of or :o this agreement (including changes in
Execution Fees and Service Fees) may he posted on TradeStation Securities' Web
site and shall be effective as of the date posted. All communications so sent,
whether by posting, mail, e-mail, telegraph, messenger or otherwise, shall be
deemed received on the earliest date sent or published, whether or not actually
received or reviewed. You acknowledge and agree that TradeStation Securities
may, at any time, in its sole discretion, modify or amend the terms of this
agreement or your access to any EES or other Services provided by TradeStation
Securities. Your continuing to accept or use any EES or other Services after
said modification or amendment is published, posted or sent shall conclusively
be deemed your express acceptance of all said modifications or amendments in
exchange therefor. In addition to, and without in any way limiting the breadth
or scope of any of the
foregoing provisions, you acknowledge arid agree that notices and other
communications (including, without limitation, margin calls) delivered, faxed,
sent by express delivery service, e-mailed or mailed to the address (and/or
e-mail address) provided by you shall, until TradeStation Securities has
received notice in writing of a different address, be deemed to have been
personally delivered to you whether actually received or not. Notices and other
communications may also be provided to you verbally. Such notices and other
communications left for you on your answering machine, or otherwise, including,
but not limited to, margin calls and other demands of immediate payment of
indebtedness, debit balances, or other obligations, shall be deemed to have been
delivered to you. whether actually received or not. None of the foregoing
provisions is intended to suggest or imply that any notice is required to be
given you as a condition to TradeStation Securities exercising or enforcing any
of its rights or remedies under this
agreement, as a secured party or otherwise, and you understand and
acknowledge TradeStation Securities may act without or before providing you with
notice of any kind, in its sole and absolute discretion, to the fullest extent
permitted and authorized by this agreement. the applicable UCC and other
Applicable Laws. Notices and other communications from you to TradeStation
Securities shall be in writing. You hereby authorize TradeStation Securities to
accept facsimile copies of this or any other document or instruction as if it
were the original, delivered in person, and to accept facsimile signatures as if
they were originals delivered in person.

    28.Ownership
and Confidentiality. You
acknowledge and agree that nothing in this agreement or any other
agreement with TradeStation Securities or any of its affiliates shall constitute
the sale of any equipment, software, hardware, procedure or system utilized by
any EES or other Services provided by TradeStation Securities (collectively, the
"Technology"). You hereby agree to keep confidential and not disclose, copy,
transfer, reverse engineer, or modify
any Technology, whether or not said Technology is actually owned by
TradeStation Securities, its affiliate or a third party. You expressly agree
that, in connection with any dispute, the Technology and TradeStation
Securities' or its affiliates' other trade secrets or confidential information
shall be disclosed, if at all, only upon issuance of protective order(s)
effectively limiting disclosure to maintain confidentiality.

    29.Monitoring
and Recording Conversations. All communications between you and
TradeStation Securities by telephone, computer link, "live chat" or any other
satellite, cable or telecommunications device or method may or will be
monitored, recorded and archived by TradeStation Securities and may be used and
shall be admissible in connection with any investigation, inquiry or dispute
that may arise, or for any valid or legitimate business purpose that
is not violative of TradeStation Securities' privacy policy (which is
easily accessible from most pages of the TradeStation.com Web
site). You voluntarily and knowingly acknowledge and irrevocably consent to all
of such monitoring, recording and archiving of your communications with
TradeStation Securities, its affiliates, and their respective agents and
employees, and acknowledge and agree that no further notice or consent is
necessary.

    30.
Power of Attorney. You hereby irrevocably appoint TradeStation
Securities, with full power as your true and lawful attorney-in-fact, to the
fullest extent permitted by Applicable Laws, for the purpose of carrying out the
provisions of this agreement and taking any action and executing any instrument
that TradeStation Securities deems reasonably necessary or advisable to
accomplish the purposes of this agreement.

     

    
      
        
        

      

      
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    31.Independence.
Nothing in this agreement shall be construed as, or to create. a joint
venture, agency, partnership or other similar relationship between the
parties.

    32.Choice
of Law. You acknowledge and agree that this agreement and its enforcement
shall be governed by the laws of the State of Florida.

    33.Jurisdiction,
venue and waiver of jury trial. YOU AGREE THAT ANY CONTROVERSY BETWEEN YOU AND
TRADESTATION SECURITIES ARISING
OUT OF THIS AGREEMENT, REGARDLESS OF THE MANNER OF RESOLUTION, SHALL BE
ARBITRATED, LITIGATED (TRIED IN A COURT OF
LAW), OR OTHERWISE RESOLVED BY A TRIBUNAL LOCATED IN THE SOUTHERN DISTRICT OF
FLORIDA. IN ADDITION, YOU HEREBY WAIVE TRIAL
BY JURY IN ANY SUCH ACTION OR PROCEEDING. You agree to pay all expenses,
including attorney's fees, incurred by TradeStation Securities: (a) to defend
any unsuccessful claim you bring against TradeStation Securities, or any of its
affiliates, or (b) to collect any debit balances in your accounts(s). No legal
or administrative action arising out of this contract may be commenced by anyone
more than one (1) year after any claim arises. You hereby expressly acknowledge
that this Agreement is made in the State of Florida and, further, you hereby
submit and consent to jurisdiction of your person in the Courts of the State of
Florida (federal and state) and shall be amenable to service of summons and
other legal process of, and emanating from, the State of Florida. The validity,
construction and entorcement of this agreement shall be governed and construed
in accordance with the substantive laws of the State of Florida without
reference to the principles of conflicts of laws.

    34.Agreement
to Shorten Statutes of Limitations. You and TradeStation Securities agree
that no action in law, equity, arbitration or administrative proceeding arising
out of this agreement, any transactions effected pursuant to this agreement, or
the relationship between you and TradeStation Securities. may be commenced more
than one (1) year after the aggrieved party knew or should have known a cause of
action existed You acknowledge that you are expressly agreeing to waive the
two-year statute of limitations provided by the Commodity Exchange Act,
including the two-year time period for commencing a Commodity Futures Trading
Exchange reparation proceeding, and any and all other applicable statutes of
limitations exceeding one year. including but not limited to, any statutory or
common law state or federal statutes of limitation, the statute of limitation
provided by the National Futures Association for commencing an arbitration
action, and the statute of limitations for initiating arbitration actions before
contract markets. You understand that your agreement with this paragraph is not
necessary to open an account with TradeStation Securities.

    35.Severability.
If any term, provision or condition ("term') of this agreement shall be
held to be invalid or unenforceable by reason of any law, rule, administrative
order or decision by any court, or regulatory or self-regulatory agency or body,
or in arbitration, said term shall be deemed modified only to such extent as is
necessary to correct the invalidity or unenforceability and shall not affect the
validity and enforceability of this agreement or any other term of this
agreement, and the intent of this agreement and that term shall be honored to
the fullest possible extent in the circumstances.

    36.Headings.
The heading of each paragraph is for descriptive purposes only and shall
not be deemed to modify or qualify any of the rights or obligations set forth in
such provision.

    37.Trademarks.
TradeStation®, EasyLanguage®, RadarScreen®, OptionStation® and Test
Before You Trade® are registered trademarks of TradeStation Technologies, Inc.,
an affiliate of TradeStation Securities, and are used by TradeStation Securities
pursuant to a trademark license.

    38.Consent
to Identification Procedures, Credit Reports and Other Information. You
voluntarily and knowingly consent to the following: TradeStation Securities may
use your name, address, social security number, date of birth, home telephone
number and/or other biographical or personal information about you
(collectively, "Personal Information") to comply with applicable federal, state,
local, quasi-governmental, self-regulatory and other laws, rules, regulations,
recommendations, interpretations, authorizations, licenses and registrations,
and other Applicable Laws, or for any valid or legitimate business purpose. The
purposes for the use of Personal Information include, but are not necessarily
limited to verification of your identity and other factual information you
present to us, verification that you are not listed as a specially designated
national or blocked national by the Department of Treasury's Office of Foreign
Asset Control (OFAC), and to investigate or verify your creditworthiness,
business history and your history with legal and administrative authorities.
Whatever procedures are used by TradeStation Securities shall not be violative
of the terms of its privacy policy (which is easily accessible from most pages
of the TradeStation.com Web
site). You authorize TradeStation Securities, in its sole discretion, to make or
obtain reports concerning your credit standing, business conduct and history
with legal, regulatory and administrative authorities. You may make a written
request for a description of the nature and scope of the credit reports made or
obtained by TradeStation Securities and the same will be provided to you within
a reasonable period of time. You further agree to provide TradeStation
Securities, on request, with such additional information or certifications as
may be required by TradeStation Securities or Applicable Laws.

    39.Cumulative
Rights. The rights, remedies, benefits and privileges of TradeStation
Securities under (a) this agreement. (b) any other written agreement or document
executed or delivered by you. and (c) any written agreement with an affiliate of
TradeStation Securities (collectively, the "Related Agreements"), whether part
of the Account Application and Agreement or otherwise, are cumulative and shall
be interpreted to convey to and upon TradeStation Securities and its affiliates
the broadest, most expansive, most enforceable rights, remedies, benefits and
privileges. Any inconsistencies or conflicts between or among any of the Related
Agreements shall be disregarded, as TradeStation Securities may at any time, or
from time to time, choose, so that TradeStation Securities may enjoy to the
fullest extent possible the right, remedy, benefit or privilege that it, at any
time or from time to time, seeks to assert, enforce or avail to
itself.

    40. Request
for Electronic Transmission of Statements and Other Documents and Information.
You hereby request that all confirmation statements of activity and all periodic
account statements, as well as all tax documents and related notices, be
delivered to you solely by electronic transmission to the e-mail address
indicated by you in the Account Application and Agreement of which this
agreement is a part. You represent to us that you do not want to be mailed hard
copies of any such statements, documents or information (however, you
acknowledge that, until further notice, TradeStation Securities shall, as a
courtesy to you and at no extra charge, also mail to you hard copies of your
monthly, quarterly and annual account statements, including year-end tax
documents). You warrant and represent that the above- referenced e-mail will
promptly print out for you the relevant customer statements, documents and
information in the form received by you. You understand that there is a risk of
failure of any electronic transmission, and will not hold TradeStation
Securities liable directly or indirectly for such failure. If you fail to
receive a statement of activity of which you are aware, you will contact a
TradeStation Client Service representative at the Brokerage Client Service
telephone numbers posted on the TradeStation Securities Web site on the business
day following the day of any such activity. You acknowledge that if you choose
not to accept electronic statements and documents, TradeStation Securities may
charge your account a fee for each hard-copy statement and document delivered.
This consent shall be effective until revoked by you in writing, and delivered
to TradeStation Securities. In addition, you acknowledge that, for your
protection and the protection of TradeStation Securities, any request to change
the e-mail address designated in your Account Application and Agreement must be
in writing-
and must bear the same signature as the one on your Account Application
and Agreement. In the event such a request is received from a legal entity, such
as a corporation, LLC or partnership, the request must be accompanied by
appropriate documentation establishing that the person signing the request
possesses the requisite authority to bind the entity.

    BY
SIGNING THE ACCOUNT APPLICATION AND AGREEMENT OF WHICH THIS ACCOUNT AGREEMENT IS
A PART, YOU ACKNOWLEDGE THAT: (1)YOU ARE OPENING A MARGIN ACCOUNT AND (2)YOU
HAVE REQUESTED, AND CONSENTED TO, THE DELIVERY TO YOU OF YOUR CONFIRMATION AND
OTHER ACCOUNT STATEMENTS, AS WELL AS TAX DOCUMENTS AND RELATED NOTICES, SOLELY
BY ELECTRONIC TRANSMISSION TO YOUR SPECIFIED E-MAIL ADDRESS.

     

    
      
        
        

      

      
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    TradeStation
Technologies 

    Subscription
Agreement

     

    Please
read this carefully. This is a legal agreement ("Agreement") between you and
TradeStation Technologies, Inc. ("Licensor') and its data suppliers, including,
but not necessarily limited to, Comstock. Inc., COMTEX Scientific Corporation,
GFT, Multex, Inc. (if Market Guide data is included), Dow Jones & Company,
Inc. and any equities, options, futures, Forex or other exchanges or suppliers
the data of which is directly or indirectly distributed or redistributed to you
by TradeStation Technologies (the Data Suppliers"). By ordering or subscribing
for the TradeStation8 platform of products or services, and completing the "I
AGREE' segment at the end of this Agreement (or, if you are applying for a
TradeStation Securities brokerage account, by signing and delivering the Account
Application and Agreement of which this is a part), you are agreeing to be
legally bound by the terms of this Agreement. This Agreement includes, as part
of it, all other agreements, terms and conditions which appear on any Web site
or online registration that you have accessed, and which is hosted by us or our
affiliates and discusses our services, except as noted in the last two sentences
of this paragraph (collectively, the "Other Terms and Conditions"). You
understand and agree that this Agreement (including those Other Terms and
Conditions) has the binding legal force and effect of a contract signed in ink
and delivered in person. If there is any conflict between this Agreement and the
Other Terms and Conditions, this Agreement shall govern. THIS AGREEMENT DOES NOT
COVER OR RELATE TO THE OPENING OF A BROKERAGE ACCOUNT OR BROKERAGE SERVICES OR
TRANSACTIONS OF ANY KIND. ALL MATTERS RELATING TO BROKERAGE SERVICES AND
TRANSACTIONS ARE COVERED BY AGREEMENTS BETWEEN YOU AND TRADESTATION SECURITIES,
INC. (AN AFFILIATE OF LICENSOR), AND, IF APPLICABLE, ITS CLEARING
FIRM.

     

    1.
GRANT OF LICENSE.

    (a) Licensor
grants to you a nonexclusive license to use the software included in the
Subscription, which includes all investment and trading tools and applications
included in the Subscription, including all basic services and all premium or
optional services you select (the "Software"), and all market and other
financial data, news and other financial, market and/or business information
included in the Subscription (the 'Data") on a single computer terminal (at any
given time). If the Software or Data are being used on a network, each
individual accessing the Software or Data through the network must have a
separate Software and Data license to, or subscribed for by, that individual
(i.e., there must be a Subscription per individual). In licensing the Software
and the Data on a monthly, annual or other periodic basis, under a subscription,
lease or similar arrangement (the "Subscription"), your right to use the
Software and Data, unless renewed, terminates at the expiration of your
Subscription, and may be terminated by Licensor immediately if you fail to make
any required payment or violate any of your other agreements with Licensor, any
of the Data Suppliers or market data exchanges ("Exchanges") set forth in, or
relevant to, your Subscription or this Agreement, whether set forth in this
Agreement or set forth elsewhere. This Agreement and the license granted may not
be transferred, assigned, leased, rented, sublicensed or otherwise transferred
by you. In no event shall the Software or the Data be used by you for, or in
connection with, any unlawful purpose.

     

    (b) Assuming
that you comply with all "pro" vs. "non-pro" rules and regulations (as later
discussed in this Agreement), you are also granted a nonexclusive,
non­transferable license to use precise reproductions of screen shots of
charts displayed by the Software in connection with your business, solely for
illustrative or informational purposes, and only if your business is related to
investment analysis (such as an investment analysis website, financial
newsletter or book, etc.). in order to utilize this right, you may not in any
manner state or imply that Licensor endorses you, your company or any of your or
its products or services, that the use of any TradeStation product or service
will guarantee profits, increased profits or minimization of losses, or that
Licensor or TradeStation recommends any particular trading system or strategy.
Also, each screen shot reproduced must be displayed under a prominent caption
that reads "Chart created on TradeStation®, the flagship product of TradeStation
Technologies, Inc." The screen shot may not be altered or presented in a manner
that leads or may lead the viewer to believe that the Software has capabilities
which it does not. This license may be terminated by Licensor at any time, for
any reason, upon notice to you of such termination. IN NO EVENT MAY ANY OF THE
DATA BE DISSEMINATED FOR ANY EXTERNAL USE.

     

    (c) You
will obtain a Subscription password that enables your use of the Software and
Data (your "Password"). You agree to keep your Password confidential, and not to
disclose it to anyone else, publish it, or allow anyone else to use it. You
acknowledge and agree that, in addition to providing your unique Password,
Licensor may implement technical measures that enable TradeStation to verify
your compliance with the terms of this Agreement.

     

    (d) Any
or all of the licenses granted above may be terminated by Licensor with or
without notice to you if you violate or otherwise do not observe any of the
terms, conditions or provisions of this Agreement.

     

    2.
OWNERSHIP AND COPYRIGHT. The Software has been developed by or for
Licensor or its affiliate(s). The Data has been assembled, formatted and
supplied by either Licensor or its affiliate(s) and/or the Data Suppliers, and
is being
offered by Licensor or its affiliate(s) either directly or pursuant to licenses
granted by the Data Suppliers. The Software and the Data were developed,
compiled, prepared, revised, selected and arranged by Licensor and the Data
Suppliers through the application of methods and standards of judgment developed
and applied through the expenditure of substantial time, effort and money,
constitute confidential and valuable industrial property and trade secrets, and
are protected by United States copyright laws and international treaty
provisions as well as other intellectual property laws and treaties. All title
and copyrights in and to the Software and the Data and any accompanying printed
materials are owned by licensor or its affiliate(s) or the Data Suppliers (or
their suppliers). You agree not to duplicate, reproduce, publish, retransmit or
redistribute the Software or Data, except that you may make a copy of the
Software or Data solely for your individual use(s) or as otherwise specifically
permitted by this Agreement. You may not directly or indirectly offer or
transmit all or any portion of the Software or Data to third parties whether by
way of subscription, license, sale or otherwise. You may not modify, translate,
reverse engineer, de-compile or disassemble the Software or the
Data,

     

    3.
PAYMENT.

    To
the extent, if any, that TradeStation Securities, Inc. has agreed to pay your
Subscription fees based upon your use of its brokerage services, these payment
provisions will not apply to you. If you are a TradeStation Securities brokerage
client, any fees payable by you for the Software or the Data will be debited to
your brokerage account.

     

    (a) In
exchange for the Software and Data made available to you in connection with your
Subscription, you agree to pay all applicable fees as displayed in TradeStations
on-line registration or otherwise made available to you. All Subscription fees
payable to Licensor are due in advance, and no Subscription products or services
shall be delivered to you unless and until Licensor has received full,
non-conditional payment of all applicable fees, including credit card payment
verification, approval and clearance. Your first month's Subscription fee, if
your Subscription relates to only a part of the first month, shall be
appropriately prorated. However, no part of the full monthly Subscription fee is
refunded if you terminate in the middle of a month. Any and all applicable sales
or use taxes, as well as all applicable Exchange fees and charges (unless
expressly included in your Subscription for no additional charge), shall be your
responsibility and paid by you in full and on a timely basis.

     

    (b) Payment
By Credit Card: You hereby authorize Licensor or its affiliate to use the credit
card information furnished by you to licensor or its affiliate for purposes of
fulfilling your payment obligations under this Agreement. You further represent
and warrant that (i) the credit card information provided to Licensor (card
number, expiration date and card-holder's name) is accurate and valid in all
respects and lawfully authorized for use, and that you are providing your credit
card information to Licensor fully intending and expecting your credit card to
be fully charged all fees and payment amounts which you have agreed to pay in
your on-line registration, or otherwise, including all Subscription, data,
Exchange and other fees and charges; and that (ii) such credit card belongs to
you or has been authorized for use by you by the valid card-holder. Upon
expiration of your credit card, you shall notify Licensor of the new credit card
expiration date and all other relevant new information pertaining to the new
credit card.

     

    (c) Late
Payments: Payments not received by their due dates will be assessed a late
charge fee equal to Licensor's then current late charge fee amount, but
not

     

    
      
        
        

      

      
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    TradeStation
Technologies 

    Subscription
Agreement

    


    less than
$10.00. Payments returned to Licensor for insufficient funds will result in a
service charge fee of the maximum allowable returned check fee under Florida
law. You shall thereafter be charged interest at the maximum legal interest rate
on any unpaid balance.

     

    4.
SUBSCRIPTION CHOICES.

    To
the extent, if any, that TradeStation Securities, Inc. has agreed to pay your
Subscription fees based upon your use of its brokerage services, these
provisions will not apply to you.

     

    (a) Annual
Prepaid Subscriptions: If you register for an Annual Prepaid Subscription (if
and when available) for real-time or end-of-day versions (if available), you
shall prepay all fees for twelve (12) consecutive months at the specified
one-year price. Annual Prepaid Subscriptions are not cancelable, and Annual
Prepaid Subscription fees and commitments are nontransferable. You must notify
Licensor to discontinue your subscription at least 30 days prior to the
expiration of the Annual Prepaid Subscription. If no notification is received,
(i) your Annual Prepaid Subscription for real-time service may, at Licensor's
option, automatically renew as a Monthly Subscription at the then current rates
and, if you are paying by credit card, you authorize such additional charges,
and (ii) your Annual Prepaid Subscription for the end-of-day version (if
available) may, at Licensor's option, automatically renew as an Annual Prepaid
Subscription (end­of-day subscriptions, if and when available, are offered
only on an annual basis) at the then current rates and, if you are paying by
credit card, you authorize such additional charges.

     

    (b) Monthly
Subscriptions: If you register for a Monthly Subscription, you will be required
to make all payment amounts, on a monthly basis, described in your Subscription
registration, as such payment amount may from time to time change. Any such
changes may be made in Licensor's sole and absolute discretion with or without
advance notice. All brokerage customers of TradeStation Securities, Inc. have
Monthly Subscriptions.

     

    5.
PROFESSIONAL/NON-PROFESSIONAL STATUS. With respect to products or
services involving the receipt of financial market information, if you claim
that you are a Non-Professional Subscriber or a "Non-Pro,' you represent and
warrant that you meet and comply with all New York Stock Exchange (NYSE),
American Stock Exchange (AMEX), The Nasdaq Stock Market, Inc.(Nasdaq) and
Options Price Reporting Authority (OPRA) requirements for qualification as a
Non-Professional Subscriber, and that the following statements are and shall
continue to be true for as long as you receive information or services pursuant
to the terms and conditions of this Agreement:

     

    (a) You
are entering into this Agreement in your own individual capacity and not on the
behalf of a firm, corporation, partnership, trust, or association.

     

    (b) You
shall use the information and service(s) solely in connection with your own
individual personal investment activities and not in connection with any trade
or business activities.

     

    (c) You
shall not fumish the information or service(s) received to any other
person.

     

    (d) You
are not a securities broker-dealer, investment advisor, futures commission
merchant, commodities introducing broker or commodity trading advisor,
registered representative of any of the foregoing, member of a securities
exchange or association or futures contract market, or an owner, partner or
associated person of any of the foregoing.

     

    (e) You
are not employed by a bank or an insurance company or an affiliate of either, or
any other organization which performs business functions related to securities
or commodity futures investment or trading activity.

     

    If any of
the foregoing statements are not true for you or your situation, then your
status is Professional or "Pro' and you must register for your Subscription as
such. You acknowledge and agree that if your status with respect to any of the
foregoing statements is affected or changed in any way, you shall immediately
notify Licensor in writing of such change of status or position. In addition to
other remedies available to Licensor and the Data Suppliers (and the Exchanges),
you

     

    shall be
liable to Licensor and the Data Suppliers and the Exchanges for the difference
between any fees and costs paid by you and the fees and costs applicable to
Professional Subscribers for the same type of information and services that you
improperly received as a Non-Professional Subscriber, plus any applicable
Exchange and governmental penalties, and you irrevocably authorize Licensor (and
its affiliate) to charge against your credit card (or to debit your brokerage
account, if you have one with TradeStation Securities) any and all such amounts.
You understand and agree that all registration and biographical information you
provide to Licensor or its affiliates relating to this issue may be examined by
the applicable Exchanges.

     

    6.SOFTWARE ISSUES AND
MODIFICATIONS. If any of the Data Suppliers furnishing Data ceases to
furnish it in a manner which is compatible with the Software or any
receipt/transmission equipment software.. Licensor may terminate the inclusion
and delivery in the Subscription of as much Data as is affected, without advance
notice, without incurring any liability to you. and without any change to any of
your payment or other obligations. Further, the Software (which, among other
things, determines the functionality and, appearance of most, if not all, of the
Subscription's features) may be modified or replaced from time to time, in whole
or in part, without any notice, and without incurring any liability to you, and
without any change to any of your payment or other obligations.

     

    7. NO
WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND THE DATA
SUPPLIERS AND THEIR RESPECTIVE SUPPLIERS AND AFFILIATES DISCLAIM ALL WARRANTIES,
EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE.

     

    8.
NO LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES; LICENSOR'S AND
DATA SUPPLIERS' TOTAL LIABILITY CAPPED. IN NO EVENT SHALL LICENSOR OR THE DATA
SUPPLIERS OR ANY OF THEIR RESPECTIVE SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATEVER (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS INFORMATION,
BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR
INABILITY TO USE THE SOFTWARE OR THE DATA, OR ANY ERRORS IN THE SOFTWARE OR THE
DATA, EVEN IF LICENSOR OR THE DATA SUPPLIERS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY
NOT APPLY TO YOU. ALL SOFTWARE AND DATA PRODUCTS AND SERVICES CONTAIN SOME
ERRORS AND INACCURACIES, INCLUDING THE SUBSCRIPTION SOFTWARE AND THE DATA. YOU
UNDERSTAND THIS AND FULLY ASSUME ALL RISKS AND CONSEQUENCES RELATING TO SOFTWARE
ERRORS AND DATA INACCURACIES OR INCOMPLETENESS. YOU ACKNOWLEDGE AND AGREE THAT
EVEN THOUGH THE DATA SUPPLIERS ARE GRANTED RIGHTS AND PROTECTIONS UNDER THIS
AGREEMENT, THE DATA SUPPLIERS ARE NOT PARTIES TO THIS AGREEMENT AND NO RIGHTS
ARE BEING CREATED IN YOUR FAVOR THAT MAY BE ENFORCED BY YOU AGAINST ANY DATA
SUPPLIER (OR EXCHANGE). IF ANY OF THE DISCLAIMERS OF LIABILITY IN THIS AGREEMENT
ARE FOR ANY REASON DECLARED INVALID BY A COURT OF COMPETENT JURISDICTION, YOU
AGREE THAT THE MAXIMUM COLLECTIVE LIABILITY OF LICENSOR AND THE DATA SUPPLIERS
TO YOU RELATING TO ANY CLAIM YOU MAY HAVE IN ANY MANNER RELATING TO YOUR
SUBSCRIPTION, THE SOFTWARE OR DATA, OR THE USE, CONDITION, OPERATION,
EFFECTIVENESS OR QUALITY THEREOF, WHETHER BASED IN CONTRACT, TORT, EQUITY OR ON
OTHER GROUNDS OR THEORIES, AND REGARDLESS OF THE CIRCUMSTANCES, SHALL NOT EXCEED
THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO LICENSOR FOR THE

     

    
      
        
        

      

      
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    TradeStation
Technologies 

    Subscription
Agreement

     

    
      SUBSCRIPTION
FOR THE MOST RECENT THREE (3) MONTHS AT THE
TIME THE LIABILITY ARISES.

       

      9.NO WARRANTY ON
SOFTWARE OR DATA; OTHER TERMS REGARDING DATA. ALL
SOFTWARE AND ALL DATA IS PROVIDED AS IS." THE
DATA IS DERIVED FROM SOURCES WHICH LICENSOR AND
THE DATA SUPPLIERS DEEM USUALLY RELIABLE, BUT
NEITHER LICENSOR NOR THE DATA SUPPLIERS OR THEIR RESPECTIVE
SUPPLIERS OR AFFILIATES GUARANTEE THE
CORRECTNESS OR COMPLETENESS OF THE DATA, AND HEREBY
INFORM YOU THAT INTERRUPTIONS, INACCURACIES, ERRORS
AND OMISSIONS DO AND WILL FROM TIME TO TIME OCCUR.
NEITHER LICENSOR NOR THE DATA SUPPLIERS OR ANY OF THEIR RESPECTIVE SUPPLIERS OR
AFFILIATES SHALL
HAVE ANY LIABILITY WHATEVER FOR ANY INTERRUPTIONS,
INACCURACIES, ERRORS OR OMISSIONS, REGARDLESS OF CAUSE,
OR ANY LOSSES YOU INCUR AS A RESULT THEREOR
The use of automated query systems to access the Data is strictly
prohibited. Any use of such systems will result in immediate termination of
access. You further understand and agree that your right to receive all or a
portion of the Data is subject to termination to the extent that Licensor's
agreements with any of the Data Suppliers terminate for any reason, or any Data
Supplier refuses or is unable, for whatever reason, to continue to supply Data
to Licensor (in whole or in part). If that occurs, it may occur without notice,
and in no event shall result in any liability to Licensor or any of the Data
Suppliers or any of their respective affiliates, or change any of your payment
obligations. To the extent applicable, you agree to make application to, and
receive written approval from or execute an appropriate agreement with, each
Exchange, to the extent required by the rules, regulations or policies of such
Exchange, in order to receive the Data of that Exchange. You also agree to
comply with any applicable conditions, restrictions and limitations, and to pay
any applicable fees and charges, imposed by such Exchange. These obligations
generally apply, in whole or in part, at a minimum, to Professional Subscribers
who receive Exchange financial market data. If any Exchange, for any reason,
terminates provision of Data to Licensor or the Data Suppliers, your receipt of
Data may be discontinued with or without notice, and you agree that in such
event neither Licensor nor the Data Suppliers or their suppliers shall have any
liability to you.

       

      10.USING THE SOFTWARE TO MAKE INVESTMENT
AND TRADING DECISIONS OR
TO INITIATE TRADES. All
software, including the
Software, contains errors, and all financial market and similar databases and services, including the
Data, contain inaccuracies and mistakes and are incomplete in certain respects.
You are strongly advised to verify pricing and all other relevant information
prior to making any trade or investment. AS BETWEEN LICENSOR AND THE DATA
SUPPLIERS ON THE ONE HAND, AND YOU ON THE OTHER, SOLELY
YOU FULLY ASSUME THE
RISK THAT ERRORS OR INACCURACIES IN THE SOFTWARE AND/OR THE DATA MAY RESULT IN YOUR
REACHING CONCLUSIONS
THAT YOU MIGHT NOT OR WOULD NOT HAVE REACHED HAD SUCH ERRORS AND/OR
INACCURACIES NOT BEEN
PRESENT. FURTHER, AS BETWEEN LICENSOR AND YOU, SOLELY YOU FULLY ASSUME THE RISK THAT
SOFTWARE ERRORS MAY
CAUSE FAILURES IN THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET OR
OTHER CHANNELS, OR
INACCURACIES IN INFORMATION BEING SO TRANSMITTED, INCLUDING BUT NOT
LIMITED TO TRANSMISSIONS
OF ORDERS TO PLACE OR EXECUTE TRADES OR CONFIRM OR CANCEL TRANSACTIONS. YOU
AGREE THAT NEITHER
LICENSOR OR ITS AFFILIATES, NOR THE DATA SUPPLIERS OR THEIR AFFILIATES, SHALL
HAVE ANY LIABILITY WHATEVER FOR ANY CONSEQUENCES OF SUCH
ERRORS, INACCURACIES OR
FAILURES.

       

      11. INDEMNITY.
You shall indemnify and hold harmless Licensor and each of the Data
Suppliers, and each of their respective directors, officers, employees and
affiliates, from and against any claim, damages, loss, liability, cost and/or
expense (including, but not limited to, reasonable attorneys' fees and costs,
before and at any trial or other proceeding, at all tribunal levels, and whether
or not any suit is instituted) that directly or indirectly arise from or are
caused by

       

      (a) any
use by you of any of the Software and/or any of the Data,

       

      (b) any
breach or violation by you of any term or provision of this Agreement or any
other agreement you have made in connection with your registration for the
Subscription,

       

      (c) your
assertion of a claim against Licensor, the Data Suppliers, or any of their
respective employees, agents or affiliates, that asserts that any of them are
responsible or liable for any loss or damage the risk of which has been
disclaimed by Licensor (on its own behalf and/or on behalf of the Data Suppliers
and Licensor and the Data Suppliers' respective employees, agents or affiliates,
including, but not limited to, TradeStation Securities) or assumed by you under
this Agreement,

       

      (d) any
violation of any kind by you, or on your behalf, of the legal or contractual
rights of any third party (including Licensor and each Data Supplier and their
respective affiliates), including, but not limited to, violation of any such
third party's patent, copyright, trademark, service mark, trade secret or other
intellectual property rights, and/or

       

      (e) any
false or misleading information provided by you to Licensor, any of the Data
Suppliers, or to any of their respective suppliers (including the Exchanges)
and/or affiliates.

       

      12. PRODUCT
SUPPORT; OTHER PRODUCTS AND SERVICES; UPGRADES.

       

      (a) The
price paid by you for the Subscription relates only to your receipt of the
Software and Data (including whatever optional Software and Data you may have
selected and agreed to pay for), and to no other products or services, including
upgrades or technical support Licensor or an affiliate offers or may offer from
time to time. AJI support services, including technical support and other
services and benefits that may be made available from time to time by Licensor
or an affiliate through its Web site(s) or otherwise, and the terms and
conditions upon which they are made available (including pricing), may be
modified at any time and from time to time by Licensor or its affiliate with or
without notice.

       

      (b)
If you are given or accept any EasyLanguage technical support or
consulting services by or from Licensor or its affiliates, or similar services
of any kind, a separate fee may be payable by you ("Support Services"). If a fee
is payable, it shall be discussed with you in advance. Neither Licensor, nor its
affiliates, in the performance of Support Services, provides or offers trading
strategies or systems of any kind. The sole purpose of Support Services relating
to EasyLanguage is to assist you in your use of EasyLanguage to express and
formulate strategies or systems that you are developing or have developed.
Solely you assume the risk that the technical suggestions given to you
accurately reflect your strategies or systems and your intent, before you use
them. Licensor and its affiliates provide Support Services, including
EasyLanguage Support Services, only on the condition that you fully accept and
assume these premises and risks, and you hereby acknowledge and agree that you
do accept and assume them.

       

      13.THIRD-PARTY
BENEFICIARIES. Each of the Data Suppliers, and each of the Exchanges the
Data of which are included in the Subscription, and each of Licensor's
affiliates, including, but not limited to, TradeStation Securities, is an
intended third-party beneficiary of this Agreement, and may enforce all rights
and obligations in its favor contained in this Agreement, provided that the
right to such enforcement is assigned to it by Licensor (in the case of
TradeStation Securities, such assignment is presumed, and enforcement by
TradeStation Securities of disclaimers, assumptions of risk and other provisions
of this Agreement is limited to the extent, but only to the extent, that
enforcement of such disclaimers, assumptions of the risk or other provisions of
this Agreement is expressly prohibited by applicable laws, rules or
regulations). Licensor may make any such assignment in its sole and absolute
discretion, and no such assignment, if and when made, shall create any liability
of Licensor to you or any other person or entity.

       

      14.
FORCE
MAJEURE. The performance by Licensor and each of the Data Suppliers of
this Agreement, including delivering availability and use of the

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

    

    TradeStation Technologies


    Subscription
Agreement

    


    Software
and and the Data pursuant to your Subscription, shall be excused (without
creating liability of any kind to Licensor or any Data Supplier) in the event
and to the extent that any war, union strike, hostility, civil disorder, fire,
tornado, wind storm, earthquake, power failure, explosion, failure of
communications system (or part thereof) or any other third-party failure, or any
other act, event or circumstance beyond the reasonable control of Licensor or
such Data Supplier (as applicable), renders such performance, in whole or in
part, impossible or difficult to accomplish.

     

    15.SEVERABILITY.
If any provision of this Agreement is held to be invalid, void or
unenforceable by reason of any law, rule, administrative order or judicial
decision, that determination shall not affect the validity of the remaining
provisions of this Agreement.

     

    16.WAIVER.
Except as specifically permitted in this Agreement, no provision of this
Agreement can be, nor be deemed to be, waived, altered, modified or amended
unless agreed to in writing signed by an authorized officer of Licensor (Vice
President or higher).

     

    17.ENTIRE
UNDERSTANDING; ASSIGNMENT. This Agreement contains the entire
understanding between you and Licensor concerning the subject matter of this
Agreement. You may not assign any of your rights or delegate any of your
obligations hereunder without first obtaining the prior written consent of
Licensor.

     

    18.CHOICE
OF LAW AND VENUE. This Agreement shall be deemed to have been made in the
State of Florida and shall be construed, and the rights and liabilities of the
parties determined, in accordance with the laws of the State of Florida. Venue
for any dispute involving or relating to your subscription shall be proper only
in Miami-Dade County, Florida or Broward County, Florida, except if waived by
Licensor in writing in its sole and absolute discretion, and except that any
dispute between you and any Data Supplier and/or Exchange (which does not
include Licensor) shall be proper only in the county where the principal
executive office of such Data Supplier or Exchange is located. You hereby
irrevocably consent to personal jurisdiction in the State of
Florida.

     

    19.
ADDITIONAL IMPORTANT INFORMATION AND DISCLAIMERS Investments and trading involve
risks, including possible loss of principal and other losses. The Software and
Data are designed, provided and/or presented chiefly to provide a training tool
for the understanding of technical analysis of the financial markets. They are
licensed to you with the understanding that neither Licensor nor the Data
Suppliers are engaged in rendering any investment, trading or other professional
advice. If investment, trading or other professional advice is required, the
services of a competent, licensed professional should be sought. No employee,
agent or representative of Licensor, any Data Supplier or any of their
respective affiliates is authorized to provide any such advice of any nature
whatever, and any such advice, if given, is in violation of Licensees and such
Data Suppliers' policies, is unauthorized and may not be relied upon. The use of
any trading system or strategy, including any system or strategy included as a
sample in, or that is or was developed using, the Software or any of the Data,
does not and cannot guarantee that you will make profits, increase profits or
minimize losses. Any popular or other tools, strategies or systems included in
the
Software are intended merely as examples of technical ideas that can be
incorporated into a personally-designed trading strategy or system. None is
recommended. You must use your own judgment or consult a professional for advice
on such matters. Additionally, trading results based upon hypothetical or
historically-tested trading strategies or systems do not necessarily compare to
results of actual trading. No hypothetical or historical trading record can
account for the level of risk present in actual trading. Numerous factors
relating to market conditions, the existence or nonexistence of specific events
or circumstances, human error, human/emotional reaction to losses during actual
trading, inherent limitations of certain hypothetical or historically tested
models, particularly ones that do not operate at the "tick" (as opposed to open,
high, low, close) level, volume of trade and liquidity differences between
hypothetical models and actual trades, and other supply/demand differences that
may not be addressed by hypothetical models, and other conditions and
circumstances, can account for these differences. There is no guarantee that
your hypothetical trading results, even if tested against historical data, will
produce comparable actual trading results. In fact, there are frequently sharp
differences between hypothetical or historically tested performance results and
the actual results subsequently achieved by any particular trading system or
strategy. The possible reasons for this include the likelihood that no trading
strategy or system can, even with automated trading, be precisely executed as
designed. Also, you should be aware that certain commonly used trading "jargon,"
including trading terms, such as, for example, a "limited risk" position, should
not be taken literally. For example, so-called "limited risk" positions in
certain options trades are not in fact limited as may be expected. Again, with
respect to matters such as these, a licensed professional should be consulted.
TradeStation is an "open platform." This means that independent companies that
are in no way affiliated with Licensor may offer trading tools or strategies
that are compatible with TradeStation. Licensor conducts no investigation or
review of any of such tools or strategies, and does not recommend, endorse,
approve or disapprove of any of them. There are also independent, unaffiliated
individuals and companies that offer EasyLanguage programming, consulting and
related services. Again, Licensor conducts no investigation or review of any of
such services, and does not recommend, endorse, approve or disapprove of any of
them.

     

    Trademarks;
ActivityBars, Active Ticker, EasyLanguage, OptionStation, PaintBar, PowerEditor,
ProbabilityMaps, RadarScreen, ShowMe, SmartAsk, SmartBid, SmartSearch,
SmartStyling, StrategyBuilder and TradeStation are registered or unregistered
trademarks or service marks of Licensor or one of its affiliates. In certain
cases, registrations therefor are pending. The Software and the Data and their
descriptions also contain other trademarks of Licensor or its affiliates as well
as registered and unregistered trademarks and service marks of the Data
Suppliers, and trademarks, service marks and trade names of other
companies.

     

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    R.J.
O'Brien Account Agreement

     

    
      THIS
IS PART OF A LEGALLY BINDING CONTRACT THAT CONTAINS REPRESENTATIONS, OBLIGATIONS
AND OTHER AGREEMENTS THAT CAN BE ENFORCED AGAINST YOU. PLEASE READ THIS DOCUMENT
VERY CAREFULLY BEFORE SIGNING THE ACCOUNT APPLICATION AND AGREEMENT WHICH
INCORPORATES THIS AGREEMENT AS A PART THEREOF R.J. O'BRIEN AND ASSOCIATES IS
TRADESTATION'S CLEARING AGENT FOR ALL FUTURES ACCOUNT TRANSACTIONS, AND CARRIES
AND IS RESPONSIBLE FOR ALL CUSTOMER ACCOUNT ASSETS AND ALL MARGIN
LENDING.

      NOTE:
TradeStation Securities and its affiliates are express third-party beneficiaries
of the following Account Agreement

       

      1. ACCOUNT
STATUS

      R.J.
O'Brien (RJO) agrees to accept and maintain for the undersigned Customer one or
more accounts and to act as broker or dealer for Customer in the execution and
clearance of orders for transactions involving the purchase and sale of
commodity futures contracts; options on futures contracts; commodities and
forward contracts; option, spot and forward foreign exchange transactions;
exchange for physicals (EFPs"); and any other cash transaction (individually, a
"Contract" and collectively, "Contracts"). Customer hereby represents that all
responses made in connection with the Account Application and Account Agreement
are complete and correct, and that RJO will be informed of any material change
in such data, including financial information.

       

      Customer
warrants to RJO that if Customer is an individual or if this is a joint account,
Customer(s) is of legal age and of sound mind. Unless otherwise indicated in the
Customer Application, no one except the Customer(s) identified in the Account
Application has an interest in the account(s).

       

      Customer
agrees to permit verification of relevant information by RJO through third
parties (including credit reporting entities). In any event, this Customer
Agreement and the account(s) permitted hereunder become effective only upon
acceptance by an authorized representative of RJO at its principal office in
Chicago, Illinois.

       

      2.ACCOUNT
RISKS Customer acknowledges the following:

       

      A) TRADING IN CONTRACTS IS HIGHLY
SPECULATIVE AND IN NO SENSE MAY BE CONSIDERED A CONSERVATIVE
"INVESTMENT';

       

      B) BECAUSE OF THE LOW MARGIN DEPOSITS
NORMALLY UTILIZED AND THE VOLATILE PRICE MOVEMENTS WHICH CAN OCCUR IN THE
COMMODITY MARKETS. THE POSSIBILITY OF RAPID AND SUBSTANTIAL LOSSES IS
CONTINUALLY PRESENT;

       

      C)
TRADING IN CONTRACTS IS APPROPRIATE ONLY FOR THOSE PERSONS FINANCIALLY
ABLE TO WITHSTAND SUBSTANTIAL LOSSES, SOMETIMES GREATLY EXCEEDING THE VALUE OF
THEIR MARGIN DEPOSITS.

       

      3.
MARGINS, DEPOSITS AND BALANCES

       

      All
checks and funds from Customer, to be credited to Customers account(s), must be
payable only to "R.J. O'Brien". Customer agrees at all times to maintain such
margin in his account as RJO may from time to time (at its sole discretion)
require, and will meet all margin calls in a reasonable amount of time. Customer
agrees that, if requested to do so, Customer will promptly wire-transfer such
funds. Market conditions permitting, RJO agrees to make reasonable efforts to
notify Customer of margin calls and/or deficiencies and to allow a reasonable
period for Customer to provide funds. FOR THE PURPOSE OF THIS AGREEMENT A
REASONABLE AMOUNT OF TIME SHALL BE DEEMED TO BE ONE (1) HOUR -OR LESS THAN ONE
HOUR IF, IN RJO'S BUSINESS JUDGMENT MARKET CONDITIONS WARRANT. Customer further
agrees that, notwithstanding anything in this Agreement to the contrary, in the
event that the account(s) is undermargined, has zero equity or an equity deficit
at any time, or in the event that RJO is unable to contact Customer due to
Customer's unavailability or due to a breakdown in electronic communications,
RJO shall have the right to liquidate all or any part of Customer's positions
through any means available, without prior notice to the Customer.

       

      Furthermore,
if at any time Customer's account does not contain the amount of margin
determined by RJO to be appropriate to protect it from adverse market activity,
or in the case of Customers bankruptcy, or any other event which may cause RJO
to be concerned over Customers ability to perform, RJO may at its sole
discretion and without prior notice, to Customer, "straddle" or "spread" open
positions, switch positions to another month, commodity or exchange, close out
positions in whole or part, or limit and/or terminate the right of the Customer
to trade in the account(s), other than for liquidation. RJO is authorized to
take whatever action it deems necessary including, without prior demand or
notice to Customer, hedging and/or offsetting of
Customer's positions in a cash market or otherwise, selling or otherwise
liquidating any property belonging to the Customer or in which the Customer has
an interest, buying or borrowing any property required to make delivery against
any sales, including short sales, effected for Customers account(s) or otherwise
liquidating the positions in Customer's account(s) by exchange of future for
physical transactions, all for Customer's sole account and risk. Such
liquidation, sale or purchase may be public or private and may be made without
notice to Customer and in such manner as RJO may, in its sole discretion,
determine.

       

      RJO may
require margin in excess of that required by applicable law, regulation,
exchange or clearinghouse minimums. All deposits shall be deemed made only when
cleared funds are actually received by RJO. If a check is not honored or paid by
a bank upon presentment, RJO will immediately debit Customers account for the
amount of the returned check as well as any fees incurred. Any failure by RJO to
call for margin at any time shall not constitute a waiver of RJO's right to do
so any time thereafter, nor shall such failure create any liability to the
Customer. RJO shall not be liable to Customer for the loss or loss of use Of any
margin deposits option premiums, or other property, which loss is the direct or
indirect result of bankruptcy, insolvency, liquidation, receivership,
custodianship, or assignment for the benefit of creditors of any bank, other
clearing broker, exchange, clearing organization or similar entity.

       

      RJO may,
for any reason, require Customer to transfer its account(s) to another firm. If
Customer does not transfer its positions promptly upon demand by RJO, RJO may
liquidate the positions and Customer agrees to indemnify and hold RJO harmless
from any and all losses resulting from such liquidation.

       

      The
Customer acknowledges that RJO is hereby specially authorized, for its account
and benefit, from time to time and without notice to it, either separately or
with others, to lend, repfedge, hypothecate or rehypothecate, either to itself
or to others, any and all property (including but not limited to securities,
commodities warehouse receipts or other negotiable instruments) held by Customer
in any of its accounts and RJO shall not at any time be required to deliver to
Customer such identical property but may fulfill its obligation by delivery of
property of the same kind and amount.

       

      4. DEBIT
BALANCES

      All
monies, securities, negotiable instruments, open positions in Contracts, options
premiums, commodities or other property now or at any future time on deposit or
in safekeeping with RJO, shall constitute security for Customer's obligations
hereunder and Customer grants RJO the right to sell or use such security to
offset and credit any of those obligations not promptly paid. Customer
understands that Customer is liable to RJO for any deficit ("debit") balance in
the account(s) remaining after any such offset. If Customer does not promptly
pay a debit in Customer's account(s) and RJO deems it necessary to take
collection action, Customer will hold RJO harmless for all losses and expenses
and will reimburse RJO for the debit and all costs incurred, including
reasonable attorneys' fees in connection with such collection
actions.

       

      Customer
agrees to pay interest on debit(s) at the greater of 1% per month or at an
annual rate of 1% over the prime rate at the Harris Trust & Savings Bank of
Chicago.

       

      5. COMMISSIONS,
FEES AND OTHER COSTS

      Customer
agrees to pay all commissions, fees and other costs charged by RJO, including
but not limited to, introducing broker and floor brokerage,
clearing,

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

    

    
      R.J.
O'Brien Account Agreement

    

     

    
      exchange
and NFA fees. In the event that Customers account is transferred to another
broker, transfer commissions and/or service fees may be charged. Any interest
accrued in any account on excess cash balances shall be retained by RJO. RJO
shall be under no obligation to pay or account to Customer for any interest
income or benefits that may be derived from or use of client monies, reserves,
deposits, cash equivalents or any other property.

       

      If
Customer directs RJO to enter into any transaction which is effected in a
foreign currency or if funds provided by Customer involve the use of a foreign
currency: any profit or loss arising as a result of a fluctuation in the
exchange rate affecting such currency will be entirely for Customer's account
and risk. All initial and subsequent deposits for margin purposes shall be made
in U.S. dollars, unless otherwise requested in writing by Customer, and written
approval from RJO is obtained. RJO is authorized to convert funds in Customer's
account(s) into and from the relevant foreign currency at the rate of exchange
plus appropriate fees, obtained from RJO or RJO's banker.

       

      6. EXCHANGE
AND FEDERAL RULES

      All
transactions handled by RJO on Customers behalf shall be subject to the
constitution, regulations, customs and interpretations of each exchange or
market (and its clearing house, if any), on which the trades are executed, and
to all applicable governmental regulations. RJO shall not be liable to Customer
as a result of any action taken by RJO to comply with such rules. RJO's
violation of any exchange or other self regulatory organization's regulations
shall not provide Customer with either a defense to a claim by RJO or the basis
of a claim against RJO. In the event that the Customer is a regulated
institution or entity, Customer recognizes and acknowledges that it may be
required to comply with regulations including, but not limited to the Commodity
Exchange Act, and that RJO has no obligation to insure that Customer abides by
the rules and regulations pertaining to it.

       

      7. POSITIONS
AND DELIVERIES

      Customer
authorizes RJO to purchase and sell Contracts, in accordance with Customers oral
or written instructions.

       

      Customer
acknowledges Customers reporting obligations (regarding certain sized positions)
under CFTC Regulation 18.00. These sections obligate Customer to notify the CFTC
on Form 40 on the first day that Customers position is reportable (as defined in
CFTC Regulation 15.03) and for each day thereafter as long as Customer holds the
position.

       

      Customer
agrees to honor all assignments and deliver the underlying commodity in the
prescribed time. If Customer fails to so deliver, Customer designates RJO to act
as Customers agent to buy such commodity contracts so that the commitment is
honored. If a call or a put option is written on a futures contract, Customer
realizes that Customer will be required to purchase the underlying futures
contract at the exercise price in the event Customer receives a notice of
assignment. Customer agrees to honor all assignments and pay the exercise price
in the prescribed time. If Customer fails to so act, Customer designates RJO as
Customer's agent to liquidate the underlying futures contract so that Customers
commitment will be honored, Customer understands that Customer's account will be
debited for any loss and that a commission and/or other related transaction
costs will be charged for these services.

       

      Customer
understands that, unless the contract specifications state to the contrary,
every futures contract contemplates delivery and Customer shall promptly advise
RJO if Customer intends to make or take delivery. When Customer intends to take
delivery, Customer shall deposit with RJO the full value of the commodity at
least five (5) business days prior to the first notice day and, in the case of
short positions, at least seven (7) business days prior to last trading day.
Alternatively, sufficient funds to take delivery or the necessary documents must
be in the possession of RJO within the same periods described above. If RJO does
not receive the aforementioned instructions, funds or documents, RJO is
authorized, at its discretion, to borrow or buy any property necessary to honor
such obligation, and Customer shall pay and indemnify RJO for any costs, losses,
penalties or damages (including, but not limited to delivery and storage costs)
which RJO might incur in fulfilling this responsibility.

       

      Customer
understands that if Customer does not liquidate a position prior to the
end of
trading on the last day before expiration of a security futures contract
("SSF"), Customer will be obligated to either make or accept a cash payment for
cash settled contracts, or accept delivery of the underlying securities in
exchange for final payment of the settlement price for SSF contracts settled by
physical delivery. Unless the SSF contract specifications state to the contrary,
every SSF contract contemplates delivery. Before a Customer will be allowed to
make or take delivery of an SSF, Customer must provide RJO with information
relating to the broker-dealer through which Customer will effect delivery. In
this regard Customer will identify the name of the broker-dealer the
broker-dealer's Depository Trust Number, the broker Dealer's Institutional ID
number, and the Customer's account number on the books of the broker-dealer.
When a customer intends to take delivery, Customer shall provide notification
and deposit with RJO the full value of the underlying securities subject to the
SSF at least five (5) business days prior to the last trading day of the
contract. When the customer holds a short position and intends to make delivery,
Customer shall provide notification and tender the underlying securities subject
to the SSF to RJO at least five (5) business days prior to the last trading day.
If RJO does not receive the aforementioned instructions, funds or stocks, RJO is
authorized, at its discretion, to borrow or buy any stock necessary to honor
such obligation, or to liquidate or otherwise offset the position, and Customer
shall pay and indemnify RJO for any costs, losses, penalties or damages
(including, but not limited to settlement and transaction costs) which RJO might
incur in fulfilling this responsibility.

       

      8. OPTIONS

      CUSTOMER
WILL NOT PURCHASE A PUT OR CALL UNLESS CUSTOMER IS ABLE TO SUSTAIN THE TOTAL
LOSS OF THE PREMIUM AND RELATED TRANSACTION COSTS. CUSTOMER WILL NOT SELL
(WRITE) A CALL OR PUT OPTION UNLESS CUSTOMER EITHER OWNS THE UNDERLYING FUTURES
CONTRACT OR IS ABLE TO WITHSTAND SUBSTANTIAL FINANCIAL LOSSES.

       

      Customer
recognizes that Customer is fully responsible for taking action to exercise an
option contract. RJO shall not be required to take any action with respect to an
option contract, including any action to exercise a valuable option prior to its
expiration date, except upon express instructions from Customer. In this
connection, Customer understands that exchanges have established exercise
cut-off times for the tender of exercise instructions, and that Customer's
options may become worthless in the event that Customer does not provide
instructions promptly. Customer further understands that RJO cut-off times may
differ from the times established by the exchanges, and hereby agrees to waive
any and all claims for damage or loss which might arise out of an option not
being exercised. RJO will not be responsible for information regarding option
expiration dates and assignment notification. Additionally, RJO will not be
responsible for any errors or omissions regarding such information.

       

      Customer
understands that the RJO exercise policy is on a random basis. All short option
positions are subject to assignment at any time, including positions established
on the same day that exercises are assigned. Notices of assignment are allocated
on a random basis upon best efforts among all customers' short option positions
which are subject to exercise.

       

      Customer
understands that particular commodity options may cease to trade at any time or
expire, either of which event may result in Customer's financial loss. Customer
also understands that some exchanges may automatically exercise long in the
money options pursuant to the regulations of such exchange.

       

      9.LIMITATION
OF LIABILITY OF RJO FOR ACTS OF BROKERS RJO will execute Customers
transactions solely as agent of Customer. In executing transactions on an
exchange, RJO may utilize floor brokers (who may be employees or other agents of
RJO), but will not be responsible to Customer for negligence or misconduct of an
independent floor broker if, at the time the floor broker was selected, the
floor broker was authorized to act as such under the rules of the relevant
commodity exchange and the appropriate regulatory agency. RJO will not be
responsible to Customer in the event of error, failure, negligence, or
misconduct on the part of any non-guaranteed Introducing Broker, Commodity
Trading Advisor, or other person acting on Customer's behalf and, without
limiting the foregoing, RJO has no obligation to investigate the facts
surrounding any transaction in Customers Account(s) which is introduced by such
non-guaranteed Introducing Broker, Commodity Trading Advisor, or
other

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

    

    
      R.J.
O'Brien Account Agreement

    

     

    
      person.
With respect to guaranteed Introducing Brokers, Customer agrees that RJO's
maximum liability to Customer shall be limited to the amount of the minimum net
capital requirement (calculated in accordance with 17 C.F.R. §1.17 as of the
date of the finding of actual liability), that would have been required for the
guaranteed Introducing Broker had it been a non-guaranteed Introducing Broker.
Customer expressly acknowledges that a finding of liability against an
Introducing Broker may substantially exceed the amount of the Introducing
Broker's minimum net capital requirement which, in some circumstances may be as
low as $30,000. This means that Customer's right to recover from RJO pursuant to
the provisions of this paragraph could also be limited to $30,000.

       

      10.
COMMUNICATIONS AND ORDERS

      Since all
Contracts experience rapid movements in price, Customers attention is required
in the placement of orders and execution of the same by RJO.

       

      Unless a
managed (discretionary) account has been arranged through the execution of a
written trading authorization, each order should be communicated to RJO by the
Customer or Customers duly authorized broker. Instructions should include, but
may not necessarily be limited to, the commodity involved, quantity, price, and
delivery month. Any trade not specifically authorized by Customer must be
immediately reported by Customer directly to RJO's Compliance Department.
Customer will be financially responsible for all trades not so reported and for
any losses arising by virtue of a course of dealing involving his grant of de
facto control over the account to his broker.

       

      Customer
agrees that RJO will not be responsible for delays or inaccuracies in the
electronic preparation of statements or the distribution of market information.
Nor will RJO be responsible for any failure beyond its control, including (but
not limited to) government restrictions, exchange reporting problems, contract
market rulings, strikes, suspension of trading, war or acts of God. RJO's
liability to Customer is limited to damages arising from its own gross
negligence or willful misconduct and such damages are limited to actual (as
distinguished from consequential) damages suffered by Customer. RJO makes no
representation, warranty or guarantee as to, and shall not be responsible for
the accuracy or completeness of, any information or trading recommendations
furnished to Customer by its employees or agents.

       

      Orders
are good for one day only (regular day trading session) unless specified and
accepted as being "open", in which case the order will remain open until filled
or the Customer so specifies. If Customer does not specify the actual exchange
or forum to execute its order, RJO in its sole discretion shall execute the
Customers order using its best judgment. In some circumstances, this may mean
RJO may be on the other side of Customers trade. The price at which an order is
actually executed shall be binding, even if incorrectly reported. Similarly, an
order actually executed but in error reported as not executed is also
binding.

       

      Customer
understands that while the Internet and the World Wide Web generally are
dependable, technical problems or other conditions may delay or prevent Customer
from entering or canceling an order on the RJO Online Trading System, or
likewise may delay or prevent RJO from executing an order on the RJO Online
Trading System. RJO shall not be liable for, any technical problems, system
failures and malfunctions, communication line failures, equipment or software
failures or malfunctions, system access issues, system capacity issues, high
Internet traffic demand, security breaches and unauthorized access beyond the
reasonable control of RJO, and other similar computer problems and defects. RJO
does not represent, warrant or guarantee that Customer will be able to access or
use the RJO Online Trading System at times or locations of Customer's choosing,
or that RJO will have adequate capacity for the RJO Online Trading System as a
whole or in part by RJO's or Customers use of or reliance on the RJO Online
Trading System or its content or in otherwise performing its obligations under
or in connection with this Agreement. In no event will RJO or any of its service
providers be liable to Customer or any third party for any punitive,
consequential, special or similar damages even if advised of the possibility of
such damage. If some jurisdictions do not allow the exclusion or limitation of
liability for certain damages, in such jurisdictions, the liability of RJO or
any of its service providers shall be limited in accordance with this Agreement
to the extent permitted by law. RJO reserves the right to suspend service and
deny access to the RJO Online Trading System without prior notice during
scheduled or unscheduled system maintenance or upgrading.

       

      In the
event that Customer is unable to transmit an order through the RJO Online
Trading System, or is unable to confirm that an electronic order has been
received by RJO, Customer should follow these procedures: (i) if Customer's
account is introduced to RJO by an introducing broker, Customer must contact the
introducing broker, notify the introducing broker of the exact nature of the
problem and, if appropriate, place the order by phone through the introducing
broker; (ii) if Customer is unable to contact his introducing broker by
telephone, or, if Customers account is not an introduced account, Customer must
contact RJO at (312) 373-5000 and notify RJO of the exact nature of the problem
including, but not limited to, the details of the order (including the contract,
quantity and whether the order was to buy or sell). Customer agrees that any
order placed through this number shall be for liquidation of existing positions
only. This number is not to be called by customer for customer support. Customer
agrees that when following these procedures, Customer shall be liable for any
losses arising out of any order that has previously been transmitted by
electronic means, as well as the order placed orally through RJO or Customers
introducing broker.

       

      11.
REPORTS AND NOTICES

      SHOULD
INACCURACIES OR DISCREPANCIES APPEAR ON CUSTOMERS STATEMENTS OF ACCOUNT(S),
MARGIN CALLS, AND NOTICES CUSTOMER AGREES THAT IT IS CUSTOMER'S DUTY TO INFORM
RJO OF THE PROBLEM BY TELEPHONE OR FACSIMILE IMMEDIATELY UPON THE EARLIER OF
ACTUAL RECEIPT OF THE STATEMENT BY CUSTOMER, OR THE TIME THE STATEMENT IS DEEMED
RECEIVED BY CUSTOMER PURSUANT TO THIS PARAGRAPH 11. IN THE EVENT THAT CUSTOMER
DOES NOT RESPOND IMMEDIATELY EXECUTED ORDERS AND STATEMENT REPORTS SHALL BE
CONSIDERED RATIFIED BY CUSTOMER AND SHALL RELIEVE RJO OF ANY RESPONSIBILITY
WHATSOEVER RELATIVE TO THE ORDER(S) IN QUESTION. ALL REPORTS OF INACCURACIES OR
DISCREPANCIES MUST BE MADE TO CUSTOMER'S BROKER AND TO RJO'S COMPLIANCE
DEPARTMENT

       

      Customer
has the responsibility to maintain contact with Customers individual broker at
all times that Customer has market positions or has placed orders but is not
available at Customers regular address or telephone number to receive
reports.

       

      Customer
authorizes RJO to transmit electronically (which may include electronic mail) to
Customer or post on the RJO Online Trading System all statements, compilations
and details of transactions, and other notices, and Customer hereby consents to
such methods of receiving such information. There will not be any additional
cost or fee for this service. If Customer requests a hard copy of any of these
documents, other than by downloading or printing such information or documents
from the RJO Online Trading System, there will be a charge as established by RJO
from time to time. This consent to receiving such information electronically
shall be effective until revoked by Customer in writing and delivered to RJO. It
shall be Customers responsibility to check Customers electronic mail and the RJO
Online Trading System site on a regular basis, and no less then daily, to
receive statements, compilations and details of transactions, and other notices
from RJO. Customer agrees to download or print such statements, compilations and
details of transactions, and other notices if such statements or information are
available for downloading or printing. Information sent by electronic mail shall
be deemed received by Customer by 10:00 a.m. (CST) the next business day after
RJO sends the electronic mail, unless RJO receives a message from its system
administrator that the message was not delivered. Information and notices posted
on the RJO Online Trading System shall be deemed received by Customer by 10:00
am. (CST) after RJO posts such information and notices.

       

      Customer
shall promptly notify RJO of any difficulty in accessing, opening or otherwise
viewing an electronically transmitted document or information. Upon Customers
request, RJO will use an alternative method of delivering such document or
information to Customer, at Customers sole expense. Such alternative means of
delivery shall riot affect the date such document or information is deemed
received by Customer, as set forth above.

       

      Details
of trades and any other similar information or notices either sent
to

       

      
        
           

        

        
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          R.J.
O'Brien Account Agreement

        

         

        
          Customer
or posted on the RJO Online Trading System shall be conclusive and binding
unless Customer notifies RJO to the contrary, (i) where a report or notice is
sent electronically, posted on the RJO Online Trading System or made orally,
then, as the case may be, at the earlier of the time actually received, or
deemed to be received pursuant to this paragraph 11 by Customer, or (ii) where a
report or notice is in writing by 8:00 am. C.S.T. on the next Business Day
following receipt of such report.

           

          12. TAPE
RECORDING

          Customer
hereby authorizes RJO to make recordings of telephone conversations between
Customer and RJO regardless of whether a periodic tone signal is used. Customer
consents to the use of such tape recording in any forum in connection with
resolving disputes. RJO and its affiliates may also, at their discretion,
utilize a telephone recording system to place Customers orders. RJO may erase or
dispose of such tapes in accordance with its normal procedures.

           

          13. AMENDMENTS
AND GUARANTEES

          This
Agreement, reflects the entire agreement between RJO and Customer and supercedes
all prior oral and written agreements between the parties relating to the
subject matter hereof and no provisions hereof shall in any respect be waived,
augmented or modified by any other party unless in writing and signed by an
official so authorized in RJO's office headquarters.

           

          NO ONE
(INCLUDING FCMS, ASSOCIATED PERSONS, INTRODUCING BROKERS, FUND MANAGERS,
COMMODITY TRADING ADVISORS OR POOL OPERATORS) CAN GUARANTEE PROFITS OR THE
ABSENCE OF LOSSES. CUSTOMER AGREES TO PROMPTLY NOTIFY THE RJO COMPLIANCE
DEPARTMENT IF ANY SUCH GUARANTEE IS SUGGESTED.

           

          14. GOVERNING
LAW AND WAIVER OF STATUTES OF LIMITATIONS

          This
Agreement shall be governed by the internal laws of the State of Illinois,
excluding conflict-of-laws principles. Customer agrees that no law suit,
reparations proceeding before the Commodity Futures Trading Commission,
arbitration proceeding or other claim or action relating to this Agreement or
the transactions in Customer's account may be initiated by Customer unless
commenced within one year from the date of the disputed transaction. Customer
expressly acknowledges that but for this waiver, Customer would otherwise have
two years to initiate a claim in reparations before the Commodity Futures
Trading Commission or an arbitration before the National Futures Association,
and may be waiving even longer time periods that Customer might otherwise have
to file a claim under state or federal law.

           

          15. CUSTOMERS
LIABILITY FOR ATTORNEYS FEES

          Customer
agrees that if Customer institutes legal, arbitration, or reparation proceedings
against RJO and if the court, arbitration panel, or other adjudicator deciding
such proceedings determines that RJO has substantially prevailed on a claim made
by Customer in such proceedings, Customer shall pay, immediately upon demand,
all costs and expenses (including attorneys' fees) incurred by RJO in connection
with defending such claim.

           

          16.
ELECTRONIC TRADING AND ONLINE SERVICES

          RJO will
provide Customer with an individual password and a unique user identification
(together, the "Access Codes"). The Access Codes will enable Customer to access
its account and enter orders for its account through the RJO Online Trading
System. Customer must maintain the confidentiality of the Access Codes at all
times. Customer accepts full responsibility for the use and protection of the
Access Codes, which includes, but is not limited to, all orders entered into the
RJO Online Trading System using the Access Codes and changes in Customer's
account information that are entered using the Access Codes.

           

          Customer
accepts full responsibility for monitoring its account(s) with RJO. Should
Customer become aware of any loss, theft or unauthorized use of its Access
Codes, Customer shall notify RJO immediately. Customer shall notify RJO within
one (1) Business Day of discovering any failure to receive compilations and
details of transactions or other communications from RJO. Under either
situation, Customer shall provide written notice to RJO's Compliance Officer at
RJO's office, and such notice will be deemed received only if actually
delivered, sent by electronic mail to info©rjobrien.com,
Attention:

           

          Compliance
Department, or by fax to 312-373-5225, Attention: Compliance
Department.

           

          Any and
all materials that RJO provides to Customer in connection with the RJO Online
Trading System are (if provided on a non-exclusive non-transferable basis, (ii)
the property of RJO and (iii) intended for Customer's use only. Customer shall
not resell or permit access to the RJO Online Trading System to others and
agrees not to copy any materials appearing on the RJO Online Trading System for
resale to others. Customer further agrees not to delete any copyright notices or
other indications of protected intellectual property rights from materials that
Customer prints or downloads from the RJO Online Trading System. Customer shall
not obtain any intellectual property rights in or any right or license to use
such materials or the RJO Online Trading System other than as set out
herein.

           

          Customer
agrees to use the RJO Online Trading System at Customer's own risk. Customer
shall be responsible for providing and maintaining the means by which to access
the RJO Online Trading System, which may include without limitation a personal
computer, modem and telephone or other access line. Customer shall be
responsible for all access and service fees necessary to connect to the RJO
Online Trading System and assumes all charges incurred in accessing such system.
Customer further assumes all risks associated with the use and storage of
information on Customer's personal computer.

           

          The RJO
Online Trading System may contain links to websites controlled or offered by
third parties. The existence of such links should not be construed as an
endorsement, approval or verification by RJO of any content available on third
party sites.

           

          17. TERMINATION

          This
Agreement may be terminated by RJO or the Customer immediately upon written
notice to the other party. In the event of such termination, Customer shall
immediately liquidate positions in Customer's account(s), or transfer such open
commodity interest positions to another FCM. Notwithstanding any termination,
Customer shall satisfy all liabilities to RJO arising hereunder (including, but
not limited to, payment of applicable debit balances, commissions and fees,
including fees with respect to the transfer of positions to another FCM). This
Agreement shall be binding upon Customer's personal representatives and legal
successors, and shall inure to the benefit of RJO's successors by merger,
assignment, consolidation or otherwise. In the event of Customer's bankruptcy
proceedings, death. incompetence, dissolution, or failure to provide adequate
margin, RJO is authorized to terminate account in the fashion described
elsewhere in this Agreement, without prior notice to the Customer. The
termination of this Agreement shall not affect the obligations of the parties
arising from transactions entered into prior to such termination. RJO reserves
the right to terminate any Customer account at any time, for any
reason.

           

          18. OFFSETTING
POSITIONS

          If
Customer maintains separate accounts in which, pursuant to Commodity Futures
Trading Commission Rule 1.46 (d)(6), offsetting positions are not closed out,
RJO hereby advises Customer that, if held open, offsetting long and short hedge
positions in the separate accounts may result in the charging of additional fees
and commissions and the payment of additional margin, although offsetting
positions will result in no additional market gain or loss.

           

          19.
CFTC REG. 15.05 -DESIGNATION OF RJO AS AGENT OF FOREIGN BROKERS, CUSTOMERS OF
FOREIGN TRADERS; AND REG. 21.03 SELECTED SPECIAL CALLS -DUTIES OF FOREIGN
BROKERS, DOMESTIC AND FOREIGN TRADERS, FUTURES COMMISSION MERCHANTS AND CONTRACT
MARKETS

           

          If the
Customer is a foreign broker it understands that pursuant to CFTC Regulation
15.05, RJO is Customer's agent (and in the case of a foreign broker the agent of
its customers) for purposes of accepting delivery and service of any
communication upon RJO shall constitute valid and effective service or delivery
upon Customer (and if it is a foreign broker, upon its customers). The Customer
understands that said regulation requires RJO to transmit the communication
promptly to it (or its customer) in a manner which is reasonable under the
circumstances or specified by the CFTC. The Customer also understands CFTC
Regulation 21.03 requires it to provide to the CFTC upon special call, market
information concerning its options and futures trading (or its customers') as
outlined in the regulation. If the Customer fails to respond to the special
call, the

           

          
            
               

            

            
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      R.J.
O'Brien Account Agreement

    

     

    
      CFTC may
direct the appropriate contract market and all brokers to prohibit further
trades for or on its behalf (or for its customers) in the contract specified in
the call unless such trades offset existing open contracts. Special calls are
made where the information requested would assist the CFTC in determining
whether a threat of market manipulation, corner, squeeze or other market
disorder existed. Under Regulation 21.03(g) if the Customer believes it is
aggrieved by the action taken by the CFTC it shall have the opportunity for a
prompt hearing after the Commission acts. (The Customer understands that copies
of CFTC Regulation 15.05 and 21.03 are available from RJO).

       

      20. MARKET
INFORMATION

      Exchange
and RJO brochures and research are often provided as trading tools. In addition,
RJO's Market Center Direct may also contain certain market information. The
information contained therein is believed to be reliable, however, no
representation is made as to its accuracy, completeness or reliability.
Moreover, interpretation of such information is extremely subjective and may
vary widely from trader to trader. Customer understands that such information
may reflect opinions and RJO shall have no liability arising out of any trading
losses incurred by Customer arising out of reliance upon such information or
opinions in connection with any trading decision.

       

      21. CONSENT
TO JURISDICTION

      Customer
agrees that all disputes, claims, actions or proceedings arising directly,
indirectly, or otherwise in connection with, out of, related to or from this
Agreement shall be litigated or arbitrated only in a court or arbitration forum
located in Chicago, Illinois, unless otherwise agreed by RJO. Customer consents
and submits to the jurisdiction of any state or federal court or arbitration
forum located within the Northern District of Illinois. Customer hereby waives
any right Customer may have to transfer or change the venue of any litigation
brought against Customer by RJO or by Customer against RJO. Customer
acknowledges and consents to RJO's election to instigate legal action to collect
any debit balance in Customer's account(s) in any court located in the Northern
District of Illinois.

       

      Customer
appoints and designates RJO (or any other party whom RJO may from time to time
hereinafter designate) as Customer's true and lawful attorney­in-fact and
duly authorized agent for service of legal process and agrees that service of
such process upon such attorney-in-fact shall constitute personal service of
such process upon Customer; provided, that RJO or such other party shall, within
five days after receipt of any such process, forward the same by air courier or
by certified mail, together with all papers affixed thereto, to Customer at
Customer's mailing address. If any provision of this paragraph shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remaining provisions of this paragraph.

       

      23. WAIVER,
AMENDMENT AND ASSIGNMENT

      The
failure of RJO to enforce at any time any provision of this Agreement shall not
be construed to be a waiver of such provision nor in any way to affect the
validity of this Agreement or the right of RJO thereafter to enforce each and
every provision hereof. No waiver of any breach of this Agreement shall be held
to constitute a waiver of any other or subsequent breach, No waiver or amendment
shall be implied from any conduct, action, or inaction. No provision of this
Agreement may be waived or amended unless such waiver or amendment is in writing
and signed by an authorized officer of RJO. Any rights that Customer may have
pursuant to this Agreement shall not be assigned, transferred, sold or otherwise
conveyed by Customer to another party. Under certain circumstances, RJO may,
subject to exchange, National Futures Association ("NFA") or Commodity Futures
Trading Commission ("CFTC") rules, assign this account to another duly
registered Futures Commission Merchant ("FCM").

       

      24.           FACSIMILE
EXECUTION

      RJO
requires that all customers have an original customer agreement with original
signatures on file with the New Accounts Department. However, at the sole
discretion of RJO, documents signed and transmitted by facsimile machine or
telecopier may be accepted as original documents. The signature of any person or
entity thereon, is to be considered as an original signature, and the document
transmitted is to be considered to have the same binding effect as an original
signature on an original document. At the request of RJO, any facsimile or
telecopy document must be re-executed in original form by the persons or
entities who executed the facsimile or telecopy document. No party hereto may
raise the use of a facsimile or telecopier machine as a defense to the
enforcement of this Agreement or any amendment or other document executed in
compliance with this section.

       

      25.           FOREIGN
EXCHANGE

      All
foreign exchange transactions made and entered hereunder will be entered by RJO
as principal. In other words, RJO will be the opposite party to the transaction
with Customer, as opposed to merely executing Customer's order with a third
party. Customer acknowledges, understands and agrees that RJO is not acting as a
broker, agent, advisor, or in any fiduciary capacity in connection with foreign
exchange transactions. RJO will make available the bid and/or ask price at which
RJO is prepared to enter into a foreign exchange transaction with Customer. Each
bid price or ask price shall be for either a spot contract or forward contract
with a specified value date and shall specify each foreign currency involved.
RJO expects that these prices will be reasonably related to the bid prices and
ask prices available in the market at the time for similar transactions, but a
number of factors, such as communication system delays, high volume, or
volatility can result in deviations between prices quoted by RJO and other
sources. Customer should be aware that prices on foreign exchange transactions
are not determined by open outcry or otherwise on registered exchanges, and that
such transactions are not subject to the same regulatory oversight as
transactions in regulated futures and/or options on futures contracts. RJO makes
no warranty, express or implied, that the bid and ask prices represent
prevailing bid and ask prices.

       

      26. CUSTOMER
REPRESENTATIONS AND WARRANTIES FOR FOREIGN EXCHANGE TRANSACTIONS

      Customer
represents and warrants that Customer is making its own independent decisions of
whether to enter into a foreign exchange transaction and whether that
transaction is appropriate or proper for Customer based upon Customer's own
judgment and upon advice from such advisors as Customer deems necessary.
Customer is not relying on any communication (written or oral) of RJO as
investment advice or as a recommendation to enter into any foreign exchange
transaction. Customer understands that information and explanations related to
the terms and conditions of a foreign exchange transaction shall not be
considered investment advice or a recommendation to enter into that foreign
exchange transaction. Customer further represents and warrants that it has not
received any assurance or guarantee from RJO as to the expected results of
trading in foreign exchange transactions. Customer represents and warrants that
Customer is capable of evaluating and understanding each foreign exchange
transaction (either on Customer's own behalf or through independent professional
advice), and understands and accepts the terms, conditions, and risks of each
foreign exchange transaction to which Customer is a party. Customer warrants
that Customer is willing and financially able to sustain all losses associated
with the foreign exchange transactions entered into by Customer and that RJO
shall not be liable to customer for the loss of any margin deposits or other
funds deposited by Customer in connection with such foreign exchange
transactions.

       

      27. SEVERABILITY

      If any
provision of this Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition
or invalidity ascend, without invalidating the remaining provisions of this
Agreement.

       

      28.NO
LIABILITY FOR ACTS OR OMISSIONS OF TRADESTATION (i) The relationship
between RJO and its employees and TradeStation Securities, Inc. ("TradeStation")
is only to clear trades Customer places through TradeStation; (ii) TradeStation
is not controlled by RJO; (iii) supervision and control of activity in
Customer's account(s) rest with TradeStation, subject to exchange, government
and NFA regulations; (iv) commissions charged to Customer's account(s) are
established by TradeStation and these charges include Customer's fee for
clearing Customer's transactions. Customer agrees that RJO is not responsible or
liable whatsoever for any matter relating to sales practices, trading practices,
errors in order entry or any similar or other matter, it being expressly
understood, agreed and acknowledged that RJO's sole responsibilities hereunder
relate to the execution, clearing, accounting and confirmation of transactions
for Customer's account on various exchanges in accordance with the instructions
received by RJO from TradeStation for and on behalf of Customer (or Customer's
trade placement through TradeStation's electronic trading services) in
accordance with usual and customary practices, and carrying Customer account
funds and assets. Customer agrees to refrain from bringing any action or
counterclaim against RJO with respect to any matter other than RJO's gross
negligence or willful misconduct in executing, clearing and/or accounting of
transactions, or carrying Customer account funds and assets.

       

      
        
           

        

        
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