**EXHIBIT 10.1**

**FullyDisclosed Clearing Agreement**

This agreement (the “Agreement”)is made between RBC Dain Correspondent Services, a division of RBC DainRauscher Inc., a Minnesota corporation (“Clearing Broker”), and the partysigning below (“Correspondent”), having the form of organization set forthbelow.

**Recitals**

WHEREAS, Correspondentdesires that Clearing Broker shall provide certain services (the “Services”) toCorrespondent with respect to accounts of customers (individually, a “Customer”,collectively, the “Customers”) and proprietary accounts (collectively, “Accounts”)introduced to Clearing Broker by Correspondent, which include: (i) executing,clearing and settling securities transactions (“Transactions”) on behalf ofCorrespondent; (ii) preparing and delivering confirmations of Transactionsand periodic Account statements; (iii) extending credit (“Margin”) to Accounts; (iv) performingcashiering functions, including, but not limited to, receiving and deliveringchecks, funds and securities and collecting commissions and other fees ofCorrespondent; (v) safeguardingAccount funds and securities;and (vi) maintaining books and records with respect to the Accounts;

WHEREAS, the parties aresubject to certain state and Federal laws and regulations relating tosecurities markets and transactions and the customs and usages, rules, by-laws,and constitutions (collectively, the “Applicable Rules”) of the Securities andExchange Commission (the “SEC”), the National Association of Securities Dealers(“NASD”), the New York Stock Exchange (“NYSE”), other securities exchanges(individually, an “Exchange”, collectively, the “Exchanges”), any clearingagencies, or the Board of Governors of the Federal Reserve System;

WHEREAS, the word “securities”as used within this agreement shall have the same meaning and be defined in thesame manner as provided by Section 3(a)(10) of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”); and

WHEREAS, Correspondent isa securities broker dealer and desires to utilize the Services as provided inthis Agreement in accordance with the Applicable Rules.

NOW, THEREFORE, inconsideration of the mutual covenants hereinafter set forth and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, Clearing Broker and Correspondent hereby covenant and agree asfollows:

**Section 1. GeneralProvisions**

**1.1   Incorporationof Recitals.** The above recitals are hereby incorporated as anintegral part of this Agreement as if fully set forth herein.

**1.2   NoAgency or Partnership Created.** Nothing contained in thisAgreement shall be deemed to create a partnership, joint venture or agencyrelationship between Clearing Broker and Correspondent.

**1.3   Allocationof Responsibility.** As between Clearing Broker andCorrespondent, Correspondent shall be responsible for the relationship witheach Customer. Clearing Broker’s function is limited to the provision toCorrespondent of the Services as described herein. Unless specificallyallocated to Clearing Broker, Correspondent shall be responsible for all dutiesand functions with respect to Customers and concerning any Accounts.

**Section 2. Servicesto be Performed by Clearing Broker**

**2.1   Services.**The Services shall include the following:

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**2.1.1     Openingof Accounts.** Clearing Broker shall establish Accounts forCustomers introduced by Correspondent, upon receipt from Correspondent of theinformation described in Section 3.1. Upon receipt of information fromCorrespondent changing or correcting any information with respect to theAccount, Clearing Broker will make such change or correction.

**2.1.2     Execution.**Clearing Broker shall execute Transactions in accordance with orders andinstructions received from Correspondent pursuant to Section 3.2 below. IfCorrespondent gives specific instructions with respect to routing ofTransactions, the Clearing Broker will follow those instructions. IfCorrespondent does not give such specific instructions with respect to therouting of Transactions, the Clearing Broker may (a) execute the orderitself, (b) execute the order with another brokerage firm that is a marketmaker in the security involved, or (c) execute the order through a primaryor regional exchange, in each case in accordance with all Applicable Rules. Inreturn for routing an order to a specific market, the Clearing Broker mayreceive cash payment, return order flow or favorable adjustments on tradeerrors. Any remuneration received by the Clearing Broker will be considered areduction of its execution costs and will not accrue to Accounts. The Clearing Broker will comply with all Applicable Rules concerningdisclosure to Customers regarding order routing and payment for order flow.

**2.1.3     Confirmations.**Except as may otherwise be agreed, Clearing Broker shall generate and maildirectly to Customers in accordance with instructions received and acceptedfrom Correspondent confirmations with respect to all Transactions. ClearingBroker shall provide copies to Correspondent of all such confirmations and anyother written communications sent to and received from a Customer.Correspondent understands and agrees that all such confirmations shall indicatethat the Account is introduced to Clearing Broker by Correspondent.

**2.1.4     Booksand Records.** Clearing Broker shall prepare and maintain booksand records with respect to Transactions and Accounts as required by theApplicable Rules. Clearing Broker shall also maintain on behalf ofCorrespondent such additional books, records, and other documents orinformation as Correspondent shall request and Clearing Broker may agree.Clearing Broker shall upon request of Correspondent provide Correspondent withaccess to and, at Correspondent’s expense, originals or copies of any suchbooks, records, documents and information in the possession of Clearing Broker.On an annual basis within thirty (30) days of July 1 of each year, theClearing Broker shall provide to Correspondent’s Chief Executive Officer andCompliance Officer a list of reports offered to Correspondent, and shallspecify those reports actually requested by, or supplied to, Correspondent asof the report date. Clearing Broker shall file a copy of such notice withCorrespondent’s designated examining authority.

**2.1.5     Cashiering.**Clearing Broker shall performcashiering functions for Correspondent.Said functions may include the receipt and deposit by Correspondent to bank accountsestablished by and for thebenefit of Clearing Broker of customerfunds, checks and cash, and the receipt byCorrespondent of securities sold for the Accounts as well as certainadministrative functions relating thereto. All customer funds and securities shall be promptly forwarded byCorrespondent to Clearing Broker. Clearing Broker shall be responsiblefor performing administrative and bookkeeping functions with respect todeposits, fees and charges in the Accounts. Clearing Broker shall not beresponsible for any securities or funds until properly delivered to ClearingBroker pursuant to Clearing Broker’s requirements.

**2.1.6     Margin.**With respect to any Account in which Margin is requested to be extended,Clearing Broker shall obtain from Correspondent an agreement executed by theCustomer in form and substance satisfactory to Clearing Broker (the “MarginAgreement”). All Transactions shall be considered cash transactions until suchtime as Clearing Broker has received the applicable executed Margin Agreements.Clearing Broker shall generate and make all Margin maintenance calls inaccordance with the Applicable Rules. Clearing Broker shall have sole discretionwith respect to the amount of Margin maintained by any Account, and may, in itssole discretion, impose higher Margin

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requirements than those imposed by the ApplicableRules. Clearing Broker, as creditor, is responsible for compliance withRegulation T, 12 CFR, part 220, the Federal Margin Regulations promulgated bythe Board of Governors of the Federal Reserve System (the “Board”), anyinterpretive ruling issued by the Board, and any other applicable Margin andmaintenance requirements of the Applicable Rules with respect to MarginAccounts. As provided in Section 3.5 herein, Correspondent is responsiblefor obtaining all cash or securities required to be deposited in the Accounts,whether to satisfy a debit balance or other liability arising in an Account(individually and collectively, the “Account Debits”) or otherwise.Notwithstanding the above, Clearing Broker may, at any time, and withoutliability or obligation to do so (or to do so again in the future), contact anyCustomer or collect funds or securities from any Customer with respect to anyAccount Debit with or without priornotice to Correspondent. Nothing contained in this Agreement shall relieveCustomer from his/her obligation to pay to Clearing Broker all amounts due inhis/her Account.

**2.1.7     AccountTransfers.** Pursuant to written notification executed by aCustomer and forwarded by Correspondent to Clearing Broker, any Customer maychoose to transfer its Account to another broker dealer. Upon receipt of suchnotice, Clearing Broker shall have exclusive responsibility for compliance withRule 412 of the NYSE and any similar Applicable Rule. Clearing Broker mayaccept and process directions received directly from the Customer with respectto the transfer of the Account to another broker dealer; Clearing Broker mayrefuse to accept any other orders or instructions received directly from aCustomer except those received onbehalf of Customer from Correspondent.

**2.1.8     Correspondentand Customer Service.** Clearing Broker shall be responsiblefor receiving and responding to all inquiries from Correspondent regarding theAccounts and all confirmations and statements relating to the Accounts. Exceptas otherwise required by the Applicable Rules, all such inquiries shouldinitially be directed to Clearing Broker’s Customer Service Department.

**2.1.9     FullyDisclosed Basis.** Clearing Broker shall carry the Accounts ona fully disclosed basis. Clearing Broker shall be responsible for making alldisclosures to Customers required by NYSE Rule 382.

**2.1.10   Clearanceand Settlement of Trades.** Clearing Broker shall clear andsettle Transactions in the Accounts in accordance with the Applicable Rules.Clearing Broker shall receive from Correspondent or directly from Customer anysecurities sold and will deliver such securities in accordance with theApplicable Rules.

**2.1.11   Statements.**Clearing Broker shall prepare and mail directly to Customers in accordance withinstructions received and accepted from Correspondent periodic statements forthe Accounts in accordance with the Applicable Rules. All such statements shallindicate that the Account is introduced by Correspondent and carried byClearing Broker. Each such statement shall contain the name and telephonenumber of the Customer Service Department at Clearing Broker that Customers cancontact with questions regarding the Account and shall disclose that all fundsand securities of Customers are in thecustody of Clearing Broker and not of Correspondent.

**2.1.12   Safekeeping.**Clearing Broker shall hold in custody and safe-keeping all securities andpayments received for the Accounts, collect and disburse dividends and otherdistributions with respect to securities within the Accounts and process inaccordance with any instructions received from Correspondent exchange offers,rights offerings, warrants, tender offers, redemptions or proxy requestsreceived with respect to securities in the Accounts.

**2.1.13   ExceptionReports.**To theextent provided by Applicable Rules, at the commencement of thisAgreement and annually thereafter, Clearing Broker shall furnish toCorrespondent a list of reports thatmay assist Correspondent, inCorrespondent’s sole opinion, in supervising and monitoring Accounts,including, but not limited to, exception reports. Correspondent shall promptlynotify Clearing Broker as to which of such reports should be furnished toCorrespondent. It is understood 

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that Clearing Broker shall not be responsible forsupervising Correspondent’s activities or compliance with Applicable Rules.

**2.1.14   CustomerComplaints.** To theextent provided by Applicable Rules, Clearing Broker shall promptlyfurnish to Correspondent and Correspondent’s designated examining authority anywritten complaint from a Customer with respect to Correspondent’sresponsibilities and functions hereunder received by Clearing Broker. ClearingBroker shall notify such Customer in writing that (i) Clearing Brokerreceived such complaint and furnished same to Correspondent for response and to Correspondent’s designatedexamining authority, and (ii) Customer has the right, at Customer’sdiscretion, to transfer Customer’s Account to another broker-dealer.

**2.1.15   Accessto Electronic Order Entry Devices.**To the extent thatClearing Broker provides Correspondent with electronic order entry devices toroute orders to the NYSE, Clearing Broker shall assure itself thatCorrespondent employs adequate written control procedures to minimize thepotential for errors.

**2.1.16   Reporting Order Information.**Subjectto the terms and conditions of this Agreement, Clearing Broker will beresponsible for submitting, in conformity with the Applicable Rules,information provided by Correspondent regarding orders in NASDAQ Securitiesplaced and entered into by the Correspondent. Any records of Order Audit TrailSystem (“OATS”) data prepared on behalf of Correspondent and maintained byClearing Broker are the property of Correspondent and shall be surrendered toCorrespondent promptly upon Correspondent’s request. Clearing Broker shallpermit, and Correspondent hereby authorizes Clearing Broker to permit, theexamination of any records of OATS data prepared on behalf of Correspondent andmaintained by Clearing Broker at any time or from time to time during businesshours by representatives of NASD and to promptly furnish to NASD or itsdesignee upon request true, correct, complete, and current hard copy of any orall of any part of these records. Clearing Broker shall promptly notifyCorrespondent upon the occurrence of any event, including physical damage toClearing Broker’s facilities, or legal proceedings involving Clearing Broker,that would materially affect Clearing Broker’s ability to make OATS reports onbehalf of Correspondent. Correspondent shall promptly report to Clearing Brokerall necessary information required by the Applicable Rules respectingorders in NASDAQ Securities which the Correspondent intends to submit toClearing Broker for execution so as to facilitate the reporting of suchtransactions by Clearing Broker in conformity with the OATS Rules and allother Applicable Rules. Correspondent shall cooperate with Clearing Broker andprovide Clearing Broker, its attorneys, accountants and authorized agents withall appropriate data in its possession, including, without limitation, alltransaction and account documents, books and records, necessary for ClearingBroker to comply with the OATS rules, and to permit Clearing Broker to defendagainst any allegation of a violation of an OATS rule or any ApplicableRule. The Correspondent understands and agrees that Clearing Broker cannotperform its reporting and other obligations under this Agreement, and furtheragrees that those obligations are waived, to the extent that any order data isnot entered or is improperly entered into by Correspondent, or received or improperlyreceived by Clearing Broker. Correspondent acknowledges and agrees thatClearing Broker is performing its obligations under this Agreement as anaccommodation to Correspondent, and that the NASD takes the position that nocontractual arrangement, no matter how comprehensive, will relieve any member(including Correspondent) of its responsibilities under the OATS rules.

**2.2   Rightto Subcontract.** In performing the Services, Clearing Brokermay contract with third party vendors to provide ancillary or support services(the “Vendors”). With respect to certain Services designated by ClearingBroker, Correspondent shall contract directly with Vendors identified byClearing Broker or as may be selected by Correspondent and approved by ClearingBroker. Clearing Broker shall have no liability for the failure to perform,errors, omissions or the delay, inadequacy or insufficiency of performance byany Vendor but will cooperate with Correspondent in asserting such rights asCorrespondent may have pursuant to contracts with the Vendors.

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**2.3   Limitationsand Restrictions.**

**2.3.1    **ClearingBroker expressly reserves the right, in its sole discretion, to limit andrestrict any of the Services including, without limitation, by rejecting anyorder or transaction for any Account, by refusing to execute, clear or settleany Transaction, to carry or to continue to carry any Account, or to provideMargin for any Account.

**2.3.2    **ClearingBroker may liquidate any and all Transactions or collateral held in an Account in the following circumstances: (i) upon the request of Correspondent; (ii) upon the death, incapacity,insolvency, or bankruptcy of Customer; (iii) upon a Customer’s failure to honor any obligations with respect toTransactions, the Account or Margin; (iv) in the event failure to do sowould result in a violation of the Applicable Rules; or (v) ClearingBroker in its sole discretion determines to do so.

**2.3.3    **Unlessotherwise expressly agreed to in awriting signed by both parties,Clearing Broker shall not be responsible for providing any of the followingservices: (i) accounting, bookkeeping or record keeping, cashiering orother services with respect to commodity transactions or other transactions notinvolving securities; (ii) preparation of Correspondent’s payroll records,financial statements or any analysis thereof; (iii) preparation orissuance of checks in payment of Correspondent’s expenses, other than expensesincurred by Clearing Broker on behalf of Correspondent; (iv) payment ofcommissions, salaries or other remittances to Correspondent’s salespersons orother employees or agents; (v) preparation or filing of any ofCorrespondent’s reports to the SEC or any state securities commission or anyExchange, provided, however, that Clearing Broker will, at the request ofCorrespondent, furnish Correspondent with any necessary information containedin records kept by Clearing Broker and not otherwise available to Correspondentfor use in making such reports; (vi) delivery of prospectuses or otherdisclosure documents required pursuant to Applicable Rules other thandisclosures required to be made pursuant to NYSE Rule 382, or any similar rule ofany Exchange, or SEC Rule 10b-16, (vii) making and maintainingreports and records required by the Currency and Foreign Transactions ReportingAct of 1970, as amended, and the regulations thereunder, or any other similarprovisions within the Applicable Rules; (viii) verification of addresschanges of Customers; and (ix) any other function, task or service notspecifically allocated to it in this Agreement.

**2.3.4    **Solelyfor purposes of the Securities Investor Protection Act of 1970 and the SEC’sfinancial responsibility rules, Customers are deemed customers of ClearingBroker and not of Correspondent.

**Section 3. Functionsand Obligations of Correspondent**

Correspondentshall perform the following functions and obligations with respect to theAccounts:

**3.1   Openingand Approving of Accounts.** Correspondent shall open andapprove an Account for each Customer only upon obtaining, verifying andretaining current and correct documentation containing the financial andpersonal information and agreements for each Account (“Account Documents”)required by the Applicable Rules. Correspondent shall introduce the Accountsfor acceptance by Clearing Broker by furnishing to Clearing Broker the basicinformation required to open the account (including, without limitation, thename, address, tax identification number, standing instructions, representativenumber and such other information or agreements as Clearing Broker may deemnecessary to perform the Services) and such Account Documents as ClearingBroker may require. Correspondent shall promptly furnish to Clearing Broker anychanges or corrections to the Account information of Account Documentsnecessary to keep such information and Account Documents current and correct.

**3.2   Executionof Trades, Confirmations and Periodic Statements.**Correspondent may forward Customer orders and instructions for Transactions toClearing Broker for execution pursuant to Section 2.1.2. If Correspondent executes Transactions “away” from the Clearing Broker, or ifthe Correspondent provides specific instructions to the Clearing Broker withrespect to order routing, Correspondent will comply with and be

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responsible forall Applicable Rules concerning best execution and disclosure to Customersof order routing or payment for order flow. Correspondent shall provideClearing Broker with all necessary information to generate and mail directly toCustomers confirmations with respect to any Transactions. Correspondentunderstands and agrees that all confirmations shall indicate that the Accountis carried, and Transactions are cleared and settled, by Clearing Broker. It is understood that Clearing Broker shallaccept, without any inquiry or investigation, all directions fromCorrespondent, as agent of each Customer, regarding Transactions in Accounts,and any other instructions from Correspondent, as agent of each Customer,concerning Accounts or the property therein, including the transfer of funds tothird parties.

**3.3   Disclosureto Customers.** Correspondent shall provide to the Customers notices, disclosuredocuments and prospectuses required pursuant to the Applicable Rules.

**3.4   Supervisionof Accounts.** Correspondent acknowledges that Clearing Broker’srelationship with Correspondent and with Customers shall be strictly limited tothe provision of the Services hereunder and that Clearing Broker shall onlyperform and be responsible for such Services. Correspondent shall have theexclusive responsibility for ascertaining the investment objective of eachCustomer, “knowing the Customer,” the suitability of Transactions effected forCustomers, and Clearing Broker shall have no such responsibility with respectthereto. Correspondent shall have the exclusive responsibility for compliancewith Rule 405 of the NYSE and any similar rule of any other Exchangein which Correspondent is a member or any similar rule of the NASD withrespect to each Account and every order, Transaction or instruction.Correspondent has established and maintains, and shall have exclusiveresponsibility for adherence to, compliance and supervisory procedures adequateto assure compliance by Correspondent, its agents, servants and employees withthe Applicable Rules and this Agreement, which procedures for supervisioninclude provisions with respect to: (i) the opening, approving andmonitoring of Accounts including the suitability of Transactions; (ii) thereasonable basis for recommendations made and investment advice and investmentstrategies provided to Customers; (iii) the orders and execution of ordersfor Transactions in compliance with Customer instructions; (iv) thefrequency of trading in the Accounts, whether or not such Transactions areinstituted by Correspondent, its partners, officers, employees or anyregistered investment adviser; (v) discretionary Accounts; (vi) restrictedAccounts as defined by the Applicable Rules; (vii) compliance withrestricted or control stock requirements of the Applicable Rules; and (viii) securingand transmitting orders in a form and format as specified by Clearing Broker.

**3.5   CustomerPayments.** While each Customer is directly responsible to theClearing Broker with respect to payment for all securities purchased, and forthe delivery of all securities sold, for his or her Account, the Correspondentshall be responsible for obtaining from each Customer such funds or securitiesas are required to be deposited or maintained in Accounts. Correspondent shallbe responsible to the Clearing Broker for payment for securities purchased inthe Accounts until actual and complete payment therefor has been made.Correspondent shall be responsible to Clearing Broker for delivery ofsecurities in the Accounts until acceptable deliveries of such securities havebeen completed. If Correspondent maintains minimum net capital of less than$250,000, it shall direct Customers to make all payments for Transactionsdirectly to Clearing Broker. If Correspondent maintains minimum net capital of lessthan $50,000, Correspondent shall also direct Customers to deliver allsecurities directly to Clearing Broker for Transactions within the Account andshall notify Customers that Correspondent is prohibited from receiving funds(other than checks made payable to third parties, including Clearing Broker) orsecurities. Correspondent shall deposit in bank accounts established for thebenefit of Clearing Broker prior to the close of business on the day of receiptall funds and checks received by Correspondent with respect to any Account asspecified by Clearing Broker to enable Clearing Broker promptly and properly torecord such remittances and receipts in the Account. Correspondent shall sendall securities received by it to Clearing Broker by overnight delivery serviceon the day of receipt, or as specified by Clearing Broker. Correspondent isresponsible for the collection of the initial Margin required pursuant to theApplicable Rules to support each Margin transaction for an Account, theamount of any Margin maintenance requirement pursuant to the Applicable Rules andthe timely payment of all Account Debits, interest and other charges incurredin an Account. Correspondent is also responsible to Clearing Broker for thecollection of funds or securities required to settle any Transactions. Ifrequested by Clearing Broker, Correspondent shall promptly transmit toCustomers all requests for initial and maintenance Margin and for funds orsecurities to settle Transactions or pay Account Debits. Correspondent shall beliable for any loss, liability, damage, cost or expense (including but nototherwise limited

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to fees andexpenses of legal counsel) incurred or sustained by Correspondent or ClearingBroker, or both, as a result of the failure of any Customer to timely makepayments or deposits of securities to satisfy Account Debits, settleTransactions or to comply with any Margin calls or any term or provision of amargin agreement with Clearing Broker, and/or consent to loan and hypothecationof securities. In its sole discretion, at any time, Correspondent may effect a “buy-in”or “sell-out” of a Transaction or liquidate an Account Debit and collect fromthe Customer any deficiency resulting from the “buy-in” or “sell-out” orliquidation.

**3.6   Waiverof Procedures.**

**3.6.1    **Subjectto the Applicable Rules, Correspondent may request Clearing Broker to alter orwaive compliance with any one or more of Clearing Broker’s practices orpolicies with respect to one or more Accounts or Transactions. Upon making arequest for waiver, Correspondent undertakes to reimburse, indemnify and holdharmless Clearing Broker from any loss of any kind that may result from suchwaiver and the accommodation of the request by Clearing Broker.

**3.6.2    **Correspondentmay request that Clearing Broker extend, or continue to extend, credit to anAccount in excess of the credit that Clearing Broker would otherwise be willingto extend. In connection with such an extension of credit, Correspondent shalldeposit to the Account established solely for this purpose and maintained byCorrespondent at Clearing Broker (the “Margin Collateral Account”) suchAcceptable Securities or Cash as Clearing Broker may request in an amountdetermined by Clearing Broker from time to time in order to secure such extensionof credit. “Cash” means immediately available United States dollars; and “AcceptableSecurities” means: (1) any security which is issued or fully guaranteed asto principal and interest by the United States of America; and (2) suchother securities acceptable to Clearing Broker in its sole discretion.

**3.6.3    **Inthe event any such deposit into the Margin Collateral Account is not timelymade, Clearing Broker may in its sole discretion and regardless of whether theMargin Collateral Account is then in compliance with applicable marginrequirements, pledge, re-pledge, hypothecate or re-hypothecate without priornotice any or all securities which Clearing Broker may hold in an account ofthe Correspondent at Clearing Broker (either individually or jointly withothers), separately or in common with other securities or any other property,for the sum then due or for a greater or lesser sum and without retaining inits possession and control for delivery a like amount of similar securities;sell out any or all securities which Clearing Broker may hold for such Accountor in an Account of theCorrespondent at Clearing Broker (either individually or jointly with others),or buy in any or all securities required to make delivery; or apply to anappropriate committee of any national securities exchange or association for anextension of the time within which payment or delivery is due. Any sale,purchase or cancellation authorization hereunder may be made, in ClearingBroker’s sole discretion, on an exchange or other market where such business isthen usually transacted, or at public auction, or at a private sale withoutadvertising the same and without any notice, prior tender, demand or call; andClearing Broker may purchase the whole or part of such securities free from anyright of redemption and the Account and the Correspondent shall remain liablefor any deficiency. The election as to whether to enforce the foregoingprovisions against either the Account or the Correspondent, or the allocationbetween such Accounts, is atClearing Broker’s sole discretion, and any decision to act or not to act willnot limit or supersede Clearing Broker’s rights under section 9 of thisAgreement.

**3.7   Validityand Authority of Information.** Correspondent shall obtain andmaintain the necessary documents, information, systems and interfaces withClearing Broker’s systems in order to perform the functions and obligationsallocated to Correspondent pursuant to this Agreement. Correspondent representsand warrants to Clearing Broker that: (i) all Accounts, orders,Transactions, instructions, Margin and Account Debits established, entered,incurred or maintained have been duly and validly authorized and are legallybinding and enforceable according to their terms against the Customer; (ii) allsecurities delivered by a Customer or Correspondent to Clearing Broker aregenuine, will be in good delivery form, free of liens, claims and encumbrancesand have not been reported lost, missing or stolen; and (iii) alldocuments delivered to Clearing Broker will be genuine and duly executed by theparties named therein.

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**3.8   CustomerCorrespondence.** All Customer correspondence shall bereviewed, responded to and resolved by Correspondent; provided, however, thatto the extent any Customer correspondence contains any inquiry or complaintrelating to Services provided by Clearing Broker, Correspondent shall promptlyprovide Clearing Broker with copies of the correspondence. Clearing Brokershall cooperate with Correspondent by providing such information and copies ofdocuments and records as are reasonably necessary for Correspondent to respondto such Customer.

**3.9   NegotiableInstruments.** In the event that the Services provided hereinshall allow Correspondent to issue to Customers negotiable instruments such asdrafts or checks, for which Clearing Broker is the drawer or maker,Correspondent hereby represents that it currently has, and covenants that itshall maintain and shall enforce, supervisory procedures satisfactory toClearing Broker with respect to the issuance of such instruments.

**3.10 DVP/RVPand Prime Brokerage Transaction.**

**3.10.1  **Correspondentagrees that all Customers who engage in delivery versus payment (“DVP”) orreceipt versus payment (“RVP”) transactions (and their agents) will utilize thefacilities of a securities repository for the confirmation, acknowledgment, andbook entry settlement of all depository eligible transactions, subject to theexceptions of Rule 387 of the NYSE with respect to all DVP/RVPtransactions, except for the delivery of confirmations.

**3.10.2  **Correspondentshall not engage in any prime brokerage transactions without the prior approvalof Clearing Broker.

**3.10.3  **Correspondentagrees that all transactions where Correspondent acts as an executing brokerfor Accounts that utilize a prime broker (“Prime Brokerage Customers”), shallbe conducted in accordance with the requirements of the SEC No-Action Letter,dated January 25, 1994 (the “SEC No-Action Letter”).

**3.10.4  **Correspondentshall notify Clearing Broker with respect to each Prime Brokerage Customer forwhich Correspondent intends to act as an executing broker and Correspondentshall be solely responsible for conducting its own credit review with respectto such Prime Brokerage Customer. Correspondent shall promptly notify ClearingBroker, but in no event later than 3:00 p.m. Eastern Standard Time oftrade date, in a mutually acceptable fashion, of such trades in sufficientdetail for Clearing Broker to be able to report and transfer any trade executedby Correspondent on behalf of a Prime Brokerage Customer to the relevant primebroker. Correspondent understands and agrees that if the prime broker shalldisaffirm or DK any trade executed by Correspondent on behalf of a PrimeBrokerage Customer, Correspondent shall, if it has not already done so, open amargin Account for such Prime Brokerage Customer and shall transfer or deliverthe trade to such margin Account for the risk and expense of Correspondent tothe same extent as for any Account introduced by Correspondent pursuant to thisAgreement. Correspondent understands and agrees that for certain PrimeBrokerage Customers, Dain Rauscher Incorporated (“Dain Rauscher”) may act asboth Clearing Broker and prime broker (the “Prime Broker”). Dain Rauscher asPrime Broker will not disaffirm or DK a transaction for Correspondent’s PrimeBrokerage Customers but will notify Correspondent that a problem exists and, aspermitted under the SEC No-Action Letter, that it is unable to settle the trade.Dain Rauscher as Clearing Broker will request that Correspondent open a marginAccount for such Prime Brokerage Customer and transfer or deliver the trade tosuch margin account for the risk and expense of Correspondent to the sameextent as for any Account introduced by Correspondent pursuant to thisAgreement.

**3.10.5  **Correspondentagrees to indemnify and hold harmless Clearing Broker and its controllingpersons, officers, directors, agents, servants and employees from and againstcosts, losses, claims, liabilities, fines, penalties, damages and expenses(including reasonable attorney and accountant fees) arising out of or resultingfrom Correspondent’s activities as an executing broker.

**3.11 Underwriting;Syndicates.**Correspondent shall provide to Clearing Broker awritten list of

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securities as to which Correspondent intends to act asunderwriter, or as to which Correspondent intends to enter into, or join, asyndicate (whether as part of the underwriting or selling group) relating tothe issuance or placement of those securities. Clearing Broker shall have theright to limit or prohibit Correspondent’s underwriting or syndicate activitieswith respect to any security. Under no circumstances may Correspondent act asunderwriter or join a syndicate without the prior written approval of ClearingBroker. Clearing Broker may impose certain conditions upon Correspondent’sserving as an underwriter, or its participation in any syndicate.

**3.12 Marketmaking.**Upon the execution of this Agreement, Correspondent shallprovide to Clearing Broker a written list of all securities with respect towhich Correspondent is a marketmaker. Correspondent shall give prior writtennotice of any proposed changes in its marketmaking activities. Correspondentshall provide Clearing Broker on a timely basis with information sufficient toensure that any confirmations sent to Customers by Clearing Broker onCorrespondent’s behalf contain correct information regarding Correspondent’srole in the transaction. Clearing Broker shall have the right to limit orprohibit Correspondent’s marketmaking activities with respect to any security.

**3.13 SecondaryCorrespondents.**Correspondent covenants that it shall not,without the prior written approval of Clearing Broker, enter into or executeany agreement with another broker-dealer, including an affiliated broker-dealer(each, a “Secondary Broker-Dealer”), which would have the effect of extendingto such Secondary Broker-Dealer any service or product provided by ClearingBroker to Correspondent. Correspondent further understands, acknowledges andagrees that (a) it bears sole responsibility for satisfying any additionalor supplementary regulatory requirements relating entering into a relationshipwith the Secondary Broker-Dealer, including, without limitation, theobligation, if any, to obtain the prior approval of the Correspondent’sdesignated examining authority, the Secondary Broker-Dealer’s designatedexamining authority, or both, and (b)  Clearing Broker may require thatCorrespondent accept additional responsibilities or obligations as a conditionof its consent to allow such Secondary Broker-Dealer to receive such servicesand products through or with Correspondent, including, without limitation, thatCorrespondent guaranty the obligations of such Secondary Broker-Dealer, or thatCorrespondent increase the amount of the deposit required under section 6.2 ofthis Agreement.

**3.14 Use of “DainCorrespondent Services” Name.**Each and every use byCorrespondent of any of the names “Dain Rauscher”, “Dain Rauscher Incorporated”,or “Dain Correspondent Services”, or the name of any affiliated entity, or anyabbreviation or acronym relating to or made up from any of these names, or anyamended name based on or derived from any of these names, in any externalcommunication from Correspondent, including, without limitation, any marketingmaterials, client communications, account documents, or usage in a proprietaryor non-proprietary web-site or other Internet usage, shall be submitted toClearing Broker prior to use for review and approval. Clearing Broker reservesthe right to withhold its consent to any such usage, or to restrict or placeconditions on such usage.

**3.15 Amendmentsto Form BD.**Correspondent shall provide Clearing Brokerwith at least one written copy of each amendment, modification or change toCorrespondent’s Form BD at least (i) fifteen (15) days before itseffective date or (ii) five (5) days prior to its submission to theSEC, whichever occurs earlier.

**3.16 Anti-MoneyLaundering Compliance.**

**3.16.1  **Correspondenthereby acknowledges and agrees that it is obligated to and hereby representsand warrants that it now does and will continue to comply with anti-moneylaundering laws and regulations, including any future obligations that may beimposed on Correspondent by law or regulation, to know its customers, theirsource and use of funds, and to monitor for and identify suspicious activity.Correspondent acknowledges that these obligations include but are not limitedto:

(a)    Establishingand maintaining a compliance program, appropriately customized forCorrespondent’s business, that satisfies all applicable U.S. anti-moneylaundering laws and regulations, including but not limited to: (i) CustomerIdentification Program rules (“CIP”), and Correspondent will not dobusiness with a client that does not satisfy Correspondent’s CIP; (ii) providingnotice to clients

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upon Account opening regarding the use of personalinformation to verify identity, as set forth in CIP; (iii) monitoring forsuspicious activity by Correspondent’s clients and promptly filing suspiciousactivity reports (“SARs”) where appropriate; (iv) providing ongoinganti-money laundering training to appropriate personnel; (v) implementingan independent audit program to evaluate the effectiveness of Correspondent’s anti-moneylaundering compliance program; and (vi) complying with all anti-moneylaundering recordkeeping requirements.

(b)    ProvidingClearing Broker an annual certification by Correspondent’s CEO or President (orother mutually agreed upon principal), in a form to be reasonably determined byClearing Broker, that it has complied with its AML requirements and that it hasperformed its AML duties under the Agreement;

(c)    Withrespect to certain types of high-risk accounts described by AML rules orinterpretations from time to time, disclosing such accounts to Clearing Broker,clearly identifying the nature of the account in account records, andconducting enhanced due diligence on such accounts. Such accounts currentlyinclude: (i) foreign banks and foreign financial service entities; (ii) accountsheld by senior political officials of foreign countries, their immediatefamilies and close associates; (iii) private banking accounts; (iv) unregisteredfinancial firms or entities which receive third party funds for the purpose ofinvesting.

(d)    Closingall accounts for prohibited foreign shell banks, and obtainingcertifications/recertifications regarding accounts for foreign banks, toinclude appropriate representations concerning foreign shell banks andinformation concerning the foreign bank’s ownership and U.S. agent for serviceof process;

(e)    Consultingand cooperating with Clearing Broker to satisfy anti-money launderingrequirements, including but not limited to: (i) notifying Clearing Brokerand any relevant regulatory authority of Correspondent’s designated AMLofficer; (ii) consulting and cooperating with Clearing Broker whenrequired to file any SARs or other information as necessary with appropriateregulatory agencies or law enforcement; (iii) providing to RBC Dain, wherepermissible: copies of all Forms CTR, CMIR, and SAR-SF, and any other reportsCorrespondent is required to file, concerning any introduced Account; copies ofnotices to Financial Crimes Enforcement Network (“FINCEN”); and copies of certifications/recertifications regarding accounts for foreign banks; (iv) providingprompt notice to Clearing Broker of any circumstances requiring Correspondentto terminate an introduced Account due to anti-money laundering reasons; and (v) whereClearing Broker’s client screening process results in a match, Correspondentmust promptly provide written confirmation either that the client was not atrue match, or that appropriate government notification was given.

(f)     Submittinga notice to FINCEN concerning voluntary information sharing and complying withall requirements concerning the confidentiality of shared information.

**3.16.2  **ClearingBroker shall be solely responsible for:

(a)    Establishingand maintaining an appropriate compliance program that satisfies all applicableU.S. anti-money laundering laws and regulations, including but not limited to: (i) providingongoing anti-money laundering training to appropriate Clearing Brokerpersonnel; (ii) implementing an independent audit program to evaluate theeffectiveness of Clearing Broker’s anti-money laundering compliance program;and (iii) complying with all anti-money laundering recordkeepingrequirements.

(b)    Consultingand cooperating with Correspondent to satisfy anti-money launderingrequirements, including but not limited to: (i) notifying Correspondentand any relevant regulatory authority of Clearing Broker’s designated AMLofficer; (ii) consulting and cooperating with Correspondent, whenpermissible and appropriate, to file any SARs or other information as necessarywith appropriate regulatory agencies or law enforcement; (iii) providingCorrespondent, where

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permissible, withinformation it needs in order to file required reports, including Forms CTR,CMIR and SAR-SF, and, where appropriate, filing such reports. Copies of anyreports files by RBC Dain with respect to Correspondent customers will beprovided to Correspondent, where permissible; (iv) providing promptnotice, where permissible, to Correspondent of any circumstances requiringClearing Broker to terminate an introduced Account due to anti-money launderingreasons;

(c)    Screening,or providing resources to permit Correspondent to screen, electronic customeraccount data stored by RBC Dain on behalf of Correspondent against variousdatabases through third-party service providers, or against other sources, forpurposes of detecting names of OFAC prohibited individuals, entities andcountries, and other adverse information about the customer; and

(d)    Conductingsystem screening to detect suspicious activity and notifying Correspondent,where permissible, of any suspicious activity detected.

(e)    Submittinga notice to FINCEN concerning voluntary information sharing and complying withall requirements concerning the confidentiality of shared information.

**3.16.3  **Correspondent’sobligations set forth in this Section 3.16 shall apply to its business andany secondary introducing firms for which it makes available clearing servicesfrom Clearing Broker.

**3.16.4  **ShouldCorrespondent fail to satisfy its material obligations set forth in this Section 3.16,Clearing Broker shall have an immediate right to terminate the Agreement forbreach.

**Section 4. Representationsand Warranties**

The parties makethe following representations and warranties:

**4.1   Organization.**Each party is duly organized and in good standing under the laws of thejurisdiction pursuant to which it was formed and is qualified to do business ineach state in which it does business and is required to qualify.

**4.2   Powerand Authority.** Each party has the requisite power andauthority to enter into, execute and perform its obligations under thisAgreement and, when so executed and delivered, this Agreement shall constitutea legal, valid and binding obligation enforceable in accordance with its terms.

**4.3   Registration.**Each party and its employees, when so required, are registered as a broker,dealer or agent under the applicable state “blue sky” laws and the Exchange Actand is a member in good standing of the NASD and any Exchange of which it is amember.

**4.4   NetCapital and Financial Reporting.** Each party is in compliancewith and maintains in excess of the minimum net capital required by Rule 15c3-1under the Exchange Act and is in compliance with the capital and financialreporting requirements of every Exchange and the NASD as well as all capitalrequirements of every state in which it is registered as a broker or dealer.

**4.5   Complianceand Litigation.** Each party, its officers, directors, agents,employees and servants are in material compliance with all Applicable Rules.

**4.5.1    **Correspondentfurther represents and warrants that, except as set forth in a letter of evendate herewith, there is no claim, action, proceeding, investigation or inquirypending or threatened before any court, tribunal, administrative judge orhearings officer alleging a violation of an Applicable Rule, or seekingsuspension or cancellation of its broker or dealer registration with any stateor the SEC or its membership in any Exchange or the NASD.

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**4.5.2    **Correspondentfurther represents and warrants that, except as set forth in a letter of evendate herewith, there is no claim, action, proceeding or arbitration pending orthreatened in any court or tribunal seeking damages in excess of $ 10,000.

**4.6   Reliance**.Each party in acting hereunder may rely upon the oral or written instructionsof the officers, agents, employees and servants of the other party.

**4.6.1    **Correspondentfurther represents that Clearing Broker may rely on any written or oralinstructions, communications or orders furnished by Correspondent with respectto any Customer or Account.

**Section 5. Informationand Cooperation**

**5.1   FinancialInformation.** Each party shall promptly furnish to the othercopies of the audited financial statements and such other financial statementsas are required to be furnished to Customers under the Applicable Rules.Correspondent shall provide copies to Clearing Broker simultaneously withfiling any financial information, Form BD or other reports with any Exchange,the NASD, or the SEC, including, but not otherwise limited to, monthly and/orquarterly, whichever is applicable, financial and operational combined uniformsingle reports (“FOCUS Reports”), and shall promptly provide Clearing Brokerwith such other information and reports of operations and financial conditionas Clearing Broker may request.

**5.2   Litigationand Claims.** Promptly after Correspondent knows or has reasonto believe it is the subject of any claim, action, suit, proceeding,arbitration, investigation or inquiry before any court, tribunal,administrative agency, Exchange, NASD, or private arbitration panel alleging aviolation of the Applicable Rules or seeking suspension or cancellation ofany registration or license of Correspondent or damages in excess of $10,000,Correspondent shall furnish Clearing Broker with a statement setting forth thematerial facts and circumstances with respect to such claims, and any otherinformation, including without limitation, a copy of the summons and complaint,if any, which Clearing Broker may request.

**5.3   Cooperation.**Each party shall cooperate with the other and provide the other with allappropriate data in its possession pertinent to the proper performance of anyfunction, obligation or Services allocated pursuant to this Agreement.Correspondent shall make available to Clearing Broker, its attorneys,accountants and authorized agents such Account Documents, books and records orother information as necessary to comply with the Applicable Rules or todefend against any allegation of a violation of an Applicable Rule.

**5.4   Advertising.**Correspondent shall not advertise or make any public statement with respect tothis Agreement, the Services or the existence of any relationship with ClearingBroker without the prior written consent of Clearing Broker. Correspondentshall not make this Agreement or any document, schedule or informationincorporated by reference available to any third party except as required bythe Applicable Rules.

**5.5   Confidentiality.**Each party shall use its best efforts to prevent unauthorized access to, or disclosure of, and shall keep confidential, anyinformation received pursuant to this Agreement which is private, confidentialor proprietary in nature to the other party and is not otherwise publiclyavailable, including, without limitation, any information relating to a party’sexisting or prospective retail or institutional businesses and clients,including, without limitation, information relating to business strategies andconcepts, information relating to clients’ accounts, the names, address, age,financial information, and all other information in the possession or under thecontrol of a party pertaining to client accounts, and all documentation andother tangible or intangible discoveries, ideas, concepts, software, customerlists of any type or nature, research reports, designs, drawings,specifications, techniques, models, information, source code, object code,diagrams, flow charts, procedures, and “know-how” owned by a party. This shallnot preclude disclosing information required for the performance of theServices or obligations required by this Agreement, or as required under theApplicable Rules (“Disclosure Requests”). Upon receiving notification of aDisclosure Request, a party will notify the other party unless expresslyprohibited under Applicable Rules.

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**Section 6.Payment and Deposit Accounts**

**6.1   PaymentAccount.** Upon execution of this Agreement, Clearing Brokershall establish an Account forCorrespondent entitled the “Payment Account”. Clearing Broker shall collect forCorrespondent and hold in the Payment Account all commissions, fees and othercharges established by Correspondent from time to time and paid by theCustomers together with any other income of Correspondent. Clearing Brokershall make payments to the Correspondent from the Payment Account in accordancewith Section 8.1 of this Agreement.

**6.2   DepositAccount.** Upon execution of this Agreement, Clearing Brokershall establish an Account for,and in the name of, Correspondent entitled the “Deposit Account”. Correspondentshall deliver to Clearing Broker for deposit to the Deposit Account cash andsecurities which are (a) direct obligations of, or guaranteed as to thetimely payment of principal and interest by, the United States, (b) acceptableto Clearing Broker, and (c) registered in the name specified by ClearingBroker or in good deliverable form and which in the aggregate have a fairmarket value, as determined solely in the discretion of Clearing Broker, equalto the Minimum Balance set forth at the end of this Agreement. Clearing Brokershall not be obligated to perform any of the Services at any time that theaggregate fair market value of the Deposit Account is less than the MinimumBalance. Correspondent shall be obligated to deposit additional cash orsecurities acceptable to Clearing Broker to cause the fair market value of theDeposit Account to be maintained in an amount equal to the Minimum Balance.Clearing Broker, upon 10 days’ notice to the Correspondent, may require theMinimum Balance to equal the aggregate of all claims for which indemnity may besought by Clearing Broker pursuant to Section 9.

**6.3   Natureof Deposit Account.** The Deposit Account is not part of thecapital of Clearing Broker, does not constitute a partnership or equityinterest in Clearing Broker, will not be subordinated to the claims of thecreditors of Clearing Broker, and shall not be deemed to be Margin for anyAccount, unless specifically agreed to in writing by the parties. ClearingBroker may use the funds and securities in the Deposit Account in the course ofits business and shall not be obligated to pay Correspondent any fee orinterest received on or derived from such use, except for interest payable onthe securities therein and interest on the cash balances at the rate set forthin the attached Fee Schedule.

**6.4   ClearingBroker Rights to Accounts.** For any claim Clearing Broker mayhave against Correspondent or any Customer or Account, Correspondent grantsClearing Broker a continuing security interest and general lien upon theDeposit Account and Payment Account, and acknowledges Clearing Broker shallhave a right of setoff against any Accounts to the extent of any Account Debitor claim. In connection therewith, Correspondent further grants Clearing Brokera security interest and right of setoff against all the moneys, securities andother property belonging to Correspondent in the possession or control ofCorrespondent or a financial intermediary for the account of Correspondent andauthorizes Clearing Broker to perfect such security interest by giving noticethereof to such financial intermediary. In the event Clearing Broker has aclaim against Correspondent or against any Account or Customer which has notbeen promptly paid, Clearing Broker shall have the right to satisfy the claimby liquidating any securities or other property and withdrawing the amount, inany order, from the following: (i) the relevant Account; (ii) thePayment Account; (iii) the Deposit Account; and (iv) othersecurities, cash, and property held by Clearing Broker for the Account,Customer or Correspondent. Clearing Broker shall notify the Correspondent ofany such liquidations and withdrawals.

**6.5   Dispositionupon Termination.** Upon the termination or expiration of thisAgreement, Clearing Broker shall deliver to Correspondent the contents of theDeposit Account and Payment Account on or before the 30th day of saidtermination or expiration, less any withdrawals or deductions made pursuant tothis Agreement, and less any amount Clearing Broker deems appropriate until afinal resolution of any open items, claims or proceedings regarding anyAccount.

**Section 7. Compliancewith PAIB Provisions**

**7.1   Compliancewith No-Action Letter**. In order to comply with the SECNo-Action Letter, dated November 3, 1998 (the “No-Action Letter”),relating to the capital treatment of assets in the proprietary account of aCorrespondent (“PAIB”), and to permit Correspondent to use PAIB assets in itsnet capital computations, 

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Correspondentunderstands, acknowledges and agrees that it shall identify to Clearing Brokerin writing all accounts that are, or from time to time may be, proprietaryaccounts of Correspondent. The parties shall continue to adhere to the terms ofthe No-Action Letter, including the Interpretations set forth therein, in allrespects.

**7.2   Computation.**Clearing Broker shall perform a computation for PAIB assets(the “PAIB Reserve Computation”) of Correspondent in accordance with thecustomer reserve computation set forth in Rule 15c3-3 (the “customerreserve formula”) with the following modifications:  (a) any credit (including a creditapplied to reduce a debit) that is included in the customer reserve formula maynot be included as a credit in the PAIB reserve computation; (b) note E(3) toRule 15c3-3a which reduces debit balances by 1% under the basicmethod and subparagraph (a)(1)(ii)(A) of the net capital rule whichreduces debit balances by 3% under the alternative method shall not apply; and (c) neitherNote E(1) to Rule 15c3-3a nor NYSE Interpretation /04 to Item10 of Rule 15c3-3a regarding securities concentration charges shallbe applicable to the PAIB reserve computation. The PAIB reserve computationshall include all proprietary accounts of Correspondent. All PAIB assets shallbe kept separate and distinct from customer assets under the customer reserveformula in Rule 15c3-3. The PAIB reserve computation shall beprepared within the same time frames as those prescribed by Rule 15c3-3for the customer reserve formula.

**7.3   Creationof Special Reserve Account.**Clearing Broker shall establishand maintain a separate “Special Reserve Account for the Exclusive Benefit ofCustomers” with a bank in conformity with the standards of paragraph (f) ofRule 15c3-3 (the “PAIB Reserve Account”). Cash and/or qualifiedsecurities as defined in the customer reserve formula shall be maintained inthe PAIB Reserve Account in an amount equal to the PAIB reserve requirement.

**7.4   DepositRequirement.**If the PAIB reserve computation results in adeposit requirement, the requirement may be satisfied to the extent of anyexcess debit in the customer reserve formula of the same date. However, adeposit requirement resulting from the customer reserve formula shall not besatisfied with excess debits from the PAIB reserve computation.

**7.5   Failureto Satisfy Deposit Requirement.**Upon discovery that anydeposit made to the PAIB Reserve Account did not satisfy its depositrequirement, Clearing Broker shall by facsimile or telegram immediately notifyits designated examining authority and the SEC. Unless a corrective plan isfound acceptable by the SEC and the designated examining authority, ClearingBroker shall provide Correspondent with written notification within five (5) businessdays of the date of discovery that PAIB assets held by Clearing Broker shallnot be deemed allowable assets for net capital purposes. The notification shallalso state that if Correspondent wishes to continue to count its PAIB assets asallowable, it has until the last business day of the month following the monthin which the notification was made to transfer all PAIB assets to anotherclearing broker. However, if the deposit deficiency is remedied before the timeat which Correspondent must transfer its PAIB assets to another clearingbroker, the Correspondent may choose to keep its assets at Clearing Broker.

**7.6   Treatmentof Commissions.**Commissions receivable and other receivablesof Correspondent from Clearing Broker (excluding clearing deposits) that areotherwise allowable assets under the net capital rule may not be includedin the PAIB reserve computation, provided that the amounts have been clearlyidentified as receivables on the books and records of Correspondent and aspayables on the books of Clearing Broker.

**Section 8. Fees**

**8.1**   **Deduction of and Change in Fees.**ClearingBroker shall charge Correspondent, and Correspondent shall pay Clearing Broker, the fees set forthin the attached Fee Schedule. Clearing Broker shall deduct the fees and all othersums Correspondent owes to Clearing Broker from the Payment Account, theDeposit Account or any other money or property of Correspondent held by or inthe possession and control of Clearing Broker. After the deduction of fees andcharges, Clearing Broker shall pay the balance in the Payment Account to theCorrespondent within *five* (5) daysafter the final settlement date of each month. Clearing Broker may amend theFee Schedule at any time to add new or expanded Services at prices containedwithin a notice to Correspondent. Effective no

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sooner than six (6) monthsfrom the date of this Agreement, Clearing Broker may amend the Fee Schedule toincrease the fees upon *ninety* (90)days’ notice to Correspondent.

**8.2   AdditionalConsideration.** As additional consideration for performing theServices, Clearing Broker shall be entitled to retain the benefit of utilizingthe funds and securities in the Accounts and of carrying Account Debits. Exceptas otherwise agreed by the parties, no interest shall be paid or credit givenfor any credit balances which may be left on deposit with Clearing Broker.Interest income earned through charges on Account Debits in any Account shallbe proprietary to and fully retained by Clearing Broker. Clearing Broker shallbear the costs of any Margin to effect stock borrows.

**Section 9. Indemnification**

**9.1   Indemnity.**Each party shall indemnify and hold harmless the other, and its controllingpersons, officers, directors, agents, servants and employees (the “IndemnifiedParty”), from and against costs, losses, claims, liabilities, fines, penalties,damages and expenses (including reasonable attorney and accountant fees)(individually, a “Claim”, collectively, the “Claims”) arising out of orresulting from any actual or alleged breach of this Agreement, the enforcement of this Agreement,or any failure or omission to fully carry out any duties or obligations underthis Agreement by the indemnifying party or any breach of any representation orwarranty herein; provided, however, that Clearing Broker shall be liable to indemnify the Correspondent only inthe event of its willful misconduct or gross negligence.

**9.2   Noticeof Claim.** The Indemnified Party shall give prompt notice of aClaim (the “Notice of Claim”) to the indemnifying party and, when known, thefacts forming the basis for the Claim, and the indemnifying party shallpromptly pay such Claim. If a Claim involves any claim or demand by a thirdparty, the indemnifying party shall be entitled (without prejudice to the rightof any Indemnified Party to participate at its own expense through counsel ofits own choosing) to defend or prosecute such a Claim at its expense andthrough counsel of its own choosing, if it gives written notice to theIndemnified Party within fifteen (15) days after the Notice of Claim is given.If the indemnifying party has assumed the defense of a Claim, the IndemnifiedParty shall not settle or compromise such Claim without the prior writtenconsent of the indemnifying party, which consent shall not be unreasonablywithheld; provided, however, that an Indemnified Party may settle or compromiseany Claim without such consent if the Indemnified Party does not seekindemnification therefore.

**9.3   Paymentof Expenses.** The indemnifying party shall promptly pay theexpenses of an Indemnified Party on a continuing basis in defending against aClaim. All such proper expenses not paid within thirty (30) days after aninvoice is rendered therefor shall bear interest at a rate equal to one hundredtwenty-five percent (125%) of the interest rate charged for Margin.

**9.4   Claimsnot Covered.** Clearing Broker shall not be responsible orliable for any Claim or damages arising out of or caused, directly orindirectly, by a failure to perform, or delay in performance of any obligationsunder this Agreement caused by circumstances beyond Clearing Broker’sreasonable control, including, without limitation: (i) acts of God; (ii) interruption,delay in, loss (partial or complete) of computer hardware or software, publicutility or telecommunication service, (iii) act of civil or militaryauthority; (iv) sabotage, riot, natural emergency, epidemic, war,government action, civil disturbance, explosion, earthquake, flood, fire orother catastrophe; (v) strike or other labor disturbance; (vi) Exchange,NASD or government order, rule or regulation; (vii) energy or naturalresource difficulty or shortage; and (viii) inability to obtain materials,equipment or transportation.

**Section 10. FixedIncome Inventory Access**

**10.1 BondSystem.**At the request of Correspondent, Clearing Broker maymake available to Correspondent an interactive electronic trading system anddata network (the ”Bond System”) which provides trade and quotationinformation and order execution capabilities relating to fixed income securities(the ”Securities”). Clearing Broker reserves the right to limit orwithhold, in its absolute discretion, Correspondent’s access to the BondSystem.

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**10.2 Services.**(a) Correspondent understands and agrees that:

(i)                Itshall employ the Bond System only to receive market information relating to theSecurities and to purchase such Securities from Clearing Broker’sinventory(ies);

(ii)             Alltransactions effected through the Bond System are inter-dealer transactions;

(iii)          Neither Correspondent nor its employees oragents shall offer to or effect transactions for its customers at prices higherthan permitted by applicable law;

(iv)         ClearingBroker shall have no oversight of, or rights, responsibilities or obligationsrelating to, Correspondent’s duty to comply with Applicable Rules, including,without limitation, Section 4 of the NASD Rules of Fair Practice andthe related NASD Markup Policy in selling to its customers Securities purchasedby Correspondent through the Bond System; and

(v)            ClearingBroker shall have the right to contract with a third party, including anotherdealer, to provide services similar to those offered through the BondSystem.

(b)           ClearingBroker understands and agrees that:

(i)                Subjectto the terms and conditions of this Agreement, Clearing Broker will use itsbest efforts to provide accurate, current and fair information under prevailingmarket circumstances;

(ii)             ClearingBroker will make the Bond System available to Correspondent during the samehours its is available for other clients of Clearing Broker, subject to marketconditions.

(iii)          Correspondent shall have the right to utilizesimilar services, including those provided by other brokers or third-partyvendors, to obtain access to other bond inventories.

**10.3 Confidentiality.**Correspondent andClearing Broker understand, acknowledge and agree that: (a) anyinformation obtained through the Bond System shall be confidential andproprietary information of Clearing Broker (“Clearing Broker ConfidentialInformation”); (b) Correspondent shall use at least the same standard ofcare in the protection of Clearing Broker Confidential Information as ituses to protect its own confidential or proprietary information; (c) Correspondentshall use such Clearing Broker Confidential Information only in connection withthe purposes of this Agreement and shall make such Clearing Broker ConfidentialInformation available only to its employees, employees of its subsidiaries andaffiliates, subcontractors or agents having a “need to know” with respect tosuch purpose (it is presumed that an employee of Correspondent will have a “needto know” the facts concerning a particular bond that may relate to atransaction that the employee may wish to effect, but that an employee will nothave a “need to know” anything else concerning Clearing Broker’s bondinventory); (d) the obligations in this Section 10 shall not restrictany disclosure by Correspondent required by any applicable law, or by order ofany court or government agency (provided that the disclosing party shall giveprompt notice to the non-disclosing party of such order); (e) in the eventof a breach or threatened breach of any of the provisions of this Section 10.3,the non-breaching party may have no adequate remedy in damages and,accordingly, shall be entitled to seek an injunction to prevent such breach orthreatened breach; and (f) each party shall notify the other partypromptly of any unauthorized possession, use or knowledge, or attempt thereof,of any Clearing Broker Confidential Information by any person or entity whichmay become known to it, and shall promptly furnish to the other party fulldetails of the unauthorized possession, use or knowledge, or attemptthereof, and use reasonable efforts to assist the other party in investigating orpreventing the reoccurrence of any unauthorized possession, use orknowledge of Clearing Broker Confidential Information.

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**Section 11.Provision of Technology**

**11.1 Executionof Letter Agreements.**From time to time, Clearing Broker willmake available to Correspondent, at Clearing Broker’s sole discretion, one ormore Technology Services, the License, uses, fees and scope of which will begoverned by the terms of (a) this Agreement and (b) one or moreletter agreements (each, a “Letter Agreement”) relating specifically to theindividual Technology Services purchased from Clearing Broker. Correspondentagrees that it will negotiate in good faith the terms of the specificTechnology Services that it elects to purchase from Clearing Broker. Correspondentwill inform Clearing Broker of any objections to the terms of a LetterAgreement within fifteen (15) days of receipt thereof, and the terms of suchLetter Agreement shall be binding upon Correspondent in the event that it failsto reject such Letter Agreement, in whole or in part, within such time period. ClearingBroker reserves the right to require that Correspondent provide a copy of theLetter Agreement counter-signed by the chief executive officer or anotherprincipal of the Correspondent prior to installing, or permitting Correspondentto use, any Technology Services. In the event of a conflict between the termsof a Letter Agreement and those of this Agreement, the terms of this Agreementshall govern.

**11.2 Ownershipof Technology Services.**Clearing Broker (or the licensor toClearing Broker) shall at all times be and remain the sole and exclusive ownerof the Technology Services, including, without limitation, any proprietarycomputer software, home page design(s), methodologies, techniques,software libraries, and know-how used by Clearing Broker or incorporated intothe Technology Services, and further including all improvements, modifications,or enhancements thereto. Except with respect to intellectual property rights intrademarks and copyrights belonging to Correspondent or the licensor ofTechnology Services to Clearing Broker, Clearing Broker retains all rights,title and interest in and to the Technology Services, including withoutlimitation, all applicable copyrights (including without limitation, theexclusive right to reproduce, distribute copies of, display and perform thecopyrighted work and to prepare derivative works), copyright registrations andapplications, trademark rights (including without limitation, registrations andapplications), patent rights, trademarks, mask-work rights, trade secrets,moral rights, authors’ rights, and all renewal and extensions thereof,regardless of whether any of such rights arise under the laws of the UnitedStates or any other state, country or jurisdiction. Any and all changes ormodifications to any Technology Services by Correspondent shall be undertakenonly with the prior written consent of Clearing Broker, and Clearing Brokershall own all right, title and interest to and in all such changes, modificationsor enhancements, which shall be deemed to have been and will be treated as awork made for hire at the direction of Clearing Broker within the meaning ofthe Copyright Act of 1976, as amended.

**11.3 Licenses.**Correspondent understands and agrees that the TechnologyServices may be subject to a license from Clearing Broker, or a sub-licensefrom Clearing Broker if Clearing Broker has licensed the Technology Servicesfrom an unaffiliated vendor (collectively, a “License”), which will be governedby the terms of one or more Letter Agreements. Correspondent furtherunderstands and agrees that (a) each such License shall govern its use ofthe Technology Services relating thereto; (b) Clearing Broker reserves theright in its sole discretion to revoke such License for cause; (c) suchvendor(s) may impose conditions or restrictions on the use of suchTechnology Services by Correspondent, and such conditions or restrictions maysubstantially limit the scope of, or result in the termination of,Correspondent’s ability to use the Technology Services; and (d) it shallassume and be solely responsible for complying with the obligations andresponsibilities imposed by such vendor as a condition of the use of theLicense.

(a)    Limitationon License. Correspondent may use the Technology Services only in its ownretail securities brokerage operations. Other than as specifically authorizedby this Agreement, Correspondent may not re-license, sub-license, sell, lease,or in any other manner convey any rights in, grant permission to use, provideaccess to, or make available to others the Technology Services without ClearingBroker’s express written consent. Correspondent may not use the TechnologyServices to operate or support the operations of a service bureau. Correspondentmay not publish, disclose, display, provide access to or otherwise makeavailable any part of the Technology Services, or any screens, formats, reportsor printouts used, provided, produced or supplied from or in connectiontherewith, to any person, entity, or third-party, other than an employee,independent contractor, or affiliate of Correspondent without the prior writtenconsent of, and on terms acceptable to, Clearing Broker. Correspondent furtheragrees that the License granted by Clearing Broker, and the use of such related

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TechnologyServices, shall be subject to payment of the fees determined by Clearing Brokerand governed by the terms and conditions of this Agreement.

(b)    Modificationsto or Rescission of License(s). Correspondent understands and acknowledgesthat: (a) Clearing Broker has licensed one or more of the components ofthe Technology Services from one or more vendors; (b) such vendors haveentered into one or more master license agreements with Clearing Brokerpursuant to which Clearing Broker is permitted to license such technology tofirms with which Clearing Broker has a correspondent clearing relationship,such as Correspondent; and (c) one or more such vendors may, withoutnotice to Clearing Broker or to Correspondent, unilaterally change, modify orrescind the terms of such master lease agreements with Clearing Broker, withthe result that Clearing Broker is no longer permitted to license toCorrespondent the Technology Services. Correspondent further understands andagrees to accept the risk of such changes, modifications and adjustments.

(c)    Site ofTechnology Services.   Correspondent mayuse the Technology Services only at its main business office or processingfacility at the address identified on the signature page of this Agreement.

(d)    NoModifications; No Use of Non-Standard Software. Correspondent understands,acknowledges and agrees that it shall make no modification to the TechnologyServices, or any component thereof, unless such modification is performed byClearing Broker. Correspondent further agrees that it will not use, or permitany of its employees to use, software provided by a person other than ClearingBroker with the Technology Services.

**11.4 Term ofLicense; Termination.**A License will be effective on the dateon which the applicable Letter Agreement is executed, unless otherwise noted,and, unless sooner terminated, is granted in perpetuity; provided, however,that Clearing Broker reserves the right to terminate any such License forcause, or if this Agreement is terminated for any reason.

**11.5 Transferabilityof License.**Correspondent may not transfer any Licensegranted by Clearing Broker (or any licensor to Clearing Broker) without theprior written consent of Clearing Broker (or the relevant licensor, as applicable).

**11.6 Enhancements.**Notwithstanding any other provision of this Agreement to thecontrary, Clearing Broker has no obligation to provide Correspondent withenhancements, upgrades or new releases to any or all components of theTechnology Services that Correspondent purchases from Clearing Broker. Any suchenhancements, upgrades or new releases (a) made available to Correspondentshall be at prices determined, in its sole discretion, by Clearing Broker, and (b) shallremain the exclusive proprietary property of Clearing Broker or the vendorsupplying such technology.

**11.7 Use ofInternet Domain Name.**Correspondent understands, acknowledgesand agrees that, as a condition precedent to (a) the installation of theTechnology Services and (b) the successful use of the Technology Services,the Correspondent may be required to identify and register a unique Internetdomain name for its use. Correspondent further agrees that it shall bear allcosts and expenses, including, without limitation, the payment of any relevantfees and charges, associated with registering such domain name.

**11.8****Equipment and Hardware; Other Services.**Correspondent understands and agrees that:

(a)    It issolely responsible for obtaining, installing at its premises, and maintainingall equipment and hardware, including telecommunications equipment, necessaryfor using any Technology Services which it acquires or licenses from ClearingBroker;

(b)    As part ofthe Technology Services to be provided under the terms of this Agreement and/orany Letter Agreement, an unaffiliated vendor may require that Correspondentexecute one or more

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separateagreements with such vendor, and that Clearing Broker may or may not be a partyto such agreement(s).

**11.9 Acessand Access Security.**Correspondent shall determine whetherand which of its customers, employees or agents shall have access to theTechnology Services. Correspondent shall be solely responsible for theassignment, distribution, and maintenance of all passwords, codes, and othersecurity measures designed to ensure that access to such Technology Services isgranted only to those individuals who are authorized by Correspondent. Nothingin this paragraph shall affect or diminish Clearing Broker’s right, in its solediscretion, to refuse to provide any or all Technology Services toCorrespondent, its agents, employees, or any customer(s) of Correspondent.

**11.10 No Unauthorized Use of Technology Services.**Correspondentwill not copy, modify, distribute or transfer (by any means), display,sublicense, rent, reverse engineer, decompile or disassemble any software orother technology that is included in the Technology Services.

**11.11 Installation and Training.**Subjectto the terms of a Letter Agreement, Clearing Broker shall provide Correspondentwith basic installation assistance and training regarding the TechnologyServices acquired by Correspondent. Correspondent is responsible for providingphysical space and facilities sufficient, in the reasonable judgment ofClearing Broker, for Clearing Broker to install, and for Correspondent tooperate, the Technology Services. Correspondent further agrees that it shallpay the costs and travel expenses, if any, incurred by Clearing Broker’spersonnel in connection with such installation assistance and training providedby Clearing Broker’s personnel.

**11.12 Duty of Cooperation.**Correspondentis also obligated to cooperate in good faith in the conversion process and toprovide such resources and access to Correspondent’s present systems, data andoperations as Clearing Broker may require to perform its duties hereunder.

**11.13 Technical Services for Problems and UserHelp.**As part of the Technology Services, Clearing Brokermay, in its discretion, make available to Correspondent assistance through oneor more Help Desk(s) operated by Clearing Broker  or the vendor from which Clearing Broker haslicensed the technology; provided, however, that Clearing Broker reserves theright to terminate such Help Desk at its discretion, without notice toCorrespondent.

**11.14 Charges and Payments.**

(a)    Correspondentagrees that it shall pay all License fees payable from its purchase of theTechnology Services within thirty (30) days of the date of the applicableinvoice from Clearing Broker. Correspondent hereby authorizes Clearing Brokerto deduct from its Clearing Deposit, or any other source of funds on depositwith, or in the possession of, Clearing Broker, such funds as necessary tosatisfy its obligations under such invoice.

(b)    Allcharges payable under this Agreement and/or any Letter Agreement shall beexclusive of any federal, state or local sales, use, excise, ad valorem,personal property or other taxes (other than taxes based upon the net income ofClearing Broker) levied, or any fines, forfeitures or penalties assessed inconnection therewith, as a result of this Agreement or the installation or useof any Technology Services hereunder. Any such taxes that may be applicablewill be paid by Correspondent.

**11.15 Proprietary Information; Indemnification.**

(a)    Correspondentunderstands, acknowledges and agrees that (i) the Technology Serviceslicensed from Clearing Broker, including, without limitation and as applicable,any enhancements thereto, and all screens and formats used in connectiontherewith, are the exclusive proprietary property of Clearing Broker, and (ii) theTechnology Services licensed to Clearing Broker and sub-licensed toCorrespondent, including, without limitation and as applicable, anyenhancements thereto, and all screens

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and formats usedin connection therewith, are the exclusive proprietary property of the vendorfrom whom such Technology Services are licensed.

(b)    Correspondentfurther agrees that it shall not publish, disclose, display, provide access toor otherwise make available any Technology Services (including, withoutlimitation, the content, source-code, object-code embodiments, plans,specifications, and designs of any of the Technology Services), or productsthereof, or any screens, formats, reports or printouts used, provided, producedor supplied from or in connection therewith, or any recommendations,strategies, requirements, discoveries, designs, inventions, computer software,processes, improvements, developments, methods, formulae, factors andparameters and values of such factors and parameters used in formulae,techniques, engineering, know-how, trade secrets, systems, documentation,drawings, renderings, plans, artwork, descriptions, specifications, historicalor technical or research data, custom-designed computer codes, proprietary computercodes, and proprietary information of third parties (regardless of whether anysuch item is susceptible to patent, copyright, or any other form ofprotection), to any person or entity other than an employee of Correspondent,without the prior written consent of, and on terms acceptable to, ClearingBroker, which consent shall not be unreasonably withheld. Notwithstanding anyterm or provision in this Agreement to the contrary, Clearing Broker may useand disclose compiled statistical information for planning and other purposes,provided that the identity of Correspondent and Correspondent’s customers isnot discernible. In addition, Clearing Broker may disclose information withrespect to Correspondent to third parties in connection with Clearing Broker’sdevelopment of the Technology Services, including Correspondent’s home page.

(c)    Correspondentunderstands that the unauthorized publication or disclosure of any of theTechnology Services, or any underlying software or other technology, or theunauthorized use of the Technology Services, would cause irreparable harm toClearing Broker for which there is no adequate remedy at law. Correspondenttherefore agrees that in the event of unauthorized disclosure or use, ClearingBroker may, at its discretion and at Correspondent’s expense, terminate thisAgreement, obtain immediate injunctive relief in a court of competentjurisdiction, or take such other steps as it deems necessary to protect itsrights. If Clearing Broker, in its reasonable, good faith judgment, determinesthat there is a material risk of such unauthorized disclosure or use, it maydemand immediate assurances, satisfactory to Clearing Broker, that there willbe no such unauthorized disclosure or use. In the absence of such assurance,Clearing Broker may immediately terminate this Agreement and take such othersteps as it deems necessary. The rights of Clearing Broker hereunder are inaddition to any other remedies provided at law or in equity.

(d)    In theevent of any claim by a third party against Clearing Broker arising from orrelating to, directly or indirectly, (i) Correspondent’s use of theTechnology Services; (ii) damages incurred as a result of an act oromission with respect to security procedures applicable to the TechnologyServices then in effect by Clearing Broker, by Correspondent, by a customer ofCorrespondent, or by any other individual or entity accessing any account orinformation of a customer of Correspondent; or (iii) any alleged or actualviolation by Correspondent or employee(s) of Correspondent of any person’spatent, trademark, copyright, or other intellectual property rights,Correspondent assumes full responsibility for and shall defend such claim,action or proceeding and hold harmless Clearing Broker, its officers, agents,employees, assigns, and successors in interest, or any of them, from andagainst any and all liability, including, without limitation, any taxliability, and pay all damages, costs, losses, claims, demands, attorney’s feesand expenses, or any of them, arising out of such action or proceeding andirrespective of whether such claim is successful. The obligations ofCorrespondent hereunder shall survive termination of this Agreement.

**11.16 DISCLAIMER OF WARRANTIES. CORRESPONDENTEXPRESSLY AGREES THAT CORRESPONDENT’SUSE OF ANY OR ALL COMPONENTS OF THE TECHNOLOGY SERVICES OFFERED TO IT BYCLEARING BROKER IS AT CORRESPONDENT’S SOLE RISK. NEITHER CLEARING BROKER NORANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES,INFORMATION PROVIDERS, LICENSORS, OR OTHER**

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**SUPPLIERSPROVIDING DATA, INFORMATION, SERVICES OR SOFTWARE, INCLUDING, BUT NOT LIMITEDTO, THE NEW YORK STOCK EXCHANGE, INC., WARRANTS THAT SUCH SERVICE, TECHNOLOGYOR DATA WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANYWARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SUCHSERVICE, TECHNOLOGY OR DATA, OR AS TO THE TIMELINESS, SEQUENCE, ACCURACY,COMPLETENESS, RELIABILITY OR CONTENT OF ANY DATA, INFORMATION, SERVICES, ORTRANSACTIONS PROVIDED THROUGH THE TECHNOLOGY SERVICES. THE TECHNOLOGY SERVICESARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANYKIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSEWARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION ORMODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.**

**11.17 No Professional Users.**Correspondentacknowledges that certain information available via one or more TechnologyServices cannot be viewed by an individual who is a member of any exchange orthe NASD, or of any corporation of which an exchange owns a majority of thecapital stock, or of a member firm or member corporation of any exchange or theNASD, or of any corporation, firm or individual engaged in the business ofdealing either as a broker or a principal in securities, bills of exchange,acceptances or other forms of commercial paper (collectively, a “ProfessionalUser”). Correspondent acknowledges that Correspondent is solely responsible forensuring that no such individual views that information except in his or hercapacity as a public customer. Correspondent represents and warrants thatCorrespondent will not use or permit any other Professional User to accessthose features of the Technology Services from which they are prohibited fromviewing except in their capacity as public customers.

**11.18 Termination of Technology Services.**ClearingBroker may restrict, block, or terminate access to the use of the TechnologyServices, or any component or feature thereof, without prior notice in theevent such services are discontinued due to circumstances beyond ClearingBroker’s control or to avoid systems or mechanical failure or due to regulatoryor legal mandate.

**Section 12. Effectivenessand Termination.**

**12.1 Effectiveness.**Subject to the approval of the NYSE and any other self-regulatory organizationor entity as required under the Applicable Rules, this Agreement shall beeffective as of the date first written below, and shall have an initial term ofsixty (60) months (the “Initial Term”) from the effective date hereof unlessand until terminated as hereinafter provided in this Section 12. ThisAgreement will automatically renew for successive periods (each, a “RenewalTerm”) equal to the Initial Term unless it is terminated in accordance with theprovisions of this Section 12.

**12.2 Terminationby Notice.** Subject to the terms and conditions of thisAgreement, this Agreement may be terminated without cause by either party uponninety (90) days’ written notice to the other party. In the event Correspondentterminates this Agreement, Correspondent shall pay the expenses of ClearingBroker in connection with transferring, converting or closing the Accounts. Correspondentmay terminate this Agreement upon notice given sixty (60) days’ prior to anydate established by Clearing Broker for the effective date of an increase infees in accordance with Section 8.1.

**12.3 Terminationupon Default.** In the event either party defaults in theperformance of their respective obligations under this Agreement, thenon-defaulting party may terminate this Agreement by delivering written notice to the defaulting party specifyingthe nature of such default and notifying the defaulting party that the defaultmust be cured within the following thirty (30) days. If the defaulting partyfails to cure the default within the prescribed 30-day period, theAgreement shall be deemed terminated forthwithwithout further notice.

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**12.4 ImmediateTermination.** This Agreement shall be deemed terminatedimmediately in the event the Correspondent or Clearing Broker shall: (i) becomeor be declared insolvent; (ii) voluntarily file or be the subject of, apetition commencing a case under any chapter of Title 11 of the United StatesCode; (iii) make a general assignment for the benefit of its creditors; (iv) admitin writing its inability to pay its debts as they mature; (v) sell orenter into negotiations to sell all or substantially all of its assets; (vi) filean application or consent to the appointment of, or there is appointed, anyreceiver, or a permanent or interim trustee of that party or any of itssubsidiaries, as the case may be, or all or any portion of its property,including, without limitation, the appointment or authorization of a trustee,receiver or agent under applicable law or under a contract to take charge ofits property for the purpose of enforcing a lien against such property or forthe purpose of general administration of such property for the benefit of itscreditors; (vii) file a petition seeking a reorganization of its financialaffairs or to take advantage of any bankruptcy, reorganization, insolvency,readjustment of debt, dissolution or liquidation law or statute or file ananswer admitting the material allegations of a petition filed against it in anyproceeding under any such law or statute; (viii) take any corporate actionfor the purpose of effecting any of the foregoing; or (ix) determine that any statement,representation, warranty or covenant made herein or any document provided inconnection with this Agreement shall be, or was at the time made, false ormisleading in any material respect.

**12.5 Terminationby Clearing Broker.** Clearing Broker may terminate thisAgreement at any time upon notice to Correspondent in the event Clearing Brokerdetermines, in its sole discretion, that: (i) there has been a materialadverse change in the financial condition or results of operations ofCorrespondent; (ii) there has been a material adverse change in thecreditworthiness of Correspondent; or (iii) it has or may have Claimsarising out of a breach of the obligations of the Correspondent under thisAgreement, including those under Sections 3 and 8 hereof, in excess of ninetypercent (90%) of the aggregate balances in the Payment Account and DepositAccount. Should Clearing Broker elect not to terminate this Agreementnotwithstanding a default by Correspondent of any provision herein, ClearingBroker may choose to limit the availability of the Services so as to enableClearing Broker to limit its exposure to any risks posed to Clearing Broker bythe Accounts. Such limitations on Services may include, but are not limited to:1) the refusal by Clearing Broker to accept additional orders for any Accountsor restricting orders to liquidating orders only; 2) the refusal to take ormake delivery on one or more Transactions or to finance such Transactions; 3)the termination of Clearing Broker’s relationship with any Accounts; or 4) theimposition by Clearing Broker of higher Margin requirements in any or allAccounts. Any determination by Clearing Broker not to terminate this Agreementpursuant to this Section 12.5 shall not act as a waiver of Clearing Broker’srights hereunder.

**12.6 Effectof Termination.** Any termination of this Agreement shall notrelease Clearing Broker or Correspondent from any liability or responsibilityto the other with respect to Transactions effected prior to the effective dateof the termination, whether or not claims relating to such transactions shallhave been made before or after the termination.

**12.7 TerminationFee.**If, for any reason, Correspondent terminates thisAgreement, or if Clearing Broker terminates this Agreement for Correspondent’sbreach hereof, Correspondent shall pay to Clearing Broker: (a) thetermination fee (the “Termination Fee”) as liquidated damages, and not as apenalty, specified on the attached Fee Schedule; and (b) the expenses ofClearing Broker in connection with transferring, converting or closing theAccounts. Notwithstanding the foregoing right to claim liquidated damages inthe form of Termination Fees and expenses in the event of termination, theClearing Broker subordinates such claims to the Securities Investors ProtectionCorporation (“SIPC”) in the event of a regulatory referred liquidationproceeding.

**Section 13. Arbitration**

Anydispute or controversy between Correspondent and Clearing Broker relating to orarising out of this Agreement shall be settled by arbitration before and underthe rules of the NASD. In the event that the NASD shall decline or refusejurisdiction of such dispute or controversy, the arbitration shall be conductedbefore and under the rules of the American Arbitration Association. Anyarbitration hearing shall be held in Minneapolis, Minnesota. Any arbitrationaward may be entered in any court of competent jurisdiction.

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**Section 14. GeneralProvisions**

**14.1 ApplicableLaw.** This Agreement shall be governed by and construed inaccordance with the laws applicable to contracts made and to be performedwithin the State of Minnesota.

**14.2 InvalidProvisions.** To the extent any provision of this Agreement isinconsistent with or in violation of an Applicable Rule, that provision shallbe deemed deleted as part of this Agreement and shall not otherwise affect anyother provision of this Agreement. The parties shall use their best efforts toagree upon a valid and enforceable provision which shall be a reasonablesubstitute for such deleted provision in light of the tenor of this Agreement.Any provision of this Agreement that is invalid or unenforceable in anyjurisdiction shall, with respect to such jurisdiction, be ineffective to theextent of such invalidity or unenforceability without affecting the remainingprovisions of this Agreement or affecting the validity or enforceability ofthat provision in any other jurisdiction.

**14.3 Notices.**Notices shall be in writing delivered to the party at the address set forthherein or such other address as each shall designate to the other and shall bedeemed given when mailed by first class mail or courier, or by facsimiletransmission.

**14.4 Assignment.**This Agreement shall be binding upon all successors, assigns or transferees ofClearing Broker or Correspondent, irrespective of any change with regard to thename or the personnel of Clearing Broker or Correspondent. Any assignment ofthis Agreement shall be subject to the requisite review, approval and consentof any regulatory or self-regulatory agency or body whose review, approval andconsent must be obtained prior to the effectiveness and validity of suchassignment. No assignment of this Agreement by Correspondent shall be validunless Clearing Broker consents to such an assignment in writing. Anyassignment by Clearing Broker to any subsidiary that it may create or to acompany affiliated with or controlled directly or indirectly by it will bedeemed valid and enforceable without consent from Correspondent.

**14.5 Amendments.**This Agreement represents the entire Agreement between the parties with respectto the subject matter contained herein. This Agreement may not be changedorally but only by an agreement in writing and signed by the party against whomenforcement of any waiver, change, modification or discharge is sought. ThisAgreement represents the entire agreement among the parties, and supersedes allprior agreements and understandings with respect to the subject mattercontained herein. The waiver or failure to act by a party with respect to abreach by the other party of any provision of this Agreement shall notconstitute a waiver of any subsequent breaches of that or any other provisionsof this Agreement and shall not constitute an amendment of this Agreement.

**14.6 Headings.**The headings contained in this Agreement are for convenience only and shall notbe deemed to be a part of the Agreement, or affect the meaning orinterpretation of any provision of this Agreement.

**14.7 Counterparts.**This Agreement may be executed in one or more counterparts, each of which shallbe deemed an original and all of which together shall constitute one and thesame Agreement.

**14.8 Beneficiaries.**The imposition or allocation of any burden or duty on or to one or the otherparty by this Agreement does not and is not intended to impose or create anyburden, right or duty in favor of or for the benefit of any person or entitynot a party to this Agreement.

**14.9 Non-Solicitationof Employees.** During the term of this Agreement and for aperiod of three (3) years after its termination, Correspondent agrees torefrain from directly or indirectly soliciting, or causing to be solicited, anyemployee of Clearing Broker, or any affiliated entity or entities, for thepurpose of inducing such person to become employed by or associated with Correspondentor any affiliated entity in any capacity. Any breach of this section shall bedeemed a default by Correspondent entitling Clearing Broker to terminate thisAgreement pursuant to Section 12.3 above. In such event Correspondentshall pay the reasonable out-of-pocket expenses of Clearing Broker inconnection with converting and/or closing the Accounts. During the term of thisAgreement Clearing Broker and affiliated entities agree to refrain fromdirectly or indirectly soliciting any 

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## employee ofCorrespondent to become employed by or associated with such firm in anycapacity. Any breach of this section shall be deemed a default by ClearingBroker entitling Correspondent to terminate this Agreement pursuant to Section 12.3above. In such event Clearing Broker shall pay the reasonable out of pocketexpenses of Correspondent in connection with converting and/or closing theAccounts.

**14.10 Insurance.**Correspondentagrees to maintain, and to provide Clearing Broker with written evidence (inthe form of an insurance certificate) thereof, of a Financial Institution Bondfor Broker-Dealers, Standard Form No. 14, or its equivalent, (a) inthe amount of at least $___________ covering any and all losses directly fromany dishonest or fraudulent acts and/or omissions of Correspondent’s employeesand agents, and (b) issued by an insurance company with an A.M. Bestrating of no less than A-.

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BOTH PARTIESHERETO REPRESENT THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AGREE TO BEBOUND BY ALL TERMS AND CONDITIONS STATED HEREIN, AND ACKNOWLEDGE RECEIPT OF ASIGNED, TRUE, AND EXACT COPY OF THIS AGREEMENT.

**IN WITNESS WHEREOF**,Clearing Broker and Correspondent have executed this Agreement as of the dateset forth below.
|            | **RBC DAIN CORRESPONDENT SERVICES,  A DIVISION OF RBC DAIN RAUSCHER INC.** | ** ** |
|------------|----------------------------------------------------------------------------|------------|
| ** ** | ** **                                                                 | ** ** |
| ** ** | ** **                                                                 | ** ** |
| By:        | /s/ CRAIG A. GORDON                                                        | ** ** |
|       |                                                                       | ** ** |
| ** ** | Craig A. Gordon, President                                                 | ** ** |
| ** ** |                                                                       | ** ** |
| ** ** | 60 South Sixth Street  Minneapolis, MN 55402                               | ** ** |
| ** ** |                                                                       | ** ** |
| ** ** | **PAULSON INVESTMENT COMPANY**                                             | ** ** |
| ** ** | ** **                                                                 | ** ** |
| By:        | /s/ TRENT DAVIS                                                            | ** ** |
|       |                                                                       | ** ** |
| Its:       | President and Chief Executive Officer                                      | ** ** |
|       |                                                                       | ** ** |
|       | 811 S.W. Naito Pkwy, Suite 200  Portland, OR 97204                    | ** ** |
|       | ** **                                                                 | ** ** |
|       | ** **                                                                 | ** ** |

 
|        | A (check one) |                                      |
|--------|---------------|-------------------------------------------|
|   | x             | Corporation                               |   |
|   | o             | Limited Partnership / General Partnership |   |
|   | o             | Limited Liability Company                 |   |
|   |          |                                      |   |

 
| State of Organization: | Oregon                                                                                                                                                        |   |
|------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                   |                                                                                                                                                          |   |
|                   |                                                                                                                                                          |   |
| Minimum Balance:       | No Clearing Deposit Required                                                                                                                                  |   |
|                   |                                                                                                                                                          |   |
|                   |    Clearing Broker will pay  Correspondent interest    monthly at current money fund rates  on this     balance. |   |
|                   |                                                                                                                                                          |   |
|                   |                                                                                                                                                          |   |
| Dated:                 | June 15, 2006                                                                                                                                            |   |

 

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**Supplementto Fully Disclosed Clearing Agreement(BondDesk)**

This Supplement to theFully Disclosed Clearing Agreement (the “Agreement”) is made as of June 15,2006 by and between RBC Dain Correspondent Services, a division of RBC DainRauscher Inc. (“RBC DCS”) and Paulson Investment Company Inc.(“Correspondent”)

WHEREAS, RBC DCS haslicensed and implemented an internet-based bond or fixed income securitieselectronic trading platform (the “Platform”) using BondDesk’s proprietaryInternet-based BondExchangeTM Software and data link system architecture andrelated system support mechanisms; and

WHEREAS, RBC DCS desiresto make such Platform available to Correspondent, subject to the terms andconditions set forth herein, and Correspondent desires to obtain access to thePlatform;

THEREFORE, the partieshereto enter into this Supplement and agree to the terms and conditions setforth herein.

Section 1.0             Nature of Services.Correspondent acknowledges that the terms of this Supplement shall be inaddition to those set forth in the Agreement, and the execution of thisSupplement does not restrict, limit, or constitute a waiver of, each party’srights and obligations set forth in the Agreement. In the case of a conflictbetween this Supplement and the Agreement, the terms of the Agreement shallprevail.

Section 2.0             Term and Termination. ThisSupplement shall become effective as of the date hereof and shall continue ineffect until otherwise terminated. This Supplement may be terminated: (i) byeither party upon thirty (30) days written notice; or (ii) immediately byRBC DCS upon a material breach of this Supplement or the Agreement byCorrespondent. In addition, this Supplement shall automatically terminate upon:(i) termination or expiration of the Agreement; or (ii) terminationor expiration of RBC DCS’s agreement with BondDesk.

Section 3.0             Platform Functionalities andRelated Obligations. RBC DCS has negotiated the following functionalitiesand standards with BondDesk.

3.1           Functionalities. The Platformprovided hereunder includes all functionality inherent to the BondDesk Platformas currently deployed at the desktop level to execute retail, secondary, andfixed income transactions, excluding external primary market functionality andMPA Analytics. Correspondent may access the ATS and the Platform as an ATSDistributor. “ATS” means BondDesk’s Alternative Trading System, which is theanonymous bid/offer system on the Platform; “ATS Distributor” means a person orentity who participates on the Platform (i) by buying and/or selling fixedincome products on the ATS from or to ATS Contributors, and/or (ii) byposting bid/offer requests on the ATS for ATS Contributors; and “ATSContributor” means a person or entity who participates on the Platform (i) byposting bids and/or offers for fixed income products on the ATS, or (ii) byresponding to bid/offer requests posted on the ATS. Any bid or offer of bondson a Firm Basis received by BondDesk Trading through the Platform that isaccompanied by a valid user identification and a valid access code assigned toCorrespondent shall be deemed a binding bid or offer by Correspondent, andCorrespondent shall be bound by any transaction matched by the ATS as a resultthereof. Any bid (or offer) of bonds on a Subject to Basis shall be deemed asolicitation for an offer (or bid), and Correspondent may accept, counter, orreject such offer (or bid) at its discretion.

3.2           Correspondent Obligations.Correspondent will be bound by any User Orders. “User Orders” mean any Ordersthat are accompanied by a valid user identification and a valid access codeassigned to Correspondent. Correspondent shall be obligated to maintain thesecurity and confidentiality of its assigned user identifications and accesscodes. Neither RBC DCS nor BondDesk shall have any duty to verify whether anysuch User Order has been authorized by Correspondent. Correspondent shall bedeemed to have given a User Order to BondDesk when BondDesk receives such UserOrder through the Platform  (whether ornot Correspondent receives from the Platform, or actually becomes aware of, anyacknowledgment of such User Order). BondDesk may act on such User Orders, andany resulting trades, transactions, or other related rights and obligationsshall be

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binding on Correspondent. RBC DCS shall have the rightto enforce this provision on Correspondent. Correspondent shall not transferits rights under this Supplement to any other person or entity.

3.3           Disclosure of CorrespondentInformation. Subject to applicable law, Correspondent shall supply BondDeskand/or RBC DCS with all information reasonably requested by either such partyconcerning Correspondent and its access to and use of the Platform. Correspondentunderstands and agrees that BondDesk and/or RBC DCS may report such informationto such regulatory authorities as BondDesk and/or RBC DCS determines in itssole discretion to be necessary.

3.4           Limitation to Fixed IncomeSecurities Transactions. Correspondent shall be limited to using thePlatform for accessing information relating to the fixed income securities andfacilitating transactions in such securities. Correspondent acknowledges thatthe Platform will not be used to clear such transactions. Correspondent agreesand acknowledges that BondDesk: (i) will not maintain customer accountsrelating to such transactions; (ii) is not directly or indirectly a partyto any such transaction; and (iii) does not assume responsibility for, orotherwise guarantee, the performance of any such transaction. Correspondentagrees to proceed solely against its counterparty to collect or recover anyamounts owed to it or to enforce any of its rights in connection with or as aresult of any transaction facilitated by the Platform. Correspondentacknowledges and agrees that neither RBC DCS nor BondDesk shall have anyobligation to provide any service, or any replacement therefore, after suchtime that RBC DCS or BondDesk has ceased providing such services to all oftheir customers.

3.5           Restricted Securities. Correspondentacknowledges and agrees that the Platform is not intended to be used tofacilitate transactions in “Restricted Securities” as that term is defined in Rule 144(a)(3) underthe Securities Act of 1933. Correspondent shall not access the Platform to (i) offeror sell Restricted Securities or (ii) make available information aboutRestricted Securities. Correspondent shall be solely responsible for (i) determiningthat orders entered by Correspondent comply with the registration requirementsunder Applicable Law and (ii) implementing any procedures thatCorrespondent deems necessary or appropriate to guard against the offer or saleof a security in violation of such registration requirements. Correspondentacknowledges and agrees that neither RBC DCS nor BondDesk is acting on behalfof any offeror or seller of securities, whether restricted or otherwise.

3.6           Control of the Platform.Correspondent acknowledges that BondDesk and RBC DCS shall at all times havethe right, in each party’s sole discretion, to limit access to the Platform, tolimit or suspend transactions on, or users’ access to, the Platform, or in anyother manner to control the Platform.

3.7           Equipment. Correspondentacknowledges and agrees that Correspondent is solely responsible for acquiring,installing, maintaining, and supporting any hardware and/or software necessaryto access and use the Platform.

3.8           Scheduled Maintenance Time.Platform maintenance will be Saturdays from 6:00am to 8:00am ET, or asotherwise scheduled upon no less than two business days’ notice. EmergencyMaintenance will be scheduled on an as-required basis.

3.9           Third Party Data Providers. Correspondentacknowledges that the Platform includes data from third party vendors,including Interactive Data Corporation, Standard & Poor’s RatingServices, CUSIP, and other data providers (collectively, “Data Providers”).None of RBC DCS, BondDesk or the Data Providers shall have any liability toCorrespondent or any other person or entity for errors, omissions ormalfunctions in any data or services provided by such Data Providers.Correspondent agrees and acknowledge that the CUSIP database and theinformation contained therein are and shall remain valuable intellectualproperty owned by, or licensed to, Standard & Poor’s CUSIP ServiceBureau (“CSB”) and the American Bankers  Association   (“ABA”), and that noproprietary rights are being transferred to Correspondent in such materials orin any of the information contained therein. Correspondent agrees thatmisappropriation or misuse of such materials will cause serious damage to CSBand ABA and that in such event money damages may not constitute sufficientcompensation to CSB and ABA; consequently, Correspondent agrees that in theevent of any misappropriation or misuse, CSB and ABA shall have the right toobtain injunctive relief in addition to any other legal or financial remediesto which CSB and

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ABA may be entitled. Correspondent agrees not topublish or distribute in any medium the CUSIP database or any informationcontained therein or summaries or subsets thereof to any person or entityexcept in connection with the normal clearing and settlement of securitytransactions. Correspondent further agrees that the use of CUSIP numbers anddescriptions is not intended to create or maintain, and does not serve thepurpose of the creation or maintenance of, a master file or database of CUSIPdescriptions or numbers.

3.10         Intellectual Property. Allintellectual property and proprietary rights in and to the Platform and theinformation provided therein are and shall be the sole and exclusive propertyof RBC DCS, BondDesk and/or the Data Providers, and neither Correspondent norany other person or entity shall have any rights in or to the Platform or suchinformation except as expressly provided herein.

Section 4.0             Disclaimer of Warranties.NONE OF RBC DCS, BONDDESK OR THE DATA PROVIDERS, NOR ANY OF THEIR RESPECTIVEDIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS MAKE ANY WARRANTY TO CORRESPONDENT ASTO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANYIMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANYWARRANTY REGARDING THE USE OR THE RESULT OF THE SERVICES WITH RESPECT TO THEIRCORRECTNESS, QUALITY, ACCURACY, RELIABILITY, PERFORMANCE, COMPLETENESS,TIMELINESS, CONTINUED AVAILABILITY, OR OTHERWISE.

Section 5.0             Limitation of Liabilities.CORRESPONDENT ACKNOWLEDGES THAT RBC DCS DOES NOT OPERATE THE PLATFORM ANDCOULD NOT OFFER ACCESS TO THE PLATFORM WITHOUT THE FOLLOWING PROVISION:NONE OF RBC DCS, BONDDESK OR THE DATA PROVIDERS SHALL HAVE ANY LIABILITY TOCORRESPONDENT OR TO ANY THIRD PARTIES FOR THE CORRECTNESS, QUALITY, ACCURACY,RELIABILITY, PERFORMANCE, COMPLETENESS, TIMELINESS OR CONTINUED AVAILABILITY OFTHE PLATFORM OR RELATED SERVICES, OR FOR DELAYS OR OMISSIONS THEREIN, ORFOR INTERRUPTIONS IN THE DELIVERY OF THE SERVICES. RBC DCS SHALL NOT BERESPONSIBLE FOR DIRECT LOSS OR DAMAGE INCURRED BY CORRESPONDENT OR CUSTOMERS ASA RESULT OF ERRORS IN TRANSMISSION AND/OR PROCESSING. IN NO EVENT SHALL ANYPARTY HERETO OR BONDDESK OR THE DATA PROVIDERS BE LIABLE FOR ANY SPECIAL,INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RELATING INANY MANNER TO THIS SUPPLEMENT OR THE PLATFORM, EVEN IF SUCH PARTIES HAVE BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, CORRESPONDENTACKNOWLEDGES AND AGREES THAT THE SERVICES DERIVED FROM THE PLATFORM DO NOTAND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY INVESTMENT DECISIONS MADE BYCORRESPONDENT WITH RESPECT TO CORRESPONDENT’S ACCOUNTS OR CUSTOMER ACCOUNTS,AND THAT NEITHER BONDDESK NOR RBC DCS IS OR SHALL BE AN ADVISOR OR A FIDUCIARYOF CORRESPONDENT OR OF CORRESPONDENT’S MANAGED OR FIDUCIARY ACCOUNTS.

Section 6.0             Indemnification.Correspondent shall indemnify, defend and hold harmless BondDesk and BondDesk’ssubsidiaries, affiliates and their respective directors, officers, employeesand agents from and against any and all losses, damages, liability, costs,including attorney’s fees, resulting directly or indirectly from any suit,proceeding, claim or demand against BondDesk or its subsidiaries, affiliatesand their respective directors, officers, employees and agents by a third partyarising out of or related to the accuracy or completeness of any securitydescriptive data or other information received by BondDesk from Correspondent,or any data, information, service, report, analysis or publication derivedtherefrom.

Section 7.0             General.

7.1  Compliance with Laws. Each party agreesto comply with all applicable laws, rules, and regulations in connection withits activities under this Agreement. If the Services are for use outside theUnited States, Correspondent agrees to comply fully with all relevant laws,rules, and regulations in such foreign country, and to ensure that all softwareand media comprising such materials are not exported in violation of U.S. law.

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7.2  Relationship Between the Parties. Thereis no joint venture, partnership, agency, or fiduciary relationship existingbetween the parties, and the parties do not intend to create any suchrelationship by the Supplement. The Supplement does not create, and shall notbe construed to create, any right for the benefit of any third party.

**IN WITNESS WHEREOF**, RBC DainCorrespondent Services and Correspondent have executed this Supplement as ofthe date set forth below.
|            | **RBC DAIN CORRESPONDENT SERVICES,  A DIVISION OF RBC DAIN RAUSCHER INC.** | ** ** |
|------------|----------------------------------------------------------------------------|------------|
| ** ** | ** **                                                                 | ** ** |
| ** ** | ** **                                                                 | ** ** |
| By:        | /s/CRAIG A. GORDON                                                         | ** ** |
|       |                                                                       | ** ** |
| ** ** | Craig A. Gordon, President                                                 | ** ** |
| ** ** |                                                                       | ** ** |
| ** ** |                                                                       | ** ** |
| ** ** | **PAULSON INVESTMENT COMPANY**                                             | ** ** |
| ** ** | ** **                                                                 | ** ** |
| ** ** | ** **                                                                 | ** ** |
| By:        | /s/ TRENT DAVIS                                                            | ** ** |
|       |                                                                       | ** ** |
| Its:       | President and Chief Executive Officer                                      | ** ** |
|       |                                                                       | ** ** |
| Date:      |  June 15,  2006                                                  | ** ** |
|       | ** **                                                                 | ** ** |
|       | ** **                                                                 | ** ** |

 

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