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Exhibit 10.14  


 
 

CLEARING AGREEMENT    
    


        This
agreement, made as of the date indicated on the signature page hereof (the "Agreement") between Broadcort Capital Corp. (hereinafter referred to as the "Clearing Firm") and
Archipelago LLC (hereinafter referred to as the "Introducing Firm"), 


 
 

WITNESSETH THAT:    
    


        WHEREAS, the Introducing Firm is desirous of availing itself of clearing, execution and other services related to the securities business as more fully set forth
herein; and 


        WHEREAS,
the Clearing Firm desires to extend the foregoing types of services to the Introducing Firm. 


        NOW
THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto
hereby covenant and agree as follows: 


I.    Services  


        A.    Services to be Performed by the Clearing Firm    


        1.     The
Clearing Firm will execute orders for the Introducing Firm's customers whose cash or margin accounts have been accepted by Clearing Firm ("Introduced Accounts"), but
only insofar as such orders are transmitted by the Introducing Firm to the Clearing Firm. 


        2.     The
Clearing Firm will generate, prepare and mail confirmations respecting each of the Introduced Accounts. 


        3.     The
Clearing Firm will prepare and mail the summary monthly statements (or quarterly statements if no activity in any Introduced Account occurs during any quarter covered
by such statement) to every Introduced Account. 


        4.     The
Clearing Firm will settle contracts and transactions in securities (including options to buy or sell securities) (i) between the Introducing Firm and other
brokers and dealers, (ii) between the Introducing Firm and the Introduced Accounts, and (iii) between the Introducing Firm and persons other than the Introduced Accounts or other brokers
and dealers. 


        5.     The
Clearing Firm will engage in all cashiering functions for the Introduced Accounts, including the receipt, delivery and transfer of securities purchased, sold,
borrowed and loaned, receiving and distributing payment therefor, holding in custody and safekeeping all securities and payments so received, the handling of margin accounts, the receipt and
distribution of dividends and other distributions, and the processing of exchange offers, rights offerings, warrants, tender offers and redemptions. 



        6.     The
Clearing Firm will construct and maintain prescribed books and records of all transactions executed or cleared through it and not specifically charged to the
Introducing Firm pursuant to the terms of this Agreement, including a daily record of required margin and other information required by Rule 432(a) of the rules of the Board of Directors of the
New York Stock Exchange, Inc. (the Rules), or by the constitution, articles of incorporation, by-laws (or comparable instruments) or rules, regulations or other instruments
corresponding to the foregoing, and the stated policies or practices of any other securities exchange (the "Standards"), including but not otherwise limited to any national securities exchange
registered under the Securities Exchange Act of 1934, as amended ("National Securities Exchange") 





 



        B.    Services Which Shall Not be Performed by the Clearing Firm    


        Unless
otherwise agreed to in a writing executed by the parties hereto, the Clearing Firm shall not engage in any of the following services on behalf of the Introducing Firm: 



        1.     Accounting,
bookkeeping or recordkeeping, cashiering, or any other services with respect to commodity transactions, and/or any transaction other than securities
transactions. ("Securities is defined in Section 2(a)(l) of the Securities Act of 1934 [amended].) 


        2.     Preparation
of the Introducing Firm's payroll records, financial statements or any analysis or review thereof or any recommendations relating thereto. 


        3.     Preparation
or issuance of checks in payment of the Introducing Firms expenses, other than expenses incurred by the Clearing Firm on behalf of the Introducing Firm
pursuant to this Agreement. 


        4.     Payment
of commissions, salaries or other remuneration to the Introducing Firms salesmen or any other employees of the Introducing Firm. 


        5.     Preparation
and filing of reports (the Reports") with the Securities and Exchange Commission, any state securities commission, any National Securities Exchange, or other
securities exchange or securities association or any other regulatory or self-regulatory body or agency with which the Introducing Firm is associated and/or by which it is regulated
Notwithstanding the foregoing, the Clearing Firm will, at the request of the Introducing Firm, furnish the Introducing Firm with any necessary information and data contained in books and records kept
by the Clearing Firm and not otherwise reasonably available to the Introducing Firm if such information is required in connection with the preparation and filing of Reports by the Introducing Firm. 


        6.     Making
and maintaining reports and records required to be kept by the Introducing Firm by the Currency and Foreign Transactions Reporting Act of 1970 and the regulations
promulgated pursuant thereto, or any similar law or regulations enacted or adopted hereafter. 


        7.     Verification
of the address changes of any Introduced Account. 


        8.     Obtaining
and verifying new account information, and ensuring that such information meets the requirements of Rule 405(l) of the Rules and any other Rules or
applicable Standards. 


        9.     Maintaining
a record of all personal and financial information concerning any Introduced Account and all orders received therefrom, and maintaining all documents and
agreements executed by any Introduced Account. 


        10.   Holding
for safekeeping of the securities of any Introduced Account registered in the name of the Introduced Account. 


        11.   Accepting
deposits from the Introducing Firm in the form of coin or currency of the United States or any other country. 


        12.   Any
matters associated with the receipt and transfer of control and restricted securities by Introducing Firm's clients. If a client of the Introducing Firm uses deliver
control or restricted securities in satisfaction of a sale, the Introducing Firm shall be for responsible taking all steps necessary to assure that the securities are presented in fully negotiable
form, and in compliance with all applicable laws (including registration of such shares or the requirements to secure an applicable exemption from registration) upon receipt by the Clearing Firm. 




II.    Clearing Charges  


        See Schedule A attached hereto and incorporated herein by reference. 


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        In
no event shall the fees charged in this Article II for the above services be in contravention of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the Investment Advisers Act of 1940, as amended, and the Employee Retirement Income Security Act of 1974, as amended, or any rules or regulations thereunder, or any other law, n or
regulation, Federal, state or local, or any constitution, by-law, rule, regulation or instrument corresponding to the
foregoing, or stated policy or practice of any National Securities Exchange or other securities exchange or association or other regulatory or self-regulatory body or agency ("Laws and
Regulations"). In the event that such fees are deemed by the Clearing Firm to be in contravention of the Laws and Regulations, they shall be replaced with fees mutually agreed upon by the Clearing
Firm and the Introducing Firm. 


III.    Interest  


        Interest income earned through charges on debit balances in any Introduced Account shall be proprietary to and h retained by the Clearing Firm. No interest shall
be paid or credit given for any credit balances which from time to time may be left on deposit with the Clearing Firm, unless otherwise mutually agreed upon by the Clearing Firm and the Introducing
Firm. 


IV.    Notations on Statements, Confirmations and Other Written Material  


        The Clearing Firm shall carry all Introduced Accounts in the name of the Introducing Firms customer, with a notation on its books and records that such Introduced
Accounts were introduced by the Introducing Firm, and all monthly or quarterly statements, confirmations and notices of funds or securities due relating to such Introduced Accounts shall also indicate
that the Introduced Accounts were introduced by the Introducing Firm, that the role of the Clearing Firm is to perform only the clearing functions and related services expressly set forth herein, and
that the Introducing Firm will continue as broker for the Introduced Accounts. Inadvertent omission of such notations shall not be deemed to constitute a breach of this Agreement. Copies of the forms
covering all of the foregoing shall be furnished by the Clearing Firm to the Introducing Firm. 


        If
the Introducing Firm does not assume any cashiering function with respect to any Introduced Accounts, the account statements of the Clearing Firm sent to Introduced Accounts will
contain a provision substantially in the following form: 


        The
funds and securities specified in this account statement are under the possession or control of Merrill Lynch, Pierce, Fenner & Smith Incorporated, and not with the securities
firm that introduced this account to Broadcort Capital Corp., the clearing firm. If you have any questions regarding your account, please contact Customer Services at Broadcort Capital Corp., at
212-670-0600, if your Introducing Firm is unable to assist you. 


V.    Opening of Accounts  


        A.    At
the time of the opening of each Introduced Account, the Introducing Firm shall furnish the Clearing Firm with all financial and personal information concerning such
Introduced Accounts as the Clearing Firm may reasonably require. At the time of the opening of Introduced Accounts that are margin accounts, the Introducing Firm shall furnish the Clearing Firm with
executed customers' agreements, hypothecation agreements and consents to loans of securities (collectively, the "margin agreement"). The Clearing Firm shall supply the Introducing Firm with "new
account" and margin agreement forms regarding margin accounts in sufficient quantities, such forms to be submitted to the Clearing Firm upon their completion by the Introducing Firm, If any Introduced
Account may have been opened without the Clearing Firm having previously received the foregoing information or, in the case of a margin account, without the Clearing Firm having previously received
properly executed margin agreements, failure of the Clearing Firm to receive such information or margin agreements 


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shall
not be deemed to be a waiver of the information requirements set forth herein. Upon the written or oral request of the Clearing Firm, the Introducing Firm shall furnish the Clearing Firm with
any other documents and agreements executed by the Introduced Account on forms which shall be supplied by the Clearing Firm in sufficient quantities and which may reasonably be required by the
Clearing Firm in connection with the opening, operating or maintaining of Introduced Accounts. The Clearing Firm may, at its election, mail margin agreement or "new account" forms directly to the
Introduced Accounts upon notification by the Introducing Firm, and/or require completion of its own margin agreement or "new account" forms and, if required, option account agreements for the
Introduced Accounts. The Introducing Firm shall promptly provide the Clearing Firm with basic data and copies of documents relating to each of the Introduced Accounts, including, but not otherwise
limited to, copies of records of any receipts of the Introduced Accounts' funds and/or securities received directly by the Introducing Firm, as shall be necessary for the Clearing Firm to discharge
its service obligations hereunder. 


        B.    At
the time of the opening of any agency Introduced Account, the Introducing Firm shall furnish the Clearing Firm with the name of any principal for whom the Introducing
Firm is acting as agent, and written evidence of such authority. 


        C.    The
Introducing Firm shall have the sole and exclusive responsibility for compliance with Rule 405(3) of the Rules and shall specifically approve the opening of
any new account before forwarding such account to the Clearing Firm as a potential Introduced Account. The Clearing Firm, in its reasonable business judgment, reserves the right to reject any account
which the Introducing Firm may tender to the Clearing Firm as a potential Introduced Account. The Clearing Firm, in its reasonable business judgment, reserves the right to terminate any account
previously accepted by it as an Introduced Account. 


        D.    Pursuant
to written notification received by the Introducing Firm and forwarded to the Clearing Firm, any account of the Introducing Firm may choose to reject the
services to be performed by the Clearing Firm pursuant to this Agreement and thus choose not to be serviced as an Introduced Account pursuant hereto. Upon notice from another member organization that
an Introduced Account intends to transfer his account thereto, the Clearing Firm shall expedite such transfer and shall have the sole and exclusive responsibility for compliance with Rule 412
of the Rules. 


        E.    It
shall be the sole and exclusive responsibility of the Introducing Firm to make every reasonable effort to ascertain the essential facts relative to any Introduced
Account and any order therefor, in compliance with Rule 405(1) of the Rules, including but not otherwise limited to ascertaining the authority of all orders for Introduced Accounts, and the
genuineness of all certificates, papers and signatures provided by each Introduced Account. The Introducing Firm will not provide investment advice to its customers and will not have discretionary
authority over its customers' assets. 


        F.     The
Introducing Firm shall have the sole and exclusive responsibility for the handling and supervisory review of any Introduced Account for an employee or officer of any
member organization, self-regulatory organization, bank, trust company, insurance company or other organization engaged in the securities business, and for compliance with Rule 407
of the Rules relating thereto. The Introducing Firm shall furnish the Clearing Firm with such documentation with respect thereto as may be requested by the Clearing Firm, 


        G.    The
Introducing Firm shall have the sole and exclusive responsibility to ensure that those of its customers who become Introduced Accounts hereunder shall not be minors
or subject to those prohibitions existing under the Laws and Regulations generally relating to the incapacity of any Introduced Account or any conflict of interest relating to such Introduced Account. 


        H.    The
Introducing Firm shall be solely and exclusively responsible for any loss, liability, damage, cost or expense (including but not otherwise limited to fees and
expenses of legal counsel) sustained or 


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incurred
by either the Introducing Firm or the Clearing Firm, arising out of or resulting from any orders the Introducing Firm has taken from Introduced Accounts residing or being domiciled in
jurisdictions in which the Introducing Firm has not been or is no longer authorized to do business. 



        I.     It
shall be the sole and exclusive responsibility of the Introducing Firm to comply with any and all prospectus delivery requirements in connection with Introduced
Accounts which are option accounts. 


        J.     For
purposes of the Securities Investors Protection Act and the financial responsibility rules promulgated by the Securities and Exchange Commission, the Introduced
Accounts shall be deemed customers of the Clearing Firm. For all other purposes, the responsibilities of the Clearing Firm and the Introducing Firm with respect to the Introduced Accounts shall be as
specified herein, including with respect to the Introducing Firms supervisory responsibility specified herein. 


VI.    Transactions and Margin  


        A.    The
Introducing Firm does not, and will not, provide margin credit to its customers relating to the purchase or sale of securities or the holding of such instruments in
customers' accounts; the Introducing Firm will not request or require the Clearing Firm to do so. 


        B.    On
all transactions, the Introducing Firm shall be solely and exclusively responsible to the Clearing Firm for any loss, liability, damage, cost or expense (including but
not otherwise limited to fees and expenses of legal counsel), as incurred, incurred or sustained by the Introducing Firm or the Clearing Firm as a result of the failure of any Introduced Account to
make timely payment for the securities purchased by it or timely and good delivery of securities sold for it. The Introducing Firm furthermore agrees to be solely and exclusively responsible for the
payment and delivery of all "when issued" or "when distributed" transactions which the Clearing Firm may accept, forward or execute for Introduced Accounts. 


        C.    On
all over-the-counter transactions for Introduced Accounts, the Introducing Firm shall furnish the Clearing Firm with the names of the
respective purchasing and selling broker-dealers (except as otherwise provided in Section D of this Article VT, as set forth below), the names of the purchasing and selling customers, and the
wholesale and retail purchase and sale prices. 


        D.    Should
the Introducing Firm give an order in an over-the-counter security to the Clearing Firm and the counterparty is left to the Clearing Firm's
discretion, the Clearing Firm will assume the responsibility of paying the Introducing Firm that which the counterparty has failed to pay pursuant to the over-the-counter
transaction ("del credere risk"). In case the Introducing Firm executes its own over-the-counter order or designates the counterparty, it shall be understood that in the event
the over-the-counter dealer with whom the Introducing Firm dealt or whom it designated fails to live up to its part of the transaction, the Introducing Firm will assume the del
credere risk and reimburse the Clearing Firm for any loss sustained thereby. 


        E.    The
Introducing Firm shall be solely and exclusively responsible for approving all orders for the Introduced Accounts and for establishing procedures to ensure that such
approved orders are transmitted properly to the Clearing Firm for execution. The Clearing Firm, in its reasonable business judgment, reserves the right to reject any order which the Introducing Firm
may transmit to the Clearing Firm for execution. 


        F.     The
Introducing Firm shall be solely and exclusively responsible for the supervisory review of all orders for the Introduced Accounts and shall ensure that any orders and
instructions given by it or any of its employees to the Clearing Firm pursuant to the terms of this Agreement shall have been properly authorized in advance. 


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        G.    The
Introducing Firm shall be solely and exclusively responsible for sales and purchases for the Introduced Accounts that may create or result in a violation of any of
the Laws and Regulations. 


        H.    All
transactions pursuant to the terms of this Agreement shall be subject to the constitution, rules, by-laws, regulations, stated policies, practices, and
customs and any modifications thereof of any National Securities Exchange or other securities exchange or market and its clearing house, if any, where executed, and the Laws and Regulations. It is
understood that the Introducing Firm assumes sole and exclusive responsibility for compliance with the Laws and Regulations in the same manner and to the same degree as if the Introducing Firm were
performing the services for the Introduced Accounts that have been assumed by the Clearing Firm pursuant to this Agreement, except insofar as the Clearing Firm may, pursuant to Section D of
this Article VI, as set forth above, select the counterparty to a particular transaction. 


        I.     All
transactions heretofore between the Introducing Firm and the Clearing Firm with respect to orders given by or for the Introduced Accounts and cleared through the
Clearing Firm shall be subject to the provisions of this Agreement. 


        J.     The
Clearing Firm (and not the Introducing Firm) shall have the right to rehypothecate any securities owned by the Introducing Firm's clients if such securities are not
fully paid for. 


VII.    Supervisory Responsibility  


        A.    The
Introducing Firm shall have the sole and exclusive responsibility for the review of all Introduced Accounts and for compliance with any supervisory responsibility
under Rule 405(2) of the Rules. 


        B.    The
Introducing Firm and the Clearing Firm shall each be responsible for compliance with any supervisory procedures under Rule 342 of the Rules and, to the extent
applicable, any other provisions of the Laws and Regulations, including but not otherwise limited to supervising the activities and training of their respective sales and customer service employees,
as well as all of their other respective employees in the performance of functions specifically allocated to them pursuant to the terms of this Agreement. 


VIII.    Information to be Provided by the Introducing Firm  



        A.    The
Introducing Firm shall provide the Clearing Firm with copies of all financial information and reports filed by the Introducing Firm with the New York Stock
Exchange, Inc. (if a member), the National Association of Securities Dealers, Inc., the Securities and Exchange Commission, and any other National Securities Exchange (where a member)
(including but not otherwise limited to monthly and quarterly Financial and Operational Combined Uniform Single Reports, i.e., "FOCUS" Reports) simultaneous with the filing therewith. 


        B.    The
Introducing Firm shall submit to the Clearing Firm on a monthly basis or, if so requested by the Clearing Firm, at more frequent intervals, information and reports
relating to the Ii Firms financial integrity, including but not otherwise limited to information regarding the Introducing Firm's aggregate indebtedness ratio and net capital. 


        C.    The
Introducing Firm shall provide the Clearing Firm with all appropriate data in its possession pertinent to the proper performance and supervision of any function or
responsibility specifically allocated to the Clearing Firm pursuant to the terms of this Agreement. 


        D.    The
Introducing Firm shall provide the Clearing Firm 4vith any amendment or supplement to the Form BD of the Introducing Firm. 



        E.    The
Introducing Firm shall promptly provide the Clearing Firm with reasonably detailed information related to all suits, investigations or other proceedings pending, or
known to be 


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contemplated,
against or affecting it before any court, arbitrator or other governmental authority that might have a material impact on the financial condition or business prospects of the Introducing
Firm. 


IX.    Information to be Provided by the Clearing Firm  



        The Clearing Firm shall provide the Introducing Firm with all appropriate data in its possession pertinent to the proper performance and supervision of any
function specifically allocated to the Introducing Firm pursuant to the terms of this Agreement. The Introducing Firm shall be responsible for and shall promptly reimburse the Clearing Firm for all
costs incurred by the Clearing Firm in connection with the preparation and mailing of such information. 


X.    Customer Notification and Correspondence  



        A.    The
Introducing Firm shall be solely and exclusively responsible for informing its customers in a written correspondence, the form and substance of which will be mutually
agreed upon, prior to the effective date of this Agreement, as to the general nature of the services to be provided by the Clearing Firm pursuant to this Agreement and the right of such customers to
reject the services provided herein. Any new customers of the Introducing Firm shall also be informed as provided herein, prior to such customers becoming Introduced Accounts. The Introducing Firm
shall be solely and exclusively responsible for the payment of all costs incurred in connection with the preparation and mailing of such customer correspondence. 



        B.    The
Introducing Firm shall inform its customers pursuant to such written correspondence that all inquiries and correspondence should be directed to the Introducing Firm.
All customer correspondence shall be reviewed and responded to by the party responsible for the specific area to which the inquiry or complaint relates pursuant to the terms of this Agreement. In the
event such correspondence is not directed to such party originally, the Introducing Firm or Clearing Firm shall expeditiously forward such correspondence to the appropriate party. 


XI.    Errors, Controversies and Indemnities  



        A.    Errors,
misunderstandings or controversies, except those specifically otherwise covered in this Agreement, between the Introduced Accounts and the Introducing Firm or any
of its employees, which shall arise out of acts or omissions of the Introducing Firm or any of its employees (including, without limiting the foregoing, the failure of the Introducing Firm to deliver
promptly to the Clearing Firm any instructions received by the Introducing Firm from an Introduced Account with respect to the voting, tender or exchange of shares held in such Introduced Account),
shall be the sole and exclusive responsibility and liability of the Introducing Firm. In the event, however, that by reason of such error, misunderstanding or controversy, the Introducing Firm in its
discretion deems it advisable to commence an action or proceeding against an Introduced Account, the Introducing Firm shall indemnify and hold the Clearing Firm harmless from any loss, liability,
damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Clearing Firm may incur or sustain in connection therewith or under any
settlement thereof If such error, misunderstanding or controversy shall result in the bringing of an action or proceeding against the Clearing Firm, the Introducing Firm shall indemnify and hold the
Clearing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Clearing Firm may incur or
sustain in connection therewith or under any settlement thereof. 



        B.    Errors,
misunderstandings or controversies, except those specifically otherwise covered in this Agreement, between the Introduced Accounts and the Introducing Firm or any
of its employees, which shall arise out of acts or omissions of the Clearing Firm or any of its employees, shall be the sole and exclusive responsibility and liability of the Clearing Firm. In the
event, however, that by reason of such 


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error,
misunderstanding or controversy, the Clearing Firm in its discretion deems it advisable to commence an action or proceeding against an Introduced Account, the Clearing Firm shall indemnify and
hold the Introducing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses of legal counsel), as incurred, which the Introducing
Firm may incur or sustain in connection therewith or under any settlement thereof. If such error, misunderstanding or controversy shall result in the bringing of an action or proceeding against the
Introducing Firm, the Clearing Firm shall indemnify and hold the Introducing Firm harmless from any loss, liability, damage, cost or expense (including but not otherwise limited to fees and expenses
of legal counsel), as incurred, which the Introducing Firm may incur or sustain in connection therewith or under any settlement thereof. 


        C.    The
Clearing Firm and the Introducing Firm both agree to indemnify the other and hold the other harmless from and against any loss, liability, damage, cost or expense
(including but not otherwise limited to fees and expenses of legal counsel), as incurred, arising out of or resulting from any failure by the indemnifying party or any of its employees to carry out
fully the duties and responsibilities assigned to the indemnifying party herein (including, without limitation, the indemnification obligations contained in this Agreement) or any breach of any
representation or warranty herein by the indemnifying party under this Agreement. 


        D.    The
indemnification provisions in this Agreement shall remain operative and in full force and effect, regardless of the termination of this Agreement, and shall survive
any such termination 


        E.    The
Introducing Firm agrees to maintain, and to provide evidence thereof to the Clearing Firm, at least $500,000 blanket brokers indemnity bond insurance covering any and
all acts of its employees, agents and partners, with an insurance company reasonably acceptable to the Clearing Firm, listing the Clearing Firm as one of the insured parties and permitting the
Clearing Firm to assume the policy in the event of the Introducing firm ceasing operations. 



XII.    Representations, Warranties and Covenants  


        A.    The
Introducing Firm represents, warrants and covenants as follows: 



        1.     The
Introducing Firm will (a) maintain at all times a net capital computed in accordance with Rule 15c3-l of at least (i) $100,000 in
excess of the minimum net capital required by such rule if the Introducing Firm is a market maker (as that term is defined under Rule lSc3-1) and (ii) $50,000 in excess of the
minimum net capital required by such rule if the Introducing Firm is not a market maker, and (b) immediately notify the Clearing Firm when (i) its net capital is less than the applicable
amount set forth in (a) above, (ii) its Aggregate Indebtedness Ratio reaches or exceeds 10 to I or (iii) if the Introducing Firm has elected to operate under
Rule 15c3-1(a)(I)(ii) of the Securities Exchange Act of 1934, as amended, when its net capital is less than 5% of aggregate debit items computed in accordance with
Rule 15c3-3. 


        2.     The
Introducing Firm is a member in good standing of the National Association of Securities Dealers, Inc. The Introducing Firm will promptly notify the Clearing
Firm of any additional exchange memberships or affiliations. The Introducing Firm shall also comply with whatever non-member access rules have been promulgated by any National Securities
Exchange or any other securities exchange of which it is not a member, 



        3.     The
Introducing Firm is and during the term of this Agreement will remain duly registered or licensed and in good standing as a broker/dealer under all applicable Laws
and Regulations, 


        4.     The
Introducing Firm has all the requisite authority in conformity with all applicable Laws and Regulations to enter into this Agreement and to retain the services of the
Clearing Firm in accordance with the terms hereof 



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        5.     The
Introducing Firm is in compliance, and during the term of this Agreement will remain in compliance with (i) the capital and financial reporting requirements of
every National Securities Exchange or other securities exchange and/or securities association of which the Introducing Firm is a member, (ii) the capital requirements of the Securities and
Exchange Commission, and (iii) the capital requirements of every state in which the Introducing Firm is licensed as a broker/dealer, 


        6.     The
Introducing Firm shall not generate and/or prepare any statements, billings or confirmations respecting any Introduced Account unless expressly so instructed in
writing by the Clearing Firm. 


        7.     The
Introducing Firm shall keep confidential any information it may acquire as a result of this Agreement regarding the business and affairs of the Clearing Firm, which
requirement shall survive the life of this Agreement. Notwithstanding the preceding sentence, if any party requests, subpoenas or otherwise seeks to obtain confidential information concerning the
Clearing Firm that is in the possession of the Introducing Firm, the Introducing Firm will, to the extent permitted by applicable law or regulation: (i) give the Clearing Firm prompt notice
thereof and, (ii) tender any available defenses against providing such information to the Clearing Firm. That notwithstanding, the Clearing Firm understands that the Introducing Firm will
comply with all applicable law or regulation in connection with said request or subpoena. 




        B.    The
Clearing Firm represents, warrants and covenants as follows: 



        1.     The
Clearing Firm is a member in good standing of the National Association of Securities Dealers, Inc. and the New York Stock Exchange, Inc. 



        2.     The
Clearing Firm is and during the term of this Agreement will remain duly licensed and in good standing as a broker/dealer under all applicable Laws and Regulations. 


        3.     The
Clearing Firm has all the requisite authority, in conformity with all applicable Laws and Regulations, to enter into and perform this Agreement. 


        4.     The
Clearing Firm is in compliance, and during the term of this Agreement will remain in compliance with (i) the capital and financial reporting requirements of
every National Securities Exchange and/or other securities exchange or association of which it is a member, (ii) the capital requirements of the Securities and Exchange Commission, and
(iii) the capital requirements of every state in which it is Licensed as a broker/dealer. 


        5.     The
Clearing Firm represents and warrants that the names and addresses of the Introducing Firms customers which have or which may come to its attention in connection with
the clearing and related functions it has assumed under this Agreement are confidential and shall not be utilized by the Clearing Firm except in connection with the functions performed by the Clearing
Firm pursuant to this Agreement. Notwithstanding the foregoing, should an Introduced Account request, on an unsolicited basis, that the Clearing Firm or an organization affiliated with the Clearing
Firm become its broker, acceptance of such Introduced Account by the Clearing Firm or such affiliated organization shall in no way violate this representation and warranty, nor result in a breach of
this Agreement. 


        6.     The
Clearing Firm shall keep confidential any information it may acquire as a result of this Agreement regarding the business and affairs of the Introducing Firm, which
requirement shall survive the life of this Agreement. Notwithstanding the preceding sentence, if any party requests, subpoenas or otherwise seeks to obtain confidential information concerning the
Introducing Firm that is in the possession of the Clearing Firm, the Clearing Firm will, to the extent permitted by applicable law or regulation: (i) give the Introducing Firm prompt notice
thereof and, (ii) tender any available defenses against providing such information to the Introducing Firm. That 



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notwithstanding,
the Introducing Firm understands that the Clearing Firm will comply with all applicable law or regulation in connection with said request or subpoena. 




XIII.    Termination—Event of Default  



        Notwithstanding any provision in this Agreement, the following events or occurrences shall constitute an Event of Default under this Agreement: 



          (i)  either
the Clearing Firm or the Introducing Firm shall fail to perform or observe any material term, covenant or condition to be performed or observed by it hereunder
and such failure shall continue to
be unremedied for a period of 60 days (30 days in the case of a failure of the Introducing Firm to maintain the net capital ratios set forth in Section A(i)(a) of
Article XII) after written notice from the non-defaulting party to the defaulting party specifying the failure and demanding that the same be remedied; or 



         (ii)  any
material representation or warranty made by either the Clearing Firm or the Introducing Firm herein shall prove to be incorrect at any time in any material respect;
or 


        (iii)  a
receiver, liquidator or trustee of either the Clearing Firm or the Introducing Firm, or of its property, held by either party, is appointed by court order and such
order remains in effect for more than 30 days; or either the Clearing Firm or the Introducing Firm is adjudicated bankrupt or insolvent; or any of its property is sequestered by court order and
such order remains in effect for more than 30 days; or a petition is filed against either the Clearing Firm or the Introducing Firm under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within 30 days after such filing; or 


        (iv)  either
the Clearing Firm or the Introducing Firm files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under any
such law; or 


         (v)  either
the Clearing Firm or the Introducing Firm makes an assignment for the benefit of its creditors, or admits in writing its inability to pay its debts generally as
they become due, or consents to the appointment of a receiver, trustee or liquidator of either the Clearing Firm or the Introducing Firm, or of any property held by either party. 




        Upon
the occurrence of any such Event of Default, the non-defaulting party may, at its option, by notice to the defaulting party declare that this Agreement shall be thereby
terminated and such termination shall be effective as of the date such notice has been sent or communicated to the defaulting party. 


X.    Remedies Cumulative  



        The enumeration herein of specific remedies shall not be exclusive of any other remedies. Any delay or failure by any party to this Agreement to exercise any
right, power, remedy or privilege herein contained, or now or hereafter existing under any applicable statute or law, shall not be construed to be a waiver of such right, power, remedy or privilege or
to limit the exercise of such right, power, remedy or privilege. No single, partial or other exercise of any such right, power, remedy or privilege shall preclude the further exercise thereof or the
exercise of any other right, power, remedy or privilege. 


10





 



XV.    PAIB Requirements  


        The Clearing Firm and Introducing Firm agree to comply with the SEC No-Action Letter, dated November 3, 1998 ("No-Action Letter")
relating to the capital treatment of assets in the proprietary account of an introducing broker ("PAIB") and to permit Introducing Firm to use PAIB assets in its net capital computations. 



        A.    Introducing
Firm shall identify to Clearing Firm in writing all accounts that are, or from time to time may be, its proprietary accounts. The Clearing Firm shall perform
a computation for Introducing Firms PAIB assets ("PAIB Reserve Computation") in accordance with the customer reserve computation set forth in Rule 15c3-3 ("customer reserve
formula") with the following modifications: 



        1.     Any
credit (including a credit applied to reduce a debit) that is included in the customer reserve formula may not be included as a credit in the PAIB reserve
computation; 


        2.     Note E(3)
to Rule 15c3-3a which reduces debit balances by 1% under the basic method and subparagraph (a)(l)(ii)(A) of the net capital rule which
reduces debit balances by 3% under the alternative method shall not apply; and 


        3.     Neither
Note E(l) to Rule 15c3-3a nor NYSE Interpretation /04 to Item 10 of Rule 15c3-3a regarding securities concentration
charges shall be applicable to the PAIB reserve computation. 




        B.    The
PAIB reserve computation shall include all proprietary accounts belonging to Introducing Firm. All PAIB assets shall be kept separate and distinct from customer
assets under the customer reserve formula in Rule I5c3-3. 


        C.    The
PAIB reserve computation shall be prepared within the same time frames as those prescribed by Rule 15c3-3 for the customer reserve formula. 


11









   
        D.    The Clearing Firm shall establish and maintain a separate "Special Reserve Account for the Exclusive Benefit of Customers" with a bank in conformity with the standards
-of paragraph (1) of Rule 15c3-3 ("PAIB Reserve Account"). Cash and/or qualified securities as defined in the customer reserve formula shall be maintained in the
PAIB Reserve Account in an amount equal to the PAIB reserve requirement. 



        E.    If
the PAIB reserve computation results in a deposit requirement the requirement may be satisfied to the extent of any excess debit in the customer reserve formula of the
same date. However, a deposit requirement resulting from the customer reserve formula shall not be satisfied with excess debits from the PAIB reserve computation. 


        F.     Introducing
Firm's commissions receivable and other receivables from the Clearing Firm (excluding clearing deposits) that are otherwise allowable assets under the net
capital rule shall be excluded from the PAIB reserve computation if the amounts have been clearly identified as receivables on Introducing Firm's books and records of and as payables on the books of
the Clearing Firm. 


        G.    Introducing
Firm represents that it is not a guaranteed subsidiary of a clearing broker and that it is not a guarantor of a clearing broker. Introducing Firm also
represents that it will immediately notify the Clearing Firm in the event that either of the foregoing representations becomes inaccurate. 


        H.    Upon
discovery that any deposit made to the PAIB Reserve Account did not satisfy its deposit requirement, the Clearing Firm shall by facsimile or telegram immediately
notify its designated examining authority and the Securities and Exchange Commission ("Commission"). Unless a corrective plan is found acceptable by the Commission and the designated examining
authority, the Clearing Firm shall provide written notification to Introducing Firm within 5 business days of the date of discovery that PAIB assets held by the Clearing Firm shall not be deemed
allowable assets for net capital purposes. The notification shall also state that if Introducing Firm wishes to continue to count its PAIB assets as allowable, it has until the last business day of
the month following the month in which the notification was made to transfer all PAIB assets to another clearing broker. However, lithe deposit deficiency is remedied before the time at which
Introducing Firm must transfer its PAIB assets to another clearing broker, Introducing Firm may choose to keep its assets at the Clearing Firm. 


        I.     The
parties shall adhere to the terms of the No-Action Letter, including the Interpretations set forth therein, in all respects. 


XVI.    Customer Complaints, Exception Reports and Check Writing Authority  


        A.    Customer
Complaints Introducing Firm authorizes the Clearing Firm, and the Clearing Firm agrees to (i) furnish promptly any written customer complaint received by
the Clearing Firm regarding any of its customers or its associated persons relating to functions and responsibilities allocated to Introducing Firm pursuant to this Agreement, directly to Introducing
Firm and its designated examining authority; and (ii) notify its customer in writing that the Clearing Firm has received the complaint, and that the complaint has been furnished to Introducing
Firm and to its designated examining authority. 


        B.    Exception
Reports. The Clearing Firm agrees to furnish a list of all reports that it offers to Introducing Firm to assist Introducing Firm to supervise and monitor its
accounts in order for Introducing Firm to carry out its functions and responsibilities pursuant to this Agreement. The Clearing Firm agrees to notify Introducing Firm promptly, in writing, of those
specific reports offered by the Clearing Firm that Introducing Firm requires to supervise and monitor its customer accounts. The Clearing Firm may provide data or data software to Introducing Firm
that enables it to prepare its own reports provided the Clearing Firm can recreate the report or furnish the data and the data software used to prepare the report upon the request of the designated
examining authority. The Clearing Firm must comply with the notification requirement by informing Introducing Firm of the 


12





 



data
and data software that is available. The Clearing Firm agrees to retain and preserve as part of its records copies of the specific reports requested by and/or supplied to Introducing Firm or
alternatively, where reports are supplied through data and data software, retain and preserve such items from which the reports are prepared. The Clearing Firm agrees to provide a written notice to
Introducing Firm's chief executive and compliance officers within 30 days of July 1 of each year indicating the list of reports offered to Introducing Firm and specify the reports that
were actually requested by and/or supplied to Introducing Firm. A copy of the notice will be sent to Introducing Firm's designated examining authority. 


        C.    Check
Writing Authority In connection with the services that are to be performed by the Clearing Firm under this Agreement, the Clearing Firm will not establish a
checking account on Introducing Firm's behalf or on behalf of Introducing Firm's customers. 


XVII.    Order Audit Trail System (OATS)  


        A.    In
compliance with NASDR requirements, the Clearing Firm implemented an Order Audit Trail System ("OATS"). For all NASDAQ transactions executed by the Clearing Firm, the
Clearing Firm agrees to perform OATS reporting for all data commencing at the time an order is received by the Clearing Firm. 


        B.    The
Clearing Firm will not report any data (i) covering time periods before an order is received, (ii) on transactions that were settled and/or cleared but
not executed by the Clearing Firm, (iii) for transactions that were cleared through another clearing broker. 


        C.    Introducing
Firm is required to file a new order report" detailing the time the order was entered by Introducing Firm and a "route report" indicating the time the
order was sent to Clearing Firm in order to satisfy Introducing Firm's OATS requirements. Unless the Introducing Firm is otherwise required to do so by applicable laws or regulations, this Agreement
shall in not impose a supplemental duty on the Introducing Firm to file such "new order reports" on trades executed by the Introducing Firm. 


XVIII.    Miscellaneous  


        A.    As
of the effective date of this Agreement the Clearing Firm will not convert to its records as Introduced Accounts customer accounts of the Introducing Firm that are
partially or totally unsecured, securities in the name of the Introducing Firms customers, or legal transfer securities (securities in the name of estates, trust, joint ownership, foreign ownership
and such). 


        B.    The
Clearing Firm shall have the power to place open orders as instructed by the Introducing Firm as of the effective date of this Agreement, and appropriate adjustments
shall be made by the Clearing Firm to reflect that the Clearing Firm has acted as broker on the open orders with specialists on any National Securities Exchange or other securities exchange. 


        C.    The
Clearing Firm shall have the power to effect appropriate adjustments with respect to pending dividends and other distributions from the effective date of this
Agreement through the last payable date of such pending dividends. 


        D.    The
Introducing Firm shall be responsible for providing annual dividend and distribution information as contained in IRS Form 1087 and any other information
required to be reported by Federal, state, or local tax laws, rules or regulations, to its customers until the effective date of this Agreement, whereupon the Clearing Firm shall assume this function
as to Introduced Accounts. 


        E.    The
Clearing Firm shall have the power to allocate and make appropriate adjustments for fails, reorganization accounts, other work in process accounts, and coverages
relating to accounts of the 


13





 



customers
of the Introducing Firm that have become Introduced Accounts pursuant to the terms of this Agreement. 


        F.     The
Introducing Firm shall not engage in principal trades with or for its customers unless the trade is done in connection with the customer service error account. The
Introducing Firm shall also assume all liabilities in connection with the bad debts of all Introduced Accounts. The Introducing Firm has the responsibility to collect from its customers unsecured and
partially secured debits in the Introduced Accounts and to transmit such collections to the Clearing Firm within the appropriate time periods as established in procedural manuals of the Clearing Firm.
If any debit balances remain outstanding for a time period longer than the established period, the Clearing Firm is authorized to apply, as payment of such debit balances, commission fees owed to the
Introducing Firm in connection with transactions pursuant to this Agreement. 


        G.    Transfers
of securities relating to Introduced Accounts shall be frozen ten business days prior to the effective date of this Agreement. 


        H.    The
Clearing Firm and the Introducing Firm, respectively, shall limit its services pursuant to the terms of this Agreement to that of clearing and introducing functions
and the related services expressly set forth herein and neither party shall hold itself out as an agent of the other party or any of the subsidiaries or companies controlled directly or indirectly by
or affiliated with the other party. Should the Introducing Firm or the Clearing Firm in any way attempt to hold itself out as, advertise or in any way represent that it is the agent of the other
party, the aggrieved party shall have the power, at its option, to terminate this Agreement and the other party shall be liable for any loss, liability, damage, cost or expense (including but not
otherwise limited to fees and expenses of legal counsel) sustained or incurred by the Clearing Firm or Introducing Firm, as the case may be, as a result of such a representation of agency or apparent
authority to act as an agent of the Clearing Firm or Introducing Firm or agency by estoppel. 



        I.     This
Agreement supersedes any previous agreement and may be modified only by a writing signed by both parties to this Agreement. Such modification shall not be deemed as
a cancellation of this Agreement. 


        J.     This
Agreement shall be submitted to and/or approved by any National Securities Exchange, or other regulatory and self-regulatory bodies vested with the
authority to review and/or approve this Agreement or any amendment or modifications hereto. In the event of any such disapproval, the parties hereto agree to bargain in good faith to achieve the
requisite approval. 


        K.    This
Agreement may be cancelled by either of the parties hereto upon sixty (60) days' written notice; provided, however, that this Agreement may be cancelled by
either party upon thirty (30) days' written notice if(i) the net capital ratio of the other party exceeds 10 to I or (ii) if the other party has elected to operate under
Rule 15c3-1(a)(l)(ii) of the Securities Exchange Act of 1934, as amended, when its net capital is less than 3% of aggregate debit items computed in accordance with
Rule 15c3-3, and provided, further, that this Agreement may be cancelled by the Clearing Firm at any time between the date on which this Agreement is executed and the effective date
of this Agreement if there is a material change in the control or management of the Introducing Firm. 



        L.    ANY DISPUTE OR CONTROVERSY BETWEEN THE INTRODUCING FIRM AND THE CLEARING FIRM RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE SETTLED BY
ARBITRATION BEFORE AND UNDER THE RULES OF THE ARBITRATION COMMITTEE OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.


        M.   The
Clearing Firm will not be bound to make any investigation into the facts surrounding any transaction that it may have with the Introducing Firm on a principal or
agency basis or that the Introducing Firm may have with its customers or other persons, nor will the Clearing Firm be under 


14





 



any
responsibility for compliance by the Introducing Firm with any Laws or Regulations which may be applicable to the Introducing Firm 


        N.    To
facilitate the keeping of records by the Clearing Firm, the Introducing Firm will turn over promptly to the Clearing Firm any and all payments and securities which the
Introducing Firm receives from its customers, Concurrently with the delivery of such payments or securities to the Introducing Firm, it shall furnish the Clearing Firm with such information as may be
relevant or necessary to enable the Clearing Firm to record promptly and properly such payments and securities in the respective Introduced Accounts. 


        O.    This
Agreement shall be binding upon all successors, assigns or transferees of both parties hereto, irrespective of any change with regard to the name of or the personnel
of the Introducing Firm or the Clearing Firm. Any assignment of this Agreement shall be subject to the requisite review and/or approval of any regulatory or self-regulatory agency or body
whose review and/or approval must be obtained prior to the effectiveness and validity of such assignment. No assignment of this Agreement by either party shall be valid unless the other party consents
to such an assignment in writing. Any assignment by the either party to any subsidiary that it may create or to a company affiliated with or controlled directly or indirectly by it will be deemed
valid and enforceable in the absence of any consent from the other party Neither this Agreement nor any operation hereunder is intended to be, shall not be deemed to be, and shall not be treated as a
general or limited partnership, association or joint venture or agency relationship between the Introducing Firm and the Clearing Firm. 


        P.     Notwithstanding
the provisions of Section L of Article XVIII that any dispute or controversy between the parties relating to or arising out of this
Agreement shall be referred to and settled by arbitration, in connection with any breach by the either party of Section I- the other party, and in the case of the
(i) Clearing Firm, it may, at any time prior to the initial arbitration hearing pertaining to such dispute or controversy, by application to the United States District Court for the Southern
District of New York or the Supreme Court of the State of New York for the County of New York seek any such temporary or provisional relief or remedy (provisional remedy) provided for by the laws of
the United States of America or the laws of the State of New York as would be available in an action based upon such dispute or controversy in the absence of an agreement to arbitrate; and, in the
case of the (ii) Introducing Firm, it may, at any time prior to the initial arbitration hearing pertaining to such dispute or controversy, by application to the United States District Court for
the Northern District of Illinois or the Circuit Court of Cook County, Illinois seek any such temporary or provisional relief or remedy ("provisional remedy") provided for by the laws of the United
States of America or the laws of the State of Illinois as would be available in an action based upon such dispute or controversy in the absence of an agreement to arbitrate. The parties acknowledge
and agree that it is their intention to have any such application for a provisional remedy decided by the court to which it is made and that such application shall not be referred to or settled by
arbitration. No such application to either said court for a provisional remedy, nor any act or conduct by either party in furtherance of or in opposition to such application, shall constitute a
relinquishment or waiver of any right to have the underlying dispute or controversy with respect to which such application is made settled by arbitration in accordance with Section L above. 


        Q.    Neither
party shall, without having obtained the prior written approval of the other party, agree to place or place any advertisement in any newspaper, publication,
periodical or any other media or communicate with any customer or the public in any manner whatsoever if such advertisement or communication in any manner makes reference to the other party, to any
person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control, with the other party and to the clearing arrangements and/or
any of the services embodied in this Agreement. 


15





 



        R.    The
Laws and Regulations require that the Clearing Firm must have proper documentation to support any account opened on its books, including Introduced Accounts. 1f after
reasonable requests therefor, the necessary documents so as to enable the Clearing Firm to comply with such account documentation requirements of the Laws and Regulations have not been received by the
Clearing Firm, the Introducing Firm shall receive notification that no further orders will be accepted for the Introduced Accounts involved. Should it happen that inadvertent orders are placed for
such accounts after this notice is received, no commission credit will be granted from such orders. On receipt of the necessary documents, this restriction will be lifted on future commissions, but
any commissions withheld will not be credited or paid. This Agreement is not in any way intended to limit the responsibility of the Clearing Firm under the Laws and Regulations with respect to
Introduced Accounts. 


        S.     THE CONSTRUCTION AND EFFECT OF EVERY PROVISION OF THIS AGREEMENT, THE RIGHTS OF THE PARTIES HEREUNDER AND ANY QUESTIONS ARISING OUT OF THE
AGREEMENT, SHALL BE SUBJECT TO THE STATUTORY AND COMMON LAW OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.


        T.     The
headings preceding the text, articles and sections hereof have been inserted for convenience and reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement. 


        U.    This
Agreement shall cover only the types of services set forth herein and is in no way intended nor shall it be construed to bestow upon the Introducing Firm any special
treatment regarding any other arrangements, agreements or understandings which presently exist between the Introducing Firm and the Clearing Firm or which may hereafter exist. The Introducing Firm
shall be under no obligation whatsoever to deal with the Clearing Firm or any of its subsidiaries or any companies controlled directly or indirectly by or affiliated with the Clearing Firm, in any
capacity other than as set forth in this Agreement. Likewise, the Clearing Firm shall be under no obligation whatsoever to deal with the Introducing Firm or any of its affiliates in any capacity other
than as set forth in this Agreement. 


        V.     If
any provision or condition of this Agreement shall be held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body,
such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this Agreement shall be
carried out as if any such invalid or unenforceable provision or condition were not contained herein. 


        W.    For
the purposes of any and all notices, consents, directions, approvals, restrictions requests or other communications required or permitted to be delivered hereunder,
the Clearing Firm's address shall be 222 Broadway, 6 Floor, New York, New York 10038, with a copy to the General Counsel at the same address, and the Introducing Firm's address shall be 100 South
Wacker Drive, Suite #20 12, Chicago, Illinois, 60606, with a copy to the Operations Department, do Pam Zielezinski, and either party may change its address for notice purposes by giving written notice
pursuant to registered mail of the new address to the other party. 


        X.    This
Agreement shall become effective on or about the date specified on the signature page hereof as the effective date or such other date mutually agreed upon by the
parties hereto. 


        Y.    The
Clearing Firm shall not be liable for any loss caused, directly or indirectly, by government restrictions, exchange or market rulings, suspension of trading, war,
strikes or other conditions beyond the control of the Clearing Firm. In the event that any communications network or computer system used by the Clearing Firm, whether or not owned by the Clearing
Firm, is rendered inoperable, the Clearing Firm shall not be liable to the Introducing Firm for any loss, liability, claim, damage or expense resulting, either directly or indirectly, unless where the
inoperability of the communications network or computer system was as a result of the Clearing Firm's gross negligence, recklessness or will 


16





 



in
which case the Clearing Firm is liable to the Introducing Firm for any loss, liability, claim, damage or expense resulting, either directly or indirectly. 


        Z.    The
Clearing Firm shall have the right to investigate, or arrange for an appropriate party to investigate; the Introducing Firm's credit; provided, however, that the
Introducing Firm may make a written request for disclosure of the nature of such investigation within a reasonable time, Nothing in this paragraph shall be construed to relieve the Introducing Firm of
its obligation to oversee its financial integrity. 



	 	 	 	 	ARCHIPELAGO LLC
	

 	
 	

 	
 	

By:	
 	

/s/  GERALD D. PUTNAM      
 Name: Gerald D. Putnam

Title: CEO
	
BROADCORT CAPTIAL CORP.	
 	

 	
 	

 
	

By:	
 	

/s/  THOMAS V. CONIGLIARO      
 Thomas V. Conigliaro

Executive Vice President	
 	

 	
 	

 





Date
of Clearing Agreement: February 9, 2000 


Effective
Date of this Clearing Agreement: February 25, 2000 


17







Schedule A  


 
 

Clearing Charges    
    


	(A)
	Clearing Only Rates






	OTC Equities (CNS)	 	[***]
	OTC Equities (Excleared)	 	[***]
	OTC/Listed (D.V.P.)	 	[***]
	

[***]	
 	

 





	(B)
	International






	Euroclear, Cedel & Crest	 	[***]
	Tradepoint	 	[***]





	(C)
	Miscellaneous Securities



	

	[***]




General  


	(A)
	[***]



	(B)
	Extensions



	

	[***]



	(C)
	Register and Ship Transfers



	

	[***]



	(D)
	Fed Funds Wire



	

	[***]



	(E)
	Charges and Fees



	

	The
foregoing charges and fees are based upon the type and level of securities business represented as of the date of this agreement by the Introducing Firm
to the Clearing Firm. All such charges may be subject to renegotiation and change upon mutual consent by both parties. 





***
Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 





 
	(F)
	Interest Rate



	

	The
following percentages and rates will be used to calculate the money owed to the Introducing Firm by the Clearing Firm or money owed to the Clearing Firm
by the Introducing Firm on the following balances: 






	Free Credit Balances	 	[***]
	Debit Balances	 	[***]
	Short	 	[***]






Other Terms  


	(a)
	Taxes



	

	Where
applicable, New York State Stock Transfer Taxes payable by the principal on all transactions by the Introducing Firm will be paid by the Clearing Firm
and charged to the Introducing Firm's account.



	(b)
	Payment of Commission Revenue



	

	Payment
of commission revenue due the Introducing Firm shall be made by the Clearing Firm to the Introducing Firm on a monthly basis after deduction of the
following:



	(i)
	All
clearing and other charges, costs or expenses due the Clearing Firm in accordance with the terms of this Agreement.



	(ii)
	All
amounts due and owing the Clearing Firm by the Introducing Firm arising from any losses, liabilities, costs or expenses due it from the Introducing Firm which
remain unpaid as of the date of such Event of Default against the commission revenue then in the possession of the Clearing Firm.






	

	In
the event that the Introducing Firm shall suffer an Event of Default as defined in this Agreement, the Clearing Firm shall be entitled to offset any and
all liabilities, costs or expenses due it from the Introducing Firm which remain unpaid as of the date of such Event of Default against the commission revenue in the possession of the Clearing Firm.



	(c)
	Commissions, Mark-Ups and Other Charges



	

	It
is expressly understood and agreed that the Clearing Firm may not and will not exercise any control whatsoever over, or influence in any way, the
commissions, mark-ups or other charges or expenses between the Introducing Firm and the Introduced Accounts. 





***
Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 


2





 
	(d)
	Deconversion Expense



	

	In
the event that the Introducing Firm terminates this Agreement and such termination requires a systems deconversion of accounts and balances, the Clearing
Firm reserves the right to charge the Introducing Firm an applicable fee. 


3









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CLEARING AGREEMENT

WITNESSETH THAT



Clearing Charges