Exhibit 10.15


 


[Spear, Leeds & Kellogg Logo]


 


CLIENT ACCESS AGREEMENT


 


 


	
  We:

  	
  Spear, Leeds & Kellogg, L.P

  	
  You:

  	
  Wave Securities, LLC

  
	
   

  	
  120 Broadway

  	
   

  	
   

  
	
   

  	
  New York, New York 10271

  	
   

  	
   

  



 


and any affiliate of Spear, Leeds & Kellogg, L.P. (each such
affiliate an “Affiliate”), or, if you are a resident of any of the
jurisdictions identified in Schedule B to this Agreement, its designated
affiliate listed opposite the relevant jurisdiction (the “Designated
Affiliate”) on Schedule B.


 


	
  Attn:

  	
  Casey Early

  	
  Attn:

  	
   

  



 


 


1. 
SCOPE OF AGREEMENT.  We agree to provide you in accordance with this Agreement and all
Schedules to this Agreement, (together, the “Agreement”), with the following:


(i)                                     licenses
to the services described on any Schedules as well as any additional services
we may provide to you in the future as described in a Schedule (together,
the “Services”); and


(ii)                                  the software,
equipment and maintenance, if any, listed on the relevant Schedule.


 


2.                                      TERM
AND TERMINATION.  This Agreement
begins as of the date listed above and continues unless terminated as follows


(i)  by either party on 60 days
prior written notice;


(ii) by either party immediately if there is a breach or threatened
breach of this Agreement by the other party; or


(iii) by us immediately if we stop offering the Services.


 


3.                                      COSTS.  You will be responsible for all costs
associated with your access and use of any Service (including
telecommunications, modems, third party software, equipment and any related
maintenance services).


 


4.                                      USE
OF SERVICES.


(a)                                  We
are providing the Services to you only for your internal use and only for the
purposes and according to the procedures described in this Agreement and the
Schedules.  You may not sell, lease, or
provide directly or indirectly, the Services or any portion of the Services to
any third party except as permitted by this Agreement.  You acknowledge that all proprietary rights
in the Services are owned by us or by any applicable third party providing us
with all or part of the Services (the “Providers”) and the only rights you will
have in the Services are those specifically set forth in this Agreement.  You agree to


 


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protect those proprietary rights in the Services and to honor and
comply with our reasonable requests to protect our contractual, statutory and
common law rights in the Services.


 


(b)                                 You
will be responsible for ensuring the security of the Services in connection
with your use of these Services.


 


(c)                                  Regardless
of any other provision of the agreement or any Schedule, we have the right to
terminate (temporarily or permanently and at any time, with or without or cause
or prior notice) all or any part of any Service, or your access to any Service,
or to change the nature, composition or availability of any Service.


 


(d)                                 You
will supply us with all information we may reasonably request in writing
concerning you and your use of the Services; provided, however, that we will
treat any information identified by you as confidential in accordance with
paragraph 7 of this agreement.  We may
report this information to regulatory authorities or Providers, as we determine
in our sole discretion to be necessary.


 


(e)                                  You
agree to be bound by the reasonable and various legends, disclaimers, terms and
conditions displayed on or linked to the Services (each, a “Disclosure”).


 


(f)                                    You
acknowledge that we may monitor your use of the Services for our own purposes
(and not for your benefit).  We may use
the resulting information for internal business purposes or in accordance with
the rules of any applicable regulatory or self-regulatory body in compliance
with applicable law and regulation.


 


5.                                      REPRESENTATIONS
AND WARRANTIES.


(a)                                  You
represent and warrant to us that your use of the Services will comply with all
applicable laws, rules and regulations and with the policies and practices of
securities and futures exchanges and associations, alternative trading
facilities, and self-regulatory organizations, and the policies and procedures
(whether stated orally or in writing) applicable to the Services and this
Agreement and any other agreement between you and us, as may be amended from
time to time.


 


(b)                                 We
represent and warrant to you that we have all rights, title, authority and
licenses to provide the Services to you and that our performance under the
agreement will comply with all applicable laws, rules and regulations.  You represent and warrant to us that you
have all consents, rights, authority, and have taken all actions necessary, to
use the Services and enter transactions relating thereto.


 


(c)                                  Except
as set forth in paragraph 5(b), we make no warranty, express or implicit, to
you concerning the Services.  You
expressly acknowledge and agree that the Services provided by us and our third
party providers are on an “as is” basis, at your sole risk.  We expressly disclaim any implied warranties
of merchantability or fitness for a particular purpose, including any warranty
for the use or the results of the use of the Services with respect to their
correctness,


 


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quality, accuracy, completeness, reliability,
performance, timeliness, pricing, continued availability or otherwise.  We and our Providers will have no
responsibility to maintain the Services or to supply any corrections, updates
or releases concerning the Services.  We
are not soliciting any action based upon use of the Services.


 


6.                                      LIMITATION
OF LIABILITY; INDEMNITY.


(a)                                  We,
our managing directors, partners, officers, affiliates, employees and agents
will have no liability, contingent or otherwise, to you or to third parties,
for the correctness, quality, accuracy, security, completeness, reliability,
performance, timeliness, pricing or continued availability of the Services or
for delays or omissions of the Services, or for the failure of any connection
or communication service to provide or maintain your access to a Service, or
for any interruption or disruption of your access or any erroneous
communications between us and you.  We
will not be liable for any special, indirect, incidental or consequential
damages which you may incur or experience because you entered into this
Agreement or relied on the Services, even if we know of the possibility of
those damages.  We have no responsibility
to inform you of any difficulties we or other third parties experience
concerning use of the Services for our accounts or other accounts or to take
any action in connection with those difficulties.  We also will have no duty or obligation to verify, correct,
complete or update any information displayed in the Services.  You will make your own independent decision
to access or use any Service or to execute any transaction and you acknowledge
and agree that the Services do not and will not serve as the primary basis for
any of your investment decisions concerning your accounts or your managed or
fiduciary accounts.  We (and any of our
affiliates) are not and will not be an advisor or fiduciary for you or your
managed or fiduciary accounts.


 


(b)                                 You
will indemnify, protect, and hold harmless us, our managing directors,
partners, officers, affiliates, employees and agents from and against any
losses, liabilities, judgments, suits, actions, proceedings, claims, damages,
costs (including reasonable attorney’s fees) (collectively, “Losses”) resulting
from the use of the Services by you, your managing directors, partners,
officers, affiliates, employees or agents, including any breaches of the
security of the Services (including any access or entry into any of our other
systems not covered by this Agreement), caused directly or indirectly by you,
your managing directors, partners, officers, affiliates, employees or agents
except to the extent such Losses are due to our gross negligence or willful
misconduct.


 


(c)                                  In
Paragraphs 6(a) and 6(b) the terms “we”, “our” and “us” include each of the
Providers.


 


(d)                                 We
will indemnify, protect and hold harmless you, your managing directors,
partners, officers, affiliates, employees and agents from and against any and
all losses, liabilities, judgments, suits, actions, proceedings, claims,
damages, costs (including attorney’s fees), to the extent that they are based
upon a claim of breach of our warranty in Paragraph 5(b).


 


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(e)                                  Except
for our obligations under Paragraph 6(d), you agree that our liability and the
liability of our affiliates, agents and third party providers, if any, arising
out of any kind of legal claim (whether in contract, tort, otherwise) in any
way connected to your use of the Services will not exceed $10,000.


 


(f)                                    None
of the above will limit your rights and remedies under the United States
federal securities laws.


 


7.                                      CONFIDENTIALITY.  In the course of performing its
responsibilities under this Agreement or any Schedule, each party or its employees
may be exposed to or acquire information which is proprietary or confidential
to the other, its affiliated companies or third parties to whom the party has a
duty of confidentiality.  Any and all
non-public information of any form obtained by a party or its employees while
performing this Agreement (including the Services and any trade secrets,
processes, proprietary data, information or documentation related thereto) is
deemed confidential and proprietary information.  Each party agrees to hold such information in strict confidence
and not to disclose the information to third parties or use the information for
any purpose not contemplated by this Agreement or any Schedule and to
advise each of its employees who may be exposed to proprietary and confidential
information of their obligations to keep that information confidential;
provided, however, that such information may be disclosed (i) to the extent
required by applicable law or regulation, or (ii) pursuant to a subpoena or
order of a court or regulatory, self-regulatory or legislative body of
competent jurisdiction, or (iii) in connection with any regulatory report,
audit or inquiry, or (iv) where requested by a regulator with jurisdiction over
a party.  Confidential information will
not include information that is:


 


(i)                                     in
or becomes part of the public domain (other than by disclosure by a party in
violation of this Agreement);


(ii)                                  previously
known to a party (which must be demonstrable) without an obligation of
confidentiality;


(iii)                               independently
developed by a party outside of this Agreement; or


(iv)                              rightfully
obtained by a party from third parties without an obligation of
confidentiality.


 


8.                                      NO
PROMOTION.  Each party agrees that
without the prior written consent of the other party, it will not:  (i) use the name of the other party, or the
nature of any affiliate, managing director, employee of the other party, or any
trade name, trademark, trade device, service mark, symbol or any abbreviation,
contraction or simulation of the other party or its affiliates in advertising,
publicity, or otherwise; or (ii) represent (directly or indirectly) that
any product or any service provided by the party has been approved or endorsed
by the other.


 


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9.                                      GENERAL.


(a)                                  Both
parties acknowledge that they each entered into this Agreement without
inducement by any representation or warranty not set forth in this
Agreement.  This Agreement contains the
entire agreement of the parties with respect to its subject matter and
supersedes all existing and all other oral, written or other communications
between the parties concerning this subject matter.  This Agreement may be modified only by a writing signed by both
parties.


 


(b)                                 Neither
party may assign the Agreement without the other party’s prior written
consent.  However, we may assign this
Agreement to any entity (i) controlling, controlled by, or under common control
with us, or (ii) which succeeds to all or substantially all of our assets and
business.  This Agreement will be
binding upon and will inure to the benefit of the parties and their respective
successors and permitted assigns.


 


(c)                                  If
any provisions of this Agreement (or any portion thereof) is invalid, illegal
or unenforceable, the validity, legality or enforceability of the remainder of
this Agreement will not be affected or impaired.


 


(d)                                 All
notices will be in writing and will be hand delivered or forwarded by
registered or certified mail and sent to the parties at the addresses listed on
the first page.  A copy also will be
sent to the attention of our General Counsel or to any other address which is
designated in writing after the date of this Agreement.


 


(e)                                  The
headings in this Agreement are intended for convenience of reference and will
not affect interpretation.


 


(f)                                    The
individuals executing this Agreement each represent and warrant that they are
duly authorized by all necessary action to execute this Agreement on behalf of
their principals.


 


(g)                                 Each
party acknowledges that a breach of any provision of Paragraph 4, 7 or 8 of
this Agreement will cause the other irreparable injury and damage.  Therefore, these breaches may be stopped
through injunctive proceedings in addition to any other rights and remedies which
may be available to the party at law or in equity.


 


(h)                                 This
Agreement is deemed entered into in New York, New York, and will be governed
and construed in all respects by the laws of the State of New York, without
giving effect to principles of conflict of law.  Any litigation or other dispute resolution between the parties
relating to this Agreement will take place only in New York County, New
York.  The parties consent to personal
jurisdiction of and venue in the state and federal courts within that county.


 


(i)                                     Each
party’s continuing obligations under this Agreement including those relating to
“Indemnification” and “Confidential Information” will survive the termination
of this Agreement.


 


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(j)                                     To
the extent our Designated Affiliate (as defined above) is the party to this
Agreement, Spear, Leeds & Kellogg, L.P. will be a third party beneficiary.


 


(k)                                  The
words “include” and “including,” as used herein or any Schedule, are deemed to
be followed by the words “without limitation”.


 


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[Spear, Leeds & Kellogg Logo]


 


Schedule A—Electronic Trading Services


 


This is a Schedule of Services referred to in the Client Access
Agreement (the “CAA”) by and between us (Spear, Leeds & Kellogg, L.P., or,
if you are a resident of any of the jurisdictions identified in Schedule B
to the CAA, its Designated Affiliate listed opposite the relevant jurisdiction
in Schedule B) and you (together with this Schedule, the “Agreement”).  Terms used but not otherwise defined in this
Schedule will have the same meanings as in the CAA.  For purposes of the Agreement, the terms
“we” or “us” shall include any affiliate of Spear, Leeds & Kellogg, L.P.
(each such affiliate an “Affiliate.”) In the event of any conflict between the
terms of Schedule A and the terms of the CAA, the terms of Schedule A
will prevail.


 


 


SERVICES


 


Description of Services:


 


The Services covered by this Schedule are one or more electronic
trading services (each, a “Trading Service”) that we may make available to you,
either directly or through a third party service provider, and will consist of
one or more of the following electronic services: (a) trading services with
respect to transactions in securities, commodities, currencies, derivatives,
futures, options and other financial instruments, (each, a “Transaction”),
which will be executed with or through us or one of our affiliates; (b)
services that permit you to view (for informational purposes only) the status
of Transactions you previously entered into; (c) services for the display or
transmission of indications of interest or conditional offers to purchase
securities or enter into other Transactions; and (d) any additional services
made available through the Trading Services. 
Any additional terms of a particular Trading Service will be set forth
in a separate supplement to this Schedule or on the Trading Service.


 


Survival:


 


This Agreement will remain in effect with respect to all Transactions
executed through a Trading Service regardless of any termination or other
action with respect to the Trading Service.


 


USE OF THE SERVICES


 


You may access each Trading Service only through the use of one or more
passwords or other access methods specified by us (collectively, “Access
Methods”).  You are solely responsible
for ensuring that your Access Methods are known to us and used only by those
users authorized by you (“Authorized Users”). 
At our request, you will provide us a list of your Authorized Users, and
you acknowledge that, in our discretion, we may deny access to a Trading
Service to any user of your Access Methods. 
Unless


 


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you have received our express approval, any use of the Trading Services
by Authorized Users who are located outside of the jurisdiction of your country
of domicile (as listed in the CAA) is strictly prohibited.


 


You will be (i) solely responsible for all acts or omissions of any
person using a Trading Service through your Access Methods and (ii) bound by
the terms of all Transactions executed through a Trading Service using your
Access Methods.  All Transmissions
generated by use of your Access Methods will be deemed to be authorized by you.


 


You will notify us and any representative designated by your Trading
Service to receive notice if your Access Methods have been lost, stolen or
compromised.  Upon receipt of this
notice, your Access Methods will be promptly cancelled but you will be
responsible for any actions taken through the use of such Access Methods before
they are cancelled.  In our sole
discretion, we may terminate, revoke, suspend, modify, or change any or all of
your Access Methods at any time with or without prior notice.


 


TRANSACTIONS


 


(a) Each Transaction you execute through a Trading Service will be
subject to any other agreement between you and us that applies to the relevant
Transaction (“Client Agreements”).  If
there is a conflict between the terms of this Agreement and the terms of the
Client Agreement, the terms of this Agreement will control regarding the Trading
Services (except that any governing law and dispute resolution provisions of
the Client Agreement will prevail over Section 9(b) of the CAA and the
“Arbitration” provisions below, respectively.


 


(b) You agree that you are solely
responsible for any investment or trading decisions made by you with respect to
products identified on the Trading Services and that we will not be responsible
for determining the suitability, appropriateness or advisability of any
transaction you may enter into in such products.


 


(c) We will be free to accept or reject any Transaction that you seek
to execute through a Trading Service in our sole discretion.


 


(d) You may receive a written or electronic acknowledgment of the
status of each Transaction executed through a Trading Service in addition to
the confirmation we deliver to you.  If
there is a conflict between (i) the terms of the Agreement, (ii) status
information concerning a Transaction and (iii) the terms of any confirmation, the
terms of the confirmation control.


 


(e) You will use the Trading Services and enter into Transactions only
for your own benefit and account(s) and will not use the Services on behalf of
third parties (other than, if you are a broker-dealer, investment manager or
investment advisor, your customers) without our written permission.  If you are a broker-dealer, investment
manager or investment advisor and your use of the Services and execution of


 


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Transactions is for the benefit and account of your customers, you
represent and warrant that you have full authority to sign this Agreement on
their behalf and that you have informed them of the contents of this Agreement
and that they agree with the provisions hereof.


 


(f) You will not use the Trading Services to effect transactions in
securities of which you, or your affiliates, are the issuer, or, if you are a
broker-dealer, investment manager or investment advisor and are acting on
behalf of a customer, in securities of which the customer, or the customer’s
affiliate, is the issuer.  You are
responsible for advising us of any legal restrictions on the transfer of any
securities sold by you (including Rule 144 or 145(d) under the Securities Act
of 1933) and for providing us with any necessary documents (including
prospectuses or opinions) to satisfy legal transfer requirements.  You are responsible for any delays, expenses
and losses associated with compliance or failure to comply with the
requirements for transfer of any securities subject to restrictions.


 


(g) A Transaction entered into through a Trading Service shall be
binding upon the completion of the steps identified on the Trading Service (or
in a separate communication) as necessary for execution of the
Transaction.  You will be bound by the
terms of any order made through a Trading Service and by any resulting
Transaction unless you modify or withdraw the order in accordance with the
terms of the Trading Service before its execution.


 


Without limitation of the above, you agree that any action by you to
modify or withdraw an order made through a Trading Service by communicating
with us through other means may be ineffective.


 


(h) You acknowledge and agree that we may engage in trading in the
markets reflected on the Trading Services for our proprietary accounts and on
behalf of accounts under our management, which could affect the value or
termination of Transaction and that we may enter into transactions at prices
different from the prices reflected in the Trading Service.


 


CONFIDENTIALITY


 


We may, at our discretion, disclose any information provided to us by
you in connection with an underwritten (or other) offering of securities to (1)
the issuer of the securities, (2) any selling shareholder who is selling
securities in the offering, (3) any co-manager or lead manager in the offering
and any agent or advisor to the parties listed above if we, in good faith,
determine that disclosure of any information to the parties listed above is
customary, necessary or advisable.


 


ARBITRATION


 


Subject to any dispute resolution provisions,
including any forum selection clauses, in the applicable Client Agreements
(which will control in the event of any conflict with this Agreement), any
controversy between you and us or any of our managing directors, officers, directors,
or


 


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employees, arising out of or relating to
Transactions or Trading Services, will be settled by arbitration, in accordance
with the existing rules of any one of the American Arbitration Association, The
New York Stock Exchange, Inc., any other exchange of which either you or we are
a member, the National Association of Securities Dealers Regulation, Inc. or
The Municipal Securities Rulemaking Board, as you may elect.  If you do not make an election by registered
mail addressed to us at our main office within ten (10) days after receiving
notification from us of an election request, we may make the election on your
behalf.  Any resulting arbitration will
be before at least three arbitrators, and the award of the arbitrators, or of a
majority of them, will be final, and judgment upon the award rendered may be
entered in any court having jurisdiction. 
The parties acknowledge that:


 


(i)                                    arbitration
is final and binding on the parties;


(ii)                                the
parties waive their right to seek remedies in court, including the right to a
jury trial;


(iii)                            pre-arbitration
discovery is generally more limited than and different from court proceedings;


(iv)                               the
arbitrators’ award is not required to include factual findings or legal
reasoning, and any party’s right to appeal or to seek modification or rulings
by the arbitrators is strictly limited; and


(v)                                   the
panel of arbitrators typically will include a minority of arbitrators who were
or are affiliated with the securities industry.


 


No party will bring a putative or certified
class action to arbitration, or seek to enforce any pre-dispute arbitration
agreement against a party who has begun a putative class action in court or is
a member of a putative class who has not opted out of the class with respect to
any claims encompassed by the putative class action until:


 


(i)                                    the
class certification is denied;


(ii)                                the
class is decertified; or


(iii)                            the
customer is excluded from the class by the court.


 


Forbearance to enforce an agreement to
arbitrate waives no rights under this Agreement except as stated above.


 


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[Spear, Leeds & Kellogg Logo]


 


Schedule B


 


	
  Jurisdiction

  	
   

  	
  SLK
  Affiliate(s) Providing the Services

  
	
  Australia

  	
   

  	
  Goldman Sachs Australia Pty Limited

  
	
  Austria

  	
   

  	
  Goldman Sachs International

  
	
  Belgium

  	
   

  	
  Goldman Sachs International

  
	
  Canada

  	
   

  	
  Goldman Sachs Canada

  
	
  Finland

  	
   

  	
  Goldman Sachs International

  
	
  France

  	
   

  	
  Goldman Sachs International

  
	
  Germany

  	
   

  	
  Goldman Sachs International

  
	
  Greece

  	
   

  	
  Goldman Sachs International

  
	
  Hong Kong

  	
   

  	
  Goldman Sachs (Asia) L.L.C.

  
	
  Ireland

  	
   

  	
  Goldman Sachs International

  
	
  Italy

  	
   

  	
  Goldman Sachs International

  
	
  Japan

  	
   

  	
  Goldman Sachs (Japan) Ltd.

  
	
  Korea

  	
   

  	
  Goldman Sachs (Asia) L.L.C.

  
	
  Luxembourg

  	
   

  	
  Goldman Sachs International

  
	
  Mexico

  	
   

  	
  Goldman Sachs & Co.

  
	
  Netherlands

  	
   

  	
  Goldman Sachs International

  
	
  Norway

  	
   

  	
  Goldman Sachs International

  
	
  Portugal

  	
   

  	
  Goldman Sachs International

  
	
  Puerto Rico

  	
   

  	
  Goldman Sachs & Co.

  
	
  Singapore

  	
   

  	
  Goldman Sachs (Singapore) PTE and Goldman Sachs Futures PTE Ltd.

  
	
  Spain

  	
   

  	
  Goldman Sachs International

  
	
  Sweden

  	
   

  	
  Goldman Sachs International

  
	
  Switzerland

  	
   

  	
  Goldman Sachs & Co. Bank

  
	
  United Kingdom

  	
   

  	
  Goldman Sachs International

  



 


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[Spear, Leeds & Kellogg logo]


 


Schedule L—Software, Equipment,
Telecommunications and Media


 


This is a Schedule referred to in the Client Access Agreement (the
“CAA”) by and between Spear, Leeds & Kellogg, L.P., or, if Licensed
Products (as defined below) are provided by one or more affiliates of Spear,
Leeds & Kellogg, L.P. (each such affiliate an “Affiliate”), such Affiliate,
and you (together with this Schedule, the “Agreement”).  Terms used but not otherwise defined in this
Schedule will have the same meanings as in the Agreement.  The terms “we”, “our” and “us” refer to
Spear, Leeds & Kellogg, L.P. and its Affiliates, and if you are a resident
of any of the jurisdictions defined in Schedule B to the CAA, the
Designated Affiliate listed opposite the relevant jurisdiction in Schedule B.


 


 


I. 
LICENSED PRODUCTS GENERALLY


 


(a) Description of Licensed Products:


 


We may from time to time and in our sole and absolute discretion, offer
you, as part of the Services, the use of certain Software (as defined herein),
Equipment (as defined herein), Telecommunications (as defined herein) or Media
(as defined herein) (together the “Licensed Products”) for your use in
connection with electronic trading, market data, information or other services,
equipment or products made available to you by us or by any third party
(together the “Auxiliary Services”). 
The Licensed Products may include, but will not necessarily be limited
to, the installation of Software onto your personal system and the use of
Equipment and Telecommunications necessary to use the Auxiliary Services.  All Licensed Products provided to you by us
will be covered by the terms of this Schedule unless stated otherwise by
us.  For the avoidance of doubt, our
provision of the Licensed Products, and our granting of licenses with respect
to the Licensed Products, to you shall constitute Services for all purposes
under the Agreement.


 


(b) Use of Licensed Products:


 


You acknowledge that all Licensed Products made available directly or
indirectly by us to you are our proprietary property or the proprietary property
of the third party from whom we have secured the right to use such Licensed
Products.


 


Pursuant to this Schedule, you are granted a personal, non-exclusive,
non-transferable right and license to use the Licensed Products solely in
connection with the Auxiliary Services. 
Unless specified otherwise, any grant with respect to the Licensed
Products does not include the right to sublicense the Licensed Products or to
use such Licensed Products for service bureau, time-sharing or other similar
purposes, or to make the Licensed Products available by remote access or
otherwise to any third party.  You shall
not use, and shall not permit the use of, the Licensed Products for any illegal
purpose.  You shall have no interest in
the


 


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Licensed Products, including all copyrights, trademarks, service marks,
trade secrets, patents and other proprietary rights related to Licensed
Products, except for the licenses granted under this Agreement.


 


Upon termination of this Agreement for any reason, you shall either
destroy or return to us all copies of the Software and related documentation
and/or return all of the Equipment and Telecommunications and, at our request,
your authorized officer shall certify the same to us in writing.  You shall exercise reasonable care to
preserve the condition of the Licensed Products.  You acknowledge that you are not the owner of the Licensed
Products, but are rather a licensee, and that you will be liable for the cost
of any damages to the Licensed Products resulting from your use or misuse
thereof, except for ordinary wear and tear.


 


At any time during the term of this Agreement, you shall permit us
reasonable access to your books and records, including without limitation, your
electronic records, and premises, solely to monitor compliance with this
Agreement or to fulfill any related legal or contractual requirement.


 


II. 
FEES


 


You agree to pay such fees for the provision and use of the Licensed
Products as may be separately specified in a writing provided by us to you or
as otherwise agreed between you and us.


 


Without limiting any other rights or remedies available to us hereunder
or under applicable law, any amount payable to you by us, at our option and in
our sole discretion, may be reduced by its set-off against any amounts payable
(whether at such time or in the future) by you to us under any other
agreements, instruments or undertakings between you and us (including any
amounts owed pursuant to this Agreement). 
We shall have a right of set-off against all deposits, moneys,
securities and other property of you now or hereafter in the possession of, or
on deposit with, us.  No security
interest or right of set-off shall be deemed to have been waived by any act or
conduct by us or by any neglect to exercise such right of setoff or to enforce
such security interest or by any delay in doing so, all such waivers by us
hereunder must be in writing and signed by our authorized representative.


 


III. 
SOFTWARE


 


All software provided to you by us now and in the future, in object
code, source code or any other format, including any updates, modifications and
additions thereto, as well as all associated documentation, in any media, is
referred to herein collectively and individually, as appropriate, as the
“Software”.  We and any third parties
shall retain all rights and title (to the extent of our and their interests) to
all proprietary computer programs, techniques, algorithms and processes
contained therein, and the “look and feel” and graphic elements of the
software.  You shall not copy the
Software, except as necessary for further archival or backup purposes, subject
to appropriate security measures.


 


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YOU WILL NOT MAKE ANY ALTERATION, CHANGE OR MODIFICATION TO THE
SOFTWARE.  YOU MAY NOT RECOMPILE,
DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, OR MAKE OR DISTRIBUTE ANY OTHER FORM
OF OR ANY DERIVATIVE WORK, INCLUDING BUT NOT LIMITED TO THE “LOOK AND FEEL” AND
GRAPHIC ELEMENTS, FROM THE SOFTWARE AND OR THE AUXILIARY SERVICES, EXCEPT AS
PERMITTED BY LAW.


 


IV. 
EQUIPMENT


 


All hardware, firmware and other equipment provided to you by us is
referred to herein collectively and individually, as appropriate, as the
“Equipment”.  We reserve the right to require
you to use Equipment solely in connection with specific Auxiliary
Services.  You understand that certain
additional equipment and software may be needed in order to use the Licensed
Products or Auxiliary Services or any third party services but are not being
provided by us.  If any such Equipment
is not provided by us under this Schedule, you remain responsible for the
acquisition, installation and operation of all equipment necessary to utilize
the Licensed Products and Auxiliary Services.


 


We shall assume the risk of loss or damage to Equipment while in
transit, and you shall assume the risk of loss or damage at all other
times.  You shall not make any
alterations or add attachments to the Equipment whatsoever, nor shall you
remove the Equipment from the location of initial delivery, without our express
written consent.


 


Unless otherwise expressly agreed in writing, all items of Equipment
shall remain our property and may be removed by us at any time after the
termination of this Agreement.  All
Equipment is, and at all times shall remain, separate items of personal
property, notwithstanding attachment to other equipment or real property.


 


V. 
TELECOMMUNICATIONS AND MEDIA


 


All communications equipment, data lines and other telecommunications
devices provided to you by us for your use in conjunction with your use of the
Auxiliary Services are referred to herein collectively and individually, as
appropriate, as “Telecommunications”. 
We may also provide you with access to, and permit you to use, instant messaging,
electronic mail and other Internet media services (“Media”).  You shall not, and shall not permit any of
your officers, directors, employees, agents or any third party, to use
Telecommunications or Media in a manner that will violate any copyright,
trademark, trade secret or other proprietary right.  In addition, you shall not use Telecommunications or Media in a
manner that we, in our sole discretion, consider fraudulent, harassing,
hateful, abusive, sexually oriented, sexually explicit, obscene, intimidating,
defamatory or otherwise inappropriate. 
Furthermore, you shall not use Telecommunications or Media to send
messages to any person who does not wish to receive them or unsolicited bulk
messages, including but not limited to, commercial advertising or informational
announcements.  Moreover, you shall


 


3

















 


not use Telecommunications or Media to attempt to circumvent or violate
the security of any Auxiliary Service, including but not limited to accessing
data or messages other than your own data or messages or attempting to
interfere with another user’s access to or use of Telecommunications or Media.


 


In the event you use Telecommunications and Media, (i) you agree to
comply with our Acceptable Use Policy, as it may be modified from time to time,
and (ii) you acknowledge that you have received, read and understand our
current Acceptable Use Policy and agree to be bound by such policy, as it may
be modified from time to time.  In the
event of any conflict between the terms of this Agreement and the then current
Acceptable Use Policy, the then current Acceptable Use Policy shall
govern.  At any time, upon your written
request, we will provide you with a copy of the then current Acceptable Use
Policy, which also may be available on our website.


 


We accept no responsibility for recording, backing up or archiving any
data, software or messages created, transmitted or received using
Telecommunications or Media.  You
acknowledge and agree that it is solely your responsibility to record, backup
or archive data, software and messages for disaster recovery, record-keeping or
any other purpose.


 


VI. 
INSTALLATION AND SET-UP SERVICES


 


We may provide, in our sole and absolute discretion, certain services
related to Licensed Products or Auxiliary Services including but not limited to
installation, set-up, testing and training. 
In our sole and absolute discretion, these services may be provided at
our standard hourly rates.


 


VII. 
CONNECTIVITY


 


We may, in our sole and absolute discretion, provide you with
assistance in your connecting to the Auxiliary Services through various forms
of communication linkages and connection services, including but not limited to
connectivity through the Financial Information Exchange (“FIX”) protocol
(together “Connectivity”).  If we
provide you with assistance with respect to your Connectivity, you are solely
responsible for obtaining any necessary equipment or products needed in order
for you to establish and maintain such Connectivity.  Additionally, you are solely responsible for testing and
maintaining the Connectivity and any equipment or products used in conjunction
with the Connectivity.  In providing assistance
with respect to your Connectivity, we will have no liability for any failure by
you to connect to the Auxiliary Services, or for any delay or system failure
created by your Connectivity.  You will
be solely responsible for any and all costs associated with your establishment
or maintenance of Connectivity and you further agree to pay to us such charges
for our assistance with respect to the Connectivity as may be separately
specified in a writing provided by us to you or as otherwise agreed between you
and us.


 


4

















 


VIII. 
DISCLAIMER OF LIABILITY


 


You understand and agree that we do not assume any responsibility for
the operation of Licensed Products. 
Specifically, but without limitation of the foregoing, we shall have no
responsibility for the availability, timeliness, security, safety, accuracy or
performance of Licensed Products, and we shall not be responsible for any
effect that your use of the Licensed Products may have on your software and
equipment.


 


You understand and agree that if Auxiliary Services include any
Licensed Products provided by a third party, you shall be held liable and
responsible for any termination fee or early termination fee imposed by such
third party, regardless of the reason for termination of such Auxiliary
Services.


 


You have independently evaluated the Licensed Products.  You assume all liabilities and risks
associated with the use of Licensed Products.


 


IX. 
EXPORT RESTRICTIONS


 


You acknowledge that the Licensed Products provided hereunder may
contain cryptographic algorithms, and as a result, the export and reexport of
such Licensed Products may be controlled by the U.S. Government; other
countries may also control the export, import and use of the Licensed Products,
and penalties for violating such laws can be severe.  You agree to comply with any U.S. or foreign laws governing the
export, reexport, import or use of the Licensed Products.


 


You acknowledge that the Licensed Products are subject to the U.S.
Export Administration Regulations (“EAR”) and other U.S. law.  Notwithstanding anything contained in this
Agreement to the contrary and regardless of any disclosure made to you by us
pertaining to the ultimate destination of the Licensed Products, you agree not
to export or reexport, directly or indirectly (including through electronic
means), the Licensed Products (or any commodity incorporating them) (i) without
requisite authorization from the Bureau of Export Administration of the U.S.
Department of Commerce or any other U.S. Government or foreign agency having
jurisdiction over such transaction, or (ii) to persons, entities or
destinations prohibited from receiving U.S. exports under the EAR (including
without limitation Denied Persons, and entities on the Commerce Department
Entity List or involved with missile technology or nuclear, chemical or
biological weapons), or in violation of any sanctions program administered by
the Office of Foreign Assets Control, U.S. Department of Treasury (including
without limitation any Specially Designated National or recipient located in or
a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan or Syria).


 


You represent and warrant (and such representations and warranties are
added to the section of the Agreement entitled “Representations and
Warranties”) that you are not (and never have been) on the Commerce Department
Denied Persons List or Entity List, the State Department Statutory Debarred
Party List, the General Services Administration Excluded Party List, or the
Treasury Department Specially


 


5

















 


Designated Nationals (SDN) List; and that you are not acting on behalf
of any person or entity identified on any of these lists.  To the extent you have U.S. export
privileges, you represent and warrant that your privileges have never been
revoked or limited in any way.  You
accept a continuing obligation to inform us immediately of any breach of any of
the agreements, representations and warranties made herein.


 


6

















 


[Spear, Leeds & Kellog logo]


 


Schedule R—Order Routing


 


This is a Schedule referred to in the Client Access Agreement (the
“C.A.A.”) by and between Spear, Leeds & Kellogg, L.P., or, if a Routing
Service (as defined below) is provided by one or more affiliates of Spear,
Leeds & Kellogg, L.P. (each such affiliate an “Affiliate”), such Affiliate,
and you (together with this Schedule, the “Agreement”).  Terms used but not otherwise defined in this
Schedule will have the same meanings as in the Agreement.  The terms “we”, “our” and “us” refer to
Spear, Leeds & Kellogg, L.P. and its Affiliates, and, if you are a resident
of any of the jurisdictions identified in Schedule B to the CAA, the
Designated Affiliate listed opposite the relevant jurisdiction in
Schedule B.


 


 


I. 
SERVICES


 


(a) 
Description of Services:


 


The Services covered by this Schedule are one or more electronic
routing services (each, a “Routing Service”) that we may make available to you,
either directly or through a third party service provider and will consist of
routing orders for financial instruments in securities, commodities,
currencies, derivatives, futures, options and other financial instruments to
one or more of the following destinations: 
(i) broker-dealers, (ii) electronic communications networks (“ECN”),
(iii) other network service providers that route orders to brokers or dealers
or ECN’s, (iv) exchanges, and (v) any additional destinations made available
through the Routing Services (each a “Routing Destination”).


 


(b) Survival:


 


This Agreement will remain in effect with respect to all orders routed
through a Routing Service regardless of any termination or other action with
respect to the Routing Service.


 


II. 
USE OF THE SERVICES


(a) You may access each Routing Service to route orders to Routing
Destinations that we have authorized to be connected to the Routing Services
only through the use of one or more passwords or other access methods specified
by us (collectively, “Access Methods”). 
You are solely responsible for ensuring that your Access Methods are
known to and used only by those users authorized by you (“Authorized
Users”).  At our request, you will
provide us with a list of your Authorized Users, and you acknowledge that, in
our discretion, we may deny access to a Routing Service to any user of your
Access Methods.  Unless you have
received our express approval, any use of the Routing Services by Authorized
Users who are located outside of the jurisdiction of your country of domicile
(as listed in the CAA) is strictly prohibited.


 


1

















 


(b) You shall verify and confirm all orders routed through the Routing
Services and shall notify us of any error immediately.  Without limitation of any other provision of
the Agreement, and for the avoidance of doubt, you acknowledge that it is your
responsibility to ensure that any transmission sent through a Routing Service
complies with all laws, rules (including without limitation short sale rules
under U.S. securities laws and self-regulatory rules), regulations, policies,
procedures or interpretations thereof including but not limited to the rules
and regulations of the Routing Service, any Routing Destination or any U.S. or
non-U.S. regulatory or self-regulatory organization applicable to you, the
transmission or any resulting order or transaction.  Further, as required by applicable law, rule or interpretation,
you will be responsible for providing us with all terms and conditions relevant
to your orders, for designating any of your short sales as such and for
locating your borrow of shares prior to placing any short sale orders with
us.  In the event that you are not
familiar with the laws, rules, regulations, policies, procedures or
interpretations thereof applicable to orders routed through a Routing Service,
you shall obtain copies thereof.


 


(c) You will be (i) solely responsible for all acts or omissions of any
person using a Routing Service through your Access Methods and (ii) bound by
the terms of all orders routed through a Routing Service using your Access
Methods.  All transmissions generated by
use of your Access Methods will be deemed to have been authorized by you.


 


(d) You will notify us and any representative designated by a Routing
Service to receive notice if your Access Methods have been lost, stolen or
compromised.  Upon receipt of this
notice, your Access Methods will be promptly cancelled but you will be
responsible for any actions taken through the use of such Access Methods before
they are cancelled.  In our sole
discretion, we may terminate, revoke, suspend, modify, or change any or all of
your Access Methods at any time with or without prior notice.


 


(e) You will adopt appropriate internal control procedures relating to
the use of a Routing Service.  If you
are a broker-dealer, you shall furnish a copy of such internal control
procedures to us which will include at least those procedures set forth in
Exhibit A to this Schedule.


 


(f) You understand and acknowledge that you will be responsible for the
cost of the hardware (whether computer terminal, computer link or handheld
link), software, communications equipment and lines, including lines utilized
for Internet access, and all other equipment necessary to use a Routing
Service.  We shall not be responsible
for ensuring that the Routing Services are compatible with your hardware or
software or other third party hardware or software or for any loss or damage
caused by any failure by you to back up or store data.


 


(g) You agree to pay such fees for the provision and use of a Routing
Service as may be separately specified in a writing provided by us to you or as
otherwise agreed between you and us.


 


2

















 


III. 
TRANSMISSIONS


 


(a) Each order you route through a Routing Service will be subject to
any other agreement between you and us that applies to the relevant routed
order (“Client Agreements”).  If there
is a conflict between the terms of this Schedule and the terms of a Client
Agreement, the terms of this Schedule will control regarding a Routing
Service, but the Client Agreement will control in all other respects.


 


(b) You agree that we may accept, act in accordance with and rely upon
orders you route through a Routing Service using the Access Methods, whether or
not by an Authorized User, without further authority from you or inquiry into
the authority, validity, genuineness or accuracy of the order.  You are solely responsible for the accuracy
and completeness of all orders routed through a Routing Service.


 


(c) By offering a Routing Service, we
are not responsible for executing orders, pricing orders, ensuring that orders
have been received or reviewed, or completing orders in any manner or form,
except as provided for below.  Our
exclusive and sole responsibility, under this Schedule, is to route orders to
the destination.  In addition,
you are solely responsible for all decisions as to the Routing Destination
selected by you for the routing of orders. 
By agreeing to route your order to a Routing Destination, we do not
recommend or endorse any such Routing Destination, make no representation or
warranty with respect thereto and shall have no liability for any such
selection made by you.  We shall have no
liability or responsibility for the execution of any orders entered through a
Routing Service (except where we are the Routing Destination and to the extent
provided for in this Agreement) or for any failure of, or errors with respect
to, the execution of any such order. 
Additionally, we shall have no liability or responsibility under this
Schedule for any reporting requirements arising in connection with any
order entered through a Routing Service, regardless of whether such
requirements arise under applicable laws and regulations or your internal
procedures.  You acknowledge and
understand that by using a Routing Service, you have no assurance that any
order will be executed at any particular price or time, accepted by a Routing
Destination, or executed at all.  You
must enter into an appropriate agreement with a Routing Destination in order to
ensure processing of your order or the receipt of any related messages.  Entering into such an agreement with a
Routing Destination is your responsibility, and the absence of any such
agreement does not affect our responsibilities or liability under this
section (c).


 


(d) By offering a Routing Service, we are not acting as an executing,
clearing and/or “prime” broker with respect to any order transmitted through a
Routing Service.  You must have an
appropriate agreement in place with the party that serves as the executing,
clearing and/or “prime” broker for the order that you are routing through a
Routing Service.  Entering into such an
agreement with any broker that serves in any such capacity for an order that
you are routing through a Routing Service is your responsibility, and the
absence of any such agreement does not affect our responsibilities or liability
under this section (d).  At our
reasonable request, you must furnish to us a copy of any such broker agreement.


 


3

















 


(e) We shall not be responsible for any administrative or operational
duties or responsibilities imposed upon or assumed by you under applicable laws
or regulations, your internal procedures or otherwise, arising out of or
related to the use of a Routing Service, including any record keeping, data
file storage or maintenance requirements. 
To the extent that you are required to or undertake to perform any
administrative or operational activities or responsibilities, you will not rely
upon us in connection therein.


 


(f) Your use of a Routing Service is personal, non-transferable and
non-assignable.  You will use the
Routing Service and route orders only for your own benefit and account(s) and
will not use the Routing Service on behalf of other parties (other than, if you
are a broker-dealer, investment manager or investment advisor, your customers)
without our written permission, and you represent and warrant that you have
full authority to use the Services and execute Transactions in accordance with
the terms of this Agreement for the benefit and account of your customers.


 


(g) The terms of any Transaction entered into by you with or through a
Routing Destination, as well as the provisions of and performance under any
agreement applicable to such Transaction, shall be solely the responsibility of
you and such Routing Destination and we shall have no involvement therein or
responsibility or liability therefor. 
You will be bound by the terms of any order transmitted through a
Routing Service and by any resulting Transaction unless you modify or withdraw
the order in accordance with the terms of the Routing Service before its
transmission to the Routing Destination.


 


Without limitation of the above, you agree that any action by you to
modify or withdraw an order transmitted through the Routing Service by
communicating with us through other means may be ineffective.


 


(h) You understand and acknowledge that a Routing Service will route
orders directly to a Routing Destination without any intervention by us or any
other person (other than through the application of any electronic filters
imposed by us, which are intended solely for our protection).


 


(i) Neither we nor any Routing Destination or third party provider
shall be obligated to accept any order that you seek to transmit through a
Routing Service and may reject any such order in our sole discretion.


 


(j) We or any third party provider may engage in trading with or
through the Routing Destination accessible through the Routing Services for our
proprietary accounts, on behalf of accounts under our management, and on an
agency basis, which could affect your ability to achieve execution or its
pricing.


 


(k) As a result of high Internet traffic, transmission problems, system
capacity limitations and other factors, you may at times experience difficulty
in accessing or communicating with a Routing Service, which could result in,
among other things, (i) delays in the transmission or execution of an order;
(ii) trade executions at prices different from quoted prices at the time the
order was entered; or (iii) an inability to place an order.  In addition, the routing, and consequently
the execution, of orders may be adversely affected during volatile, fast or
unusual market conditions, which could cause delays or interruptions in routing
or access.


 


4

















 


Under such circumstances, we might also believe it necessary, and we
reserve the right, to modify, suspend or terminate any or all features,
functions or capabilities of any Routing Service.


 


(l) Any Routing Service we may provide is for your private and personal
use and we are not soliciting any action based upon it.  Our provision of a Routing Service is not to
be construed as a recommendation or an offer to buy or sell or the solicitation
of an offer to buy or sell any security, financial product or instrument or to
participate in any particular trading strategy.


 


(m) In providing you with Routing Services, we are acting solely in the
capacity of an arm’s-length contractual counterparty and not as your advisor or
fiduciary.


 


(n) You acknowledge that your use of a Routing Service may be monitored
by us for our own purposes (and not for your benefit) and the resultant
information may be utilized by us for internal purposes or in accordance with
any applicable law, rule, regulation or interpretation, including just and
equitable principles of trade, of any applicable regulatory or self-regulatory
body, or as required by the rules, regulations or interpretations of any
applicable regulatory or self-regulatory body, provided, however, these
purposes do not include using any information so obtained for any trading
purpose other than trading on your behalf.


 


IV. 
ARBITRATION


 


Subject to any dispute resolution provisions,
including without limitation any forum selection clauses, in the applicable
Client Agreements, which shall control in the event of any conflict with this
Agreement, any controversy between us or any of our managing directors,
officers, directors or employees and you, arising out or relating to Routing
Services effected under this Schedule, shall be settled by arbitration, in
accordance with the rules then obtaining, of any one of the American
Arbitration Association, The New York Stock Exchange, Inc., any other exchange
of which we or you are a member, the National Association of Securities Dealers
Regulation, Inc. or The Municipal Securities Rulemaking Board, as you may
elect.


 


If you do not make such election by
registered mail addressed to us at our main office within ten (10) days after receipt
of notification from us requesting such election, then you authorize us to make
such election on behalf of you.  Any
arbitration hereunder shall be before at least three arbitrators, and the award
of the arbitrators, or a majority of them, shall be final, and judgment upon
the award rendered may be entered in any court having jurisdiction.


 


(i) 
Arbitration is final and binding on the parties.


(ii) 
The parties are waiving their right to seek remedies in court, including
the right to a jury trial.


(iii) Pre-arbitration discovery is generally
more limited than and different from court proceedings.


(iv) The arbitrator’s award is not required
to include factual findings or legal reasoning, and any party’s right to appeal
or seek modification or rulings by the arbitrators is strictly limited.


 


5

















 


(v) 
The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities industry.


 


No person shall bring a putative or certified
class action or arbitration, nor seek to enforce any pre-dispute arbitration
agreement against any person who has initiated in court a putative class action
or who is a member of a putative class who has not opted out of the class with respect
to any claims encompassed by the putative class action until:


 


(i) the class certification is denied;


(ii) the class is decertified; or


(iii) 
the customer is excluded from the class by the court.


 


Such forbearance to enforce an agreement to
arbitrate shall not constitute a waiver of any rights under this Agreement
except to the extent stated herein.


 


6

















 


Exhibit A to Schedule R – Internal
Control Procedures


 


Wave Securities, LLC (“Broker-Dealer”)


Broker-Dealer’s Name


 


As a broker-dealer, Broker-Dealer is required
to implement internal procedures consistent with NYSE Information Memo 92-15 to
control electronic order flow, whether entered on Client’s behalf or, if
permitted, on behalf of customers.  The
following are Broker-Dealer’s procedures with respect to orders entered through
a Routing Service:


 


1.                                       All users will
be assigned a unique password and each user will be prohibited from disclosing
this password other than to Authorized Persons.


 


2.                                       All users will
comply with all laws, rules (including without limitation short sale rules
under U.S. securities laws and self-regulatory rules), regulations, policies,
procedures or interpretations thereof including but not limited to the rules
and regulations of any Routing Service, any Routing Destination or any U.S. or
non-U.S. regulatory or self-regulatory organization applicable to
Broker-Dealer, the transmission of any resulting order or transaction.


 


3.                                       All users must
know specific trading and size limits established for customer and proprietary
orders.


 


4.                                       All users must
validate order and trade accuracy.


 


5.                                       All users must
monitor terminal for message from any Routing Destination, Spear, Leeds &
Kellogg, L.P. or Affiliates.


 


6.                                       All users must
monitor orders throughout the day to confirm when orders are filled and
compliance with established credit and order size limits.


 


7.                                       All users must
relay any errors, trade discrepancies, potential unauthorized access, and
system or execution problems to the appropriate Spear, Leeds & Kellogg,
L.P., or Affiliate personnel and/or clearing firm when discovered.


 


8.                                       All users are
responsible for adhering to the requirements of New York Stock Exchange Rule
405 [“Know Your Customer”], to the extent applicable.


 


1

















 


 


Note. 
In lieu of Exhibit A, Client may provide a copy of such other written
procedures as it has implemented.


 


These procedures are implemented to control electronic order flow in
accordance with NYSE Information Memo 92-15. 
Acknowledgment of this document indicates that you understand and agree
to incorporate the above procedures.


 


	
  By:

  	
  /s/ Michael Cormack

  	
   

  
	
  Name:

  	
  Mike Cormack

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  6/25/02

  	
   

  
					



 


2

















 


[Spear, Leeds & Kellogg logo]


 


Signature Page for the Client Access
Agreement


and all Schedules to the Client Access
Agreement (together the “Agreement”)


 


The undersigned, by executing this Signature Page on the date set forth
below, agrees to be legally bound by the Agreement, together with the attached
Schedules A (Electronic Trading Services), I (Software, Equipment,
Telecommunications and Media) and R (Order Routing) and further agrees that the
Agreement and each such Schedule shall be enforceable against and binding
on the undersigned to the same extent as if the Agreement, including each such
Schedule, were separately signed.


 


	
  Spear, Leeds & Kellogg, L.P.,
  or “we” if so used in the Agreement, or if separately identified below, the
  Affiliate executing this Agreement, in either case on behalf of itself, or
  its Affiliates, including but not limited to any Designated Affiliates, as
  applicable  

  	
   

  	
  Wave Securities, LLC,
  acting solely as the routing facility of the exchange, but not in an
  introducing broker capacity  

  
	
   

  	
   

  
	
  By:

  	
  /s/ Neil V. DeSena

  	
   

  	
  By:

  	
  /s/  Michael
  Cormack  6/25/02

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Neil V. DeSena

  	
   

  	
  Name:

  	
  Mike Cormack

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Managing Director

  	
   

  	
  Title:

  	
   

  	
   

  
											



 


 


Effective Date: 7/1/02


 


1