Exhibit
      10.1

    


    FULLY
      DISCLOSED CLEARING AGREEMENT 

    


    AS
      AMENDED

    


    BETWEEN

    


    RIDGE
      CLEARING & OUTSOURCING SOLUTIONS, INC.

    


    -and-

    


    HUDSON
      SECURITIES INC.

    


    This
      agreement (the “Agreement”), dated as of December 1, 2007, between Ridge
      Clearing & Outsourcing Solutions, Inc. (“Ridge”) and Hudson Securities Inc.
      (“Correspondent”), sets forth the terms and conditions under which
      Ridge
      will
provide
      execution and clearing services, on a fully disclosed basis, to Correspondent
      and its customers. Ridge will provide such services only to the extent required
      by this Agreement, and shall not be responsible for any duties or obligations
      not specifically allocated to Ridge by this Agreement. Nothing in this Agreement
      shall be deemed to delegate to Ridge any regulatory obligation of Correspondent.
      The parties agree that the target date for the conversion of Correspondent
      onto
      the Services is April 1, 2008.

    


    
      	I.	
              APPLICABLE
                LAWS AND RULES AND APPROVAL BY
                NYSE

            


    

     

    
      	 	
              Throughout
                the term of this Agreement, each of the parties hereunder shall be
                subject
                to the provisions of federal, state and local laws, rules and regulations
                and the constitution, by-laws, rules, regulations and stated policies
                of
                the New York Stock Exchange, Inc. (“NYSE”), and any other securities
                exchange or association or regulatory or self-regulatory organization
                (“SRO”) vested with authority over the parties and/or the transactions
                contemplated hereby, applicable to the parties, as currently in effect
                or
                as they may be hereinafter amended, revised or supplemented (collectively,
                the “Applicable Laws and Rules”). To the extent that specific Applicable
                Laws and Rules are cited in this Agreement, such individual Applicable
                Laws and Rules shall also apply as currently in effect or as they
                may be
                hereinafter amended, revised or supplemented. Correspondent agrees
                to
                comply with the NYSE rules cited herein, as well as comparable SRO
                provisions (including, without limitation, comparable NASD rules).
                In the
                event that Correspondent is not an NYSE member firm, Correspondent
                agrees
                to comply with the NYSE rules specifically cited herein as if it
                were an
                NYSE member firm. This Agreement will be submitted by Ridge for approval
                by the NYSE, and will become effective upon such approval. In the
                event
                that this Agreement is not approved, the parties shall negotiate
                in good
                faith to obtain the requisite
                approval.

            


    

    


    
      	II.	
              SERVICES

            


    

    


    
      	 	
              A.

            	
              Services
                to be Performed by
                Ridge

            


    

    


    
      	 	 	
              Subject
                to compliance by Correspondent with its obligations under this Agreement,
                Ridge will perform the following
                services:

            


    

    


    
      	 	 	
              1.

            	
              Upon
                Correspondent’s request, Ridge will execute orders for the proprietary
                account(s) of Correspondent (the “Proprietary Accounts”), and the customer
                accounts of Correspondent (the “Customer Accounts”), provided such
                accounts have been accepted by Ridge (collectively, the “Accounts”), but
                only insofar as such orders are transmitted by Correspondent to Ridge
                or
                are transmitted by a customer of Correspondent (“Customer”) to Ridge in
                accordance with Section V.A. of this
                Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              2.

            	
              Ridge
                will prepare and distribute confirmations with respect to transactions
                in
                each of the Customer Accounts in accordance with Section VII.A. of
                this
                Agreement, and Ridge will provide duplicates of such confirmations
                to
                Correspondent.

            


    

    


    
      	 	 	
              3.

            	
              Ridge
                will prepare and distribute summary monthly statements to Customer
                Accounts (or quarterly statements to Customer Accounts if no activity
                in
                the Customer Account occurs during any quarter covered by such statement)
                in accordance with Section VII.A. of this Agreement, and Ridge will
                provide duplicates of such statements to
                Correspondent.

            


    

    


    
      	 	 	
              4.

            	
              Ridge
                will settle contracts and transactions in securities (including options
                to
                buy or sell securities) (a) between Correspondent and other brokers
                and dealers, (b) between Correspondent and the Accounts, and (c)
                between Correspondent and persons other than the Accounts or other
                brokers
                and dealers.

            


    

    


    
      	 	 	
              5.

            	
              Ridge
                will engage in cashiering functions for the Accounts, including the
                receipt, delivery and transfer of securities purchased, sold, borrowed
                and
                loaned; receiving and distributing payment therefore; holding in
                custody
                and safekeeping all securities and payments so received; the handling
                of
                margin accounts, including paying and charging of interest; the receipt
                and distribution of dividends and other distributions; and, at the
                instruction of the Account, the processing of exchange offers, rights
                offerings, warrants, tender offers and redemptions. To the extent
                that any
                cashiering functions with respect to the receipt of securities and
                the
                making and receiving of payments therefor may be relinquished to
                Correspondent, Correspondent shall have full responsibility for such
                functions.

            


    

    


    
      	 	 	
              6.

            	
              Ridge
                will construct and maintain books and records of all transactions
                executed
                or cleared through it and not specifically assigned to Correspondent
                pursuant to the terms of this Agreement (e.g., account opening
                documentation), including a daily record of required margin and other
                information required by the Applicable Laws and Rules.
                

            


    

    


    
      	 	 	
              Any
                additional services to be performed shall be subject to the mutual
                agreement of the parties. Such additional services, if applicable,
                shall
                be set forth with related fees on Schedule A hereto. Schedule A is
                hereby
                incorporated in and made an integral part of this
                Agreement.

            


    

    


    
      	 	
              B.

            	
              Services
                That Shall Not be Performed by
                Ridge

            


    

    


    
      	 	 	
              Unless
                otherwise agreed to in a writing executed by the parties hereto,
                Ridge
                shall not engage in any of the following services on behalf of
                Correspondent, the responsibility for which shall be solely and
                exclusively that of Correspondent:

            


    

    


    
      	 	 	
              1.

            	
              Accounting,
                bookkeeping or recordkeeping, cashiering, or any other services with
                respect to commodity transactions, and/or any transaction other than
                securities transactions.

            


    

    


    
      	 	 	
              2.

            	
              Preparation
                of Correspondent’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 Correspondent’s expenses, other than
                expenses incurred by Ridge on behalf of Correspondent pursuant to
                this
                Agreement.

            


    

    


    
      	 	 	
              4.

            	
              Payment
                of commissions, salaries or other remuneration, or reimbursement
                of
                expenses, to Correspondent’s salespersons or any other employees of
                Correspondent.

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              5.

            	
              Preparation
                and filing of reports with the Securities and Exchange Commission
                (the ”SEC”), any state securities commission, any national securities
                exchange registered under the Securities Exchange Act of 1934 (the
“1934
                Act”), or other securities exchange or securities association or any
                other
                regulatory or self-regulatory body or agency with which Correspondent
                is
                associated and/or by which it is regulated. Ridge will, at the request
                of
                Correspondent, furnish Correspondent with any necessary information
                and
                data contained in books and records kept by Ridge and not otherwise
                reasonably available to Correspondent if such information is required
                in
                connection with the preparation and filing of such reports by
                Correspondent.

            


    

    


    
      	 	 	
              6.

            	
              Making,
                maintaining and filing reports and records required to be kept by
                Correspondent by the Currency and Foreign Transactions Reporting
                Act of
                1970 (the “Currency Act”), and the regulations promulgated thereunder
                (provided,
                however,
                that the foregoing shall not affect Ridge’s obligations to make, maintain
                and file reports and records required to be kept by Ridge by the
                Currency
                Act).

            


    

    


    
      	 	 	
              7.

            	
              Making,
                maintaining and filing reports and records required of Correspondent
                by
                the Bank Secrecy Act (the “Bank Secrecy Act”), the U.S.A. Patriot Act (the
                “Patriot Act”), and the regulations promulgated thereunder, and other
                Applicable Laws and Rules relating to anti-money laundering (“AML”)
                activities, including, without limitation, (i) currency transaction
                reports (“CTRs”), (ii) currency or monetary instrument reports (“CMIRs”),
                (iii) suspicious activity reports (“SARs”), and (iv) foreign bank and
                financial account reports (“FBFARs”) (provided,
                however,
                that the foregoing shall not affect Ridge’s obligations to make, maintain
                and file reports and records required of Ridge by the Applicable
                Laws and
                Rules). Notwithstanding the foregoing, Ridge reserves the right,
                exercisable in its sole and exclusive discretion, to prepare and
                file such
                reports on behalf of Correspondent. In the event that Ridge undertakes
                to
                prepare or file such reports, Correspondent acknowledges that Ridge
                does
                not assume any reporting responsibilities of Correspondent nor is
                Correspondent relieved of any of its reporting obligations.
                

            


    

    


    
      	 	 	
              8.

            	
              Verification
                of the name or address of any
                Account.

            


    

    


    
      	 	 	
              9.

            	
              Verification
                of the authority of, or changes in the identity or address, of any
                person
                holding any power of attorney over any Account.


            


    

    


    
      	 	 	
              10.

            	
              Verification
                of the validity of, or proper authorization for, any orders or
                instructions received by Ridge from Correspondent or from any Customer
                in
                connection with an Account.

            


    

    


    
      	 	 	
              11.

            	
              Obtaining
                and verifying new account information, and ensuring that such information
                meets the requirements of the Applicable Laws and Rules, including,
                without limitation, any requirements of the Bank Secrecy Act, the
                Patriot
                Act, and the regulations promulgated
                thereunder.

            


    

    


    
      	 	 	
              12.

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

            


    

    


    
      	 	
              13.

            	
              Compliance
                with the reporting, disclosure and record keeping requirements of
                the
                Employee Retirement Income Security Act of 1974 (“ERISA”), and the
                regulations promulgated thereunder.


            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              14.

            	
              Compliance
                by Correspondent with the statutes, rules and regulations administered
                by
                the Office of Foreign Assets Control (“OFAC”), which prohibit, among other
                things, engaging in financial transactions with certain sanctioned
                or
                embargoed countries and foreign nationals (provided,
                however,
                that the foregoing shall not affect Ridge’s obligations to comply with the
                statutes, rules and regulations administered by OFAC).
                

            


    

    


    
      	 	
              C.

            	
              Exclusive
                Clearing Arrangement

            


    

    


    
      	 	 	
              Correspondent
                agrees that, for the term of this Agreement, all transactions in
                all
                securities, including, without limitation, listed and
                over-the-counter equities, fixed income securities, options, and
                mutual
                fund shares, shall be cleared exclusively through Ridge, unless and
                except
                to the extent that: (1) Ridge agrees in writing otherwise; or
                (2) Ridge has rejected a proposed Account or has declined to execute
                or clear a particular transaction in an Account; and (3) Correspondent
                currently clears its DVP/RVP institutional business through Goldman
                Sachs
                Execution & Clearing L.P.. In the event that any transaction is
                cleared through any other firm, nothing herein shall be construed
                as a
                waiver by Ridge of the foregoing requirement nor an agreement by
                Ridge to
                assume any obligations or liabilities arising from any such transaction.
                

            


    

    


    
      	III.	
              OPENING
                AND SUPERVISION OF
                ACCOUNTS

            


    

    


    
      	 	
              A.

            	
              Account
                Documentation

            


    

    


    
      	 	 	
              Correspondent
                shall be solely and exclusively responsible for obtaining, verifying
                and
                maintaining all required information and the identity and address
                of each
                potential Customer, including, without limitation, any customer
                identification information required by the Applicable Laws and Rules,
                including, without limitation, the Bank Secrecy Act or the Patriot
                Act,
                and any regulation(s) promulgated thereunder. Correspondent shall
                be
                responsible for the maintenance and retention of all account applications,
                and Correspondent hereby acknowledges its obligation to retain account
                applications in an easily-accessible place in accordance with the
                Applicable Laws and Rules and agrees to provide the original application
                to Ridge by overnight delivery within 48 hours of a request from
                Ridge.
                All account documentation shall be on the forms provided by Ridge
                for that
                purpose, or, alternatively, prepared by Correspondent at its expense
                and
                pre-approved in writing by Ridge, in either case in a format
                compatible with Ridge’s computerized accounting and records maintenance
                systems. In accordance with Ridge’s procedures, Correspondent shall notify
                Ridge promptly of any changes or corrections in any information,
                instructions or documents previously forwarded to Ridge. Correspondent
                shall be solely and exclusively responsible for obtaining, updating,
                and
                maintaining current and correct customer addresses and other customer
                information, and Ridge may for all purposes rely, without verification,
                on
                the accuracy of such addresses and all other information and documents
                furnished by Correspondent to Ridge regarding any Customer Account.
                Correspondent shall be solely and exclusively responsible for complying
                with the requirements of Rule 15g-9 under the 1934 Act, if applicable.
                Correspondent shall also promptly furnish Ridge with such additional
                information or documentation as Ridge may request from time to
                time.

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	
            	B.	
              Knowledge
                of Customer and

            


    

    
      	 	 	
              Customer’s
                Investment Objectives

            


    

    


    
      	 	 	
              Correspondent
                shall be solely and exclusively responsible through a general partner,
                a
                principal executive officer or a person designated for supervisory
                responsibilities to use due diligence to learn the essential facts
                relative to every Customer and Account, every order for any Account,
                and
                every person holding power of attorney over any Account, and to supervise
                diligently all Accounts and their handling by Correspondent’s registered
                representatives so as to be in full compliance with all Applicable
                Laws
                and Rules. The preparation or possession by Ridge for Correspondent
                of
                surveillance records, exception reports or other similar data shall
                not
                obligate Ridge to establish policies, practices or procedures relating
                to
                such materials. Correspondent shall be solely and exclusively responsible
                for ensuring that the Customers are not minors and do not otherwise
                lack
                the capacity to enter into a contract and are not prohibited from
                opening
                a securities account under the Applicable Laws and Rules. Correspondent
                shall implement and enforce policies and procedures reasonably designed
                to
                ensure that (i) the Customer is the individual or entity it represents
                itself to be, (ii) the funds and securities in any Account do not
                come
                from a prohibited source under the Applicable Laws and Rules, and
                (iii)
                the Customer or its Customer Account(s) are not established or maintained
                for a prohibited purpose under the Applicable Laws and
                Rules.

            


    

    


    
      	 	
              C.

            	
              Acceptance
                of Accounts

            


    

    


    
      	 	 	
              Each
                Customer Account and Proprietary Account accepted and approved by
                Correspondent shall be subject to acceptance by Ridge (which shall
                not be
                construed to require any due diligence on the part of Ridge).
                Correspondent shall not approve any Customer Account unless all
                information required in Section III.A. of this Agreement has been
                received
                and due diligence as set forth in Section III.B. of this Agreement
                has
                been performed by Correspondent. Ridge
                reserves the right, exercisable in its sole and exclusive discretion,
                without prior notice to Correspondent or to the Customer, to reject
                any
                account that Correspondent may offer as an Account, or to terminate
                any
                account previously accepted by it as an Account.
                Without limiting the generality of any of the foregoing, Ridge will
                be
                under no obligation to accept any Customer Account as to which any
                documentation or information required to be submitted to Ridge or
                maintained by Correspondent pursuant to Sections III.A. and III.B.
                of this
                Agreement is incomplete. No action taken by Ridge or any of its employees,
                including, without limitation, clearing a trade in any Account, shall
                be
                deemed to be or shall constitute acceptance of such Customer Account.
                Without limiting the generality of any of the foregoing, in the event
                that
                any information or documentation requested by Ridge regarding a Customer
                Account is not promptly provided to Ridge, Ridge may reject or terminate
                such account as a Customer Account or refuse to execute or clear
                any
                further transactions therein. Ridge shall endeavor to give prior
                notice to
                Correspondent or to the Customer of any such rejection or termination
                to
                the extent practical under the circumstances and in the event that
                Ridge
                does not give such prior notice, it shall promptly give Correspondent
                notice after taking such action. If Ridge nevertheless accepts or
                continues to execute or clear transactions in such Customer Account,
                it
                shall not be deemed a waiver of Ridge’s right to receive such information
                or documentation or to later terminate or refuse to execute or clear
                transactions in such Customer
                Account.

            


    

    


    
      	 	
              D.

            	
              Supervision
                of Orders and Accounts

            


    

    


    
      	 	 	
              Correspondent
                shall be solely and exclusively responsible for the conduct and
                supervision of the Accounts and all transactions therein and their
                compliance with the Applicable Laws and Rules. Correspondent’s
                responsibilities shall include, without limitation, the
                following:

            


    

    


    
      	 	 	
              1.
                

            	
              selecting,
                training, and supervising all personnel of Correspondent who open,
                approve, authorize or accept orders or transactions in the
                Accounts;

            


    

    


    
      	 	 	
              2.

            	
              establishing
                written procedures for the conduct of the Accounts and ongoing review
                of
                all transactions in Accounts, and maintaining qualified compliance
                and
                supervisory personnel to implement such
                procedures;

            


    

    


    
      	 	 	
              3.

            	
              knowing
                the investment objectives of each Customer and determining the suitability
                of all transactions in the
                Accounts;

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              4.

            	
              ensuring
                that there is a reasonable basis for any recommendations made by
                Correspondent to Customers;

            


    

    


    
      	 	 	
              5.

            	
              determining
                the appropriateness of the frequency of trading in an
                Account;

            


    

    


    
      	 	 	
              6.

            	
              determining
                that each transaction in an Account has been duly authorized;
                

            


    

    


    
      	 	 	
              7.

            	
              timely
                forwarding instructions from the Customer to Ridge, and authenticating
                any
                such instructions;

            


    

    


    
      	 	 	
              8.

            	
              obtaining
                and maintaining all documents necessary for the performance of
                Correspondent’s responsibilities under this Agreement and retaining such
                documents in accordance with the Applicable Laws and
                Rules;

            


    

    


    
      	 	 	
              9.

            	
              complying,
                to the extent applicable, with the “three quote rule” as set forth by the
                NASD when functioning as an executing
                broker;

            


    

    


    
      	 	 	
              10.

            	
              complying
                with all “Blue Sky” requirements applicable to Correspondent with respect
                to any order or transaction in an Account;
                and

            


    

    


    
      	
            	11.	
              informing
                Ridge of the location of the securities which are the subject of
                any order
                transmitted to Ridge for execution so that Ridge may comply with
                the
                Applicable Laws and Rules.

            


    

    


    
      	 	
              E.

            	
              The
                AML Program

            


    

    


    
      	
            	1.	
              Correspondent
                shall develop, implement and enforce written AML policies and procedures
                (the “AML Program”), reasonably designed to ensure compliance with the
                requirements of the Applicable Laws and Rules relating to AML, including,
                without limitation, the Bank Secrecy Act, the Patriot Act, the regulations
                promulgated thereunder, and the statutes, rules and regulations
                administered by OFAC. The AML Program shall cover, among other things,
                (i)
                the identification and verification of prospective Accounts (Patriot
                Act,
                § 326), (ii) the identification of the source(s) of funds and securities
                in prospective Accounts, (iii) the identification, monitoring and
                reporting of suspicious activities, (iv) responses to requests for
                documents and information from law enforcement authorities, (v)
                prohibitions on the opening, maintaining, administering or managing
                of
                accounts on behalf of prohibited entities (such as, for example,
                foreign
                “shell banks”), and (vi) special due diligence procedures for Accounts
                involving non-U.S. persons (such as, for example, Accounts held directly
                or indirectly by foreign banks). The AML Program shall be developed,
                implemented and enforced by a qualified compliance officer designated
                by
                Correspondent for such purposes. The AML Program shall be reviewed
                and
                approved in writing by a member of senior management of Correspondent.
                Notwithstanding
                the foregoing, Ridge reserves the absolute right, without prior notice
                to
                Correspondent or to the Customer, to freeze or block assets in any
                Account, or terminate any Account which, in the sole discretion of
                Ridge,
                may violate or may cause a violation of the Bank Secrecy Act, the
                Patriot
                Act, or any other AML provision, or statute, rule or regulation
                administered by OFAC.

            


    

    


    Correspondent
      shall certify annually to Ridge that it is in compliance with this Section
      III.E. and that has implemented and enforced the AML Program.

    


    
      	
            	2.	
              Ridge
                acknowledges the following AML obligations under Applicable Laws
                and
                Rules: 

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    a. Anti-Money
      Laundering Programs

    Ridge
      acknowledges its obligation, to the extent applicable, to establish an AML
      program that includes, among other things: (i) the development of internal
      AML
      policies; procedures and controls; (ii) the designation of an AML compliance
      officer; (iii) an ongoing AML employee training program; and (iv) an independent
      audit function to test the AML program. (Patriot Act, § 352 and SRO rules).


    


    b. Reporting
      of Suspicious Activities By Securities Brokers and Dealers; Investment Company
      Study

    Ridge
      acknowledges its obligation, to the extent applicable, to monitor and report
      suspicious activities, and to prepare and submit SARs in accordance with 31
      U.S.C. 5318(g). (Patriot Act, § 356).

    


    c. Special
      Due Diligence for Correspondent Accounts and Private Banking
      Accounts

    


    i. Ridge
      acknowledges its obligation, to the extent applicable, to conduct enhanced
      due
      diligence in connection with “correspondent accounts” held by foreign banks
      operating under: (i) an offshore banking license; or (ii) a banking license
      issued by a foreign country that has been designated as non-cooperative with
      international AML principles or procedures by an intergovernmental group or
      organization of which the United States is a member, with which designation
      the
      United States representative to the group or organization concurs, or by the
      Secretary of the Treasury as warranting special measures due to AML concerns.
      This “enhanced due diligence” includes, among other things, reasonable steps:
      (i) to ascertain the identity of each of the owners of the foreign bank, and
      the
      nature and extent of the ownership interest of each such owner; (ii) to conduct
      enhanced scrutiny of such accounts to guard against money laundering and report
      suspicious transactions; and (iii) to ascertain whether such foreign bank
      provides correspondent accounts to other foreign banks and, if so, the identity
      of those foreign banks and related due diligence information. (Patriot Act,
§
312(a)(2)(A) and (B)). 

    


    ii. Ridge
      acknowledges its obligation, to the extent applicable, to conduct enhanced
      due
      diligence in connection with “private banking accounts” held by non-United
      States persons. This “enhanced due diligence” includes, among other things,
      reasonable steps: (i) to ascertain the identity of the nominal and beneficial
      owner(s) of, and the source of funds deposited into, any “private banking
      account” as needed to guard against money laundering and report suspicious
      transactions; and (ii) to conduct enhanced scrutiny of any “private banking
      account” that is requested or maintained by or on behalf of a senior political
      figure, or any immediate family member or close associate of a senior political
      figure, that is reasonably designed to detect and report transactions that
      may
      involve the proceeds of foreign corruption. (Patriot Act, §
      312(a)(3)(A) and (B)). 

    


    d. Forfeiture
      of Funds in United States Interbank Accounts

    Ridge
      acknowledges its obligation, to the extent applicable, to obtain and review
      certifications and re-certifications from each Account held by a foreign bank
      that identify: (i) the owner(s) of such foreign bank; and (ii) the name and
      address of a person who resides in the United States and is authorized to accept
      service of legal process for records regarding the Account. (Patriot Act,
§
319
      (k)(3)(B)(i)). 

    


    e. Prohibition
      on United States Correspondent Accounts With Foreign Shell Banks 

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    i. Ridge
      acknowledges its obligation, to the extent applicable, not to establish,
      maintain, administer, or manage any “correspondent account” in the United States
      for or on behalf of a foreign bank that does not have a physical presence in
      any
      country (“foreign shell bank”). (Patriot Act, § 313(j)(1)). 

    


    ii. Ridge
      acknowledges its obligation, to the extent applicable, to take reasonable steps
      to ensure that any “correspondent account” established, maintained, administered
      or managed by Ridge in the United States for or on behalf of a foreign bank
      is
      not being used by that foreign bank to provide banking services indirectly
      to a
“foreign shell bank”. (Patriot Act, § 313(j)(2)). 

    


    f. Special
      Measures for Jurisdictions, Financial Institutions, or International
      Transactions of Primary Money Laundering Concern

    Ridge
      acknowledges its obligation, to the extent applicable, to comply with special
      measures imposed by the Secretary of the Treasury for jurisdictions, financial
      institutions, and international transactions of primary money laundering
      concern. (Patriot Act, § 311).

    


    g. Cooperative
      Efforts to Deter Money Laundering

    


    i. Ridge
      acknowledges its obligation, to the extent applicable, to respond to requests
      made by the Financial Crimes Enforcement Network (“FINCEN”) on behalf of a
      federal law enforcement agency investigating possible terrorist or money
      laundering activities. (Patriot Act, § 314(a)).

    


    ii. Ridge
      acknowledges its obligation, to the extent applicable, to submit notices to
      FINCEN concerning the voluntary sharing of information with other financial
      institutions relating to individuals, entities, organizations and countries
      suspected of possible terrorist or money laundering activities, and to comply
      with requirements concerning the confidentiality of such shared information.
      (Patriot Act, § 314(b)).

    


    h. Compliance
      Obligations

    


    i. Ridge
      acknowledges its obligation, to the extent applicable, to make tools available
      to Correspondent (such as, for example, exception reports and automated systems)
      to assist Correspondent in complying with its obligation to monitor and detect
      possible terrorist, money laundering and related activities.

    


    ii. Ridge
      acknowledges its obligation, to the extent applicable, to comply with
      record-keeping requirements in connection with each of the above
      obligations.

     

    
      	 	
              F.

            	
              Accounts
                of Employees of Member Organizations, Self-Regulatory Organizations
                and
                Financial Institutions

            


    

    


    
      	
               

            	 	
              In
                each case in which a Customer is an employee of a member organization,
                a
                self-regulatory organization or financial institution, the approval
                of
                which is necessary to the opening and maintenance of a Customer Account,
                Correspondent shall be solely and exclusively responsible for obtaining
                the approval of such employer, and otherwise complying with NYSE
                Rule 407.
                

            


    

    


    
      	 	
              G.

            	
              Soft-Dollar
                Arrangements

            


    

    


    
      	 	 	
              Correspondent
                shall be solely and exclusively responsible for compliance with the
                Applicable Laws and Rules applicable to each agreement, arrangement
                or
                understanding, if any, that it may have with any agent exercising
                any
                authority (including, without limitation, investment discretion)
                over any
                Account to use commissions to obtain research or other services
                (collectively, a “Soft-Dollar
                Arrangement”).

            


    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              H.

            	
              Directed-Brokerage
                Arrangements

            


    

    


    
      	 	 	
              Correspondent
                shall be solely and exclusively responsible for compliance with the
                Applicable Laws and Rules applicable to each agreement, arrangement
                or
                understanding, if any, that it may have with any Account to rebate
                any
                funds, including, without limitation, any portion of any commission,
                mark-up, mark-down, fee or other charge, or to pay the cost of any
                service
                or product for an account, or the expenses of an account (collectively,
                a
                “Directed Brokerage Arrangement”). Correspondent shall use its best
                efforts to obtain from the Account an authorization for Ridge to
                rely on
                the representations and warranties of the Account in any
                Directed-Brokerage Arrangement and to be the direct beneficiary of
                the
                covenants, including, without limitation, any indemnification provision,
                in each case in a form acceptable to
                Ridge.

            


    

    


    
      	 	
              I.

            	
              Payment
                for Order Flow
                Arrangements

            


    

    


    Correspondent
      shall be solely and exclusively responsible for compliance with the Applicable
      Laws and Rules applicable to each agreement, arrangement or understanding,
      if
      any, that it may have with any other broker-dealer to pay for order flow, or
      to
      receive payment for order flow (collectively, a “Payment for Order Flow
      Arrangement”), including, without limitation, any disclosure requirements.


    


    
      	 	
              J.

            	
              Prime
                Brokerage

            


    

    


    
      	 	 	
              No
                Account in connection with which Correspondent is to act as an executing
                broker in a prime brokerage arrangement shall be opened without the
                prior
                written authorization of Ridge, which shall not be unreasonably withheld,
                and the execution of appropriate documentation by the parties to
                such
                arrangement, including, without limitation, an agreement in substantially
                the same form as the Addendum annexed
                hereto.

            


    

    


    
      	 	
              K.

            	
              Customers

            


    

    


    
      	 	 	
              Each
                Customer shall remain the customer of Correspondent. Correspondent
                acknowledges that Ridge shall not act in the capacity of a fiduciary
                with
                respect to Correspondent or any of its customers. Nothing herein
                shall
                cause any Customer to be construed as or deemed to be a customer
                of Ridge
                for any purpose whatsoever, except that, for the purposes of the
                Securities Investor Protection Act and the “financial responsibility”
                rules of the SEC, Customers shall be deemed to be customers of Ridge
                as
                Correspondent’s clearing firm, but only to the extent required by the
                Applicable Laws and Rules.

            


    

    


    
      	 	
              L.

            	
              Screening
                of Accounts

            


    

    


    
      	 	 	
              Ridge
                may, in its sole and exclusive discretion, utilize at Correspondent’s
                expense (at the charges set forth in Schedule B hereto or as otherwise
                mutually agreed by the parties) a third-party service provider to
                screen
                Customers and transactions in the Accounts, and the use thereof shall
                not
                relieve Correspondent of any of its obligations under this Agreement.
                Correspondent acknowledges that such screening or the preparation
                or
                possession of surveillance records or any other data (including,
                without
                limitation, exception reports) by Ridge on behalf of or for the use
                of
                Correspondent shall not obligate Ridge to review such material or
                make
                Ridge responsible to know their contents.


            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              M.

            	
              Discretionary
                Accounts

            


    

    


    
      	 	 	
              Correspondent
                shall be solely and exclusively responsible for the handling and
                supervisory review of any Customer Accounts over which Correspondent’s
                partners, officers or employees have discretionary authority, as
                required
                by NYSE Rule 408, and any other provisions of the Applicable Laws
                and
                Rules. Correspondent shall furnish Ridge with such documentation
                with
                respect thereto as may be requested by Ridge. Correspondent hereby
                warrants that with regard to any orders or instructions given by
                Correspondent with respect to such discretionary Customer Accounts,
                its
                partners, officers or employees shall have been fully and properly
                authorized relative thereto and that the execution of such orders
                shall
                not be in violation of the Applicable Laws and
                Rules.

            


    

    


    
      	 	
              N.

            	
              Option
                Accounts

            


    

    


    
      	 	 	
              Before
                a Customer Account may engage in option trading, Correspondent shall
                deliver to Customer a current disclosure statement of the Options
                Clearing
                Corporation, the Special Statement for Uncovered Option Writing,
                and any
                effective amendments or supplements thereto. Correspondent shall
                obtain
                the required signatures on all option agreements, shall obtain proper
                approval for the opening of all option accounts, and shall otherwise
                comply with the Applicable Laws and Rules applicable to options accounts
                and options trading. Correspondent shall deliver to Ridge a copy
                of a
                signed option agreement for each Customer approved by Correspondent
                for
                options trading, such agreement to be in a form acceptable to
                Ridge.

            


    

    


    
      	 	
              O.

            	
              Accounts
                for Which Agent Holds Power of
                Attorney

            


    

    


    
      	 	 	
              Upon
                the opening of any Customer Account for which an agent holds a power
                of
                attorney on behalf of a principal, Correspondent shall provide Ridge
                with the name of each principal for whom such agent is acting and
                with
                written evidence of the agent’s authority to act on the principal’s
                behalf. Correspondent hereby warrants that any orders or instructions
                of
                such agent which are transmitted to Ridge pursuant to this Agreement
                shall
                have been fully and properly authorized and that the execution of
                such
                instructions or orders shall not violate the Applicable Laws and
                Rules.

            


    

    


    
      	 	
              P.

            	
              Prospectus
                Delivery

            


    

    


    Correspondent
      shall be solely and exclusively responsible for delivering, or causing to be
      delivered, prospectuses in connection with public offerings of securities (both
      initial public and secondary offerings) and sales of mutual funds; provided,
      however,
      that,
      at the request of Correspondent, Ridge will assist Correspondent in mailing
      prospectuses that are delivered to Ridge in a timely fashion.

    


    
      	
            	Q.	
              Proprietary
                Accounts of
                Correspondent

            


    

    


    In
      accordance with the SEC Net Capital Rule (Rule 15c3-1) and for the purposes
      of
      the Securities Investor Protection Act and the SEC’s financial responsibility
      rules, Correspondent will be treated as a client of Ridge.

    Account
      statements of activity for Correspondent’s Accounts are issued and forwarded to
      Correspondent directly by Ridge.

    This
      Section of the Agreement is in conformity 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 Correspondent to use PAIB assets in its net capital computations.
      Correspondent shall identify to Ridge in writing all accounts that are, or
      from
      time to time may be, proprietary accounts of Correspondent. Ridge shall perform
      a computation for PAIB assets (“PAIB Reserve Computation”) of Correspondent in
      accordance with the customer reserve computation set forth in Rule 15c3-3
      (“customer reserve formula”) with the following modifications:

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (a) 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;

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

    (c) Neither
      Note E(1) 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.

    The
      PAIB
      reserve computation shall include all proprietary accounts of Correspondent.
      All
      PAIB assets shall be kept separate and distinct from customer assets under
      the
      customer reserve formula in Rule 15c3-3.

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

    Ridge
      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 (f) 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.

    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.

    Within
      two business days of entering into this PAIB Agreement, Correspondent shall
      notify its designated examining authority in writing (with copy to Ridge) that
      it has entered into this PAIB Agreement.

    Commissions
      receivable and other receivables of Correspondent from Ridge (excluding clearing
      deposits) that are otherwise allowable assets under the net capital rule may
      not
      be included in the PAIB reserve computation, provided the amounts have been
      clearly identified as receivables on the books and records of Correspondent
      and
      as payables on the books of Ridge.

    If
      Correspondent is a guaranteed subsidiary of Ridge or if Correspondent guarantees
      Ridge (i.e., guarantees all liabilities and obligations) then the proprietary
      account of Correspondent shall be excluded from the PAIB Reserve
      Computation.

    Upon
      discovery that any deposit made to the PAIB Reserve Account did not satisfy
      its
      deposit requirement, Ridge 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, Ridge shall provide written notification
      within 5 business days of the date of discovery to Correspondent that PAIB
      assets held by Ridge shall not be deemed allowable assets for net capital
      purposes. The notification shall also state that if Correspondent 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, if the deposit
      deficiency is remedied before the time at which Correspondent must transfer
      its
      PAIB assets to another clearing broker, the Correspondent may choose to keep
      its
      assets at Ridge.

    The
      parties shall adhere to the terms of the No-Action Letter (a copy of which
      is
      attached hereto as Exhibit B and which is hereby incorporated by reference),
      including the Interpretations set forth therein, in all respects.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    


    
      	IV.	
              EXTENSION
                OF CREDIT

            


    

    


    
      	
            	A.	
              Margin
                Agreement

            


    

    


    Prior
      to
      the execution or clearance of any margin transaction in an Account,
      Correspondent shall obtain and provide Ridge with a margin agreement,
      hypothecation agreement and consent to loan of securities (collectively, “margin
      agreement”) executed by the Customer (or, in the case of any Proprietary
      Account, executed by Correspondent), such agreement to be in a form acceptable
      to Ridge. Ridge shall have all rights and remedies set forth in such margin
      agreement, in addition to those set forth in this Agreement, with respect to
      Accounts which are margin accounts. All transactions in an Account shall be
      considered cash transactions until Ridge has determined, in its sole and
      exclusive discretion, to accept margin transactions therein and the duly
      executed margin agreement has been received by Ridge. Ridge may cancel and
      rebook as a cash transaction any margin transaction for an Account for which
      no
      such executed margin agreement has been received prior to settlement date,
      and all transaction costs associated with each such cancellation and rebooking
      shall be borne in their entirety by Correspondent. Correspondent shall be
      responsible for compliance with Rule 10b-16 under the 1934 Act. Correspondent
      shall obtain in advance of dissemination the written approval of Ridge of any
      document to be provided to Customers in connection with Rule 10b-16 under the
      1934 Act.

    


    
      	
            	B.	
              Margin
                Requirements

            


    

    


    
      	 	 	
              Correspondent
                shall be solely and exclusively responsible to Ridge for the collection
                of
                initial margin and for maintenance at all times of margin in each
                Account
                sufficient to ensure compliance with Regulation T, promulgated by
                the
                Board of Governors of the Federal Reserve System pursuant to the
                1934 Act,
                and any interpretations thereof, with any other margin or margin
                maintenance rules under the Applicable Laws and Rules, and with Ridge’s
                house margin rules. After initial margin has been received, maintenance
                margin calls shall be generated by Ridge and made by Ridge or by
                Correspondent at the instructions of Ridge.


            


    

    


    
      	 	 	
              Correspondent
                understands and acknowledges that Accounts shall be subject to any
                house
                rules of Ridge requiring initial margin or maintenance margin in
                amounts
                greater than would otherwise be required under Regulation T or any
                other
                provisions of the Applicable Laws and Rules. Ridge may at any time,
                in its
                sole and exclusive discretion, change its house margin requirements
                as
                they pertain to any Account or class of accounts or specific securities
                or
                class of securities, including, without limitation, in response to
                market
                conditions and periods of extreme volatility. Such changes shall
                be
                effective immediately upon the provision of oral notice to Correspondent.
                Correspondent shall be solely and exclusively responsible for advising
                the
                Customers of any such changes and for the prompt collection of any
                additional margin necessary to ensure compliance therewith.
                

            


    

    


    
      	
            	C.	
              Interest
                on Margin Accounts

            


    

    


    
      	 	 	
              Ridge
                will charge interest on Accounts that are margin accounts in accordance
                with the margin agreements applicable to such Accounts, provided
                that such
                interest and other charges will not exceed amounts that may be charged
                under the Applicable Laws and Rules. Ridge may at any time, in its
                sole
                and exclusive discretion, revise its credit terms and conditions.
                

            


    

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    


    
      	V.	
              TRANSMISSION,
                ACCEPTANCE AND EXECUTION OF
                ORDERS

            


    

    


    
      	 	
              A.

            	
              Transmission
                of Orders

            


    

    


    
      	 	 	
              All
                orders in Accounts shall be transmitted to Ridge by Correspondent
                in
                accordance with such procedures as Ridge may implement from time
                to time
                for that purpose. Customers shall not place orders directly with
                Ridge.
                Notwithstanding the foregoing, Ridge may, in its sole and exclusive
                discretion, on a case-by-case basis, make exception and agree to
                accept
                orders directly from a particular Customer or Account at the request
                of a
                Correspondent; provided,
                however,
                that in doing so Ridge shall not assume or be deemed to have assumed
                any
                of the responsibilities for supervision of Accounts allocated to
                Correspondent under this Agreement. Ridge shall have no duty of inquiry
                or
                investigation with respect to any orders transmitted to it for execution
                or clearance. Correspondent shall be responsible for the timely and
                accurate transmission of all orders to Ridge, as well as for any
                errors or
                discrepancies therein.

            


    

    


    
      	 	
              B.

            	
              Acceptance
                of Orders

            


    

    


    
      	 	 	
              Orders
                accepted by Ridge for execution and clearance shall be executed and
                cleared in accordance with Ridge’s standard practices and the Applicable
                Laws and Rules. Ridge
                reserves the right, exercisable in its sole and exclusive discretion,
                without prior notice to Correspondent or to the Customer, to reject
                for
                execution and clearance any orders or trades which exceed established
                limits or are otherwise unacceptable to Ridge due to such factors
                as
                adverse market conditions, assumptions regarding the volatility and
                liquidity of the subject securities, current market price, the financial
                condition or credit worthiness of Correspondent or of the Customer,
                any
                regulatory issues relating to Correspondent or the Customer, or for
                any
                reason whatsoever which, in the sole and exclusive discretion of
                Ridge,
                renders it advisable to reject an order or trade. Ridge also reserves
                the
                right, exercisable in its sole and exclusive discretion, to restrict
                trading in Accounts in any manner, including, but not limited to,
                restricting trading to liquidating orders only or cash transactions
                only,
                or to prohibit certain trading strategies or trading of certain types
                of
                securities.

            


    

    


    
      	 	
              C.

            	
              Over-the-Counter
                Transactions

            


    

    


    
      	 	 	
              For
                all over-the-counter transactions, Correspondent shall furnish Ridge
                with
                the names of the respective purchasing and selling broker-dealers
                (except
                as otherwise provided in Section V.D. of this Agreement), and the
                wholesale and retail purchase and sale prices necessary for confirmation
                in accordance with the Applicable Laws and Rules.
                

            


    

    


    
      	 	
              D.

            	
              Designation
                of Contra Brokers

            


    

    


    
      	 	 	
              Whenever
                Correspondent directs Ridge to route an order to a particular broker,
                dealer, or market for execution, including, without limitation,
                designating the contra broker in an over-the-counter
                transaction for an Account, Correspondent shall be responsible to
                Ridge
                for all aspects of the transaction, including, without limitation,
                any
                duty of best execution or any failure by such contra broker or dealer
                to
                settle the transaction for any reason whatsoever, and Correspondent
                shall
                immediately reimburse Ridge for any loss, liability, claim, cost
                or
                expense, in each case as incurred, including, but not limited to,
                attorneys’ fees and expenses incurred or sustained by Ridge in connection
                therewith.

            


    

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              E.

            	
              Short
                Sales

            


    

    


    
      	 	 	
              Correspondent
                shall be solely and exclusively responsible for determining and advising
                Ridge whether each order for the sale of securities for an Account
                is
                “long” or “short” within the meaning of the Applicable Laws and Rules.
                Correspondent shall also be solely and exclusively responsible for
                ensuring that each short sale for an Account complies with Rule 10a-1
                under the 1934 Act, NYSE Rule 440B, all provisions relating to short
                sales
                under NASD rules, and the interpretations of such rules, and any
                other
                applicable provisions of the Applicable Laws and Rules regarding
                short
                sales.

            


    

    


    
      	 	
              F.

            	
              Low
                Priced/Penny Stocks

            


    

    


    Ridge
      shall not be required to execute orders in any securities that are not “reported
      securities,” as defined in SEC Rule 3a51-1. Correspondent shall not accept
      orders for transactions in securities that do not meet such criteria without
      the
      prior written consent of Ridge, and the disclosure requirements of SEC Rule
      3a51-1 do not apply. 

    


    
      	 	
              G.

            	
              Order
                Limits; Position and Credit
                Limits

            


    

    


    
      	 	 	
              Correspondent
                shall be responsible for maintaining continuing familiarity and compliance
                with all limits on order size and all position and credit limits
                which
                have been or may be established by Ridge with respect to transactions
                in
                the Accounts, which limits may be changed from time to time by Ridge
                in
                its sole and exclusive discretion. Correspondent agrees to notify
                Ridge
                and obtain its approval prior to the entry of any trade in an Account
                which would exceed such limits. 

            


    

    


    
      	 	
              H.

            	
              Delivery
                Versus Payment

            


    

    


    
      	 	 	
              Correspondent
                agrees to comply with NYSE Rule 226 by ensuring that its Customers
                utilize
                the facilities of a securities depository for the confirmation,
                acknowledgment, and book entry settlement of all depository eligible
                transactions in connection with delivery versus payment transactions.
                Correspondent shall be solely and exclusively responsible for causing
                any
                Customers engaging in such transactions to utilize such facilities.
                Correspondent further agrees to ensure that its Customers shall provide
                their agent with instructions in accordance with the requirements
                set
                forth in NASD Rule 11860.

            


    

    


    
      	 	
              I.

            	
              Buy-Ins
                and Sell-Outs; Interest
                Charges

            


      	 	 	 


    

    
      	 	 	
              Upon
                the failure of any Customer (or, in the case of Proprietary Accounts,
                Correspondent) to make timely payment for securities purchased or
                timely
                and good delivery of securities sold, or the failure timely to comply
                with
                any applicable margin requirements, Ridge will be entitled, but not
                obligated, to take such remedial action, or direct Correspondent
                to take
                such remedial action, as Ridge, in its sole and exclusive discretion,
                deems appropriate, including, but not limited to, executing buy-ins
                or
                sell-outs for an Account. Checks shall not constitute payment until
                they
                have cleared and the proceeds have been collected by Ridge’s bank and
                credited to Ridge. The taking or not taking of any such remedial
                action by
                Ridge shall not in any way affect or diminish Correspondent’s
                indemnification, reimbursement, or payment obligations pursuant to
                this
                Agreement.

            


    

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              To
                the extent permitted by Regulation T, Rule 15c3-3(m) under the 1934
                Act,
                or any other provisions of the Applicable Laws and Rules, Correspondent
                may request, in a writing signed by an officer, partner or principal
                of
                Correspondent, that Ridge defer a buy-in or sell-out for an Account.
                The
                grant or denial, in whole or in part, of any such request to defer
                a
                buy-in or sell-out, or of any application for an extension of time
                for any
                Account to make any payment required by Regulation T or any other
                provision of the Laws or Rules, shall remain within the sole and
                exclusive
                discretion of Ridge. Correspondent shall be liable to Ridge for any
                loss
                or expense incurred by Ridge in connection with such request, whether
                or
                not granted.

            


    

    


    
      	 	 	
              Ridge
                may, at its option, charge Customers (or, in the case of Proprietary
                Accounts, Correspondent) interest at the rate of 2% above the broker’s
                call rate, or such other rate as may be agreed in writing by Correspondent
                and Ridge, arising from any debit in an Account however arising,
                including, without limitation, for late payments or deliveries of
                securities. Correspondent shall be liable to Ridge for such charges
                to the
                extent not paid by Customers.

            


    

    


    
      	 	
              J.

            	
              Option
                Assignments, Tender Offers, and Rights
                Offerings

            


    

    


    
      	 	 	
              Ridge
                will process option assignments, tender offers, and rights offerings
                only
                in accordance with the written instructions of Correspondent or the
                Customer.

            


    

    


    
      	 	 	
              Ridge
                may, in its sole and exclusive discretion, buy back in the cash market
                or
                borrow shares on the day Ridge is notified of option assignments
                affecting
                shares which have been tendered and which have caused short positions
                in
                Accounts as of either the proration or withdrawal date. Shares purchased
                for cash or borrowed shall not be considered part of an Account’s tendered
                position until such shares are in Ridge’s actual possession. Ridge will
                reduce the tender for Accounts by the size of the short or unreceived
                shares.

            


    

    


    
      	 	 	
              During
                a tender period in which there are competing and counter tender offers
                for
                a security, Ridge will tender only upon the written instructions
                of
                Correspondent or the Customer and only on a trade date basis the
                number of
                shares net long in the Account as of either the proration or withdrawal
                date, which number shall, at Ridge’s request, be confirmed in writing by
                Correspondent. Correspondent shall be solely and exclusively responsible
                for ensuring that such tender is being made upon the instructions
                of
                persons authorized to direct the disposition of the shares and, at
                Ridge’s
                request, shall confirm it in
                writing.

            


    

    


    
      	 	 	
              In
                connection with a rights offering, Ridge will exercise rights only
                upon
                the written instructions of Correspondent or the Customer and only on
                a trade date basis the number of rights relating to shares net long
                in the
                Account, which number shall, at Ridge’s request, be confirmed in writing
                by Correspondent. Correspondent shall be solely and exclusively
                responsible for ensuring that such exercise is being made upon the
                instructions of persons authorized to do so and, at
                Ridge’s request, shall confirm it in writing.


            


    

    


    
      	
            	K.	
              Options
                Policy

            


    

    


    At
      Ridge
      it is
      the policy that no uncovered (“naked”) index options orders are to be entered on
      behalf of any client or correspondent. In addition, all option orders are
      required to be designated as opening or closing, whichever term applies.
      Correspondent is responsible for ensuring compliance with this policy and will
      be liable for the consequences of any violations, including, but not limited
      to,
      any damages caused. Ridge
      may
      terminate this Agreement in the event that you fail to comply with this policy.
      

    


    
      	 	
              L.

            	
              Participation
                in Underwritings / Special
                Requirements

            


    

    


    You
      agree
      to the following procedures which must be complied with in order to participate
      in Initial Public Offerings (IPO’s) either as a Manager or a Co -
      Manager:

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    i.) Approval
      must be granted in advance of any such participation in an underwriting. Such
      approval shall not be unreasonably withheld by Ridge.

     

    ii.) At
      the
      very earliest, a preliminary prospectus (“Red Herring”) must be forwarded to
Ridge’s
      Risk
      Manager together with details concerning the size of your commitment, expected
      price and the names of all brokerage firms which are known to be
      participants.

     

    iii.) In
      order
      to participate and takedown shares in an underwriting, you as the Correspondent
      must have at least $250,000 in net capital. Your Good Faith Deposit must be
      increased so that it will represent no less than the greater of 30% of your
      commitment (take-down) and the equivalent capital requirement of the applicable
      SRO with respect to such transaction.

     

    iv.) You
      must
      indicate whether or not you intend to be a market maker in the secondary market
      with respect to the securities which are part of the public
      distribution.

     

    v.) You
      are
      not to proceed with such IPO participation unless and until the Risk Manager
      of
Ridge
      has
      specifically granted his approval and indicated the size of the commitment
      granted. Such approvals must be received either by fax or wire and they are
      to
      be retained as part of your records.

    


    Any
      requests for exceptions to the above, must be submitted in writing with all
      pertinent details included to Ridge’s
      Risk
      Manager.

    


    
      	 	
              M.

            	
              Execution
                Away

            


    

    


    In
      the
      event you execute your own orders and give Ridge’s
      name
      to the other broker for clearance and settlement, you agree that you will only
      execute bona fide orders or request free delivery of cash or securities where
      you have reasonable grounds to believe that the Account and the other broker
      have the financial capability to complete the transaction. Ridge
      reserves
      the right at any time to place a limit (of either dollars or number of
      securities) on the size of transactions that Ridge
      in these
      circumstances will accept for clearance. If, after you have received notice
      of
      such limitation, you execute an order in excess of the limit established by
      Ridge,
      Ridge
      shall
      have the right to notify the other party and other broker that it will not
      accept the transaction for clearance and settlement. In the event any claim
      is
      asserted against Ridge
      by the
      other broker because of such action by Ridge,
      you
      agree to indemnify and hold Ridge
      harmless
      from any loss, liability, damage, cost or expense (including but not limited
      to
      fees and expenses of legal counsel) arising directly or indirectly
      therefrom.

    


    In
      the
      event you execute orders away from Ridge,
      Ridge
      will on
      a best efforts basis attempt to clear the transaction within a reasonable period
      and utilize the same procedures it utilizes when clearing transactions on behalf
      of other firms clearing through Ridge.
      If
      either you or the other broker for any reason whatsoever fail to settle the
      transaction, you will be solely liable to Ridge
      for any
      and all loss, including expenses caused thereby and Ridge
      shall
      have no liability to you whatsoever in any such circumstance. You further agree
      to take all appropriate capital charges on your books arising out of or incurred
      in connection with your executing orders away from Ridge.

    


    Notwithstanding
      the foregoing, option transactions shall be executed on behalf of Customers
      and
      Accounts solely and exclusively by Ridge.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    


    
      	
              VI.

            	
              RECEIPT
                AND DELIVERY OF FUNDS AND
                SECURITIES

            


    

    


    
      	 	
              A.

            	
              Receipt
                and Delivery in the Ordinary Course of
                Business

            


    

    


    
      	 	 	
              Ridge
                will receive and deliver funds and securities for Accounts in accordance
                with Correspondent’s written instructions to Ridge, provided that
                Correspondent shall be responsible for advising Customers of their
                obligations to deliver funds or securities in connection with each
                transaction in an Account and shall be responsible for any failure
                by a
                Customer to satisfy such obligations. Correspondent agrees promptly
                to
                deliver to Ridge any and all funds or securities received by Correspondent
                from Customers, together with such information as may be relevant
                or
                necessary to enable Ridge properly to record such deliveries in the
                appropriate Accounts. Ridge will be responsible for the safeguarding
                of
                all funds and securities actually received and accepted by Ridge,
                subject
                to count and verification by Ridge.  Ridge shall not be
                responsible for any funds or securities delivered by a Customer to
                Correspondent or its agents or employees until such funds or securities
                are physically delivered to and accepted by Ridge at its premises
                or
                deposited in Ridge’s bank accounts. It is expressly understood and agreed,
                however,
                that Correspondent shall be responsible for compliance with the Currency
                Act, and the regulations promulgated thereunder. Ridge reserves the
                right
                to reject any funds or securities, without prior notice to Correspondent
                or to the Customer, that it determines, in its sole and exclusive
                discretion, may violate or cause a violation of the Applicable Laws
                and
                Rules, including, without limitation, the Bank Secrecy Act, the Patriot
                Act, and the regulations promulgated
                thereunder.

            


    

    


    
      	 	
              B.

            	
              Lost,
                Stolen or Forged
                Securities

            


    

    


    
      	 	 	
              Correspondent
                shall be responsible for any defect in title to any securities purchased,
                sold, borrowed, delivered or transferred under this Agreement which
                may
                have been forged, counterfeited, altered, lost, stolen, or the subject
                of
                any similar occurrence or act. 

            


    

    


    
      	 	
              C.

            	
              Custody
                Services

            


    

    


    
      	 	 	
              Whenever
                Ridge has agreed in writing to act as custodian of securities in
                any
                Account, or to hold securities in “safekeeping”, Ridge may hold the
                securities in the Customer’s name (“Customer Name Securities”), or may
                cause such securities to be registered in the name of Ridge or its
                nominee
                or in the names or nominees of any depository used by Ridge. In connection
                with Customer Name Securities, Ridge will have no responsibility
                for,
                among other things, collecting and paying of dividends, transmitting
                and
                handling tenders or exchanges pursuant to tender offers and exchange
                offers, transmitting proxy materials and other shareholder communications,
                and handling exercises or expirations of rights and warrants or
                redemptions. 

            


    

    


    
      	 	
              D.

            	
              Receipt
                and Delivery Pursuant to Special
                Instructions

            


    

    


    
      	 	 	
              Upon
                special instructions from Correspondent or from a Customer, Ridge
                will
                endeavor to make such transfers of securities or Accounts as may
                be
                requested, consistent with the Applicable Laws and Rules. Any such
                special
                instructions shall be in writing. 

            


    

    


    
      	 	
              E.

            	
              Restricted
                or Control Securities

            


    

    


    
      	 	 	
              Correspondent
                shall be solely and exclusively responsible for determining whether
                any
                securities in Accounts are restricted and/or control securities within
                the
                meaning of Rule 144 under the 1933 Act, and for ensuring that any
                transactions in such securities are in compliance with the Applicable
                Laws
                and Rules. Prior to the time an order in such securities is transmitted
                to
                Ridge, Correspondent shall notify Ridge and Ridge may, in its sole
                and
                exclusive discretion, charge such reasonable fees, in addition to
                the
                clearing charges described below, as it deems appropriate for handling
                such transactions. 

            


    

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    


    
      	
              VII.

            	
              CONFIRMATIONS
                AND STATEMENTS

            


    

    


    
      	 	
              A.

            	
              Preparation
                and Transmission

            


    

    


    In
      the
      case of Customer Accounts, Ridge will prepare and mail confirmations and monthly
      or quarterly statements of account to Customers in connection with transactions
      executed or cleared through Ridge. Confirmations and statements of account
      shall
      disclose that
      the
      Accounts are carried on a fully-disclosed basis for Correspondent. Correspondent
      acknowledges that such confirmations shall be prepared and delivered on
      Correspondent’s behalf and at its direction, and that such confirmations shall
      remain, for all purposes, the confirmations of Correspondent. Correspondent
      further acknowledges that it shall have sole and exclusive responsibility for
      information that it provides or fails to provide for disclosure on confirmations
      and monthly or quarterly statements. Accordingly, Correspondent shall provide
      in
      writing to Ridge any information required by the Applicable Laws and Rules
      to be
      disclosed in its confirmations and monthly and quarterly statements, including,
      without limitation, information required in connection with any
      Directed-Brokerage Arrangement or Payment for Order Flow Arrangement.
Correspondent
      shall review and approve in writing the form of confirmations and monthly and
      quarterly statements of account prior to their use. Ridge will provide
      Correspondent with copies of all confirmations and statements sent by Ridge
      to Customers in connection with the Accounts. Correspondent shall not prepare
      or
      transmit confirmations or periodic account statements to Customers without
      the
      prior written consent of Ridge.

    


    
      	 	
              B.

            	
              Examination
                and Notification of
                Errors

            


    

    


    
      	 	 	
              Correspondent
                shall examine promptly all confirmations, comparisons, monthly and
                quarterly statements of account, the Reconciliation Statements (as
                defined in Section IX.C. of this Agreement), and any other statements
                or
                reports provided to Correspondent by Ridge or its clearing agency.
                Confirmations and comparisons shall be deemed accurate and correct,
                and
                Correspondent shall be deemed to have waived any claim with respect
                to the
                accuracy or correctness of the information therein, unless Correspondent
                notifies Ridge in writing of any alleged errors or discrepancies
                within
                twenty (20) business days of receipt of the applicable confirmation.
                Monthly and quarterly statements of account shall be deemed accurate
                and
                correct, and Correspondent shall be deemed to have waived any claim
                with
                respect to the accuracy or correctness of the information therein,
                unless
                Correspondent notifies Ridge in writing of any alleged errors or
                discrepancies within twenty (20) business days of receipt. Any notice
                of
                error shall be accompanied by such documentation as may be necessary
                to
                substantiate Correspondent’s claim. At the request of Ridge, Correspondent
                promptly shall provide any additional documentation or information
                Ridge
                reasonably believes is necessary or desirable to substantiate and
                correct
                any such alleged error or
                discrepancy.

            


    

    


    
      	 	
              C.

            	
              Notations
                on Confirmations, Monthly and Quarterly Statements, and
                Notices 

            


    

    


    
      	 	 	
              Ridge
                will make reasonable efforts to indicate on confirmations, monthly
                and
                quarterly statements, and notices to Customers that Customers are
                customers of Correspondents or are introduced by Correspondent. Occasional
                or inadvertent omission of such notations shall not be deemed to
                constitute a breach of this Agreement, and shall not affect the allocation
                of responsibilities between Ridge and Correspondent pursuant to this
                Agreement. 

            


    

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    


    
      	
              VIII.

            	
              BOOKS
                AND RECORDS

            


    

    


    
      	 	
              Ridge
                will prepare and maintain stock records and other prescribed books
                and
                records of the services performed and transactions effected by Ridge
                for
                the Accounts on a basis consistent with generally accepted practices
                in
                the securities industry and with the Applicable Laws and Rules governing
                clearing brokers. Such books and records will include, without limitation,
                records of daily margin requirements as required by NYSE Rule 432.
                Ridge
                reserves the right, at its sole and exclusive discretion, to amend
                its
                policies with respect to the retention of reports requested by or
                provided
                to Correspondent. Any reports relating to the Accounts that, under
                the
                Applicable Laws and Rules, are required to be prepared and filed
                with the
                SEC or any other regulatory or self-regulatory organization by
                Correspondent or Ridge shall remain the responsibility of the respective
                parties, and Ridge and Correspondent each agrees promptly to provide
                the
                other with any information in its possession necessary to enable
                the other
                to prepare and file any such
                reports.

            


    

    


    
      	
              IX.

            	
              COMMISSIONS
                AND CLEARING FEES

            


    

    


    
      	 	
              A.

            	
              Commissions

            


    

    


    
      	 	 	
              Correspondent
                shall be solely and exclusively responsible for determining the amount
                of
                commissions, mark-ups and similar fees charged by Correspondent
                (collectively, “Commissions”) for transactions in the Customer Accounts,
                and Ridge shall not exercise any control or influence over the amount
                of
                such Commissions. Correspondent shall be solely and exclusively
                responsible for compliance with the Applicable Laws and Rules
                relating to commissions, including, but not limited to, any disclosures
                to
                Customers or others required to be made in connection therewith.
                On or
                before the execution of this Agreement, Correspondent shall have
                provided
                Ridge with a schedule (the “Commission Schedule”) showing the amounts of
                Commissions to be charged to Customers. Correspondent may amend the
                Commission Schedule from time to time by written instructions to
                Ridge.
                Ridge will debit and collect from Customer Accounts the amounts shown
                on
                the Commission Schedule, but Ridge will be required to implement
                any
                amendments to the Commission Schedule only to the extent and over
                such
                time as is within the normal capabilities of Ridge’s data processing and
                operations systems. Notwithstanding anything herein to the contrary,
                Ridge
                shall not be obligated to charge Customers any amounts that it believes
                violate the Applicable Laws and Rules, but Ridge will have no obligation
                to determine whether any such charges violate the Applicable Laws
                and
                Rules. 

            


    

    


    
      	 	
              B.

            	
              Clearing
                Fees

            


    

    


    
      	 	 	
              Correspondent
                agrees to pay Ridge the clearing fees and other amounts set forth
                in
                Schedule B hereto for the execution, clearing and related services
                to be
                provided under this Agreement. Schedule B is hereby incorporated in
                and made an integral part of this Agreement.


            


    

    


    
      	 	
              C.

            	
              Collection
                and Remittance of
                Commissions

            


    

    


    
      	 	 	
              On
                behalf of Correspondent, Ridge will collect all Commissions paid
                by
                Customer Accounts and will deduct and retain the following amounts
                from
                such Commissions:

            


    

    


    
      	 	 	
              1.

            	
              all
                amounts payable to Ridge in accordance with Schedule B and any amendments
                thereto; 

            


    

    


    
      	 	 	
              2.

            	
              any
                expenses payable by Ridge on Correspondent’s
                behalf;

            


    

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              3.

            	
              any
                loss, liability, damage, claim, cost or expense (including, but not
                limited to, attorneys’ fees and expenses), as incurred, in respect of
                which any Ridge Indemnitee (as defined below) is entitled to
                indemnification by Correspondent under this Agreement;
                and

            


    

    


    
      	 	 	
              4.

            	
              all
                other amounts owed by Correspondent or by any Customer to Ridge pursuant
                to this Agreement or any other agreement between Ridge and Correspondent
                or between Ridge and any Customer (including, without limitation,
                Customers’ unsecured debit items or unsecured or partially secured short
                positions).

            


    

    


    
      	 	 	
              As
                soon as practicable after the end of each month, Ridge will credit
                the
                Settlement Deposit Account (as defined in Section X.B. of this Agreement)
                with the amount of Commissions collected by Ridge on Correspondent’s
                behalf, net of all amounts to be deducted as set forth above and
                any other
                amounts due to Ridge from Correspondent, however arising, as determined
                by
                Ridge. If the amount due to Ridge in any month exceeds the amount
                available in Correspondent’s Settlement Deposit Account, Correspondent
                shall, in accordance with the provisions of Section X.A. of this
                Agreement, immediately deposit with Ridge additional cash so that
                the
                Settlement Deposit Account shall always have a zero or credit balance.
                If
                Correspondent fails to make such additional deposit, Ridge will have
                full
                rights of setoff, including, without limitation, the right to charge
                any
                other Account maintained by Ridge for Correspondent or any other
                assets of
                Correspondent held by Ridge, including, but not limited to, the Security
                Deposit (as defined in Section X.B. of this Agreement) and positions
                and
                balances in Accounts which are proprietary accounts of Correspondent,
                for
                the net amount due Ridge. If Ridge elects not to charge such other
                Accounts or assets, or such assets are insufficient to discharge
                the net
                amount due to Ridge, any amount due to Ridge will be paid to Ridge
                by
                Correspondent by check within twenty (20) days of Correspondent’s receipt
                of a statement (the “Reconciliation Statement”) showing the amount due to
                Ridge. If Ridge does not receive payment within such period, Ridge
                will
                charge Correspondent interest at 2% above the broker’s call rate, or such
                other rate as may be agreed in writing by Ridge and Correspondent
                until
                paid. Any failure by Ridge to charge the Settlement Deposit Account
                or any
                other Account or assets of Correspondent held by Ridge shall not
                act as a
                waiver of Ridge’s right to demand payment of, or to charge Correspondent’s
                Accounts for, the full amount due at any
                time.

            


    

    


    
      	
              X.

            	
              SECURITY
                FOR OBLIGATIONS OF CORRESPONDENT 

            


    

    


    
      	 	
              A.

            	
              Lien
                and Security Interest

            


    

    


    
      	 	 	
              In
                order to secure the performance by Correspondent of all of its obligations
                under this Agreement, including, but not limited to, its liability
                to
                Ridge for any failures by Customers timely to pay for or deliver
                securities purchased or sold and for any losses resulting from unsecured
                debit balances or short positions in Accounts, Correspondent hereby
                grants
                Ridge a continuing lien, security interest in and right of setoff
                against
                (a) the Settlement Deposit Account and the Security Deposit (as such
                terms
                are defined below), (b) any Proprietary Accounts, and (c) any
                Commissions, funds, securities or other property of Correspondent
                held by
                Ridge. Correspondent further agrees that Ridge may debit any cash
                balances
                and/or liquidate any securities held in the Settlement Deposit Account
                or
                in any Proprietary Account and credit the proceeds to Ridge in such
                amounts as are necessary to satisfy Correspondent’s obligations under this
                Agreement and at such times as Ridge, in its sole and exclusive
                discretion, deems appropriate. The lien, security interest and right
                of
                setoff created hereunder shall survive the termination of this Agreement
                until such time as, in the sole and exclusive discretion of Ridge,
                security for the performance of Correspondent’s obligations is no longer
                required.

            


    

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    


    
      	 	
              B.

            	
              Settlement
                Deposit Account and Security
                Deposit

            


    

    


    
      	 	 	
              On
                or before the execution of this Agreement, Correspondent shall have
                established an account (the “Settlement Deposit Account”) with Ridge. The
                Settlement Deposit Account shall at all times contain cash and/or
                securities issued or guaranteed as to principal and interest by the
                United
                States (“U.S. Government Securities”) having an aggregate present valueas
                set forth in Schedule B (the “Security Deposit”). Ridge reserves the
                right, in its sole and exclusive discretion, on written notice to
                Correspondent, at any time, to increase the amount of the Security
                Deposit
                required to be maintained by Correspondent. Correspondent shall
                immediately transfer to the Settlement Deposit Account sufficient
                cash
                and/or U.S. Government Securities to satisfy the increased amount
                of the
                Security Deposit. If Correspondent fails to transfer such additional
                cash
                or U.S. Government Securities to the Settlement Deposit Account,
                or if,
                for any other reason, including, but not limited to, the exercise
                of any
                right of setoff pursuant to Section X.A. of this Agreement, the aggregate
                value of cash and U.S. Government Securities in the Settlement Deposit
                Account is less than the Security Deposit amount then in effect,
                Ridge
                will be entitled to deposit in the Settlement Deposit Account such
                Commissions, funds, securities or other property of Correspondent
                in
                Ridge’s possession as are necessary to satisfy the deficiency. No later
                than thirty (30) days after termination of this Agreement, Ridge
                shall
                refund all cash or securities in
                the Settlement Deposit Account except for (i) deductions on account
                of (a)
                all clearing and other charges, costs, or expenses due Ridge in accordance
                with the terms of this Agreement, including any minimum monthly fee
                set
                forth on Schedule B to the extent applicable; (b) all charges payable
                by
                Ridge on your account; and (c) all amounts due Ridge from you under
                this
                Agreement including amounts arising from any losses, liabilities,
                or
                damages in accordance with the terms hereof and (ii) amounts held
                back as
                determined by Ridge, in the reasonable exercise of its discretion,
                to be
                necessary to protect itself fully against any liabilities, costs,
                or
                expenses (whether mature or contingent, liquidated or unliquidated)
                for
                which Correspondent may be responsible under the terms of this Agreement
                (without limiting the foregoing, amounts held back may include reasonable
                amounts on account of transactions in respect of Customer Accounts
                that
                have settled for ten days or less and on account of margin accounts
                of
                your Customers or other Customer Accounts having a debit balance,
                other
                than accounts that Correspondent has agreed in writing to
                accept).

            


    

    


    
      	 	
              C.

            	
              Funds,
                Securities and No
                Interest

            


    

    


    
      	 	 	
              All
                funds transferred to the Settlement Deposit Account shall be in
                immediately available United States funds. All securities transferred
                to
                the Settlement Deposit Account (a) shall be in suitable form for
                transfer or shall be accompanied by duly executed instruments of
                transfer
                or assignment in blank and such other documentation as Ridge may
                request,
                and (b) shall be transferred on the book-entry system of a Federal
                Reserve Bank, or by any other method acceptable to Ridge. Ridge shall
                not
                be obligated to pay interest to Correspondent on any cash held in
                the
                Settlement Deposit Account. Neither the Security Deposit nor the
                Settlement Deposit Account shall be deemed to be margin for any Account,
                nor shall they give rise to or constitute an ownership interest in
                Ridge.

            


    

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    
      	
              XI.

            	
              INFORMATION
                TO BE SUPPLIED BY
                CORRESPONDENT

            


    

    


    
      	 	
              A.

            	
              Financial
                Statements and Other
                Reports

            


    

    


    
      	 	 	
              On
                or before the execution of this Agreement, Correspondent shall have
                supplied Ridge with copies of its most recent audited annual financial
                statements and its most recent unaudited quarterly financial statements.
                Throughout the term of this Agreement, Correspondent shall, within
                five
                (5) business days after their preparation, continue to provide Ridge
                with
                copies of its audited annual and unaudited quarterly financial statements,
                together with any amendments thereto, for each subsequent fiscal
                year and
                quarterly period. Correspondent shall advise Ridge in writing of
                any
                material errors in or omissions in such financial statements, or
                of any
                material adverse change in its financial condition or business prospects,
                immediately upon becoming aware of such error, omission or change.
                In
                addition, simultaneously with their filing, Correspondent shall supply
                Ridge with copies of all financial information and reports filed
                by
                Correspondent with the SEC, NYSE, NASD, and any other national securities
                exchange or association of which it is a member, including, but not
                limited to, its monthly and quarterly Financial and Operational Combined
                Uniform Single (“FOCUS”) Reports, any amendment or supplement to its Form
                BD, and any reports on Form U-4 or Form U-5 relating to Correspondent’s
                principals, together with any amendments or supplements to any of
                the
                foregoing information or reports. Correspondent shall advise Ridge
                in
                writing of any material errors in or omissions in such financial
                information and reports. Correspondent shall provide immediate oral
                and
                written notice to Ridge in the event that Correspondent’s capital becomes
                subject to the “early warning” provisions of SEC Rule
                17a-11.

            


    

    


    
      	 	
              B.

            	
              Suspension
                or Restriction

            


    

    


    
      	 	 	
              In
                the event that Correspondent learns that Correspondent or any of
                its
                employees becomes subject to revocation, suspension, bar, injunction,
                restriction, censure, consent decree, cease-and-desist order, or
                other
                formal disciplinary action by the SEC, NYSE, NASD, or any other
                regulatory or governmental body having jurisdiction over Correspondent
                or
                such employee, Correspondent shall notify Ridge immediately and,
                in
                addition to such other rights and remedies as Ridge may have under
                this
                Agreement and the Applicable Laws and Rules, Correspondent authorizes
                Ridge to take such steps as Ridge determines, in its sole and exclusive
                discretion, may be necessary or advisable for Ridge to be in compliance
                with the Applicable Laws and Rules. Correspondent further authorizes
                Ridge, in such event, to comply with requests, directives or demands
                made
                upon Ridge by any such exchange or regulatory body. In connection
                with
                such requests, directives or demands, Ridge may seek advice or legal
                counsel and Correspondent shall promptly reimburse Ridge for the
                reasonable fees and expenses of such counsel, in each case as incurred.
                

            


    

    


    
      	 	
              C.

            	
              Actions,
                Lawsuits, Arbitrations, Investigations and
                Inquiries

            


    

    


    
      	 	 	
              In
                the event that Correspondent learns that Correspondent or any of
                its
                employees becomes a subject, target, respondent or defendant in any
                action, lawsuit, arbitration, investigation, inquiry or other proceeding
                (formal or informal) relating, directly or indirectly, to its business,
                Correspondent shall notify Ridge in writing within twenty (20) business
                days and, in addition to such other rights and remedies as Ridge
                may have
                under this Agreement and the Applicable Laws and Rules, Correspondent
                authorizes Ridge to take such steps as Ridge determines, in its sole
                and
                exclusive discretion, may be necessary or advisable for Ridge to
                be in
                compliance with the Applicable Laws and
                Rules.

            


    

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              D.

            	
              Additional
                Information

            


    

    


    
      	 	 	
              At
                the request of Ridge, Correspondent shall promptly supply Ridge with
                such
                other information, reports or documentation reflecting or relating
                to
                Correspondent’s financial condition, including, without limitation, its
                aggregate indebtedness ratio and net capital; Correspondent’s principals
                and representatives; and inquiries, investigations, or disciplinary
                action
                relating to Correspondent or its principals or representatives by
                the SEC,
                NYSE, NASD, or any other regulatory or governmental body. Within
                five (5)
                business days after their filing, Correspondent shall supply Ridge
                with
                copies of reports that it files pursuant to the Bank Secrecy Act,
                the
                Patriot Act, or any other AML provision, including, without limitation,
                CTRs, CMIRs, SARs or FBFARS. At the request of Ridge, Correspondent
                shall
                (i) file a notice pursuant to Section 314 of the Patriot Act and
                any
                regulation(s) promulgated thereunder to permit the voluntary sharing
                of
                information between the parties, and (ii) supply Ridge with such
                additional information as is necessary for Ridge to satisfy its
                obligations under the Bank Secrecy Act, the Patriot Act, and the
                regulations promulgated thereunder.


            


    

    


    
      	
              XII.

            	
              COMMUNICATIONS
                WITH CUSTOMERS

            


    

    


    
      	 	
              Correspondent
                shall provide written notice to existing Customers within (30) thirty
                days
                of the effective date of this Agreement, and to new Customers within
                (30)
                thirty days of execution of the relevant customer agreement, describing
                the respective obligations of the parties under this Agreement and
                any
                other customer-related responsibilities of the parties in accordance
                with
                NYSE Rule 382 and NASD Rule 3230. The notifications shall be in
                substantially the form of Exhibit A annexed hereto; provided,
                however,
                that Ridge may, in its sole and exclusive discretion, provide the
                notifications on behalf of Correspondent. Correspondent shall be
                responsible for the payment of all costs incurred in connection with
                the
                preparation and mailing of the
                notifications.

            


    

    


    
      	 	
              Ridge
                and Correspondent each agrees to forward promptly to the other party
                a
                copy of any written inquiry, complaint or other correspondence received
                from a Customer that relates to services provided or obligations
                assumed
                under this Agreement by the other party. Ridge and Correspondent
                each
                agrees to forward promptly to the other party’s DEA a copy of any written
                complaint received from a Customer that relates to services provided
                or
                obligations assumed under this Agreement by the other party. Correspondent
                agrees to forward promptly to Ridge a copy of all of Correspondent’s
                filings pursuant to NYSE Rule 351. Correspondent shall also provide
                Ridge
                with such additional information as Ridge may reasonably request,
                including, without limitation, a copy of any written inquiry, complaint
                or
                other correspondence from any Customer of Correspondent, whether
                or not
                such written inquiry, complaint or other correspondence was disclosed
                by
                Correspondent in its filings pursuant to NYSE Rule
                351.

            


    

    


    
      	
              XIII.

            	
              ERRORS,
                CONTROVERSIES AND ADDITIONAL
                INDEMNITIES

            


    

    


    
      	 	
              A.

            	
              Errors
                and Controversies

            


    

    


    
      	 	 	
              Correspondent
                shall be solely and exclusively responsible for any error, controversy,
                dispute or discrepancy between Correspondent, or any of its control
                persons, partners, shareholders, directors, officers, employees,
                agents,
                affiliates, successors or assigns (collectively, including Correspondent,
                the “Correspondent Parties”), and any of the Accounts or Customers.
                Correspondent shall indemnify, defend and hold Ridge and its control
                persons, partners, shareholders, directors, officers, employees,
                agents,
                affiliates, successors and assigns (collectively, including Ridge,
                the
                “Ridge Indemnitees”) harmless from and against any loss, liability,
                damage, claim, cost or expense (including, but not limited to, attorneys’
                fees and expenses), in each case as incurred, arising directly or
                indirectly from any such error, controversy, dispute or discrepancy,
                and
                from any action or proceeding commenced by or against any of the
                Correspondent Parties by any Customer, or from the settlement of
                any such
                claim, action or proceeding.

            


    

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              B.

            	
              Additional
                Indemnities

            


    

     

    Correspondent
      hereby agrees to indemnify, defend and hold the Ridge Indemnitees harmless
      from
      and against any loss, liability, damage, claim, cost or expense (including,
      but
      not limited to, attorneys’ fees and expenses), in each case as incurred, arising
      directly or indirectly from or related to the Accounts, the Customers or any
      order or transaction contemplated by this Agreement, or as a result of any
      inquiry or investigation conducted in connection therewith or in the defense
      or
      settlement of any threatened or pending action or proceeding brought by any
      regulatory or self-regulatory organization, governmental agency or private
      person arising out of or in connection with the same, unless such loss,
      liability, damage, claim, cost or expense, as finally determined by a court
      of
      competent jurisdiction, was caused solely and directly by the willful misconduct
      or gross negligence of Ridge. This indemnity is supplemental to any other
      obligation of Correspondent in this Agreement to pay or reimburse Ridge for
      any
      loss, liability, damage, claim, cost or expense (including, but not limited
      to,
      attorneys’ fees and expenses). Without limiting its generality, the foregoing
      indemnity is intended to include, among other things, any loss, liability,
      damage, claim, cost or expense (including, but not limited to, attorneys’ fees
      and expenses) arising from or relating to any of the following:

    


    
      	 	 	
              1.

            	
              the
                failure of any Customer to make timely payment for securities purchased
                or
                timely and good delivery of securities sold, the existence of an
                unsecured
                debit balance or unsecured short position in an Account, the failure
                of
                any Customer timely to comply with initial margin or maintenance
                margin
                requirements, the failure of any Customer to pay interest in accordance
                with the applicable margin agreement(s), or the failure of any Customer
                otherwise to fulfill any of its obligations in connection with any
                Account, whether or not such failure is within the control of
                Correspondent;

            


    

    


    
      	 	 	
              2.

            	
              the
                failure of any of the Correspondent Parties fully and properly to
                discharge its obligations and responsibilities with respect to Accounts,
                it being understood and agreed that the participation of any of the
                Ridge
                Indemnitees in any transaction shall not diminish, reduce or otherwise
                affect Correspondent’s indemnification obligations hereunder, except to
                the extent that such participation has been finally determined by
                a court
                of competent jurisdiction to have been caused solely and directly
                by the
                willful misconduct or gross negligence of
                Ridge;

            


    

    


    
      	 	 	
              3.

            	
              any
                defect in title to any securities purchased, sold, borrowed, delivered
                or
                transferred under this Agreement (including, without limitation,
                those
                that may have been forged, counterfeited, altered, lost or stolen),
                and
                any adverse claims with respect to any securities purchased, sold,
                borrowed, delivered or transferred under this Agreement, it being
                understood that Ridge will be deemed to be solely and exclusively
                an
                intermediary between Correspondent and Customers with respect to
                such
                securities and will be deemed to make no representations or warranties
                other than as provided with respect to intermediaries in Section
                8-306 of
                the Uniform Commercial Code;

            


    

    


    
      	 	 	
              4.

            	
              any
                claim by any contra broker or any other person arising from or relating
                to
                Ridge’s rejection of a transaction for clearance pursuant to the terms
                of
                this Agreement, or the failure by any contra broker designated by
                Correspondent to settle any transaction for an Account;
                

            


    

    


    
      	 	 	
              5.

            	
              any
                errors or discrepancies in orders as transmitted by Correspondent
                or
                Customer to Ridge;

            


    

    


    
      	
            	6.	
              the
                use of check-writing privileges pursuant to Section XXI.C. of this
                Agreement;

            


    

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              7.

            	
              any
                request by Correspondent to defer a buy-in or sell-out for an Account,
                or
                to extend the time for the making of a required margin payment by
                an
                Account, whether or not granted in whole or in part by Ridge;
                

            


    

    


    
      	 	 	
              8.

            	
              any
                guarantee by Ridge of any signatures with respect to a transaction
                in an
                Account;

            


    

    


    
      	 	 	
              9.

            	
              the
                exercise by Correspondent Parties of discretionary authority over
                any
                Account;

            


    

    


    
      	 	 	
              10.

            	
              any
                action or inaction by an agent holding a power of attorney for an
                Account
                on behalf of a principal; 

            


    

    


    
      	 	 	
              11.

            	
              any
                claim or dispute arising directly or indirectly from a Soft-Dollar
                Arrangement, Directed-Brokerage Arrangement, or Payment for Order
                Flow
                Arrangement;

            


    

    


    
      	 	 	
              12.

            	
              any
                act or omission of Correspondent, its agents, employees or customers
                which
                infringes on any patent, trade secret, copyright, trademark, or other
                intellectual property right of Ridge;
                or

            


    

    


    
      	 	 	
              13.

            	
              the
                breach by Correspondent of, or an untrue statement or omission in,
                any
                representation, warranty or covenant in this
                Agreement.

            


    

     

    
      	 	
              C.

            	
              Defense
                of Claims and Actions

            


    

    


    
      	 	 	
              If
                any claim or action is asserted or commenced against any Ridge Indemnitee
                in respect of which indemnity may be sought against Correspondent
                pursuant
                to this Agreement, such Ridge Indemnitee will notify Correspondent
                in
                writing, and Correspondent shall assume the defense of such claim
                or
                action, including the employment of counsel and payment of attorneys’ fees
                and expenses, as incurred, on behalf of such Ridge Indemnitee. Each
                Ridge
                Indemnitee against whom such claim or action is asserted or commenced
                shall have the right to employ its own separate counsel, but the
                fees and
                expenses of such separate counsel shall be at the expense of such
                Ridge
                Indemnitee unless: (1) the employment of such separate counsel shall
                have
                been authorized in writing by the Correspondent; (2) Correspondent
                shall
                not have employed counsel to conduct the defense of such Ridge Indemnitee;
                or (3) such Ridge Indemnitee shall have reasonably concluded that,
                as
                between such Ridge Indemnitee and Correspondent or between such Ridge
                Indemnitee and one or more of the other Ridge Indemnitees, there
                may be a
                conflict of interest requiring separate counsel. In the event that
                any of
                the circumstances referred to in clauses (1)-(3) of the preceding
                sentence
                occurs, the fees and expenses of the separate counsel employed by
                such
                Ridge Indemnitee shall be borne in their entirety by Correspondent,
                and
                Correspondent shall not have the right to direct the defense of such
                Ridge
                Indemnitee. In any event, Correspondent shall cooperate in the defense
                of
                any such claim or action against an Ridge Indemnitee, including,
                without
                limitation, in the effectuation of any settlement which such Ridge
                Indemnitee, in its reasonable discretion, deems appropriate, the
                costs of
                which settlement shall be borne in their entirety by
                Correspondent.

            


    

    


    
      	 	
              D.

            	
              Survival
                of Indemnities

            


    

    


    
      	 	 	
              All
                indemnification, reimbursement and payment for expense provisions
                of this
                Agreement shall survive the termination of the Agreement. Each indemnity
                under this Agreement shall also extend to the costs and expenses
                (including, but not limited to, attorneys’ fees and expenses), if any,
                incurred by any of the Ridge Indemnitees in enforcing such indemnity.
                

            


    

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    


    
      	
              XIV.

            	
              LIMITATION
                OF LIABILITY OF RIDGE

            


    

    


    
      	 	
              A.

            	
              Limitation
                of Liability

            


    

    


    
      	 	 	
              In
                no event shall Ridge be responsible to Correspondent, to any Customer,
                or
                to any other person for indirect, special, consequential or punitive
                damages arising from or relating, directly or indirectly, to this
                Agreement, regardless of whether Ridge has been advised of or might
                otherwise have anticipated the possibility of such damages. Ridge
                shall
                have no liability under this Agreement except to Correspondent.
                Notwithstanding anything to the contrary in this Agreement, Ridge
                shall
                have no liability whatsoever for any losses, damages, costs or expenses
                which are not finally determined by a court of competent jurisdiction
                to
                have been caused solely and directly by its own willful misconduct
                or
                gross negligence. Correspondent
                acknowledges and agrees that this Agreement significantly limits
                the
                liability of Ridge and that such limitation is fair and reasonable
                in
                light of the limited responsibilities of Ridge, and the amounts payable
                to
                Ridge for its services, under this
                Agreement.

            


    

    


    
      	 	
              B.

            	
              Third-Party
                Service Providers

            


    

    


    
      	 	 	
              Ridge
                may, in its sole and exclusive discretion, use third-party service
                companies to perform or assist it in the performance of selected
                services
                under this Agreement (including affiliates of Ridge). In such event,
                the
                term “Ridge” shall be deemed to include such third-party service
                companies, and the limitations of liability in Section XIV.A. of
                this
                Agreement shall apply.

            


    

    


    
      	 	
              C.

            	
              Systems
                and Communications Failures; Errors in
                Instructions

            


    

    


    
      	 	 	
              Ridge’s
                sole responsibilities with respect to any systems or communications
                failures, or any interruptions or delays in the services provided
                or to be
                provided by Ridge under this Agreement, shall be to use its best
                efforts
                to make such systems and services available as promptly as reasonably
                practicable. Ridge shall have no responsibility whatsoever for the
                accuracy of, or any errors or omissions in, any databases or securities
                information and related market and statistical information displayed,
                carried or furnished by or through its equipment or systems. Ridge
                shall
                have no responsibility whatsoever for any loss, expense or damage
                suffered
                by Correspondent, any Customer or any other person by reason of any
                interruption or delay in the transfer or receipt of funds or securities
                through the Federal Reserve Book Entry System, the Federal Funds
                Wire
                Transfer System or any similar system or from any clearing agent,
                issuer,
                broker, dealer or other third party. Ridge shall have no responsibility
                whatsoever for any failures to execute or “DK’s” directly or indirectly
                resulting from incorrect, incomplete or untimely instructions or
                any other
                failure by Correspondent, or any other person, to provide proper
                instructions. 

            


    

    


    


    
      	
              XV.

            	
              ADDITIONAL
                REPRESENTATIONS, WARRANTIES AND
                COVENANTS

            


    

    


    
      	 	
              A.

            	
              Representations,
                Warranties and Covenants of
                Correspondent

            


    

    


    
      	 	 	
              Correspondent
                represents, warrants and covenants to Ridge as
                follows:

            


    

    


    
      	 	 	
              1.

            	
              Correspondent
                is, and during the term of this Agreement shall remain, duly
                registered and in good standing as a broker-dealer with the SEC,
                a member
                firm in good standing of the NASD, and a member in good standing
                of every
                national securities exchange and association of which it is a
                member.

            


    

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              2.

            	
              Correspondent
                has all requisite authority in conformity with all Applicable Laws
                and
                Rules to enter into and perform this Agreement and has taken all
                necessary
                actions to authorize the execution of this Agreement and the performance
                of its obligations hereunder.

            


    

    


    
      	 	 	
              3.

            	
              Correspondent
                and each of the other Correspondent Parties is, and during the term
                of
                this Agreement shall remain, in full compliance with the Applicable
                Laws
                and Rules, including, but not limited to, the registration, qualification,
                capital, financial reporting, customer protection, disclosure and
                similar
                requirements of the SEC, NYSE, NASD, any other securities exchange
                or
                association of which it is a member, and every state to which jurisdiction
                it is subject. 

            


    

    


    
      	 	 	
              4.

            	
              Correspondent
                has, and during the term of this Agreement shall maintain, excess
                net
                capital in an amount that is the greater of the amount required under
                the
                Law and Rules and the amount set forth on Schedule B. Ridge may,
                in its
                sole and exclusive discretion, increase that amount if it determines
                that
                a higher amount is necessary and advisable for its protection.
                Correspondent shall immediately notify Ridge in writing in the event
                that
                Correspondent’s excess net capital falls below the greater of the amount
                required under the Applicable Laws and Rules and the amount set forth
                on
                Schedule B.

            


    

    


    
      	 	 	
              5.

            	
              All
                orders and instructions transmitted to Ridge by Correspondent shall
                be
                valid and shall have been duly and properly
                authorized.

            


    

    


    
      	 	 	
              6.

            	
              There
                is no action, suit, investigation, inquiry or proceeding (formal
                or
                informal) pending or threatened against or affecting Correspondent
                or any
                of the other Correspondent Parties, by or before any court or other
                tribunal, arbitrator, governmental agency, instrumentality or authority
                or
                any self-regulatory or clearing organization, as to which Ridge has
                not
                been informed and provided with copies of all relevant documents.
                

            


    

    


    
      	 	 	
              7.

            	
              The
                activities of Correspondent pursuant to this Agreement do not and
                during
                the term of this Agreement shall not give rise to a prohibited transaction
                within the meaning of Section 406 of ERISA, and all applicable Prohibited
                Transaction Class Exemptions shall have been complied
                with.

            


    

    


    
      	 	 	
              8.

            	
              Correspondent
                has, and during the term of this Agreement shall maintain, blanket
                bond
                insurance policies satisfactory to Ridge covering any and all acts,
                errors, and omissions of any of the Correspondent Parties and adequate
                fully to protect and indemnify Ridge against any loss, liability,
                damage,
                claim, cost or expense (including, but not limited to, attorneys’ fees and
                expenses) which Ridge may suffer or incur directly or indirectly
                as a
                result of any such act, error, or omission. Coverage to be maintained
                under such policies shall be in an amount that is the greater of
                the
                amount required under NASD Rule 3020 or NYSE Rule 319, as applicable,
                and
                an amount specified in writing by Ridge to Correspondent, and shall
                remain
                in effect during the term of this Agreement and include coverage
                for any
                claims discovered or made within at least ninety (90) calendar days
                following the termination of this Agreement. Ridge shall be expressly
                named as the beneficiary of the errors and omissions policy required
                to be
                maintained by Correspondent pursuant
                hereto.

            


    

    


    
      	 	 	
              9.

            	
              On
                or before the execution of this Agreement, Correspondent shall have
                identified in writing to Ridge each of its lines of business and any
                securities in which Correspondent makes a market. Correspondent shall
                give
                Ridge reasonable prior written notice of proposed material changes in
                its market-making activities; provided,
                however,
                that with respect to changes in the securities in which Correspondent
                proposes to act as a market maker, Correspondent shall endeavor to
                give
                such notice prior to the change only if and to the extent practical.
                

            


    

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              10.

            	
              Correspondent
                shall give Ridge at least thirty (30) business days’ prior written notice
                of any new lines of business that materially modify the mix of business
                that Correspondent is engaged in on the date of this Agreement. Such
                notice shall be required notwithstanding that such new business or
                different business mix does not affect the services to be performed
                by
                Ridge under this Agreement. In connection with any such new business
                or
                different business mix, Ridge will have the right, in its sole and
                exclusive discretion, to request additional assurances from Correspondent,
                to require Correspondent to increase the amount of its Security Deposit,
                or to terminate this Agreement.

            


    

    


    
      	 	
              B.

            	
              Representations,
                Warranties and Covenants of
                Ridge

            


    

    


    
      	 	 	
              Ridge
                represents, warrants and covenants to Correspondent as
                follows:

            


    

    


    
      	 	 	
              1.

            	
              Ridge
                is and during the term of this Agreement shall remain duly registered
                and
                in good standing as a broker-dealer with the SEC, a member firm in
                good
                standing of the NYSE and NASD, and a member in good standing of every
                national securities exchange and association of which it is a
                member.

            


    

    


    
      	 	 	
              2.

            	
              Ridge
                has all requisite authority in conformity with all Applicable Laws
                and
                Rules to enter into and perform this Agreement and has taken all
                necessary
                actions to authorize the execution of this Agreement and the performance
                of its obligations hereunder.

            


    

    


    
      	 	 	
              3.

            	
              Ridge
                has and during the term of this Agreement shall maintain net capital
                in an
                amount no less than that required by the Law and
                Rules.

            


    

    


    
      	
              XVI.

            	
              NO
                PARTNERSHIP OR AGENCY; NO SPECIAL
                TREATMENT

            


    

    


    Neither
      this Agreement nor any activity hereunder shall create a general or limited
      partnership, association, joint venture, branch or agency relationship between
      Correspondent and Ridge. Correspondent shall not hold itself out as an agent
      of
      Ridge or of any subsidiary or company controlled directly or indirectly by
      or
      affiliated with Ridge, nor shall it employ Ridge’s name in any manner that
      creates the impression that the relationship created or intended between them
      is
      anything other than that of clearing broker and introducing broker. Correspondent
      shall not, without the prior written approval of Ridge, place any advertisement
      in any newspaper, publication, periodical or any other media if such
      advertisement in any manner makes reference to Ridge or to the execution and
      clearing arrangements contemplated by this Agreement.
      Correspondent shall not, without the prior written approval of Ridge, furnish
      any link to the website(s) of Ridge or its affiliates. Should Correspondent
      in
      any way hold itself out as, advertise or otherwise represent that it is the
      agent of Ridge, Ridge shall have the right, at its option, in addition to such
      other rights and remedies as it may have, to terminate this Agreement and/or
      to
      obtain injunctive relief or any other provisional remedy in any New York federal
      or state court, and Correspondent shall be liable for any loss, liability,
      damage, claim, cost or expense (including, but not limited to, attorneys’ fees
      and expenses) sustained or incurred as a result of such representation of
      agency. No such application for a provisional remedy, however, nor any act
      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 XXI.M. of this Agreement.

    


    This
      Agreement is not intended, nor shall it be construed, to bestow upon
      Correspondent any special treatment regarding any other arrangements, agreements
      or understandings that exist or may hereafter exist between the parties or
      their
      affiliates. Neither party shall have any obligation to deal with the other
      in
      any capacity other than as set forth in this Agreement.

    


    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    


    
      	
              XVII.

            	
              CONFIDENTIALITY;
                EMPLOYEES

            


    

    


    
      	 	
              A.

            	
              Confidentiality

            


    

    


    
      	 	 	
              Correspondent
                and Ridge shall each keep confidential any information acquired as a
                result of this Agreement regarding the business and affairs of the
                other,
                except such information as may be required to be disclosed pursuant
                to
                subpoena, court order or in any regulatory or self-regulatory inquiry,
                investigation, proceeding or other matter (collectively, an “Inquiry”), or
                as may be required to be disclosed under this Agreement. Except as
                otherwise prohibited by law, Correspondent and Ridge will each give
                the
                other prompt notice of the receipt of any Inquiry prior to such party’s
                disclosing information in connection therewith. Correspondent agrees
                not
                to disclose the terms of this Agreement to any person or entity except
                to
                regulatory bodies with appropriate jurisdiction and to authorized
                employees of Correspondent on a need-to-know basis. Any other publication
                or disclosure of the terms of this Agreement may be made only with
                the
                prior written consent of Ridge. The confidentiality provisions of
                this
                Agreement shall survive the termination of this
                Agreement.

            


    

    


    
      	 	
              B.

            	
              Employees

            


    

    


    
      	 	 	
              Without
                Ridge’s prior written consent, Correspondent shall not solicit, or engage
                in negotiations with, any person who is, or within the preceding
                twelve
                   (12) months has been, employed by Ridge or by any affiliate of
                Ridge.
                

            


    

    


    
      	
              XVIII.

            	
              TERM
                AND TERMINATION

            


    

    


    
      	 	
              A.

            	
              Term

            


    

    


    
      	 	 	
              The
                initial term of this Agreement shall commence upon its approval by
                the
                NYSE and shall continue until the date which is five years from the
                date
                that the Services are first provided on a live basis (the “Initial Term”).
                The end of the Initial Term shall be referred to as the “Initial
                Expiration Date.” 

            


    

    


    The
      term
      of this Agreement shall continue for successive one-year periods after the
      Initial Term and this Agreement shall be deemed to have been extended for such
      one-year periods as of the Initial Expiration Date and each anniversary of
      the
      Initial Expiration Date, provided that written notice of termination is not
      provided (1) by Correspondent at least sixty (60) calendar days in advance
      of
      the commencement of any such one-year period or (2) by Ridge at least one
      hundred and eighty (180) calendar days in advance of the commencement of any
      such one-year period.

    


    
      	 	
              B.

            	
              Termination

            


    

    


    
      	 	 	
              Notwithstanding
                the foregoing, Ridge may terminate this Agreement, in accordance
                with the
                procedures set forth below, whether prior to or after the Initial
                Expiration Date, upon the occurrence of an “Event of Default”. For
                purposes hereof, an “Event of Default” shall occur
                if:

            


    

    


    
      	 	 	
              1.

            	
              Correspondent
                fails to perform or observe any term, covenant or condition to be
                performed hereunder and such failure continues unremedied for a period
                of
                thirty (30) days after receipt of written notice from Ridge specifying
                the
                failure and demanding that Correspondent remedy its default;
                

            


    

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              2.

            	
              any
                material representation or warranty made by Correspondent hereunder
                proves
                false or misleading at any time in any material respect and such
                breach
                continues unremedied for a period of ten (10) days after Correspondent
                becomes aware of the breach;

            


    

    


    
      	 	 	
              3.

            	
              Correspondent
                is enjoined, censured, suspended, prohibited, or otherwise unable
                to
                engage in all or a material portion of its securities business as
                a result
                of any administrative or judicial proceeding or action by the SEC,
                any
                state securities law administrator, any national securities exchange,
                or
                any self-regulatory organization or governmental body having jurisdiction
                over Correspondent; or

            


    

    


    
      	 	 	
              4.

            	
              Correspondent
                is adjudicated bankrupt or insolvent or a trustee or similar creditors’
                representative is appointed by court order; or any property of
                Correspondent is sequestered by court order and such order remains
                in
                effect for more than thirty (30) calendar days; or a petition is
                filed by
                or against Correspondent either voluntarily or involuntarily 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 thirty (30) calendar
                days
                after such filing; or Correspondent 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 for itself or for any property held
                by
                it.

            


    

    


    
      	 	 	
              Correspondent
                shall promptly advise Ridge in writing upon the occurrence of any
                event
                which constitutes, or with the passage of time would constitute,
                an Event
                of Default under this Agreement. Upon the occurrence of an Event
                of
                Default under subsections (1) or (2) above, Ridge may, at its option,
                by
                notice in writing to Correspondent, declare this Agreement terminated,
                and
                such termination shall be effective as of the date such notice is
                delivered or such later date as may be designated by Ridge in such
                notice.
                Upon the occurrence of an Event of Default under subsections (3)
                or (4)
                above, this Agreement shall immediately and automatically terminate
                without notice or any further action by Ridge.


            


    

    


    
      	 	
              C.

            	
              Changes
                in the Applicable Laws and
                Rules

            


    

    


    
      	 	 	
              Notwithstanding
                any provision hereof, Ridge may, in its sole and exclusive discretion,
                amend the fees that it charges Correspondent if there is a material
                increase in its costs as a result of a change in the Applicable Laws
                and
                Rules. Ridge agrees to give prior written notice to Correspondent
                of any
                such amendment at least 180 days prior to the amendment (if Ridge
                has at
                least 180 days’ notice of such material increase in its costs) or a number
                of days’ notice, not less than 60 days, which is equal to the number of
                days’ notice that Ridge has of such material increase in its costs (if
                Ridge has less than 180 days’ notice of such material increase in its
                costs). Upon receipt of such written notice, Correspondent will have
                the
                right to terminate this Agreement during such notice period.
                

            


    

    


    
      	 	
              D.

            	
              Changes
                in Control, Management or Business
                Mix

            


    

    


    
      	 	 	
              Notwithstanding
                any provision hereof, this Agreement may be terminated by Ridge at
                any
                time, upon written notice to Correspondent, if there is a change
                in
                control or a material change in the management of Correspondent,
                or in the
                scope, nature, or extent of the transactions effected in the Accounts
                or
                in the business mix of Correspondent, in each case without the prior
                written approval of Ridge. For purposes hereof, a change in the business
                mix of Correspondent shall include, without limitation, a change
                in the
                market-making activities of Correspondent. Correspondent shall immediately
                advise Ridge in writing upon the occurrence of any of the events
                described
                in this Section.

            


    

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              E.

            	
              Termination
                Fee

            


    

    


    
      	 	 	
              In
                the event that this Agreement is terminated by Correspondent in a
                manner
                which is not expressly permitted herein (i.e., a termination for
                its
                “convenience) or by Ridge in a manner which is expressly permitted
                herein
                (i.e., a termination for other than for its “convenience), prior to the
                Initial Expiration Date, Correspondent shall pay to Ridge a termination
                fee (the “Termination Fee”) equal to the sum of (1) the early termination
                fee set forth on schedule B, and (2) an amount equal to the costs
                and
                expenses of Ridge incurred in connection with the conversion of Accounts
                pursuant to Section XVIII.F. of this Agreement, which amount shall
                in no
                event be less than $10,000. Correspondent shall pay the Termination
                Fee,
                in immediately available U.S. funds, within ten (10) calendar days
                of
                receipt of a written statement from Ridge setting forth the costs
                and
                expenses comprising the Termination Fee. 

            


      	 	 	 


      	 	 	In the event that Correspondent is the subject of
              the
              issuance of a protective decree pursuant to the Securities Investor
              Protection Act of 1970 (15 USC 78aaa-III), Ridge’s claim for a payment of
              a termination fee under this Agreement shall be subordinate to claims
              of
              Correspondent’s customers that have been approved by the trustee appointed
              by the Securities Investor Protection Corporation pursuant to the issuance
              of such protective decree.


    

    


    
      	 	
              F.

            	
              Conversion
                of Accounts 

            


    

     

    
      	
            	 	
              Upon
                termination of this Agreement for any reason, it shall be Correspondent’s
                responsibility to arrange for the conversion of the Accounts to another
                broker for clearing and/or execution services. Correspondent shall
                promptly upon termination give Ridge written notice of the name of
                such
                other broker, the anticipated date on which it shall commence acting
                as
                clearing broker with respect to the Accounts, and the name of the
                individual(s) within that organization whom Ridge can contact to
                coordinate the conversion. Correspondent shall also provide Ridge
                with
                Correspondent’s written undertaking, in a form acceptable to Ridge, that
                such other broker shall accept on conversion all Accounts then maintained
                by Ridge for such Correspondent. If Correspondent fails to provide
                Ridge
                with the notice and undertaking referred to above, Ridge may, at
                the sole
                expense of Correspondent, give Customers such notice of termination
                of
                this Agreement as Ridge deems appropriate and make such other arrangements
                as Ridge deems appropriate for transfer or delivery of the Accounts.
                Ridge
                will provide reasonable assistance to Correspondent in de-converting
                Accounts from the systems of Ridge. Correspondent shall promptly
                pay to
                Ridge reasonable expenses incurred by Ridge in processing the
                de-conversion.

            


    

    


    
      	 	
              G.

            	
              Survival

            


    

    


    
      	 	 	
              Termination
                of this Agreement shall not affect any of the rights or liabilities
                of the
                parties relating to business transacted prior to the effective date
                of
                such termination. From the date of termination until transfer or
                delivery
                of all Accounts, the rights and liabilities of the parties relating
                to any
                business transacted after such termination shall be governed by the
                same
                terms as those set forth in this
                Agreement.

            


    

    


    
      	 	
              H.

            	
              No
                Obligation to Release Correspondent
                Accounts

            


    

    


    
      	 	 	
              Subject
                to Ridge’s obligation to refund cash or securities in the Settlement
                Account within 30 days after termination of this Agreement in accordance
                with Section X.B. above, Ridge shall not be required to release to
                Correspondent any securities or cash held by Ridge for Correspondent
                in
                one or more Accounts of Correspondent until all amounts owing to
                Ridge
                pursuant to the provisions of this Agreement are paid in full and
                Correspondent’s outstanding obligations (including any disputed
                obligations) to Ridge are determined and satisfied and any property
                of
                Ridge in the possession of Correspondent is returned to
                Ridge.

            


    

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

    


    
      	
              XIX.

            	
              ACTIONS
                AGAINST CUSTOMERS

            


    

    


    
      	 	
              If
                Correspondent is unable or unwilling to pursue a claim against any
                Customer, Ridge shall have the right, but not the obligation, in
                its sole
                and exclusive discretion, to institute and prosecute in either its
                own
                name or, at Ridge’s option, in the name of Correspondent, any action or
                proceeding against any Customer as to any controversy or claim arising
                (directly or indirectly) out of any transaction with Ridge, Correspondent
                or any Customer, and nothing contained in this Agreement shall be
                deemed
                or construed to impair or prejudice such right in any way whatsoever,
                nor
                shall the institution or prosecution of any such action or proceeding
                relieve Correspondent of any liability or responsibility which
                Correspondent would otherwise have under this Agreement. Correspondent
                hereby assigns to Ridge such rights against Customers, and, upon
                the
                request of Ridge, agrees to execute such other and further instruments
                or
                documents, as are reasonably necessary or appropriate to carry out
                the
                intent of this Section.

            


    

    


    
      	
              XX.

            	
              NOTICES

            


    

    


    
      	 	
              Except
                as otherwise expressly provided herein, any notice or instruction
                required
                or permitted to be given under this Agreement shall be in writing,
                shall
                be effective upon receipt, and shall be sent by hand or by certified
                mail,
                in either case, return receipt requested, to the parties at the following
                addresses, or at such other address as to which notice in writing
                shall
                have been given: 

            


    

    


    If
      to
      Ridge:

    


    Ridge
      Clearing & Outsourcing Solutions, Inc.

    55
      Water
      Street

    New
      York,
      New York 10041

    Fax
      No:
      (212) 747-2079

    Attn:
      General Counsel

    


    If
      to
      Correspondent:

    


    Hudson
      Securities Inc. 

    111
      Town
      Square Place

    Jersey
      City, New Jersey 07310

    Fax
      No.:
      (201)

    Attn:
      Keith Knox, President

    


    
      	
              XXI.

            	
              MISCELLANEOUS

            


    

    


    
      	 	
              A.

            	
              Exchange
                of Information

            


    

    


    
      	 	 	
              Each
                party shall promptly supply the other with all appropriate information
                in
                its possession necessary or appropriate to enable the other party
                properly
                to perform its obligations under this
                Agreement.

            


    

    


    
      	
            	B.	
              Exception
                and Other Reports

            


    

    


    
      	 	 	
              At
                the time of execution of this Agreement, and annually thereafter,
                Ridge
                will provide to Correspondent a list of exception and other reports
                it can
                make available to Correspondent, and the cost therefor, which may
                assist
                Correspondent in complying with regulatory requirements, supervising
                and
                monitoring the Accounts, and meeting its obligations under this Agreement.
                Correspondent specifically acknowledges that such reports may not
                be
                inclusive of all of the exception and other reports necessary for
                Correspondent to comply with its regulatory
                obligations.

            


    

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              At
                each time specified in the paragraph above, Correspondent shall promptly
                designate in writing to Ridge which, if any, of such reports Correspondent
                requires during the succeeding twelve months, and Ridge will thereafter
                provide such designated reports to Correspondent. Within thirty (30)
                days
                of July 1 of each year, Ridge will give written notice to Correspondent’s
                chief executive and compliance officer identifying the list of reports
                offered to Correspondent and those reports that were actually requested
                by
                Correspondent. A copy of the written notice will also be provided
                to
                Correspondent’s designated examining authority (or, if none, to its
                appropriate regulatory agency or authority). It shall be the sole
                responsibility of Correspondent to determine whether additional reports
                are necessary for Correspondent to meet its regulatory obligations,
                and to
                obtain and use such reports. Ridge will retain the data from which
                each of
                such reports was produced for at least six (6) years in a manner
                sufficient for Ridge to reproduce the
                report.

            


    

    


    Notwithstanding
      the foregoing, Correspondent shall itself maintain reports, records and
      regulatory filings required to be kept by Correspondent by this
      Agreement.

    


    
      	 	
              C.

            	
              [Intentionally
                Omitted]

            


    

    


    
      	
            	D.	
              Credit
                Investigations

            


    

    


    Both
      Ridge and Correspondent shall have the right to investigate, or to cause a
      third
      party to investigate, the other party’s credit.

    


    
      	
            	E.	
              Tape
                Recording

            


    

    


    Both
      Ridge and Correspondent shall have the right to record telephone conversations
      between themselves, and both Ridge and Correspondent waive any right to further
      notice of any such recording. 

    


    
      	 	
              F.

            	
              No
                Third-Party
                Beneficiaries

            


    

    


    
      	 	 	
              Except
                as otherwise provided in Section XXI.K of this Agreement, this Agreement
                is between Ridge and Correspondent only, and is not intended to confer
                any
                benefits or rights upon any Customers or other persons not expressly
                made
                parties hereto (other than Ridge Indemnitees).


            


    

    


    
      	 	
              G.

            	
              Customer
                Agreements

            


    

    


    
      	 	 	
              All
                customer agreements used by Correspondent shall be provided by Ridge
                or,
                alternatively, by Correspondent at its expense and pre-approved in
                writing
                by Ridge. In the event that any customer agreement is prepared by
                Correspondent, Correspondent agrees to designate Ridge as a beneficiary
                of
                each of Customer’s representations, warranties, acknowledgments and
                covenants in the customer agreement to the same extent as if such
                representations, warranties, acknowledgments and covenants were made
                directly by Customer to Ridge, and that Ridge, in its own name and
                for its
                own benefit, shall be entitled to enforce such provisions and all
                other
                rights granted to Correspondent directly against
                Customer.

            


    

    


    
      	 	
              H.

            	
              Competition

            


    

    


    
      	 	 	
              Nothing
                herein shall restrict or be deemed to restrict the right of Ridge
                or any
                affiliate of Ridge to compete with Correspondent in any or all aspects
                of
                Correspondent’s business. Notwithstanding the foregoing, Ridge’s current
                business lines currently include only the provision of clearing and
                outsourcing services and Ridge has no present intention of getting
                into or
                competing with Correspondent’s market making
                business.

            


    

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              I.

            	
              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 or remedy under this Agreement or under the Applicable
                Laws and Rules, or the single or partial exercise of any such right
                or
                remedy, shall not be construed to be a waiver of any such rights
                or
                remedies, or to limit the exercise of such rights or
                remedies.

            


    

    


    
      	
            	J.	
              Merger;
                Amendment

            


    

    


    
      	 	 	
              This
                Agreement represents the entire agreement between the parties and
                supersedes all other understandings and agreements between the parties
                with respect to the subject matter hereof. This Agreement may not
                be
                amended except by a writing signed by the parties hereto.
                

            


    

    


    
      	
            	K.	
              Assignment

            


    

    


    
      	 	 	
              This
                Agreement shall be binding upon and inure to the benefit of the respective
                successors and authorized assigns of the parties. Correspondent shall
                provide Ridge with thirty (30) business days’ prior written notice of any
                proposed change in control. Correspondent may not assign this Agreement,
                or assign or delegate any of its rights or obligations hereunder,
                without
                the prior written consent of Ridge, which consent shall not be
                unreasonably withheld. Ridge may assign this Agreement or assign
                or
                delegate any of its rights or obligations hereunder to any affiliate
                of
                Ridge without Correspondent’s consent if such affiliate executes and
                delivers to Correspondent an assumption agreement pursuant to which
                such
                affiliate assumes all such obligations of Ridge under this Agreement
                as
                have been delegated to it. Correspondent consents and agrees to the
                assignment and transfer by Ridge of its rights and obligations hereunder
                at any future time resulting from a merger, sale of all or a substantial
                portion of its assets, liquidation or otherwise of all Accounts covered
                by
                this Agreement (including, but not limited to, all securities positions,
                credit and debit balances contained therein) to any such successor
                organization or assignee, including any registered broker and/or
                dealer
                that owns any of Ridge’s capital stock, and such assignment shall be
                binding upon the undersigned, its successors, and
                assigns.

            


    

    


    
      	 	
              L.

            	
              Governing
                Law

            


    

    


    
      	 	 	
              This
                Agreement shall be governed by and construed in accordance with the
                laws
                of the State of New York, without regard to its conflict of laws
                principles.

            


    

    


    
      	 	
              M.

            	
              Arbitration

            


    

    


    
      	 	 	
              Any
                dispute or controversy arising out of or relating in any way to this
                Agreement, including, without limitation, any dispute or controversy
                that
                might give rise directly or indirectly to a class action or putative
                class
                action, shall be submitted to arbitration before the NYSE (conducted
                pursuant to NYSE Rules), or, if Correspondent is not a NYSE member,
                any
                other self-regulatory organization or exchange chosen by Ridge that
                has
                jurisdiction over the dispute or controversy. Arbitration must be
                initiated by service upon the other party of a written demand for
                arbitration or notice of intention to arbitrate. Judgment upon any
                award
                rendered by the arbitrator(s) shall be final, and may be entered
                in any
                court, state or federal, having
                jurisdiction.

            


    

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              N.

            	
              Customer
                Actions

            


    

    


    
      	 	 	
              In
                the event of an arbitration or court action in which a Customer has
                asserted a claim against Ridge or an affiliate thereof, Correspondent
                agrees that (1) it shall submit to the jurisdiction of any such forum
                in
                which such claim is brought, and (2) it shall accept service of process
                for any such claim. Service of process in any such action or arbitration
                shall be sufficient if served on Correspondent by certified mail,
                return
                receipt requested, at the address provided for the delivery of notices
                under this Agreement.

            


    

    


    
      	 	
              O.

            	
              Temporary
                or Provisional Relief

            


    

    


    
      	 	 	
              Notwithstanding
                Section XXI.M. of this Agreement, Ridge may, at any time prior to
                an
                initial arbitration hearing with respect to any dispute or
                controversy relating to or arising out of this Agreement, obtain
                upon
                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 any temporary or provisional relief or remedy that 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 provisional
                or
                temporary relief decided by the court to which it is made and that
                such
                application shall not be referred to or settled by arbitration. Process
                in
                any such proceeding shall be sufficient if served on Correspondent
                by
                certified mail, return receipt requested, at the address provided
                above
                for the delivery of notices under this Agreement. In this connection,
                Correspondent expressly waives any defense (1) to personal jurisdiction,
                (2) to service of process in the manner set forth above, and (3)
                to venue.
                No such application to a court for provisional or temporary relief,
                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 settled by arbitration
                in
                accordance with Section XXI.M. of this
                Agreement.

            


    

    


    
      	 	
              P.

            	
              Force
                Majeure

            


    

    


    
      	 	 	
              Ridge
                shall not be liable for losses caused directly or indirectly by government
                restrictions, exchange or market rulings, suspension of trading,
                labor
                strike, war, act of civil or military authority, sabotage, terrorism,
                epidemic, flood, earthquake, fire, or other natural disaster, or
                any other
                conditions or occurrences beyond Ridge’s reasonable
                control.

            


    

    


    
      	
            	Q.	
              Headings

            


    

    


    
      	 	 	
              The
                headings contained herein have been inserted for convenience and
                ease of
                reference only and shall not be construed to affect the meaning,
                construction or effect of this
                Agreement.

            


    

    


    
      	 	
              R.

            	
              Enforceability

            


    

    


    
      	 	 	
              If
                any provision or condition of this Agreement is held to be invalid
                or
                unenforceable by any court, arbitration tribunal or regulatory or
                self-regulatory agency or body, 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.

            


    

    


    
      	 	
              S.

            	
              Counterparts

            


    

    


    
      	 	 	
              This
                Agreement may be executed in counterparts, each of which shall constitute
                an original, and all of which together shall constitute one and the
                same
                agreement.

            


    

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              T.

            	
              Sole
                and Exclusive
                Discretion

            


    

    


    All
      provisions in this Agreement that permit Ridge to exercise its “sole and
      exclusive discretion” shall be deemed to require that (i) Ridge act in good
      faith when exercising its discretion, (ii) if practical under the circumstances,
      Ridge shall give notice of its intentions prior to taking action, and if not
      practical prior to the action, Ridge shall give notice of its action to
      Correspondent promptly thereafter, and (iii) upon the request of a senior
      officer of Correspondent, the parties shall meet to discuss Ridge’s rationale
      behind its discretionary act, and the parties shall work in good faith to
      resolve any disputes regarding such actions. 

    


    IN
      WITNESS WHEREOF the parties have executed this Agreement as of the date first
      written above.

    


    
      	
              RIDGE
                CLEARING & OUTSOURCING SOLUTIONS, INC.

            
	 	 
	
              By:

            	
              /s/
                Joseph Barra

            
	 	
                Joseph
                Barra

            
	 	
               
                President

            
	 	 
	
              HUDSON
                SECURITIES INC.

            
	 	 
	 	 
	
              By:

            	
              /s/
                Martin Cunningham

            
	 	
               
                Martin Cunningham

            
	 	
               
                Chief Executive Officer

            


    

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    [CORRESPONDENT
      LETTERHEAD]

    


    Dear
      Customer:

    


    [Correspondent]
      has a contractual arrangement with Ridge & Outsourcing Services, Inc.
      (“Ridge”) for the performance of clearance services. In accordance with NYSE
      Rule 382, this letter is intended to inform you, as the holder of an account
      with us, of the allocation of responsibilities between [Correspondent] and
      Ridge. It is intended to be a general disclosure, not a definitive enumeration
      of each and every responsibility. Nothing in this letter shall be deemed to
      delegate to Ridge any regulatory requirement or contractual obligation of our
      firm. We are not an affiliate or subsidiary of Ridge, its parent corporation,
      or
      any of Ridge’s affiliated companies; nor are we registered representatives or
      other persons employed by Ridge, its parent corporation, or affiliated
      companies. 

    


    You
      have
      appointed our firm to act as your agent for the purpose of carrying out your
      directions with respect to your purchases and sales of securities, disbursements
      of funds, transfers of securities, and related activities. Ridge has been
      informed that we are authorized to place and cancel orders and take such other
      steps as are reasonable to carry out your directions. Until receipt of your
      written notice to the contrary, Ridge may accept instructions for your account
      from us without inquiry or investigation by Ridge including, without limitation,
      instructions with respect to the disbursement of funds and the transfer of
      securities. Ridge is not responsible or liable for any of our acts or omissions
      or those of our employees, nor is it responsible for any indirect or
      consequential damages under any circumstances. As between you and Ridge, you
      shall be responsible for any action Ridge takes in or for your account based
      upon instructions Ridge receives from either you or our firm. In the event
      that
      you maintain a delivery versus payment account, you agree to furnish your agent
      with instructions for the delivery or receipt of securities promptly upon
      receipt of confirmation (or the relevant data as to execution), which will
      be no
      later than (i) the close of business on the second business day after execution
      for purchases, and (ii) the close of business on the first business day after
      execution for sales. Both Ridge and we have the right to reject any proposed
      transaction in your account.

    


    You
      understand that Ridge does not act as a fiduciary, investment adviser or solicit
      orders, that Ridge does not advise you or us or make any investigation or
      determination on any matters pertaining to the suitability of any order; offer
      any opinion, judgment or other type of information pertaining to the nature,
      value, potential or suitability of any particular investment; or review the
      appropriateness of investment advice given or transactions entered by our firm
      or any other person on your behalf. Ridge neither controls, audits or otherwise
      supervises the activities of our firm or its registered representatives, nor
      does it verify information provided by our firm regarding your account,
      including any transactions therein.

    


    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

       

    

    We
      shall
      at all times be solely and exclusively responsible for:

    


    
      	 	
              ·

            	
              Opening,
                approving, servicing, and monitoring your account, including obtaining
                and
                verifying your new account
                information.

            


    

    


    
      	 	
              ·

            	
              Obtaining
                personal information from you, including your investment
                objectives.

            


    

    


    
      	 	
              ·

            	
              Reviewing
                your account and all orders for that account, which includes supervising
                all investment advice we give and, if your account is a discretionary
                account, supervising the exercise of such
                discretion.

            


    

    


    
      	 	
              ·

            	
              Accepting
                orders and arranging for execution of your transactions, and establishing
                procedures for reviewing and transmitting orders prior to
                execution.

            


    

    


    
      	 	
              ·

            	
              Determining
                commissions, mark-ups or other fees charged for your
                transactions.

            


    

    


    
      	 	
              ·

            	
              Transmitting
                instructions concerning your account to Ridge either generally or
                in
                connection with tender or exchange offers or any other form of corporate
                reorganization, unless Ridge accepts instructions directly from
                you.

            


    

    


    
      	 	
              ·

            	
              Ensuring
                that securities sold by you may be transferred without restriction
                or that
                transfer restrictions have been complied
                with.

            


    

    


    
      	 	
              ·

            	
              Complying
                with all laws, rules and regulations applicable to any arrangement
                or
                understanding that we may have: (i) to rebate to you any funds, including,
                without limitation, any portion of any commission, mark-up, mark-down,
                fee, or other charge or to pay on your behalf the cost of any service
                or
                product, or (ii) to provide research or other services to any agent
                exercising authority over your account (including, without limitation,
                investment discretion).

            


    

    


    
      	 	
              ·

            	
              The
                conduct of your account and ensuring that all the transactions or
                transfers therein are in compliance with all applicable laws, rules
                and
                regulations. Such responsibility includes, without limitation: (i)
                knowing
                all persons holding power of attorney over your account; (ii) selecting,
                investigating, training, and supervising all personnel who open,
                approve,
                authorize or review transactions in your account; (iii) establishing
                written procedures for the conduct of your account and maintaining
                compliance and supervisory personnel adequate to implement such
                procedures; (iv) determining the suitability and legality of all
                transactions in your account; and (v) determining the appropriateness
                of
                the frequency of trading in your
                account.

            


    

    


    
      	 	
              ·

            	
              Receiving
                and delivering funds and securities (except where you either deliver
                funds
                or securities directly to Ridge or you receive a check directly from
                Ridge), and enforcing Ridge’s initial margin and maintenance margin
                requirements.

            


    

    


    
      	 	
              ·

            	
              Supplying
                all documentation required by Ridge. Ridge at all times has the right,
                reasonably exercisable in its sole and exclusive discretion, to refuse
                to
                accept orders for your account, which right it may exercise where,
                for
                example, it has not received the necessary documentation of funds
                for your
                account.

            


    

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    Ridge
      will be responsible for the following services provided at our request as
      contemplated by the contractual arrangement between our firms:

    


    
      	 	
              ·

            	
              Any
                extensions of credit to you, which includes complying with Regulation
                T of
                the Federal Reserve Board, determining maintenance margin, paying
                and
                charging interest and rehypothecation or loan of any of your margin
                securities.

            


    

    


    
      	 	
              ·

            	
              Maintaining
                account records on your behalf with such name(s) and address(es)
                as
                provided by our firm.

            


    

    


    
      	 	
              ·

            	
              Keeping
                custody of funds and securities (while they are in Ridge’s physical
                possession), and segregating such funds and securities as required
                by
                applicable law.

            


    

    


    
      	 	
              ·

            	
              Preparing
                and transmitting to you on our behalf confirmation of trades and
                monthly
                or, if appropriate, quarterly account statements. Such confirmations
                and
                statements shall rely, in whole or in part, on information provided
                by our
                firm.

            


    

    


    Unless
      we
      receive a written communication from you to the contrary, your understanding
      of
      and acceptance of the allocation of responsibilities described herein is
      acknowledged and reaffirmed each time you enter an order with us.

    


    Any
      questions you may have concerning the conduct of your account should be
      addressed directly to [our Compliance Officer, _____, at _________].


    


    Very
      truly yours,

    


    [Correspondent]

    


    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

    


    ADDENDUM
      TO CLEARING

    AGREEMENT
      FOR SECURITIES

    CLEARANCE
      SERVICES FOR PRIME BROKERAGE

    


    Dear
      Correspondent:

    


    We
      refer
      to a certain agreement for securities clearance services currently in effect
      between you and Ridge & Outsourcing Services, Inc. (the “Clearing
      Agreement”).

    


    This
      Addendum conforms to the requirements outlined in a no-action letter, issued
      by
      the Securities and Exchange Commission (the “SEC”) on or about January 25, 1994
      (the “No-Action Letter”), which sets forth the requirements for maintaining a
      prime brokerage arrangement.

    


    The
      purpose of this Addendum is to set forth the obligations and responsibilities
      of
      Ridge when you act as an executing broker in a prime brokerage arrangement.
      When
      you act as the “executing broker,” as such term is defined in the No-Action
      Letter, Ridge acts as your clearing agent and the prime broker settles such
      transactions and carries the positions for the customer. All defined terms
      herein shall have the same meanings as provided in the Clearing
      Agreement.

    


    
      1.You
        hereby agree as follows:

    

    


    a) You
      will
      notify Ridge in advance with respect to each account for which you intend to
      act
      as an executing broker in a prime brokerage arrangement.

    


    b) As
      agreed
      to by you and Ridge, you are solely and exclusively responsible for the conduct
      of the customer’s account, including, but not limited to, the responsibilities
      to “know your customer,” determine the suitability of all transactions, obtain
      all proper documentation (including, but not limited to, all new account
      documents), and conduct your own credit review of the customer.

    


    c) Prior
      to
      effecting a short sale, you shall be responsible for verifying with Ridge that
      all orders effected by you will comply with all applicable short sale provisions
      in the applicable rules and regulations, including, but not limited to,
      Regulation SHO, SEC Rule 10a-1 and NASD Rule 3350, and you will be responsible
      for verifying that securities can be borrowed in order to effect a timely
      delivery against each short sale.

    


    d) In
      the
      event of any execution error or trade discrepancy between a trade as executed
      and a trade as recorded in the customer’s account with the prime broker, you
      shall be responsible for correcting such error or resolving such discrepancy
      with Ridge or your customer in accordance with securities industry practice.
      You
      shall be liable to Ridge for any and all losses, including, without limitation,
      expenses caused thereby, and Ridge will have no liability to you or the customer
      under any circumstances. You agree to indemnify and hold Ridge harmless from
      and
      against and pay promptly on demand any loss, liability, damage, claim, cost
      or
      expense (including, but not limited to, the reasonable fees and expenses of
      counsel), in each case as incurred, arising out of or incurred in connection
      with such discrepancy or error.

    


    e) You
      shall
      retain in your possession copies of all agreements that are necessary to enable
      you to execute prime brokerage trades and, except to the extent undertaken
      by
      Ridge in the Clearing Agreement, you shall preserve all records relating to
      such
      trades, as required of an executing broker by the applicable rules and
      regulations and the No-Action Letter.

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

    


    
      2.Ridge
        hereby agrees as follows:

    

    


    a) Ridge
      will, on your behalf and pursuant to your instructions, inform the prime broker
      of all trade data, including the contract amount, security involved, number
      of
      shares or number of units, and whether the transaction was a long or short
      sale
      or a purchase, by the morning of the next business day after trade
      date.

    


    b) Ridge
      will treat the customer as its own customer and record the transactions in
      a
      cash or margin account at Ridge. Ridge will treat all disaffirmed and “DK’d”
trades as normal customer transactions. If the disaffirmed or “DK’d” trade is a
      short sale, Ridge will treat the transaction as if it had been executed in
      a
      customer margin account.

    


    c) Ridge
      will not extend, or arrange for a prime broker to extend, credit on a security
      sold by Ridge to the customer if Ridge was a member of a selling syndicate
      or
      group within the prior thirty (30) days.

    


    d) Ridge
      will be responsible for issuing confirmations directly to the customer for
      each
      trade executed by you at Ridge, unless Ridge receives written instructions
      from
      the customer explicitly requesting that the confirmations be sent to the
      customer in care of its prime broker, in which case Ridge will send the
      confirmations to such customer in care of the prime broker. In the event that
      a
      trade is disaffirmed or “DK’d”, Ridge will promptly send a confirmation of the
      transaction to the customer in the manner described above.

    


    e) If
      a
      customer account, introduced by you to Ridge, is managed by an investment
      advisor, each confirmation may cover a single bulk trade representing
      transactions that have been combined with those of other accounts managed by
      such investment advisor.

    


    f) Ridge
      will keep and preserve records, as required by SEC Rule 17a-3, relating to
      trades placed with Ridge pursuant to a prime broker arrangement.

    


    3. Ridge
      hereby represents, warrants and covenants that it has and during the term of
      this Addendum shall maintain the minimum net capital required by the applicable
      rules and no-action letters.

    


    4. All
      of
      the terms and conditions of the Clearing Agreement remain in full force and
      effect except insofar as a conflict exists between the provisions thereof and
      this Addendum, in which event the term or condition of this Addendum shall
      supersede the conflicting term or condition of the Clearing Agreement, but
      only
      to the extent of the conflict.

    


    5. The
      terms
      of this Addendum may not be amended or waived unless agreed to in writing by
      both parties.

    


    Kindly
      acknowledge acceptance and agreement to this Addendum by signing in the space
      provided.

    


    ACCEPTED
      AND AGREED:

    
      	
              HUDSON
                SECURITIES INC.

            	 	
              RIDGE
                CLEARING & OUTSOURCING

              SOLUTIONS,
                INC.

            
	 	 	 
	
              By:

            	 	 	
              By:

            	 
	 	
              (Authorized
                Signature)

            	 	 	
              (Authorized
                Signature)

            
	 	 	 	 	 
	 	
              (Print
                Name/Title/Date)

            	 	 	
              (Print
                Name/Title/Date)

            


    

    


    
      
        
        

      

      
        -41-