Exhibit 99.1



Fully Disclosed Clearing Agreement

This agreement
(the "Agreement") is made between Legent Clearing LLC, ("Clearing Broker"), and Network 1
Financial Securities, Inc. ("Correspondent"), having the form oforganization set forth
below.

Recitals

WHEREAS,
Correspondent desires that Clearing Broker shall provide certain services (the "Services") to Correspondent with respect to accounts
of introduced customers (individually, a "Customer", collectively, the "Customers") and proprietary accounts (collectively, "Accounts")introduced to Clearing Broker by Correspondent, which include: (i) executing, clearing
andsettling securities transactions ("Transactions") on behalf of Correspondent;
(ii) preparing anddelivering confirmations of Transactions and periodic Account statements;
(iii) extending credit("Margin") to Accounts; (iv) performing cashiering functions,
including, but not limited to,receiving and delivering checks, funds and securities
and collecting commissions and other feesof Correspondent; (v) safeguarding Account
funds and securities; and (vi) maintaining booksand records with respect to the Accounts;

WHEREAS,
the parties are subject to certain state and federal laws and regulations relatingto
securities markets and transactions and the customs and usages, rules, by-laws, andconstitutions
of the Securities and Exchange Commission (the "SEC"), the Financial IndustryRegulatory
Authority ("FINRA"), any national orregional securities exchange ("Exchange"),any
registered clearing agencies, the Board of Governors of the Federal Reserve System, or theUnited
States Department of the Treasury (collectively, the "Applicable Rules");

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

WHEREAS,
Correspondent is a securities broker/dealer and desires to utilize the Servicesas
provided in this Agreement in accordance with the Applicable Rules.

NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth andother
good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged,
Clearing Broker and Correspondent hereby covenant and agree as follows:

Section 1. General Provisions

1.1
Incorporation of Recitals.The above recitals are hereby incorporated as an integralpart
of this Agreement as if fully set forth herein.

1.2
No Agency or Partnership Created.Nothing contained in this Agreement shall be deemed to create a partnership, joint venture
or agency relationship between Clearing Brokerand Correspondent.

1.3
Anti-money Laundering Cooperation.Clearing Broker and Correspondentacknowledge
the obligation each has to comply with the anti-money laundering provisions ofthe U.S.A. PATRIOT ACT and the Applicable
Rules. Clearing Broker and Correspondent agree to cooperate and share information regarding
individuals, entities, organizations andother persons to assist the other in detecting
money laundering activities and shall submit and annually renew their 314(b) information sharing certifications and other documents
requiredpursuant to Applicable Rules to permit the sharing of information between
the parties in orderto qualify for any safe harbor provided with respect to such information
sharing andcooperation.

1.4
Allocation of Responsibility.As between Clearing Broker and Correspondent,Correspondent
shall be responsible for the relationship with each Customer. Clearing Broker'sfunction
is limited to the provision to Correspondent of the Services as described herein. Unlessspecifically
allocated to Clearing Broker, Correspondent shall be responsible for all duties andfunctions
with respect to Customers and concerning any Accounts.

Section
2. Services to be Performed by Clearing Broker

2.1
Services.The Services shall include the following:

2.1.1
Opening of Accounts.Clearing Broker shall establish Accounts forCustomers introduced
by Correspondent, upon receipt from Correspondent of theinformation described in Section
3.1. Upon receipt of information fromCorrespondent changing or correcting any information
with respect to the Account, Clearing Broker will make such change or correction. Clearing Broker shall act oninformation
provided by Correspondent in reliance upon the representations andcovenants made
by Correspondent within this Agreement regarding the CustomerIdentification Program
and Anti-Money Laundering Program of the Correspondent.

Clearing
Broker shall compare all new Accounts opened on its systems and allsubstantial changes
made to account data resident on its systems, to determine if anyCustomer identified
in any new or change to an Account may be restricted pursuant toa United States Department
of Treasury Office of Foreign Assets Control ("OFAC")list of Specially Designated
Nationals and Blocked Persons or other publishedcompilation of prohibited or designated
persons as mandated by any Applicable Rule.Clearing Broker shall periodically compare
the database of Customers to the existing OFAC list. If any comparison identifies a Customer with an interest in an Account asbeing subject to the OFAC list, Clearing Broker shall notify Correspondent of thecomparison and Correspondent shall cooperate fully with Clearing Broker to determine
whether, in fact, the Customer is the subject of any restriction. If aCustomer is
the subject of any OFAC list, Clearing Broker in its sole discretion mayimplement
any action determined to be necessary or appropriate including but notlimited to immediate
termination of services with respect to the Account.

Correspondent
acknowledges that Clearing Broker relies on a third party vendor to provide current OFAC and other government restricted list data
and Clearing Brokershall not be held liable for any errors or omissions caused by
such third patty vendor.

2.1.2
Execution.Clearing Broker shall execute Transactions in accordance withorders
and instructions received from Correspondent pursuant to Section 3.2 below. IfCorrespondent
gives specific instructions with respect to routing of Transactions, theClearing Broker
will follow those instructions. If Correspondent does not give suchspecific instructions
with respect to the routing of Transactions, the Clearing Brokermay (a) execute the
order with another brokerage firm that is a market maker in thesecurity involved, (b) execute the order through a primary
or regional exchange, or (c) execute the order through another market center where it believes
that the requiredelements for best execution are present, in each case in accordance
with a 31Applicable Rules and Correspondent direction. In return for routing an order
to aspecific market, the Clearing Broker may receive cash payment or favorableadjustments
on trade errors. Any remuneration received by the Clearing Broker willbe considered
a reduction of its execution costs and will not accrue to Accounts. TheClearing Broker
will comply with all Applicable Rules concerning disclosure toCustomers regarding
order routing and payment for order flow.

2.1.3 Confirmations.Except
as may otherwise be agreed, Clearing Broker shall generate and mail directly to Customers
in accordance with instructions received and accepted from Correspondent confirmations with respect to all Transactions. ClearingBroker shall provide copies to Correspondent of all such confirmations and any otherwritten communications sent to and received from a Customer. Correspondentunderstands
and agrees that all such confirmations shall indicate that the Account isintroduced
to Clearing Broker by Correspondent.

2.1.4
Books and Records.Clearing Broker shall prepare and maintain books and records with Respect to Transactions and Accounts as
required by the ApplicableRules. Clearing Broker shall also maintain on behalf of
Correspondent suchadditional books, records, and other documents or information as
Correspondent shallrequest and Clearing Broker may agree. Clearing Broker shall upon
request ofCorrespondent provide Correspondent with access to, at Correspondent's expense,
originals or copies of any such books, records, documents and information in the possession of Clearing Broker.

2.1.5
Cashiering.Clearing Broker shall perform certain cashiering functions forCorrespondent. Said functions may include
the processing of deposits by Correspondent to bank accounts established by and for the benefit
of Clearing Brokerof customer funds and the receipt by Correspondent of securities
sold for theAccounts as well as certain administrative functions relating thereto. All customer funds
shall be promptly deposited and securities shall be promptly forwarded byCorrespondent
to Clearing Broker. Clearing Broker shall be responsible forperforming administrative
and bookkeeping functions with respect to deposits, feesand charges in the Accounts.
Clearing Broker shall not be responsible for anysecurities or funds until properly
delivered to Clearing Broker pursuant to ClearingBroker's requirements. Correspondent
shall not be entitled to issue checks or anynegotiable instruments directly to Customers
using instruments for which theClearing Broker is the maker or drawer without written approval of the Clearing Broker.
Approval shall be at the sole discretion of the Clearing Broker and may beconsidered
only upon Correspondent providing notice and evidence satisfactory to theClearing
Broker of the establishment and ability to maintain and enforce supervisoryprocedures
with respect to the issuance of checks or negotiable instruments pursuantto Section
3.9.

For
all transactions using wired funds, whether incoming or requests for transfers,Clearing
Broker or its agent shall compare relevant information against informationsupplied
by third parties regarding persons subject to the OFAC list. Any instructionsor requests for transfers of funds to persons
not identified as a Customer shall be subject to prior approval of the Clearing Broker. Clearing
Broker shall reviewrelevant information regarding third party payments and deliveries,
including thepayee's name and address and the recipient bank's name and address, to
detectpersons subject to the OFAC list.

2.1.6 Margin.With respect
to any Account in which Margin is requested to be extended, Clearing Broker shall obtain
from Correspondent an agreement executed bythe Customer in form and substance satisfactory
to Clearing Broker (the "MarginAgreement"), All Transactions shall be considered cash transactions until such time as Clearing
Broker has received, approved and accepted the applicable executed Margin Agreements. Clearing
Broker shall generate and make all Margin and Marginmaintenance calls in accordance with the Applicable Rules. Clearing
Broker shall have sole discretion with respect to the amount of Margin maintained by anyAccount,
and may, in its sole discretion, impose higher Margin requirements than those imposed by the Applicable Rules. Clearing Broker,
as creditor, is responsible for compliance with Regulation T, 12 CFR, part 220, the Federal
Margin Regulationspromulgated by the Board of Governors of the Federal Reserve System
(the "Board"),any interpretive ruling issued by the Board, and any other applicable
Margin and maintenance requirements of the Applicable Rules with respect to Margin Accounts.As
provided in Section 3.5 herein, Correspondent is responsible for obtaining all cashor
securities required to be deposited in the Accounts, whether to satisfy a debitbalance
or other liability arising in an Account (individually and collectively, the"Account
Debits") or otherwise. Notwithstanding the above, Clearing Broker may, atany time,
and without liability or obligation to do so (or to do so again in the future), contact any Customer or collect funds or securities
from any Customer with respect toany Account Debit with or without prior notice to
Correspondent. Nothing containedin this Agreement shall relieve Customer from his/her
obligation to pay to ClearingBroker all amounts due in his/her Account.

2.1.7 Account Transfers.Pursuant
to written notification executed by a Customer and forwarded by Correspondent to Clearing
Broker, any Customer may choose to transfer its Account to another broker dealer. Upon receipt of such notice, ClearingBroker
shall have exclusive responsibility for compliance with Applicable Rules.Clearing
Broker may accept and process directions received directly from theCustomer with respect
to the transfer of the Account to another broker dealer;Clearing Broker may refuse
to accept any other orders or instructions receiveddirectly from a Customer except
those received on behalf of Customer fromCorrespondent.

2.1.8
Correspondent and Customer Service.Clearing Broker shall be responsiblefor receiving
and responding to all inquiries from Correspondent regarding theAccounts and all
confirmations and statements relating to the Accounts. Except asotherwise required by the Applicable Rules, all such inquiries
should initially be directed to Clearing Broker's Customer Service Department.

2.1.9
Fully Disclosed Basis.Clearing Broker shall carry the Accounts on a fullydisclosed
basis. Clearing Broker shall be responsible for making all disclosures toCustomers
required by FINRA Rule 3230(g). Correspondent shall be responsible tomake any disclosures
and obtain any agreements from its Customers required by theApplicable Rules, including,
without limitation, any disclosures or agreementsrequired for listed options, penny
stocks, derivative securities, account transfers orconversions. The cost of making
such disclosures or obtaining such agreements shallbe borne by Correspondent.



2.1.10
Clearance and Settlement of Trades. Clearing Broker shall clear and settleTransactions in the Accounts in accordance
with the Applicable Rules. Clearing Broker shall receive from Correspondent or directly from Customer any securities sold
and will deliver such securities in accordance with the Applicable Rules.

2.1.11
Statements. Clearing Broker shall prepare and mail directly to Customers inaccordance
with instructions received and accepted from Correspondent periodicstatements for
the Accounts in accordance with the Applicable Rules. All suchstatements shall indicate
that the Account is introduced by Correspondent and carriedby Clearing Broker. Each
such statement shall contain the name and telephonenumber of the Customer Service
Department at Clearing Broker that Customers cancontact with questions regarding the
Account and shall disclose that all funds andsecurities of Customers are in the custody of Clearing Broker and not of Correspondent.

2.1.12
Safekeeping. Clearing Broker shall hold in custody and safe-keeping allsecurities
and payments received for the Accounts, collect and disburse dividends andother distributions with respect to street name
securities within the Accounts and process in accordance with any instructions received from
Correspondent exchangeoffers, rights offerings, warrants, tender offers, redemptions
or proxy requestsreceived with respect to securities in the Accounts.

2.1.13
Exception and Suspicious Activity Reports.To the extent provided byApplicable
Rules, at the commencement of this Agreement and annually thereafter,Clearing Broker
shall furnish to Correspondent a list of reports that may assistCorrespondent, in
Correspondent's sole opinion, in supervising and monitoring Accounts, including, but not limited to, exception reports. Correspondent
shallpromptly notify Clearing Broker as to which of such reports should be furnished
toCorrespondent. It is understood that Clearing Broker shall not be responsible forsupervising Correspondent's activities or compliance with Applicable Rules. On anannual
basis within thirty (30) days of July 1 of each year, Clearing Broker shall provide to Correspondent's
Chief Executive Officer and Compliance Officer a list ofreports offered to Correspondent, and shall specify those reports
actually requested by, or supplied to, Correspondent as of the report date. Clearing Broker will file a copy
of such notice with Correspondent's designated examining authority.

Clearing Broker shall conduct screening
of Customer Account activity to detect indications of suspicious cash transactions or security
transfer activities that couldindicate violations of Applicable Rules including money
laundering. Clearing Brokershall provide Correspondent with reports indicating potential
suspicious activity andprovide reasonable and necessary training to Correspondent
in the use of such reportsto assist Correspondent in complying with its anti-money
laundering and reportingobligations under the Applicable Rules. Nothing contained herein, however, shall relieve
Correspondent from its obligations to establish, maintain and enforce aCustomer Identification
Program and to file such reports required of Correspondent under Applicable Rules including, but not limited to, cash and currency
transactionreports, suspicious activity reports, and such other reports required pursuant
toApplicable Rules.

2.1.14
Customer Complaints.To the extent provided by Applicable Rules, ClearingBroker shall promptly furnish to Correspondent and Correspondent's designatedexamining
authority any written complaint from a Customer with respect toCorrespondent's responsibilities
and functions hereunder received by ClearingBroker. Clearing Broker shall notify such
Customer in writing that Clearing Broker received such complaint and furnished same to Correspondent for response and toCorrespondent's
designated examining authority.

2.1.15
Confidentiality of Customer Information.Clearing Broker shall maintainthe confidentiality
of all non-public personal information provided with respect to theCustomer and shall
provide for adequate security and integrity of the recordsregarding such customer information in accordance with the Applicable
Rules. Clearing Broker shall provide each Customer with a notice regarding its privacy policies
and procedures in accordance with Regulation S-P of the SEC upon theopening of the
Account.

2.1.16 Access to Electronic
Order Entry Devices.To the extent that Clearing Broker provides Correspondent with electronic
order entry devices to route orders toany National Exchange or securities market,
Clearing Broker shall assure itself thatCorrespondent employs adequate written control
procedures to minimize thepotential for errors. Correspondent assumes all risk in
the utilization of such devices.

2.1.17 Order Audit Trail System
(OATS).Clearing Broker has taken all necessary steps to comply with FINRA's requirements
relating to the Order Audit Trail System ("OATS"). To the extent applicable, for all NASDAQ transactionsexecuted
by Clearing Broker, Clearing Broker agrees to perform OATS reporting forall data commencing at the time order is received
by Clearing Broker. Clearing Broker will not report any data (a) covering time periods before
an order is received,(b) on transactions that were settled and/or cleared but not executed by Clearing Broker,
or (c) for transactions that were cleared through another clearing broker.Correspondent is required to file a "new order
report" detailing the time the order was entered by Correspondent and a "route report" indicating
the time the order wassent to Clearing Broker in order to satisfy Correspondent's OATS requirements. Unless Correspondent
is otherwise required to do so by applicable laws or regulations, this Agreement shall not
impose a supplemental duty on Correspondentto file such "new order reports" on trades
executed by Correspondent.

2.1.18
Incoming and Outgoing Securities.For securities received, ClearingBroker shall
review names of specified holder of the security, to detect possibleviolations of
OFAC restrictions in those circumstances when the registration on thesecurity received
is different than the name on the account into which the securitiesare deposited.
For outgoing securities to third parties, Clearing Broker shall check thenames and
addresses of the third party to whom the security is to be delivered, todetect possible
violations of OFAC restrictions.

2.1.19 Bulletins and Other Informational
Memoranda.Clearing Broker shall from time to time issue Bulletins or other informational
memoranda toCorrespondent setting forth Clearing Broker's policies and procedures
including anti-money laundering and terrorist financing. Correspondent agrees to become
familiar with such Bulletins and informational memoranda and to abide by them.

2.2
Right to Subcontract.In performing the Services, Clearing Broker may contractwith
third party data processing, service bureaus or other vendors to provide ancillary orsupport services (the "Vendors").
With respect to certain Services designated by Clearing Broker, Correspondent shall contract
directly with Vendors identified by Clearing Broker or asmay be selected by Correspondent
and approved by Clearing Broker. Clearing Broker shall not be responsible for any losses, damages, liability or expenses claimed
by Correspondent orCustomers arising from any failure to perform, errors, omissions
or delay, inadequacy orinsufficiency of performance by anyVendor whether such
Services are performed pursuant toan agreement between Vendor and Clearing Broker or Vendor and Correspondent. Upon Correspondent's
reasonable request, Clearing Broker will cooperate with Correspondent inasserting
such rights as Clearing Broker may have pursuant to contracts with the Vendors.

2.3 Limitations
and Restrictions.

2.3.1Clearing Broker expressly reserves the right, in its sole discretion, to limit andrestrict
any of the Services including, without limitation, by rejecting any order ortransaction
for any Account, by refusing to execute, clear or settle any Transaction, tocarry
or to continue to carry any Account, or to provide Margin for any Account,

2.3.2Clearing Broker may liquidate any and all Transactions or collateral held in anAccount
in the following circumstances: (i) upon the request of Correspondent; (ii) upon the death, incapacity, insolvency, or bankruptcy
of Customer where Customerhas a balance due Clearing Broker; (iii) upon a Customer's
failure to honor any obligations with respect to Transactions, the Account or Margin; (iv) in the eventfailure
to do so would result in a violation of the Applicable Rules; or (v) ClearingBroker
in conjunction with Correspondent determines to do so.

2.3.3Unless otherwise expressly
agreed to in a writing signed by both parties, Clearing Broker shall not be responsible for
providing any of the following services:(i) accounting, bookkeeping or record keeping, cashiering or other services with
respect to commodity transactions or other transactions not involving securities; (ii)preparation
of Correspondent's payroll records, financial statements or any analysisthereof; (iii)
preparation or issuance of checks in payment of Correspondent'sexpenses, other than
expenses incurred by Clearing Broker on behalf ofCorrespondent; (iv) payment of commissions,
salaries or other remittances toCorrespondent's salespersons or other employees or
agents; (v) preparation or filingof any of Correspondent's reports to the SEC or any state securities commission or any
Exchange, provided, however, that Clearing Broker will, at the request ofCorrespondent,
furnish Correspondent with any necessary information contained inrecords kept by Clearing
Broker and not otherwise available to Correspondent for usein making such reports;
(vi) delivery of prospectuses or other disclosure documentsrequired pursuant to Applicable
Rules other than disclosures required to be madepursuant to F1NRA Rule 3230 or any
similar rule of any Exchange, or SEC Rule 10b16, (vii) making and maintaining reports
and records required by the Currency andForeign Transactions Reporting Act of 1970,
as amended, and the regulations thereunder, or any other similar provisions within the Applicable Rules; (viii)verification
of address changes of Customers; and (ix) any other function, task or service not specifically
allocated to it in this Agreement.

2.3.4Clearing Broker shall cooperate with Correspondent in sharing informationregarding Customer transactions that may involve
suspicious activity provided, however, Clearing Broker is entitled to file such suspicious
activity reports as theClearing Broker in its sole discretion believes are necessary and nothing contained within
this Agreement shall require Clearing Broker to provide Correspondent withany report
Clearing Broker is prohibited by law from sharing or to provideCorrespondent with
any information regarding a suspicious activity report in which Correspondent is identified as being engaged in activity suspected
of violations of anylaw or regulation.

2.3.5Solely for purposes of the Securities Investor Protection Act of 1970 and the SEC's financial responsibility rules, Customer
Accounts shall be considered to beaccounts of Clearing Broker and not of Correspondent.
Nothing in this paragraph willotherwise change or affect the provisions of this Agreement
that provide thatCustomer Accounts remain Correspondent customer accounts for all
other purposesincluding but not limited to supervision, suitability and indemnification.

2.3.6If Correspondent directs
Clearing Broker to enter into any transaction to be effected on any securities exchange or
in any market on which transactions are settledin foreign currency, (i) any profit
or loss arising as a result of a fluctuation in the rateof exchange between such
currency and the United Sates Dollar shall be entirely forCorrespondent's account
and risk, (ii) all initial and maintenance margin required orrequested by Clearing Broker shall be in the currency required
by the applicable marketplace or clearing agency in such amounts as Clearing broker in its
solediscretion may require, and (iii) Clearing Broker is authorized to convert funds
in theAccounts into and from such foreign currency at rates of exchange prevailing
at thebanking or other institutions with which Clearing broker normally does business.

Section 3. Functions
and Obligations of Correspondent

Correspondent
shall perform the following functions and obligations with respect to theAccounts:

3.1 Customer
Accounts

3.1.1
Opening and Approving of Accounts.Correspondent shall open and approvean Account for each Customer only upon obtaining,
verifying and retaining current and correct documentation containing the financial and personal
information andagreements for each Account ("Account Documents") required by the Applicable Rules.
Correspondent shall introduce the Accounts for acceptance by Clearing Brokerby furnishing
to Clearing Broker the basic information required to open the account(including, without
limitation, compliance with Correspondent's CustomerIdentification Program as well as standing instructions, representative
number and such other information or agreements as Clearing Broker may deem necessary to perform
the Services) and such Account Documents as Clearing Broker may require.Correspondent shall promptly furnish to Clearing
Broker any changes or corrections to the Account information or Account Documents necessary
to keep suchinformation and Account Documents current and correct.

The
Customer Identification Program established and maintained by Correspondentshall require
at a minimum the information specified for each Customer and recordsverifying the
information as required by the Applicable Rules of the United StatesDepartment of
the Treasury. Correspondent will not establish or maintain speciallycoded or numbered
accounts. Correspondent will not open Customer Accounts injurisdictions where it is not appropriately registered. Correspondent
shall undertake reasonable efforts to ascertain that the Customer is not engaged in unlawful
activities,the assets being invested have been legitimately obtained, and any disbursements
to acustomer or third party are for legitimate purposes. Correspondent shall annuallyprovide Clearing Broker with copies of its independent audit of its anti-moneylaundering
program and Customer Identification Program.

Correspondent
hereby agrees and acknowledges that it is obligated to comply withrestrictions and
conditions on opening and accepting certain Accounts, including but not limited to, the following:

| | a. | Non-Resident Alien Accounts Carried Directly or Through anInvestment Advisor.
| | -- | -----------------------------------------------------------------------------



For
any Account opened for a non-resident alien, Correspondent must recordthe customer's
passport number and obtain a copy of the governmentdocument used to verify the individual's
identity at the time the Account isopened.Correspondent must also obtain a
copy of a passport or othergovernmental identification for any of the following: the
grantor/settler of aforeign trust; and any beneficial owner of an offshore corporate
account if:(1) the account is a personal holding company or private investmentcompany;
or (2) the beneficial owner of the entity which maintains theaccount holds more than
a 10% interest in the entity. Correspondent may notopen any Account for a personal
holding company or private investmentcompany if one or more beneficial owners are
U.S. persons. With respect tothose Accounts involving investment advisers, Correspondent
will conduct asufficient inquiry to obtain, record and verify information as outlined
aboveabout the advisor's customer, including ascertaining the identity of eachbeneficial
owner, of any such Account prior to opening the Account unlessCorrespondent has ascertained
that the investment adviser meets theexception set forth in SEC No Action letter dated
February 13, 2004 relating to reliance on investment advisers or other SEC guidance applies.

| | b. | Shell Bank Accounts, Foreign Bank Accounts, and Private Banking Accounts.
| | -- | -------------------------------------------------------------------------



Correspondent, working in conjunction
with Clearing Broker, shall implement the provisions of sections 312, 313, and 319 of the USA PATRIOT
Act. Copies of all certifications obtained by Correspondent shallbe promptly forwarded to Clearing Broker. In this connection,
Correspondent will detect Accounts for unregulated shell banks through itsOP
and through ongoing monitoring of Transactions. Upon finding orsuspecting such Accounts,
Correspondent will take immediate steps toinvestigate and to terminate any verified
Account for an unregulated foreignshell bank. Correspondent will require its foreign
account holders tocomplete the model certifications and re-certifications as issued
by the U. S.Treasury, Correspondent will review Accounts to determine whether it offersany "private banking" Accounts and will conduct due diligence on suchAccounts.
Correspondent will also review public information to determinewhether any "private
banking" account holders are "senior foreign politicalfigures". If Correspondent discovers that a particular "private banking"
account holder may be a "senior foreign political figure", it will conductadditional
enhanced due diligence and report transactions that may involvemoney laundering.

3.1.2
Confidentiality of Customer Information Correspondent shall maintain theconfidentiality
of all non-public personal information provided with respect to theCustomer and shall
provide for adequate security and integrity of the recordsregarding such customer information in accordance with the Applicable
Rules. Correspondent shall provide each Customer with a notice regarding its privacypolicies
and procedures in accordance with Regulation S-P of the SEC upon theopening of the
Account and annually thereafter.

3.2 Execution
of Trades, Confirmations and Periodic Statements. Correspondent may forward Customer
orders and instructions for Transactions to Clearing Broker for executionpursuant
to Section 2.1.2. If Correspondent executes Transactions "away" from the Clearing Broker, or if Correspondent provides specific
instructions to Clearing Broker with respect to order routing, Correspondent will comply with all Applicable Rules concerning best
executionand disclosure to Customers of order routing or payment for order flow.
Correspondent shallprovide Clearing Broker with all necessary information to generate
and mail directly toCustomers confirmations with respect to any and all Transactions
and periodic statements withrespect to the Account. Correspondent understands and
agrees that all confirmations andperiodic statements shall indicate that the Account
is carried, and Transactions are cleared andsettled, by Clearing Broker. It is understood
that Clearing Broker shall accept, without anyinquiry or investigation, all directions
from Correspondent, as agent of each Customer,regarding Transactions in Accounts,
and any other instructions from Correspondent, as agent ofeach Customer, concerning
Accounts or the property therein, including the transfer of funds tothird parties
except as such instructions may conflict with the Clearing Broker's rights andobligations
under this Agreement.

3.2.1 Examination and Notification
of Errors. Correspondent shall examine all confirmations, statements, and other reports
in whatever medium provided toCorrespondent by Clearing Broker. Correspondent must
notify Clearing Broker ofany error claimed by Correspondent in any account; as to
purchase and salestransactions prior to settlement date and as to all other transactions
within the time inwhich Clearing Broker is able to, without violating applicable law, reverse the transaction.
If Correspondent fails to do so, Correspondent shall be deemed to havewaived its right
to make any claim against Clearing Broker with respect to sucherror.

3.2.2
Responsibility for Errors in Execution. Correspondent shall be responsiblefor
transmission to Clearing Broker of all orders and for any errors in theCorrespondent's
recording or transmission of such orders.

3.3 Disclosure
to Customers. Correspondent shall provide to Customers any disclosures and obtain any
agreements from its Customers as required by the applicable rules, including,without
limitation, any disclosures or agreements required for listed options, penny stocks,derivative
securities, account transfers or conversions. The cost of making such disclosures orobtaining
such agreements shall be borne by Correspondent. Without limiting the generality ofthe
foregoing, Correspondent shall advise Customers in writing upon the opening of anAccount
and at least annually thereafter that they may obtain information about the SecuritiesInvestor
Protection Corporation ("SIPC"), including the SIPC brochure, by contacting SIPC,and
shall also provide the website address and telephone number of SIPC.



3.4
Supervision of Accounts. Correspondent acknowledges that Clearing Broker'srelationship
with Correspondent and with Customers shall be strictly limited to the provision ofthe
Services hereunder and that Clearing Broker shall only perform and be responsible for suchServices.
Correspondent shall have the exclusive responsibility for ascertaining the investmentobjective of each Customer, "knowing
the Customer," the suitability of Transactions effected for Customers, and Clearing Broker
shall have no such responsibility with respect thereto. Correspondent shall have the exclusive responsibility for compliance with
Rule 2310 of tileFINRA with respect to each Account and every order, Transaction or instruction. Correspondent
has established and maintains, and shall have exclusive responsibility for adherence to, compliance and supervisory procedures
adequate to assure compliance byCorrespondent, its agents, servants and employees with
the Applicable Rules and thisAgreement, which procedures for supervision include provisions
with respect to: (i) theopening, approving and monitoring of Accounts including the suitability of Transactions; (ii) the
reasonable basis for recommendations made and investment advice and investmentstrategies
provided to Customers; (iii) the orders and execution of orders for Transactions incompliance
with Customer instructions; (iv) the frequency of trading in the Accounts, whetheror not such Transactions are instituted
by Correspondent, its partners, officers, employees or any registered investment adviser;
(v) discretionary Accounts; (vi) restricted Accounts asdefined by the Applicable
Rules; (vii) compliance with restricted or control stock requirementsof the Applicable
Rules; (viii) securing and transmitting orders in a form and format asspecified by Clearing Broker; (ix) compliance with
mutual fund prospectus requirements regarding purchase and sale activity; and (x) oversight
of Customer trade activity with regard topotential market manipulation.

3.5 Customer
Payments. While each Customer is directly responsible to Clearing Broker with respect
to payment for all securities purchased, and for the delivery of all securitiessold,
for his or her Account, Correspondent shall be responsible for obtaining from eachCustomer
such funds or securities as are required to be deposited or maintained in Accounts.Correspondent
shall be responsible to Clearing Broker for payment for securities purchased inthe Accounts until actual and complete payment
therefor has been made. Correspondent shall be responsible to Clearing Broker for delivery
of securities in the Accounts until acceptabledeliveries of such securities have
been completed. If Correspondent maintains minimum netcapital of less than $250,000,
it shall direct Customers to make all payments for Transactionspayable to Clearing Broker. Correspondent shall promptly
transmit all funds and promptly deliver all securities received in connection with its activities
as a broker or dealer directly to Clearing Broker. Correspondent shall deposit in bank accounts established for the benefit ofClearing Broker prior to the close of business on the day of receipt all funds and checksreceived by Correspondent with respect to any Account as specified by Clearing Broker to enable
Clearing Broker promptly and properly to record such remittances and receipts in theAccount.
Correspondent shall send all securities received by it to Clearing Broker by overnightdelivery
service on the day of receipt, or as specified by Clearing Broker. Correspondent isresponsible
for the collection of the initial Margin required pursuant to the Applicable Rules tosupport
each Margin transaction for an Account, the amount of any Margin maintenancerequirement
pursuant to the Applicable Rules and the timely payment of all Account Debits,interest
and other charges incurred in an Account. Correspondent is also responsible to ClearingBroker
for the collection of funds or securities required to settle any Transactions. If requestedby
Clearing Broker, Correspondent shall promptly transmit to Customers all requests for initialand
maintenance Margin and for funds or securities to settle Transactions or pay AccountDebits.
Correspondent shall be liable for any loss, liability, damage, cost or expense (includingbut
not otherwise limited to fees and expenses of legal counsel) incurred or sustained byCorrespondent
or Clearing Broker, or both, as a result of the failure of any Customer to timelymake
payments or deposits of securities to satisfy Account Debits, settle Transactions or tocomply
with any Margin calls or any term or provision of a margin agreement with ClearingBroker, and/or consent to loan and hypothecation
of securities. In its sole discretion, at any time, Clearing Broker may effect a "buy-in" or "sell-out" of a Transaction or liquidate
an Account Debit and collect from the Customer any deficiency resulting from the "buy-in" or "sell-out"
or liquidation. Clearing Broker may charge interest to Correspondent on anyresulting
Account Debits.



3.6 Waiver
of Procedures.

3.6.1Subject to the
Applicable Rules, Correspondent may request Clearing Broker to alter or waive compliance with
any one or more of Clearing Broker's practices orpolicies with respect to one or
more Accounts or Transactions, which waiver may begranted or denied in Clearing Broker's
sole discretion. Upon making a request forwaiver, Correspondent undertakes to reimburse,
indemnify and hold harmlessClearing Broker from any loss of any kind that may result
from such waiver and theaccommodation of the request by Clearing Broker.

3.6.2Correspondent may request that Clearing Broker extend, or continue toextend, credit
to an Account in excess of the credit that Clearing Broker wouldotherwise be willing
to extend, which request may be granted or denied in ClearingBroker's sole discretion. In connection with such an extension
of credit, Correspondent shall deposit to the Account established solely for this purpose
andmaintained by Correspondent at Clearing Broker (the "Margin Collateral Account")
such Acceptable Securities or Cash as Clearing Broker may request in an amountdetermined
by Clearing Broker from time to time in order to secure such extension of credit. "Cash" means immediately available United States
dollars; and "AcceptableSecurities" means: (I) any security which is issued or fully
guaranteed as to principal and interest by the United States of America; and (2) such other securities acceptableto
Clearing Broker in its sole discretion.

3.6.3In the event any deposit required to be deposited under this Agreement intothe
Margin Collateral Account is not timely made, Clearing Broker may in its solediscretion
and regardless of whether the Margin Collateral Account is then incompliance with
applicable margin requirements, pledge, re-pledge, hypothecate orre-hypothecate without
prior notice any or all securities which Clearing Broker mayhold in an account of
the Correspondent at Clearing Broker (either individually orjointly with others), separately or in common with other securities
or any other property, for the sum then due or for a greater or lesser sum and without retaining
inits possession and control for delivery a like amount of similar securities; sell
out anyor all securities which Clearing Broker may hold for such Account or in an
Accountof the Correspondent at Clearing Broker (either individually or jointly with
others), orbuy in any or. all securities required to make delivery; or
apply to an appropriate committee of any national securities exchange or association for an extension of the time within which
payment or delivery is due. Any sale, purchase or cancellation authorization hereunder may be made, in Clearing Broker's sole discretion,
on anexchange or other market where such business is then usually transacted, or
at public auction, or at a private sale without advertising the same and without any notice, prior tender, demand or call; and
Clearing Broker may purchase the whole or part of suchsecurities free from any right
of redemption and the Account and the Correspondentshall remain liable for any deficiency.
Any election as to whether to enforce theforegoing provisions against either the Account
or the Correspondent, or theallocation between such Accounts, is at Clearing Broker's
sole discretion, and anydecision to act or not to act will not limit or supersede
Clearing Broker's rights undersection 9 of this Agreement.

3.7
Validity and Authority of Information.Correspondent shall obtain and maintain thenecessary
documents, information, systems and interfaces with Clearing Broker's systems inorder
to perform the functions and obligations allocated to Correspondent pursuant to thisAgreement.
Correspondent represents and warrants to Clearing Broker that: (i) all Accounts,orders,
Transactions, instructions, Margin and Account Debits established, entered, incurred ormaintained
have been duly and validly authorized and are legally binding and enforceableaccording
to their terms against the Customer; (ii) all securities delivered by a Customer orCorrespondent to Clearing Broker are
genuine, will be in good delivery form, free of liens, claims and encumbrances and have not been reported lost, missing or stolen;
and (iii) all documents delivered to Clearing Broker will be genuine and duly executed by
the partiesnamed therein,

3.8
Customer Correspondence.All Customer correspondence shall be reviewed,responded
to and resolved by Correspondent; provided, however, that to the extent anyCustomer
correspondence contains any inquiry or complaint relating to Services provided byClearing
Broker, Correspondent shall promptly provide Clearing Broker with copies of thecorrespondence. Clearing Broker shall cooperate
with Correspondent by providing such information and copies of documents and records as are reasonably necessary for Correspondent
to respond to such Customer.

3.9
Negotiable Instruments.In the event that the Services provided herein shall allowCorrespondent
to issue to Customers negotiable instruments such as drafts or checks, for whichClearing
Broker is the drawer or maker, Correspondent shall have provided to Clearing Brokersupervisory
procedures satisfactory to Clearing Broker with respect to the issuance of suchinstruments
and hereby represents and covenants that it shall maintain and shall enforce suchsupervisory
procedures relating to such instruments.

3.10 DVP/RVP
and Prime Brokerage Transaction.

3.10.1Correspondent agrees that all Customers who engage in delivery versus payment("DVP")
or receipt versus payment ("RVP") transactions (and their agents) will utilizethe
facilities of a securities repository for the confirmation, acknowledgment, and bookentry
settlement of all depository eligible transactions, subject to the exceptions of the Applicable Rules with respect to all DVP/RVP
transactions, except for the delivery ofconfirmations.

3.10.2Correspondent shall not engage inany prime brokerage transactions without theprior
approval of Clearing Broker.

3.10.3Correspondent agrees that all transactions where Correspondent acts as anexecuting broker for Accounts that utilize
a prime broker ("Prime Brokerage Customers"), shall be conducted in accordance with the requirements
of the SEC No- Action Letter, dated January 25, 1994 (the "SEC No-Action Letter").

3.10.4Correspondent
shall notify Clearing Broker with respect to each Prime Brokerage Customer for which Correspondent
intends to act as an executing broker andCorrespondent shall be solely responsible
for conducting its own credit review withrespect to such Prime Brokerage Customer.
Correspondent shall promptly notifyClearing Broker, but in no event later than 3:00 p.m. Eastern Standard Time of trade
date, in a mutually acceptable fashion, of such trades in sufficient detail for ClearingBroker
to be able to report and transfer any trade executed by Correspondent on behalfof
a Prime Brokerage Customer to the relevant prime broker. Correspondentunderstands
and agrees that if the prime broker shall disaffirm or DK any trade executedby Correspondent
on behalf of a Prime Brokerage Customer, Correspondent shall, if ithas not already done so, open a Margin Account for such
Prime Brokerage Customer and shall transfer or deliver the trade to such Margin Account for
the risk and expenseof Correspondent to the same extent as for any Account introduced
by Correspondentpursuant to this Agreement. Correspondent understands and agrees that
for certainPrime Brokerage Customers, Clearing Broker may act as both Clearing Broker and prime
broker (the "Prime Broker").

3.10.5Correspondent agrees to indemnify and hold harmless Clearing Broker and its controlling persons, officers, directors, agents,
servants and employees from and against costs, losses, claims, liabilities, fines, penalties, damages and expenses (includingreasonable
attorney and accountant fees) arising out of or resulting fromCorrespondent's activities
as an executing broker.

3.11Reporting
Obligations. Correspondent is responsible for filing all currency transaction reports and
suspicious activity reports, including form SAR-SF, cash transactionreports ("CTR"),
and such other reports required of Correspondent pursuant to the ApplicableRegulations.
Unless prohibited by law, Correspondent shall notify Clearing Broker of its intentto
file any SAR-SF regarding a Customer, shall share information with Clearing Brokerinformation
regarding the transactions and shall provide a copy of any SAR-SF filed regardinga
Customer to Clearing Broker. Correspondent shall share with Clearing Broker all CTRfilings
and any other reports filed with regulatory authorities regarding cash and currencytransactions
unless such sharing or communications regarding such reports are prohibited bylaw.

3.12
Underwriting; Syndicates. Provided Correspondent is eligible and has therequisite
regulatory authority pursuant to Applicable Rules to engage in securities transactionsas
an underwriter, Correspondent shall inform Clearing Broker in writing which securitiesCorrespondent
intends to act as underwriter, or as to which Correspondent intends to enter into,or
join, a syndicate (whether as part of the underwriting or selling group) relating to theissuance
or placement of those securities. Clearing Broker shall have the reasonable right tolimit
or prohibit Correspondent's underwriting or syndicate activities with respect to anysecurity.
Clearing Broker may impose certain conditions upon Correspondent's serving as anunderwriter
or its participation in any syndicate.

3.13
Marketmaking. Upon the execution of this Agreement, Correspondent shallprovide
to Clearing Broker a written list of all securities with respect to which Correspondent isa
marketmaker. Correspondent shall give prior written notice of any proposed changes in itsmarketmaking
activities. Correspondent shall provide Clearing Broker on a timely basis withinformation
regarding any changes in its market-making securities sufficient to ensure that any confirmations sent to Customers by Clearing
Broker on Correspondent's behalf contain correctinformation regarding Correspondent's
role in the transaction. Clearing Broker shall have theright to limit or prohibit
Correspondent's marketmaking activities with respect to any securityand to demand an additional deposit to the Deposit
Account pursuant to Section 6.2 with respect to any market making activities of the Correspondent.

3.14
Secondary Correspondents.Correspondent covenants that it shallnot, withoutthe
prior approval of Clearing Broker, enter into or execute any agreement with another broker-dealer,
including an affiliated broker-dealer (each, a "Secondary Broker-Dealer"), which wouldhave
the effect of extending to such Secondary Broker-Dealer any service or product providedby
Clearing Broker to Correspondent. Correspondent further understands, acknowledges andagrees
that (i) it bears sole responsibility for satisfying any additional or supplementaryregulatory
requirements relating to entering into a relationship with the Secondary Broker-Dealer,
including, without limitation, the obligation, if any, to obtain the prior approval of theCorrespondent's
designated examining authority, the Secondary Broker-Dealer's designated examining authority, or both, and (ii) Clearing Broker
may require that Correspondent acceptadditional responsibilities or obligations as
a condition of its consent to allow such SecondaryBroker-Dealer to receive such services
and products through or with Correspondent, including,without limitation, that Correspondent
guaranty the obligations of such Secondary Broker-Dealer, or that Correspondent increase
the amount of the deposit required under section 6.2 of this Agreement. Correspondent further agrees that any secondary or piggyback
relationship thatis established will conform to the requirements of Rules 3150 and 3230. These rules require that
Correspondent maintain the proprietary and customer accounts of any secondary memberbroker dealer for which it is acting
as an intermediary in such a manner to enable Clearing Broker and the FINRA to easily identify
data belonging to each piggyback account, The datamust also be maintained in a manner
that enables Clearing Broker to report data about each piggyback firm separately from the data about Correspondent.

3.15 Use of
"Legent Clearing" or "Legent" Name.Each and every use by Correspondent of any of the names
"Legent Clearing" or "Legent", or the name of anyaffiliated entity of Clearing Broker,
or any abbreviation or acronym relating to or made up fromany of these names, or any
amended name based on or derived from any of these names, in anyexternal communication
from Correspondent, including, without limitation, any marketingmaterials, client
communications, account documents, or usage in a proprietary or nonproprietary web-site
or other Internet usage, shall be submitted to Clearing Broker prior to usefor review
and approval. Clearing Broker reserves the right to withhold its consent to any suchusage,
or to restrict or place conditions on such usage.

3.16
Amendments to Form BD.Correspondent shall provide Clearing Broker withat least one written copy of each material amendment,
modification or change to Correspondent's Form BD at least (i) fifteen (15) days before its
effective date or (ii) no laterthan the time of its submission to the appropriate
regulator. Correspondent shall provide copiesof any regulatory notice to Clearing
Broker at the same time it is transmitted to the appropriateregulator.

Section 4. Representations
and Warranties

The parties
make the following representations and warranties:

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



4.2
Power and Authority.Each party has the requisite power and authority to enter into,execute
and perform its obligations under this Agreement and, when so executed and delivered,this
Agreement shall constitute a legal, valid and binding obligation enforceable in accordancewith
its terms.

4.3 Registration.Each party and its employees, when so required, are registered as a broker, dealer or
agent under the applicable state "blue sky" laws and the Exchange Act and isa member
in good standing of the FINRA and any Exchange of which it is a member.

4.4
Net Capital and Financial Reporting.Each party is in compliance with and maintainsin
excess of the minimum net capital required by Rule 15c3-1 under the Exchange Act and is incompliance
with the capital and financial reporting requirements of the FINRA as well as all capital requirements of every state in which
it is registered as a broker or dealer.

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

4.5.1Correspondent further represents and warrants that, except as set forth in aletter
of even date herewith, there is no claim, action, proceeding, investigation orinquiry pending or threatened before any
court, tribunal, administrative judge or hearings officer alleging a violation of an Applicable
Rule, or seeking suspension orcancellation of its broker or dealer registration with
any state or the SEC or itsmembership in any Exchange or the FINRA.

4.5.2Correspondent further represents and warrants that, except as set forth in a letter of even date herewith, there is no claim,
action, proceeding or arbitrationpending or threatened in any court or tribunal seeking
damages in excess of $ 10,000.

4.6
Anti-Money Laundering ProgramsEach party has established and maintains ananti-money laundering program consisting
of (i) written internal policies, procedures and controls designed to prevent and detect money
laundering activity and suspicious currency orsecurities transactions that could
facilitate money laundering activities, (ii) designation of acompliance officer to monitor the program, (iii) continuing
training to employees regarding anti-money laundering, and (iv) independent audit functions
to annually test its anti-moneylaundering program.

4.6.1Correspondent further represents that it has written policies and proceduresestablishing a customer identification
program to verify the identity of Customers, maintain records of such verification efforts including the name, address, tax identification
information and such other identifying information required by Applicable Rules and consulting
and comparing alt proposed Customers against theOFAC list.

4.6.2Each party will take such special measures as it may deem appropriate withrespect
to any foreign jurisdiction, institution(s), class(es) of transactions, or type(s) ofaccount(s) designated by the U. S.
Treasury Department to be of "primary money laundering concern" in accordance with Section
311 of the USA Patriot Act.

4.6.3Each party will respond to a FinCen request about accounts or transactions byimmediately
searching its records to determine whether it maintains or has maintainedany Account
for, or has engaged in any transaction with, each individual, entity, ororganization
named in FinCen's request. Upon receiving an information request, theparty will designate
one person to be the point of contact regarding the request and toreceive similar
requests in the future, Unless otherwise stated in the FinCen request, theparty will
search current Accounts, Accounts maintained by a named suspect during thepreceding
12 months and Transactions conducted by or on behalf of or with a named subject during the preceding six months. If the party finds
a match, it will report it toFinCen by completing FinCen's subject information form. If the party searches its records
and does not uncover a matching Account or Transaction, then it will not reply to the Section 314(a) request.

4.6.4Clearing broker represents it has systems designed to comply with the electronictransfer of funds, specifically the
"Funds Transfer Rule" and the "Travel Rule", 31 C.F.R. 103.33(f) and (g), when processing
disbursements on behalf of Correspondent,Clearing Broker shall comply with these rules based on information provided by
Correspondent.

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

4.7.1Correspondent
further represents that Clearing Broker may rely on any writtenor oral instructions,
communications or orders furnished by Correspondent with respectto any Customer or
Account.

Section 5. Information
and Cooperation

5.1
Financial Information.Each party shall promptly furnish to the other copies of the audited financial statements and such other
financial statements as are required to be furnishedto Customers under the Applicable Rules. Correspondent shall provide
copies to Clearing Broker simultaneously with filing arty financial information, Form BD
(or amendments thereto) or other reports with the FINRA, or the SEC, including, but not otherwise limited to, monthly and/or quarterly,
whichever is applicable, financial and operational combined uniform singlereports
("FOCUS Reports"), and shall provide Clearing Broker with such other information andreports
of operations and financial condition as Clearing Broker may request.

5.2 Litigation
and Claims.Promptly after Correspondent knows or has reason to believe it is the subject
of any claim, action, suit, proceeding, arbitration, investigation or inquirybefore any court, tribunal, administrative
agency, Exchange, FINRA, or private arbitration panel alleging a violation of the Applicable
Rules or seeking suspension or cancellation of anyregistration or license of Correspondent
or damages in excess of $10,000, Correspondent shallfurnish Clearing Broker with
any answer or responsive statement submitted by Correspondentto such claims, and
any other information, including without limitation, a copy of the summonsand complaint,
if any, which Clearing Broker may request. Clearing Broker retains the right toassess out of pocket costs to Correspondent
if it becomes necessary for Clearing Broker to obtain legal assistance as a result of such
actions noted above.

5.3
Cooperation.Each party shall cooperate with the other and provide the other with allappropriate
data in its possession pertinent to the proper performance of any function,obligation
or Services allocated pursuant to this Agreement. Correspondent shall makeavailable
to Clearing Broker, its attorneys, accountants and authorized agents such AccountDocuments,
books and records or other information as necessary to comply with the ApplicableRules
or to defend against any allegation of a violation of an Applicable Rule.



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

5.5
Confidentiality.Each party shall use its best efforts to prevent unauthorized accessto,
or disclosure of, and shall keep confidential, any information received pursuant to thisAgreement
which is private, confidential or proprietary in nature to the other party and is not otherwise publicly available, including,
without limitation, any information relating to a party'sexisting or prospective retail
or institutional businesses and clients, including, withoutlimitation, information relating to business strategies and
concepts, information relating to clients' accounts, the names, address, age, financial information, and all other information
in the possession or under the control of a party pertaining to client accounts, and alldocumentation
and other tangible or intangible discoveries, ideas, concepts, software, customerlists of any type or nature, research
reports, designs, drawings, specifications, techniques, models, information, source code,
object code, diagrams, flow charts, procedures, and "know-how" owned by a party. This
shall not preclude disclosing information required for theperformance of the Services
or obligations required by this Agreement, or as required under theApplicable Rules
("Disclosure Requests"). Upon receiving notification of a DisclosureRequest, a party
will notify the other party unless expressly prohibited under Applicable Rules.

Section 6. Payment
and Deposit Accounts

6.1 Payment
Account.Upon execution of this Agreement, Clearing Broker shall establish an Account
for Correspondent entitled the "Payment Account." Clearing Broker shallcollect for
Correspondent and hold in the Payment Account all commissions, fees and othercharges established by Correspondent from
time to time and paid by the Customers together with any other income of Correspondent. Clearing Broker shall make payments to
Correspondent from the Payment Account in accordance with Section 8.1 of this Agreement.

6.2 Deposit Account.Upon execution of this Agreement, Clearing Broker shall establish an Account for, and
in the name of, Correspondent entitled the "Deposit Account".Correspondent shall deliver to Clearing Broker for deposit
to the Deposit Account cash or securities which are (a) direct obligations of, or guaranteed
as to the timely payment of principal and interest by, the United States, (b) acceptable to Clearing Broker, and (c)registered
in the name specified by Clearing Broker or in good deliverable form and which inthe
aggregate have a fair market value, as determined solely in the discretion of ClearingBroker,
equal to the Minimum Balance set forth at the end of this Agreement. Clearing Broker shall not be obligated to perform any of the
Services at any time that the aggregate fair marketvalue of the Deposit Account is
less than the Minimum Balance. Correspondent shall beobligated to deposit additional
cash or securities acceptable to Clearing Broker to cause the fairmarket value of
the Deposit Account to be maintained in an amount equal to the MinimumBalance. Clearing
Broker, upon 10 days' notice to Correspondent, may require the MinimumBalance to equal
the aggregate of all obligations for which indemnity may be sought byClearing Broker
pursuant to Section 9.

6.3
Nature of Deposit Account.The Deposit Account is not part of the capital ofClearing
Broker, does not constitute a partnership or equity interest in Clearing Broker, will notbe
subordinated to the claims of the creditors of Clearing Broker, and shall not be deemed to beMargin
for any Account, unless specifically agreed to in writing by the parties. Clearing Brokermay
use the funds and securities in the Deposit Account in the course of its business and shallnot
be obligated to pay Correspondent any fee or interest received on or derived from such use,except
for interest payable on the securities therein and interest on the cash balances at the rateset
forth in the attached Fee Schedule.

6.4
Clearing Broker Rights to Accounts.For any claim Clearing Broker may haveagainst
Correspondent or any Customer or Account, Correspondent grants Clearing Broker acontinuing
security interest and general lien upon the Deposit Account and Payment Account,and acknowledges Clearing Broker shall
have a right of setoff against any Accounts to the extent of any Account Debit or claim.
In connection therewith, Correspondent further grantsClearing Broker a security interest and right of setoff against all
the moneys, securities and other property belonging to Correspondent in the possession or
control of Correspondent or afinancial intermediary for the account of Correspondent and authorizes Clearing Broker to
perfect such security interest by giving notice thereof to such financial intermediary. In the event
Clearing Broker has a claim against Correspondent or against any Account or Customerwhich
has not been promptly paid, Clearing Broker shall have the right to satisfy the claim byliquidating
any securities or other property and withdrawing the amount, in any order, from thefollowing:
(i) the relevant Account; (ii) the Payment Account; (iii) the Deposit Account; and(iv)
other securities, cash, and property held by Clearing Broker for the Account, Customer orCorrespondent. Clearing Broker
shall notify Correspondent of any such liquidations and withdrawals.

6.5
Disposition upon Termination.Upon the termination or expiration of thisAgreement,
Clearing Broker shall deliver to Correspondent the contents of the Deposit Accountand
Payment Account on or before the 30th day following said termination or expiration, lessany
withdrawals or deductions made pursuant to this Agreement, and less any amount ClearingBroker
deems appropriate until a final resolution of any open items, claims or proceedingsregarding
any Account.

Section 7. Compliance
with PAYE Provisions

7.1
Compliance with No-Action Letter.In order to comply with the SEC No-ActionLetter,
dated November 3, 1998 (the "No-Action Letter"), relating to the capital treatment of assets in the proprietary account of a Correspondent
("PAM"), and to permit Correspondent touse PAIB assets in its net capital computations,
Correspondent understands, acknowledges andagrees that it shall identify to Clearing
Broker in writing all accounts that are, or from time totime may be, proprietary accounts
of Correspondent. The parties shall continue to adhere to theterms of the No-Action
Letter, including the Interpretations set forth therein, in all respects.

7.2
Computation.Clearing Broker shall perform a computation for PAM assets (the"PAIB
Reserve Computation") of Correspondent in accordance with the customer reservecomputation
set forth in Rule 15c3-3 (the "customer reserve formula") with the followingmodifications:

(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 PAM reservecomputation;

(b)              
Note E(3) to Rule 15c3-3a which reduces debit balances by 1% under thebasic
method and subparagraph (a)(1)(ii)(A) of the net capital rule which reduces debitbalances
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 thePAIB 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 customerreserve formula in Rule 15c3-3. The PAIB reserve
computation shall be prepared within thesame time frames as those prescribed by Rule
15c3-3 for the customer reserve formula.

7.3
Creation of Special Reserve Account.Clearing Broker shall establish and maintain aseparate
"Special Reserve Account for the Exclusive Benefit of Customers" with a bank in conformity with the standards of paragraph (0 of
Rule 15c3-3 (the "PAIB Reserve Account").Cash and/or qualified securities as defined
in the customer reserve formula shall be maintainedin the PAIB Reserve Account in
an amount equal to the PAIB reserve requirement.

7.4
Deposit Requirement.If thePAIB reserve computation results in a depositrequirement,
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 customerreserve formula shall not be satisfied
with excess debits from the PAIB reserve computation.

7.5
Failure to Satisfy Deposit Requirement.Upon discovery that any deposit made to thePAIB
Reserve Account did not satisfy its deposit requirement, Clearing Broker shall byfacsimile or telegram, immediately notify
its designated examining authority and the SEC. Unless a corrective plan is found acceptable
by the SEC and the designated examiningauthority, Clearing Broker shall provide Correspondent
with written notification within five (5)business days of the date of discovery that
PAM assets held by Clearing Broker shall not bedeemed allowable assets for net capital
purposes. The notification shall also state that ifCorrespondent 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 transferall PAM assets to another clearing broker. However, if the deposit
deficiency is remediedbefore the time at which Correspondent must transfer its PAM
assets to another clearingbroker, Correspondent may choose to keep its assets at Clearing
Broker.

7.6
Treatment of Commissions.Commissions receivable and other receivables ofCorrespondent
from Clearing Broker (excluding clearing deposits) that are otherwise allowable assets under the net capital rule may not be included
in the PAIB reserve computation, providedthat the amounts have been clearly identified
as receivables on the books and records ofCorrespondent and as payables on the books
of Clearing Broker,

7.7
Correspondent DEA Notification.Within two business days of entering into anyPAIB
Agreement, the Correspondent must notify its designated examining authority in writing that it has entered into such agreement
with a clearing broker.

7.8
PAIB Exclusion.The proprietary account of a Correspondent that is a guaranteedsubsidiary
of a clearing broker or who guarantees a clearing broker (i.e., guarantees allliabilities
and obligations) is to be excluded from the PAM reserve computation.

Section
8. Fees

8.1
Deduction of and Change in Fees.Clearing Broker shall charge Correspondent, andCorrespondent shall pay Clearing Broker,
the fees set forth in the attached Fee Schedule. Clearing Broker shall deduct the fees and
all other sums Correspondent owes to ClearingBroker from the Payment Account, the
Deposit Account or any other money or property ofCorrespondent held by or in the possession
and control of Clearing Broker. After the deductionof fees and charges, Clearing
Broker shall pay the balance in the Payment Account to the Correspondent within ten (10) days after the final settlement date of
each month. In the eventthat the Payment Account balance is insufficient to cover
the balance due the Clearing Brokerthen Correspondent will settle the balance due
within ten (10) days. Clearing Broker may amend the Fee Schedule at any time to add new or expanded Services at prices containedwithin a notice to Correspondent. Effective no sooner than six (6) months from the
date of thisAgreement, Clearing Broker may amend the Fee Schedule to increase the
fees upon ninety (90)days' notice to Correspondent.

8.2
Additional Consideration.As additional consideration for performing the Services,Clearing
Broker shall be entitled to retain the benefit of utilizing the funds and securities in theAccounts
and of carrying Account Debits. Except as otherwise agreed by the parties, no interest shall be paid or credit given for any credit
balances which may be left on deposit with ClearingBroker. Interest income earned
through charges on Account Debits in any Account shall beproprietary to and fully
retained by Clearing Broker. Clearing Broker shall bear the costs of anyMargin to
effect stock borrows.

Section 9. Indemnification

9.1
Indemnity.Each party shall indemnify and hold harmless the other, and itscontrolling persons, officers, directors,
agents, servants and employees (the "Indemnified Party"), from and against costs, losses, claims,
liabilities, fines, penalties, damages and expenses (including reasonable attorney and accountant fees) (individually, a "Claim",collectively, the "Claims")arising out of or resulting from any actual or alleged
breach of thisAgreement, the enforcement of this Agreement, or any failure or omission to fully carry out any
duties or obligations under this Agreement by the indemnifying party or any breach of anyrepresentation
or warranty herein; provided, however, that Clearing Broker shall be liable toindemnify
Correspondent only in the event of Clearing Broker's willful misconduct or grossnegligence.
In no event will Clearing Broker be responsible to any person for indirect,incidental, consequential or any similar damages,
economic loss or lost profits arising out of any action or inaction by it, regardless of any
notice.

9.2
Notice of Claim.The Indemnified Party shall give prompt notice of a Claim (the"Notice
of Claim") to the indemnifying party and, when known, the facts forming the basis forthe
Claim, and the indemnifying party shall promptly pay such Claim. If a Claim involves anyclaim
or demand by a third party, the indemnifying party shall be entitled (without prejudice tothe
right of any Indemnified Party toparticipate at its own expense through counsel of its ownchoosing)
to defend or prosecute such a Claim at its expense and through counsel of its ownchoosing,
if it gives written notice to the Indemnified Party within fifteen (15) days after theNotice
of Claim is given. If the indemnifying party has assumed the defense of a Claim, theIndemnified
Party shall not settle or compromise such Claim without the prior written consentof
the indemnifying party, which consent shall not be unreasonably withheld; provided,









however,
that an Indemnified Party may settle or compromise any Claim without such consentif
the Indemnified Party does not seek indemnification therefore.

9.3
Payment of Expenses.The indemnifying party shall promptly pay the expenses of anIndemnified
Party on a continuing basis in defending against a Claim. All such proper expenses not paid within thirty (30) days after an invoice
is rendered therefore shall bear interest at a rateequal to one hundred twenty-five
percent (125%) of the interest rate charged for Margin underthe terms of this Agreement.

9.4
Claims not Covered.Clearing Broker shall notbe responsible or liable for any Claimor
damages arising out of or caused, directly or indirectly, by a failure to perform, or delay inperformance
of any obligations under this Agreement caused by circumstances beyondClearing Broker's
reasonable control, including, without limitation: (i) acts of God; (ii)interruption,
unauthorized entry into, delay in, loss (partial or complete) of computer hardwareor
software, data processing system, market data system, order entry system, public utility,telecommunication
service or communication network used by Clearing Broker, whether or notowned by
Clearing Broker, (iii) act of civil or military authority; (iv) sabotage, riot, naturalemergency,
epidemic, war, government action, civil disturbance, explosion, earthquake, flood,fire
or other catastrophe; (v) strike or other labor disturbance; (A) Exchange, FINRA orgovernment
order, rule or regulation; (vii) energy or natural resource difficulty orshortage; and(viii)
inability to obtain materials, equipment or transportation.

9.5 Survival.The indemnification provisions of this Agreement shall remain operative and in full force
and effect, regardless of the termination of this Agreement, and shall surviveany
such termination.

Section
10. Effectiveness and Termination.

10.1
Effectiveness.Subject to the approval of the FINRA and any other self-regulatoryorganization
or entity as required under the Applicable Rules, this Agreement shall be effectiveas
of the date first written below, and shall have an initial term of sixty (60) months (the "Initial Term") from the effective date
hereof unless and until terminated as hereinafter provided in thisSection 10. This
Agreement will automatically renew for successive periods (each, a "RenewalTerm")
equal to the Initial Term unless it is terminated in accordance with the provisions of this Section 10. The clearing relationship
defined by this Agreement will be considered exclusive toLegent Clearing LLC or its
successors. The Correspondent will not be permitted to engage inadditional securities
clearing relationships without the written permission of Legent Clearing LLC or its successors.

10.2
Termination Notice.Subject to the terms and conditions of this Agreement, this Agreement may be terminated without cause by
either party within ninety (90) days' prior tothe expiration of Initial Term or Renewal
Term of the Agreement by written notice to the otherparty. In the event Correspondent
terminates this Agreement, Correspondent shall pay thereasonable expenses of Clearing
Broker in connection with transferring, converting or closingthe Accounts. Correspondent may terminate this Agreement upon
notice given ninety (90) days' prior to any date established by Clearing Broker for the effective
date of an increase in overall fees by more than ten (10) percent in accordance with Section 8.1.

10.3
Termination upon Default.Inthe event either party defaults in the performance oftheir
respective obligations under this Agreement, the non-defaulting party may terminate thisAgreement
by delivering written notice to the defaulting party specifying the nature of such









default
and notifying the defaulting party that the default must be cured within the followingthirty
(30) days. If the defaulting party fails to cure the default within the prescribed 30-dayperiod,
the Agreement shall be deemed terminated forthwith without further notice.

10.4 Immediate
Termination.This Agreement may be deemed terminated immediately in the event Correspondent
or Clearing Broker shall: (i) become or be declared insolvent; (ii)voluntarily file
or be the subject of a petition commencing a case under any chapter of Title 11 of the United States Code; (iii) make a general
assignment for the benefit of its creditors; (iv) admit in writing its inability to pay its debts as they mature; (v) file an application
or consent tothe appointment of, or there is appointed, any receiver, or a permanent
or interim trustee of thatparty or any of its subsidiaries, as the case may be, or
all or any portion of its property,including, without limitation, the appointment
or authorization of a trustee, receiver or agentunder applicable law or under a contract to take charge of its property
for the purpose of enforcing a lien against such property or for the purpose of general administration
of suchproperty for the benefit of its creditors; (vi) file a petition seeking a reorganization
of itsfinancial affairs or to take advantage of any bankruptcy, reorganization, insolvency,readjustment of debt, dissolution or liquidation law or statute or file an answer admitting
thematerial allegations of a petition filed against it in any proceeding under any
such law orstatute; or (vii) determine that any statement, representation, warranty
or covenant made hereinor any document provided in connection with this Agreement
shall be, or was at the time made false or misleading in any material respect.

10.5
Termination or Limitations of Services by Clearing Broker.Clearing Broker mayterminate
this Agreement at any time upon notice to Correspondent in the event ClearingBroker
determines, in its sole discretion, that: (i) there has been a material adverse change inthe
financial condition, results of operations of Correspondent or business profile; (ii) there hasbeen
a material adverse change inthe creditworthiness of Correspondent; (iii) the SEC, theFTNRA
or other regulatory body have provided notice or, in its sole discretion, Clearing Brokerhas
determined that continuing one or more Services to Correspondent would result in aviolation
of any Applicable Rule, or (iv) it has or may have Claims arising out of a breach ofthe
obligations of the Correspondent under this Agreement, including, without limitations, those under Sections 3 and 8 hereof, in
excess of ninety percent (90%) of the aggregatebalances in the Payment Account and Deposit Account. Clearing Broker may,
at its sole discretion, choose to limit the availability of the Services so as to enable Clearing Broker to limit
its exposure to any risks posed to Clearing Broker by the Accounts. Such limitations onServices may include, but are not
limited to: 1)the refusal by Clearing Broker to accept additional orders for any Accounts
or restricting orders to liquidating orders only; 2) the refusalto take or make delivery
on one or more Transactions or to finance such Transactions; 3) thetermination of Clearing Broker's relationship with any
Accounts; or 4)the imposition by Clearing Broker of higher Margin requirements in
anyor all Accounts. Any determination byClearing Broker not to terminate
this Agreement pursuant to this Section 10 shall not act as awaiver of Clearing Broker's
rights hereunder.

10.6
Effect of Termination.Any termination of this Agreement shall not release ClearingBroker
or Correspondent from any liability or responsibility to the other with respect toTransactions effected prior to the effective
date of the termination, whether or not claims relating to such transactions shall have been
made before or after the termination.

10.7 Termination
Fee. If,for any reason, Correspondent terminates this Agreement, Correspondent shall
pay certain fees to Clearing Broker. The fees are to include but not belimited to: (a) the termination fee (the "Termination Fee") as liquidated damages,
and not as apenalty, specified on the attached Fee Schedule; (b) the expenses of Clearing Broker in connection
with transferring, converting or closing the Accounts and (c) the monthly fees dueon the remaining term of the Agreement
(the greater of the stated monthly minimum or a monthly fee based on the average of the trailing
twelve (12) months fees). Other fees that maybe appropriate are noted in Schedules
A.

In
the event that Correspondent is the subject of the issuance of a protective decree pursuant tothe
Securities Investor Protection Act of 1970 (15 USC 78aaa-III), Clearing Broker's claim forpayment
of a termination fee under this agreement shall be subordinate to claims ofCorrespondent's
customers that have been approved by the trustee appointed by the SecuritiesInvestor
protection Corporation pursuant to the issuance of such protective decree.

10.8 Conversion
of Accounts.In the event that this Agreement is terminated for any reason, Correspondent
shall arrange for the conversion of the Accounts to another clearingbroker or to Correspondent if it becomes self-clearing.
Correspondent shall give Clearing Broker Notice (the "Conversion Notice") of: (i) the name of the broker that will assume responsibility
for clearing services for the Accounts; (ii) the date on which such broker willcommence
providing such services; (iii) Correspondent's undertaking, in form and substancesatisfactory
to Clearing Broker, that Correspondent's agreement with such clearing brokerprovides
that such clearing broker will accept on conversion all Accounts then maintained byClearing
Broker; and (iv) the name of an individual or individuals within new clearing broker'sorganization
whom Clearing Broker may contact to coordinate the conversion. The ConversionNotice
shall accompany Correspondent's notice of termination given pursuant to thisParagraph. If Correspondent fails to give Conversion
Notice to Clearing Broker, Clearing Broker may notify Correspondent's Customers as Clearing
Broker deems appropriate of theterms of this Agreement and may make such arrangements
as Clearing Broker deemsappropriate for the transfer or delivery of the Accounts. The expense of notifying those Customers
and making such arrangements shall be charged to Correspondent.

Section 11. Arbitration

Any dispute
or controversy between Correspondent and Clearing Broker relating to or arising out of this
Agreement shall be settled by arbitration before and under the rules of the FINRA. In the event that the FINRA shall decline or
refuse jurisdiction of such dispute or controversy, the arbitration shall be conducted before and under the rules of the AmericanArbitration Association. Any arbitration hearing shall be held in Omaha, Nebraska.
Anyarbitration award may be entered in any court of competent jurisdiction.

Section 12.
General Provisions

12.1
Applicable Law.This Agreement shall be governed by and construed in accordancewith
the laws applicable to contracts made and to be performed within the State of New York.

12.2
Invalid Provisions.To the extent any provision of this Agreement is inconsistentwith
or in violation of an Applicable Rule, that provision shall be deemed deleted as part of thisAgreement
and shall not otherwise affect any other provision of this Agreement. The partiesshall
use their best efforts to agree upon a valid and enforceable provision which shall be areasonable
substitute for such deleted provision in light of the tenor of this Agreement. Anyprovision
of this Agreement that is invalid or unenforceable in any jurisdiction shall, with respect
to such jurisdiction, be ineffective to the extent of such invalidity or unenforceabilitywithout affecting the remaining
provisions of this Agreement or affecting the validity or enforceability of that provision
in any other jurisdiction.

12.3 Notices.Notices shall be in writing delivered to the party at the address set forth herein or
such other address as each shall designate to the other and shall be deemed givenwhen
mailed by first class mail or courier, or by facsimile transmission.

12.4
Assignment.This Agreement shall be binding upon all successors, assigns ortransferees
of Clearing Broker or Correspondent, irrespective of any change with regard to thename
or the personnel of Clearing Broker or Correspondent. Any assignment of this Agreementshall
be subject to the requisite review, approval and consent of any regulatory or self-regulatory
agency or body whose review, approval and consent must be obtained prior to theeffectiveness
and validity of such assignment. No assignment of this Agreement byCorrespondent shall
be valid unless Clearing Broker consents to such an assignment in writing.Any assignment by Clearing Broker to any subsidiary
that it may create or to a company affiliated with or controlled directly or indirectly by
it will be deemed valid and enforceablewithout consent from Correspondent.

12.5
Amendments.This Agreement represents the entire Agreement between the partieswith
respect to the subject matter contained herein. This Agreement may not be changed orallybut
only by an agreement in writing and signed by the party against whom enforcement of anywaiver,
change, modification or discharge is sought. This Agreement represents the entireagreement
among the parties, and supersedes all prior agreements and understandings withrespect to the subject matter contained herein.
The waiver or failure to act by a party with respect to a breach by the other party of any
provision of this Agreement shall not constitute awaiver of any subsequent breaches
of that or any other provisions of this Agreement and shallnot constitute an amendment
of this Agreement.

12.6
Headings.The headings contained in this Agreement are for convenience only andshall not be deemed to be a part of
the Agreement, or affect the meaning or interpretation of any provision of this Agreement.

12.7
Counterparts.This Agreement may be executed in one or more counterparts, each ofwhich
shall be deemed an original and all of which together shall constitute one and the sameAgreement.

12.8
Beneficiaries. The impositionor allocation of any burden or duty on or to one or theother party bythis Agreement
does not and is not intended to impose or create any burden, right or duty in favor of or
for the benefit of any person or entity not a party to this Agreement.

12.9
Non-Solicitation of Employees. During the term of this Agreementand for a periodof
three (3) years after its termination, Correspondent agrees to refrain from directly orindirectly
soliciting, or causing to be solicited, any employee ofClearing Broker, or anyaffiliated
entity or entities, for the purpose of inducing such person to become employed by orassociated
with Correspondent or any affiliated entity in any capacity. Any breach of thissection
shall be deemed a default by Correspondent entitling Clearing Broker to terminate thisAgreement
pursuant to Section 10.3 above. In such event, Correspondent shall pay thereasonable
out-of-pocket expenses of Clearing Broker in connection with converting and/orclosing
the Accounts. During the term of this Agreement Clearing Broker and affiliated entitiesagree
to refrain from directly or indirectly soliciting any employee of Correspondent to become employed by or associated with such firm
in any capacity. Any breach of this section shall bedeemed a default by Clearing
Broker entitling Correspondent to terminate this Agreementpursuant to Section 10.3
above. In such event, Clearing Broker shall pay the reasonable out of pocket expenses of Correspondent in connection with converting
and/or closing the Accounts.

12.10
Insurance.Correspondent agrees to maintain, and to provide Clearing Broker withwritten evidence (in the form of an
insurance certificate) thereof, of a Financial Institution Bond for Broker-Dealers (Fidelity
Bond), Standard Form No. 14, or its equivalent, (a) in theamount of at least $250,000.00covering any and all losses directly from any dishonest orfraudulent acts and/or omissions of Correspondent's employees
and agents, and (b) issued by an insurance company with an A.M. Best rating of no less than
A-,

12.11
Citations.Any reference to the rules or regulations of the SEC, FINRA, Exchange,or
any other regulatory or self-regulatory organization are current citations. Any changes in the citations (whether or not there
are any changes in the text of such rules or regulations) shall beautomatically incorporated
herein.









BOTH
PARTIES HERETO REPRESENT THAT THEY HAVE READ THIS AGREEMENT,UNDERSTAND IT, AGREE TO
BE BOUND BY ALL TERMS AND CONDITIONSSTATED HEREIN, AND ACKNOWLEDGE RECEIPT OF A SIGNED,
TRUE, ANDEXACT COPY OF THIS AGREEMENT.

IN
WITNESS WHEREOF,Clearing Broker and Correspondent have executed thisAgreement
as of the date set forth below.



LEGENT
CLEARING, LLC.





By: Raymond Maratea



Its: President



Signature: _____________________







Network
1 Financial Securities, Inc.





By: William R. Hunt,
Jr.



Its: President



Signature: _____________________



2
Bridge Avenue, Suite 241Red Bank NJ 07701

A (check one)

√ Corporation

Limited Partnership / General
Partnership

Limited Liability Company

State of Organization: Texas

Minimum Balance: Clearing Deposit $100,000.00

Dated: 4/15/2010