**Exhibit 10.8**

** **

**Morgan Stanley**

**Private Wealth Management**

14-81836

Account Number

**Client****Agreement**

 

This Agreement governs theUndersigned customer’s (the “Undersigned”) account at Morgan Stanley & Co.Incorporated (“Morgan Stanley”). “You” and “your” refer to Morgan Stanley &Co. Incorporated, its parents, subsidiaries and affiliates, wherever located.To the extent not inconsistent with any margin agreement executed by theUndersigned, this agreement is in addition to and supplements any such margin agreementwhich shall remain in full force and effect.

 

**1.    ****Security interest and lien**

All collateral which youmay at any time be carrying for the Undersigned or which may at any time be inyour possession or control for any purpose, including safekeeping, and anyproceeds and distributions there from, shall be subject to a general lien and acontinuing, first security interest for the discharge of all obligations andliabilities of the Undersigned to you in connection with Account Number14-81836 and 14-A045D; irrespective of whether or not you have made advances inconnection with such securities, commodities or other property, andirrespective of the number of accounts the Undersigned may have with you, orwhether Morgan Stanley & Co. International Limited, Morgan Stanley JapanLtd., Morgan Stanley Asia Ltd., Morgan Stanley Trust Company, Morgan StanleyGMBH, Morgan Stanley Bank Luxembourg, Morgan Stanley Market Products Inc.,Morgan Stanley Capital Group Inc., Morgan Stanley Group Inc., Morgan Stanley& Co. Incorporated and their officers, directors, agents and/or otheremployees (also collectively referred to as the “Morgan Stanley Entities”)holds such Collateral. You and the Undersigned each acknowledge and agree thateach Morgan Stanley Entity which holds Collateralholds such Collateral for itself and also as agent andbailee for all other Morgan Stanley Entities which are secured parties underany Contract in connection with Account Number 14-81836 and 14-A045D. You may,at any time at your discretion and without prior notice to the Undersigned,use, apply, or transfer any and all securities or other propertyinterchangeably between Morgan Stanley Entities in connection with AccountNumber 14-81836 and 14-A045D other than from Regulated Commodity Accounts. Inthe event of a breach or default under this agreement, you shall have all rightsand remedies available to a secured creditor under any applicable law inaddition to the rights and remedies provided herein. All collateral deliveredto you shall be free and clear of all prior liens, claims and encumbrances, andthe Undersigned will not cause or allow any of the collateral in yourpossession or control, whether now owned or hereafter acquired, to be or becomesubject to any liens, security interests, mortgages or encumbrances of anynature other than the security interest created in your favor. The Undersignedshall execute such documents and take such other action as you shall reasonablyrequest in order to perfect your rights with respect to any such collateral. Alternatively,the Undersigned appoints you as the Undersigned’s attorney-in fact to act onthe Undersigned’s behalf to sign, seal, execute, file and deliver alldocuments, and do all such acts as may be required, to perfect or realize upon allrights in the securities or other property. 

 

**2.     Rights of Morgan Stanley**

Youare hereby authorized, in your discretion, (a) upon the Undersigned’s death orbreach of this agreement, (b) upon a breach, repudiation, misrepresentation ordefault (howsoever characterized) by the Undersigned under any securitiescontracts, commodities contracts, forward contracts, repurchase agreements,swap agreements, howsoever any such agreement may be evidenced, includingagreements confirmed in writing by only one party thereto (this agreement, andall such contracts and transactions in connection with Account Number 14-81836 and14-A045D, collectively “Contracts”), (c) upon the failure by the Undersigned togive adequate assurance of due performance as set forth in Paragraph 8 hereof,which shall constitute a material and additional breach, repudiation,misrepresentation or default (howsoever characterized) under the terms of allContracts, to terminate, liquidate and accelerate any and all Contracts and toexercise any right under any security relating to any Contract and any right tonet or set off payments which may arise under any Contract or other agreementor under agreement or under applicable law, (d) upon the filing by or againstthe Undersigned of a petition or other proceeding in bankruptcy, insolvency, orfor the appointment of a receiver, (e) upon the levy of an attachment againstany property or the accounts of the Undersigned, (f) upon the failure of theUndersigned to fulfill or discharge any obligations relating to the purchase orsale of securities or commodities, including but not limited to the failure tomake a payment on demand, or (g) should you for any reason whatsoever deem itnecessary or desirable for your protection, to cancel any outstanding orders forthe purchase or sale of any securities or other property, or to sell any or allof the securities and commodities or other property which may be in yourpossession or control (either individually or jointly with others), or to buyin any securities, commodities or other property of which the account oraccounts of the Undersigned may be short. Such sale, purchase or cancellationmay be made on the exchange or other market where such business is then usuallytransacted, or at public auction or private sale, without advertising the sameand without any notice of the time or place of sale to the Undersigned or tothe personal representatives of the Undersigned, all of which are expresslywaived, and you may purchase the whole or any part thereof free from any rightof redemption, and the Undersigned shall remain liable for any deficiency; itbeing understood that a prior tender, demand or call of any kind from you, orprior notice from you, of the time and place of such sale or purchase shall notbe considered a waiver of your right to sell or buy any securities and/orcommodities and/or other property held by you, or which the Undersigned may oweto you, at any time as provided herein.

 

*Morgan Stanley is a service mark of Morgan Stanley DeanWitter & Co. Services are offered through Morgan Stanley & Co.Incorporated, member SIPC.*

 

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**3.     Adequate assurances**

If at any time you have reasonable grounds forinsecurity with respect to the Undersigned’s performance of any of itsObligations, you may demand, and the Undersigned shall give, adequate assuranceof due performance by the Undersigned within 24 hours, or within any shorterperiod of time you demand, that is reasonable under the circumstances. Theadequate assurance of performance that may be demanded by you may include, butshall not be limited to, the delivery by the Undersigned to you of additionalproperty such as cash, securities, commodities and other property which mayfrom time to time be held or carried in Account Number 14-81836 and 14-A045D for the Undersigned, that is due tothe Undersigned in connection with Account Number 14-81836 and 14-A045D or thatis delivered to or in the possession or control or any of your agents in connection with Account Number14-81836 and 14-A045D, and any proceeds thereof****(“collateral”).

 

**4.     Netting and set off rights of MorganStanley**

You shall have the right,at any time and from time to time, to set off any and all your Obligationsagainst any and all Obligations of the Undersigned, to foreclose on anyCollateral for the purpose of satisfying any and all Obligations of theUndersigned. The Undersigned agrees that the fulfillment of the Obligation ofany Morgan Stanley Entity is contingent upon there being no breach,repudiation, misrepresentation or default (howsoever characterized) by theUndersigned which has occurred and is continuing under any Contract. Forpurposes of this Agreement obligations shall mean any and all obligations of aparty arising at any time and from time to time, whether or not mature or contingent,under or in connection with Contracts, including without limitation, paymentand delivery obligations, obligations relating to the extension of credit or topay damages (including costs of cover) and payment of legal and other expensesincurred in connection with the enforcement of Contracts. 

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**5.    ****Currency conversion**

You shall have the rightto convert currencies in connection with the exercise of your rights hereunderin such a manner as you may determine, in your sole discretion, to be commerciallyreasonable.

 

**6.     Maintenance of collateral**

All securities,commodities or other property, now or hereafter in your possession or controlin connection with Account Number 14-81836 and 14-A045D (either individually orjointly with others), or deposited to secure the same in connection withAccount Number 14-81836 and 14-A045D, including proceeds and distributionsthereof, may from time to time and without notice to the Undersigned, becarried in your general loans and may be pledged, repledged, hypothecated orrehypothecated, separately or in common with other securities, commodities orother property, for the sum due to you thereon or for a greater sum and withoutretaining in your possession and control for delivery a like amount of similarsecurities, commodities, or other property. 

 

**7.    ****Short****and long sales**

Itis understood andagreed that the Undersigned, when placing with you any sell order for a shortaccount, will designate it as such and hereby authorizes you to mark such orderas being “short,” and when placing with you any sell order for a long account,will designate it as such and hereby authorizes you to mark such order as being“long.” Any sell order which the Undersigned shall designate as being for a long account, asabove provided, is for securities then owned by the Undersigned and, if suchsecurities are not then deliverable by you from any account of the Undersigned,the placing of such order shall constitute a representation by the Undersignedthat it is impracticable for the Undersigned then to deliver such securities toyou but that the Undersigned will deliver them as soon as it is possible to doso, without undue convenience or expense to you. 

 

**8.     Failure of delivery**

Incase of the sale of any security, commodity, or other property by you at thedirection of the Undersigned and your inability to deliver the same to thepurchaser by reason of failure of the Undersigned to supply you therewith, theUndersigned authorizes you to borrow or purchase any such security, commodity,or other property necessary to make delivery thereof. The Undersigned herebyagrees to be responsible for any loss which you may sustain thereby and anypremiums which you may be required to pay thereon, and for any loss which youmay sustain by reason of your inability to borrow or purchase the security,commodity, or other property sold to fulfill your delivery obligation. 

 

**9.     Confirmations, statements,and other****communications**

Reportsof the execution of orders and statements of the account or accounts of the Undersignedshall be conclusive and binding if not objected to in writing, the formerwithin five days, and the latter within ten days, after transmittal by you tothe Undersigned by mail or otherwise. Communications may be sent to theUndersigned at the address of the Undersigned, or at such other address as theUndersigned may hereinafter give you in writing, and all communications sosent, whether by mail, telegraph, messenger or otherwise, shall be deemed givento the Undersigned personally as of the date sent, whether actually received ornot. 

 

**10.  No obligation**

TheUndersigned agrees that you shall be under no obligation whatsoever to enterinto any Contract with the Undersigned. 

 

**11. ****Notices**

Communicationsmay be sent to the Undersigned at its address or at such other address as theUndersigned gives you in writing. All communications so sent, whether by mail,telegraph, messenger or otherwise, will be considered to have been given to theUndersigned personally upon such sending, whether or not the Undersignedactually receives them. 

 

**12.  Extraordinary events**

TheUndersigned agrees that you will not be liable for any loss caused, directly orindirectly, by government restrictions, exchange or market rulings, suspensionsof trading, war (whether declared or undeclared), terrorist acts, insurrection,riots, fires, flooding, strikes, failure of utility services, accidents,adverse weather or other events of nature, including but not limited toearthquakes, hurricanes and tornadoes, or other similar conditions or events.In the event that any communications network, data processing system, orcomputer system you use or used by the Undersigned, whether you own it or not,is rendered inoperable, you will not 

 

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beliable to the Undersigned for any loss, liability, claim, damage or expenseresulting, either directly or indirectly, therefrom. 

 

**13.  Liability for costs ofcollection**

Tothe extent permitted by the law of the State of New York, the Undersigned agreesto pay you the reasonable costs and expenses of collection, including attorney'sfees, for any debit balance and any unpaid deficiency that it owes in theSecurities Account. 

 

**14.  Applicable rules andregulations**

Alltransactions under this Agreement shall be subject to the rules and regulationsof all applicable federal, state and self-regulatory authorities including butnot limited to the Securities and Exchange Commission, all relevant securitiesand commodities exchanges, the Municipal Securities Rulemaking Board, theNational Association of Securities Dealers, the Board of Governors of theFederal Reserve System and the constitution, rules and customs of the exchangeor market (and its clearing house, if any) where executed. 

 

**15.  Choice of dispute resolution**

ANY DISPUTE THE UNDERSIGNED MAY HAVE WITH YOUARISING OUT OF, RELATING TO OR IN CONNECTION WITH THE UNDERSIGNED’S BUSINESSAND ANY TRANSACTION OR CONTRACT BETWEEN THE PARTIES TO THIS AGREEMENT SHALL BEDETERMINED BY ARBITRATION OR LITIGATION IN COURT AT THE ELECTION OF THEUNDERSIGNED. REGARDLESS OF WHETHER THE UNDERSIGNED CHOOSES TO PROCEED BYARBITRATION OR LITIGATION, YOU AND THE UNDERSIGNED AGREE TO FOLLOW THEPROCEDURES, AND ABIDE BY THE REQUIREMENTS, LISTED BELOW. 

•          Arbitration is final andbinding on the parties. 

•            The parties are waiving theirright to seek remedies in court, including the right to jury trial. 

•            Pre-arbitration discovery isgenerally more limited than and different from court proceedings. 

•            The arbitrators’ award is notrequired to include factual findings or legal reasoning and any party’s rightto appeal or to seek modification of rulings by the arbitrators is strictlylimited. 

•            The panel of arbitrators will typically include aminority of arbitrators who were or are affiliated with the securitiesindustry. 

THEUNDERSIGNED AGREES THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN THEUNDERSIGNED AND YOU, INCLUDING BUT NOT LIMITED TO THOSE INVOLVING ANYTRANSACTION OR THE CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS OR ANY OTHERAGREEMENT BETWEEN THE PARTIES, WHETHER ENTERED INTO PRIOR, ON OR SUBSEQUENT TOTHE DATE HEREOF, SHALL BE DETERMINED BY ARBITRATION. ANY ARBITRATION UNDER THISAGREEMENT SHALL BE CONDUCTED ONLY BEFORE THE NEW YORK STOCK EXCHANGE, INC., THEAMERICAN STOCK EXCHANGE, INC., OR AN ARBITRATION FACILITY PROVIDED BY ANY OTHEREXCHANGE, THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., OR THEMUNICIPAL SECURITIES RULEMAKING BOARD, AND IN ACCORDANCE WITH ITS ARBITRATIONRULES THEN IN FORCE. THE UNDERSIGNED MAY ELECT IN THE FIRST INSTANCE WHETHERARBITRATION SHALL BE CONDUCTED BEFORE THE NEW YORK STOCK EXCHANGE, INC., OTHEREXCHANGES, THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., OR THEMUNICIPAL SECURITIES RULEMAKING BOARD, BUT IF THE UNDERSIGNED FAILS TO MAKESUCH ELECTION, BY REGISTERED LETTER OR TELEGRAM ADDRESSED TO YOU AT THE OFFICEWHERE THE UNDERSIGNED MAINTAINS ITS ACCOUNT, BEFORE THE EXPIRATION OF FIVE DAYSAFTER RECEIPT OF A WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION, THEN YOU MAYMAKE SUCH ELECTION. JUDGMENT UPON THE AWARD OF THE ARBITRATORS MAY BE ENTEREDIN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. 

 

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

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**I.    the class certification is denied;**

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**II.   the class is decertified; or**

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**III.  the Undersigned is excluded from the class bythe court.**

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**Suchforbearance to enforce an agreement to arbitrate shall not constitute a waiverof any rights under this Agreement except to the extent stated herein.**

 

UNLESS THE PARTIESOTHERWISE AGREE IN WRITING, WHEN ANY DISPUTE ARISES, ANY LITIGATION MUST BEINSTITUTED IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEWYORK OR THE SUPREME COURT OF THE STATE OF NEW YORK FOR THE COUNTY OF NEW YORK.ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION IS HEREBY WAIVEDBY ALL PARTIES TO THIS AGREEMENT. 

 

**16.  Applicable law; Enforceability**

THIS AGREEMENT, ITSENFORCEMENT, ANY CONTRACT AND ANY DISPUTE BETWEEN THE PARTIES, WHETHER ARISINGOUT OF OR RELATING TO THE UNDERSIGNED’S ACCOUNTS OR OTHERWISE, SHALL BEGOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAWRULES; and its provisions shall be continuous, shall cover individually andcollectively all accounts which the Undersigned may open or reopen with you,and shall inure to the benefit of the Undersigned’s present organization andany successor organization, irrespective of any change or changes at any timein the personnel thereof, for any cause whatsoever, and of the assigns of theUndersigned’s present organization or any successor organization, and shall bebinding upon the 

 

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Undersigned,and/or the estate, executors, administrators, trustees, agents, officers,directors and assigns of the Undersigned. 

 

**17.  Representations**

TheUndersigned represents that neither we, nor any other persons, who have anownership interest in the account(s) or have authority over the account(s) arecurrently, or have been in the past, a senior foreign political figure(1) orany immediate family member(2) or close associate(3) of a senior foreignpolitical figure within the meaning of the U.S. Department of Treasury’sGuidance on Enhanced Scrutiny for Transactions That May Involve the Proceeds ofForeign Official Corruption(4) and as referenced in the USA PATRIOT Act of 2001(the “PATRIOT Act”).(5) If we, or any other persons, who have an ownershipinterest in the account(s) or have authority over the account(s) are currently,or have been in the past, a senior foreign political figure (as defined above),we shall disclose such to Morgan Stanley. Furthermore, we agree to provide toMorgan Stanley with such information as may be required by U.S. law to openand/or to service our account(s). Except to the extent prohibited by anyapplicable local law, regulation, and/or sanction program, by signing thisAgreement we, and any other persons, who have an ownership interest in theaccount(s) or have authority over the account(s), agree that that theseaccount(s) will not be used for any transactions with, or for the benefit,directly or indirectly, for any persons, entities or governments subject to thesanctions administered by the Office of Foreign Assets Control of the U.S.Department of Treasury. 

 

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(1)  A “senior foreign political figure” is defined as a seniorofficial in the executive, legislative, administrative, military or judicialbranches of a foreign government (whether elected or not), a senior official ofa major foreign political party, or a senior executive of a foreigngovernment-owned corporation. In addition, a “senior foreign political figure”includes any corporation, business or other entity that has been formed by, orfor the benefit of, a senior foreign political figure. 

(2)  “Immediatefamily” of a senior foreign political figure typically includes the figure’sparents, siblings, spouse, children and in-laws. 

(3)  A “close associate” of a senior foreignpolitical figure is a person who is widely and publicly known to maintain anunusually close relationship with the senior foreign political figure, andincludes a person who is in a position to conduct substantial domestic andinternational financial transactions on behalf of the senior foreign politicalfigure. 

(4)  For a fuller discussion of the precedingterms and definitions, see http://www.federalreserve.gov/boarddocs/srletters/2001/sr0103a1.pdf

(5)  The Uniting and Strengthening America byProviding Appropriate Tools Required to Intercept and Obstruct Terrorism Act of2001, Pub. L. No. 107-56 (2001).

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**18.  Severability**

Ifany provision of this Agreement is held to be invalid, illegal, void orunenforceable, by reason of any law, rule, administrative order or judicialdecision, such determination will not affect the validity of the remainingprovisions of this Agreement. 

 

**19.  IMPORTANT INFORMATION ABOUT PROCEDURES FOROPENING A NEW ACCOUNT OR ESTABLISHING A NEW CUSTOMER RELATIONSHIP**

To help the U.S.government fight the funding of terrorism and money laundering activities,Federal law requires all U.S. financial institutions to obtain, verify, andrecord information that identifies each individual or institution that opens anaccount. 

 

What this means: Whenentering into a new customer relationship with Morgan Stanley, the Firm willask for your name, address, date of birth (as applicable), and otheridentification information. This information will be used to verify youridentity. As appropriate, the Firm may, in its discretion, ask for additionaldocumentation or information. If all required documentation or information isnot provided, Morgan Stanley may be unable to open an account or establish arelationship with you. 

 

**20.  Headings**

The heading of eachprovision of this Agreement is for descriptive purposes only and shall not bedeemed to modify or qualify any of the rights or obligations set forth in eachsuch provision. 

 

By signing below, Iacknowledge: 

 

1.               That this Agreement contains a pre-dispute arbitrationclause in paragraph 15; and 

 

2.               Receipt of a copy of the attached Agreement form,consisting of 20 numbered paragraphs as of this date; 

 

3.               Receipt of a copy of Morgan Stanley’s U.S. PrivacyPolicy (solely for individual account holders). The Privacy Policy, and therights granted therein, are not applicable to partnerships, corporations,trusts or other non-individual account holders. 

 
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/s/ Bruce R. Wright                        |
|---------------------------------------------------------|
| Signature (Primary  Account Holder)                     |
|  

Chief Financial Officer                         |
| Title (For special  accounts, e.g. Trustee)             |
|  

December 16, 2004                               |
| Date                                                    |
|  

                                           |
| Signature (Secondary  Account Holder, if Joint Account) |
|  

                                           |
| Title (For special  accounts, e.g. Trustee)             |
|  

                                           |
| Date                                                    |

 

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MorganStanley 

PrivateWealth Management

14-81836

Account Number

**Margin****Agreement**

 

Inconsideration of your accepting one or more accounts of the undersigned (whetherdesignated by name, number or otherwise), your agreeing to act as broker forthe undersigned’s purchase or sale of securities or commodities, or yourentering into any contract with the undersigned from time to time, including,without limitation, securities contracts, commodity contracts, forwardcontracts, repurchase agreements, or swap agreements, howsoever any suchagreement may be evidenced, including agreements confirmed in writing by only oneparty thereto (this agreement, and all such contracts and transactions,collectively “Contracts”), the undersigned agrees to the following with respectto Account Number14-81836 and 14-A045D for extensions of credit, the purchase andsale of securities, options, and other property, or any transaction betweenyou and the undersignedin connection with Account Number 14-81836 and 14-A045D,and for thepurpose of granting you rights of netting and set off and of foreclosure oncash, securities, commodities and other property which may from time to time beheld or carried in AccountNumber 14-81836 and 14-A045D for the undersigned, that is due to theundersigned in connection with Account Number 14-81836 and 14-A045D, or that isdelivered to or in the possession or control of you or any of your agents in connection with Account Number14-81836 and 14-A045D, and any proceeds thereof (“Collateral”). Forpurposes of this agreement, “you” and “your” refer to Morgan Stanley & Co.Incorporated, Morgan Stanley & Co. International Limited, MorganStanley Japan Ltd., Morgan Stanley Asia Ltd., Morgan Stanley Trust Company,Morgan Stanley GMBH, Morgan Stanley Bank Luxembourg, Morgan Stanley MarketProducts Inc., Morgan Stanley Capital Group Inc., Morgan Stanley Group Inc.,and any of their subsidiaries, parents, affiliates, divisions, officers,directors, agents and/or employees (also collectively referred to as “MorganStanley” and the “Morgan Stanley Entities").

*** ***

**1.****     Applicable rules and regulations**

Alltransactions under this agreement shall be subject to the rules and regulationsof all applicable federal, state and self-regulatory authorities including butnot limited to the Securities and Exchange Commission, all relevant securitiesand commodity exchanges, the Municipal Securities Rulemaking Board, theNational Association of Securities Dealers, the Board of Governors of theFederal Reserve System and the constitution, rules and customs of the exchangeor market (and its clearinghouse, if any) where executed.

 

**2.     Security interest and lien**

Allcollateral which you may at any time be carrying for the undersigned or whichmay at any time be in your possession or control for any purpose, includingsafekeeping, and any proceeds and distributions therefrom, shall be subject toa general lien and a continuing first security interest for the discharge ofall Obligations and liabilities of the undersigned to you in connection withAccount Number 14-81836 and 14-A045D, irrespective of whether or not you havemade advances in connection with such Collateral, and irrespective of thenumber of accounts the undersigned may have with you, or which Morgan StanleyEntity holds such Collateral. For purposes of this agreement, “Obligations”shall mean any and all obligations of a party arising at any time and from timeto time, whether or not mature or contingent, related to the purchase or saleof securities or other property, or under or in connection with any and allContracts, including without limitation, payment and delivery obligations,obligations relating to the extension of credit or to pay damages (includingcost of cover) and payment of legal and other expenses incurred in connectionwith the enforcement of Contracts. You and the undersigned each acknowledge andagree that each Morgan Stanley Entity which holds Collateral holds suchCollateral for itself and also as agent and bailee for all other Morgan StanleyEntities which are secured parties under any Contract in connection with Account Number 14-81836and 14-A045D. You may, at any time at your discretion and without prior noticeto the undersigned, use, apply, or transfer any and all Collateralinterchangeably between Morgan Stanley Entities in connection with AccountNumber 14-81836 and 14-A045D other than from Regulated Commodity Accounts. Inthe event of a breach or default under this or any other, agreement, youshall have all rights and remedies available to a secured creditor under anyapplicable law in addition to the rights and remedies provided herein. All Collateraldelivered to you shall be free and clear of all prior liens, claims andencumbrances, and the undersigned will not cause or allow any of the Collateralin your possession or control, whether now owned or hereafter acquired, to be orbecome subject to any liens, security interests, mortgages or encumbrances ofany nature other than the security interest created in your favor. Theundersigned shall execute such documents and take such other action as youshall reasonably request in order to perfect your rights with respect to anysuch 

 

*Morgan Stanley is a service mark of Morgan Stanley DeanWitter & Co. Services are offered through Morgan Stanley & Co.Incorporated, member SPIC.*

 

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Collateral. In addition,the undersigned appoints you as the undersigned’s attorney-in-fact to act onthe undersigned’s behalf to sign, seal, execute, and deliver all documents, anddo all such acts as may be required, to realize upon all rights in theCollateral. 

 

**3.     Rights of Morgan Stanley**

You are hereby authorized,in your discretion, (a) upon the undersigned’s death or breach of thisagreement, (b) upon a breach, repudiation, misrepresentation or default(howsoever characterized) by the undersigned under any Contract, (c) upon thefailure by the undersigned to give adequate assurance of due performance as setforth in Section 4 hereof, which shall constitute a material and additionalbreach, repudiation, misrepresentation or default (howsoever characterized)under the terms of all Contracts, to terminate, liquidate and accelerate anyand all Contracts and to exercise any right under any security relating to anyContract and any right to net or set off payments which may arise under anyContract or other agreement or under applicable law, (d) upon the filing by or againstthe undersigned of a petition or other proceeding in bankruptcy, insolvency, orfor the appointment of a receiver, (e) upon the levy of an attachment againstany property or the accounts of the undersigned, (f) upon the failure of theundersigned to fulfill or discharge any Obligations under this agreement or anyContract, including but not limited to the failure to make a payment on demand,or (g) should you for any reason whatsoever deem it necessary or desirable foryour protection, to cancel any outstanding orders for the purchase or sale ofany securities or other property, or to sell any or all of the securities andcommodities or other property which may be in your possession or control(either individually or jointly with others), or to buy in any securities,commodities or other property of which the account or accounts of theundersigned may be short. Such sale, purchase or cancellation may be made onthe exchange or other market where such business is then usually transacted, orat public auction or at private sale, without advertising the same and withoutany notice of the time or place of sale to the undersigned or to the personalrepresentatives of the undersigned, and without prior tender, demand or call ofany kind upon the undersigned or upon the personal representatives of theundersigned, all of which are expressly waived, and you may purchase the wholeor any part thereof free from any right of redemption, and the undersignedshall remain liable for any deficiency; it being understood that a priortender, demand or call of any kind from you, or prior notice from you, of thetime and place of such sale or purchase shall not be considered a waiver ofyour right to sell or buy any securities and/or commodities and/or otherproperty held by you, or which the undersigned may owe to you, at any time asprovided herein. 

 

**4.     Adequate assurances**

If at any time you havereasonable grounds for insecurity with respect to the undersigned’s performanceof any of its Obligations, you may demand, and the undersigned shall give,adequate assurance of due performance by the undersigned within 24 hours, orwithin any shorter period of time you demand, that is reasonable under thecircumstances. The adequate assurance of performance that may be demanded byyou may include, but shall not be limited to, the delivery by the undersignedto you of additional property as Collateral. 

 

**5.     Netting and set off rights of MorganStanley**

You shall have the right,at any time and from time to time, to set off any and all your Obligationsagainst any and all Obligations of the undersigned and to foreclose on anyCollateral for the purpose of satisfying any and all Obligations of theundersigned. The undersigned agrees that the fulfillment of your Obligations iscontingent upon there being no breach, repudiation, misrepresentation ordefault (howsoever characterized) by the undersigned which has occurred and iscontinuing under any Contract. 

 

**6.     Currency conversions**

You shall have the rightto convert currencies in connection with the exercise of your rights hereunderin such a manner as you may determine, in your sole discretion, to becommercially reasonable. 

 

**7.     Maintenance of Undersigned’s collateral**

All securities,commodities or other property, now or hereafter in your possession or controlin connection with Account Number 14-81836 and 14-A045D (either individually orjointly with others), or deposited to secure the same in connection withAccount Number 14-81836 and 14-A045D, including proceeds and distributionsthereof, may from time to time and without notice to the undersigned, becarried in your general loans and may be pledged, repledged, hypothecated orre-hypothecated, separately or in common with other securities, commodities orother property, for the sum due to you thereon or for a greater sum and withoutretaining in your possession and control for delivery a like amount of similarsecurities, commodities, or other property. 

 

**8.     Short and long sales**

It is understood andagreed that the undersigned, when placing with you any sell order for a shortaccount, will designate it as such and hereby authorizes you to mark such orderas being “short,” and when placing with you any sell order for a long account,will designate it as such and hereby authorizes you to mark such order as being"long.” Any sell order which the undersigned shall designate as being fora long account, as above provided, is for securities then owned by theundersigned and, if such securities are not then deliverable by you from anyaccount of the undersigned, the placing of such order shall constitute arepresentation by the undersigned that it is impracticable for the undersignedthen to deliver such securities to you but that the undersigned will deliverthem as soon as it is possible to do so, without undue inconvenience or expenseto you. 

 

**9.     Failure of delivery**

In case of the sale ofany security, commodity, or other property by you at the direction of theundersigned and your inability to deliver the same to the purchaser by reasonof failure of the undersigned to supply you therewith, the undersignedauthorizes you to borrow or purchase any such security, commodity, or otherproperty necessary to make delivery thereof. The undersigned hereby agrees tobe responsible for any loss which you may sustain thereby and any premiumswhich you may be required to pay thereon, and for any loss which you may 

 

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sustainby reason of your inability to borrow or purchase the security, commodity, orother property sold to fulfill your delivery obligation. 

 

**10.  Confirmations, statements,and other communications**

Reportsof the execution of orders and statements of the account or accounts of theundersigned shall be conclusive and binding if not objected to in writing, theformer within five days, and the latter within ten days, after transmittal byyou to the undersigned by mail or otherwise. Communications may be sent to theundersigned at the address of the undersigned, or at such other address as theundersigned may hereinafter give you in writing, and all communications sosent, whether by mail, telegraph, messenger or otherwise, shall be deemed givento the undersigned personally as of the date sent, whether actually received ornot. 

*** ***

**11. ****No obligations**

Theundersigned agrees that you shall be under no obligation whatsoever to enterinto any Contract with the undersigned. 

 

**12.  Choice of dispute resolution**

ANYDISPUTE THE UNDERSIGNED MAY HAVE WITH YOU ARISING OUT OF, RELATING TO OR INCONNECTION WITH YOUR BUSINESS, ANY TRANSACTION OR CONTRACT BETWEEN US OR THISAGREEMENT SHALL BE DETERMINED BY ARBITRATION OR LITIGATION IN COURT AT THEELECTION OF THE UNDERSIGNED. REGARDLESS OF WHETHER THE UNDERSIGNED CHOOSES TOPROCEED BY ARBITRATION OR LITIGATION, THE UNDERSIGNED AND YOU AGREE TO FOLLOWTHE PROCEDURES, AND ABIDE BY THE REQUIREMENTS, LISTED IN PARAGRAPHS 13, 14, AND17, BELOW. 

 

**13.  Arbitration**

**•****         ****Arbitration is final and bindingon the parties.**

**•****         ****The parties are waiving theirright to seek remedies in court, including the right to jury trial.**

**•****         ****Pre-arbitration discovery isgenerally more limited than and different from court proceedings.**

**•****         ****The arbitrators’ award is notrequired to include factual findings or legal reasoning and any party’s rightto appeal or to seek modification of rulings by the arbitrators is strictlylimited.**

**•****         ****The panel of arbitrators willtypically include a minority of arbitrators who were or are affiliated with thesecurities industry.**

 

ANYARBITRATION SHALL BE CONDUCTED ONLY BEFORE THE NEW YORK STOCK EXCHANGE, INC.,THE AMERICAN STOCK EXCHANGE, INC., THE NATIONAL ASSOCIATION OF SECURITIESDEALERS, INC., OR ANY OTHER SELF-REGULATORY ORGANIZATION OF WHICH YOU ARE AMEMBER. THE UNDERSIGNED HAS THE RIGHT TO ELECT ONE OF THE FOREGOINGORGANIZATIONS, BUT IF THE UNDERSIGNED FAILS TO MAKE SUCH ELECTION BY CERTIFIEDLETTER ADDRESSED TO YOU AT YOUR MAIN OFFICE BEFORE THE EXPIRATION OF TEN DAYSAFTER RECEIPT OF A WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION THEN YOU MAYMAKE SUCH ELECTION. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS CONSENT BYYOU TO AN AWARD OF PUNITIVE DAMAGES. THE AWARD OF THE ARBITRATORS, OR THEMAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED MAY BEENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. 

 

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

 

**(I)     The class certification is denied;**

**(II)   The class is decertified; or**

**(III)  The customer is excludedfrom the class by the court.**

 

**Such forbearance to enforce an agreement to arbitrate shall notconstitute a waiver of such rights under this agreement except to the extentstated herein.**

 

**14.  Litigation in court**

(A)          UNLESS THE PARTIES OTHERWISE AGREE INWRITING WHEN ANY DISPUTE ARISES, ANY LITIGATION MUST BE INSTITUTED IN THEUNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THESUPREME COURT OF THE STATE OF NEW YORK FOR THE COUNTY OF NEW YORK AND THEUNDERSIGNED IRREVOCABLY CONSENTS TO THE JURISDICTION OF EITHER OF THOSE COURTS.(B) ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION IS HEREBYWAIVED BY ALL PARTIES TO THIS AGREEMENT. 

 

**15.  Modification and waiver**

Theundersigned agrees that you may modify the terms of this agreement at any timeupon prior written notice. If the modifications are unacceptable, theundersigned agrees to notify you in writing within ten days of the transmittalof

 

3

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suchwritten notice. You may then terminate the undersigned’s account, after whichthe undersigned agrees to remain liable for all existing liabilities orObligations. The undersigned further agrees that all transactions and Contractsentered into after such notification shall be subject to the modifications.Under no circumstances may a modification be made by the undersigned withoutyour written consent. To the extent this agreement is inconsistent with anyother agreement between you and the undersigned, the provisions of thisagreement shall govern. Your failure to insist at any time upon compliance withthis agreement or with any of its terms, or any continued course of suchconduct on your part shall not constitute or be considered a waiver by you ofany of your rights. 

 

**16. ****Severability**

Ifany provision of this agreement is or becomes inconsistent with any applicablepresent or future law, rule or regulation, that provision will be deemedmodified or, if necessary, rescinded in order to comply with the relevant law,rule or regulation. All other provisions of this agreement will continue andremain in provisions of this agreement will continue and remain in full forceand effect. To the extent that this agreement is not enforceable as to anyContract, this agreement shall remain in full force and effect and beenforceable in accordance with its terms as to all other Contracts. 

** **

**17. ****Applicable law; Enforceability**

THISAGREEMENT, ITS ENFORCEMENT, ANY CONTRACT AND ANY DISPUTE BETWEEN US, WHETHERARISING OUT OF OR RELATING TO THE UNDERSIGNED’S ACCOUNTS OR OTHERWISE, SHALL BEGOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAWRULES; and its provisions shall be continuous, shall cover individually andcollectively all accounts which the undersigned may open or reopen with you,and shall inure to the benefit of your present organization and any successororganization, irrespective of any change or changes at any time in thepersonnel thereof, for any cause whatsoever, and of the assigns of your presentorganization or any successor organization, and shall be binding upon theundersigned, and/or the estate, executors, administrators, trustees, agents,officers, directors and assigns of the undersigned. 

 

**18.  Lending of securities**

Withinthe limits of applicable law and regulation, until you receive written noticeof revocation from the undersigned, you are hereby authorized to lend, toyourselves as brokers or to others, any securities held by you on margin inyour possession or control together with all attendant rights of ownership (includingthe right to vote the securities). 

 

**19.  Extraordinary events**

Theundersigned agrees that you will not be liable for any loss caused, directly orindirectly, by government restrictions, exchange or market rulings, suspensionof trading, war (whether declared or undeclared), terrorist acts, insurrection,riots, fires, flooding, strikes, failure ofutility services, accidents, adverse weather or otherevents of nature, including but not limited to earthquakes, hurricanes andtornadoes, or other conditions beyond your control. In the event that anycommunications network, data processing system, or computer system you use orused by the undersigned, whether you own it or not, is rendered inoperable, youwill not be liable to the undersigned for any loss, liability, claim, damage orexpense resulting, either directly or indirectly, therefrom. 

 

**20.  Limitation of liability**

You shall not be liablein connection with the execution, clearing, handling, purchasing or selling ofsecurities, commodities or other property, or other action, except for grossnegligence or willful misconduct on your part. 

 

**21.  Costs of collection**

To the extent permittedby the laws of the State of New York, the reasonable costs and expenses ofcollection of any debit balance and any unpaid deficiency in the accounts ofthe undersigned with you, including but not limited to attorneys’ fees incurredand payable or paid by you, shall be payable to you by the undersigned. 

 

**22.  Representations and warranties**

The undersigned herebyrepresents and warrants as of the date hereof, which representations andwarranties will be deemed repeated on each date on which a transaction orContract is effected for the undersigned’s account, that: 

 

a.     The undersigned will at all times maintain such securities andother property in the accounts of the undersigned for margin purposes, asrequired by you from time to time in your sole discretion; 

 

b.     The undersigned is of legal age and is not an employee of anyexchange, or of any corporation of which any exchange owns a majority of thecapital stock, or of a member of any exchange, or of a member firm or membercorporation registered on any exchange, or of a bank, trust company, insurancecompany or of any corporation, firm or individual engaged in the business ofdealing, either as broker or as principal, in securities, bills of exchange,acceptances or other forms of commercial paper; 

 

c.     No other party has an interest in the account or accounts of theundersigned with you; 

 

d.     Except as noted below, the undersigned is not an affiliate (asdefined in Rule 144(a)(1) under the Securities Act of 1933) of the issuer ofany security held in the undersigned’s account and undertakes to inform you ofany changes thereof; 

 

e.     It has full power and authority to execute and deliver eachContract and to perform and observe the provisions thereof; 

 

f.      The execution, delivery and performance of each Contract eitherhave been or will be, prior to entering into each Contract, duly authorized byall necessary corporate action and do not contravene any requirement of law orany contractual restriction or agreement binding on or affecting theundersigned or its assets;

 

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g.     Each Contract has been or will be at the time it is entered intoduly properly executed and delivered by it and constitutes and will constitutea legal, valid and binding obligation enforceable in accordance with its terms;

 

h.     Since the date of its most recent audited or unaudited financialstatements, there has been no material adverse change in the business,financial condition, results or operations or prospects of the undersigned; and

 

i.      It owns Collateral assigned and to be assigned to you undereach Contract, free and clear of any lien, claims, encumbrances and transferrestrictions, and upon delivery of the Collateral to you or upon the filing ofappropriate financing statements, you will have, as security for theObligations of the undersigned, a perfected first priority security interest. Nofurther filings or recordings with any governmental body, agency or officialare necessary to create or perfect the security interest in the Collateral. 

 

**23. ****Acknowledgements**

The undersigned herebyacknowledges that: 

 

a.     The undersigned has received, and agrees to bound by, yourCredit Charge and Margin Information disclosure statement, which isincorporated herein by reference. Debit balances of the accounts of theundersigned shall be charged with interest, in accordance with the methodsdescribed in such statement, and with such other charges as you may impose tocover your facilities and extra services. Any interest charged on debitbalances which is not paid at the close of an interest period will be added tothe opening balance for the next interest period; 

 

b.     The securities in the undersigned’s margin account may be loanedto you or loaned out to others; and 

 

c.     The undersigned has received a copy of this agreement. 

** **

**Notice: This agreement contains a pre-dispute arbitrationclause in paragraphs 12, 13, and 17.**

** **
|  

/s/ Bruce R. Wright                        |
|---------------------------------------------------------|
| Signature (Primary  Account Holder)                     |
|  

                                           |
| Signature (Secondary  Account Holder, if Joint Account) |
|  

December 16, 2004                               |
| Date                                                    |

 

5

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MorganStanley 

PrivateWealth Management 

 

 

**Credit****Charge****and****Margin****Information**

 

We wish to inform you ofcertain procedures regarding interest charges on credit extended for thefinancing of margin and other securities transactions. 

** **

**Interestcharges and determination of debit balance**

Interest will be chargedon the net debit balance in your account, which is comprised of all creditextended to or maintained for your account by us for the purpose of purchasing,carrying or trading in any security or otherwise. Extension or maintenance ofcredit is governed by, and loan value is based on Regulation T of the Board ofGovernors of the Federal Reserve System and any exchange or self-regulatoryagency to whose jurisdiction we are subject. Each extension of credit createsor increases the debit balance upon which interest is charged. Interest will becomputed on the actual daily net debit balance in your account during theinterest period. For each separate account that you maintain with us, the netdebit balance is calculated by combining any debit balances in cash and marginaccounts, while deducting any free credit balance in the accounts. Free creditbalances exclude proceeds from sales of securities not custodied in theaccount, or where the securities received are not in negotiable form (e.g., sharesdeposited are not in street name form). The net debit calculation excludes anycredit balance in a short sale account, as these funds are used to obtainsecurities for delivery against short sales, notwithstanding the fact that thecustomer may be long the same securities in his margin account (i.e., shortagainst the box). 

** **

**Interestrate**

The annual rate ofinterest charged on your actual daily net balance consists of the Base Rate aswe determine, plus a percentage, as outlined below. The daily determination ofthe Base Rate is at our sole discretion and may be affected by such rates asthose published by The Wall Street Journal, The New York Times and othersources recognized in the industry to be reliable indications of comparablerates for such loans. 

 
| **On actual daily net debit  balances of** | ** ** | **Percentage added to the Base Rate** | ** ** |
|--------------------------------------------|------------|---------------------------------------|------------|
| $0-$99,999.99                              |       | 2 1/2                            | %          |
| $100,000 and over                          |       | 1 3/4                            | %          |

 

Any change in our Base Rate will result in correspondingchange in the interest rate charged in your account, which change will be madewithout notice to you. However, should we find it necessary to increase theinterest rate for any other reason, you will be given at least thirty days’written notice prior to such change. The percentages added to our Base Rate maybe varied in individual situations at our discretion. Each affected customerwill receive prior notification thereof. 

 

**Whatyour monthly statement will show**

Your monthly statementwill show all debit and credit entries for the period and the dates of suchentries, the opening and closing interest balances for the period, thebeginning and ending dates of the interest period(s), the annual rate(s) ofinterest charged for each different annual rate, the actual debit balance uponwhich interest is computed, and the total interest charged for any periodduring which interest is charged. Your actual net debit balance includesinterest charged to your account from prior interest periods which you have notpaid. 

 

**Themethod of computing interest**

To compute daily interest,use the formula: 

 
| **Actual Daily Net Debit Balance x Daily Interest Rate** | ** ** |
|----------------------------------------------------------|------------|
| 360                                                      |       |

 

Interest, which iscalculated daily and usually posted on the first business day of the followingmonth, is reflected in the monthly statement of account. You should retain theprevious monthly statement in order to verify the amount of interest payable onyour account. 

 

**Mark tothe market**

Where the aggregatemarket value of short positions increases, the balance in the short accountwill be increased accordingly by crediting that account and debiting the marginaccount. Such entries, which are processed periodically and commonly referredto as “mark to the market,” affect the balance in the margin account which isused for computing interest charges. Should the aggregate market value of theshort positions later decrease, we would mark the account to the market toreflect the decrease. 

 

**Othercharges**

Separate interest chargesmay be made and debit balances can arise from payments we make to you beforethe regular settlement date, or from your failure to pay for 

 

6

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securities purchased ineither a cash or margin account by settlement date. 

 

**Liens,additional collateral and general policies**

On all securities whichthis firm or any affiliate has or at any time may hold or carry for you (eitherindividually or jointly with others) or which may be deposited with us for anypurpose, including safe-keeping, we, as a pledgee, have a general lien for thedischarge of all your obligations to Morgan Stanley & Co. Incorporated (“MorganStanley”), however arising, irrespective of the number of accounts you maintainwith Morgan Stanley or its affiliates. You will be required to depositcollateral in accordance with the Rules and Regulations of the Federal ReserveSystem, the New York Stock Exchange, Inc., or any other regulatory agency underwhose jurisdiction we fall. Morgan Stanley has established “house” marginpolicies which generally require the maintenance of equity in your accountabove that required by applicable rules. 

 

Accordingly, MorganStanley may, but need not, require you to deposit additional collateral asMorgan Stanley, in its sole discretion, determines is needed as security foryour obligations to Morgan Stanley. In determining whether to requireadditional collateral, Morgan Stanley reviews each account individually andconsiders factors such as, but not limited to, marketability and volatility inrelations to securities held, concentrations in particular issues, currentmarket conditions, frequency of activity, size of account and length of timethe account has been open. Although in your monthly statement Morgan Stanleymay base the value of certain securities on pricing information supplied byoutside pricing services,(1) Morgan Stanley reserves the right in its solediscretion to value your securities at any time and without prior notice byreference to prices that reflect current market conditions obtained directlyfrom our trading desks which deal in the securities, or from other sources.Please consult your broker for additional information regarding Morgan Stanley’smargin policies.

 

**How tocompute interest**

The following example ispresented for the purpose of illustrating the method by which interest iscomputed using the actual daily net debit balance for the interest period. 

 

**OpeningBalance:**$10,000

 
| **From** | ** ** | **To** | ** ** | **Interest Balance** | ** **   | **Effective Rate** | ** ** | **Daily Interest** | ** ** | **Number of days** | ** ** | **Total Interest** | ** ** |
|----------|------------|--------|------------|----------------------|--------------|--------------------|------------|--------------------|------------|--------------------|------------|--------------------|------------|
| 7/1      |       | 7/29   |       | $                    | 10,000       |               | 5.500      | %                  | 1.528      |               | 29         |               | $          | 44.31 |   |
| 7/30     |       | 7/30   |       | $                    | 5,000 credit |               | 0.00       | %                  | 0.000      |               | 1          |               | $          | 0.00 |   |
| 7/31     |       | 7/31   |       | $                    | 100,000      |               | 4.750      | %                  | 13.19      |               | 1          |               | $          | 13.19 |   |

 

**ClosingBalance:**$100,000

 

**Totalcredit interest for period:**$0.00                                              **Total debit interest for period:**$57.50 

 

1. Morgan Stanleyconsiders these services reliable, but we do not represent that they areaccurate, complete or timely and we are not responsible for any inaccuracies orerrors in the pricing service reports.

 

7

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MorganStanley 

PrivateWealth Management 

 

 

**Margin****Disclosure Document**

 

MorganStanley is required to furnish this document to non-institutional accounts(1)to provide some basic facts about purchasing securities on margin, and todescribe the risks involved with trading securities in a margin account. Youshould carefully review this document and the margin agreement governing youraccount.(2) If you have any questions, please consult with your accountrepresentative. 

 

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1                  Non-institutional accountsare defined as other than: (1) a bank, savings and loan association, insurancecompany, or registered investment company; (2) an investment adviser registeredeither with the SEC under Section 203 of the Investment Advisers Act of 1940 orwith a state securities commission (or agency or office performing similarfunctions); or (3) any other entity (whether a natural person, corporation,partnership, trust, or otherwise) with total assets of at least $50 million. Ifyou do not meet this definition, Morgan Stanley is not required to send thisnotice to you. 

 

2                  In the event of any conflictbetween this document and any agreements that you have with Morgan Stanley, thelatter will govern.

 

Whenyou purchase securities, you may pay for the securities in full or you mayborrow part of the purchase price from us. If you choose to borrow funds fromMorgan Stanley, you will open a margin account with us. The securities in youraccount are the Firm’s collateral for the loan to you. If the securities inyour account decline in value, so does the value of the collateral supportingyour loan. As a result, the Firm can take action such as issuing a margin calland/or selling securities or other assets in any of your accounts held with theFirm in order to maintain the required equity in the account. 

 

Itis important that you fully understand the risks involved in trading securitieson margin. These risks include, but are not limited to, the following: 

 

**•****         ****You can lose more funds than youdeposit in the margin account.**A decline in the value of securities that are purchased on margin mayrequire you to provide additional funds to the Firm to avoid the forced sale ofthose securities or other securities or assets in your account(s). 

**•****         ****The Firm can force the sale ofsecurities or other assets in your account(s).**If the equity in your account falls below the maintenance marginrequirements or the Firm’s higher ‘house” requirements, the Firm can sell thesecurities or other assets in any of your accounts held at the Firm to coverthe margin deficiency. You also will be responsible for any short fall in theaccount after such a sale. 

**•****         ****The Firm can sell your securitiesor other assets without contacting you.**While Morgan Stanley may attempt to notify you of margin calls, we arenot required to do so. Furthermore, even if we contacted you and provided aspecific date by which you can meet a margin call, we can still take necessarysteps to protect our financial interests, including immediately selling thesecurities without notice to you. 

**•****         ****You are not entitled to choosewhich securities or other assets in your account(s) are liquidated or sold tomeet a margin call.**Because the securities are collateral for the margin loan, the Firm hasthe right to decide which securities to sell in order to protect its interests.

**•****         ****The Firm can increase its “house”maintenance margin requirements at any time and is not required to provide youadvance written notice.**These changes in Firm policy often take effect immediately and mayresult in the issuance of a maintenance margin call. Your failure to satisfythe call may require us to liquidate or sell securities in your account(s). 

**•****         ****You are not entitled to anextension of time on a margin call.**While an extension of time to meet margin requirements may be available to youunder certain conditions, you do not have a right to the extension. 

*Morgan Stanely is a service mark of Morgan Stanely Dean Winer & Co.Services are offered through Morgan Stanely & Co. Incorporated, memberSIPC.*

 

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MorganStanley 

 

 

 

December 1, 2004 

 

 

 

Lee Adair 

Ultratech Inc. 

3050 Zanker Road 

San Jose, CA 95134-2126 

 

**Re:          UltratechInc Margin Account**

**                Account#81836**

** **

Dear Lee: 

 

The following margin feewill be charged to your new brokerage account: 

 

Federal Funds Open Rate + 100 basispoints 

 

 

The Margin Agreement thatwill need to be signed in conjunction with opening the margin account describesin detail the interest calculation methodology and the terms governing anyextension of credit. If you have any questions, please do not hesitate to callme at 415/576-2016. 

 

Sincerely,

 

 
| /s/ Scott Waxman  |
|-------------------|
| Scott Waxman      |
| Managing Director |
| Morgan Stanley    |

 

 

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| * *

*Private  Wealth Management* |  

555  California Street |
|----------------------------------------|--------------------------------|
|                                   | Suite  2200                    |
|                                   | San  Francisco, CA 94195       |

 

MorganStanley 

 

 

 

December 23, 2004 

 

 

 

Ulltratech Inc. 

Attn: Doug Gips 

3050 Zanker Road 

San Jose, CA 95134 

 

Dear Doug:

 

Securities held in account14-A045D that are consistent with Ultratech, Inc.’s Investment Policy datedJanuary 14, 2004 can be margined for up to seventy-five percent of its facevalue. 

 

Please feel free to contactme with any questions. 

 

Sincerely,

 

 
| /s/ Scott  Waxman |
|------------------------|
| Scott  Waxman          |
| Managing  Director     |

 

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