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EXHIBIT 10.10  Branch/Office Agreement by and between U.S. Trading Corporation
               and David R. Marple

U.S. TRADING CORPORATION
BRANCH OFFICE AGREEMENT

AGREEMENT dated this 1st day of October 2001, set forth below by and among U.S.
TRADING CORPORATION, a New York company ("USTC"), with its main office at 100
Quentin Roosevelt Boulevard, Suite 203, Garden City, New York 11530 and the
individua1(s) set forth below, (the "Managers), jointly and severally:

David R. Marple

USTC is a securities broker dealer registered with the U.S. Securities and
Exchange Commission ("SEC") and various states and is a member of the National
Association of Securities Dealers (the "NASD").

The Managers wish to establish an office of USTC (the "Office") at the location
set forth below:

David R. Marple
11781 South Lone Peak Parkway
Technology Center #22
Draper, Utah 84020

IT IS THEREFORE, AGREED AS FOLLOWS:

         1.       NATURE OF RELATIONSHIP. USTC hereby retains the Managers to
                  assist USTC in developing and managing USTC securities
                  business and to provide supervisory functions at the Office
                  location at the previously agreed upon pricing schedule. The
                  Managers hereby accept such retention and agree to serve in
                  such capacity and devote their full time and efforts to USTC's
                  securities business operated at the Office. Managers shall
                  each be bound by USTC's Written Supervisory Procedures (the
                  "WSP") and any other previously agreed upon agreements.
                  Additionally, Managers shall each be an associated person of
                  USTC duly registered with the NASD and such states as may be
                  required.
         2.       THE OFFICE. Managers shall supervise the Office or, if
                  required by any federal, state, or self-regulatory
                  organization, law, rule or regulation, Managers shall appoint
                  an office manager for the Office acceptable to USTC who shall
                  be an approved person duly registered with the NASD with
                  authority to carry out the supervisory responsibilities
                  assigned to the a Office by USTC.
         3.       REPRESENTATIONS OF MANAGERS. Each Manager jointly and
                  severally, represents, warrants and covenants to USTC as
                  follows:

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                  (a)      He is duly qualified to render services to USTC as
                           contemplated herein;
                  (b)      He has never been suspended or censured by any
                           federal, state or regulatory authority nor is he a
                           statutorily disqualified person as defined under
                           Section 3(a)(39) of the Securities Exchange Act of
                           1934 nor is he under any contractual or legal
                           restriction that would in any way impair his ability
                           to comply with the provisions of this Agreement;
                  (c)      He shall comply with and abide by all federal, state
                           and self-regulatory organization laws, rules and
                           regulations and the policies and procedures of USTC
                           and the decision of the appropriate officer of USTC
                           concerning all compliance matters; and
                  (d)      He holds all material licenses including Series 7
                           necessary to perform his obligations hereunder.

4.       DUTIES OF MANAGERS. Managers, jointly and severally, covenant and
         agree, during the term of this Agreement, to render the following
         services:

         (a)      Hire, supervise and terminate, if required, qualified
                  personnel located at the Office; (with the written approval of
                  USTC)
         (b)      Insure that the Office shall be used solely for the operations
                  of USTC's securities business;
         (c)      Maintain the Office at a location reasonably acceptable to
                  USTC and provide all furniture, fixtures and equipment
                  necessary to operate the Office. The foregoing shall be
                  subject to:
                  (i)      USTC's compliance with restrictions that may be
                           imposed upon its operations by the NASD, and
                  (ii)     The right of USTC to terminate at any time, the
                           employment of all personnel with or without cause.
                           Further, after proper investigation, all persons
                           recommended by Managers, including clerical
                           employees, must be submitted for approval in advance
                           by USTC, and cannot commence their association or
                           employment until duly licensed as required by the
                           NASD.

5.       APPROVAL OF CERTAIN ACTIVITIES. Managers must obtain USTC's written
         approval for each of following activities to be carried out at the
         Office:
         (a)      The expenditure of any funds, reimbursable to Managers by USTC
         (b)      Any change in the nature or type of business activity carried
                  out at the Office; and
         (c)      The entry into any agreement or obligation or creation of any
                  liability, that is binding upon or otherwise affects USTC or
                  any of its affiliates.

6.       COMPENSATION. For the services under this Agreement, Managers shall
         receive the compensation set forth on the previously agreed upon
         pricing schedule.

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7.       OFFICE EXPENSES. Managers shall each, jointly and severally, have
         complete financial responsibility for the operation of the Office and
         shall be responsible for, and promptly discharge all expenses, claims,
         obligations, charges and liabilities incurred in connection with the
         operation of the Office, including attorneys' fees and expenses. Any
         charges and expenses incurred by USTC on behalf of the Office may be
         charged to Managers and shall then be paid by Managers monthly, except
         that at the option of USTC any of the charges and expenses for which
         USTC may be liable, including compensation, benefits, taxes and charges
         of any other kind or nature payable to personnel employed at the
         Office, may be paid by USTC directly and deducted from any payment
         otherwise due Managers under this Agreement.

8.       TICKET CHARGES. The Office will be charged by USTC, for clearance and
         execution services as set forth at the previously agreed upon pricing
         schedule.

9.       INSURANCE. Managers shall maintain such insurance, in amounts and
         against risks, as is generally tamed by securities trading and
         brokerage firms as well as such insurance as may be reasonably
         necessary for the protection of USTC.

10.      INDEMNIFICATION. Managers shall, each, jointly and severally indemnify
         and hold harmless USTC, its officers, directors, members, shareholders,
         controlling persons, employees, affiliates and agents against and in
         respect of any claim, liability, or expense incurred in connection
         with:

         (a)      Any breach, misrepresentation, or omission, of any agreement,
                  representation, warranty, covenant, term or condition on the
                  part of Managers to be performed, fulfilled or complied with
                  under this Agreement;
         (b)      Any (i) unauthorized actions, (ii) violations of any laws,
                  rules or regulations under federal or state law or promulgated
                  by any selfregulatory organization or of the policies and
                  procedures of USTC, or (iii) misconduct or breach of fiduciary
                  duty by a Manager;
         (c)      Any proceedings, demands assessments, judgments, costs and
                  expenses, including reasonable legal fees and costs of
                  investigation incident to the foregoing.

Further any amounts due USTC, or any of its affiliate under this Agreement may
be set off against any amounts due Managers or any affiliate of Managers

11.      PROPRIETARY MARKS. Managers acknowledge that USTC is the owner of its
         name and all logos and marks used for its business activities and they
         will not use USTC's name, logos or marks for any other purpose except
         in connection with the business of the Office. Upon termination of this
         Agreement, all use of USTC's logos and marks will immediately cease.

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12.      NON-COMPETITION. Managers, jointly and severally, agree and covenant
         that, during the term of this agreement and three years thereafter,
         they shall not:

         (a)      Engage in any business, anywhere, using the name "U.S. Trading
                  Corp.", or the name of any affiliate of USTC.
         (b)      Solicit or enter into any agreement or arrangement with any
                  trader, member, employee, independent contractor or associated
                  person of USTC or any of its affiliates, or anyone who
                  occupied such position during the year preceding the
                  termination of this Agreement.

The foregoing restrictive covenant contained in Section 12(b) shall not apply to
any trader, member, employee, independent contractor or associated person, who
was employed by Managers prior to the execution of this Agreement.

13.      TERM. The term of this Agreement shall be for a period of three (3)
         years commencing on the date hereof unless sooner terminated pursuant
         to paragraph 14. Thereafter, this Agreement shall be automatically
         renewable for successive one-year terms, unless terminated pursuant to
         paragraph 14.

14.      TERMINATION. This Agreement may be terminated as follows:

         (a)      By USTC upon 30 days' prior written notice, if any of the
                  Managers
                  (i)      Fail to comply with or breach any of the material
                           terms of this Agreement or prior agreements;
                  (ii)     Breach any material representation or warranty
                           contained in this Agreement;
                  (iii)    Shall be convicted of a felony;
                  (iv)     Shall engage in misconduct materially injurious to
                           USTC;
                  (v)      Shall violate any federal state or self-regulatory
                           organization law, rule, or regulation, or the
                           policies and procedures of USTC;

         (b)      By the Managers upon 30 days' prior written notice, if USTC
                  (i)      Fails to comply with or breach any of the material
                           terms of this Agreement or prior agreements;
                  (ii)     Breaches any material representation or warranty
                           contained in this Agreement;
                  (iii)    Shall be convicted of a felony;
                  (iv)     Shall engage in misconduct materially injurious to
                           the Managers;
                  (v)      Shall violate any federal, state or self-regulatory
                           organization law, rule, or regulation, or the
                           policies and procedures

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         (c)      By USTC or the Managers upon 10 days prior notice if the other
                  has violated any federal, state or regulatory law, rule
                  regulation or supervisory or compliance procedure of USTC
                  which has a material adverse effect on the operations of USTC
                  or the branch.

         (d)      By the USTC or the Managers whenever they shall mutually agree
                  in writing to terminate this Agreement.

15.      ARBITRATION. Any controversy, claim or counterclaim arising out of this
         Agreement shall be governed by arbitration. Arbitration shall be
         conducted in New York City in accordance with the Rules of the NASD,
         and judgment on the award rendered by the arbitrator may be entered in
         any court having jurisdiction thereof.

16.      CONFIDENTIALITY. Each Manager shall keep, and cause to keep,
         confidential each and every term of this Agreement, including but not
         limited to. Schedule A hereof, for ten years from the date hereof.
         However, a Manager may disclose the terms hereof, to the minimum extent
         required to governmental or regulatory authorities having legal right
         to the information or pursuant to a valid subpoena.

17.      BREACH. Managers agree that a breach of the restrictive covenants
         contained in paragraphs 12 and 16 would result in immediate and
         irreparable harm to USTC. If such breach occurs, Managers agree that in
         addition to any other remedies available to USTC. Managers shall pay to
         USTC:(a) for a breach of paragraph 12, one year's salary of the
         relevant employee; and (b) for a breach of paragraph 16, one year's
         compensation due Managers hereunder

18.      SUCCESSORS. For the Managers, the rights under this Agreement shall not
         be assignable and the duties shall not be assumed by another patty,
         except as otherwise contemplated in this Agreement.

19.      NOTICES. All notices pursuant to this Agreement shall be in writing
         (including telecopy or other similar writing) and shall be delivered by
         hand, certified or registered mail, postage prepaid or telecopy to each
         party at the address set forth below or at such other address or
         telecopy number as either party may from time to time specify to the
         other. Any notice given hereunder shall have been deemed to be given on
         the date of mailing, personal delivery or telecopy thereof and shall be
         conclusively presumed to have been received on the third business day
         following the date of mailing or, in the case of personal delivery or
         telecopy, the day of delivery thereof.

20.      ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS. This Agreement constitutes
         the entire understanding between the parties, and superseding all prior
         negotiations and agreements relating to this subject matter. This
         Agreement may only be amended by in writing, signed by all of the
         parties. Any failure to pursue any remedy or waiver of any default
         under or breach of any provision as this Agreement shall not be deemed
         to be an election of available remedies or a waiver of any other
         similar or different default or breach.

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21.      SURVIVAL. The representations, warranties and covenants contained in
         this Agreement shall survive the termination of this Agreement.

22.      UNENFORCEABILITY. The unenforceability of any term of this Agreement
         shall not affect any other term of this Agreement and the unenforceable
         term shall be deemed replaced by a provision which is enforceable and
         comes closest to the intention of the unenforceable term.

23.      GOVERNING LAW. This agreement shall be governed by, construed and
         enforced in accordance with the laws of the State of New York, without
         regard to conflict-of-laws principles. The parties consent to the in
         personam jurisdiction of the courts located in the City of New York.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date set forth below.

U.S. TRADING CORPORATION

By:      /S/ VINCENT LANDING
         ---------------------------
Vincent Landing, President


MANAGER:


/S/ DAVID R. MARPLE
---------------------------
(Signature)


DAVID R. MARPLE
------------------
(Print Name)

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