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|EXHIBIT 10.1                                                                                                                                                                                                                                                 
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|CONFIDENTIAL TREATMENT                                                                                                                                                                                                                                       
|REQUESTED PURSUANT TO RULE 24b-2                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                             
|Certain portions of this exhibit have been omitted pursuant to a
 request for confidential treatment under Rule 24b-2 of the Securities
 Exchange Act of 1934. The omitted materials have been filed separately with
 the Securities and Exchange Commission.

TO:     MURIEL
SIEBERT & CO., INC.

FULLY DISCLOSED CLEARING AGREEMENT

SUBMITTED BY:

NATIONAL FINANCIAL SERVICES LLC

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This
Agreement for fully disclosed clearing services (Agreement), shall be
effective, subject to approval by the Financial Industry Regulatory Authority
(FINRA), as of the last date executed by the parties as set forth below
(Effective Date), by and between NATIONAL FINANCIAL SERVICES LLC (NFS), a Delaware
limited liability company, and MURIEL SIEBERT & CO., INC.
(Correspondent), a Delaware corporation. Beginning as of the Effective Date,
this Agreement replaces and supersedes the clearing agreement between NFS and
Correspondent dated March 20, 2000.

RECITALS

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| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A. Correspondent
 is a broker or dealer registered with the Securities and Exchange Commission
 (SEC). Correspondent engages in the business of providing securities and
 investment services to customers.                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | B. NFS
 is a broker and dealer registered with the SEC, and engages in the business
 of executing and clearing transactions and carrying the accounts of brokers
 and dealers and their customers.                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | C. Correspondent
 desires to continue to engage NFS to execute and clear transactions and carry
 accounts on a fully disclosed basis on behalf of Correspondent and
 Correspondents customers (Customers) which are introduced by Correspondent
 and accepted by NFS as provided in Section IV.3 (all such accounts being
 referred to hereinafter as Accounts) and to perform such other services as
 are provided for herein. NFS desires to continue to provide such services to
 Correspondent and Customers.                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | D. NFS
 and Correspondent recognize their obligation to identify and allocate between
 them certain functions or responsibilities pursuant to Rule 382(b) of the
 Rules of the New York Stock Exchange, Inc. (the NYSE) and Rule 3230 of the
 Conduct Rules of the National Association of Securities Dealers (the NASD),
 and the applicable rules of any successor self-regulatory organization,
 including the Financial Industry Regulatory Authority (FINRA), and agree
 that this Agreement is, among other things, intended to effect such
 allocation.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | E. NFS
 and Correspondent agree that wherever the term Reasonable Business Judgment
 is used in this Agreement, unless otherwise noted, the following shall apply:
 it being understood that the exercise of such reasonable business judgment
 shall be solely for the purpose of ensuring NFS compliance with applicable
 laws, rules and regulations or for the purpose of mitigating NFS own risk
 exposure.                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | NOW
 THEREFORE, in consideration of the mutual promises and agreements contained
 herein, the parties agree as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|I. | REPRESENTATIONS AND WARRANTIES                                                                                                                             
|   |                                                                                                                                                            
|   | A. Correspondent
 represents and warrants to NFS that:                                                                                                     
|   |                                                                                                                                                            
|   | 1. Correspondent
 is a broker or dealer as defined in Section 3 of the Securities Exchange Act
 of 1934, as amended (Exchange Act). Correspondent is duly

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| | registered and
 in good standing with the SEC, is a member firm in good standing of FINRA,
 and Correspondent and its Chief Executive Officer, President, General
 Counsel, Chief Compliance Officer, and Chief Financial Officer (which
 represent all of Correspondents principal executive officers at the time of
 execution of this Agreement and should Correspondent add any additional
 principal executive officers such officers will be subject to the terms of
 this Section I.A.1) are in material compliance and during the term of this
 Agreement will remain in material compliance with the applicable
 registration, qualification, capital, financial, reporting, customer
 protection, privacy, marketing and solicitation, and other requirements,
 laws, rules and regulations of the United States, the several states and the
 District of Columbia (where applicable), the SEC and FINRA and each other
 self-regulatory organization of which Correspondent is a member and to which
 any of its employees or activities are subject in connection with the business
 of Correspondent. Additionally, Correspondent represents and warrants that it
 is familiar with, and in connection with its dealings relating to NFS will
 comply with, the provisions of applicable anti-bribery laws, including, but
 not limited to, the U.S. Foreign Corrupt Practices Act.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 2. Correspondent
 is a corporation duly organized, validly existing and in good standing under
 the laws of its state of organization, and has all requisite authority,
 whether arising under its charter or by-laws or applicable federal or state
 laws, to enter into this Agreement and to discharge the duties and
 obligations apportioned to it in accordance with the terms hereof, and that
 the person(s) executing this Agreement on behalf of Correspondent are duly
 authorized to do so. Correspondent represents and warrants that it is not a
 governmental entity and is not owned or controlled by any government or
 governmental entity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 3. Correspondent
 has advised NFS in writing of any arrangements that have been made with any
 other firm for the provision by such other firm of clearing services for any
 Accounts. NFS acknowledges that Correspondent has arrangements with other
 firms in connection with commission recapture programs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 4. Correspondent
 has provided NFS with a copy of Correspondents Securities Dealer or Brokers
 Blanket Bond insurance policy meeting requirements as to form and type of
 coverage as the relevant self regulatory organization may prescribe and which
 policy is current as of the date of this Agreement. Such Brokers Blanket bond
 lists NFS as a party to be notified if said Bonds monetary limits are
 reduced or if said Bond is canceled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | B.      NFS
 represents and warrants to Correspondent that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1. NFS
 is a broker or dealer as defined in Section 3 of the Exchange Act. NFS is
 duly registered and in good standing with the SEC, is a member firm in good
 standing of FINRA, and NFS and each of its principal executive officers are
 in material compliance and during the term of this Agreement will remain in
 material compliance with the applicable registration, qualification, capital,
 financial, reporting, customer protection, privacy, marketing and
 solicitation, and other requirements, laws, rules and regulations of the
 United States, the several states and the District of Columbia (where                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|    | applicable),
 the SEC and FINRA, and each other self-regulatory organization of which NFS
 is a member and to which any of its employees or activities are subject in
 connection with the business of NFS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 2. NFS
 is a limited liability company duly organized, validly existing and in good
 standing under the laws of the State of Delaware, and has all requisite
 authority, whether arising under its articles of organization or by-laws,
 applicable federal or state laws, or the rules and regulations of the SEC,
 FINRA, or other self-regulatory organization to which NFS is subject, to
 enter into this Agreement and to discharge the duties and obligations
 apportioned to it in accordance with the terms hereof, and that the person(s)
 executing this Agreement on behalf of NFS are duly authorized to do so.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|II. | CORRESPONDENTS REPORTING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | A. Correspondent
 shall promptly notify NFS if any of its representations and warranties set
 forth in Section I.A. ceases to be true and correct and shall discontinue
 effecting transactions pursuant to this Agreement to the extent required by
 applicable law, rule or regulation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | B. Correspondent
 will furnish to NFS upon execution of this Agreement a copy of
 Correspondents balance sheet and statement of earnings for the current
 fiscal year and for each of Correspondents subsequent fiscal years until
 this Agreement is terminated. Each such balance sheet and statement of earnings
 shall be certified by independent public accountants. Correspondent will also
 furnish to NFS: (1) copies of the executed quarterly Forms X-17A-5 Part II A
 or Part II filed with its self-regulatory organization, or other such
 successor forms as may be applicable; (2) such financial reports regarding
 Correspondent or parent, subsidiary or corporate affiliate of Correspondent
 as NFS may from time to time reasonably request; and (3) copy of
 Correspondents Membership or Restriction Letter issued by the NASD, and any
 such letter that may be subsequently issued by FINRA or other self-regulatory
 organization.                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | C. Correspondent
 agrees to provide to NFS, throughout the term of this Agreement, true,
 correct and complete copies of (1) any material amendments to Correspondents
 Form BD, including but not limited to amendments or changes to name, address,
 ownership, officers, directors and disciplinary history or events within five
 calendar days of its filing with the CRD operated by FINRA and/or SEC, (2) any
 notices which Correspondent receives (a) concerning any investigation of its
 business or operations by the SEC, FINRA, or other self-regulatory
 organization, within five business days of Correspondents receipt thereof,
 where such investigation, if adversely resolved against Correspondent, would
 have a material adverse effect on its business or financial condition; or (b)
 of any material restrictions or limitations on Correspondents business by
 the SEC, FINRA, or other self-regulatory organization, within one day of
 Correspondents receipt thereof, (3) any notices which Correspondent files
 with the SEC, FINRA, or other self-regulatory organization pursuant to
 Section 17 of the Exchange Act and Rule 17a-11 thereunder, at the same time
 and in the same manner as required under such Rule, and (4) copy of any
 revisions to Correspondents Membership or Restriction

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|     | Letter
 issued by the NASD, and any such letter that may be subsequently issued by
 FINRA and other self-regulatory organization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|III. | NFS REPORTING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | A. NFS
 shall promptly notify Correspondent if any of its representations and
 warranties set forth in Section I.B ceases to be true and correct and shall
 discontinue accepting transactions pursuant to this Agreement to the extent
 required by applicable law, rule or regulation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | B. NFS
 will furnish to Correspondent upon execution of this Agreement a copy of NFS
 publicly available Consolidated Statement of Financial Condition for the
 current fiscal year, and upon Correspondents request, NFS publicly
 available Consolidated Statement of Financial Condition for each of NFS
 subsequent fiscal years. Each such balance sheet shall be certified by
 independent public accountants. Further, NFS shall provide to Correspondent,
 upon Correspondents request, and upon execution of an NFS Non-Disclosure
 Agreement, the most recently filed NFS Form X-17A-5 Part II A or Part II.                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | C. NFS
 agrees to provide to Correspondent, throughout the term of this Agreement,
 true, correct and complete copies of (1) any notices which NFS receives of
 any material restrictions or limitations on NFS business by the SEC, FINRA,
 or other self-regulatory organization relating to the services provided
 pursuant to this Agreement upon Correspondents request thereof; and (2) any
 notices which NFS files with the SEC, FINRA, or other self-regulatory
 organization pursuant to Section 17 of the Exchange Act and Rule 17a-11
 thereunder upon Correspondents request thereof. Additionally, upon
 Correspondents request, NFS will notify Correspondent of any action taken by
 a regulatory organization as a result of an investigation or otherwise which
 would materially impact NFSs ability to comply with the terms of this
 Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | D. NFS
 shall furnish Correspondent annually a copy of a SAS 70 Type II report
 addressing NFS business services provided under this Agreement upon
 Correspondents request thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|IV.  | CUSTOMER AND CORRESPONDENT ACCOUNTS AND TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | A. Account
 Documentation and Due Diligence. Correspondent will be responsible for
 obtaining and verifying the identity and information regarding each Customer
 and potential Customer which is required under any applicable federal, state
 or self-regulatory organization law, rule or regulation including, but not
 limited to, such documents and information as may be required under the
 Internal Revenue Code of 1986, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | Correspondent
 shall be responsible for obtaining and approving all account applications.
 Correspondent shall be responsible for ensuring that any person who executes
 documents or gives instructions on behalf of another person or entity is
 properly authorized to do so and for ensuring that each Account is authorized
 to engage in the transactions and other activity in such Account. Correspondent
 shall forward to NFS completed and approved account applications for margin,
 NFS prototype retirement and cash management                                                                                                                                                                                                                                                                                                                            

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| | accounts and
 such other accounts as NFS may designate in writing from time to time, as
 well as W-8 certifications to NFS in accordance with NFS procedures that NFS
 provides to Correspondent from time to time. With respect to any
 Correspondent proprietary accounts, one executed margin agreement may be
 submitted to NFS for all proprietary accounts. Correspondent represents that,
 to the best of its knowledge and belief after performing due diligence, all
 documentation obtained or delivered to NFS in conjunction with the
 establishment of any Account shall be genuine and properly executed by the
 Customer or Customers duly authorized agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Correspondent
 will be responsible through a general partner, a principal executive officer
 or a person designated for supervisory responsibilities to use due diligence
 to learn the essential facts relative to every Customer Account, every cash,
 margin or option account introduced by it to NFS and every person holding
 power of attorney over any Customer Account. Correspondent shall use
 commercially reasonable efforts to ensure that every order and transaction
 for each Account has been authorized by Customer, whether initiated by
 Correspondent, Customer or Customers agent. Correspondent will be
 responsible for ensuring that those of its customers who become Accounts
 hereunder shall not be minors or subject to those prohibitions existing under
 the laws, rules or regulations generally relating to the incapacity of any
 Account.                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | B. Record
 Retention and Retrieval. Correspondent will be responsible for the
 maintenance and retention of all original documentation, including but not limited
 to account applications except those relating to all margin, Fidelity
 prototype retirement, cash management accounts, W-8 certifications and such
 other account documentation as NFS may designate in writing from time to
 time. Correspondent shall retain copies of documents maintained by NFS to the
 extent required by applicable law or regulation. Correspondent hereby
 acknowledges its obligation to retain such documentation and account
 applications in an easily accessible place in accordance with applicable SEC
 rules and agrees to provide the original application by overnight delivery or
 a legible copy by facsimile transmission thereof promptly, but in no event
 more than 48 hours, after receiving a request from NFS. Upon the request of
 NFS, Correspondent will forward any additional documentation relating to the
 Customer account that NFS may require in connection with opening, operating
 and maintaining of Customer Accounts.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | C. Acceptance
 of Accounts. Correspondent shall be responsible for approving and
 accepting each Customer and Account. Correspondent will not approve any
 Account unless all information and due diligence required by Section IV.1 has
 been received and performed by Correspondent. Each Account accepted and
 approved by Correspondent and opened with NFS shall be subject to NFS
 acceptance. An Account shall be deemed accepted by NFS if NFS has not advised
 Correspondent of NFS intention not to accept the Account within five (5)
 days of establishment of the Account. NFS reserves the right, using
 Reasonable Business Judgment, to reject any Customer or any Account and to
 terminate any Account submitted by Correspondent or any Account previously
 accepted by NFS. NFS shall be under no obligation to accept any Account as to
 which any documentation or information required to be submitted to NFS or
 maintained by Correspondent pursuant to Section IV.A is incomplete. No action
 taken by NFS or any                                                                                                     

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| | of its
 employees, including, without being limited to, clearing a trade in any
 Account, shall be deemed to be or shall constitute acceptance of such
 Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | D. Acceptance
 of Orders. Except as otherwise provided in this Agreement and subject to
 the terms and conditions of this Section IV.D, NFS will execute orders for
 Customers whose cash, margin or option accounts have been accepted by
 Correspondent for carrying by NFS but only insofar as such orders are
 transmitted by Correspondent to NFS through the NFS on-line system or
 telephonically, subject to approval and acceptance of such orders and
 Accounts by an appropriate principal of Correspondent. All transactions
 executed and/or cleared by NFS are subject to the applicable constitution,
 rules, regulations, customs, and usages of the exchange, market, or clearing
 house where executed, as well as to any applicable federal or state laws,
 rules, and regulations. NFS reserves the right to reject for any reason,
 using Reasonable Business Judgment, any order or transaction for any Account.
 Correspondent shall be solely responsible for approving all orders for the
 Accounts and for establishing procedures to ensure that such orders are
 transmitted properly to NFS for execution and/or clearance. NFS reserves the
 right, in its sole discretion, to restrict trading in any account, including
 any Correspondent proprietary or market making account, to liquidating orders
 or cash transactions only, or to prohibit certain trading strategies or
 trading of certain types of securities. Subject to the foregoing,
 Correspondent acknowledges that NFS is not obligated to accept for execution
 any order placed directly with NFS by a Customer. For the purpose of this
 Agreement, the term orders shall include all orders transmitted to or
 through Correspondent by Customers whether by telephone conversations,
 automated telephone service, home computer or over the Internet.                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | E. Supervision
 of Orders and Accounts. As between NFS and Correspondent, Correspondent
 will be responsible for reviewing, monitoring and supervising transactions,
 investments and other activity by every Customer and Account under this
 Agreement. Correspondent shall be responsible for ensuring that all
 transactions in and activities related to all Accounts opened by it with NFS,
 including discretionary Accounts, will be in material compliance with all applicable
 laws, rules and regulations of the United States, the several states,
 governmental agencies, securities exchanges, and FINRA, including any laws
 relating to Correspondents fiduciary responsibilities to Customers, if any,
 either under the Employee Retirement Income Security Act of 1974 or
 otherwise. Without limiting the foregoing obligations of Correspondent,
 Correspondent shall be responsible for: (1) determining the suitability of
 all investments, investment strategies and transactions, including option
 transactions to the extent required by applicable laws, rules, and
 regulations, (2) ensuring that there is a reasonable basis for any
 recommendations made by Correspondent to Customers to the extent required by
 applicable laws, rules, and regulations, (3) assessing the appropriateness of
 the frequency of trading in Accounts to the extent required by applicable
 laws, rules, and regulations, (4) providing all required documents and other
 disclosures to Customers pertaining to functions or responsibilities under
 this Agreement (with the exception of the notice to customers provided by NFS
 pursuant to Section XVII of this Agreement), including but not limited to the
 Options Clearing Corporation disclosure document, the Premiere Select IRA
 Custodial Agreement and Disclosure Statement and/or Premiere Select Roth IRA
 Custodial Agreement and Disclosure Statement (where required), and (5)
 complying with

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| | the
 applicable sales practice, disclosure and other requirements of Section 15(g)
 of the Exchange Act and the rules thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In addition
 to the terms herein, Correspondent shall be responsible for ensuring that
 mutual fund transactions initiated by the Correspondent shall comply with
 Applicable Laws and Regulations, the terms of any applicable prospectus or
 other governing documents, and the policy and procedures of NFS and the
 mutual fund or its service providers, including but not limited to matters
 relating to break point price eligibility, market timing, excessive or
 disruptive trading and trade cut-off times and related transaction pricing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Correspondent
 shall diligently supervise the activities of its officers, employees and
 representatives with respect to such Accounts. Correspondent shall be
 responsible for: (1) selecting, investigating, training, and supervising all
 personnel of the Correspondent who open, approve, or authorize Accounts and
 transactions in the Accounts, (2) establishing written procedures for
 reviewing activity in Accounts and ongoing review of all transactions in Accounts,
 and maintaining compliance and supervisory personnel adequate to implement
 such procedures, and (3) ensuring that each instruction given to NFS with
 respect to any Customer or Account including but not limited to the
 acquisition, disposition or transfer of funds or securities shall be properly
 authorized by such Customer or Account. NFS reserves the right to reject any
 instruction unless such instruction is accompanied by such documentation as
 NFS reasonably deems appropriate.                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | NFS shall
 diligently supervise the activities of its officers, employees and
 representatives with respect to the functions and responsibilities allocated
 to NFS under this Agreement. NFS shall maintain written supervisory
 procedures with respect to the functions and responsibilities allocated to
 NFS under this Agreement to the extent required by applicable law, rule or
 regulation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | F. Exception
 Reports. To the extent required by applicable regulation, NFS shall
 furnish to Correspondent at the execution of this Agreement and annually
 thereafter a list of exception reports offered by NFS to Correspondent as
 contemplated by NYSE Rule 382 and NASD Conduct Rule 3230, as amended and
 effective as of July 19, 1999 and thereafter from time to time. Correspondent
 shall promptly notify NFS in writing of those specific reports it elects to
 receive. NFS shall preserve copies or provide the report format and data
 elements of the exception reports requested by and/or supplied to
 Correspondent. Such records will be preserved in accordance with NYSE Rule
 440. Annually, within 30 days of July 1 of each calendar year, NFS shall give
 written notice to Correspondents CEO and CCO of the list of reports offered
 to Correspondent and specify those reports actually chosen by or supplied to Correspondent
 with a copy to Correspondents Designated Examining Authority.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | G. Accounts
 of Employees of Member Organizations, Self-Regulatory Organizations and
 Financial Institutions. Correspondent shall not knowingly accept after
 reasonable due diligence an Account for any person who is an employee or
 associated person of a NYSE or FINRA member firm, or who is otherwise subject
 to NYSE Rule 407, or NASD Conduct Rule 3050, or any successor FINRA rule,
 until Correspondent has complied with                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | the
 provisions of such Rules and, if applicable, provided evidence of employer
 approval as required by such Rules.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|V. | EXTENSION OF CREDIT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Responsibility
 for compliance with all applicable rules, regulations and requirements
 affecting the extension of credit including but not limited to Regulation T
 of the Federal Reserve Board, or any rule or regulation of the SEC, any
 exchange or self regulatory organization and the house rules of NFS shall be
 allocated between NFS and Correspondent as set forth in this Section V.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | A. Cash
 Accounts. All transactions for a Customer will be deemed to be cash
 transactions, and payment for those transactions will be required in the
 manner applicable to cash transactions, unless Correspondent has established
 a margin account for a Customer subject to NFS acceptance. Correspondent
 shall establish and maintain cash accounts in compliance with applicable
 regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | B. Margin
 Agreements. Upon approval by Correspondent, Correspondent may establish a
 margin account for a Customer subject to NFS acceptance. Correspondent will
 furnish NFS with an NFS margin agreement and consent to loan and
 hypothecation of securities, executed by the Customer, on the form furnished
 to Correspondent by NFS. Such margin agreement shall include a disclosure of
 credit terms to be retained by the Customer in accordance with Rule 10b-16
 under the Exchange Act. NFS will compute and charge margin interest to each
 Account as set forth therein and as otherwise agreed between NFS and
 Correspondent. Correspondent may customize the rate or method of computing
 margin interest in any Account, but shall be responsible for providing to
 such Account the disclosure of credit terms as required under Rule 10b-16 or
 any similar rule. In no event shall Correspondent place orders to be executed
 on margin for any Account unless Correspondent has reasonable grounds to
 believe the Correspondent will furnish to NFS an executed margin agreement
 for such Account. If such an order is placed and executed, NFS may cancel the
 transaction and rebook it as a cash transaction and all transaction costs and
 losses associated with such cancellation and re-booking shall be for the
 account of the Correspondent.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | C. Margin
 and Margin Maintenance. Correspondent is responsible for the collection
 of initial margin and all amounts necessarily to meet subsequent maintenance
 calls in each Customer and Correspondent Account to ensure compliance with
 Regulation T, the rules of any self-regulatory organization or exchange and
 the house rules of NFS. Subject to prevailing market conditions, NFS will
 produce, maintain and provide to Correspondent sufficient information to
 allow Correspondent to determine which of its Accounts are undermargined for
 purposes of Correspondents compliance with Regulation T, any self-regulatory
 organization or exchange and NFS house rules. NFS will promptly notify
 Correspondent of all margin and maintenance calls relating to Accounts and
 Correspondent shall notify Accounts of such calls and shall be responsible
 for ensuring that margin requirements are met. NFS reserves the right to send
 notice of a margin requirement directly to an Account and will promptly
 provide a copy of the notice to Correspondent. If any Account fails to comply
 with any margin requirement, NFS will                                                                                                                                                                                                                     

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | notify
 Correspondent and, if Correspondent does not promptly sell out (or buy in, as
 appropriate) such Account so as to bring the Account into compliance with
 applicable margin or maintenance requirements, NFS will do so on
 Correspondents behalf. In the event that required margin is not provided
 within the time specified by NFS or securities sold are not delivered as
 required, NFS may take such action as NFS deems appropriate, including but
 not limited to the sale or purchase of securities for, and at the risk of,
 the Account. Compliance with a request by Correspondent to withhold action
 shall not be deemed a waiver by NFS of any rights under this Agreement,
 including but not limited to the right to close out a contract or position if
 NFS in its reasonable judgment determines that changing conditions render
 such action advisable, with or without prior notification to the Customer or
 the Correspondent. Correspondent may request in good faith that NFS file for
 an extension of time to comply with Regulation T. Filing for such extension
 of time with the NYSE is within the sole discretion of NFS.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | D. Margin
 Requirements. Initial margin and margin maintenance requirements
 applicable to any margin account shall be in accordance with the house rules
 of NFS as made available from time to time to Correspondent, rather than in
 accordance with any lower requirement of any law, any exchange or any
 regulatory agency. In its sole discretion and subject to prevailing market conditions,
 NFS may change the margin requirements applicable to any Customer, Account,
 class of accounts or security, as described in its house rules, on
 appropriate notice to Correspondent unless market conditions prevent advance
 notice. Upon notice of such changes from NFS, Correspondent shall be
 responsible for advising Customers of any change in requirements that results
 in a greater/higher requirement and for collecting any additional margin
 necessarily to ensure compliance with such increased requirements.                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | E. Interest
 on Margin Accounts and Credit Balances. Net interest income from the
 Accounts shall be proprietary to and fully retained by NFS, subject to credit
 provided to Correspondent as described in Exhibit A attached hereto. NFS
 shall calculate the net interest income on the Accounts promptly after the
 end of each month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | F. Miscellaneous
 Credit Provisions. In addition to the rules and regulations specifically
 set forth in this Section, Correspondent is responsible for compliance with
 all other applicable rules and regulations pertaining to the extension of
 credit including but not limited to Section 11(d) of the Exchange Act and
 Regulation B of the Federal Reserve Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|VI. | MAINTENANCE OF BOOKS AND RECORDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Unless otherwise
 provided herein, NFS will make and preserve records of transactions, Accounts
 and other activities conducted by NFS hereunder on a basis consistent with
 generally accepted practices in the securities industry and in accordance
 with the rules of the SEC and each self regulatory organization to which NFS
 is subject. Correspondent shall make and preserve such records relating to
 its business as may be required by law or regulation to which Correspondent
 is subject. NFS and Correspondent shall each be responsible for preparing and
 filing the reports required by the governmental and regulatory agencies which
 have jurisdiction over it, and NFS and Correspondent will                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | each provide
 the other with such information, if any, which is in the control of one party
 but is required by the other to prepare any such report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|VII. | RECEIPT AND DELIVERY OF FUNDS AND SECURITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | A. Receipt
 and Delivery in the Ordinary Course of Business. NFS, through
 Correspondent, will receive and deliver funds and securities in connection
 with transactions for Customer and Correspondent Accounts in accordance with
 the Correspondents instructions. Correspondent shall be responsible for
 advising Customers of their obligations to deliver funds or securities in
 good form in connection with each such transaction and shall be liable for
 any failure of any Customer to fulfill such obligation. NFS shall be
 responsible for the safeguarding of all funds and securities delivered to and
 accepted by it, subject to count and verification by NFS. NFS will not be
 responsible for any funds or securities delivered by a Customer to
 Correspondent, its agents or employees until such funds or securities are
 physically delivered to NFS premises and accepted by NFS or deposited in an
 account maintained in NFS name.                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | B. Custody
 Services. Whenever NFS has been instructed to act as custodian of the
 securities in any Correspondent or Customer Account, or to hold such
 securities in safekeeping, NFS may hold the securities in the Customers
 name or may cause such securities to be registered in the name of NFS or its
 nominee or in the names or nominees of any depository used by NFS. NFS will
 perform the services customarily associated with acting as custodian for
 securities in Correspondent and Customer Accounts, such as: (1) collection
 and payment of dividends, (2) transmittal and handling (through
 Correspondent) of tender offers, exchange offers and other corporate actions
 to the extent notice of such action is actually received by NFS, (3)
 transmittal of all proxy materials and other shareholder communication
 actually received by NFS, and (4) handling of exercises, redemptions or
 expirations of rights and warrants.                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | C. Receipt
 and Delivery Pursuant to Special Instruction. Upon instruction from
 Correspondent or a Customer in a form acceptable to NFS, NFS will make
 reasonable efforts to effect transfers of securities, funds or Accounts as
 may be requested. In the event the transfer of an Account requires the
 liquidation of certain securities within such Account, NFS shall forward the
 entire request to Correspondent for appropriate action.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | D. Check-Issuing
 Authority. NFS shall, in its sole discretion, authorize certain of the
 Correspondents employees to sign checks as agent for NFS for issuance to
 Correspondents Customers for which NFS is the maker or drawer for amounts
 requested by such Customers to be withdrawn from their Accounts in such
 amounts and subject to such conditions and limitations as NFS may determine
 from time to time. Correspondent shall designate in writing the names of any
 employees it wishes to receive the authorization described in this paragraph.
 Correspondent shall not issue or sign any check that would cause the Account
 to fail to comply with applicable law or regulation or the margin or account
 equity requirements of NFS. Correspondent shall record the issuance of any
 check on the NFS system on the same day on which such check is issued.
 Correspondent agrees that it will not request NFS to authorize someone to
 sign checks who is not an employee of Correspondent. Correspondent represents
 and agrees that at

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | any time NFS
 grants to Correspondent check-issuing authority under this Section,
 Correspondent maintains adequate supervisory procedures which are
 satisfactory to NFS with respect to the issuance of such checks or similar
 instruments and Correspondent shall enforce such procedures. Correspondent
 agrees to indemnify fully NFS from the negligence, fraud, or mistakes of
 Correspondent or Correspondents employees in connection with any
 check-issuing authority granted to them and Correspondent authorizes NFS to
 charge any Correspondent Account, including the Settlement Account provided
 for in Section X or any other assets of Correspondent held by NFS with the
 amount of any such losses. Notwithstanding Section VII.A, NFS will not be
 responsible for the safeguarding of funds withdrawn by Correspondent or
 Correspondents employees pursuant to such check-issuing authority except to
 the extent required by applicable law or regulation. NFS may withdraw any
 check-issuing authority granted hereunder upon reasonable notice to
 Correspondent at any time during the time of this Agreement.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|VIII. | CONFIRMATIONS AND STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | A. Confirmations.
 Unless otherwise agreed, NFS will be responsible for preparing and
 transmitting confirmations of transactions on behalf of Correspondent. NFS
 agrees that such confirmations shall comply with applicable rules and
 regulations, with respect to information within the control of NFS. Such
 confirmations shall include Correspondents name and address and shall
 indicate that Correspondent introduced the Account. NFS shall not review or
 be responsible for specific transaction or other information set forth or
 provided in writing by Correspondent on any confirmation. Correspondent shall
 not generate and/or prepare any statements, billings or confirmations
 respecting any brokerage transaction or securities position in any Account
 which is required to be sent under applicable regulation except as provided
 in this Agreement or with the prior written consent of NFS.                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | B. Statements.
 NFS shall prepare and send to Customers monthly or quarterly statements of
 Account. Such statements shall comply with applicable law and regulation with
 respect to information within the control of NFS and shall indicate that
 Correspondent introduced the Account. Certain of the information on such
 statements, such as prices and descriptions of securities, is obtained from
 third parties. While NFS will include on statements information only from
 sources NFS believes to be reliable, NFS cannot guarantee the accuracy of the
 information. In the event Correspondent posts, or a Customer instructs NFS to
 post, transaction or other information including security valuations to an
 Account or to a statement of account, NFS does not undertake to independently
 verify such information and shall not be liable for any inaccuracy thereof.                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | C. Examinations
 and Notification of Errors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | 1. Correspondent
 shall examine promptly all monthly statements of Account, monthly statements
 of clearing services and other reports provided or made available to
 Correspondent by NFS. Correspondent shall notify NFS of any potential error
 in any Account of which it becomes aware in connection with (a) any
 transaction prior to the settlement date of such transaction, (b) information
 appearing on daily reports within seven days of such report, and (c)
 information first appearing on such monthly statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | or reports
 within thirty days of Correspondents receipt of any monthly statement or
 report. Any notice of error shall be accompanied by such documentation as may
 be necessary to substantiate Correspondents claim. Correspondent shall
 provide promptly upon NFS request any additional documentation in
 Correspondents possession, custody or control, which NFS reasonably believes
 is necessary or desirable to establish and correct any such error.
 Correspondent shall not be deemed to have waived its right to make a claim
 against NFS pursuant to this Agreement by reason of any delay in notification
 or review.                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 2. Solely
 as an accommodation to Correspondent, NFS agrees to notify Correspondent of
 any error in any Account if NFS becomes aware of such error in connection
 with any order, transaction, confirmation, account statement or otherwise.
 Such notice may include any manner in which NFS may correct or propose to
 correct such error. Nothing in this paragraph shall create an obligation or
 responsibility of NFS to review or examine statements or reports of Accounts
 for errors except as otherwise required by applicable law, rule or
 regulation.                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|IX. | FEES AND SETTLEMENT FOR SECURITIES TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | A. Commissions
 and Fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 1. Correspondent
 shall provide to NFS its schedule of commissions and fees (Fees) and NFS
 will charge each Customer the Fees shown on such schedule or which Correspondent
 otherwise directs NFS to charge on each transaction or with respect to an
 Account. NFS shall not exercise any control or influence over the Fees,
 mark-ups, or other charges or expenses imposed by the Correspondent upon the
 Accounts. Correspondents Fee schedule may be amended from time to time by
 written instructions to NFS from Correspondent; provided, however, that NFS
 shall be required to implement such changes only to the extent that they are
 within the usual capabilities of NFS data processing and operations systems
 as determined by NFS and only over such reasonable time as NFS may deem
 necessarily or desirable to avoid disruption of NFS normal operational
 capabilities.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 2. NFS
 will charge Correspondent for the clearing services, products and features
 according to the fee schedule set forth in Exhibit A attached hereto. Such
 fees may be changed by mutual written consent. The parties agree to negotiate
 in good faith the fees payable by Correspondent for new or additional
 products or services or for material enhancements or upgrades to existing products
 or services. Expenses incurred by NFS on behalf of Correspondent and which
 shall be deducted from any payments due to Correspondent from NFS are set
 forth in Exhibit A attached hereto.                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Settlements.
 NFS will collect commissions from Customers on behalf of Correspondent and
 through Correspondent. NFS may make payments to Correspondent against such
 commissions in advance of the monthly settlement contemplated by this Section
 IX.2, the amount of such payments to be determined in NFS sole discretion
 based upon NFS experience with Correspondents clearance activity. On the
 fifteenth day of each month (or the first business day

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| |                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                            | thereafter
 if the fifteenth day is not a business day), NFS shall credit Correspondents
 Settlement Account (as defined in Section X.C) with commissions and other
 amounts earned by Correspondent up to the twelfth day of that month. To the
 best of its abilities, NFS shall credit Correspondents Settlement Account
 for the commissions and other amounts earned by Correspondent during the
 remainder of each month, net of all amounts due to NFS from Correspondent
 (including, without being limited to, expenses due NFS hereunder, Customers
 unsecured debit items, however arising), no later than the tenth business day
 after the last Friday in each month or, if NFS has not been able to credit
 Correspondents Account by that date, as promptly as possible thereafter. If
 the amount due to NFS in any month exceeds the amount available in
 Correspondents Settlement Account as shown on the statement for such
 Settlement Account, Correspondent shall, in accordance with the provisions of
 Section X.C, immediately deposit with NFS additional cash so that the
 Settlement Account will always have a zero or credit balance. If
 Correspondent fails to make such additional deposit, NFS shall have the right
 to charge any other Account maintained by NFS for Correspondent or any other
 assets of Correspondent held by NFS (including the deposit required pursuant
 to Section X.B and positions and balances in Correspondent Accounts) for the
 net amount due NFS. If NFS elects not to charge such other Accounts or
 assets, or such assets are insufficient to discharge the net amount due to
 NFS, any amount due to NFS shall be paid to NFS by Correspondent immediately
 upon demand by NFS. If NFS does not receive such payment, NFS may charge
 Correspondent interest at the brokers call rate on such amount until paid.
 Any failure by NFS to charge the Settlement Account or any other Account or
 assets of Correspondent held by NFS shall not act as a waiver of NFS right
 to demand payment of, or to charge Correspondents Accounts for, the full
 amount due at any time. With respect to any Customer or Correspondent Account
 in which there exists an unsecured debit or other unsatisfied financial
 obligation at the time of the commission payment, NFS reserves the right to
 reserve an amount equal to that which is outstanding in those Accounts and
 deduct that amount from the payment to be made to Correspondent for that
 month, unless the debit is the result of NFS error, negligence or willful
 misconduct, and the deduction will be reflected on Correspondents Clearing
 Statement. Correspondent will receive a credit for those Accounts in which
 the unsecured short position or unsecured debit is eliminated.
| |                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Correspondent
 shall properly account for any debit, deficiency or other financial
 obligation in the computation of net capital or preparation of financial
 reports in accordance with Rules 15c3-l and 15c3-3 under the Exchange Act.                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | C. Disputed
 Amounts. If a dispute arises between the parties over an amount due to be
 paid or credited to the other under this Agreement, including without
 limitation any amount charged by NFS to the Settlement Account or any other
 Account or asset of Correspondent held by NFS, the parties agree to escalate
 the dispute to their respective senior management to seek in good faith to
 resolve the dispute.

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|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|X. | NET CAPITAL, DEPOSIT AND SETTLEMENT ACCOUNT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | A. Correspondent
 Net Capital. Correspondent shall maintain net capital in an amount which
 is the greater of Correspondents net capital requirement as calculated in
 accordance with Rule 15c3-l under the Exchange Act, and an amount set forth
 in Exhibit B, as such Exhibit may be amended by NFS, using its Reasonable
 Business Judgment, from time to time upon notice to Correspondent from NFS.
 NFS reserves the right to review the nature and volume of Correspondents
 business or the nature of the securities involved in Correspondents
 transactions (Business Mix) and exercising its Reasonable Business Judgment
 to require that Correspondent increase its net capital in accordance with
 this section. Any failure by Correspondent to either maintain net capital as
 requested by NFS or modify its Business Mix in a manner which NFS, using its
 Reasonable Business Judgment, deems appropriate to reduce Correspondents net
 capital requirement hereunder shall be deemed a material breach of this
 Agreement and cause for termination in accordance with Section XIV.2.B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | B. Deposit.
 Correspondent has deposited and shall maintain a deposit of cash with NFS
 under the following terms and conditions. Correspondent shall maintain, for
 deposit in an account maintained by NFS, an amount set forth on Exhibit B as
 amended from time to time in accordance with this section. NFS reserves the
 right to review Correspondents Business Mix and exercising its Reasonable
 Business Judgment to require that the Correspondent increase its escrow
 deposit in accordance with this section. Any failure by NFS to demand
 compliance with the requirement that Correspondent deposit an additional cash
 deposit shall not act as a waiver of NFS right to demand compliance with
 such requirement at any time. Correspondent understands that if it fails to
 comply with a request by NFS for an additional cash deposit, NFS reserves the
 right, using its Reasonable Business Judgment, to accept only liquidating
 transactions for Accounts of Customers and Correspondent and Correspondent
 will give notice of such fact to Customers. If such notice is not given by
 Correspondent to Customers, Correspondent agrees that NFS may give such
 notice to Customers. NFS agrees to pay Correspondent interest on the cash
 deposit. The rate paid will be the average overnight repurchase agreement
 rate for the applicable period. Correspondent agrees that if this Agreement
 is terminated for any reason, NFS may deduct from such cash deposit any
 amounts Correspondent owes NFS because of failure to meet any of
 Correspondents obligation under this Agreement. Such deposit does not
 represent an ownership interest in NFS.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | C. Settlement
 Account. In connection with the clearing services performed by NFS
 hereunder, NFS will establish on NFS books a ledger account designated as a
 settlement account (the Settlement Account) through which NFS will record
 the amounts payable to Correspondent or due to NFS from Correspondent
 pursuant to this Agreement. In the event that Correspondent fails to meet any
 of Correspondents obligations under this Agreement, Correspondent authorizes
 NFS to charge the Settlement Account in the amount owed to NFS under this
 Agreement and Correspondent agrees that Correspondent will immediately
 deposit with NFS additional cash so that the Settlement Account will at all
 times have a credit or zero balance. Any failure by Correspondent to object
 to such                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

33

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|    |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | charge shall
 not act as a waiver of Correspondents right to contest the charge at another
 time.                                                                                                                                                       
|    |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
|    | D. NFS
 shall maintain net capital at a level of 250% of NFS SEC net capital
 requirement. NFS reserves the right to modify such amount in the event of a
 material change in SEC net capital rules or regulations or NFS SEC net
 capital requirement.
|    |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
|XI. | PROPRIETARY ACCOUNTS OF INTRODUCING BROKER-DEALER (PAIB)                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
|    | A.                                                                                                                                                                                                                                                        | Correspondent
 may elect to rely on an existing SEC No-Action Letter dated November 3, 1998
 (No-Action Letter), and any subsequent amendments thereto, that permits
 introducing broker-dealers to use its PAIB assets as allowable assets for
 purposes of SECs net capital rule (SEC Rule 15c3-l) and customer protection
 rule (SEC Rule 15c3-3), subject to the terms and conditions contained in this
 Section.                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
|    | B.                                                                                                                                                                                                                                                        | Correspondent
 requests that NFS establish a separate reserve account for PAIB assets in
 accordance with SEC Rule 15c3-3 and perform the PAIB calculation in
 accordance with the provisions, procedures, and interpretations set forth in
 the SEC No-Action Letter and any subsequent amendments thereto. In
 consideration thereof, Correspondent represents, warrants and agrees that:                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                           | 1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Correspondent
 will be responsible for the accuracy and completeness of information provided
 to NFS regarding its proprietary accounts;                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                           | 2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Correspondent
 will be responsible to determine that its proprietary accounts are properly
 coded for purposes of segregating accounts and performing the PAIB
 calculation, which will require Correspondent to monitor and check that each
 PAIB account has the proper regulatory code;                                       
|    |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                           | 3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Correspondent
 understands that if any account is not properly coded, NFS will be unable to
 segregate the account and perform a calculation and, as a result, the assets
 in any such account will not be considered as allowable assets for purposes
 of the Correspondents net capital calculation under SEC Rule 15c3-l; and
|    |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                           | 4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Correspondent
 is responsible for notifying its Designated Examining Authority in writing of
 the existence of this Section within two business days after consummation of
 this Agreement.                                                                                                                                      
|    |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                  
|    | C.                                                                                                                                                                                                                                                        | In exchange
 for the above, NFS will establish a Special Reserve Account for the Exclusive
 Benefit of Customers  PAIB with a bank in conformity with the standards of
 paragraph (f) of Rule 15c3-3 (PAIB Reserve Account). Cash and/or qualified
 securities as defined in the customer reserve formula shall be maintained in
 the PAIB Reserve Account in an amount equal to the PAIB reserve requirement.
 NFS will also establish and maintain procedures by which it will perform PAIB
 reserve calculations, and will undertake to perform these calculations in
 accordance with the provisions, procedures, and interpretations set forth in
 the SEC No-Action Letter and amendments thereto, and SEC Rule 15c3-3, for the
 specified time periods. NFS represents that the PAIB reserve

34

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                      
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | computation
 will include all properly coded proprietary accounts of the Correspondent.
 NFS further represents that all PAIB assets will be kept separate and
 distinct from customer assets under the customer reserve formula in SEC Rule
 15c3-3.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                      
|XII. | INDEMNIFICATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                      
|     | A. Indemnity.
Correspondent shall indemnify and hold harmless NFS and each person who
controls NFS within the meaning of the Exchange Act from and against any and
all claims, damages, losses, judgments, costs and expenses (including
reasonable attorneys fees) (Losses) that NFS may suffer or incur as a
result of the material failure of Correspondent to perform its obligations
under this Agreement (including but not limited to its obligations under
Section V of this Agreement) or the negligence or willful misconduct of
Correspondent. Without limiting the generality of the foregoing,
Correspondent shall indemnify and hold NFS harmless with respect to Losses,
except to the extent that such Losses are the result of NFS negligence or
willful misconduct, related to (1) failure by Correspondent or any Customer
to promptly settle a transaction or to maintain adequate margin required
under this Agreement; (2) the material breach by Correspondent of any
obligation existing between Correspondent and a Customer of Correspondent
that is related to the subject of this Agreement; (3) Correspondents
material failure to comply with any law, rule or regulation of the United
States, a state or territory thereof, the SEC, the Federal Reserve Board, the
NYSE or other authority, applicable to any transaction, Customer or Account
contemplated by this Agreement; (4) the material failure of any Customer to
satisfy his or her obligation with respect to such Customers Account; (5)
breach by Correspondent of any of its material representations or warranties
made herein; (6) any action by Correspondent or its employees in the receipt
by Correspondent of an order or cancellation of an order from an Account and
its transmission to an order delivery or execution system used by
Correspondent or Correspondent Customers; (7) third party claims related to
Customers Accounts that arise from or relate to suspension of trading or
bankruptcy or insolvency of any company, securities of which are held in
Customers Accounts; (8) any failure by Correspondent or any Customer or
Account to comply with the terms of its margin agreement with NFS and its
consent to loan and hypothecation of securities; (9) NFS re-booking of
margin transactions as cash transactions pursuant to Section V.B; (10) NFS or
Correspondents execution of a transaction for the account of a Customer
pursuant to Section IV.D; or (11) the failure of Correspondent or any
Customer to timely deposit good funds, deliver securities, settle any
transaction or otherwise comply with Regulation T including violation of
Regulation T restrictions on an Account or the margin rules of any
self-regulatory organization, exchange or NFS.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                      
|     | NFS shall
 indemnify and hold harmless Correspondent and each person who controls
 Correspondent within the meaning of the Exchange Act from and against any and
 all Losses that Correspondent may suffer or incur as a result of the material
 failure of NFS to perform its obligations under this Agreement or the
 negligence, or willful misconduct of NFS. Without limiting the generality of
 the foregoing, NFS shall indemnify and hold Correspondent harmless with
 respect to Losses, except to the extent that such Losses are the result of
 Correspondents negligence or willful misconduct, related to: (1) the loss of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

35

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | securities
 or cash after actual receipt by NFS from Correspondent or prior to the
 delivery of securities to Correspondent from NFS by a courier selected by
 NFS; (2) failure by NFS to remain a member in good standing of the exchanges
 necessary to provide the services contemplated hereunder or the failure to
 remain a duly licensed broker/dealer in good standing under applicable law;
 (3) any material violation of applicable law, rule, or regulation in the
 performance of its duties and obligations under this Agreement; or (4) breach
 by NFS of any of its material representations or warranties made herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Promptly
 after receipt by a party entitled to indemnification under this Section (an
 Indemnified Party) of notice of the commencement of an investigation,
 action, claim or proceeding, such Indemnified Party will, if a claim in
 respect thereof is to be made against the indemnifying party under this
 Section, notify the indemnifying party of the commencement thereof, but the omission
 so to notify the indemnifying party will not relieve it from any liability
 which it may have to the Indemnified Party under this Section. In case any
 such action is brought against any Indemnified Party, and it notified the
 indemnifying party of the commencement thereof, the indemnifying party will
 be entitled to participate therein and, to the extent that it may wish,
 assume the defense thereof, with counsel reasonably satisfactory to such
 indemnified party. After notice from the indemnifying party of its intention
 to assume the defense of an action or the actual assumption of the defense,
 the Indemnified Party shall bear the expenses of any additional counsel
 obtained by the Indemnified Party, and the indemnifying party shall not be
 liable to such Indemnified Party under this Section for any legal or other
 expenses subsequently incurred by such Indemnified Party in connection with
 the defense thereof other than reasonable costs of investigation. The
 Indemnified Party may not settle any action without the written consent of
 the indemnifying party. The indemnifying party may not settle any action
 without the written consent of the Indemnified Party unless such settlement
 completely and finally releases the Indemnified Party from any and all
 liability and imposes no further liability or obligation on the Indemnified
 Party. In either event, consent shall not be unreasonably withheld.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | B. Security
 Interest: Authorization to Charge. Correspondent agrees that each
 Correspondent Account and other property of Correspondent maintained by NFS
 shall be subject to a lien and security interest in favor of NFS for the
 discharge of Correspondents obligations to NFS under this Agreement. For
 purposes of this Agreement, the defined term Correspondent Accounts does
 not include any Customer Accounts or Customer property. Correspondent
 authorizes NFS to charge any Correspondent Account maintained by NFS and any
 other assets of Correspondent held by NFS with all amounts owing to NFS
 including, but not limited to: (1) any reasonable cost or expense directly
 resulting from failures to deliver or failures to receive; (2) any losses
 directly resulting from unsecured debit balances in any Customer or
 Correspondent Account; (3) aged bank reconciliation items; and (4) any
 amounts to which NFS is otherwise entitled pursuant to the provisions of
 Section IX, X, or XII. Such charge may be made against any Correspondent
 Account or assets at any time and in such amount as NFS deems appropriate in
 its sole discretion. No delay in charging any Correspondent Account or asset
 shall operate as a waiver of NFS right to do so at any future time as and
 when NFS deems appropriate. Correspondent may, at its option, satisfy its
 obligation to NFS under this Section by depositing promptly with NFS in a
 reserve or other                                                                                                                                                                                                                                                                                                                                                                                    

36

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appropriate
account an amount sufficient to cover the loss or unsecured indebtedness held
in the Customer or Correspondent Account.

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|XIII. | UNDERTAKINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | A. Other
 Clearing Services. During the term of this Agreement, Correspondent will
 not obtain the services contemplated hereunder through a broker other than
 NFS without prior written consent of NFS. Notwithstanding the foregoing, NFS
 hereby agrees that (1) if Correspondent requests NFS to provide such services
 for certain financial products or to certain Customers and NFS, in its sole
 discretion, using its reasonable business judgment, determines that it is
 unwilling or unable to provide such services for such products or to such
 Customers and so notifies Correspondent, Correspondent may either self-clear
 or engage a third party to provide the clearing and/or custody services for
 such products or to such Customers only; or (2) if Correspondent acquires
 control of another broker-dealer or substantially all of another
 broker-dealers customer accounts, Correspondent may continue to use for up
 to one year the clearing arrangements then in effect for such broker-dealer
 or such broker-dealers accounts only.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | B. Suspension
 or Restriction. In the event that either party or any of its principal
 executive officers shall become subject to suspension or material restriction
 by FINRA or any other regulatory body having jurisdiction over the party and
 such partys securities business, such party will notify the other party
 immediately and such party authorizes the other party to take such steps as
 may be reasonably necessary for the other party to maintain compliance with
 the rules and regulations to which it is subject. The parties further
 authorize the other party, in such event, to comply with directives or
 demands made upon it by any such exchange or regulatory body.                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | C.1. Tradenames
 of NFS. Correspondent acknowledges that the name and logos of Fidelity
 Investments®, National Financial Services LLC, and their
 affiliates (Names) are proprietary trademarks and tradenames and are of
 significant value and importance. Correspondent will not undertake any
 written or oral sales, advertising, 18 marketing, promotional or
 solicitational activities which identify, make reference to or otherwise use
 these Names, or suggest either orally or in writing that Correspondent is an
 agent of, affiliated with or in any way part of the Fidelity Investments®
 organization, except as follows or as otherwise approved in writing by NFS:                                                                                                                                                                                                                                                                                                                                                                          

| |  |     |                                                                                                                                                                                                                                          |                                                                                                                               
| |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------
| |  | (a) | Correspondent
 may indicate that Accounts are carried by National Financial Services LLC,
 Member NYSE/SIPC, a Fidelity Investments® company. Any use of the Fidelity
 Investments® name must be identified as a registered trademark.
|
| |  | (b) | In addition
 to any disclosure required by other rules, in describing the SIPC and excess
 SIPC coverage on NFS accounts, the following language must be used:                                                                          
|
| |  |     |                                                                                                                                                                                                                                          | Securities
 in accounts carried by National Financial Services LLC (NFS), a Fidelity
 Investments company, are protected in

37

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     |                                                                                                                                                                                       | accordance
 with the Securities Investor Protection Corporation (SIPC) in an amount up
 to $500,000 (including up to $100,000 for cash awaiting reinvestment). NFS
 also has arranged for coverage above these limits Neither coverage protects
 against a decline in the market value of securities, nor does either coverage
 extend to certain securities that are considered ineligible for coverage. For
 more details on SIPC, or to request a SIPC brochure, visit www.sipc.org or
 call 1-202-371-8300.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (c) | Correspondent
 may indicate that Fidelity mutual funds are available through Correspondent,
 and must if a specific fund is named use the full and correct name of each
 mutual fund.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     |                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (d) | No reference
 to the Fidelity companies or Fidelity mutual funds may be made in such a way
 as to mislead public customers.                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     |                                                                                                                                                                                      
| | C.2. Tradenames
 of Correspondent. NFS acknowledges that the names and logos of
 Correspondent, including without limitation, SiebertNet, Siebert Brokerage
 Express, Siebert Capital Markets, WFN  Womans Financial Network, Siebert
 Bradford Shank, Muriel Siebert & Co., Inc., Siebert Financial Corp.,
 Muriel Sieberts Personal Financial Program, and Siebert International PLC,
 and all derivations thereof, are proprietary trademarks and tradenames and
 are of significant value and importance. NFS will not undertake any written
 or oral sales, advertising, marketing, promotional or solicitational
 activities which identify, make reference to or otherwise use these names, or
 suggest either orally or in writing that NFS is an agent of, affiliated with
 or in any way part of the Correspondent, except as approved in writing by
 Correspondent.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | D. Regulation
 E Compliance. In the event any Account engages in any transactions in an
 Account through the use of any electronic funds transfer mechanism or
 procedure (EFT) and/or uses any access device, including any debit card,
 which may be used for initiating an EFT, Correspondent shall be solely liable
 and responsible for compliance with the requirements of Regulation E
 promulgated by the Board of Governors of the Federal Reserve System, 12
 C.F.R. Part 205.1-15, all interpretations issued thereunder and any rules,
 regulations, orders, or advisories promulgated by the FRB regarding
 Regulation E or similar regulation.                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | E. Triparty Clearing Relationships. Correspondent shall not introduce to NFS
 for clearing purposes any Account, or Transaction introduced to Correspondent
 by another broker or dealer (Triparty Arrangement) for clearing purposes
 without the prior written consent of NFS, which consent shall not be
 unreasonably withheld. In the event Correspondent wishes to enter into a
 Triparty Arrangement, Correspondent shall notify NFS and execute and require
 its correspondent to execute such agreements or other documents as NFS may
 reasonably require. Correspondent shall also notify NFS promptly in the event
 that a Triparty Arrangement is terminated by Correspondent.                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | F. Prospectus
 Delivery. Correspondent will have sole responsibility for delivering any
 prospectus, offering circular or like document required pursuant to the
 prospectus                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

38

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | delivery or
 like requirements of the Securities Act of 1933, as amended (the Securities
 Act), rules of the Municipal Securities Rulemaking Board, other self
 regulatory organization, or as required by the issuer. Correspondent shall be
 solely responsible for compliance with any and all disclosure document
 delivery requirements in connection with Accounts that are options accounts.
 Correspondent has retained NFS to deliver or cause to be delivered disclosure
 documents which Correspondent is otherwise required to deliver at such fees
 as NFS and Correspondent shall agree from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | G. Compliance
 with State Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 1. Correspondent.
 Correspondent shall be solely responsible for ensuring that each of the
 activities in which it engages in connection with this Agreement, including
 but not limited to, the handling of Customer Accounts, the offer or sale of
 securities, and the qualification and registration of Correspondent or its
 personnel shall be in material compliance with the applicable laws and
 regulations of each state and territory having jurisdiction over
 Correspondent or its activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 2. NFS.
 NFS shall be solely responsible for ensuring that each of the activities in
 which it engages in connection with this Agreement, including but not limited
 to, the execution, clearance and settlement of trades, the safekeeping of
 funds and securities, the extension of credit to Customer Accounts, and the
 qualification and registration of NFS and its personnel shall be in material
 compliance with the applicable laws and regulations of each state and
 territory having jurisdiction over NFS or its activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | H. Electronic
 Transmission of Orders. Correspondent acknowledges that all NYSE member
 firms must establish and maintain procedures designed to monitor and
 supervise the electronic transmission of orders. Correspondent further
 acknowledges that it must either (1) acknowledge to NFS that the procedures
 set forth on Exhibit C, (as such Exhibit may be amended from time to time by
 NFS), have been adopted and implemented by Correspondent; or (2) develop and
 implement its own procedures for the proper supervision of orders placed with
 the NYSE by electronic transmission, and provide to NFS a copy of such
 procedures. Correspondent has indicated its election in Exhibit C and shall
 notify NFS in writing in the event the election should change. The procedures
 set forth in Exhibit C are intended to cover the limited aspect of
 supervision relating to electronic transmission of orders and do not in any
 way alter Correspondents obligations as otherwise set forth by law or in
 this Agreement.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | I. Delivery
 and Resale of Control and Restricted Securities. Correspondent shall be
 responsible for compliance with all laws, rules, and regulations regarding
 the resale, transfer, delivery or negotiation of securities under the
 Securities Act of 1933 (Securities Act), including but not limited to Rules
 144, 145, 701 and Rule 144A thereunder on behalf of any Customer or
 Correspondent Account. Correspondent shall notify NFS whether any Customer or
 Account is a control person within the meaning of the Securities Act with
 respect to any securities custodied at NFS from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                       

39

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Correspondent
 shall comply with such reasonable policies, procedures and documentation
 requirements with respect to control and restricted securities (as such
 terms are contemplated under the Securities Act) as NFS may provide to
 Correspondent from time to time, including but not limited to the
 marginability of such securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | To the
 extent that Correspondent requests NFS to perform services on behalf of
 Correspondent under this Section XIII.I, NFS shall comply with applicable
 laws, rules, and regulations regarding the resale, transfer, delivery or
 negotiation of securities under the Securities Act, including but not limited
 to Rules 144, 145, and 701.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | J. Order
 Handling.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 1. Order
 Routing. In the event that Correspondent uses or directs NFS to use NFS
 order routing network to direct orders to a particular broker, dealer or
 market center through NFS order routing network, Correspondent hereby agrees
 to assume all regulatory and any fiduciary responsibilities associated with
 such order routing request(s), including but not limited to customer
 disclosure and best execution. Correspondent hereby agrees to indemnify and
 hold NFS harmless with respect to all losses, damages, or other financial
 obligations suffered or alleged to have been suffered or incurred by a
 Customer arising out of or related to any orders directed by Correspondent to
 such broker, dealer, or market center, unless such loss is caused by NFS negligence
 or willful misconduct. Correspondent represents that it shall comply at all
 times with applicable regulations regarding order routing, disclosure and
 inducements for order flow including Rules 11Ac1-3 and 10b-10 under the
 Exchange Act as in effect from time to time.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 2. Executions
 with Other Counterparties. With respect to orders executed by
 Correspondent directly with or through designated counterparties, and not
 through NFS, in the event that the counterparty with whom Correspondent dealt
 fails to satisfy its obligation with respect to any such transaction,
 Correspondent assumes the risk of such failure by the counterparty and shall
 reimburse NFS for any loss which NFS may sustain, except that Correspondent
 shall not be responsible for such loss to the extent such loss is due to NFS
 negligence or willful misconduct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 3. Best
 Execution. NFS shall provide best execution for all trades that it
 executes for Correspondent or Correspondents Customers in accordance with
 all applicable rules, laws, and regulations. Additionally, upon reasonable
 request from Correspondent, and subject to execution of such agreements as
 may be reasonably required by NFS, NFS shall provide reasonable data
 regarding execution of Correspondent and Correspondent Customer trades to
 third party vendors Transaction Auditing Group and/or Thompson Transaction
 Analytics, as designated by Correspondent, to assist Correspondent in
 assessing the execution quality provided by NFS for Correspondent and Correspondent
 Customer trades. NFS reserves the right to modify such third party vendors.                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | K. Market
 Making and Underwriting Activity. Correspondent shall not engage in
 market making without prior written notice to NFS. NFS hereby acknowledges
 that                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

40

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Correspondent
 participates in the distribution of securities. In no event shall NFS be
 deemed to be giving or have given an opinion of the quality, investment
 potential or creditworthiness of the issuer or the security. Correspondent
 shall be responsible for compliance with applicable laws, rules and
 regulations with respect to such activity. Correspondent shall also comply
 with NFS policies and procedures provided to Correspondent as modified from
 time to time. Due to the nature of the activity contemplated hereunder, NFS
 reserves the right, utilizing its Reasonable Business Judgment, to increase
 the net capital and escrow requirements as set forth in Exhibit B pursuant to
 Section X.l and X.2 of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | L. Special
 Products or Services. Correspondent may elect to offer to its Customers
 or engage in certain products or services with prior written notice to NFS as
 set forth in Exhibit B. Correspondent has notified NFS of such intention and
 has executed the appropriate corresponding Schedules.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|XIV. | TERMINATION OF AGREEMENT, TRANSFER OF ACCOUNTS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | A. Effectiveness.
 This Agreement shall remain in full force and effect for an initial term of
 three years (Initial Term) from the date hereof subject to approval by
 FINRA. Either party may terminate this Agreement at the end of such
 three-year period by giving 180 days prior written notification of
 termination. In such event, this Agreement shall terminate at the end of such
 initial three-year period.                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | In the event
 no written notification is given as set forth above, this Agreement shall be
 deemed to have been renewed, subject to termination by either party at any
 time by giving 180 days prior written notification of termination, and such
 termination shall be effective as of the end of such 180-day period.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | B. 1. Termination by NFS. NFS may terminate
 this Agreement at any time on thirty (30) days prior written notice to
 Correspondent in the event that Correspondent:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) | materially
 fails to comply with the terms of this Agreement and upon prior written
 notification by NFS fails to remedy such noncompliance within thirty (30)
 days from such notification; or                                                                                                                                                                                                                              
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | (b) | is enjoined,
 prohibited or suspended as a result of an administrative or judicial
 proceeding for a period of more than thirty (30) days from engaging in
 securities business activities constituting all or a material portion of
 Correspondents securities business, which injunction, prohibition or
 suspension makes materially impracticable the disclosed clearing relationship
 established in this Agreement; or
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | (c) | fails to
 comply with the net capital requirement pursuant to Section X.A and upon
 prior notification by NFS fails to correct such deficiency within thirty (30)
 days from such notification; or                                                                                                                                                                                                                           

41

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (d) | conducts or
 participates in any activity, transaction, or conduct which, in NFS
 reasonable business judgment, may present a material adverse impact or
 reflection upon NFS reputation.                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 2. Termination
 by Correspondent. Correspondent may terminate-this Agreement at anytime
 upon thirty (30) days prior written notice to NFS in the event that NFS:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (a) | materially
 fails to comply with the terms of this Agreement and upon prior written
 notification by Correspondent fails to remedy such noncompliance within
 thirty (30) days from such notification; or                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (b) | is enjoined,
 prohibited or suspended as a result of an administrative or judicial
 proceeding for a period of more than thirty (30) days from engaging in securities
 business activities constituting all or a material portion of NFS securities
 business, which injunction, prohibition or suspension makes materially
 impracticable the disclosed clearing relationship established in this
 Agreement; or
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (c) | fails to
 comply with the net capital requirement pursuant to Section X.D and upon
 prior notification by Correspondent fails to correct such deficiency within
 thirty (30) days from such notification.                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | C. Automatic
 Termination. This Agreement shall terminate immediately in the event that
 either party:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 1. is
 no longer registered as a broker-dealer with the SEC; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 2. for
 a period of more than thirty (30) days is suspended or has material
 restrictions placed on its business by FINRA or any national securities
 exchange of which it is a member for failure to comply with the rules and
 regulations thereof; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 3. ceases
 to conduct its business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | D. Conversion
 of Accounts. In the event that this Agreement is terminated for any
 reason, it shall be Correspondents responsibility to arrange for the
 conversion of Correspondent and Customer Accounts to another clearing broker.
 The parties agree to work in good faith during such a conversion. Correspondent
 will give NFS notice (the Conversion Notice) of (1) the name of the broker
 which will assume responsibility for clearing services for Customers and
 Correspondent, (2) the date on which such broker will commence providing such
 services, (3) Correspondents undertaking, in form and substance reasonably
 satisfactory to NFS, that Correspondents agreement with such broker provides
 that such broker will accept on conversion substantially all of Correspondent
 and Customer Accounts then maintained by NFS, provided that if such broker is
 not accepting all accounts of Correspondent and Customers then maintained by
 NFS, Correspondents undertaking shall also include arrangements reasonably
 satisfactory to NFS with respect to such remaining accounts, and (4) the name
 of an individual within the new clearing firm whom NFS can contact to
 coordinate the

42

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|    | conversion.
 The Conversion Notice shall be given within 30 days of Correspondents notice
 of termination given pursuant to Section XIV.A or XIV.B.2, or within 30 days
 of NFS notice of termination pursuant to Section XIV.A or Section XIV.B.1,
 or within 30 days of the occurrence of an event specified in Section XIV.C.
 If Correspondent fails to give the Conversion Notice to NFS, NFS may give to
 Customers such notice as NFS reasonably deems appropriate of the termination
 of this Agreement and may make such arrangements as NFS reasonably deems
 appropriate for transfer or delivery of Customer and Correspondent Accounts.
 In the event NFS receives or gives notice of termination under this Section
 XIV.A or XIV.B, or this Agreement terminates automatically pursuant to
 Section XIV.C, NFS reserves the right to administer each Account in such
 manner as NFS deems appropriate in its sole discretion, utilizing reasonable
 business judgment, taking into consideration the interests of such Account,
 including but not limited to rejecting transactions pursuant to Section IV.D.
 Correspondent will pay to NFS reasonable and equitable programming charges to
 process the conversion. In addition, Correspondent shall pay any reasonable
 and documented costs incurred by NFS as billed by any third party vendors,
 such as transfer agents, directly relating to such conversion. In the event
 that Correspondent terminates this Agreement prior to the end of the initial
 term, other than as permitted under this Agreement, Correspondent shall pay
 to NFS a termination fee as described in Exhibit A. In the event that
 Correspondent is the subject of the issuance of a protective decree pursuant
 to the Securities Investor Protection Act of 1970 (15 USC 78aaa-111), NFS
 claim for payment of a termination fee under this Agreement shall be
 subordinate to claims of Correspondents customers that have been approved by
 the Trustee appointed by the Securities Investor Protection Corporation
 pursuant to the issuance of such protective decree.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 
|    | E. Survival.
 No termination of a partys services under this Agreement pursuant to
 Sections XIV.B or XIV.C shall relieve the other party of its obligations under
 this Agreement. Termination of this Agreement shall not affect the rights or
 obligations of either party arising prior to the effective date of such
 termination. The provisions of Sections XII. (Indemnification) and XV.
 (Confidential Nature of Information and Documents) and XII.7. (No Obligation
 to Release) shall survive the termination of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 
|    | F. No
 Obligation to Release. NFS shall not be required to release to
 Correspondent any securities or cash held by NFS for Correspondent in any
 Correspondent Account or the Settlement Account until; (1) any amounts owing
 to NFS pursuant to the provisions of this Agreement are determined and
 Correspondents outstanding obligations hereunder to NFS are paid, including
 determination of any disputed amounts; (2) any property of NFS in the
 possession of Correspondent is returned to NFS; and (3) arrangements
 reasonably satisfactory to NFS have been made by Correspondent with respect
 to all Accounts introduced to NFS by Correspondent. NFS agrees to return any
 amounts owed to Correspondent within 30 days from the effective termination
 of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 
|XV. | CONFIDENTIAL NATURE OF INFORMATION AND DOCUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 
|    | Each party
 acknowledges and understands that any and all technical, trade secret, or business
 information, including, without limitation, financial information, business
 or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

43

---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | 
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|      | marketing
 strategies or plans, product development or customer information, which is
 disclosed to the other or is otherwise obtained by the other, its affiliates,
 agent or representatives during the term of this Agreement (the Proprietary
 Information) is confidential and proprietary, constitutes trade secrets of
 the owner, and is of great value and importance to the success of the owners
 business. Each party agrees to comply with its obligations under the terms of
 the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. 6801 et seq.) and other privacy
 laws, to the extent applicable, and to cooperate with the other party at such
 partys request in the fulfillment of any such obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | 
|      | Proprietary
 information shall not include any information that is: (A) already known to
 the other party or its affiliates at the time of the disclosure; (B) publicly
 known at the time of the disclosure or becomes publicly known through no
 wrongful act or failure of the other party; (C) subsequently disclosed to the
 other party or its affiliates on a nonconfidential basis by a third party not
 having a confidential relationship with the owner and which rightfully
 acquired such information; (D) communicated to a third party by the other
 party with the express written consent of the owner; or (E) legally compelled
 to be disclosed pursuant to a subpoena, summons, order or other judicial or
 governmental process, provided the disclosing party provides prompt notice of
 any such subpoena, order, etc. to the other party so that such party will
 have the opportunity to obtain a protective order.                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | 
|      | Each party
 agrees to use its best efforts (the same being not less than that employed to
 protect his own proprietary information) to safeguard the Proprietary
 Information, to use the Proprietary Information only for purposes of this
 Agreement, and to prevent the unauthorized, negligent or inadvertent use or
 disclosure thereof. Neither party shall, without the prior written approval
 of any officer of the other, directly or indirectly, disclose the Proprietary
 Information to any person or business entity except for a limited number of
 employees, attorneys, accountants and other advisors of the other on a
 need-to-know basis or as may be required by law or regulation. Each party
 shall promptly notify the other in writing of any unauthorized, negligent or
 inadvertent use or disclosure of Proprietary Information of which it becomes
 aware. Each party shall be liable under this Agreement to the other for any
 use or disclosure in violation of the Agreement by its employees, attorneys,
 accountants, or other advisors or agents. For point of clarity, Customer
 order, transaction, and other Customer information shall constitute
 Proprietary Information for purposes of this Section XV.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | 
|      | This Section
 XV shall continue in full force and effect notwithstanding the termination of
 this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | 
|XVI.  | SECTION DELETED INTENTIONALLY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | 
|XVII. | NOTICE TO CUSTOMERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | 
|      | NFS shall
 provide, or cause to be provided to every Customer promptly upon the opening
 of a Customer Account, notice of the existence of this Agreement and general
 terms of this Agreement clearly indicating the allocation of responsibility
 contained herein, which notice shall comply with New York Stock Exchange Rule
 382 and NASD Conduct Rule                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

44

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
|       | 3230 or any
 successor rules of FINRA. NFS shall provide Correspondent a copy of the
 current version of such notice upon Correspondents request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
|XVIII. | CUSTOMER COMPLAINT PROCEDURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
|       | A. Complaints
 Directed to Correspondent. Correspondent will be
 responsible for the prompt handling of all Customer complaints directed to
 Correspondent. If any such complaint is based upon an alleged act or failure
 to act by NFS, Correspondent will notify NFS promptly of such complaint and
 the basis therefore and will consult with NFS and the parties will cooperate
 in determining the validity of such complaint and the appropriate action to
 be taken. Correspondent will forward a copy of such correspondence to NFS.                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
|       | B. Complaints
 Directed to NFS. NFS will be responsible for
 handling all Customer complaints directed to NFS. If any such complaint is
 based upon an alleged act or failure to act by Correspondent or a
 responsibility allocated to Correspondent under this Agreement, NFS will so
 notify the Customer and forward the complaint to Correspondent with a copy to
 Correspondents Designated Examining Authority (to the extent required). If
 the complaint is based upon an alleged act or failure to act by NFS, NFS will
 review such complaint with Correspondent and respond promptly to the Customer
 with a copy of such correspondence to Correspondent.                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
|       | C. Regulatory
 Inquiries. Correspondent and NFS will each respond
 to the inquiries they receive from regulatory authorities. Each will
 cooperate with the other in production of information or documentation as
 necessary to respond to such inquiry in a timely and complete manner.
 Correspondent and NFS will advise the other of receipt of any regulatory
 inquiry concerning the other firm to the extent permitted by such regulatory
 authority and applicable law, rule, or regulation.                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
|XIX.   | TELEPHONE RECORDING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
|       | Correspondent
 understands and agrees that in order to verify securities transactions and
 other information related to this Agreement, NFS may tape-record telephone
 conversations with its employees. Correspondent also understands that such
 recordings may take place without an audible electronic beep, tone or vocal
 announcement to indicate that the line may be recorded. Correspondent will be
 solely responsible for notifying, and obtaining the consent of, all present
 and future employees that such conversations may be recorded. Correspondent
 consents to the admission of such recordings as evidence in any adjudication
 of any dispute or claim arising under this Agreement. NFS understands that in
 order to verify securities transactions and other information related to this
 Agreement, Correspondent may tape-record telephone conversations with its
 employees.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
|XX.    | REMEDIES CUMULATIVE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
|       | The
 enumeration herein of specific remedies shall not be exclusive of any other
 remedies. Any delay or failure by any party to this Agreement to exercise any
 right, power, remedy or privilege herein contained, or now or hereafter
 existing under any applicable statute or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

45

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|     | law, shall
 not be construed to be a waiver of such right, power, remedy or privilege,
 nor to limit the exercise of such right, power, remedy, or privilege, nor
 shall it preclude the further exercise thereof or the exercise of any other
 right, power, remedy or privilege.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 
|XXI. | MISCELLANEOUS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 
|     | A. NFS
 shall be responsible for providing IRS Form 1099 and other information
 required to be reported by federal, state or local tax laws, rules or
 regulations, to Accounts solely with respect to events and dates subsequent
 to Correspondents conversion to NFS and for the mailing of same at
 Correspondents expense as defined in Exhibit A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 
|     | B. NFS
 shall limit its services pursuant to the terms of this Agreement to those
 services expressly set forth herein and related thereto. NFS will perform
 such other services including enhancements thereto, upon such terms and at
 such prices, as NFS and Correspondent may from time to time agree. Neither
 Correspondent nor NFS shall hold itself out as an agent, partner or joint
 venture partner of the other or any of the subsidiaries or companies
 controlled directly or indirectly by or affiliated with the other.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 
|     | C. This
 Agreement, including all Exhibits, which are hereby incorporated by
 reference, constitutes and expresses the entire Agreement and understanding
 between the parties and supersedes all previous communications, representations
 or agreements, whether written or oral, with respect to the subject matter
 hereof. This Agreement may be modified only in writing signed by both parties
 to this Agreement. Such modification shall not be deemed as a cancellation of
 this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 
|     | D. This
 Agreement shall be binding upon all successors, assigns or transferees of
 both parties hereto, irrespective of any change with regard to the name of or
 the personnel of Correspondent or NFS. Any assignment of this Agreement shall
 be subject to the requisite review and/or approval of any regulatory agency
 or body whose review and/or approval must be obtained prior to the
 effectiveness and validity of such assignment. No assignment of this
 Agreement shall be valid unless the non-assigning party consents to such an
 assignment in writing, provided that any assignment by either NFS or
 Correspondent to any majority-owned subsidiary that it may create or to a
 company affiliated with or controlled directly or indirectly by or under
 common control with either of them will be deemed valid and enforceable in
 the absence of any consent from either party. Neither this Agreement nor any
 operation hereunder is intended to be, shall not be deemed to be, and shall
 not be treated as a general or limited partnership, association or joint
 venture or agency relationship between Correspondent and NFS.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 
|     | E. Neither
 party shall be liable for any loss caused, directly or indirectly, by
 government restrictions, exchange or market rulings, suspension or trading,
 war (whether declared or undeclared), terrorist acts, insurrection, riots,
 flooding, strikes, failure of utility services, accidents, adverse weather or
 events of nature, or other conditions beyond the control of that party. In
 the event that any communications network, data processing system, or
 computer system used by a party, whether or not owned by such party, is
 rendered inoperable beyond the reasonable control of such party, such party
 shall                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

46

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
| | not be
 liable to the other party for any loss, liability, claim, damage or expense
 resulting, either directly or indirectly, therefrom.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 
| | F. The
 construction and effect of every provision of this Agreement, the rights of
 the parties hereunder and any questions arising out of the Agreement, shall
 be subject to the statutory and common law of the Commonwealth of
 Massachusetts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 
| | G. In
 the event of a dispute between the parties such dispute shall be settled by
 arbitration in accordance with the rules then prevailing at FINRA, provided
 however that if FINRA declines jurisdiction over the dispute it shall be
 decided through the jurisdiction of any United States securities
 self-regulatory organization or United States securities exchange of which
 the entity against whom the claim is made is a member and designates. Such
 designation of the rules of a United States self-regulatory organization or
 United States securities exchange is not integral to the underlying agreement
 to arbitrate. Any final award rendered by such arbitrators shall be final and
 binding between the parties and judgment thereon may be entered in any court
 of competent jurisdiction.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 
| | H. The
 heading preceding the text, and sections hereof have been inserted for
 convenience and reference only and shall not be construed to affect the
 meaning, construction, or effect of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 
| | I. To
 the extent required by the SECs interpretation of its financial
 responsibility rules and to the extent necessary to give Customers and
 Accounts the full benefit of the Securities Investor Protection Act,
 Correspondents Customers will be considered customers of NFS and not
 Customers of the Correspondent. Nothing herein shall cause the
 Correspondents Customers to be deemed to be customers of NFS for any other
 purpose, or to negate the intent of any other section of this Agreement,
 including but not limited to, the allocation of responsibilities as set forth
 elsewhere in this Agreement.                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 
| | J. If
 any provision or condition of this Agreement shall be held to be invalid or
 unenforceable by any court, or regulatory or self-regulatory agency or body,
 such invalidity or unenforceability shall apply only to such provision or
 condition. The validity of the remaining provisions and conditions shall not
 be affected thereby, and the parties shall take diligent efforts to implement
 their original intentions as to the terms of this Agreement as if any such
 invalid or unenforceable provision or condition were not contained herein.                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 
| | K. For
 the purposes of any and all notices, consents, directions, approvals,
 restrictions, requests or other communications required or permitted to be
 delivered hereunder, NFS address shall be:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                                       
| | --------------------------------------
| | National
 Financial Services LLC      
| | 155 Seaport
 Blvd., ZW9B              
| | Boston, MA
 02210                     
| | Attention:
 Katie Zack, Vice President

47

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| |                                                 
| | ------------------------------------------------
| | and
 Correspondents address shall be:          
| |                                                 
| | Muriel
 Siebert & Co., Inc.                     
| | 885 Third
 Avenue, Suite 1720                   
| | New York, NY
 10022                             
| | Attention:
 Muriel F. Siebert or Timothy OLeary

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| | and either
 party may provide such notice or change its address for notice purposes by
 giving written notice pursuant to registered or certified mail, return
 receipt requested, of the new address to the other party.                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | 
| | L. Authority
 to Execute; Counterparts: FINRA Approval. Each party represents to the
 other that an officer duly authorized to enter into a fully disclosed
 clearing relationship will execute this Agreement on behalf of such party.
 This Agreement may be executed in one or more counterparts, all of which
 taken together shall constitute a single Agreement. When each party hereto
 has executed and delivered to the other a counterpart, this Agreement shall
 become binding on both parties, subject only to approval by FINRA. NFS will
 submit this Agreement to FINRA promptly following execution.

48

---



IN
WITNESS WHEREOF, the parties have made and executed this Agreement at Boston,
Massachusetts as set forth below.

| |                                 |                
| | ------------------------------- | ---------------
| | NATIONAL FINANCIAL SERVICES LLC
| |                                
| | By:                             | /s/ Katie
 Zack
| |                                 |                
| |                                 | Katie Zack     
| |                                 | Vice
 President

| |                  |            
| | ---------------- | -----------
| | Effective
 Date: | May 5, 2010
| |                  |            

AGREED AND ACCEPTED:

| |                            |                       
| | -------------------------- | ----------------------
| | MURIEL SIEBERT & CO., INC.
| |                           
| | By:                        | /s/ Muriel
 F. Siebert
| |                            |                       
| | Muriel F. Siebert         

49

---



MURIEL SIEBERT
& CO., INC.


EXHIBIT A


[*]

[This exhibit
has been omitted pursuant to a request for confidential treatment under Rule
24b-2 of the Securities Exchange Act of 1934. The omitted materials have been
filed separately with the Securities and Exchange Commission.]

*
Confidential

50

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