Exhibit 10.14


SERVICES AGREEMENT


THIS SERVICES AGREEMENT (“Agreement”) is
effective as of the 27th day of
October, 2005, by and between (i) Linsco/Private Ledger Corp., a California
corporation having its principal place of business at One Beacon Street, 22nd
Floor, Boston, MA  02108 and (ii) GPA
Group, Inc., a Delaware corporation having its principal place of business at
One Beacon Street, 22nd Floor, Boston, MA 
02108.


1.                                       INTRODUCTION


a.                                       Linsco/Private Ledger Corp. is engaged in,
among other things, the distribution of mutual funds in the United States and,
in connection therewith, performs administrative, and professional services;
processes trades; provides software development, maintenance, and related
services; research and other services related thereto; and provides
full-service operational support to a national network of securities
professionals.


b.                                      GPA Group, Inc. desires to engage
Linsco/Private Ledger Corp. to perform the services as described above to it or
its direct or indirect wholly or partially owned subsidiaries and Affiliates
(as defined in Section 8(m)) (as applicable to the party receiving the
services, “GPA Group”), upon the terms and conditions set forth herein.


2.                                       SCOPE OF SERVICES; OBLIGATIONS OF GPA GROUP


a.                                       The Services described in Exhibit A
attached hereto (the “Services”) may be performed by any of Linsco/Private
Ledger Corp., its parent, subsidiaries, Affiliates (as defined in Section
8(m)), or contractors (as applicable to the party providing the service, “LPL”).  All Services to be provided by LPL hereunder
shall be consistent with the scope, amount and quality of services provided by
LPL to GPA Group during the two year time period immediately preceding the term
of this Agreement and shall be the usual and 


PROPRIETARY AND CONFIDENTIAL


LPL/GPA GROUP INFORMATION SOLELY FOR
AUTHORIZED PERSONS


HAVING A
NEED TO KNOW OR USE AS PERMITTED BY THIS AGREEMENT



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customary
services that LPL provided to GPA Group during such prior two year time
period.  Any Services requested by GPA
Group that are not within the scope of the usual and customary services that
LPL had performed during the two year time period immediately preceding the
term of this Agreement shall be first requested in writing to the President of
LPL by the President of GPA Group and shall only be performed by mutual
agreement of the parties.  LPL shall not
have any power to act independently on behalf of GPA Group other than as
specifically authorized hereunder or from time to time by GPA Group.  LPL acknowledges and agrees that the services
requested of and performed by LPL may be on behalf of or for the benefit of a
third party, whether or not affiliated with GPA Group.


b.                                      In providing the Services, LPL will use
commercially reasonable efforts in making the Services available to GPA Group.


c.                                       LPL shall determine the facilities to be used
in rendering the Services and the individuals who will render the Services
unless GPA Group requests specific persons to perform the duties requested;
provided, however, that such persons are reasonably available and the tasks are
consistent with their normal job responsibilities.  Nothing herein shall restrict GPA Group or
its directors, officers or employees from engaging in any business, or from
contracting with other parties, for similar or different services.


d.                                      GPA Group acknowledges that LPL’s performance
under this Agreement is dependent upon close cooperation between the
parties.  GPA Group shall provide LPL in
a timely fashion all reasonable information requested by LPL in connection with
LPL’s performance hereunder.


3.                                       COMPENSATION


a.                                       GPA Group shall pay LPL for the Services as
set forth in Exhibit B attached hereto and shall reimburse LPL for
reasonable out-of-pocket expenses, including travel by LPL personnel.  The parties agree that the rates and terms of
compensation have been negotiated by the parties and reflect reasonable and
fair market terms.


b.                                      LPL shall submit to GPA Group monthly
invoices or statements based upon work performed, and travel and incidental
expenses incurred.  Such invoices shall
describe the services performed, shall state the time devoted to such services
and shall 



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itemize
travel and incidental expenses by category. 
Such invoices shall be due and payable within thirty (30) days after
receipt by GPA Group.


c.                                       Amounts specified in LPL’s invoices are
exclusive of any and all taxes, tariffs, customs duties, excises or other
charges levied or collected by any government entity (other than U.S. taxes on
LPL’s net income).  In the event that LPL
is required to, or does, pay any such amounts, GPA Group shall promptly
reimburse LPL for the full amount paid.


d.                                      Any payments due under this Agreement which
are not made when due will be subject to an interest charge of one per cent
(1%) per month.


4.                                       NONDISCLOSURE


a.                                       For purposes of this Agreement, “Proprietary
and Confidential LPL Information” means all information relating to LPL’s
business or affairs, including, but not limited to, technical or nontechnical
data, formulae, patterns, plans, compilations, programs, devices, methods,
tools, techniques, drawings, processes, financial data, lists of actual or
potential customers or suppliers, marketing plans and business strategies,
provided that, Proprietary and Confidential LPL Information shall not include
(i) information that becomes generally available to the public other than as a
result of unauthorized disclosure by GPA Group or persons to whom GPA Group has
made such information available, (ii) information that was available to GPA
Group on a nonconfidential basis prior to receipt from LPL or is received
thereafter from a third party lawfully entitled to such information without
continuing restrictions on use, (iii) information that is disclosed to the
public pursuant to a requirement of a court or government agency, provided,
however,  that, prior to any
disclosure pursuant to this clause (iii), the disclosing party shall have given
LPL notice of any proposed disclosure and a reasonable opportunity to interpose
an objection or obtain a protective order requiring that the Proprietary and
Confidential LPL Information to be disclosed be used only for the purposes for
which the order was issued and (iv) information that was independently
developed by GPA Group without use of or reference to any Proprietary and
Confidential LPL Information, as evidenced by GPA Group’s written records.  Subject to the foregoing sentence, the
content of this Agreement and all other agreements between the two parties
constitutes Proprietary and Confidential LPL Information.  LPL shall have no obligation to identify
specifically Proprietary and Confidential LPL Information.



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b.                                      For purposes of this Agreement, “Proprietary
and Confidential GPA Group Information” means any information relating to GPA
Group’s business or affairs, including, but not limited to, technical or
nontechnical data, formulae, patterns, plans, compilations, programs, devices,
methods, tools, techniques, drawings, processes, financial data, lists of
actual or potential customers or suppliers, marketing plans and business
strategies, information relating to retail customers, provided that,
Proprietary and Confidential GPA Group Information shall not include (i)
information that becomes generally available to the public other than as a
result of unauthorized disclosure by LPL or persons to whom LPL has made such
information available, (ii) information that was available to LPL on a
nonconfidential basis prior to receipt from GPA Group or is received thereafter
from a third party lawfully entitled to such information without continuing restrictions
on use, (iii) information that is disclosed to the public pursuant to a
requirement of a court or government agency, provided,  however,  that, prior to any disclosure pursuant to
this clause (iii), the disclosing party shall have given GPA Group notice of
any proposed disclosure and a reasonable opportunity to interpose an objection
or obtain a protective order requiring that the Proprietary and Confidential
GPA Group Information to be disclosed be used only for the purposes for which
the order was issued and (iv) information that was independently developed by
LPL without use of or reference to any Proprietary and Confidential GPA Group
Information, as evidenced by LPL’s written records.  Subject to the foregoing sentence, the
content of this Agreement and all other agreements between the two parties
constitutes Proprietary and Confidential GPA Group Information. GPA Group shall
have no obligation to identify specifically Proprietary and Confidential GPA
Group Information.


c.                                       GPA Group acknowledges that the Proprietary
and Confidential LPL Information constitutes valuable assets and trade secrets
of LPL and its Affiliates (as defined in Section 8(m)), has not been published
and is protected by civil and criminal law and that the use and disclosure
thereof must be carefully and continuously controlled.  Accordingly, during the term of this
Agreement and at all times thereafter, GPA Group agrees that:


(i)                                     it will hold the Proprietary and Confidential
LPL Information in strict confidence and will use its commercially reasonable
best efforts to protect the Proprietary and Confidential LPL Information from
any use, reproduction, publication, disclosure, or distribution, except as
specifically authorized by the terms and conditions of this Agreement;



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(ii)                                  it will not, and will cause those persons and
entities described in subclauses (A) and (B) of clause (v) below not to, use,
sell, lease, assign, transfer, disclose or otherwise make available any
Proprietary and Confidential LPL Information, or the benefit thereof, to
others, except as specifically authorized by the terms and conditions of this
Agreement;


(iii)                               it will not remove or permit to be removed
from any item embodying Proprietary and Confidential LPL Information any notice
placed thereon indicating the confidential nature and/or the proprietary right
of LPL or other parties, as the case may be, in such items;


(iv)                              it will honor, reproduce and include the
copyright notice and other proprietary notices (in the form specified by LPL)
on all copies, in any form, including partial copies and excerpts, of the
Proprietary and Confidential LPL Information;


(v)                                 it will (A) limit
access to the Proprietary and Confidential LPL Information to those of its
directors, officers and employees, in each case who have a need for such access
in connection with the performance of their duties in such positions, (B)
prohibit access to the Proprietary and Confidential LPL Information by any
other third party without the prior written consent of LPL and (C) require the
foregoing persons and entities to enter into written confidentiality agreements
that include the same material provisions as this Section 4c and provide LPL
with copies thereof upon request; and


(vi)                              in the event GPA Group becomes aware that any
person or entity (including, but  not
limited to, any person or entity described in subclause (A) or (B) of clause
(v) above) is taking, threatens to take or has taken any action which would
violate any of the foregoing provisions were that person or entity a party to this
Agreement, GPA Group shall promptly and fully advise LPL (with written
confirmation as soon as practicable thereafter) of all facts known to GPA Group
concerning such action or threatened action. 
GPA Group shall not in any way aid, abet or encourage any such action or
threatened action.  GPA Group agrees to
use its commercially reasonable best efforts to prevent such action or
threatened action, including, but not limited to, assigning any cause of action
it may have related to the violation of the foregoing provisions to LPL, and
GPA Group agrees to do all reasonable things and cooperate in all reasonable
ways as may be requested by LPL to protect the trade secret and proprietary
rights 



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of
LPL, its Affiliates and other parties in the Proprietary and Confidential LPL
Information.


GPA
Group’s “commercially reasonable best efforts” obligations as provided in this
Section 4c shall include, but not be limited to, employing procedures with
respect to the Proprietary and Confidential LPL Information which are no less
restrictive than the strictest procedures established or employed by GPA Group
to protect its own confidential information, trade secrets or know-how.


d.                                      LPL acknowledges that the Proprietary and
Confidential GPA Group Information constitutes valuable assets and trade
secrets of GPA Group and its Affiliates, has not been published, is protected
by civil and criminal law and that the use and disclosure thereof must be
carefully and continuously controlled.  Accordingly,
during the term of this Agreement and at all times thereafter, LPL agrees that:


(i)                                     it will hold the Proprietary and Confidential
GPA Group Information in strict confidence and will use its commercially
reasonable best efforts to protect the Proprietary and Confidential GPA Group
Information from any use, reproduction, publication, disclosure, or
distribution, except as specifically authorized by the terms and conditions of
this Agreement;


(ii)                                  it will not, and will cause those persons and
entities described in subclauses (A) and (B) of clause (v) below not to, use,
sell, lease, assign, transfer, disclose or otherwise make available any
Proprietary and Confidential GPA Group Information, or the benefit thereof, to
others, except as specifically authorized by the terms and conditions of this
Agreement;


(iii)                               it will not remove or permit to be removed
from any item embodying Proprietary and Confidential GPA Group Information any
notice placed thereon indicating the confidential nature and/or the proprietary
right of GPA Group or other parties, as the case may be, in such items;


(iv)                              it will honor, reproduce and include the
copyright notice and other proprietary notices (in the form specified by GPA
Group) on all copies, in any form, including partial copies and excerpts, of
the Proprietary and Confidential GPA Group Information;


(v)                                 it will (A) limit access to the Proprietary
and Confidential GPA Group Information to those of its directors, 



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officers
and employees and the employees of its subcontractors who have a need for such
access in connection with the performance of their duties in such positions,
(B) prohibit access to the Proprietary and Confidential GPA Group Information
by any other third party without the prior written consent of GPA Group and (C)
require the foregoing persons and entities to enter into written
confidentiality agreements that include to the same material provisions as this
Section 4d in all material respects and provide GPA Group with copies thereof
upon request; and


(vi)                              in the event LPL becomes aware that any person
or entity (including, but  not limited
to, any person or entity described in subclause (A) or (B) of clause (v) above)
is taking, threatens to take or has taken any action which would violate any of
the foregoing provisions were that person or entity a party to this Agreement,
LPL shall promptly and fully advise GPA Group (with written confirmation as
soon as practicable thereafter) of all facts known to LPL concerning such
action or threatened action.  LPL shall
not in any way aid, abet or encourage any such action or threatened
action.  LPL agrees to use its
commercially reasonable best efforts to prevent such action or threatened
action, including, but not limited to, assigning any cause of action it may
have related to the violation of the foregoing provisions to GPA Group, and LPL
agrees to do all reasonable things and cooperate in all reasonable ways as may
be requested by GPA Group to protect the trade secret and proprietary rights of
GPA Group, its Affiliates and other parties in the Proprietary and Confidential
GPA Group Information.


LPL’s
“commercially reasonable best efforts” obligations as provided in this Section
4d shall include, but not be limited to, employing procedures with respect to
the Proprietary and Confidential GPA Group Information which are no less
restrictive than the strictest procedures established or employed by LPL to
protect its own confidential information, trade secrets or know-how.


5.                                       INDEMNIFICATION


a.                                       LPL agrees to indemnify and hold harmless
GPA Group, its Affiliates and subsidiaries, and the directors, officers and
employees of each of the foregoing (each a “GPA Group Indemnitee”) from and
against any fine, penalty, loss, liability or expense (including reasonable
attorneys’ fees and court costs) incurred by any GPA Group Indemnitee as a
result of any claim, demand or action against any GPA Group Indemnitee based
on, related to or arising 



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out
of any claim that any Service, including without limitation, the use by any GPA
Group Indemnitee of any product supplied to GPA Group by LPL pursuant to this
Agreement (a “Product”), infringes or misappropriates any U.S. patent,
copyright, trade secret, or similar proprietary right of a third party;
provided, however, that LPL shall have no liability pursuant to this Section 5a
or otherwise for any claim of infringement to the extent such a claim is
proximately caused by (i) the misuse of any Service, including without
limitation the misuse or modification of any Product (other than a modification
made solely by LPL), (ii) the failure by GPA Group, its Affiliates, joint
venture partners, subcontractors or any subcontractors of the foregoing to use
corrections or enhancements to any Service or Product made available to GPA
Group by LPL at no additional  cost
to GPA Group or (iii) the use of any Service or Product in combination with
programs or data not provided by LPL.  If
such claim has occurred, or in LPL’s judgment is likely to occur, LPL may, at
its option and expense, or if a nonappealable final judgment against any GPA
Group Indemnitee with respect to such a claim is entered or in connection with
such a claim a temporary restraining order or injunction is issued against GPA
Group’s use of any Service or any Product, LPL shall, at its expense (i)
procure the right for GPA Group to continue using such Service or to continue
copying and using such Product, as applicable, in accordance with this
Agreement, or (ii) replace or modify such Service or Product with a functional
equivalent so that it becomes non-infringing. 
In the event that the above remedies are not available within ninety
(90) days of the date any judgment described in the foregoing sentence becomes
final and nonappealable or of the date of the issuance of any temporary
restraining order or injunction described in the foregoing sentence, GPA Group
shall have the option to terminate this Agreement upon thirty (30) days’ notice
to LPL and, in such event, shall not be entitled to any compensation from LPL
as a result of such termination other than any compensation payable in
connection with LPL’s indemnification obligations under this Section 5a.



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b.                                      GPA Group agrees to indemnify and hold
harmless LPL, its Affiliates and subsidiaries, and the directors, officers and
employees of each of the foregoing (each an “LPL Indemnitee”) from and against
any fine, penalty, loss, liability and expense (including reasonable attorneys’
fees and court costs) incurred by any LPL Indemnitee as a result of any claim,
demand or action against any LPL Indemnitee based on, related to or arising out
of (i) any matter described in clause (i), (ii) or (iii) of the proviso to the
first sentence of Section 5(a), (ii) any breach by GPA Group of Section 8(h) or
(iii) any claim by a third party, including without limitation any governmental
agency, any consultants, agents, joint venture partners or subcontractors of
GPA Group or any retail customers who receive any Products or Services pursuant
to this Agreement.


c.                                       The foregoing indemnities shall be contingent
upon (i) the indemnified party giving prompt written notice to the other party
of any claim, demand or action for which indemnity is sought (an “Indemnified
Claim”); and (ii) the indemnified party fully cooperating in the defense or
settlement of any Indemnified Claim at the expense of the indemnifying
party.  The indemnifying party shall have
sole control over the defense of any Indemnified Claim, provided that the
indemnifying party shall obtain the prior written consent of the indemnified
party to any settlement thereof.


6.                                       TERM AND TERMINATION


a.                                       Except as otherwise provided in Section 6(b)
or 6(c), the term of this Agreement shall commence on the date first set forth
above for a term of two (2) years (the “Initial Term”) and may be renewed for
successive terms of one year each by agreement of the parties (each such
one-year term, a “Renewal Term”).  During
any Renewal Term, this Agreement may be terminated by either party upon at
least ninety (90) days’ prior written notice to the other.  This Agreement may be terminated at any time
by mutual consent of the parties.


b.                                      This Agreement may be terminated at any time
by either party upon written notice of termination for Default by the other
party.  A party shall be deemed to be in “Default”
of this Agreement if:


(i)                                     such party has breached or otherwise failed
to observe a material obligation imposed upon such party by this Agreement, and
such breach is irremediable or has continued 



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unremedied
for a period of at least thirty (30) days following the other party’s written
notice to such party that such breach or failure occurred; or


(ii)                                  such party shall commit an act of “Bankruptcy”,
which for the purposes of this Section 6(b), shall mean (A) the entry of a
decree or order for relief of such party by a court of competent jurisdiction
in any involuntary case involving such party under any bankruptcy, insolvency,
or other similar law now or hereafter in effect; (B) the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator, or other
similar agent for such party or for any substantial part of such party’s assets
or property; (C) the filing with respect to such party of a petition in any
such involuntary bankruptcy case, which petition remains undismissed for a
period of ninety (90) days or which is dismissed or suspended  pursuant to Section 305 of the Federal
Bankruptcy Code (or any corresponding provision of any future United States
bankruptcy law or any applicable non-U.S. bankruptcy law); (D) the commencement
by such party of a voluntary case under any bankruptcy, insolvency, or other
similar law now or hereafter in effect; (E) the making by such party of any
general assignment for the benefit of creditors; or (F) the written admission
of such party of its inability generally to pay its debts as such debts become
due.


c.                                       LPL shall have the right to terminate this
Agreement if (i) GPA Group shall have failed to pay when due any payment or
other amount due hereunder within sixty (60) days of the due date thereof (a “Late
Payment”), (ii) LPL shall have provided GPA Group with written notice of such
Late Payment delivered in accordance with Section 8d hereof (a “Late Payment
Notice”) and (iii) GPA Group shall have failed to pay the overdue amounts with
respect to such Late Payment within fifteen (15) days of its receipt of the
Late Payment Notice.


d.                                      Upon termination of
this Agreement for any reason (i) LPL shall return all Proprietary and
Confidential GPA Group Information in the possession of LPL or any of its
subcontractors to GPA Group, or, at GPA Group’s option, destroy all such Proprietary
and Confidential GPA Group Information, including all copies or partial copies
thereof; and (ii) GPA Group shall return all Proprietary and Confidential LPL
Information in its possession to LPL, or, at LPL’s option, destroy such
Proprietary and Confidential LPL Information, including all copies or partial
copies thereof.



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e.                                       The parties’ respective rights and
obligations under Sections 3 through 8 shall survive the termination or
expiration of this Agreement.


7.                                       DISCLAIMER; LIMITATION OF LIABILITY


a.                                       EXCEPT AS EXPRESSLY SET FORTH HEREIN, LPL
MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR GUARANTEES RELATING
TO THE SERVICES OR THE QUALITY OR RESULTS OF THE SERVICES.


b.                                      LPL SHALL NOT BE LIABLE TO GPA GROUP FOR THE
CONSEQUENCES OF ANY FAILURE OR DELAY TO PERFORM ANY OF LPL’S OBLIGATIONS UNDER
THIS AGREEMENT, OTHER THAN FOR DAMAGES ARISING FROM LPL’S NEGLIGENCE OR WILLFUL
OR RECKLESS MISCONDUCT.


c.                                       EXCEPT WITH RESPECT TO MATTERS COVERED BY
SECTIONS 4 AND 5, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON,
INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION
OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT,
TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF THE OTHER
PARTY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.


d.                                      ALL REMEDIES, INCLUDING WITHOUT LIMITATION
THE TERMINATION OF THIS AGREEMENT AND ALL OF THE REMEDIES PROVIDED BY LAW (AND
NOT EXPRESSLY EXCLUDED PURSUANT TO THIS SECTION 7), SHALL BE DEEMED CUMULATIVE
AND NOT EXCLUSIVE.


8.                                       MISCELLANEOUS


a.                                       Force Majeure.  Each
party is excused from performance of this Agreement and shall not be liable for
any delay in whole or in part caused by the occurrence of any contingency
beyond the reasonable control of such party. 
These contingencies include, without limitation, war, sabotage,
insurrection, riot or other act of civil disobedience, act of public enemy,
failure or delay in transportation, act of government or any agency or
subdivision thereof affecting the terms of this Agreement or otherwise,
judicial action, labor dispute, accident, fire, explosion, flood, severe
weather or other act of God, shortage of labor, or hardware failure.  Notwithstanding the foregoing, GPA Group
shall not be relieved of its payment obligations to LPL in the event of a force
majeure occurrence.



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b.                                      Governing Law and Forum Selection.  This
Agreement, the rights and obligations of the parties hereto, and any claims or
disputes relating thereto, shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts, excluding the Convention on
Contracts for the International Sale of Goods and that body of law known as
conflicts of laws.  The state and federal
courts located in the Commonwealth of Massachusetts shall have exclusive
jurisdiction over any dispute arising from or in connection with this
Agreement.  Each party hereby consents to
the personal jurisdiction of any federal or state court in the Commonwealth of
Massachusetts in any such dispute arising from or relating to this Agreement.


c.                                       Assignment; Subcontracting.  This Agreement and the rights and obligations
hereunder shall not be assigned or otherwise transferred by either party
without the prior consent of the other party. 
Notwithstanding the foregoing, LPL may assign this Agreement, or may
subcontract the performance of any portion thereof, to any subsidiary or
Affiliate without the consent of GPA Group, provided, however, in the event of
any such subcontract, LPL shall be liable for any failure on the part of the
subcontractor to perform any subcontracted obligations.


d.                                Notices.  All notices, demands,
requests, or other communications which may be or are required to be given,
served, or sent by any party to any other party pursuant to this Agreement
shall be in writing and shall be mailed by first-class, registered or certified
mail, return receipt requested, postage prepaid, or transmitted by hand
delivery (including delivery by courier), telegram or facsimile, addressed as
follows:


(i)                                     If to LPL:


Linsco/Private
Ledger Corp.


One
Beacon Street, 22nd Floor


Boston,
MA  02108


Attention:  President


Fax:   617/556-4199


with a copy (which shall not constitute
notice) to:


Linsco/Private
Ledger Corp.


One
Beacon Street, 22nd Floor


Boston,
MA  02108


Attention:  General Counsel


Fax:   617/556-2811



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(ii)                                  If to GPA Group:


GPA
Group, Inc.


c/o
SCS Financial


610
Lincoln Street


Waltham,
MA 02451


Attention:  Peter Mattoon


Fax: 781/290-4411


Each
party may designate by notice in writing a new address to which any notice,
demand, request or communication may thereafter be so given, served or
sent.  Each notice, demand, request, or
communication which shall be mailed, delivered or transmitted in the manner
described above shall be deemed sufficiently given, served, sent and received
for all purposes at such time as it is delivered to the addressee (with the
return receipt, the delivery receipt, the affidavit of messenger or, with
respect to a facsimile, the answer back, being deemed conclusive (but not
exclusive) evidence of such delivery) or at such time as delivery is refused by
the addressee upon presentation.


e.                                       Independent Contractors.  The
parties shall be deemed to have the status of independent contractors, and
nothing in this Agreement shall be deemed to place them in the relationship of
employer-employee, principal-agent, or partners or joint venturers.  Neither party shall, and shall have no authority
to, make any representations, claims or warranties on behalf of the other
party.


f.                                         Waiver.  Any waiver of any right or
default hereunder shall be effective only in the instance given and shall not
operate as or imply a waiver of any similar right or default on any subsequent
occasion.


g.                                      Severability.  No
determination by a court of competent jurisdiction that any term or provision
of this Agreement is invalid or otherwise unenforceable shall operate to
invalidate or render unenforceable any other term or provision of this
Agreement and all remaining provisions shall be enforced in accordance with
their terms.


h.                                      Exports.  GPA Group agrees that it will
not, directly or indirectly, export or re-export, or knowingly permit the
export or re-export of, the Services including without limitation any of
the Products, or any technical information about the Services or the Products,
to any country for which the United States Export Administration Act, any
regulation thereunder, or any similar United States law or regulation, requires
an export license or 



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other
United States Government approval, unless the appropriate export license or
approval has been obtained.


i.                                          Equitable Relief.  GPA
Group hereby acknowledges and agrees that LPL’s remedies at law for a breach by
GPA Group of its obligations under Section 4c shall be inadequate and GPA Group
shall, in the event of any such breach, be entitled to seek equitable relief
(including without limitation preliminary and permanent injunctive relief and
specific performance) in addition to all other remedies provided herein or
available at law.  LPL hereby
acknowledges and agrees that GPA Group’s remedies at law for a breach by LPL of
its obligations under Section 4d shall be inadequate and GPA Group shall, in
the event of any such breach, be entitled to seek equitable relief (including
without limitation preliminary and permanent injunctive relief and specific
performance) in addition to all other remedies provided herein or available at
law.


j.                                          Limitation on Actions. 
Notwithstanding any statute of limitations that would otherwise be
applicable, no action, regardless of form, arising out of this Agreement may be
brought by either party hereto more than one (1) year after the cause of action
arose.


k.                                       Benefit of this Agreement.  It
is the explicit intention of the parties hereto that Affiliates and certain
other persons in which GPA Group maintains an ownership interest, directly or
indirectly through one or more persons, shall be a third party beneficiary of
all the obligations of LPL hereunder. 
Such third party beneficiary shall be entitled to enforce such
obligations in it own name.


l.                                          Affiliate Defined.  For
purposes of this Agreement, the term “Affiliate” means, as to a party hereto,
any natural person or corporation or other entity which directly or indirectly
through one or more intermediaries, controls (i.e.,
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of an entity, whether through
ownership of voting securities, by contract or otherwise), is controlled by, or
is under common control with, such party.


m.                                    Entire Agreement.  This
Agreement constitutes the entire agreement between the parties pertaining to
the subject matter hereof and supersedes all prior and contemporaneous agreements,
negotiations and understandings, oral or written, concerning the 



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subject
matter, products, or services covered hereunder.  This Agreement may be modified only by an
instrument in writing duly executed by both parties.


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



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IN WITNESS WHEREOF, the
undersigned have caused this Agreement to be duly executed on their behalf as
of the date first written above.


 


	
  LINSCO/PRIVATE LEDGER CORP.

  	
   

  	
  GPA GROUP, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephanie Brown

  	
   

  	
  By:

  	
  /s/ Todd A. Robinson

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   Stephanie
  Brown

  	
   

  	
  Name:

  	
  Todd A. Robinson

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Managing Director, General Counsel

  	
   

  	
  Title:

  	
  Chief Executive Officer

  	
   

  
								




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Exhibit A


Description of Services


1.                                      Legal Services


Upon request from GPA Group, LPL shall provide the
following services:


a.                                       services of LPL’s legal counsel to
oversee and advise GPA Group with regard to legal and regulatory matters;


b.                                      services of LPL’s legal staff with respect to
banking, leasing and other lending agreement negotiation; and


c.                                       services of LPL’s legal staff with respect to
business planning, transactional due diligence and contract negotiation.


The foregoing services shall be provided in
accordance with timetables and processes which are mutually acceptable to LPL
and GPA Group and in accordance with applicable regulations and ethical
requirements.


2.                                      Accounting Services


Upon request from GPA Group, LPL shall provide the
following services:


a.                                       maintain books and records and perform
routine accounting functions associated therewith including maintaining the
general ledger, providing monthly financial statements including quarterly
financial data to GPA Group’s stockholders, GPA Group cash management and funds
disbursement, and bank account maintenance;


b.                                      payroll processing;


c.                                       prepare year-end financial statements and tax
filings for GPA Group, including its subsidiaries and affiliates, as reasonably
requested by GPA Group.



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The foregoing services shall be provided in
accordance with timetables and processes which are mutually acceptable to LPL
and GPA Group.


3.                                      Accounting Management
Services


Upon request from GPA Group, LPL shall
provide management services and supervise services in connection with Section
2, Accounting Services, and other business needs as requested.


4.                                      Human Resources


Upon request from GPA
Group, LPL shall provide the following services:


Assistance in hiring staff, maintaining personnel
procedures manuals, establishing and maintaining employee benefit plans and any
other Human Resource related needs as requested.


The foregoing services shall be provided in
accordance with timetables and processes which are mutually acceptable to LPL
and GPA Group.


5.                                      Corporate Development


Services associated with development of business
plans, business models, financial proposals, offering documents and assist with
consultations, and negotiation with GPA Group and third parties with regard to
business ventures.


6.                                      Executive Services


Upon request from GPA
Group, LPL’s senior management shall provide the following services:


a.                                       assistance in the development and
implementation of strategic business plans; and


b.                                      assistance in the management and direction of
corporate affairs.


The foregoing services shall be provided in
accordance with timetables and processes which are mutually acceptable to LPL
and GPA Group.



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7.                                      Research Services


a.                                       Model Portfolios


i.                                          Development of Strategic Asset Allocation
Framework.  In coordination with GPA’s research staff,
LPL will develop and update strategic asset allocation framework and will make
adjustments based on the current market environment as well as make
recommendations for model portfolios developed for customers.


ii.                                       Development of Current Recommended Asset
Class Exposures.  LPL will (i) develop current recommended
asset class exposures based upon the current market environment for the models,
(ii) will review asset class valuation and pricing and will recommend
weightings that favor asset classes that appear undervalued and (iii)
continuously monitor relative valuation levels and investment opportunities
across asset classes, and recommend shifting asset weightings to take advantage
of mispricing opportunities. 
Recommendations shall be monitored and updated as needed on a weekly
basis.  Absent unusual movements in the
capital markets, changes will be communicated to GPA and/or its designates on a
quarterly basis through printed and electronic media.


b.                                       Mutual Fund Research and
Selection


i.                                          LPL will assist with the selection and review
of mutual funds for distribution and sale to customers.  LPL will conduct in-depth, comprehensive
analysis to identify the most attractive mutual funds.  The selection process consists of four
stages: initial screening, quantitative analysis, qualitative analysis, and
review of recommended list.  The initial
screening will review, at a minimum, manager tenure, minimum net assets, and
fund expense rations.  Quantitative
analysis will review, at a minimum, three and five year performance, volatility
of year-to-year returns, adherence to style, portfolio diversification,
portfolio allocation, median market cap, and asset growth.  Qualitative analysis will review, at a
minimum, key personnel, compensation/incentive package, investment philosophy,
and investment process.  Review of
recommended list will, at a minimum, review periodically the listings of
recommended holdings.


c.                                       Research Reports


LPL will assist with
the development of performance reporting and mutual fund profiles, including
quarterly updates.



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d.                                       Client Conference Calls


LPL will assist with
periodic conference calls to disseminate performance updates.


e.                                       Client Meetings and
Training


LPL will assist with
periodic client meetings and training of personnel on a reasonably requested
basis.


f.                                         Marketing


LPL will assist with
providing Market Insight and Global Market Outlook literature, or similar
material.


g.                                      Equity Research


LPL will assist with providing research on equity
issues.


h.                                      Other Research Services


LPL may provide other research services as
reasonably requested and paid for by GPA.


The foregoing services shall be provided in
accordance with timetables and processes which are mutually agreeable to LPL
and GPA.



 20
 









Exhibit B


GPA Group shall pay to LPL the fee of $262,500.00 per year for the
initial Term of this Agreement.  Fees for
Services that are beyond the usual and customary Services that LPL has provided
in the past as set forth in Section 2(a) above shall be billed on an hourly or
pro-rata amount as follows:


1.               Staff Accounting Services (preparation of
books, records, translation, consolidation, facilitate audits, reporting,
taxes, and project management): 
$9,775/month


2.               Accounting Management Services (technical
accounting consultations, budget analysis, funding support, etc.): $125/hr


3.               Legal (consultations performed by an
attorney): $400/hr


4.               Legal and Compliance staff services (Legal or
Compliance research, or other paralegal services): $150/hr


5.               Research (services provided by Lincoln
Anderson and John Guthery): $100/hr


6.               HR (general HR services provided by Gina
Cannella and HR staff): $100/hr


7.               Executive (services provided by Executive
Vice Presidents and Managing Directors): 
$400/hr


8.               Costs and expenses shall be billed without
markup (e.g. audit fees, travel expense, etc).  



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