Exhibit 10.8


 


Morgan Stanley 


Private Wealth Management


14-81836


Account Number


Client Agreement


 


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


 


1.     Security interest and lien


All collateral which you
may at any time be carrying for the Undersigned or which may at any time be in
your possession or control for any purpose, including safekeeping, and any
proceeds and distributions there from, shall be subject to a general lien and a
continuing, first security interest for the discharge of all obligations and
liabilities of the Undersigned to you in connection with Account Number
14-81836 and 14-A045D; irrespective of whether or not you have made advances in
connection with such securities, commodities or other property, and
irrespective of the number of accounts the Undersigned may have with you, or
whether Morgan Stanley & Co. International Limited, Morgan Stanley Japan
Ltd., Morgan Stanley Asia Ltd., Morgan Stanley Trust Company, Morgan Stanley
GMBH, Morgan Stanley Bank Luxembourg, Morgan Stanley Market Products Inc.,
Morgan Stanley Capital Group Inc., Morgan Stanley Group Inc., Morgan Stanley
& Co. Incorporated and their officers, directors, agents and/or other
employees (also collectively referred to as the “Morgan Stanley Entities”)
holds such Collateral. You and the Undersigned each acknowledge and agree that
each Morgan Stanley Entity which holds Collateral holds such Collateral for itself and also as agent and
bailee for all other Morgan Stanley Entities which are secured parties under
any Contract in connection with Account Number 14-81836 and 14-A045D. You may,
at any time at your discretion and without prior notice to the Undersigned,
use, apply, or transfer any and all securities or other property
interchangeably between Morgan Stanley Entities in connection with Account
Number 14-81836 and 14-A045D other than from Regulated Commodity Accounts. In
the event of a breach or default under this agreement, you shall have all rights
and remedies available to a secured creditor under any applicable law in
addition to the rights and remedies provided herein. All collateral delivered
to you shall be free and clear of all prior liens, claims and encumbrances, and
the Undersigned will not cause or allow any of the collateral in your
possession or control, whether now owned or hereafter acquired, to be or become
subject to any liens, security interests, mortgages or encumbrances of any
nature other than the security interest created in your favor. The Undersigned
shall execute such documents and take such other action as you shall reasonably
request in order to perfect your rights with respect to any such collateral. Alternatively,
the Undersigned appoints you as the Undersigned’s attorney-in fact to act on
the Undersigned’s behalf to sign, seal, execute, file and deliver all
documents, and do all such acts as may be required, to perfect or realize upon all
rights in the securities or other property. 


 


2.     Rights of Morgan Stanley 


You
are hereby authorized, in your discretion, (a) upon the Undersigned’s death or
breach of this agreement, (b) upon a breach, repudiation, misrepresentation or
default (howsoever characterized) by the Undersigned under any securities
contracts, commodities contracts, forward contracts, repurchase agreements,
swap agreements, howsoever any such agreement may be evidenced, including
agreements confirmed in writing by only one party thereto (this agreement, and
all such contracts and transactions in connection with Account Number 14-81836 and
14-A045D, collectively “Contracts”), (c) upon the failure by the Undersigned to
give adequate assurance of due performance as set forth in Paragraph 8 hereof,
which shall constitute a material and additional breach, repudiation,
misrepresentation or default (howsoever characterized) under the terms of all
Contracts, to terminate, liquidate and accelerate any and all Contracts and to
exercise any right under any security relating to any Contract and any right to
net or set off payments which may arise under any Contract or other agreement
or under agreement or under applicable law, (d) upon the filing by or against
the Undersigned of a petition or other proceeding in bankruptcy, insolvency, or
for the appointment of a receiver, (e) upon the levy of an attachment against
any property or the accounts of the Undersigned, (f) upon the failure of the
Undersigned to fulfill or discharge any obligations relating to the purchase or
sale of securities or commodities, including but not limited to the failure to
make a payment on demand, or (g) should you for any reason whatsoever deem it
necessary or desirable for your protection, to cancel any outstanding orders for
the purchase or sale of any securities or other property, or to sell any or all
of the securities and commodities or other property which may be in your
possession or control (either individually or jointly with others), or to buy
in any securities, commodities or other property of which the account or
accounts of the Undersigned may be short. Such sale, purchase or cancellation
may be made on the exchange or other market where such business is then usually
transacted, or at public auction or private sale, without advertising the same
and without any notice of the time or place of sale to the Undersigned or to
the personal representatives of the Undersigned, all of which are expressly
waived, and you may purchase the whole or any part thereof free from any right
of redemption, and the Undersigned shall remain liable for any deficiency; it
being understood that a prior tender, demand or call of any kind from you, or
prior notice from you, of the time and place of such sale or purchase shall not
be considered a waiver of your right to sell or buy any securities and/or
commodities and/or other property held by you, or which the Undersigned may owe
to you, at any time as provided herein.


 


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


 





















 


3.     Adequate assurances 


If at any time you have reasonable grounds for
insecurity with respect to the Undersigned’s performance of any of its
Obligations, you may demand, and the Undersigned shall give, adequate assurance
of due performance by the Undersigned within 24 hours, or within any shorter
period of time you demand, that is reasonable under the circumstances. The
adequate assurance of performance that may be demanded by you may include, but
shall not be limited to, the delivery by the Undersigned to you of additional
property such as cash, securities, commodities and other property which may
from time to time be held or carried in Account Number 14-81836 and 14-A045D for the Undersigned, that is due to
the Undersigned in connection with Account Number 14-81836 and 14-A045D or that
is delivered to or in the possession or control or any of your agents in connection with Account Number
14-81836 and 14-A045D, and any proceeds thereof (“collateral”).


 


4.     Netting and set off rights of Morgan
Stanley 


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


 


5.     Currency conversion 


You shall have the right
to convert currencies in connection with the exercise of your rights hereunder
in such a manner as you may determine, in your sole discretion, to be commercially
reasonable. 


 


6.     Maintenance of collateral 


All securities,
commodities or other property, now or hereafter in your possession or control
in connection with Account Number 14-81836 and 14-A045D (either individually or
jointly with others), or deposited to secure the same in connection with
Account Number 14-81836 and 14-A045D, including proceeds and distributions
thereof, may from time to time and without notice to the Undersigned, be
carried in your general loans and may be pledged, repledged, hypothecated or
rehypothecated, separately or in common with other securities, commodities or
other property, for the sum due to you thereon or for a greater sum and without
retaining in your possession and control for delivery a like amount of similar
securities, commodities, or other property. 


 


7.     Short and long sales 


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


 


8.     Failure of delivery 


In
case of the sale of any security, commodity, or other property by you at the
direction of the Undersigned and your inability to deliver the same to the
purchaser by reason of failure of the Undersigned to supply you therewith, the
Undersigned authorizes you to borrow or purchase any such security, commodity,
or other property necessary to make delivery thereof. The Undersigned hereby
agrees to be responsible for any loss which you may sustain thereby and any
premiums which you may be required to pay thereon, and for any loss which you
may sustain by reason of your inability to borrow or purchase the security,
commodity, or other property sold to fulfill your delivery obligation. 


 


9.     Confirmations, statements,
and other communications 


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


 


10.  No obligation 


The
Undersigned agrees that you shall be under no obligation whatsoever to enter
into any Contract with the Undersigned. 


 


11.  Notices 


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


 


12.  Extraordinary events 


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


 


1





















 


be
liable to the Undersigned for any loss, liability, claim, damage or expense
resulting, either directly or indirectly, therefrom. 


 


13.  Liability for costs of
collection 


To
the extent permitted by the law of the State of New York, the Undersigned agrees
to pay you the reasonable costs and expenses of collection, including attorney's
fees, for any debit balance and any unpaid deficiency that it owes in the
Securities Account. 


 


14.  Applicable rules and
regulations 


All
transactions under this Agreement shall be subject to the rules and regulations
of all applicable federal, state and self-regulatory authorities including but
not limited to the Securities and Exchange Commission, all relevant securities
and commodities exchanges, the Municipal Securities Rulemaking Board, the
National Association of Securities Dealers, the Board of Governors of the
Federal Reserve System and the constitution, rules and customs of the exchange
or market (and its clearing house, if any) where executed. 


 


15.  Choice of dispute resolution 


ANY DISPUTE THE UNDERSIGNED MAY HAVE WITH YOU
ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THE UNDERSIGNED’S BUSINESS
AND ANY TRANSACTION OR CONTRACT BETWEEN THE PARTIES TO THIS AGREEMENT SHALL BE
DETERMINED BY ARBITRATION OR LITIGATION IN COURT AT THE ELECTION OF THE
UNDERSIGNED. REGARDLESS OF WHETHER THE UNDERSIGNED CHOOSES TO PROCEED BY
ARBITRATION OR LITIGATION, YOU AND THE UNDERSIGNED AGREE TO FOLLOW THE
PROCEDURES, AND ABIDE BY THE REQUIREMENTS, LISTED BELOW. 


•          Arbitration is final and
binding on the parties. 


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


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


•            The arbitrators’ award is not
required to include factual findings or legal reasoning and any party’s right
to appeal or to seek modification of rulings by the arbitrators is strictly
limited. 


•            The panel of arbitrators will typically include a
minority of arbitrators who were or are affiliated with the securities
industry. 


THE
UNDERSIGNED AGREES THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN THE
UNDERSIGNED AND YOU, INCLUDING BUT NOT LIMITED TO THOSE INVOLVING ANY
TRANSACTION OR THE CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS OR ANY OTHER
AGREEMENT BETWEEN THE PARTIES, WHETHER ENTERED INTO PRIOR, ON OR SUBSEQUENT TO
THE DATE HEREOF, SHALL BE DETERMINED BY ARBITRATION. ANY ARBITRATION UNDER THIS
AGREEMENT SHALL BE CONDUCTED ONLY BEFORE THE NEW YORK STOCK EXCHANGE, INC., THE
AMERICAN STOCK EXCHANGE, INC., OR AN ARBITRATION FACILITY PROVIDED BY ANY OTHER
EXCHANGE, THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., OR THE
MUNICIPAL SECURITIES RULEMAKING BOARD, AND IN ACCORDANCE WITH ITS ARBITRATION
RULES THEN IN FORCE. THE UNDERSIGNED MAY ELECT IN THE FIRST INSTANCE WHETHER
ARBITRATION SHALL BE CONDUCTED BEFORE THE NEW YORK STOCK EXCHANGE, INC., OTHER
EXCHANGES, THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., OR THE
MUNICIPAL SECURITIES RULEMAKING BOARD, BUT IF THE UNDERSIGNED FAILS TO MAKE
SUCH ELECTION, BY REGISTERED LETTER OR TELEGRAM ADDRESSED TO YOU AT THE OFFICE
WHERE THE UNDERSIGNED MAINTAINS ITS ACCOUNT, BEFORE THE EXPIRATION OF FIVE DAYS
AFTER RECEIPT OF A WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION, THEN YOU MAY
MAKE SUCH ELECTION. JUDGMENT UPON THE AWARD OF THE ARBITRATORS MAY BE ENTERED
IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. 


 


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


 


I.    the class certification is denied;


 


II.   the class is decertified; or


 


III.  the Undersigned is excluded from the class by
the court. 


 


Such
forbearance to enforce an agreement to arbitrate shall not constitute a waiver
of any rights under this Agreement except to the extent stated herein. 


 


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


 


16.  Applicable law; Enforceability 


THIS AGREEMENT, ITS
ENFORCEMENT, ANY CONTRACT AND ANY DISPUTE BETWEEN THE PARTIES, WHETHER ARISING
OUT OF OR RELATING TO THE UNDERSIGNED’S ACCOUNTS OR OTHERWISE, SHALL BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAW
RULES; and its provisions shall be continuous, shall cover individually and
collectively all accounts which the Undersigned may open or reopen with you,
and shall inure to the benefit of the Undersigned’s present organization and
any successor organization, irrespective of any change or changes at any time
in the personnel thereof, for any cause whatsoever, and of the assigns of the
Undersigned’s present organization or any successor organization, and shall be
binding upon the 


 


2





















 


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


 


17.  Representations 


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


 










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


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


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


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


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


 


18.  Severability 


If
any provision of this Agreement is held to be invalid, illegal, void or
unenforceable, by reason of any law, rule, administrative order or judicial
decision, such determination will not affect the validity of the remaining
provisions of this Agreement. 


 


19.  IMPORTANT INFORMATION ABOUT PROCEDURES FOR
OPENING A NEW ACCOUNT OR ESTABLISHING A NEW CUSTOMER RELATIONSHIP 


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


 


What this means: When
entering into a new customer relationship with Morgan Stanley, the Firm will
ask for your name, address, date of birth (as applicable), and other
identification information. This information will be used to verify your
identity. As appropriate, the Firm may, in its discretion, ask for additional
documentation or information. If all required documentation or information is
not provided, Morgan Stanley may be unable to open an account or establish a
relationship with you. 


 


20.  Headings 


The heading of each
provision of this Agreement is for descriptive purposes only and shall not be
deemed to modify or qualify any of the rights or obligations set forth in each
such provision. 


 


By signing below, I
acknowledge: 


 


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


 


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


 


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


 


	
   

  /s/ Bruce R. Wright

  
	
  Signature (Primary
  Account Holder)

  
	
   

  Chief Financial Officer

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

  
	
   

  December 16, 2004

  
	
  Date

  
	
   

   

  
	
  Signature (Secondary
  Account Holder, if Joint Account)

  
	
   

   

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

  
	
   

   

  
	
  Date

  



 


3





















 


Morgan
Stanley 


Private
Wealth Management


14-81836


Account Number


Margin Agreement


 


In
consideration of your accepting one or more accounts of the undersigned (whether
designated by name, number or otherwise), your agreeing to act as broker for
the undersigned’s purchase or sale of securities or commodities, or your
entering into any contract with the undersigned from time to time, including,
without limitation, securities contracts, commodity contracts, forward
contracts, repurchase agreements, or swap agreements, howsoever any such
agreement may be evidenced, including agreements confirmed in writing by only one
party thereto (this agreement, and all such contracts and transactions,
collectively “Contracts”), the undersigned agrees to the following with respect
to Account Number
14-81836 and 14-A045D for extensions of credit, the purchase and
sale of securities, options, and other property, or any transaction between
you and the undersigned
in connection with Account Number 14-81836 and 14-A045D, and for the
purpose of granting you rights of netting and set off and of foreclosure on
cash, securities, commodities and other property which may from time to time be
held or carried in Account
Number 14-81836 and 14-A045D for the undersigned, that is due to the
undersigned in connection with Account Number 14-81836 and 14-A045D, or that is
delivered to or in the possession or control of you or any of your agents in connection with Account Number
14-81836 and 14-A045D, and any proceeds thereof (“Collateral”). For
purposes of this agreement, “you” and “your” refer to Morgan Stanley & Co.
Incorporated, Morgan Stanley & Co. International Limited, Morgan
Stanley Japan Ltd., Morgan Stanley Asia Ltd., Morgan Stanley Trust Company,
Morgan Stanley GMBH, Morgan Stanley Bank Luxembourg, Morgan Stanley Market
Products Inc., Morgan Stanley Capital Group Inc., Morgan Stanley Group Inc.,
and any of their subsidiaries, parents, affiliates, divisions, officers,
directors, agents and/or employees (also collectively referred to as “Morgan
Stanley” and the “Morgan Stanley Entities").


 


1.     Applicable rules and regulations 


All
transactions under this agreement shall be subject to the rules and regulations
of all applicable federal, state and self-regulatory authorities including but
not limited to the Securities and Exchange Commission, all relevant securities
and commodity exchanges, the Municipal Securities Rulemaking Board, the
National Association of Securities Dealers, the Board of Governors of the
Federal Reserve System and the constitution, rules and customs of the exchange
or market (and its clearinghouse, if any) where executed.


 


2.     Security interest and lien


All
collateral which you may at any time be carrying for the undersigned or which
may at any time be in your possession or control for any purpose, including
safekeeping, and any proceeds and distributions therefrom, shall be subject to
a general lien and a continuing first security interest for the discharge of
all Obligations and liabilities of the undersigned to you in connection with
Account Number 14-81836 and 14-A045D, irrespective of whether or not you have
made advances in connection with such Collateral, and irrespective of the
number of accounts the undersigned may have with you, or which Morgan Stanley
Entity holds such Collateral. For purposes of this agreement, “Obligations”
shall mean any and all obligations of a party arising at any time and from time
to time, whether or not mature or contingent, related to the purchase or sale
of securities or other property, or under or in connection with any and all
Contracts, including without limitation, payment and delivery obligations,
obligations relating to the extension of credit or to pay damages (including
cost of cover) and payment of legal and other expenses incurred in connection
with the enforcement of Contracts. You and the undersigned each acknowledge and
agree that each Morgan Stanley Entity which holds Collateral holds such
Collateral for itself and also as agent and bailee for all other Morgan Stanley
Entities which are secured parties under any Contract in connection with Account Number 14-81836
and 14-A045D. You may, at any time at your discretion and without prior notice
to the undersigned, use, apply, or transfer any and all Collateral
interchangeably between Morgan Stanley Entities in connection with Account
Number 14-81836 and 14-A045D other than from Regulated Commodity Accounts. In
the event of a breach or default under this or any other, agreement, you
shall have all rights and remedies available to a secured creditor under any
applicable law in addition to the rights and remedies provided herein. All Collateral
delivered to you shall be free and clear of all prior liens, claims and
encumbrances, and the undersigned will not cause or allow any of the Collateral
in your possession or control, whether now owned or hereafter acquired, to be or
become subject to any liens, security interests, mortgages or encumbrances of
any nature other than the security interest created in your favor. The
undersigned shall execute such documents and take such other action as you
shall reasonably request in order to perfect your rights with respect to any
such 


 


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


 





















 


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


 


3.     Rights of Morgan Stanley 


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


 


4.     Adequate assurances 


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


 


5.     Netting and set off rights of Morgan
Stanley 


You shall have the right,
at any time and from time to time, to set off any and all your Obligations
against any and all Obligations of the undersigned and to foreclose on any
Collateral for the purpose of satisfying any and all Obligations of the
undersigned. The undersigned agrees that the fulfillment of your Obligations is
contingent upon there being no breach, repudiation, misrepresentation or
default (howsoever characterized) by the undersigned which has occurred and is
continuing under any Contract. 


 


6.     Currency conversions 


You shall have the right
to convert currencies in connection with the exercise of your rights hereunder
in such a manner as you may determine, in your sole discretion, to be
commercially reasonable. 


 


7.     Maintenance of Undersigned’s collateral 


All securities,
commodities or other property, now or hereafter in your possession or control
in connection with Account Number 14-81836 and 14-A045D (either individually or
jointly with others), or deposited to secure the same in connection with
Account Number 14-81836 and 14-A045D, including proceeds and distributions
thereof, may from time to time and without notice to the undersigned, be
carried in your general loans and may be pledged, repledged, hypothecated or
re-hypothecated, separately or in common with other securities, commodities or
other property, for the sum due to you thereon or for a greater sum and without
retaining in your possession and control for delivery a like amount of similar
securities, commodities, or other property. 


 


8.     Short and long sales 


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


 


9.     Failure of delivery 


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


 


2





















 


sustain
by reason of your inability to borrow or purchase the security, commodity, or
other property sold to fulfill your delivery obligation. 


 


10.  Confirmations, statements,
and other communications 


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


 


11.  No obligations 


The
undersigned agrees that you shall be under no obligation whatsoever to enter
into any Contract with the undersigned. 


 


12.  Choice of dispute resolution 


ANY
DISPUTE THE UNDERSIGNED MAY HAVE WITH YOU ARISING OUT OF, RELATING TO OR IN
CONNECTION WITH YOUR BUSINESS, ANY TRANSACTION OR CONTRACT BETWEEN US OR THIS
AGREEMENT SHALL BE DETERMINED BY ARBITRATION OR LITIGATION IN COURT AT THE
ELECTION OF THE UNDERSIGNED. REGARDLESS OF WHETHER THE UNDERSIGNED CHOOSES TO
PROCEED BY ARBITRATION OR LITIGATION, THE UNDERSIGNED AND YOU AGREE TO FOLLOW
THE PROCEDURES, AND ABIDE BY THE REQUIREMENTS, LISTED IN PARAGRAPHS 13, 14, AND
17, BELOW. 


 


13.  Arbitration 


•          Arbitration is final and binding
on the parties. 


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


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


•          The arbitrators’ award is not
required to include factual findings or legal reasoning and any party’s right
to appeal or to seek modification of rulings by the arbitrators is strictly
limited. 


•          The panel of arbitrators will
typically include a minority of arbitrators who were or are affiliated with the
securities industry.


 


ANY
ARBITRATION SHALL BE CONDUCTED ONLY BEFORE THE NEW YORK STOCK EXCHANGE, INC.,
THE AMERICAN STOCK EXCHANGE, INC., THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS, INC., OR ANY OTHER SELF-REGULATORY ORGANIZATION OF WHICH YOU ARE A
MEMBER. THE UNDERSIGNED HAS THE RIGHT TO ELECT ONE OF THE FOREGOING
ORGANIZATIONS, BUT IF THE UNDERSIGNED FAILS TO MAKE SUCH ELECTION BY CERTIFIED
LETTER ADDRESSED TO YOU AT YOUR MAIN OFFICE BEFORE THE EXPIRATION OF TEN DAYS
AFTER RECEIPT OF A WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION THEN YOU MAY
MAKE SUCH ELECTION. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS CONSENT BY
YOU TO AN AWARD OF PUNITIVE DAMAGES. THE AWARD OF THE ARBITRATORS, OR THE
MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED MAY BE
ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. 


 


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


 


(I)     The class certification is denied;


(II)   The class is decertified; or


(III)  The customer is excluded
from the class by the court. 


 


Such forbearance to enforce an agreement to arbitrate shall not
constitute a waiver of such rights under this agreement except to the extent
stated herein. 


 


14.  Litigation in court 


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


 


15.  Modification and waiver 


The
undersigned agrees that you may modify the terms of this agreement at any time
upon prior written notice. If the modifications are unacceptable, the
undersigned agrees to notify you in writing within ten days of the transmittal
of


 


3





















 


such
written notice. You may then terminate the undersigned’s account, after which
the undersigned agrees to remain liable for all existing liabilities or
Obligations. The undersigned further agrees that all transactions and Contracts
entered into after such notification shall be subject to the modifications.
Under no circumstances may a modification be made by the undersigned without
your written consent. To the extent this agreement is inconsistent with any
other agreement between you and the undersigned, the provisions of this
agreement shall govern. Your failure to insist at any time upon compliance with
this agreement or with any of its terms, or any continued course of such
conduct on your part shall not constitute or be considered a waiver by you of
any of your rights. 


 


16.  Severability



If
any provision of this agreement is or becomes inconsistent with any applicable
present or future law, rule or regulation, that provision will be deemed
modified or, if necessary, rescinded in order to comply with the relevant law,
rule or regulation. All other provisions of this agreement will continue and
remain in provisions of this agreement will continue and remain in full force
and effect. To the extent that this agreement is not enforceable as to any
Contract, this agreement shall remain in full force and effect and be
enforceable in accordance with its terms as to all other Contracts. 


 


17.  Applicable law; Enforceability 


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


 


18.  Lending of securities 


Within
the limits of applicable law and regulation, until you receive written notice
of revocation from the undersigned, you are hereby authorized to lend, to
yourselves as brokers or to others, any securities held by you on margin in
your possession or control together with all attendant rights of ownership (including
the right to vote the securities). 


 


19.  Extraordinary events 


The
undersigned agrees that you will not be liable for any loss caused, directly or
indirectly, by government restrictions, exchange or market rulings, suspension
of trading, war (whether declared or undeclared), terrorist acts, insurrection,
riots, fires, flooding, strikes, failure of utility services, accidents, adverse weather or other
events of nature, including but not limited to earthquakes, hurricanes and
tornadoes, or other conditions beyond your control. In the event that any
communications network, data processing system, or computer system you use or
used by the undersigned, whether you own it or not, is rendered inoperable, you
will not be liable to the undersigned for any loss, liability, claim, damage or
expense resulting, either directly or indirectly, therefrom. 


 


20.  Limitation of liability 


You shall not be liable
in connection with the execution, clearing, handling, purchasing or selling of
securities, commodities or other property, or other action, except for gross
negligence or willful misconduct on your part. 


 


21.  Costs of collection 


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


 


22.  Representations and warranties 


The undersigned hereby
represents and warrants as of the date hereof, which representations and
warranties will be deemed repeated on each date on which a transaction or
Contract is effected for the undersigned’s account, that: 


 


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


 


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


 


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


 


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


 


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


 


f.      The execution, delivery and performance of each Contract either
have been or will be, prior to entering into each Contract, duly authorized by
all necessary corporate action and do not contravene any requirement of law or
any contractual restriction or agreement binding on or affecting the
undersigned or its assets;


 


4





















 


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



 


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



 


i.      It owns Collateral assigned and to be assigned to you under
each Contract, free and clear of any lien, claims, encumbrances and transfer
restrictions, and upon delivery of the Collateral to you or upon the filing of
appropriate financing statements, you will have, as security for the
Obligations of the undersigned, a perfected first priority security interest. No
further filings or recordings with any governmental body, agency or official
are necessary to create or perfect the security interest in the Collateral. 


 


23.  Acknowledgements 


The undersigned hereby
acknowledges that: 


 


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


 


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


 


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


 


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


 


	
   

  /s/ Bruce R. Wright

  
	
  Signature (Primary
  Account Holder)

  
	
   

   

  
	
  Signature (Secondary
  Account Holder, if Joint Account)

  
	
   

  December 16, 2004

  
	
  Date

  



 


5





















Morgan
Stanley 


Private
Wealth Management 


 


 


Credit Charge and Margin Information


 


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


 


Interest
charges and determination of debit balance 


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


 


Interest
rate 


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


 


	
  On actual daily net debit
  balances of 

  	
   

  	
  Percentage added to the Base Rate 

  	
   

  
	
  $0-$99,999.99

  	
   

  	
  2 1/2

  	
  %

  
	
  $100,000 and over

  	
   

  	
  1 3/4

  	
  %

  



 


Any change in our Base Rate will result in corresponding
change in the interest rate charged in your account, which change will be made
without notice to you. However, should we find it necessary to increase the
interest rate for any other reason, you will be given at least thirty days’
written notice prior to such change. The percentages added to our Base Rate may
be varied in individual situations at our discretion. Each affected customer
will receive prior notification thereof. 


 


What
your monthly statement will show 


Your monthly statement
will show all debit and credit entries for the period and the dates of such
entries, the opening and closing interest balances for the period, the
beginning and ending dates of the interest period(s), the annual rate(s) of
interest charged for each different annual rate, the actual debit balance upon
which interest is computed, and the total interest charged for any period
during which interest is charged. Your actual net debit balance includes
interest charged to your account from prior interest periods which you have not
paid. 


 


The
method of computing interest 


To compute daily interest,
use the formula: 


 


	
  Actual Daily Net Debit Balance x Daily Interest Rate

  	
   

  
	
  360

  	
   

  



 


Interest, which is
calculated daily and usually posted on the first business day of the following
month, is reflected in the monthly statement of account. You should retain the
previous monthly statement in order to verify the amount of interest payable on
your account. 


 


Mark to
the market 


Where the aggregate
market value of short positions increases, the balance in the short account
will be increased accordingly by crediting that account and debiting the margin
account. Such entries, which are processed periodically and commonly referred
to as “mark to the market,” affect the balance in the margin account which is
used for computing interest charges. Should the aggregate market value of the
short positions later decrease, we would mark the account to the market to
reflect the decrease. 


 


Other
charges 


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


 


6





















 


securities purchased in
either a cash or margin account by settlement date. 


 


Liens,
additional collateral and general policies 


On all securities which
this firm or any affiliate has or at any time may hold or carry for you (either
individually or jointly with others) or which may be deposited with us for any
purpose, including safe-keeping, we, as a pledgee, have a general lien for the
discharge of all your obligations to Morgan Stanley & Co. Incorporated (“Morgan
Stanley”), however arising, irrespective of the number of accounts you maintain
with Morgan Stanley or its affiliates. You will be required to deposit
collateral in accordance with the Rules and Regulations of the Federal Reserve
System, the New York Stock Exchange, Inc., or any other regulatory agency under
whose jurisdiction we fall. Morgan Stanley has established “house” margin
policies which generally require the maintenance of equity in your account
above that required by applicable rules. 


 


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


 


How to
compute interest 


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


 


Opening
Balance: $10,000


 


	
  From

  	
   

  	
  To

  	
   

  	
  Interest Balance

  	
   

  	
  Effective Rate

  	
   

  	
  Daily Interest

  	
   

  	
  Number of days

  	
   

  	
  Total Interest

  	
   

  
	
  7/1

  	
   

  	
  7/29

  	
   

  	
  $

  	
  10,000

  	
   

  	
  5.500

  	
  %

  	
  1.528

  	
   

  	
  29

  	
   

  	
  $

  	
  44.31

  	
   

  
	
  7/30

  	
   

  	
  7/30

  	
   

  	
  $

  	
  5,000 credit

  	
   

  	
  0.00

  	
  %

  	
  0.000

  	
   

  	
  1

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  7/31

  	
   

  	
  7/31

  	
   

  	
  $

  	
  100,000

  	
   

  	
  4.750

  	
  %

  	
  13.19

  	
   

  	
  1

  	
   

  	
  $

  	
  13.19

  	
   

  



 


Closing
Balance: $100,000


 


Total
credit interest for period: $0.00                                              Total debit interest for period: $57.50 


 


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


 


7





















 


Morgan
Stanley 


Private
Wealth Management 


 


 


Margin Disclosure Document


 


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


 










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


 


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


 


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


 


It
is important that you fully understand the risks involved in trading securities
on margin. These risks include, but are not limited to, the following: 


 


•          You can lose more funds than you
deposit in the margin account. 

A decline in the value of securities that are purchased on margin may
require you to provide additional funds to the Firm to avoid the forced sale of
those securities or other securities or assets in your account(s). 


•          The Firm can force the sale of
securities or other assets in your account(s). 

If the equity in your account falls below the maintenance margin
requirements or the Firm’s higher ‘house” requirements, the Firm can sell the
securities or other assets in any of your accounts held at the Firm to cover
the margin deficiency. You also will be responsible for any short fall in the
account after such a sale. 


•          The Firm can sell your securities
or other assets without contacting you. 

While Morgan Stanley may attempt to notify you of margin calls, we are
not required to do so. Furthermore, even if we contacted you and provided a
specific date by which you can meet a margin call, we can still take necessary
steps to protect our financial interests, including immediately selling the
securities without notice to you. 


•          You are not entitled to choose
which securities or other assets in your account(s) are liquidated or sold to
meet a margin call. 

Because the securities are collateral for the margin loan, the Firm has
the right to decide which securities to sell in order to protect its interests.



•          The Firm can increase its “house”
maintenance margin requirements at any time and is not required to provide you
advance written notice. 

These changes in Firm policy often take effect immediately and may
result in the issuance of a maintenance margin call. Your failure to satisfy
the call may require us to liquidate or sell securities in your account(s). 


•          You are not entitled to an
extension of time on a margin call. 

While an extension of time to meet margin requirements may be available to you
under certain conditions, you do not have a right to the extension. 


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


 





















 


Morgan
Stanley 


 


 


 


December 1, 2004 


 


 


 


Lee Adair 


Ultratech Inc. 


3050 Zanker Road 


San Jose, CA 95134-2126 


 


Re:          Ultratech
Inc Margin Account 


                Account
#81836 


 


Dear Lee: 


 


The following margin fee
will be charged to your new brokerage account: 


 


Federal Funds Open Rate + 100 basis
points 


 


 


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


 


Sincerely,


 


 


	
  /s/ Scott Waxman

  
	
  Scott Waxman

  
	
  Managing Director

  
	
  Morgan Stanley

  



 


 























	
   

  Private
  Wealth Management

  	
   

  555
  California Street

  
	
   

  	
  Suite
  2200

  
	
   

  	
  San
  Francisco, CA 94195

  






 


Morgan
Stanley 


 


 


 


December 23, 2004 


 


 


 


Ulltratech Inc. 


Attn: Doug Gips 


3050 Zanker Road 


San Jose, CA 95134 


 


Dear Doug:


 


Securities held in account
14-A045D that are consistent with Ultratech, Inc.’s Investment Policy dated
January 14, 2004 can be margined for up to seventy-five percent of its face
value. 


 


Please feel free to contact
me with any questions. 


 


Sincerely,


 


 


	
  /s/ Scott
  Waxman

  
	
  Scott
  Waxman

  
	
  Managing
  Director