Securities Deposit and Brokerage Account Agreement

SECURITIES DEPOSIT AND BROKERAGE ACCOUNT AGREEMENT

This Securities Deposit and Brokerage Account Agreement (the Agreement) is made effective as of between Broker Name: (Broker), and Account Holder Name: (Client).

1. Account Identification

Individual    Joint Tenancy    Trust / Fiduciary    Custodial    Margin Account    Cash Account

2. Client Information

3. Deposit of Securities; Schedule A

Client deposits and delivers to Broker, and Broker agrees to accept, the securities identified in Schedule A attached hereto and incorporated herein. Client warrants that each security deposited is owned free and clear of any lien, encumbrance, or adverse claim except as disclosed in Schedule A.

4. Custody, Possession and Use of Securities

Client authorizes Broker to hold securities in its name or in nominee name, to commingle Client's securities with those of other clients, and to carry, maintain and transfer the securities in accordance with Broker's customary practices. Broker may, without further notice, deposit securities with a clearing organization, sub-custodian, depository, or affiliate selected by Broker. Broker is authorized to effect borrowings, pledges, hypothecation or rehypothecation of deposited securities subject to applicable law and to the terms herein.

5. Margin, Loans and Pledge

If Client elects a margin account, Client grants Broker a security interest in and lien upon all securities and proceeds in the account to secure indebtedness and obligations to Broker. Broker may, at its option and without prior notice, sell securities, borrow against the account or otherwise liquidate positions in order to satisfy margin calls or other indebtedness. Client consents to terms of margin loan interest and to transfer of securities as collateral for such loans.

Margin elected: Yes    No

6. Corporate Actions, Dividends and Voting Rights

Broker shall exercise reasonable procedures with respect to corporate actions, dividends and payments. Cash distributions will be credited to Client's account. Broker may, in its discretion, forward proxies and corporate notices; however, Broker makes no representation that it will forward every notice or provide voting advice. Client retains ultimate responsibility for timely instructions regarding elections and elections not communicated may be deemed as not instructed.

7. Representations, Warranties and Covenants of Client

Client represents and warrants that: (a) Client has full power, authority and capacity to enter into this Agreement and to deposit the securities; (b) securities deposited are owned free of liens or third party claims except as expressly disclosed in Schedule A; (c) the facts and information supplied to Broker are true, correct and complete; and (d) Client will promptly notify Broker in writing of any change in the foregoing.

8. Fees, Charges and Setoff

Broker shall be entitled to charge customary fees for custody, transfers, corporate action processing, interest on debit balances, and other services as set forth in Broker's fee schedule. Broker may debit the account for such fees and exercise rights of setoff, including liquidation of positions, to satisfy any amounts owed by Client to Broker.

9. Default and Remedies

Upon default by Client (including but not limited to failure to pay margin calls, insolvency, appointment of a receiver or bankruptcy filing), Broker may, without further notice and without liability, sell, transfer or otherwise liquidate any or all securities in Client's account and apply the proceeds to satisfy obligations. Broker may pursue other remedies at law or equity. Client shall be liable for any deficiency plus reasonable expenses of collection including legal fees.

10. Indemnification; Limitation of Liability

Client shall indemnify and hold Broker harmless from any loss, claim, damage or expense (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, misrepresentations, failure to perform instructions, or failure to pay obligations. Except to the extent prohibited by law, Broker's liability for damages shall be limited to direct damages and shall not include consequential, incidental or punitive damages.

11. Notices and Communications

Notices to Broker shall be sent to Broker address provided below. Notices to Client shall be sent to Client address on file. Electronic communications may be used for account statements and notices unless Client advises Broker in writing otherwise. Broker's receipt of any notice shall be determined by Broker's records relating to delivery.

12. Governing Law; Arbitration

This Agreement shall be governed by the laws of the state indicated below without regard to conflict of laws principles. Any controversy or claim arising out of or relating to this Agreement shall be resolved by binding arbitration if required by Broker's customer agreement; otherwise disputes shall be litigated in the courts of the state indicated below.

13. Amendments; Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements. Broker may amend this Agreement upon written notice to Client provided such amendments are consistent with applicable law; Client's continued use of the account after notice shall constitute acceptance of the amendment.

14. Certifications and Client Acknowledgements

By signing below, Client certifies and acknowledges that Client has read and understands this Agreement, that the information provided to Broker is true and complete, that Client has authority to deposit the securities listed in Schedule A, and that Client has received and reviewed Broker's standard account disclosures where required by law.

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