Trade Suitability Agreement

TRADE SUITABILITY AGREEMENT

This Trade Suitability Agreement (the "Agreement") is entered into as of / / by and between Client Name: , Client Address: (hereinafter "Client"), and Broker Name: , Broker Address: (hereinafter "Broker"). Client and Broker are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Broker is duly authorized to provide advisory and trade execution services and maintains policies and procedures concerning the analysis of the suitability of investments and trades for its clients;

WHEREAS, Client maintains one or more brokerage or investment accounts for which Client desires Broker to provide suitability determinations and trade recommendations in accordance with the facts, financial circumstances and investment objectives disclosed by Client herein; and

WHEREAS, the Parties wish to set forth their respective rights and obligations concerning Client's investment profile, suitability determinations, disclosures, recordkeeping and trade authorization procedures.

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "Account" means each brokerage or advisory account identified by account number: opened by Client with Broker.

1.2 "Suitability Determination" means Broker's written or electronic determination, based on Client's disclosed profile, that a proposed investment or trade is reasonably suitable for Client.

2. CLIENT REPRESENTATIONS AND WARRANTIES

Client represents and warrants to Broker that, to the best of Client's knowledge, the information provided in Section 3 below and any accompanying documentation is true, accurate and complete and that Client will promptly notify Broker in writing of any material change to such information.

3. CLIENT SUITABILITY PROFILE

Account Information

Growth Income Speculation Capital Preservation

Conservative Moderate Aggressive

4. BROKER OBLIGATIONS AND SUITABILITY DETERMINATIONS

4.1 Broker will use commercially reasonable procedures to evaluate the suitability of any recommended transaction or investment for Client based upon the Client Suitability Profile set forth in Section 3. A Suitability Determination shall reflect Broker's professional judgment and reasonable reliance upon the accuracy of Client's representations.

4.2 Broker shall provide to Client, contemporaneously with or promptly after the recommendation, disclosure of material risks, costs, and any conflicts of interest known to Broker that are reasonably expected to materially affect the suitability of the recommendation.

5. CLIENT AUTHORIZATIONS AND ACKNOWLEDGMENTS

5.1 Client authorizes Broker to rely on this Agreement and the information provided by Client when making Suitability Determinations and executing trades on behalf of Client.

5.2 Client acknowledges that Broker's determination that a trade is suitable does not guarantee that such trade will be profitable or meet Client's objectives, and that all investments involve market and liquidity risks.

6. DISCLOSURES; CONFLICTS OF INTEREST; COMPENSATION

Broker discloses that it may receive commissions, mark-ups, or other compensation from executing principals, market makers, or product sponsors in connection with transactions. Broker shall disclose material conflicts and will use reasonable efforts to mitigate conflicts when making Suitability Determinations.

7. RECORDKEEPING AND REPORTING

Broker shall maintain records documenting the information relied upon for Suitability Determinations and provide trade confirmations and periodic statements to Client in accordance with Broker's standard procedures.

8. INDEMNIFICATION

Client agrees to indemnify, defend and hold Broker harmless from and against any and all losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of Client's breach of any representation, warranty or covenant in this Agreement or Client's provision of inaccurate information, except to the extent such loss is determined by final judgment to have resulted primarily from Broker's gross negligence or willful misconduct.

9. CONFIDENTIALITY

Each Party shall maintain the confidentiality of non-public information received from the other Party in connection with this Agreement, except as required by law, regulation, or judicial process or as necessary to effect the purposes of this Agreement.

10. TERMINATION

This Agreement may be terminated by either Party upon thirty (30) days' prior written notice to the other Party. Termination shall not affect liabilities or obligations that have accrued prior to termination or the provisions that by their nature survive termination.

11. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the following addresses (or to such other address as a Party may specify in writing):

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. Failure by either Party to enforce any provision shall not constitute a waiver of that provision or the right to enforce it later. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

14. ENTIRE AGREEMENT

This Agreement, together with any schedules and disclosures delivered hereunder, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the original intent of the Parties.

16. CERTIFICATIONS

Client certifies that the information provided in this Agreement is complete and accurate and acknowledges that Broker will rely on such information when making Suitability Determinations. Client agrees to promptly notify Broker in writing of any material change in Client's financial condition, investment objectives or risk tolerance.

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