Trading Authorization Agreement

TRADING AUTHORIZATION AGREEMENT

THIS TRADING AUTHORIZATION AGREEMENT (the "Agreement") is made effective as of by and between Client Name: with Address: (hereinafter "Client") and Authorized Trader Name: with Address: (hereinafter "Authorized Trader"). Client and Authorized Trader may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS

WHEREAS, Client maintains or will maintain one or more brokerage or custodial accounts identified below (the "Account") and desires to grant to Authorized Trader authority to effect transactions in such Account on the terms and subject to the limitations set forth in this Agreement;

WHEREAS, Authorized Trader represents that Authorized Trader is duly authorized and qualified to execute and effect trading transactions on behalf of Client and will do so in accordance with applicable law and the terms of this Agreement;

WHEREAS, the Parties desire to set forth their respective rights, duties and obligations with respect to the trading authorization granted herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. ACCOUNT IDENTIFICATION

2. GRANT OF AUTHORITY

Client hereby appoints and authorizes Authorized Trader, as Client's agent and attorney-in-fact, to place orders for the purchase, sale, exchange, conversion, redemption, and other disposition of securities and other financial instruments in the Account, and to take such other actions as are necessary or incidental to effecting such transactions (collectively, "Authorized Transactions"), subject to the terms and limitations set forth in this Agreement.

3. SCOPE AND LIMITATIONS

The authority granted herein includes the following categories of activity (check applicable boxes):

Buy and sell listed securities
Trade options contracts (exercise, write, buy-to-open, sell-to-close)
Margin borrowing and pledging of securities
Short sales and related borrow transactions
Fixed income and bond transactions
Futures, swaps, and other derivatives

Client authorizes the Authorized Trader to effect only those transactions that are consistent with the checked categories and with the following explicit restrictions and limits:

4. TERM; REVOCATION

This Agreement shall commence on the effective date first written above and shall remain in full force and effect until terminated by either Party upon written notice to the other Party in accordance with the Notices provision below. Termination shall not affect liabilities or obligations arising from transactions initiated prior to the effective date of termination.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full power and authority to enter into and perform its obligations under this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) the execution, delivery and performance of this Agreement will not violate any applicable law, rule or regulation or any agreement to which it is a party.

6. FEES, COMMISSIONS AND CHARGES

Client shall be responsible for all fees, commissions, interest, taxes, and other charges incurred as a result of Authorized Transactions. Any arrangement for payment of fees by Authorized Trader must be set forth in writing and signed by Client.

7. RECORDS; REPORTING

Authorized Trader shall maintain complete and accurate records of all Authorized Transactions and shall provide copies of such records to Client upon request. Client authorizes Authorized Trader to obtain from the Account custodian copies of confirmations and statements relating to transactions effected under this Agreement.

8. CONFIDENTIALITY

Each Party shall keep confidential all non-public information obtained from the other in connection with this Agreement and shall not disclose such information except as required by law or to perform under this Agreement. This obligation shall survive termination of this Agreement.

9. INDEMNIFICATION

Client agrees to indemnify, defend and hold harmless Authorized Trader and its affiliates, agents and employees from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or related to Authorized Transactions or Client's breach of this Agreement, except to the extent caused by Authorized Trader's gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or fraud, neither Party shall be liable to the other for incidental, consequential, punitive or special damages, even if advised of the possibility of such damages.

11. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as a Party designates by notice to the other Party in accordance with this Section. Notices shall be deemed given on the date received.

12. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right under this Agreement will operate as a waiver of that right unless set forth in a writing signed by the waiving Party.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to its conflict of laws principles.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings, agreements and representations. If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. ACKNOWLEDGMENT

By signing below, Client acknowledges that Client has read and understands this Agreement, accepts the risks inherent in trading and authorizes Authorized Trader to act on Client's behalf as set forth herein. Authorized Trader accepts the appointment and agrees to act in accordance with this Agreement.

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