EXHIBIT 10.15 FULLY DISCLOSED CLEARING AGREEMENT This Agreement, made this 31 day of July, 1997, between MORGAN STANLEY & CO. INCORPORATED (the "Clearing Broker") and EURO BROKERS MAXCOR INC. (the "Introducing Broker"), sets forth the terms and...

EXHIBIT 10.15
FULLY DISCLOSED CLEARING AGREEMENT

This Agreement, made this 31 day of July, 1997, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO.
INCORPORATED (the "Clearing Broker") and EURO BROKERS MAXCOR INC. (the
"Introducing Broker"), sets forth the terms and conditions under which the
Clearing Broker will provide execution and clearing services, as principal, on a
fully disclosed basis, for certain customer and proprietary accounts of the
Introducing Broker.

I. SERVICES TO BE PROVIDED BY THE CLEARING BROKER

A. SERVICES TO BE PROVIDED. Subject to the terms and conditions of this
Agreement and to the Securities Act of 1933, as amended (the "1933 Act"), the
Securities Exchange Act of 1934, as amended (the "1934 Act"), the Investment
Advisers Act of 1940, as amended, the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), the Government Securities Act of 1986, as amended,
or any rules or regulations under any of the foregoing, and to any other
applicable law, rule or regulation, federal, state or local, including the rules
of the Board of Governors of the Federal Reserve System, and to any applicable
constitution, by-law, rule, regulation, or stated policy or practice of any
securities exchange or association or other regulatory or self-regulatory body
or agency (collectively, the "Laws and Regulations"), the Clearing Broker will
provide the following services to the Introducing Broker with respect to the
securities and other investment instruments listed on Schedule A attached
hereto:

1. EXECUTION AND CLEARANCE. Subject to the terms and conditions hereof,
the Clearing Broker will execute and/or clear orders, on a fully disclosed
basis, that are transmitted by the Introducing Broker to the Clearing Broker for
such customers' or proprietary accounts of the Introducing Broker as have been
accepted by the Clearing Broker, pursuant to Article III. Section A.1 below.
These accounts are hereinafter referred to as the "Introduced Accounts" and the
beneficial owners thereof (except for Introduced Accounts that are proprietary
accounts of the Introducing Broker) are hereinafter referred to as the
"Customers." Unless otherwise mutually agreed to in writing, the Clearing Broker
will only execute and/or clear paired or "riskless" purchases and sales of
orders initiated by the Introducing Broker between an Introduced Account and the
Clearing Broker on the one hand, and the Clearing Broker and another Introduced
Account on the other, in accordance with the terms of this Agreement. The
Clearing Broker's obligation to clear a transaction for an Introduced Account as
principal is subject to the Clearing Broker having matched or affirmed the
transaction by telephone or through a recognized matching/comparison system
(e.g., Euroclear, Cedel, DTC, GSCC, or such other system agreed to by the
Clearing Broker from time to time) applicable to that transaction. The Clearing
Broker agrees to use its reasonable best efforts to match/confirm promptly all
orders for Qualifying Transactions (as such term is defined in the Principal
Letter attached hereto as Exhibit A) received, so that an unmatched trade report
is current and can be generated promptly on T+1. In addition, to permit timely
intraday monitoring of matching and comparison, the Clearing Broker agrees to
give the Introducing Broker access to live data through Euroclear and other
appropriate terminals installed by the Clearing Broker at the Introducing

Broker's place of business. Such terminals will reflect activity in sub-accounts
of the Clearing Broker's accounts at Euroclear and other clearing corporations
as are used for settling transactions under this Agreement. To the extent the
Clearing Broker provides the Introducing Broker with electronic order entry
devices to route orders to the New York Stock Exchange Inc. (the "NYSE"), the
Introducing Broker shall adopt written compliance procedures for entering orders
into such devices.

2. CONFIRMATIONS AND STATEMENTS.

i) The Clearing Broker will prepare and mail confirmations,
notices, and monthly statements (or quarterly statements if no
activity in any Introduced Account occurs during any quarter
covered by such statement) directly to every Introduced Account
on the Clearing Broker's forms for such purposes.

ii) The Introducing Broker shall provide to the Clearing Broker
information with respect to each transaction executed in an
Introduced Account so that the Clearing Broker can include
information required by Rule 10b-10 of the 1934 Act, as well as
information required by any other applicable Laws and
Regulations, on the confirmation it

generates. It is understood that such confirmations will reflect
that the transaction has been introduced to the Clearing Broker
through the Introducing Broker. The Introducing Broker
acknowledges that the data it provides for inclusion on such
confirmations, notices, and statements shall be accurate and
complete.

iii) Unless otherwise agreed, the Clearing Broker will supply the
Introducing Broker on each business day with copies of Customer
confirmations, margin activity statements, money lines, daily
fail reports, daily unmatched reports and daily commission
detail reports. Unless the Introducing Broker notifies the
Clearing Broker within a reasonable time (and for the purposes
hereof, other than the daily commission detail, a period of one
(1) business day after receipt of such information shall
generally be deemed to be a reasonable time) of mistakes or
discrepancies in the above-described reports and information,
the Clearing Broker shall be entitled to consider all such
information supplied to the Introducing Broker to be correct.

3. CASHIERING FUNCTIONS. The Clearing Broker will engage in all cashiering
functions for the Introduced Accounts, including the receipt, delivery, and
transfer of securities purchased, sold, borrowed, and loaned, the making and
receipt of payments therefor, the custody of securities and payments so
received, the handling of margin accounts, the receipt and distribution of
dividends and other distributions, the processing of exchange offers, rights
offerings, warrants, tender offers, and redemptions, and such other functions as
may be agreed upon by the parties; provided, however, that if mutually agreed to

by the Introducing Broker and the Clearing Broker, cashiering functions with
respect to receipt of cash and securities may be performed directly by the
Introducing Broker.

4. BOOKS AND RECORDS. The Clearing Broker will establish and maintain all
prescribed books and records of transactions executed or cleared through it that
are not specifically assigned to the Introducing Broker pursuant to the terms of
this Agreement, including a stock record, a daily record of required margin, and
other information required by applicable Laws and Regulations, including Rule
17a-3 under the 1934 Act, Rule 432(a) of the rules (the "Rules") of the Board of
Directors of the NYSE, or by the constitution, by-laws, rules, regulations, or
stated policies or practices of any other securities exchange (the "Standards"),
including but not limited to any national securities exchange registered under
the 1934 Act (a "National Securities Exchange").

5. LAWS AND REGULATIONS. To the extent the Clearing Broker is responsible
for compliance with any applicable Rules, Standards and Laws and Regulations and
has not under this Agreement delegated such responsibility to the Introducing
Broker, the Introducing Broker shall not be responsible for the Clearing
Broker's compliance with such Rules, Standards and Laws and Regulations.

B. SERVICES NOT TO BE PROVIDED. Unless otherwise agreed to in writing, the
Clearing Broker shall not provide to the Introducing Broker any services that
are not specifically set forth in this Agreement, including, but not limited to,
the following:

1. clearing, execution, accounting, bookkeeping or recordkeeping,
cashiering, or any other services with respect to commodities transactions,
including contracts for future delivery of commodities and options on such
contracts or on commodities, or any other transactions not involving securities
or other instruments listed on Schedule A hereto;

2. preparation of the Introducing Broker's payroll records, financial
statements or any analysis or review thereof or any recommendations relating
thereto;

3. preparation or issuance of checks in payment of the Introducing
Broker's expenses, other than expenses incurred by the Clearing Broker on behalf
of the Introducing Broker pursuant to this Agreement;

4. payment of commission, salaries, or other remuneration to the
Introducing Broker's employees;

5. preparation and filing of reports with the Securities and Exchange
Commission (the "SEC"), the NYSE, any state securities commission, any National
Securities Exchange, or other securities exchange, securities association, or
other regulatory or self-regulatory body or agency for which the Introducing
Broker or any Introduced Account is responsible; provided, however, that (a) the
Clearing Broker shall at the request of the Introducing Broker, promptly
cooperate in providing the Introducing Broker with any necessary information and

data contained in records kept by the Clearing Broker and not otherwise
available to the Introducing Broker for use in Introducing Broker's preparation
of such reports, and (b) the Introducing Broker shall be responsible for any
costs incurred by the Clearing Broker in connection with the preparation and
provision of such information if such request is non-routine and extraordinary.

6. verification of the address changes of any Introduced Account, unless
Clearing Broker fails to forward to the Introducing Broker any such address
change received directly by the Clearing Broker.

7. obtaining, verifying, and interpreting account information, and
ensuring that such information meets the requirements of Rule 405(1) of the
Rules, the Standards and any other Laws and Regulations;

8. maintaining records of personal and financial information concerning
any Introduced Account and orders received therefor, and maintaining all
documents and agreements executed by any Introduced Account that in each case
are required to be maintained by the Introducing Broker;

9. holding for safekeeping the securities of any Introduced Account
registered in the name of the Customer;

10. accepting deposits from the Introducing Broker in the form of cash;
or

11. verification of changes in the identity or address of any person
holding any power of attorney over any Introduced Account, unless the Clearing
Broker fails to forward to the Introducing Broker any such change received
directly by the Clearing Broker.

C. SERVICES LIMITED TO CLEARING FUNCTIONS. The Clearing Broker shall limit its
services pursuant to the terms of this Agreement to that of the
execution/clearing functions and related services expressly set forth herein and
the Introducing Broker shall not hold itself out as an agent of the Clearing
Broker or of any company affiliated or associated with the Clearing Broker.
Neither this Agreement nor any operation hereunder shall create a general or
limited partnership, association, joint venture, branch, or agency relationship
between the Introducing Broker and the Clearing Broker.

D. NO DUTY TO INVESTIGATE. The Clearing Broker will have no obligation to the
Introducing Broker to make any investigation into the facts surrounding any
transaction that it may have with the Introducing Broker on a principal or
agency basis or that the Introducing Broker may have with its Customers or other
persons, nor will the Clearing Broker be under any responsibility for compliance
by the Introducing Broker with any Rules, Standards, or Laws and Regulations
that may be applicable to the Introducing Broker with respect to any Introduced
Account.

E. SIPC. The Clearing Broker and the Introducing Broker hereby agree that for
the purposes of the financial responsibility rules and the Securities Investor
Protection Act, the Introduced Accounts shall be considered to be accounts of
the Clearing Broker and not the Introducing Broker. Nothing in this paragraph
shall otherwise change or affect the provisions of this Agreement that provide

that an Introduced Account is the Introducing Broker's account for any other
purpose or to negate the intent of any other section of this Agreement,
including but not limited to the delineation of responsibilities as set forth
elsewhere in this Agreement.

II. COLLATERAL ACCOUNT, CLEARING FEES, INTEREST CHARGES, AND COMMISSIONS

A. THE COLLATERAL ACCOUNT

1. To ensure the Introducing Broker's performance of its obligations under
this Agreement, including but not limited to the indemnification obligations
under Article VII hereof, the Introducing Broker shall, on or before the agreed
date of commencement of services under this Agreement, establish an account at
the Clearing Broker (the "Collateral Account"). The Collateral Account shall at
all times contain cash, securities issued or guaranteed as to principal and
interest by the government of the United States of America and having a maturity
of ten years or less, or a combination of both, having a loan value, as defined
by house requirements of the Clearing Broker, of $2,000,000, as adjusted from
time to time (the "Clearing Deposit"). The Collateral Account shall not be
deemed to be margin for any Introduced Account and shall not in any way
constitute an ownership interest in the Clearing Broker. The Clearing Broker
shall pay interest to the Introducing Broker on the cash held from time to time
in the Collateral Account at a rate listed on Schedule A hereto. The Clearing
Broker shall have the right, in its

reasonable discretion, to increase upon notice, the amount of the Clearing
Deposit to be maintained with the Clearing Broker by the Introducing Broker to
reflect materially changed conditions relating to the Introducing Broker or its
business or an unusually high number or value of unresolved errors with respect
to transactions forwarded by the Introducing Broker. Upon the cessation or
amelioration of such conditions, the Clearing Broker shall reinstate the
original, or reduce the, as the case may be, amount of the Clearing Deposit.
Cash or securities in the Collateral Account equal to the required Clearing
Deposit shall not be withdrawn by the Introducing Broker without the consent of
the Clearing Broker.

2. Unless otherwise mutually agreed, all transfers of funds by the
Introducing Broker to the Collateral Account shall be in immediately available
funds. All securities transferred by the Introducing Broker to the Collateral
Account (i) shall be in suitable form for transfer or shall be accompanied by
duly executed instruments of transfer or assignment in blank and such other
documentation as the party receiving possession may reasonably request, (ii)
shall be transferred on the book-entry system of a Federal Reserve Bank, or
(iii) shall be transferred by any other method acceptable to the Clearing
Broker. As used herein with respect to securities, "transfer" is intended to
have the same meaning as when used in Section 8-313 of the New York Uniform
Commercial Code.

B. CLEARING FEES/MINIMUM MONTHLY COMPENSATION/OFFSETS IN THE EVENT OF A
DEFAULT.

1. The Introducing Broker agrees to pay the Clearing Broker for its
services pursuant to this Agreement such amounts as are set forth in
Schedule A hereto. After the first year of service under this Agreement,
said compensation schedules may be changed by the Clearing Broker at any
time on sixty (60) days' prior written notice to the Introducing Broker or
from time to time as may be agreed to in writing by the Introducing Broker
and the Clearing Broker; provided, however, that with respect to the
Clearing Broker's charges for services in connection with the clearance of
securities transactions executed in local emerging markets, such charges
may be changed upon thirty (30) days' prior written notice during the first
year of services hereunder.

2. Commissions and/or spread revenue shall be credited with interest
daily at the rate listed in Schedule A attached hereto. The Clearing Broker
will remit to the Introducing Broker spread and/or commission revenue, and
any interest earned thereon, due the Introducing Broker on a weekly basis,
after deduction of the following:

i) all clearing and other charges, costs, or expenses due the
Clearing Broker in accordance with the terms of this Agreement;
and

ii) all amounts due the Clearing Broker by the Introducing Broker
arising from any losses, liabilities, or damages in accordance
with the terms of this Agreement. The Introducing Broker hereby
grants the Clearing Broker a security interest in all of the
assets of the Introducing Broker in the possession of the Clearing
Broker (including the Clearing Deposit and any after-acquired
property) as security for the repayment of all of the Introducing
Broker's obligations and liabilities under this Agreement to the
Clearing Broker.

3. In the event that the Introducing Broker defaults (as defined in
Article IX below), the Clearing Broker shall immediately offset any and all
liabilities, costs, or expenses due it from the Introducing Broker under this
Agreement against spread and/or commission revenue due the Introducing Broker or
the Clearing Deposit or, to the extent that the foregoing are insufficient, any
other assets of the Introducing Broker then in the possession of the Clearing
Broker.

4. The Clearing Broker agrees that its security rights under Sections 2
and 3 above shall apply with respect to the assets of the Introducing Broker
only.

5. Within thirty (30) days of the termination of this Agreement, the
Clearing Broker will (a) effect the payment and delivery to Introducing Firm of
the funds and/or securities in the Collateral Account, less any amounts the
Clearing Broker is entitled to offset under Section B.3 of this Article II;
provided, however, that the Clearing Broker may retain in the Collateral Account
such amount as it reasonably deems

appropriate for its protection from any claim or proceeding of any type then
threatened or pending, until the final determination thereof is made.

C. INTEREST CHARGES/OTHER CHARGES TO INTRODUCED ACCOUNTS.

1. As between the Introducing Broker and the Clearing Broker, interest
charged on debit balances in any Customer Introduced Account shall be
retained by the Clearing Broker and interest paid or credit given for
any credit balances that from time to time may be left on deposit in
Customers' Introduced Accounts with the Clearing Broker shall be at the
discretion of the Clearing Broker, and interest paid or credit given
for any credit balances that from time to time may be left on deposit
in the Introducing Broker's proprietary Introduced Accounts with the
Clearing Broker shall be credited at the rate listed on Schedule A
hereto, and shall be remitted to the Introducing Broker as reasonably
requested by the Introducing Broker.

2. The Introducing Broker and the Clearing Broker shall reasonably
cooperate with and assist each other in attempting to recover from any
Introduced Account carried by the Clearing Broker any loss or liability
incurred by the Clearing Broker or the Introducing Broker (including
those resulting from Article VII below) as a result of any default or
failure to perform (or other acts of omissions) by any Introduced
Account.

D. COMMISSIONS AND ▇▇▇▇-UPS. The Clearing Broker shall not exercise any
control or influence over the commissions, ▇▇▇▇-ups, or other charges or
expenses imposed by the Introducing Broker upon the Introduced Accounts. The
Clearing Broker shall charge each of the Introduced Accounts such commissions,
▇▇▇▇-ups, charges, and expenses as the Introducing Broker directs in writing;
provided, however, that such commissions, ▇▇▇▇-ups, charges, and expenses shall
be implemented (i) only to the extent they are within the usual and normal
capabilities of the Clearing Broker's dataprocessing and operations systems, and
(ii) to the extent of changes therein only after such reasonable time as the
Clearing Broker may reasonably deem necessary to avoid disruption of its normal
operating capabilities. Further, the Introducing Broker shall be responsible for
all costs, if any, associated with any modifications to the Clearing Broker's
systems and procedures which may be necessary to accommodate the Introducing
Broker if such request is non-routine and extraordinary in nature.

E. FEES NOT TO CONTRAVENE RULES. In no event shall the fees charged for the
services rendered pursuant to this Agreement be in contravention of the Rules,
Standards or Laws and Regulations. In the event that such fees are deemed by the
Clearing Broker to be in contravention of the Rules, Standards or Laws and
Regulations, they shall be replaced with fees mutually agreed upon by the
Clearing Broker and the Introducing Broker.

III. PROCEDURES FOR INTRODUCED ACCOUNTS

A. OPENING ACCOUNTS.

1. OPENING INTRODUCED ACCOUNTS. At the time of the opening of each

prospective Introduced Account, the Introducing Broker shall submit to the
Clearing Broker a completed new account form on such forms as the Clearing
Broker will supply to the Introducing Broker or the Introducing Broker
shall otherwise provide new account information to the Clearing Broker by
such process and/or in such format as may be mutually agreed. The Clearing
Broker shall promptly make such credit and other review of the prospective
Introduced Account as it deems necessary and promptly thereafter notify the
Introducing Broker of its acceptance (together with relevant account
numbers at the Clearing Broker for such Introduced Account) or
non-acceptance thereof (together with the reasons therefor).

2. CUSTOMER AGREEMENTS AND SUPPLEMENTARY DOCUMENTATION. The Clearing
Broker shall supply to the Introducing Broker any other additional or
supplementary documentation or information that the Clearing Broker may
reasonably request the Introducing Broker to obtain from the Customer,
including, but not limited to, a cash account agreement on a form approved
by the Clearing Broker ("Cash Account Agreement"), and all documents the
Clearing Broker sends directly to the Customer. At the time of the opening
of Introduced Accounts that are margin accounts, the Introducing Broker or
the Introduced Account shall furnish the Clearing Broker with executed
margin agreements on a form to be provided by

the Clearing Broker (the "Margin Agreement"). If any Introduced Account has
been opened without the Clearing Broker having previously received the
foregoing information or documents, failure of the Clearing Broker to
receive such information or documents, or the fact that the Clearing Broker
has notified the Introducing Broker of its acceptance of the Introduced
Account under Article III Section A.1. above, shall not be deemed to be a
waiver of the information or documentation requirements set forth herein.
With respect to each Introduced Account that is a proprietary account of
the Introducing Broker, an executed Margin Agreement shall be furnished to
the Clearing Broker, as applicable, and any such Margin Agreement, as
amended from time to time, is incorporated by reference herein. Upon the
reasonable request of the Clearing Broker, the Introducing Broker shall
furnish the Clearing Broker with any other additional or supplementary
documents and agreements executed by the Introduced Account on forms
supplied by the Clearing Broker that the Clearing Broker may require in
connection with the opening, operating or maintaining of Introduced
Accounts. The Clearing Broker may, at its option, mail Cash Account
Agreements, Margin Agreements or other documentation directly to the
Introduced Accounts upon notification by the Introducing Broker. The
Introducing Broker shall promptly provide the Clearing Broker with basic
data and copies of documents relating to each of the Introduced Accounts,
including, but not limited to, copies of records of any receipts of the
Introduced Accounts' funds or securities received directly by the
Introducing Broker, as shall be necessary for the Clearing Broker to
discharge its obligations hereunder.

3. PRINCIPAL LETTERS. With respect to each prospective Introduced Account
submitted by the Introducing Broker to the Clearing Broker, the Clearing

Broker shall, upon acceptance thereof as an Introduced Account, deliver to
such Introduced Account a principal letter (a "Principal Letter") either
(i) for those Customers who are dealers, in the form attached hereto as
Exhibit A, or (ii) for all other Customers, in the form attached hereto as
Exhibit B. The contents of the forms of Principal Letter are incorporated
herein by reference and may be amended from time to time by mutual
agreement of the Clearing Broker and the Introducing Broker. The Clearing
Broker shall forward to the Introducing Broker a copy of each Principal
Letter countersigned by a Customer.

4. FAILURE TO COMPLY WITH DOCUMENTATION REQUIREMENTS.

i) If the documents necessary to comply with the account
documentation requirements of applicable Rules, Standards, and
Laws and Regulations have not been received by the Clearing Broker
after prior request has been made therefor, the Clearing Broker
may give the Introducing Broker notification that no orders and/or
requests for disbursements will be accepted for the Introduced
Account involved. For purposes of this Section 4.i), such
non-acceptance shall become effective immediately if the Clearing
Broker reasonably believes that acceptance of any order and/or
request for disbursement would pose a regulatory, credit or
litigation risk to the Clearing Broker. In the absence of such
belief, the Introducing Broker shall be given 5 days' prior notice
of such non-acceptance. If orders are placed for such account
after immediate notice is given, or after the expiration of the 5
days' prior notice, as applicable, the Clearing Broker may reject
such orders, but if such orders are accepted, full commission
credit will be granted on such orders. This Agreement is not in
any way intended to limit the responsibility of the Clearing
Broker under the Rules, Standards, Laws and Regulations with
respect to Introduced Accounts. Further, acceptance of an order
after notification has been given shall not constitute a waiver of
the Clearing Broker's right to reject any subsequent order for
such Introduced Account if it fails to meet its account
documentation requirements.

ii) The Clearing Broker may treat transactions in any Introduced
Account as cash transactions until such time as the Clearing
Broker has received and accepted Margin Agreements, duly and
validly executed in respect of such Introduced Account.

5. AGENCY INTRODUCED ACCOUNTS. At the time of the opening of any agency
Introduced Account, the Introducing Broker shall furnish the Clearing
Broker with the name and address of any principal for whom the agent is
acting and written evidence of the agent's authority.

6. DILIGENCE AS TO ACCOUNTS. As between the Clearing Broker and the
Introducing Broker, the Introducing Broker shall be responsible for
compliance with Rule 405(3) of the Rules and any interpretations thereof

and all similar applicable Rules, Standards, or Laws and Regulations and
shall specifically approve the opening of any new account before forwarding
such account to the Clearing Broker as a potential Introduced Account.

7. CLEARING BROKER'S RIGHT TO REJECT/TERMINATE ACCOUNTS. The Clearing
Broker reserves the right to reject any account that the Introducing Broker
may tender to the Clearing Broker as a potential Introduced Account. The
Clearing Broker also reserves the right to terminate any account previously
accepted by it as an Introduced Account upon prior notice to the
Introducing Broker.

8. MINORS/OTHER PROHIBITED CUSTOMERS. As between the Clearing Broker and
the Introducing Broker, the Introducing Broker shall be responsible for
ensuring that its Customers shall not be minors or subject to those
prohibitions existing under the Rules, Standards, or Laws and Regulations
generally relating to the incapacity of any Introduced Account or any
conflict of interest relating to such Introduced Account.

B. COMPLIANCE WITH MARGIN REQUIREMENTS.

1. GENERALLY. With respect to Introduced Accounts that are margin
accounts, the Clearing Broker is responsible for compliance with Regulation
T, 12 C.F.R. Part 220, promulgated by the Board of Governors of the Federal
Reserve System (the "Board"), and any interpretive rulings issued by the
Board, and letter rulings of the Federal Reserve Bank of New York, Rules
and interpretations of the NYSE and any other applicable initial margin and
margin maintenance requirements of the Rules, Standards, or Laws and
Regulations. The Introducing Broker is responsible to the Clearing Broker
for the collection of margin required to support and maintain each
transaction for each Introduced Account in conformity with the above
initial margin and margin maintenance requirements, as well as house
initial margin and margin maintenance requirements. After such initial
margin on each transaction has been received, maintenance margin calls
shall be generated by the Clearing Broker and made by the Clearing Broker
or, at the Clearing Broker's option, by the Introducing Broker at the
instructions of the Clearing Broker. The Introducing Broker shall be
responsible for obtaining the amount due directly from the Introducing
Broker's Customer. Subject to the terms of the applicable Margin
Agreements, the Clearing Broker shall have the absolute right to modify, in
its sole discretion, the margin requirements for any Introduced Account or
any security position from time to time so that the Clearing Broker may
call for additional margin and shall have sole discretion as to the amount
of margin to be required of and maintained by Introduced Accounts.

2. INSUFFICIENT MARGIN PROVIDED BY AN INTRODUCED ACCOUNT. In the event
that satisfactory margin is not provided within the time specified by the
Clearing Broker or securities sold are not delivered as required, subject
to the terms of the applicable Margin Agreements, the Clearing Broker may
take appropriate remedial action or direct the Introducing Broker to take
such action as the Clearing Broker deems appropriate, including but not
limited to the sale or purchase of securities for the Introduced Account.

C. DVP ACCOUNTS. The Introducing Broker agrees that all Customers of the
Introducing Broker who engage in delivery versus payment ("DVP") or receive

versus payment ("RVP") transactions (and their agents) will utilize the
facilities of a securities depository for the confirmation, acknowledgment, and
book entry settlement of all depository eligible transactions, subject to the
exceptions to Rule 387 of the Rules. The Introducing Broker will be responsible
for complying with the requirements of NYSE Rule 387 with respect to all DVP/RVP
transactions, except for delivery of confirmations.

D. DEPOSITS OF PAYMENTS AND SECURITIES. To facilitate the keeping of records
by the Clearing Broker, the Introducing Broker shall turn over promptly to the
Clearing Broker, and the Clearing Broker shall provide the Introducing Broker
with receipts for, any and all payments and securities that the Introducing
Broker receives from Customers. Concurrently with the delivery of such payments
or securities to the Introducing Broker, it shall furnish the Clearing Broker
with such information as may be relevant or necessary to enable the Clearing
Broker to record promptly and properly such payments and securities in the
respective Introduced Accounts.

E. OTC TRANSACTIONS. On all over-the-counter transactions for Introduced
Accounts, the Introducing Broker shall furnish the Clearing Broker with the
names of the respective purchasing and selling broker-dealers (except as
otherwise provided below), the names of the purchasing and selling Customers,
and the wholesale and retail purchase and sale prices. When the selection of the
contra broker in an over-the-counter transaction is left to the Clearing
Broker's discretion, the Clearing Broker will assume responsibility for any
failure to pay by the contra broker. When the Introducing Broker executes its
own over-the-counter order or designates the contra broker, in the event that
the over-the-counter contra broker fails to perform its part of the transaction,
the Introducing Broker will reimburse the Clearing Broker for any loss sustained
thereby. The Clearing Broker reserves the right at any time to limit the size of
transactions that the Clearing Broker will accept for clearance in these
circumstances. If, after the Introducing Broker has received notice of such
limitation, the Introducing Broker executes an order in excess of the limit
established by the Clearing Broker, the Clearing Broker shall have the right to
notify the other party and other dealer that it will not accept the transaction
for clearance and settlement.

F. PRINCIPAL TRANSACTIONS WITH OTHER BROKER-DEALERS/GUARANTEED TRANSACTIONS
WITH CUSTOMERS. The Introducing Broker understands and agrees that the character
of the Clearing Broker's status as the Introducing Broker's agent, as is
described in the Rule 382 Letter, and the Introducing Broker's responsibilities
and liabilities under this Agreement, including but not limited to the
indemnification provisions of Article VII, Section B, and the Introducing
Broker's responsibility for NYSE Rule 405 compliance, remain unchanged with
respect to any principal transaction. Accordingly, should an Introduced Account
fail to perform its settlement obligations with respect to any Qualifying
Transaction, then, notwithstanding the issuance of a Principal Letter, the
Introducing Broker shall remain liable to the Clearing Broker, in accordance
with the provisions of Article VII of this Agreement, for any resulting losses,
claims, damages, liabilities and expenses suffered by the Clearing Broker.

G. ORDERS/TRADING/SETTLEMENTS.

1. The Introducing Broker shall be solely and exclusively responsible for
approving all orders for the Introduced Accounts and for establishing
procedures to ensure that such approved orders are transmitted properly to
the Clearing Broker (or to interfaces established by the Clearing Broker)
for execution and clearance. The Clearing Broker reserves the right, in its
reasonable discretion, upon prior notice (and only with respect to orders
not yet received) to both the Introducing Broker and the Introduced
Account, to restrict trading in any Introduced Account, including the
Introducing Broker's proprietary or market making accounts, to liquidating
orders or cash transactions only, or to prohibit certain trading strategies
or trading of certain types of securities, or to reject any transaction
that is not a paired or "riskless" transaction. The Clearing Broker
reserves the right, in its reasonable discretion, to reject any order (i)
that the Introducing Broker may transmit to the Clearing Broker for
execution or clearance with respect to any account that has not been
approved as an Introduced Account, (ii) under the conditions described in
the Principal Letter, or (iii) where the Clearing Broker reasonably
suspects fraud or misconduct. The Clearing Broker will not accept orders
directly from Introduced Accounts.

2. All transactions heretofore had, if any, between the Introducing
Broker and the Clearing Broker with respect to orders given by or for the
Introduced Accounts and cleared through the Clearing Broker shall be
subject to the provisions of this Agreement.

3. Any settlements which involve bank drafts, draft charges, including
any interest expense, will be borne by the Introducing Broker unless
created pursuant to errors or omissions of the Clearing Broker.

H. DILIGENCE AS TO ACCOUNTS/CAPACITY AND AUTHORITY/DISCRETIONARY
ACCOUNTS/REGISTRATION.

1. As between the Clearing Broker and the Introducing Broker, the
Introducing Broker shall be responsible for the supervisory review of all
orders for the Introduced Accounts and shall ensure that any orders and
instructions given by it or any of its partners, officers or employees to
the Clearing Broker pursuant to the terms of this Agreement shall have been
properly authorized in advance.

2. As between the Clearing Broker and the Introducing Broker, the
Introducing Broker shall be responsible for making every reasonable effort
to ascertain the essential facts relative to any Introduced Account and any
order therefor, in compliance with Rule 405(1) of the Rules, including but
not otherwise limited to ascertaining the authority of all orders for
Introduced Accounts, and the genuineness of all certificates, papers, and
signatures provided by each Introduced Account. Any investment advice

furnished to an Introduced Account by the Introducing Broker or its
partners, officers or employees shall be the sole and exclusive
responsibility of the Introducing Broker.

3. As between the Clearing Broker and the Introducing Broker, the
Introducing Broker shall be responsible for review of all Introduced
Accounts and for compliance with any supervisory responsibility under Rule
405(2) of the Rules, including where applicable but not otherwise limited
to matters involving the investment objectives of the Introduced Accounts,
the suitability of the investments made by the Introduced Accounts, the
reasonable bases for recommendations made to Introduced Accounts, and the
frequency of trading in the Introduced Accounts, whether or not such
transactions are instituted by the Introducing Broker, its partners,
officers, employees or any registered investment adviser.

4. As between the Clearing Broker and the Introducing Broker, the
Introducing Broker shall be solely and exclusively responsible for the
handling and supervisory review of any Introduced Accounts over which the
Introducing Broker's partners, officers or employees have discretionary
authority, as required by Rule 408 of the Rules and any interpretations
thereof and any other applicable Rules, Standards or Laws and Regulations.
The Introducing Broker shall furnish the Clearing Broker with such
documentation with respect thereto as may be requested by the Clearing
Broker. The Introducing Broker hereby warrants that with regard to any
orders or instructions given by the Introducing Broker with respect to such
discretionary accounts, its partners, officers or employees shall have been
fully and properly authorized relative thereto and that the execution of
such orders in conformity therewith shall not be in violation of the Rules,
Standards or Laws and Regulations.

5. As between the Clearing Broker and the Introducing Broker, the
Introducing Broker shall be responsible for the handling and supervisory
review of any Introduced Account for an employee or officer of any member
organization, self-regulatory organization, bank, trust company, insurance
company, or other organization engaged in the securities business, and for
compliance with Rule 407 of the Rules and any interpretations thereof and
any other applicable Rules, Standards or Laws and Regulations. The
Introducing Broker shall furnish the Clearing Broker with such
documentation with respect thereto as may be reasonably requested by the
Clearing Broker.

6. The Introducing Broker shall be solely and exclusively responsible for
ensuring that it is authorized to do business in any jurisdiction in which
any Introduced Account resides or is domiciled.

I. DISCLOSURE DOCUMENT DELIVERY/PROSPECTUS DELIVERY.

1. The Introducing Broker shall be solely and exclusively responsible for
compliance with any and all disclosure document delivery requirements in
connection with Introduced Accounts that are option accounts and with any
principal training or registration requirements relating to options trading
in Introduced Accounts.

2. As between the Clearing Broker and the Introducing Broker, the

Introducing Broker shall be responsible for timely delivery of (or making
available to the Clearing Broker for timely delivery of) any prospectus
required pursuant to the prospectus delivery requirements of the 1933 Act.

J. SUPERVISORY PROCEDURES/TRAINING/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. The Introducing Broker and
the Clearing Broker shall each be responsible for the respective compliance by
each with any supervisory procedures, including those under Rule 342 of the
Rules, Section 27 of Article II of the Rules of Fair Practice of the NASD, and,
to the extent applicable, any other related provisions of the Rules, Standards,
Laws and Regulations, including but not otherwise limited to supervising the
activities and training of their respective registered representatives, as well
as all of their other respective employees in the performance of functions
specifically allocated to them pursuant to the terms of this Agreement.

K. OPTIONS TRADING. The Introducing Broker represents that before it commences
any trading in options for any Introduced Account, it will have a Senior
Registered Options Principal registered with either the American Stock Exchange,
Inc. or the National Association of Securities Dealers, Inc. (the "NASD").

L. TRANSACTIONS EXECUTED AWAY. In the event the Introducing Broker executes
orders away from the Clearing Broker, the Clearing Broker will use its best
efforts to clear the transaction within a reasonable period.

M. RESTRICTED, CONTROL AND SHELF REGISTERED SECURITIES. As between the
Clearing Broker and the Introducing Broker, the Introducing Broker shall be
responsible for compliance with any Rules, Standards, Laws and Regulations
concerning transfers of restricted or control securities in Introduced Accounts.
Securities delivered to the Clearing Broker on behalf of an Introduced Account
for delivery in respect of a sale shall not be in legended form; provided,
however, with respect to transactions the Introducing Broker may execute for
Qualified Institutional Buyers (as such term is defined in Rule 144A of the 1933
Act), the Introducing Broker may deliver Rule 144A securities. In addition, the
Clearing Broker may accept requests from the Introducing Broker for it to clear
other unregistered or legended securities by amending Schedule A hereto.

N. TRUTH IN LENDING. As between the Clearing Broker and the Introducing
Broker, the Introducing Broker shall be responsible for compliance with Rule
10b-16 under the 1934 Act; provided, however, that any document provided to
Customers by the Introducing Broker or its partners, officers or employees in
connection therewith shall be approved in writing by the Clearing Broker in
advance.

IV. INFORMATION TO BE PROVIDED BY THE INTRODUCING BROKER

A. FINANCIAL INFORMATION/FORM BD/FILINGS WITH OTHER REGULATORY BODIES.

1. The Introducing Broker shall provide the Clearing Broker with copies of
the Introducing Broker's annual audited financial statements as well as
copies of all financial information and reports filed by the Introducing

Broker with the NYSE (if a member), the NASD, the SEC, and any other
National Securities Exchange (where a member) (including but not otherwise
limited to monthly and quarterly Financial and Operational Combined Uniform
Single Reports, i.e., "FOCUS" Reports) promptly after the filing therewith.

2. The Introducing Broker shall submit to the Clearing Broker as
reasonably requested by the Clearing Broker, additional information and
reports relating to the Introducing Broker's financial integrity, including
but not otherwise limited to information regarding the Introducing Broker's
aggregate indebtedness ratio and net capital.

3. The Introducing Broker shall provide the Clearing Broker with the Form
BD and any amendment or supplement to the Form BD of the Introducing
Broker, and, upon request, any information filed or on file with any
regulatory body or agency relating to the Introducing Broker or any of its
directors, officers and employees.

B. THREATENED OR PENDING ACTIONS OR INVESTIGATIONS/OTHER INFORMATION

1. The Introducing Broker shall provide the Clearing Broker, to the
extent it affects or could foreseeably affect in a materially adverse way
the Introducing Broker's business activities or financial condition
(including its ability to meet its net capital requirements), with notice
of any action, suit, investigation, inquiry, or proceeding currently
pending or subsequently commenced against the Introducing Broker, any of
its parent companies or subsidiaries, or any officer, director, general
securities principal, financial or operations principal, or employee, of
the Introducing Broker, or such parent companies or subsidiaries or their
respective property or assets, by or before any court or other tribunal,
any arbitrator, any governmental authority, or any self-regulatory
organization of which any of them is a member. The Introducing Broker will
notify the Clearing Broker promptly of the Introducing Broker's becoming
aware of the initiation of any such action, suit, investigation, inquiry,
or proceeding.

2. The Introducing Broker shall provide the Clearing Broker with all
appropriate data in its possession pertinent to the proper performance and
supervision of any function or responsibility specifically allocated to the
Clearing Broker pursuant to the terms of this Agreement. The Clearing
Broker shall be responsible for all costs incurred by the Introducing
Broker in connection with the preparation and provision of such
information, if such information is non-routine and extraordinary in
nature.

C. PARTICIPATION IN DISTRIBUTIONS. The Introducing Broker shall provide the
Clearing Broker with written notice of securities as to which the Introducing
Broker intends to participate in the distribution (whether as part of the
underwriting or selling group). The Clearing Broker shall have the right to
limit or prohibit the

Introducing Broker's distribution activities with regard to any security for
which clearing services are provided under the terms of this Agreement. Under no
circumstances may the Introducing Broker join a syndicate without the prior
written approval of the Clearing Broker.

V. INFORMATION TO BE PROVIDED BY THE CLEARING BROKER

The Clearing Broker shall provide the Introducing Broker with all appropriate
data in its possession pertinent to the proper performance and supervision of
any function or responsibility specifically allocated to the Introducing Broker
pursuant to the terms of this Agreement. The Introducing Broker shall be
responsible for all costs incurred by the Clearing Broker in connection with the
preparation and provision of such information, if such information is
non-routine and extraordinary in nature.

VI. COMMUNICATIONS WITH CUSTOMERS AND OTHERS

A. NYSE RULE 382.

1. The Clearing Broker, prior to or concurrently with the provision of
the Principal Letter, will notify the Introducing Broker's Customers in
writing as to the general nature of the services to be provided by the
Clearing Broker pursuant to this Agreement, the respective obligations of
the parties hereto, and any other Customer-related responsibilities of the
parties to this Agreement, which notification will comply with Rule 382 of
the Rules (the "Rule 382 Letter"). The Rule 382 Letter is attached to
Exhibit B of this Agreement.

2. The Clearing Broker shall inform the Introducing Broker's Customers
pursuant to such Rule 382 Letter that all inquiries and correspondence
should be directed to the Introducing Broker. In the event such
correspondence is not directed to the party who is responsible under the
terms of this Agreement for the area to which the correspondence relates,
the Introducing Broker or the Clearing Broker shall expeditiously forward
such correspondence to the appropriate party, which shall respond to it.

B. WRITTEN APPROVAL REQUIRED FOR REFERENCES TO THE CLEARING BROKER OR ITS
AFFILIATES. The Introducing Broker shall not, without the prior written approval
of the Clearing Broker, (i) place any advertisement in any newspaper,
publication, periodical or any other media, (ii) communicate with the general
public in any manner whatsoever, or (iii) communicate with any Customer in
writing, if such advertisement or communication in any manner makes reference to
the Clearing Broker or any affiliate of the Clearing Broker or to the clearing
arrangements and the services embodied in this Agreement, except to the extent
necessary to support the execution and/or clearance of transactions permitted
under this Agreement. Notwithstanding the foregoing, the Introducing Broker may
make such disclosures of this Agreement and references to the Clearing Broker
and the services provided to the Introducing Broker hereunder as it reasonably
believes are required by applicable Laws and Regulations or as necessary to
perform its obligations hereunder.

C. TERMINATION UPON MISREPRESENTATION OF CLEARING RELATIONSHIP AS BRANCH,
AFFILIATION OR AGENCY. Should the Introducing Broker in any way hold itself out
as, advertise or represent that it is the agent of, affiliated with, or a branch

of the Clearing Broker, the Clearing Broker shall have the power, at its option,
to terminate this Agreement and the Introducing Broker shall be liable for any
loss, liability, damage, cost or expense (including but not otherwise limited to
reasonable fees and expenses of legal counsel) sustained or incurred by the
Clearing Broker as a result of such advertisement or representation.
Notwithstanding the provisions of paragraph C of Article X below that any
dispute or controversy between the parties hereto relating to or arising out of
this Agreement shall be referred to and settled by arbitration, in connection
with any breach by the Introducing Broker of this paragraph, the Clearing Broker
may, at any time prior to the initial arbitration hearing pertaining to such
dispute or controversy, by application to 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 (the jurisdiction of which the Introducing Broker
hereby consents to), to seek such temporary or provisional relief or remedy
("provisional remedy") provided for by the laws of the United States of America
or the laws of the State of New York as would be available in an

action based upon such dispute or controversy in the absence of an agreement to
arbitrate. The parties hereto acknowledge and agree that it is their intention
to have any such application for a provisional remedy decided by the court to
which it is made and that such application shall not be referred to or settled
by arbitration. No such application to either said court for a provisional
remedy, nor any act or conduct by either party in furtherance of or in
opposition to such application, shall constitute a relinquishment or waiver of
any right to have the underlying dispute or controversy with respect to which
such application is made settled by arbitration in accordance with paragraph C
of Article X below.

VII. ERRORS, CONTROVERSIES AND INDEMNITIES

A. INDEMNIFICATION FROM CLEARING BROKER. The Clearing Broker hereby agrees to
indemnify, defend and hold harmless the Introducing Broker and each person, if
any, who controls the Introducing Broker within the meaning of Section 20 of the
1934 Act, from and against any and all losses, claims, damages, liabilities and
expenses, including reasonable attorney's fees and costs, as a result of the bad
faith, willful misconduct, negligence, or criminal acts or omissions on the part
of any of the Clearing Broker's directors, officers, employees, agents or
representatives with respect to the Clearing Broker's performance of this
Agreement.

B. INDEMNIFICATION FROM INTRODUCING BROKER. The Introducing Broker hereby
agrees to indemnify, defend and hold harmless the Clearing Broker and each
person, if any, who controls the Clearing Broker within the meaning of Section
20 of the 1934 Act from and against any and all losses, claims, damages,
liabilities and expenses, including reasonable attorney's fees and costs, as a
result of any material act or omission on the part of any of the Introducing
Broker's directors, officers, employees, agents or representatives with respect
to the Introducing Broker's performance of this Agreement.

C. NOTIFICATION REQUIREMENTS. In case any proceeding (including any

governmental investigation) shall be instituted involving any person in respect
of which indemnity may be sought pursuant to this Article VII, such person
(hereinafter called the indemnified party) shall promptly notify the person
against whom such indemnity may be sought (hereinafter called the indemnifying
party) in writing and the indemnifying party, upon request of the indemnified
party, shall retain counsel satisfactory to the indemnified party to represent
the indemnified party. It is understood that the indemnifying party shall not,
in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified
parties, and that all such fees and expenses shall be reimbursed as they are
incurred. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent (or the indemnifying party fails to respond to a request for its consent
within 30 days) or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes a
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding to the same extent as the indemnifying party
is released.

D. SURVIVAL OF INDEMNITY. The indemnification provisions in this Article VII,
and the indemnification provisions embodied within Article III, Section E
hereof, shall remain operative and in full force and effect, regardless of the
termination of this Agreement, and shall survive any such termination for a
period of 6 years; with respect to any action initiated prior to the end of the
6 year term, the indemnification provisions shall survive until such action is
finally determined (by adjudication, arbitration or settlement).

E. NO THIRD PARTY BENEFICIARIES. The only parties with rights and remedies
under or by reason of this Agreement are the Introducing Broker and the Clearing
Broker, and there are no intended third-party beneficiaries of this Agreement.
Without limiting the generality of the foregoing, in no event shall either party
be responsible to any person or each other for indirect damages arising out of
any of either party's actions or inactions, even if notified of the possibility
thereof.

VIII. ADDITIONAL REPRESENTATIONS AND WARRANTIES

A. THE INTRODUCING BROKER. The Introducing Broker represents, warrants,
and covenants as follows:

1. The Introducing Broker shall (a) maintain at all times a net
capital computed in accordance with Rule 15c3-1 of the 1934 Act of at least
$7,000,000 and (b) immediately notify the Clearing Broker when (i) its net
capital is less than the amount set forth in (a) above, (ii) its Aggregate

Indebtedness Ratio reaches or exceeds 10 to 1, or (iii) if the Introducing
Broker has elected to operate under paragraph (f) of rule 15c3-1, when its net
capital is less than 5% of aggregate debit items computed in accordance with
Rule 15c3-3. Notwithstanding the foregoing, should the Introducing Broker's net
capital at any time be less than the minimum set forth in (a) above, the
Introducing Broker will have ten (10) days within which to eliminate such
deficiency, provided that under no circumstances shall the Introducing Broker's
net capital fall below $5,000,000.

2. The Introducing Broker is a member in good standing of the NASD
and, if it is a member of the NYSE, is in good standing. The Introducing Broker
agrees to promptly notify the Clearing Broker of any additional exchange
memberships or affiliations. The Introducing Broker shall also comply with
whatever non-member access rules have been promulgated by any National
Securities Exchange or any other securities exchange of which it is not a
member.

3. The Introducing Broker is and during the term of this Agreement
will remain duly registered or licensed and in good standing as a broker-dealer
under all applicable Laws and Regulations.

4. The Introducing Broker has all the requisite authority in
conformity with all applicable Rules to enter into this Agreement and to retain
the services of the Clearing Broker in accordance with the terms hereof and has
taken all necessary action to authorize the execution of this Agreement and the
performance of the obligations hereunder.

5. The Introducing Broker is in compliance, and during the term of
this Agreement will remain in compliance with (i) the capital and financial
reporting requirements of every National Securities Exchange or other securities
exchange and/or securities association of which it is a member, (ii) the capital
requirements of the SEC, and (iii) the capital requirements of every state in
which it is licensed as a broker-dealer.

6. The Introducing Broker shall keep confidential any confidential
information the Introducing Broker may acquire as a result of this Agreement
regarding the business and affairs of the Clearing Broker except to the extent
required to be disclosed by applicable Laws and Regulations. This requirement
shall survive the life of this Agreement.

7. The Introducing Broker shall keep confidential the pricing terms
negotiated and agreed upon between the Introducing Broker and the Clearing
Broker from time to time, except to the extent required to be disclosed by
applicable Laws and Regulations. This requirement shall survive the life of this
Agreement.

8. All transactions introduced to the Clearing Broker by the
Introducing Broker on behalf of an Introduced Account are authorized by the
Introduced Account.

9. All orders or transactions introduced to the Clearing Broker by
the Introducing Broker for Introduced Accounts shall comply in all respects with
applicable Laws and Regulations and Rules and Standards; and, as between the
Clearing Broker and the Introducing Broker, the Introducing Broker shall be

responsible for (i) using due diligence to learn and on a continuing basis to
know the essential facts of each Customer, including verifying the address
changes communicated to it of each Customer, knowing all persons communicated to
it as holding power of attorney over any Introduced Account, being familiar with
each order requested by it to be executed and/or cleared in any Introduced
Account and at all times fully complying with Rule 405 of the New York Stock
Exchange, Inc., and any interpretations thereof, and all similar applicable
rules; (ii) selecting, investigating, training, and supervising all personnel of
the Introducing Broker who open, approve, or authorize transactions in the
Introduced Accounts; (iii) establishing written procedures for the conduct of
the Introduced Accounts and ongoing review of all transactions in Introduced
Accounts, and maintaining compliance and supervisory personnel adequate to
implement such procedures; (iv) determining the suitability of all transactions,
including option transactions; (v) ensuring that there is a reasonable basis for
all recommendations made to Customers; (vi) determining the

appropriateness of the frequency of trading in Introduced Accounts; (vii)
determining the authorization of each transaction in Introduced Accounts; and
(viii) obtaining and maintaining all documents necessary for the performance by
the Introducing Broker of its responsibilities under this Agreement and
retaining such documents in accordance with all applicable Laws, Rules, and
Regulations.

10. The Introducing Broker shall not generate and/or prepare and send
any statements, bills, or confirmations respecting transactions for any
Introduced Account that have been introduced to the Clearing Broker unless
expressly authorized to do so in writing by the Clearing Broker.

11. The Introducing Broker shall carry a $1,000,000 Securities Dealer
Blanket Bond insurance policy (with a $10,000 deductible) meeting requirements
as to form and type of coverage as the relevant regulatory agency (either the
NYSE or NASD) may prescribe in order to fully protect and indemnify the Clearing
Broker against any loss, liability, damage, cost, or expense (including but not
otherwise limited to fees and expenses of legal counsel) that the Clearing
Broker may suffer or incur, directly or indirectly, as a result of any act of
the Introducing Broker's employees, agents, or partners. The insurance policy
should cover, but is not limited to, the following items: employee fidelity,
premises, transit, forgery, securities, counterfeiting, facsimile signatures,
central handling of securities (if required by the Introducing Broker's
self-regulatory organization), computer systems, and loss payee and notification
(with the Clearing Broker designated as "joint loss payee").

12. The Introducing Broker has disclosed to the Clearing Broker every
action, suit, investigation, inquiry, or proceeding pending, as described in
Section IV.B. of this Agreement.

B. THE CLEARING BROKER. The Clearing Broker represents, warrants,
and covenants as follows:

1. The Clearing Broker is a member in good standing of the NASD and

the NYSE.

2. The Clearing Broker is and during the term of this Agreement will
remain duly licensed and in good standing as a broker-dealer under all
applicable Laws and Regulations.

3. The Clearing Broker has all the requisite authority, in conformity
with all applicable Rules, Standards, Laws and Regulations, to enter into and
perform this Agreement and has taken all necessary action to authorize the
execution of this Agreement and the performance of the obligations hereunder.

4. The Clearing Broker is in compliance, and during the term of this
Agreement will remain in compliance with (i) the capital and financial reporting
requirements of every National Securities Exchange and/or other securities
exchange or association of which it is a member, (ii) the capital requirements
of the SEC, and (iii) the capital requirements of every state in which it is
licensed as a broker-dealer.

5. The Clearing Broker represents and warrants that the names and
addresses of the customers of the Introducing Broker that have or may come to
its attention in connection with the clearing and related functions it has
assumed under this Agreement are and will be kept confidential and shall not be
utilized by the Clearing Broker except in connection with the functions
performed by the Clearing Broker pursuant to this Agreement. Notwithstanding the
foregoing, should an Introduced Account request, on an unsolicited basis, that
the Clearing Broker become its broker, acceptance of such Introduced Account by
the Clearing Broker shall in no way violate this representation and warranty,
nor result in a breach of this Agreement.

6. The Clearing Broker shall keep confidential any confidential
information it may acquire as a result of this Agreement regarding the business
and affairs of the Introducing Broker or of an Introduced Account, except to the
extent required to be disclosed by applicable Laws and Regulations. This
requirement shall survive the life of this Agreement.

7. The Clearing Broker will maintain customer documents provided to
it, as well as its books and records, in accordance with applicable Laws and
Regulations.

8. The Clearing Broker maintains adequate disaster recovery plans and
facilities.

9. The Clearing Broker shall keep confidential the pricing terms
negotiated and agreed upon between the Clearing Broker and the Introducing
Broker from time to time, except to the extent required to be disclosed by
applicable Laws and Regulations. This requirement shall survive the life of this
Agreement.

10. The execution and/or clearing of transactions for Introduced

Accounts by the Clearing Broker shall comply with all applicable Laws and
Regulations.

IX. TERMINATION

A. EVENTS OF DEFAULT. Notwithstanding any provision in this Agreement, the
following events or occurrences shall constitute an Event of Default under this
Agreement:

1. either party hereto shall fail to perform or observe any term,
covenant, or condition to be performed hereunder (including, but not limited to,
any representation, warranty, or covenant relating to net capital requirements)
and such failure shall continue to be unremedied for a period of ten (10) days
after receipt by the defaulting party of written notice from the non-defaulting
party specifying the failure and demanding that the same be remedied; or

2. any representation or warranty made by either party hereto shall
prove to be incorrect at any time in any material respect and such inaccuracy,
as determined solely by the non-defaulting party in its reasonable discretion,
either (i) is incapable of cure or (ii) continues uncured for a period of 24
hours, or such longer period as may be specified by the non-defaulting party,
after the non-defaulting party notifies the defaulting party of the inaccuracy
and demands a cure; or

3. a receiver, liquidator, or trustee of either party hereto or of
any material property held by either party, is appointed by court order and such
order remains in effect for more than 30 days; or either party is adjudicated
bankrupt or insolvent; or a substantial amount of property of either party is
sequestered by court order and such order remains in effect for more than 30
days; or a petition is filed against either party under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or hereafter in effect, and is
not dismissed within 30 days after such filings; or

4. either party hereto files a petition in voluntary bankruptcy or
seeks relief under any provision of any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in effect, or consents to the filing of
any petition against it under any such law; or

5. either party hereto makes an assignment for the benefit of its
creditors, or admits in writing its inability to pay its debts generally as they
become due, or consents to the appointment of a receiver, trustee or liquidator
of either party, or of any property held by either party; or

6. either party hereto is enjoined, disabled, suspended, prohibited,
or otherwise unable to engage in the securities business as a result of any
administrative or judicial proceeding or action by the SEC, any state securities
law administrator, any National Securities Exchange, or any self-regulatory
organization having jurisdiction over that party.

B. TERMINATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT. Upon the
occurrence of any such Event of Default, the nondefaulting party may, at its
option, by notice to the defaulting party declare that this Agreement shall be

thereby terminated and such termination shall be effective as of the date such
notice has been communicated to the defaulting party. If the Introducing Broker
defaults, the Clearing Broker shall have sole discretion to determine what
orders, if any, it shall accept for any Introduced Account, and shall in
addition to all rights it has under this Agreement, have all rights granted to
it under any Margin Agreement incorporated by reference herein. In such event,
the Clearing Broker shall be entitled, upon the consent of the Customer, to
accept instructions directly from the Customer.

C. TERMINATION FOR OTHER REASONS. This Agreement may be canceled by either
of the parties hereto upon one hundred and twenty (120) days' written notice,
with or without cause; provided, however, that this Agreement may be terminated
by the Clearing Broker (i) at any time if there is a change in control or
ownership of the Introducing Broker, or (ii) upon thirty (30) days' prior
written notice if there is a material change in the management of the
Introducing Broker such that, in the Clearing Broker's reasonable discretion, a
bona fide

question is raised as to the desirability of continuing the Clearing Agreement,
in each case without the prior written approval of the Clearing Broker.

D. SURVIVAL OF LIABILITIES. Termination of this agreement in any manner
will not release the Introducing Broker or the Clearing Broker from any
liability or responsibility to the other with respect to transactions effected
prior to the effective date of such termination, whether or not claims relating
to such transactions will have been made before or after such termination.

E. EARLY TERMINATION. In the event that the Introducing Broker terminates
this Agreement for any reason, other than the Clearing Broker's (i) imposition
of new fee schedules, (ii) raising of the Collateral Deposit, or (iii) failure
to perform its obligations hereunder, prior to two years following the date
hereof, the Introducing Broker shall pay to the Clearing Broker a termination
fee equal to the expenses incurred by the Clearing Broker in establishing
systems procedures and capacity for servicing the Introducing Broker and in
discontinuing this Agreement. The Clearing Broker shall provide the Introducing
Broker with a detailed statement and breakdown of any such termination fee. If
there is insufficient collateral in the Collateral Account to cover all or part
of the termination fee (in addition to any other liabilities of the Introducing
Broker to the Clearing Broker), said fee shall be paid within ten (10) days
after the Introducing Broker's receipt of a statement of the Clearing Broker
setting forth the expenses incurred by the Clearing Broker; provided, however,
such fee shall not exceed $100,000 if termination occurs on or prior to one year
from the date of this Agreement, and $50,000 if termination occurs after the
first year but prior to two years from the date of this Agreement.

X. MISCELLANEOUS

A. AGREEMENT SUPERSEDES PREVIOUS AGREEMENTS/MODIFICATIONS. This Agreement
supersedes any previous agreement and may be modified only by a writing signed
by both parties to this Agreement. Such modification shall not be deemed to be a

cancellation of this Agreement.

B. SUBMISSION OF AGREEMENT FOR APPROVAL. This Agreement shall be submitted
to and/or approved by any National Securities Exchange, or other regulatory and
self-regulatory bodies vested with the authority to review and/or approve this
Agreement or any amendment or modifications hereof. In the event of any such
disapproval, the parties hereto agree to bargain in good faith to achieve the
requisite approval.

C. ARBITRATION/LITIGATION. Any dispute or controversy between the
Introducing Broker and the Clearing Broker relating to or arising out of their
relationship or this Agreement shall be settled by arbitration in New York
before and under the rules of the Arbitration Department of the NYSE, unless the
transaction which gave rise to such dispute or controversy was effected in
another exchange or market which provides arbitration facilities, in which case
it shall be settled by arbitration under such facilities. In the event that
litigation proceedings in court or in arbitration are commenced by a Customer of
the Introducing Broker against one of the parties to this Agreement, the other
party to this Agreement, solely for purposes of its indemnification obligations
hereunder, hereby waives any procedural or jurisdictional defenses to the
assertion by such party of such claims in such forum.

D. ASSIGNABILITY. This Agreement shall be binding upon all successors,
assigns or transferees of both parties hereto, irrespective of any change with
regard to the name of or the personnel of the Introducing Broker or the Clearing
Broker. Any assignment of this Agreement shall be subject to the requisite
review and/or approval of any regulatory or self-regulatory agency or body whose
review and/or approval must be obtained prior to the effectiveness and validity
of such assignment. No assignment of this Agreement by either party shall be
valid unless the other party consents to such an assignment in writing;
provided, however, any assignment by the Clearing Broker to any subsidiary that
it may create or acquire or that is controlled directly or indirectly by the
Clearing Broker, or any affiliate that is controlled directly or indirectly by
the Clearing Broker's parent, will be deemed valid and enforceable in the
absence of any consent from the Introducing Broker. When consent is required by
either party, such consent will not be unreasonably withheld. Neither this
Agreement nor any relationship or operation hereunder is intended to be, shall
not be deemed to be, and shall not be treated as a general or limited
partnership, association or joint venture or agency relationship between the
Introducing Broker and the Clearing Broker.

E. GOVERNING LAW. The construction and effect of every provision of this
Agreement, the rights of the parties hereunder and any questions arising out of
the Agreement, shall be subject to the statutory and common law of the State of
New York without reference to the conflict of law provisions thereof.

F. HEADINGS. The headings preceding the text, articles, and sections
hereof have been inserted for convenience and reference only and shall not be
construed to affect the meaning, construction, or effect of this Agreement.

G. SERVICES COVERED BY THIS AGREEMENT. This Agreement shall cover only the
types of services set forth herein and is in no way intended nor shall it be
construed to bestow upon the Introducing Broker any special treatment regarding
any other arrangements, agreements or understandings that presently exist or
which may hereafter exist between the Introducing Broker and the Clearing Broker
or any affiliate of the Clearing Broker. The Introducing Broker shall be under
no obligation whatsoever to deal with the Clearing Broker or any of its
subsidiaries or any companies controlled directly or indirectly by or affiliated
with the Clearing Broker, in any capacity other than as set forth in this
Agreement. Similarly, the Clearing Broker shall be under no obligation
whatsoever to deal with the Introducing Broker or any of its affiliates in any
capacity other than as set forth in this Agreement.

H. SEVERABILITY. If any provision or condition of this Agreement shall be
held to be invalid or unenforceable by any court, or regulatory or
self-regulatory agency or body, such invalidity or unenforceability shall attach
only to such provision or condition. The validity of the remaining provisions
and conditions shall not be affected thereby and this Agreement shall be carried
out as if any such invalid or unenforceable provision or condition were not
contained herein.

I. WAIVER. The enumeration herein of specific remedies shall not be
exclusive of any other remedies. Any delay or failure by any party to this
Agreement to exercise any right, power, remedy or privilege herein contained, or
now or hereafter existing under any applicable statute or law, shall not be
construed to be a waiver of such right, power, remedy or privilege or to limit
the exercise of such right, power, remedy or privilege. No single, partial or
other exercise of any such right, power remedy or privilege shall preclude the
further exercise thereof or the exercise of any other right, power, remedy or
privilege.

J. NOTICES. All notices, consents, directions, approvals, restrictions,
requests, or other communications required or permitted to be delivered
hereunder shall be given to the parties hereto, effective upon delivery
(facsimile transmissions shall be effective upon transmission), as follows:

If to the Clearing Broker: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

If to the Introducing Broker: Euro Brokers Maxcor Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇

Either party may change its address for notice purposes by giving written notice
pursuant to registered mail of the new address to the other party. Termination
shall not affect any of the rights and liabilities of the parties hereto
incurred before the date of receipt of such notice of termination.

K. SOFTWARE AND HARDWARE PROVIDED BY THE CLEARING BROKER TO THE
INTRODUCING BROKER. The Clearing Broker may provide certain software and data
("Software") that are or may be used by the Introducing Broker under license
from the Clearing Broker. In addition, the Introducing Broker may also use
certain hardware or communication facilities ("Hardware") provided by the
Clearing Broker. The Introducing Broker understands and agrees that the Software
is proprietary and confidential to the Clearing Broker, incorporates trade
secrets of the Clearing Broker and constitutes valuable property of the Clearing
Broker. The Introducing Broker agrees not to disclose or provide the Software to
any third party without the written permission of the Clearing Broker.

L. LIMITATION OF LIABILITY. Neither party shall not be liable to the other
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, 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 the control of such party.

M. INVESTIGATION OF INTRODUCING BROKER'S CREDIT. The Clearing Broker shall
have the right to investigate, or arrange for an appropriate party to
investigate, the Introducing Broker's credit. Nothing in this paragraph shall be
construed to relieve the Introducing Broker of its obligation to oversee its
financial integrity.

N. NONCOMPETITION.

1. The Introducing Broker. Without the prior written consent of the
Clearing Broker, the Introducing Broker will not during the period of
this Agreement and for one year following its termination, hire or
attempt to hire any person who is employed by the Correspondent
Services business unit of the Clearing Broker or whose employment with
the Correspondent Services business unit of the Clearing Broker
terminated within the six month period prior to the termination of this
Agreement.

2. The Clearing Broker. Without the prior written consent of the
Introducing Broker, the Correspondent Services business unit of the
Clearing Broker will not during the period of this Agreement and for
one year following its termination, hire or attempt to hire any person
who is employed by the Introducing Broker or whose employment with the
Introducing Broker terminated within the six month period prior to the
termination of this Agreement.

Made and executed at New York, New York on the date first hereinabove set forth.

EURO BROKERS MAXCOR INC.

By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇

-------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Operating Officer

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED

By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Managing Director

SCHEDULE A
----------

Schedule A has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934.

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Exhibit A

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO.
INCORPORATED
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇

Date

By Facsimile/Federal Express
----------------------------

USA Securities Incorporated
▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Senior Credit Officer

Re: Euro Brokers Maxcor Inc.

Ladies and Gentlemen:

This letter sets forth the procedures concerning "Qualifying Transactions" (as
defined) initiated by Euro Brokers Maxcor Inc. ("Euro Brokers") in which USA
Securities Incorporated ("USA Securities") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
Incorporated ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇") act as principals in the respective trades. For
purposes of this letter, "Qualifying Transactions" mean transactions involving
the purchase or sale of Euroclear, Cedel and/or DTC eligible Eurobonds, ▇▇▇▇▇
▇▇▇▇▇ and warrants, other non-US securities settling within their local markets,
and U.S. domestic Treasury, Municipal and Corporate bonds.

It is expected that authorized employees of Euro Brokers will, by telephone or
by other acceptable means of communication, directly contact your trading desk
to initiate Qualifying Transactions between USA Securities and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
Please note, however, that such authorized employees of Euro Brokers will not
be acting as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ agent. USA Securities agrees that (i) until the
observance of the following procedures (x) no proposed Qualifying Transaction
will be accepted or consummated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (y) no proposed transaction
initiated by Euro Brokers will be binding on ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (z) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
will have no responsibility whatsoever with respect to any non-acceptance or

non-consumation of such proposed Qualifying Transaction, including without
limitation any obligation to reimburse USA Securities for any losses sustained
or costs incurred in connection therewith, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ obligations
in connection with any Qualifying Transaction will be expressly conditioned upon
the observance of the following procedures:

a) for Euroclear, Cedel or DTC eligible securities, the
matching/affirmation of such Qualifying Transactions at Euroclear, DTC,
or other recognized comparison system, and

b) for other non-US securities settling locally; promptly upon the
initiation of a proposed Qualifying Transaction by an authorized
employee of Euro Brokers, USA Securities' trading desk must telephone
an authorized employee of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at ▇▇▇-▇▇▇-▇▇▇▇ and provide
details regarding the proposed Qualifying Transaction. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
will either (i) on the basis of its records, confirm the Qualifying
Transaction to USA Securities, or (ii) contact Euro Brokers to confirm
the terms of the proposed Qualifying Transaction, in which case,
immediately upon confirming the transaction with Euro Brokers, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ will recontact USA Securities to confirm that the transaction
is a Qualifying Transaction.

USA Securities Incorporated ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Page 2

Only when the foregoing procedures have been followed ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
thereafter act as principal in the Qualifying Transaction. USA Securities
confirms and agrees that once the Qualifying Transaction has been appropriately
confirmed, USA Securities will act as principal on the other side of the
Qualifying Transaction. Whether or not a Qualifying Transaction is confirmed,
Euro Brokers will never itself be a principal in a trade.

All USA Securities customary documentation for Qualifying Transactions,
regardless of how initiated, should be sent to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇
▇▇▇▇▇▇▇ will send USA Securities its usual documentation in connection
therewith.

The terms of this letter, and our respective obligations hereunder, will
commence only upon receipt and acceptance by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of a copy of this
letter signed by USA Securities. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not accept and confirm any
trade initiated by Euro Brokers prior to such time. Once accepted by ▇▇▇▇▇▇
▇▇▇▇▇▇▇, this letter will be effective as of the date of its acceptance and will
remain in force until [Date + 12 months] and continue automatically thereafter
unless and until terminated in writing by either party prior to such date.
Notwithstanding the foregoing, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ reserves the right at any time,
including prior to [Date + 12 months], to terminate this agreement, upon notice
to USA Securities with no liability as a result. All Qualifying Transactions
initiated prior to either party's receipt of any notice of termination from the
other party shall be subject to the terms and conditions described herein.

This letter, including the procedures outlined herein, represents the entire
agreement among the parties, and supersedes any prior agreements or
understandings among the parties with respect to the subject matter hereof.

If you agree with the procedures described above, please have an authorized
individual sign and date the enclosed copies of this letter and return them to
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, Attention: Mr. ▇▇▇ ▇▇▇▇▇▇. Once accepted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by
countersignature below, a fully executed original of this letter will be
forwarded to you for your records.

Very truly yours,

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated

ACCEPTED AND AGREED ACCEPTED AND AGREED

this ___ day of___________, 19__ this ___ day of _________, 19__

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated USA Securities Incorporated

By (print name):_________________ By (print name):_________________

Title (print):___________________ Title (print):____________________

Signature:_______________________ Signature:________________________

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Exhibit B

By Federal Express
------------------

American Investment Management, Inc.
▇▇ ▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇

Re: Your Brokerage Account With USA Brokers, Inc.
---------------------------------------------

Ladies and Gentlemen:

This letter is provided in connection with the securities account you
have opened with USA Brokers, Inc. ("Your Introducing Broker"), the firm through

which you conduct your securities transactions. Your Introducing Broker has a
contractual arrangement (a "Clearing Agreement") with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
Incorporated ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇") for securities execution and clearance services.
The attached Rule 382 Letter, a copy of which will also be sent to you by mail
upon your account being opened, advises you about the allocation of
responsibilities between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Your Introducing Broker under the
terms of the Clearing Agreement. The Rule 382 Letter advises you that ▇▇▇▇▇▇
▇▇▇▇▇▇▇ acts as agent to Your Introducing Broker, performing only limited
functions.

This letter relates to an arrangement between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Your
Introducing Broker with respect to certain "Qualifying Transactions" (as
defined) for your account in which you and Your Introducing Broker act as
principal. For purposes of this letter, "Qualifying Transactions" mean
transactions involving only the purchase or sale of (i) "exempted securities"
(as defined in the Securities Exchange Act of 1934, as amended), or (ii)
Corporate Bonds, Medium Term Notes, Deposit Notes, and Mortgage Backed
Securities, or (iii) Euro Bonds, ▇▇▇▇▇ ▇▇▇▇▇ and Warrants and non-U.S.
Securities settling within their local markets.

Upon the initiation of a Qualifying Transaction between your authorized
trader and an authorized employee of Your Introducing Broker, Your Introducing
Broker will telephone a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ contact detailing the Qualifying
Transaction. In accordance with the procedures agreed upon between ▇▇▇▇▇▇
▇▇▇▇▇▇▇ and Your Introducing Broker, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will recognize the
Qualifying Transactions only if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ accepts and confirms the order
("Confirmed Qualifying Transactions"). With respect to such Confirmed Qualifying
Transactions only, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has agreed with Your Introducing Broker that,
in the event Your Introducing Broker cannot perform its obligations to you
thereunder, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guarantees to you that it will either (i) pay to you,
upon Your Introducing Broker's failure to do so and upon ▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇
receipt from you of securities sold, such dollar amount as is owed to you from
any sale transaction, or (ii) for any purchase transaction, deliver to you,
upon Your Introducing Broker's failure to do so and upon ▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇
receipt from you of funds to pay for securities purchased, either such
securities or, if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is unable to deliver such securities, cash
equal to the fair market value of such securities as of trade date. This letter
does not

American Investment Management, Inc, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Page 2

operate to change the character of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ status as agent of Your
Introducing Broker as described in the attached Rule 382 Letter. In addition,
this letter does not operate as an unqualified guarantee of Your Introducing
Broker's obligations to you.

The terms of this letter will commence only upon receipt and
acceptance by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of a copy of this letter signed by you, and does
not relate to any Qualifying Transaction initiated between you and Your

Introducing Broker prior to such time. Moreover, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in its sole
discretion, may revoke this letter and/or terminate its arrangement with Your
Introducing Broker at any time. You will receive prior written notice of any
such revocation or termination.

Two copies of this letter are enclosed. Please sign and date the
acknowledgment set forth below on both copies and return them to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
& Co. Incorporated, ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn:
▇▇▇ ▇▇▇▇▇▇. By executing this letter you acknowledge that you have read and
understand the attached Rule 382 Letter and the allocation of responsibilities
between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Your Introducing Broker.

Once this letter has been accepted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by
countersignature below, a fully executed original of this letter will be
forwarded to you for your records. Any questions you may have regarding the
arrangement described herein should be referred to Your Introducing Broker.

Very truly yours,

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated

ACKNOWLEDGED AND AGREED TO ACCEPTED AND AGREED
this __ day of______________, 1997 this __ day of _____________, 1997

Name (print):____________________ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated

By (print):______________________ By (print):_____________________

Title (print):___________________ Title (print):__________________

Signature:_______________________ Signature:______________________

Enclosure

▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO.
INCORPORATED
CORRESPONDENT SERVICES
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

RULE 382 LETTER

Dear Customer:

You have opened a securities account with a brokerage firm that has a
contractual arrangement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated ("▇▇▇▇▇▇

▇▇▇▇▇▇▇") for securities execution and clearance services. This letter is to
inform you about the allocation of responsibilities contained in the agreement
between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the brokerage firm through which you conduct your
purchases and sales of securities. Your brokerage firm is not an affiliate or
subsidiary of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, its parent corporation, or any of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇
affiliated companies; nor are your brokerage firm's registered representatives
or other employees employed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, its parent corporation, or
affiliated companies. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ corporate headquarters is located at ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.

You have appointed your brokerage firm for whom ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ executes
and clears securities transactions to act as your agent for the purpose of
carrying out your directions with respect to your purchase or sale of
securities. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has been informed that your brokerage firm is
authorized to open or close brokerage accounts, place and withdraw orders and
take such other steps as are responsible to carry out your directions. Until
receipt of your written notice to the contrary, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may accept
instructions for your account from your brokerage firm without inquiry or
investigation by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is not responsible or liable for
any acts or omissions of your brokerage firm or its employees, nor is it
responsible for any indirect or consequential damages under any circumstances
caused by your brokerage firm. As between you and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, you shall be
responsible for any action taken by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in your account based upon
instructions ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ received from either you or your brokerage firm.

You understand that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ does not act as investment adviser or
solicit orders, that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ does not advise you or your brokerage firm
on any matters pertaining to the suitability of any order, offer any opinion,
judgment or other type of information pertaining to the nature, value, potential
or suitability of any particular investment, or review the appropriateness of
investment advice or transactions entered by your brokerage firm on your behalf.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ neither controls, audits or otherwise supervises the activities
of your brokerage firm or its registered representatives, nor does it verify
information provided by your brokerage firm regarding your account, including
any transactions therein.

Your brokerage firm shall at all times be exclusively responsible for:

- Opening, approving, servicing, and monitoring your account, including
obtaining and verifying your new account information.

- Obtaining personal information from you, including your investment
objectives.

- Reviewing your account and all orders for that account, which includes
supervising all investment advice given to you and, if your account is a
discretionary account, supervising the exercise of such discretion.

- Accepting and arranging for execution of your transactions, and
establishing procedures for reviewing and transmitting orders prior to
execution.

- Determining commissions, ▇▇▇▇-ups or other fees charged for your
transactions, a portion of which may be shared by your brokerage firm and

▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

- Transmitting instructions concerning your account to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ either
generally or in connection with tender or exchange offers or any other
form of corporate reorganization, unless ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ accepts
instructions directly from you.

EXHIBIT 10.15 FULLY DISCLOSED CLEARING AGREEMENT This Agreement, made this 31 day of July, 1997, between MORGAN STANLEY & CO. INCORPORATED (the "Clearing Broker") and EURO BROKERS MAXCOR INC. (the "Introducing Broker"), sets forth the terms and...

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