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National
Commodities Corp. Inc., and its agents and assigns (collectively
referred to as 'NCCI'), agree to accept and maintain for the
undersigned (Customer) (whether designated by name, number
or otherwise) one or more accounts and to act as broker or
as dealer for the Customer for the execution and clearance
of orders for commodities, contracts for the future delivery
of commodities, and option to purchase or sell commodities
or contracts for the future delivery of commodities (collectively
referred to as "Commodity Contracts"), and in consideration
thereof, Customer agrees to the following:
1.
TRADING AUTHORIZATION. National Commodities Corp.,
Inc. is authorized to purchase and sell Commodity Contracts
for Customer's accounts (i.e., accounts opened on Customer's
behalf, Customer's proprietary accounts carried by National
Commodities Corp., Inc., accounts which Customer guarantees
in which 10% or greater beneficial interest, and accounts
for which Customer is jointly responsible) in accordance with
Customer's oral or written instructions and subject to the
terms of this Agreement and all related agreements. National
Commodities Corp., Inc. is also authorized, in its discretion,
to employ clearing members and floor brokers as Customer's
agents in connection with the execution, carrying, clearance,
delivery and settlement of any such purchases and sales of
Commodity Contracts.
2.
APPLICABLE RULES AND REGULATIONS. All orders entered
for the purchase or sale of Commodity Contracts and all transactions
in Commodity Contracts executed for Customer's accounts shall
be subject to the constitution, by-laws, rules, regulations,
customs and usages (collectively "rules") of the
exchange or market, and its clearing house, if any, where
such orders are directed or such transactions are executed
and to the provisions of all applicable federal and state
laws and to the rules and regulations promulgated thereunder
(collectively "laws"). Whenever any rule or law
shall be enacted, prescribed or promulgated which shall affect
in any manner or be inconsistent with any of the provisions
hereof, the provisions of this Agreement so affected shall
be deemed modified or superseded, as the case may be, by such
rule or law, and all other provisions of this Agreement and
the provisions as modified or superseded, shall in all respects
remain in full force and effect. With regard to options transactions,
Customer understands that the exchanges, boards of trade,
markets and clearing houses have established exercise cut-off
times for the tender of exercise instructions and that Customer's
options will become worthless in the event that Customer does
not deliver instructions by such expiration times. Customer
further understands that National Commodities Corp., Inc.
also has established exercise cut-off times which may be different
from the times established by the exchanges, boards of trade,
markets and clearing houses. Customer hereby agrees to waive
any and all claims for damage or loss that Customer might
have against National Commodities Corp., Inc. arising out
of the fact that an option was not exercised. National Commodities
Corp., Inc.'s violation of any rule or law shall not provide
Customer in any legal, reparations, arbitration or other proceeding
with (a) a defense to a claim by National Commodities Corp.,
Inc. for money or other property due under this Agreement
or (b) a basis for a claim by Customer that money or other
property is due from National Commodities Corp., Inc., unless
such violation is the direct cause of Customer's claimed indebtedness
to National Commodities Corp., Inc. or National Commodities
Corp., Inc.'s claimed indebtedness to Customer.
3. CHARGES PAYABLE BY CUSTOMER. Customer shall be charged
commissions and service and interest charges In accordance
with National Commodities Corp., Inc.'s customary charges
in effect from time to time. All payments required to be made
by Customer, Including all margin deposits, shall be made
by wire transfer only to the account of National Commodities
Corp., Inc., Customer Segregated Account number 2090002717419
at First Union National Bank of Florida, Jacksonville,
Florida, or by other suitable means, if approved by an officer
of National Commodities Corp., Inc.. All variations from the
standard commission rates as announced from time to time by
National Commodities Corp., Inc. must be confirmed in writing
by an officer of National Commodities Corp., Inc.
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4.
RISK OF LOSS. All transactions effected for Customer's
accounts and all fluctuations in the market prices of the
Commodity Contracts carried in Customer's accounts are at
Customer's risk, and Customer shall be solely liable therefore
under all circumstances. Customer represents and warrants
that Customer is willing and financially able to sustain such
losses, and that the trading of Commodity Contracts is a suitable
investment vehicle for Customer. National Commodities Corp.,
Inc. is not responsible for the obligations of the persons
with whom, Customer's transactions are effected, nor is National
Commodities Corp., Inc. responsible for delays in the communications
facilities or other causes beyond National Commodities Corp.,
Inc.'s reasonable control or anticipation. Customer understands
that National Commodities Corp., Inc. randomly assigns exercise
notices to customers, that all short option positions are
subject to assignment at any time, including positions established
on the same day that exercises are assigned, and that exercise
assignment notices are allocated randomly from among all customers'
short option positions which are subject to exercise. In the
event Customer directs National Commodities Corp., Inc. to
sell any security, Commodity Contract or other property and
National Commodities Corp., Inc. is unable to deliver such
security, Commodity Contract or other property to a purchaser
because Customer fails to deliver to National Commodities
Corp., Inc. therewith, Customer authorizes National Commodities
Corp., Inc. to borrow or purchase any security, Commodity
Contract or property necessary/to make such delivery and Customer
shall guarantee and hold National Commodities Corp., Inc.
harmless against any loss it may sustain thereby.
5.
TRADING RECOMMENDATIONS. Customer acknowledges that
market information provided by National Commodities Corp.,
Inc. may be based upon information which is incomplete and
unverified and National Commodities Corp., Inc. makes no representation,
warranty or guarantee as to the accuracy of any such information.
Customer understands that National Commodities Corp., Inc.
shall furnish Customer with no advice or recommendations regarding
Customer's transactions or the tax consequences of those transactions.
Further, Customer acknowledges that information provided to
Customer at any given time may be different from information
provided to other customers of National Commodities Corp.,
Inc. due to individual analysis of fundamental and technical
factors by different personnel associated with National Commodities
Corp., Inc. and that such information may not be consistent
with investments of National Commodities Corp., Inc., any
of its subsidiaries, officers, directors, employees and agents.
6.
INDEMNIFICATION. Customer acknowledges that National Commodities
Corp., Inc. is financially liable to the exchange clearing
houses of which National Commodities Corp., Inc. is a member
and the clearing members through which National Commodities
Corp., Inc. clears transactions for maintenance margins and
deficit balances occurring in Customer's accounts, making
National Commodities Corp., Inc., in effect, the guarantor
of Customer's financial obligations. Customer shall indemnity
and hold harmless National Commodities Corp., Inc., its successors,
assigns and agents from and against all losses, damages and
expenses (including reasonable attorney's fees) arising out
of, or directly or indirectly resulting from, (a) any order
entered or transaction effected for, or Commodities Contracts
carried in, Customer's accounts including such orders entered,
or transactions effected, by Customer's authorized representative
subsequent to Customer's death or incapacity, (b) any false
or misleading statement or representation made by Customer
or by any authorized representative of Customer or (c) any
act or omission by Customer or Customer's authorized representative
with respect to Customer's accounts, including but not limited
to any deficit balances therein.
7.
RECORDING. Customer has been informed that all conversations
regarding Customer's accounts, orders and Commodity Contracts
between Customer and National Commodities Corp., Inc. may
be recorded by National Commodities Corp., Inc. and Customer
irrevocably consents to such recordings and to National Commodities
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