MAXCOR FINANCIAL GROUP INC
AGREEMENT FOR SECURITIES CLEARANCE SERVICES
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AGREEMENT FOR SECURITIES CLEARANCE SERVICES
<TEXT>


<PAGE>

                                                                  Exhibit 10.1

               [Wexford Clearing Services Corporation Letterhead]

                   Agreement for Securities Clearance Services
                              Maxcor Financial Inc.

This letter sets forth our agreement (the "Agreement"), made as of March 20,
2000, concerning certain clearing services to be performed by Wexford Clearing
Services Corp. ("Wexford"), a wholly owned, fully guaranteed subsidiary of
Prudential Securities Inc. ("PSI"), for Maxcor Financial Inc. ("Introducing
Firm") with respect to transactions of Approved Counterparties (as defined
below) in the securities specified in Exhibit A hereto ("Specified Securities").
It is understood and agreed that this Agreement is contingent upon the approval
of the New York Stock Exchange, Inc. ("NYSE").

1.   Certain Definitions

         A.   "Applicable Rules" are, to the extent applicable, the Securities
              Act of 1933 and The Exchange Act of 1934, all rules and
              regulations thereunder and interpretations by the Securities and
              Exchange Commission ("SEC"), the rules and regulations of the
              National Association of Securities Dealers ("NASD") and the NYSE,
              all as in effect from time to time.

         B.   An "Approved Counterparty" is a dealer trading with Introducing
              Firm or a customer of Introducing Firm, which Wexford as of the
              date of this Agreement is accepting as a counterparty for trades
              brokered by Introducing Firm or to which Wexford hereafter sends a
              letter in the form of Exhibit B and which, in either case, Wexford
              continues to consider acceptable; provided, however, that (i)
              Wexford will make no material changes to the form of Exhibit B
              without the prior consent of Introducing Firm and (ii) any
              decision by Wexford to change the status of an Approved
              Counterparty will be communicated either orally and followed by
              fax or in writing to Introducing Firm in advance of its
              implementation.

         C.   A "Back-to-Back Transaction" occurs where Introducing Firm (i) has
              executed in a recorded conversation a sale by an Approved
              Counterparty to be settled by Wexford's parent, PSI, ("Side One")
              of Specified Securities and a buy to be settled by Wexford's
              parent, PSI, by another Approved Counterparty of Specified
              Securities ("Side Two"), (ii) has confirmed that Side One and Side
              Two agree on all details of the trade that must be met in order to
              settle (i.e. that Side One and Side Two are Validated
              Transactions) and (iii) has transmitted Side One and Side Two to
              Wexford on the same day.

         D.   "Clearing Corporation" means CEDEL/Euroclear or any other clearing
              organization that settles Transactions that Wexford clears for
              Introducing Firm.

         E.   A "Matching Back-to-Back Transaction" is a Back-to-Back
              Transaction with respect to which the counterparty to Side One and
              Side Two have both submitted instructions to the Clearing
              Corporation in the form required to settle Side One and Side Two,
              and a "Matching Transaction" is a Back-to-Back Transaction with
              respect to which only one counterparty has submitted instructions
              to the Clearing


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              Corporation in the form required to settle the side to which such
              counterparty is a party.

         F.   "Transactions" are any trades transmitted by Introducing Firm
              hereunder to Wexford for clearing and settlement.

         G.   A "Validated Transaction" is a sale or purchase of Specified
              Securities with an Approved Counterparty for which the Introducing
              Firm has confirmed all of the trade details necessary for
              settlement.

2.   Responsibilities of Introducing Firm

         A.   Transmitting Transactions

                  Introducing Firm shall execute orders for purchases and sales
         of Specified Securities by Approved Counterparties and transmit the
         Transactions to Wexford three times a day, at approximately 12:00 p.m.
         and 3:00 p.m., and by no later than 6:00 p.m. Eastern Standard Time
         (EST), (the last of which being referred to as the "Cut-Off Time"). Any
         Transactions that Wexford receives after the Cut-Off Time shall be
         subject to the additional fees set forth on Schedule A hereto.

                  (i)      Transmitting Back-to-Back Transactions

                  Introducing Firm shall not transmit to Wexford any Transaction
         that, by the Cut-Off Time, is not a Back-to-Back Transaction, with the
         following exception. Notwithstanding anything to the contrary in the
         Additional Terms forming a part of Exhibit B (the "Additional Terms"),
         Introducing Firm may transmit only Side One or Side Two, if at the end
         of the trading day one of the two sides is not a Validated Transaction,
         subject to the aggregate amount of such one-sided Transactions not
         exceeding a limit established by Wexford and communicated to
         Introducing Firm from time to time. Introducing Firm shall exert
         reasonable best efforts to transmit a Validated Side One or Side two
         the following business day. If Introducing Firm has not done so by the
         end of the day after the settlement date, Wexford may, upon prior
         notice to Introducing Firm, on the second day after settlement date buy
         in or sell out the securities to settle the other side. Introducing
         Firm shall be liable for all loss, costs and expenses relating thereto
         to the extent set forth in Sections 2.D. and 5.A. The foregoing right
         of Introducing Firm to delay the transmission of one side is subject to
         (i) termination at any time that Wexford deems that it is no longer
         prudent to accept only one side and (ii) satisfactory amounts on
         deposit in the Collateral Account, in Wexford's sole discretion. In any
         event, such one-sided Transactions shall give rise to the additional
         fees established in Section 3.A. (iii) and Schedule A, regardless of
         when after trade date Introducing Firm transmits to Wexford the other
         side of the Transaction.

         B.       Responsibility for Accounts

              Except as otherwise specified in this Agreement, Introducing Firm
         shall be solely responsible for the opening, approving and monitoring
         of counterparties (the "Accounts"), and ensuring that Transactions are
         in compliance with the Applicable Rules. Such responsibility, where
         applicable, includes, but is not limited to:


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                  (i) Using due diligence to learn and on a continuing basis to
                  know the essential facts of each customer, knowing all persons
                  holding power of attorney over any Account, being familiar
                  with each order in any Account and at all times to comply
                  fully with Rule 405 of the NYSE and the Conduct Rules of the
                  NASD, and any interpretations thereof, and all similar
                  Applicable Rules; (ii) selecting, investigating, training and
                  supervising all personnel who open, approve or authorize
                  transaction in the Accounts; (iii) establishing written
                  procedures for the conduct of the Accounts and ongoing review
                  of all Transactions in Accounts, and maintaining compliance
                  and supervisory personnel adequate to implement such
                  procedures; (iv) determining the suitability of all
                  Transactions; (v) ensuring that there is a reasonable basis
                  for all recommendations made; (vi) determining the
                  appropriateness of the frequency of trading in Accounts; (vii)
                  determining the authorization and legality of each transaction
                  in the Account; (viii) determining the amount of any
                  difference between the prices paid or received by an Account
                  for a Specified Security and the prices paid or received by
                  Wexford for said Specified Security; (ix) obtaining and
                  maintaining all documents necessary for the performance of
                  Introducing Firm's responsibilities under this Agreement and
                  retaining such documents in accordance with all the Applicable
                  Rules; (x) responding to all its customer inquiries and
                  complaints, and promptly notifying Wexford in writing of
                  complaints concerning Wexford; (xi) arranging for completion
                  of all Wexford forms and providing any supporting documents
                  required for the opening and maintenance of the Account and
                  (xii) promptly furnishing Wexford with all information
                  concerning its customer and Introducing Firm's relationship
                  with its customer and any related documents that Wexford may
                  reasonably require. Nothing herein shall restrict Wexford from
                  making any further inquiry or investigation, as Wexford deems
                  necessary.

         Introducing Firm authorizes and directs Wexford to (i) furnish promptly
         any written customer complaint received by Wexford, regarding
         Introducing Firm or its associated persons and relating to functions
         and responsibilities allocated to Introducing Firm, directly to
         Introducing Firm and to Introducing Firm's designated examining
         authority, and (ii) notify the customer, in writing, that Wexford has
         received the complaint and that the complaint has been furnished to
         Introducing Firm and Introducing Firm's designated examining authority.
         All other correspondence in the nature of customer inquiries or
         customer complaints relating to functions and responsibilities
         allocated to Wexford is to be directed to and responded to by Wexford.
         All such correspondence (including customer inquiries and complaints)
         is to be reviewed and replied to by Wexford or Introducing Firm
         depending on who is responsible for the function which is the subject
         matter of the correspondence. If such correspondence is not directed to
         the appropriate party initially, Wexford or Introducing Firm shall
         promptly forward such correspondence to the appropriate party.

         C.       Volume Limitations

         Introducing Firm shall not transmit to Wexford more than the number of
         Transactions per day that Wexford informs Introducing Firm from time to
         time constitute the Introducing Firm's volume limit, as set by Wexford
         in its reasonable discretion, acting in good faith. Any Transactions in
         excess of the volume limitation, as in effect from time to time, may be
         rejected by Wexford unless Wexford has earlier indicated orally or in
         writing in the course of the applicable day that it will accept such
         Transactions.

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         D.   Indemnification

         Introducing Firm agrees to indemnify and hold harmless Wexford, its
         officers, directors, employees and affiliates, against any and all
         losses, costs, claims and expenses (including reasonable attorneys'
         fees), as incurred, (a) arising out of (i) Wexford acting as clearing
         broker for Introducing Firm pursuant to this Agreement, (ii)
         Introducing Firm's failure to perform its obligations under this
         Agreement or the willful misconduct of Introducing Firm, and (b)
         constituting Introducing Firm Failure Costs or Counterparty Failure
         Costs (all referred to as "Indemnified Losses"), but excluding Credit
         Failure Costs, as defined in Section 5.B., any indirect or
         consequential losses, lost opportunity costs, or any Indemnified Loss
         caused by Wexford's or PSI's negligence, Wexford's or PSI's failure to
         perform their respective obligations under this Agreement, or Wexford's
         or PSI's willful misconduct. Wexford shall give Introducing Firm prompt
         written notice of any matter that may constitute an Indemnified Loss
         hereunder, and, if the Indemnified Loss involves a third-party claim,
         the Introducing Firm may, but shall not be obligated to, assume the
         defense thereof with counsel of its own choosing and at its own
         expense.

         E.   Recording, Retaining Tapes

         Introducing Firm shall record every trading conversation with
         counterparties to Transactions and shall retain tapes of all such
         conversations for at least thirty business days, and longer with
         respect to specified days, Approved Counterparties or Transactions if
         Wexford so requests, either orally and confirmed by fax or in writing.

3.   Responsibilities of Wexford

         A.   Clearing

         Subject to the exception described in Section 2. A. (i), Wexford's
         parent, PSI, is obligated to clear only Matching Back-to-Back
         Transactions and Matching Transactions with Approved Counterparties in
         Specified Securities, which entails Wexford's parent, PSI, taking a
         position as a fully disclosed principal on Side One and on Side Two of
         Matching Back-to-Back Transactions (or, in the case of Matching
         Transactions on the side that is matched) pursuant to the following
         procedure.

                  (i) Upon receipt of a transmission of Back-to-Back
                           Transactions from Introducing Firm, Wexford may, but
                           is not obligated to, check whether all or any number
                           of such Transactions fail to meet the definition of a
                           Back-to-Back Transaction. Subject to the exception
                           established in Section 2.A. (i), any Transaction that
                           does not meet the definition of a Back-to-Back
                           Transaction may be rejected by Wexford, and Wexford's
                           parent, PSI, shall not, unless the Transaction is
                           subsequently accepted by Wexford, be principal to the
                           counterparty nor carry the position on its books.

                  (ii) Wexford shall download to the Clearing Corporation by
                           either the end of the day of trade date or, with
                           respect to Transactions transmitted after the Cut-Off
                           Time, on T +1, the trade details received from
                           Introducing


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                           Broker for each Transaction that Wexford has not
                           rejected pursuant to subsection (i) above.

                  (iii) On the business day following the download of
                           information regarding any Transaction to the Clearing
                           Corporation, Wexford shall review a report from the
                           Clearing Corporation indicating whether any
                           Transactions were not Back-to-Back Transactions or
                           were not Matching Back-to-Back Transactions. In
                           either case, if Introducing Firm has transmitted any
                           Transaction to Wexford other than a Back-to-Back
                           Transaction, Introducing Firm shall pay to Wexford
                           the applicable fees set forth in Schedule A, and, as
                           set forth in Section 5.A., Introducing Firm shall
                           reimburse Wexford for all Introducing Firm Failure
                           Costs. Wexford's parent, PSI, shall settle as fully
                           disclosed principal any Transactions for which
                           Wexford has sent a confirmation, pursuant to Section
                           3.B. The sending of a confirmation shall mean that
                           Wexford's parent, PSI, has taken a position as
                           principal and is therefore carrying such Transactions
                           on its books, notwithstanding that Introducing Firm
                           remains financially responsible to Wexford hereunder
                           for any Introducing Firm Failure Costs and
                           Counterparty Failure Costs. Upon prior notice to
                           Introducing Firm, Wexford may take commercially
                           reasonable action to settle or liquidate any
                           unmatched Back-to-Back Transactions for which it has
                           sent a confirmation to the counterparty and has
                           submitted settlement instructions to the Clearing
                           Corporation.

         B.   Confirmations

         No later than T+1 or one day after Wexford has received a Transaction,
         whichever is later, Wexford shall deliver confirmations to all
         counterparties on Transactions that Wexford has not rejected pursuant
         to Section 3.A. (i) hereof and that Wexford is obligated to transmit to
         the Clearing Corporation, pursuant to Section 3.A. (ii). From the time
         that Wexford transmits a confirmation with respect to a Transaction
         pursuant to this Section 3.B, its parent, PSI, shall be acting as
         principal for and carrying such Transaction on its books for regulatory
         capital purposes. For the avoidance of doubt with respect to any
         Transaction transmitted to Wexford pursuant to the exception described
         in Section 2.A (i), Wexford's parent, PSI, shall act as principal for
         and carry such Transaction on its books for regulatory capital
         purposes, provided that it is a Validated Transaction, notwithstanding
         anything to the contrary in the Additional Terms.

         C.   Revenue; Fees

         Wexford shall receive on settled Matching Back-to-Back Transactions and
         Matching Transactions revenue in the form of commissions of Introducing
         Firm or the spread between Side One and Side Two. Wexford shall remit
         to Introducing Firm within five business days of the end of each
         calendar month such amounts remaining after Wexford deducts (i) its
         fee, as established in Schedule A, including any additional fees set
         forth therein for transmissions after the Cut-Off Time pursuant to
         Section 2.A. and for transmissions of non Back-to-Back Transactions
         pursuant to Section 3.A (iii) ("Fees"), (ii) Introducing Firm Failure
         Costs, (iii) Counterparty Failure Costs and (iv) amounts for any
         Indemnified Losses.

         Wexford shall furnish Introducing Firm with a detailed supporting
         schedule with each revenue payment. Wexford's determination of the
         amount payable to Introducing Firm


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         with respect to any calendar month shall be conclusive and binding on
         the parties hereto if Introducing Firm does not object thereto in
         writing, with details of its objections, within thirty (30) days after
         its receipt of such supporting schedule and any reasonably requested
         additional information with respect thereto, provided such request is
         made no later than 15 days after initial receipt of the supporting
         schedule.

         D.   Safekeeping/Credit

         Wexford shall be responsible for (i) the delivery and receipt of funds
         and/or Specified Securities to and from Accounts, as applicable, and
         for the transfer of Specified Securities to and from Accounts and (ii)
         the receipt, timely delivery and safeguarding of funds and securities
         and maintenance of books and records (including preparation and timely
         transmittal of the trade confirmations and statements) relating to all
         Transactions settled by Wexford or PSI pursuant to Section 3.A.

         Although Wexford in no way undertakes to extend credit to any Approved
         Counterparty, if it were to do so, any credit shall be extended in
         compliance with Regulation T, Rule 431 of the NYSE Rules and any other
         applicable margin regulations.

         E.   Indemnification

         Wexford agrees to indemnify and hold harmless Introducing Firm, its
         officers, directors, employees and affiliates, against any and all
         losses, costs, claims and expenses, reasonable legal fees (including
         reasonable legal fees incurred in the enforcement of this provision),
         as incurred, (a) caused by (i) Wexford's or PSI's failure to perform
         their respective obligations under this Agreement or (ii) Wexford's or
         PSI's negligence or willful misconduct or (b) constituting Credit
         Failure Costs, as defined in Section 5.B. (all referred to as "IF
         Indemnified Losses"), but excluding any indirect or consequential
         losses, or lost opportunity costs. The Introducing Firm shall give
         Wexford prompt written notice of any matter that may constitute an IF
         Indemnified Loss hereunder, and, if the IF Indemnified Loss involves a
         third party claim, Wexford may, but shall not be obligated to, assume
         the defense thereof with counsel of its own choosing and at its own
         expense.

         F.   Reports

         Wexford will provide Introducing Firm with same-day reports of
         Transactions that do not constitute Back-to-Back Transactions and with
         daily morning reports, starting with T+1, of Transactions that are not
         Matching Transactions.

         Simultaneously with the execution of this Agreement, and annually
         thereafter, Wexford shall furnish to Introducing Firm a list of all
         reports (i.e., exception and other types of reports) which it offers to
         Introducing Firm to assist Introducing Firm to supervise and monitor
         its introduced accounts in order for Introducing Firm to carry out its
         functions and responsibilities pursuant to this Agreement. These
         reports are in addition to the data, information or reports provided to
         Introducing Firm in the ordinary course of providing clearing Services
         to Introducing Firm. Introducing Firm shall notify Wexford promptly, in
         writing, of those specific reports offered by Wexford that Introducing
         Firm requires to supervise and monitor its introduced accounts.
         Annually, within 30 days of July 1 of each year, Wexford shall give
         written notice to Introducing Firm's chief executive and compliance
         officers, indicating, as of the date of such notice, the list of
         reports offered to


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         Introducing Firm pursuant to this paragraph and specifying those
         reports that were actually requested by and/or supplied to Introducing
         Firm as of such date. At the same time, Wexford shall provide a copy of
         this written notice to Introducing Firm's designated examining
         authority. Simultaneously with the execution of this Agreement,
         Introducing Firm shall furnish Wexford with a list of its chief
         executive and compliance officers and the name of its designated
         examining authority.

4.   Separate Responsibilities

         Pursuant to NYSE Rule 382, the parties have allocated between
         themselves in this Agreement responsibility for compliance with all
         applicable laws, rules and regulations of the SEC, NYSE and NASD. In
         addition, for purposes of the Securities and Exchange Commission's
         financial responsibility rules and SIPC, the Introducing Firm's
         customers will be considered customers of Wexford and not customers of
         the Introducing Firm; provided, however, that nothing in this Section
         shall cause the Introducing Firm's customers to be construed or
         interpreted as customers of Wexford 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.

         Each party shall be solely responsible for (i) adherence to Applicable
         Rules and for the supervision of its own operations area and personnel;
         (ii) compliance with all restricted/control stock requirements, as
         applicable to it; (iii) compiling and filing its respective regulatory
         reports, as applicable; and (iv) supplying the other with reasonable
         access to its relevant records and supplying any information in its
         possession reasonably requested by such party in order for both parties
         to properly perform their respective functions under the Agreement.
         Each party shall be responsible for its own errors with respect to this
         Section 4.

5.   Failure to Match; Failure to Settle; Responsibilities of the Parties

         A.      Not Back-to-Back Transactions/Introducing Firm Failure

         In the event Wexford receives a Transaction that does not meet the
         definition of a Back-to-Back Transaction for any reason, including
         without limitation, (i) the failure of Introducing Firm to transmit to
         Wexford Validated Transactions or (ii) the failure of Introducing Firm
         to transmit to Wexford Side One and Side Two on the same day,
         Introducing Firm shall have full responsibility for, and shall pay to
         Wexford upon demand, all amounts constituting Wexford's reasonable
         out-of-pocket costs (whether or not already paid), losses and expenses
         (including reasonable attorneys' fees) arising therefrom including,
         without limitation, costs to buy-in, borrow or sell-out the securities,
         to compel performance by the counterparty, or to pay additional
         personnel or overtime, but only if such additional personnel or
         overtime costs are beyond the ordinary course of business. All of the
         foregoing is referred to as "Introducing Firm Failure Costs".

         B.      Settlement Failure/Counterparty Failure

         In the event Wexford has transmitted a Back-to-Back Transaction to the
         Clearing Corporation that becomes a Matching Back-to-Back Transaction
         but that (i) fails on settlement date due to failure of the
         counterparty to deliver securities or cash or (ii) fails


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         to become a Matching Back-to-Back Transaction because of the failure of
         the counterparty to either Side One or Side Two to send to the Clearing
         Corporation adequate instructions required for settlement, but
         excluding in either case counterparty failure due to actual or
         impending bankruptcy or similar insolvency proceedings or credit issues
         ("Credit Failure Costs"), Introducing Firm shall be responsible for,
         and shall pay to Wexford upon demand, all amounts constituting
         Wexford's reasonable out-of-pocket costs (whether or not already paid),
         losses and expenses (including reasonable attorneys' fees) arising from
         such fail, including, without limitation, costs to buy-in, borrow or
         sell-out securities, to compel performance by the counterparty, to pay
         additional personnel or to pay overtime, but only if such personnel or
         overtime costs are beyond the ordinary course of business. All of the
         foregoing costs, losses, and expenses are referred to herein as the
         "Counterparty Failure Costs".

         C.   Suspension of Certain Trading

         If at any time the number of Transactions (either Side One or Side
         Two), with respect to which the counterparty has not provided Clearing
         Corporation with matching instructions, reaches an amount that Wexford
         finds unacceptable Wexford may, acting in good faith, suspend accepting
         Transactions from Introducing Firm, with respect to that counterparty,
         immediately upon written or oral notice, until such time that Wexford
         decides that it is prudent to resume accepting such Transactions
         hereunder. If at any time the number of Transactions that are not
         Back-to-Back Transactions reaches an amount that Wexford finds
         unacceptable (subject to Section 2.A. (i)), Wexford may, acting in good
         faith, suspend accepting Transactions from Introducing Firm immediately
         upon written or oral notice, until such time that Wexford decides that
         it is prudent to resume accepting Transactions hereunder.

         D.   Regulatory Capital

         It is understood that in no event shall Introducing Firm Failure Costs,
         Counterparty Failure Costs or Indemnified Losses include any costs or
         expenses of Wexford or PSI incurred in connection with capital charges
         for Transactions.

         In conformity with the SEC No-Action Letter dated November 3, 1998 and
         publicly available November 10, 1998 ("No-Action Letter") relating to
         the capital treatment of assets in the proprietary account of an
         introducing broker ("PAIB") and to permit Introducing Firm to use PAIB
         assets in its net capital computations, Wexford and Introducing Firm
         agree as follows:

         1)       Introducing Firm shall identify to Wexford in writing all
                  accounts that are, or from time to time may be, proprietary
                  accounts of Introducing Firm. Wexford shall perform a
                  computation for PAIB assets of Introducing Firm ("PAIB Reserve
                  Computation") in accordance with the customer reserve
                  computation set forth in Rule 15c3-3 under the Securities
                  Exchange Act of 1934 ("Customer Reserve Formula") with the
                  following modifications:

                  A) Any credit (including a credit applied to reduce a debit)
                  that is included in the customer reserve formula may not be
                  included as a credit in the PAIB Reserve Computation;


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                  B) Note E (3) to Rule 15c3-3a which reduces debit balances by
                  1% under the basic method and subparagraph (a)(1)(ii)(A) of
                  Rule 15c3-1 which reduces debit balances by 3% under the
                  alternative method shall not apply; and C) Neither Note E (1)
                  to Rule 15c3-3a nor Exchange Interpretation /04 to Item 10 of
                  Rule 15c3-3a regarding securities concentration charges shall
                  be applied to the PAIB Reserve Computation.

         2)       The PAIB Reserve Computation shall include all proprietary
                  accounts of introducing Firm. All PAIB assets shall be kept
                  separate and distinct from customer assets under the Customer
                  Reserve Formula in Rule 15c3-3.

         3)       The PAIB Reserve Computation shall be prepared within the same
                  time frames as those prescribed by Rule 15c3-3 for the
                  Customer Reserve Formula.

         4)       Wexford shall establish and maintain a separate "Special
                  Reserve Account for the Exclusive Benefit of Customers" with a
                  bank in conformity with the standards of paragraph (f) of Rule
                  15c3-3 ("PAIB Reserve Account"). Cash and/or qualified
                  securities as defined in the Customer Reserve Formula shall be
                  maintained in the PAIB Reserve Account in an amount equal to
                  the PAIB reserve requirement.

         5)       If the PAIB Reserve Computation results in a deposit
                  requirement, the requirement may be satisfied to the extent of
                  any excess debit in the Customer Reserve Formula of the same
                  date. However, a deposit requirement resulting from the
                  Customer Reserve Formula shall not be satisfied with excess
                  debits from the PAIB Reserve Computation.

         6)       Within two business days of entering into this Agreement,
                  Introducing Firm shall notify its designated examining
                  authority in writing (with a copy to Wexford) that it has
                  entered into this Agreement regarding the capital treatment of
                  Introducing Firm's PAIB assets.

         7)       Commissions receivable and other receivables of Introducing
                  Firm from Wexford (excluding clearing deposits) that are
                  otherwise allowable assets under Rule 15c3-1 may not be
                  included in the PAIB Reserve Computation, provided the amounts
                  have been clearly identified as receivables on the books and
                  records of Introducing Firm and as payables on the books of
                  Wexford.

         8)       If Introducing Firm is a guaranteed subsidiary of Wexford or
                  if Introducing Firm guarantees Wexford (i.e., guarantees all
                  liabilities and obligations) then the proprietary accounts of
                  Introducing Firm shall be excluded from the PAIB Reserve
                  Computation.

         9)       Upon discovery that any deposit made to the PAIB Reserve
                  Account did not satisfy its deposit requirement, Wexford shall
                  by facsimile or telegram immediately notify its designated
                  examining authority and the SEC. Unless a corrective plan is
                  found acceptable by the SEC and the designated examining
                  authority, Wexford shall provide written notification within 5
                  business days of the date of discovery to Introducing Firm
                  that PAIB assets held by Wexford shall not be deemed allowable
                  assets for net capital purposes. The notification shall also
                  state that if Introducing Firm wishes to continue to count its
                  PAIB assets as allowable, it has until the last business day
                  of the month following the month in which the notification was
                  made to transfer all PAIB assets to another clearing broker.
                  However, if the deposit deficiency is remedied before the time
                  at which Introducing Firm must transfer its PAIB assets to
                  another clearing broker, Introducing Firm may choose to keep
                  its assets at Wexford.

         10)      Wexford and Introducing Firm shall adhere to the terms of the
                  No Action Letter, including the Interpretations as set forth
                  therein, in all respects.

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         6.   Fees and Charges

         Introducing Firm agrees to pay Wexford the fees and charges set forth
         in Schedule A hereto.

         7.   Introducing Firm Representations and Covenants

         Introducing Firm represents, warrants and covenants to Wexford as
         follows:

                  (i) It is a member in good standing of the NASD.

                  (ii) It is and during the term of this Agreement will remain
                         duly registered or licensed and in good standing as a
                         broker/dealer under the Applicable Rules.

                  (iii) It has all the requisite authority in conformity with
                           all Applicable Rules to enter into this Agreement and
                           to retain the services of Wexford 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.

                  (iv) It is in compliance, and during the term of this
                           Agreement will remain in compliance with (a) the
                           capital and financial reporting requirements of any
                           and all national securities exchange or other
                           securities exchange and/or securities association of
                           which it is a member, (b) the capital requirements of
                           the Securities and Exchange Commission and (c) the
                           NASD Conduct Rules.

                  (v) It shall provide representatives of any governmental
                           body having jurisdiction over the respective
                           businesses of the parties with reasonable access to
                           the records relating to Accounts and their owners.

                  (vi) It shall keep confidential any information it may
                           acquire as a result of this Agreement regarding the
                           business and affairs of Wexford, which requirements
                           shall survive the termination of this Agreement.

         8.   Wexford and PSI Representations and Covenants

         Each of PSI and Wexford represents, warrants and covenants to
         Introducing Firm as follows:

                  (i) Each of PSI and Wexford is a member in good standing
                           of the NASD and of the NYSE.

                  (ii) Each of PSI and Wexford is and during the term of
                           this Agreement will remain duly licensed and in good
                           standing as a broker/dealer under the Applicable
                           Rules.

                  (iii) Each of PSI and Wexford has all the requisite
                           authority, in conformity with all Applicable Rules 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.

                  (iv) Each of PSI and Wexford is in compliance, and during
                           the term of this Agreement will remain in compliance
                           with (a) the capital and financial reporting
                           requirements of every national securities exchange
                           and/or other securities exchange or association of
                           which it is a member, (b) the capital requirements of
                           the Securities and Exchange Commission and (c) the
                           NASD Conduct Rules.

                                       10
<PAGE>

                  (v) The names and addresses of Introducing Firm's
                           customers which have or which may come to Wexford's
                           or PSI's attention in connection with the clearing
                           and related functions it has assumed under this
                           Agreement are confidential and shall not be utilized
                           by Wexford or PSI except in connection with the
                           functions performed by Wexford and PSI pursuant to
                           this Agreement. Notwithstanding the foregoing, should
                           any customer of Introducing Firm request, on an
                           unsolicited basis that Wexford become its broker,
                           acceptance of such Account by Wexford and PSI shall
                           in no way violate this representation and warranty,
                           nor result in a breach of this Agreement.

                  (vi) Each of PSI and Wexford shall keep confidential any
                           information it may acquire as a result of this
                           Agreement regarding Introducing Firm's business and
                           affairs, which requirement shall survive the
                           termination of this Agreement.

         9.   Nature of Relationship

              A.  Wexford shall limit its services pursuant to the terms of this
                  Agreement to that of the clearing and the specified related
                  functions described herein, and Introducing Firm shall not
                  hold itself out as an agent of Wexford or of any subsidiary or
                  company controlled directly or indirectly by or affiliated
                  with Wexford. Neither this Agreement nor any operation
                  hereunder shall create a general or limited partnership,
                  association or joint venture or agency relationship between
                  the parties.

              B.  Introducing Firm shall not, without the prior written approval
                  of Wexford, place any advertisement in any newspaper,
                  publication, periodical or any other media if such
                  advertisement in any manner makes reference to Wexford or to
                  the clearing arrangements set forth in this Agreement;
                  provided, however, that the public parent company of
                  Introducing Firm may name Wexford and accurately describe this
                  Agreement in any filing such company makes with the Securities
                  and Exchange Commission pursuant to either the Securities Act
                  of 1933 or the Securities Exchange Act of 1934.

              C.  Should Introducing Firm in any way hold itself out as,
                  advertise or represent that it is the agent of Wexford,
                  Wexford may, at its option, terminate this Agreement and
                  Introducing Firm shall be liable for any loss, liability,
                  damage, claim, cost or expense (including but not limited to
                  reasonable fees and expenses of legal counsel) sustained or
                  incurred by Wexford as a result of such a representation of
                  agency or apparent authority to act as an agent of Wexford or
                  agency by estoppel.

         10.  Deposit of Collateral

              A.  To ensure Introducing Firm's performance of its obligations
                  under this Agreement (including, without limitation, the
                  payment of Fees, Introducing Firm Failure Costs, Counterparty
                  Failure Costs and Indemnified Losses), there shall be
                  established a securities holding account with Wexford to be
                  opened in the name of Introducing Firm and designated as the
                  Introducing Firm Collateral Account (the "Collateral
                  Account"). The Collateral Account shall at all times contain
                  cash, securities, or a combination of both, having a market
                  value of not less than the sum required by Wexford as of the
                  date of this Agreement; provided that Wexford shall have the
                  right, in its reasonable discretion, to increase upon not less
                  than three business days


                                       11
<PAGE>

                  notice to Introducing Firm, the Collateral Amount to reflect
                  materially changed conditions relating to the Introducing Firm
                  or its business or an unusually high number or value of
                  unresolved errors or fails with respect to Transactions (the
                  "Collateral Amount"). Said securities shall consist only of
                  direct obligations issued by or guaranteed as to principal and
                  interest by the United States and such other securities as
                  Wexford may in writing consent to, in its sole discretion,
                  from time to time. As collateral security for all of its
                  obligations to Wexford under and with respect to this
                  Agreement, Introducing Firm hereby pledges, assigns and grants
                  a first priority security interest and lien to Wexford in and
                  upon all property from time to time now or hereafter in the
                  Collateral Account, and Wexford shall have all rights and
                  remedies with respect thereto of a secured party under the New
                  York Uniform Commercial Code or other applicable law, as well
                  as its other rights hereunder. Introducing Firm represents and
                  warrants that any Collateral shall be free of any lien, pledge
                  or interest other than that of Wexford. Introducing Firm shall
                  be entitled to receive all cash distributions made on or in
                  respect of the securities unless the market value of the cash
                  and/or securities in the Collateral Account is less than the
                  Collateral Amount. If the Collateral Account consists of cash,
                  Wexford shall pay interest to the Introducing Firm on this
                  cash held from time to time at an agreed upon rate. If at any
                  time the market value of the cash and/or securities in the
                  Collateral Account fall below 90% of the Collateral Amount, as
                  determined by Wexford, Wexford may, by notice to Introducing
                  Firm, demand that Introducing Firm deliver additional
                  collateral to the Collateral Account no later than the third
                  following business day to increase the market value to the
                  full Collateral Amount.

              B.  Except as provided herein, Introducing Firm shall not have
                  access to, nor have any right to transfer or withdraw any cash
                  or securities from, the Collateral Account without the prior
                  written consent of Wexford. The Collateral Account shall not
                  be deemed to be margin for any Approved Counterparty accounts.

              C.  Wexford shall have the right to deduct the amount of any and
                  all amounts owed to Wexford hereunder, including without
                  limitation, Fees, Introducing Firm Failure Costs and
                  Counterparty Failure Costs and Indemnified Losses, from the
                  securities collateral, and, in such event, Wexford shall have
                  the right to liquidate the securities in a commercially
                  reasonable manner; provided, however, Wexford agrees to deduct
                  the foregoing amounts first from revenue, pursuant to Section
                  3.C. and then, to the extent revenue is insufficient, from the
                  Collateral Account. Any amounts deducted from revenue or the
                  Collateral Account, which are subsequently determined (by
                  Wexford, mutual agreement, arbitration or otherwise) to be
                  incorrect, excessive or otherwise not the responsibility of
                  Introducing Firm, shall be promptly reimbursed by Wexford to
                  Introducing Firm together with interest thereon (from the date
                  of deduction to the date of reimbursement) calculated at a
                  comparable Treasury rate.

              D.  Within thirty (30) days of the termination of this Agreement,
                  Wexford will (a) effect the payment and delivery to
                  Introducing Firm of the funds and/or securities in the
                  Collateral Account, less any amounts Wexford is entitled to
                  withdraw under the preceding paragraph; provided, however,
                  that Wexford 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, and (b) deliver
                  or cause to be delivered to Introducing Firm (without the
                  reproduction or other copying thereof) all documents and other
                  materials, including customer lists, prepared in connection
                  with this Agreement or


                                       12
<PAGE>

                  the business of Introducing Firm, except for such documents
                  and other materials as Wexford may have destroyed in the
                  normal course of its business or may be required to keep for
                  regulatory purposes or otherwise as may be required by law. In
                  any event, Wexford agrees that no such documents or other
                  materials will be distributed by it to any person or group in
                  or outside Wexford that does not have responsibility for the
                  administration, legal or audit review of this Agreement or
                  transactions thereunder.


         11.  Assignment

                  This Agreement shall be binding upon and inure to the benefit
                  of each party hereto and its successors and assigns.
                  Introducing Firm may not assign its rights and/or obligations
                  hereunder without the prior written consent of Wexford, which
                  consent shall not be unreasonably withheld.

         12.  Amendments; Waiver; Integration

                  Any amendment or supplement to this Agreement and any waiver
                  of any rights hereunder must be in writing signed by the
                  Parties. Further, without limiting the foregoing, no failure
                  to enforce a right, no act or pattern of conduct shall
                  constitute an amendment, supplement or waiver. This Agreement
                  supersedes all other agreements between the parties with
                  respect to the subject matter hereof.

         13.  Governing Law

                  This agreement shall be construed and interpreted in
                  accordance with the internal laws of the state of New York
                  without reference to choice of law principles.

         14.  Arbitration

                  Each party agrees that any claim, dispute, grievance or
                  controversy arising under this Agreement or any Transactions
                  executed or arising therefrom or thereunder shall be settled
                  by arbitration pursuant to and in accordance with Article XI
                  of the NYSE Constitution and the NYSE Arbitration Rules. Each
                  party further agrees to service of process in any arbitration
                  proceeding by mailing of copies thereof (by registered or
                  certified mail, if practicable) postage prepaid, or by telex,
                  to it at an address for notices under this Agreement; and
                  agrees that nothing herein shall affect the other party's
                  right to effect service of process in any other manner
                  permitted by NYSE Arbitration Rules, and that each party shall
                  have the right to bring a proceeding for enforcement of a
                  judgment entered by any arbitration panel against the other
                  party in any court or jurisdiction in accordance with
                  applicable law.

         15.  Termination

                  This Agreement may be terminated by either party upon ninety
                  days' written notice given to the other party at any time, or
                  immediately upon written notice following an


                                       13
<PAGE>

                  Event of Default which event shall occur if (i) either party
                  shall fail to perform or observe any term, covenant or
                  condition to be performed or observed by it hereunder and such
                  failure shall continue to be un-remedied for a period of five
                  business days after written notice from the non-defaulting
                  party to the defaulting party specifying the failure and
                  demanding that the same be remedied; (ii) any representation
                  or warranty made by either party shall prove to be incorrect
                  at any time in any material respect; (iii) a receiver,
                  liquidator or trustee of either party, or of any material
                  property held by either party, is appointed by court order; or
                  either party is adjudicated bankrupt or insolvent; or any of
                  its material property is sequestered by court order and such
                  order is not appealed and stayed within fifteen days of its
                  entrance; or a petition is filed against either party under
                  the 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 fifteen days of such filing, or (iv) either
                  party 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.

         16.  Notices

                  Written notices shall be properly made if hand delivered,
                  mailed (registered mail) or telecopied ("faxed") to the party
                  entitled to receive such notices at the following address or
                  telephone number:

                       To Introducing Firm:
                       Maxcor Financial Inc
                       2 World Trade Center, 84th Floor
                       New York, N.Y. 10048-0697
                       Tel. No:  (212) 748-7040
                       Fax No.: (212) 748-7049
                       Attn.:  Steven Vigliotti, Chief Financial Officer

                       To Wexford:
                       Wexford Clearing Services Corp.
                       One New York Plaza, 34th Floor
                       New York, New York 10292-2034
                       Tel. No.: 212-778-7772
                       Fax No.: 212-778-7622
                       Attn. Thomas S. Dillon, Executive Vice President

         17.   Miscellaneous

                  There will be no Account opened on behalf of any employee or
                  officer of any New York Stock Exchange member organization,
                  self-regulatory organization or other financial institution
                  without the prior written consent of Wexford.

                                       14
<PAGE>

         This Agreement and all transactions in the Accounts, will be subject to
         the applicable constitution, rules, by-laws, regulations and customs of
         any securities market, association, exchange or clearing house where
         such transactions are effected, and also to all applicable NYSE and
         NASD Rules and to all U.S. federal and state laws and regulations.

         All telephone conversations in connection with Transactions under the
         Agreement may be electronically recorded and may be used to resolve any
         uncertainty or any dispute arising in connection with this Agreement or
         any transaction hereunder.


                                       15
<PAGE>

         Please indicate your agreement with the foregoing by signing and
         returning the enclosed copy of this letter.

                            Very truly yours,

                            Wexford Clearing Services Corporation

                            By:      /s/ Thomas S. Dillon
                                     -----------------------------------

                            Name:    Thomas S. Dillon
                                     -----------------------------------

                            Title:   Executive Vice President
                                     -----------------------------------



                            Prudential Securities Incorporated

                            By:      /s/ Daniel Cavanaugh
                                     -----------------------------------

                            Name:    Daniel Cavanaugh
                                     -----------------------------------

                            Title:   Senior Vice President
                                     -----------------------------------



ACCEPTED AND AGREED TO AS OF
THE DATE FIRST SET FORTH ABOVE:

Maxcor Financial Inc

By:      /s/ Keith E. Reihl
         -----------------------------------

Name:    Keith E. Reihl
         -----------------------------------

Title:   Chief Operating Officer
         -----------------------------------





                                       16
<PAGE>




                                                                       Exhibit A
                                                                       ---------

                        Schedule of Specified Securities
                        --------------------------------

      1.       Securitized Adjustable Rate Mortgages

      2.       Asset-backed Securities bearing a credit rating of AA or better

      3.       Collateralized Mortgage Obligations bearing a credit rating
               Have AA or better

      4.       GNMA, FNMA and Freddie Mac Securities

      5.       Brady Bonds

      6.       U.S. Government and Agency Securities

      7.       Sovereign Debt - EuroClear/CEDEL/DTC Eligible

      8.       Euro Bonds

      9.       Corporate Securities

      10.      Convertible Bonds

      11.      Municipal Securities

      12.      High Yield Corporate Bonds


                                       17
<PAGE>


                                                                       Exhibit B
                                                                       ---------

                  RE:  Maxcor Financial Inc.
                       Allocation of Brokerage Account Responsibilities
                       ------------------------------------------------

Ladies and Gentlemen:

         As you know, your account has been introduced to Wexford Clearing
Services Corporation ("Wexford"), a wholly owned, fully guaranteed subsidiary of
Prudential Securities Incorporated ("PSI"), by your brokerage firm, Maxcor
Financial Inc. ("Maxcor"), for the purpose of Wexford's parent, PSI, clearing
trades, as fully disclosed principal, in certain specified securities pursuant
to the clearing services agreement between Maxcor and Wexford.

         Once Wexford enters a trade on its books, you will be considered a
customer of Wexford for purposes of the Securities and Exchange Commission's
financial responsibility rules and the Securities Investor Protection Act.
Nothing herein shall cause customers of Maxcor to be construed as customers of
Wexford for any other purpose..

         In establishing this relationship, Maxcor is acting solely on your
behalf and not on behalf of, or as agent of, Wexford. Maxcor shall remain
responsible for the ongoing relationship that it has with you, and for the
following:

         o  Learning your investment objectives and opening, approving and
            monitoring your account and in all respects complying with Rule 405
            of the New York Stock Exchange.

         o  Reviewing your account and all orders in it and supervising all
            investment advice.

         o  Accepting or rejecting your orders and correcting errors in trade
            details in order to transmit only matching transactions to Wexford.

         o  Ensuring that all the transactions conducted in your account are in
            compliance with all applicable law and rules.

         o  Responding to any inquiries or complaints you may make concerning
            your account.

         o  Supervising all functions performed by Maxcor's employees, including
            investment advisory, sales, trading and account opening and
            approving activities.

         Additionally, Maxcor is responsible to Wexford for supplying all
documentation required by Wexford, notwithstanding the fact that Wexford has at
all times the right to contact you directly regarding its information
requirements. Wexford has at all times the right, exercisable in its sole
discretion, to refuse to accept orders for your account.

         Wexford will be responsible for the following areas:

                                       18
<PAGE>

         o  Clearing as a principal, transactions in your account pursuant to
            Maxcor's instruction.

         o  Maintaining books and records and filing regulatory reports.

         o  Delivering and receiving funds and securities to or from your
            account, transfers of securities, payment of dividends or interest
            and the handling of exchange or tender offers, rights, warrants and
            redemptions in accordance with the last instructions received either
            from you or Maxcor.

         o  Safeguarding funds and securities.

         o  Preparing and transmitting confirmations and statements.

         Any questions you may have concerning the conduct of your account
should be addressed directly to Maxcor.

         You agree that any and all telephone conversations between us with
respect to the contemplated transactions may be tape recorded and we each
authorize the other to do so and we each hereby waive further notice of tape
recording. In the event of any dispute, tapes can be used in any forum in which
a dispute is sought to be resolved.

         THE ATTACHED ADDITIONAL TERMS SET FORTH ADDITIONAL INFORMATION,
PROCEDURES AND LIMITATIONS APPLICABLE TO TRANSACTIONS IN YOUR ACCOUNT. PLEASE
READ IT CAREFULLY. UNLESS AND UNTIL OTHERWISE AGREED AMONG YOU, WEXFORD AND
MAXCOR, THE TERMS OF THIS LETTER, INCLUDING THE ATTACHED ADDITIONAL TERMS, WILL
GOVERN ANY TRADES THAT MAXCOR INTRODUCES TO WEXFORD ON YOUR BEHALF.

                            Very truly yours,

                            WEXFORD CLEARING SERVICES CORPORATION


                            By:
                                ----------------------------------
                                Thomas S. Dillon
                                Executive Vice President


                                       19
<PAGE>




                                ADDITIONAL TERMS
                                ----------------

The following are procedures for trades in the specified securities below which
will be initiated by Maxcor Financial Inc. ("Maxcor"), and in which you and
Wexford Clearing Services Corporation's ("Wexford") parent, Prudential
Securities Incorporated ("PSI"), will act as principals. In general, Wexford
will be responsible for the booking of trades initiated by Maxcor and approved
by Wexford and for maintaining appropriate records of all such transactions and
sending you confirmation. Maxcor. is responsible for adherence to those
securities laws, regulations and rules, that apply to it regarding its own
operations and for supervision of its own personnel.

Authorized employees of Maxcor may, by telephone, directly contact your trading
desk to initiate transactions between you and Wexford. However, such employees
of Maxcor will not be acting as agent for Wexford and no proposed transaction
will be deemed approved or confirmed by Wexford and no such transaction will be
consummated by Wexford until your trading desk compares the transaction by
telephone with Wexford's authorized personnel and Wexford directly confirms by
telephone the transaction. Wexford's parent, PSI, will act as a principal in
each of these back-to-back transactions only after each side, i.e., the purchase
side and the sell side is independently and severally confirmed by Wexford's
authorized personnel. Exceptions to telephonic confirmation will be if trades
are confirmed via GSCC for Government Securities; MBSCC for Mortgage-backed
Securities; MATCH-EM System operated by Emerging Markets Clearing Corporation,
or EuroClear, or CEDEL for Euro Bonds and Emerging Debt Securities (LDC's); and
GEMS MATCH-EM System or EuroClear or CEDEL for Brady Bonds. Wexford agrees that
once a transaction has been so confirmed, Wexford's parent, PSI, is thereafter
acting as principal in the trade, and you agree that you will always act as
principal on the other side of the trade. All your customary documentation for
trades in which you act as principal, regardless of how initiated, should be
sent directly to Wexford and Wexford will send you its usual documentation.

The specified securities are: Securitized Adjustable Rate Mortgages;
Asset-backed Securities bearing a credit rating of AA or better; CMO's bearing a
credit rating of AA or better; GNMA, FNMA and Freddie Mac Securities; Brady
Bonds; U.S. Government and Agency Securities; Sovereign Debt/ EuroClear/CEDEL
eligible; Euro Bonds; Corporate Bonds; Convertible Bonds; Municipal Securities;
High Yield Corporate Bonds.

Euro and Brady Bond transactions should be submitted to Ken Shore for
comparison. Our number is (212) 778-2872; FAX (212) 778-8115/7244/7962.
Confirmations should be sent to Wexford Clearing Services Corporation, Attn: Ken
Shore, One New York Plaza, and 34th floor, New York, N.Y. 10292.

Mortgage trades should be submitted to Len Bialous for comparison. Our number is
212-778-7719; FAX (212) 778-8184. Confirmations of such trades should be sent to
Wexford Clearing Services Corporation, Attn: Len Bialous, One New York Plaza,
34th floor, New York, N.Y. 10292.

Government trades should be submitted to Bruce Wallace for comparison. Our
number is (212) 778-3376. Confirmations of such trades should be sent to:
Wexford Clearing Services Corporation, Attn: Bruce Wallace, One New York Plaza,
12th Floor, New York, NY 10292.

Corporate and Equity transactions should be submitted to Hilda Mele for
comparison. Our number is (212) 778-7746; FAX (212) 778-8184. Confirmations
should be sent to Wexford


                                       20
<PAGE>

Clearing Services Corporation, Attn: Hilda Mele, One New York Plaza, and 34th
floor, New York, N.Y. 10292.

Attached please find a complete list of all delivery instructions.







                                       21
<PAGE>




                                   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, as amended.






                                       22


</TEXT>
</DOCUMENT>
