MAXCOR FINANCIAL GROUP INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>


                   Agreement for Securities Clearance Services

                              Maxcor Financial Inc.
                              ---------------------

This letter sets forth our agreement (the "Agreement"), made as of April 1,
2004, concerning certain clearing services to be performed by Refco Securities,
LLC. ("Refco") 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 National
Association of Securities Dealers Inc. ("NASD")

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") and the rules and regulations of the
               NASD, 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 Refco as of the
               date of this Agreement is accepting as a counterparty for trades
               brokered by Introducing Firm or to which Refco hereafter sends a
               letter in the form of Exhibit B and which, in either case, Refco
               continues to consider acceptable; provided, however, that (i)
               Refco will make no material changes to the form of Exhibit B
               without the prior consent of Introducing Firm and (ii) any
               decision by Refco 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 a sale by an Approved Counterparty to be settled by
               Refco, ("Side One") of Specified Securities and a buy to be
               settled by Refco, 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
               Refco on the same day.

          D.   "Clearing Corporation" means CEDEL/Euroclear or any other
               clearing organization that settles Transactions that Refco 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 Corporation in the form required to settle the
               side to which such counterparty is a party.

                              Page 28 of 59 Pages
<PAGE>

          F.   "Transactions" are any trades transmitted by Introducing Firm
               hereunder to Refco 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 Refco 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 Refco 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 Refco 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 Refco and
          communicated to Introducing Firm from time to time. If the Transaction
          was intended to be a Back-to-Back Transaction, 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, Refco 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 Refco deems that
          it is no longer prudent to accept only one side and (ii) satisfactory
          amounts on deposit in the Collateral Account, in Refco'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
          Refco 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

                              Page 29 of 59 Pages
<PAGE>

          Transactions are in compliance with the Applicable Rules. Such
          responsibility, where applicable, includes, but is not limited to:

                         (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 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 Refco 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 Refco in writing of complaints concerning
                         Refco; (xi) arranging for completion of all Refco forms
                         and providing any supporting documents required for the
                         opening and maintenance of the Account and (xii)
                         promptly furnishing Refco with all information
                         concerning its customer and Introducing Firm's
                         relationship with its customer and any related
                         documents that Refco may reasonably require. Nothing
                         herein shall restrict Refco from making any further
                         inquiry or investigation, as Refco deems necessary.

          Introducing Firm authorizes and directs Refco to (i) furnish promptly
          any written customer complaint received by Refco, 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 Refco 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 Refco is to be directed to and responded
          to by Refco. All such correspondence (including customer inquiries and
          complaints) is to be reviewed and replied to by Refco 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, Refco or Introducing Firm
          shall promptly forward such correspondence to the appropriate party.

                              Page 30 of 59 Pages
<PAGE>

          C.   Volume Limitations
               ------------------

          Introducing Firm shall not transmit to Refco more than the number of
          Transactions per day that Refco informs Introducing Firm from time to
          time constitute the Introducing Firm's volume limit, as set by Refco
          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 Refco unless Refco has earlier indicated orally or
          in writing in the course of the applicable day that it will accept
          such Transactions.

          D.   Indemnification
               ---------------

          Introducing Firm agrees to indemnify and hold harmless Refco, 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) Refco 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 Refco's negligence, Refco's failure to perform its
          obligations under this Agreement, or Refco's willful misconduct. Refco
          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
               --------------------------

          Absent good reason or unforeseen circumstances, 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 Refco so requests, either orally and
          confirmed by fax or in writing.

3.   Responsibilities of Refco
     -------------------------

          A.   Clearing
               --------

          Subject to the exception described in Section 2. A. (i), Refco, is
          obligated to clear only Matching Back-to-Back Transactions and
          Matching Transactions with Approved Counterparties in Specified
          Securities, which entails Refco, 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.

                              Page 31 of 59 Pages
<PAGE>

          (i)     Upon receipt of a transmission of Back-to-Back Transactions
                  from Introducing Firm, Refco 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 Refco, and Refco shall not,
                  unless the Transaction is subsequently accepted by Refco, be
                  principal to the counterparty nor carry the position on its
                  books.
          (ii)    Refco 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 Broker for each Transaction that
                  Refco 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, Refco
                  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 Refco
                  other than a Back-to-Back Transaction, Introducing Firm shall
                  pay to Refco the applicable fees set forth in Schedule A, and,
                  as set forth in Section 5.A., Introducing Firm shall reimburse
                  Refco for all Introducing Firm Failure Costs. Refco, shall
                  settle as fully disclosed principal any Transactions for which
                  Refco has sent a confirmation, pursuant to Section 3.B. The
                  sending of a confirmation shall mean that Refco has taken a
                  position as principal and is therefore carrying such
                  Transactions on its books, notwithstanding that Introducing
                  Firm remains financially responsible to Refco hereunder for
                  any Introducing Firm Failure Costs and Counterparty Failure
                  Costs except in the case of insolvency of an introduced
                  account. Upon prior notice to Introducing Firm, Refco 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 Refco has received a Transaction,
          whichever is later, Refco shall deliver confirmations to all
          counterparties on Transactions that Refco has not rejected pursuant to
          Section 3.A. (i) hereof and that Refco is obligated to transmit to the
          Clearing Corporation, pursuant to Section 3.A. (ii). From the time
          that Refco transmits a confirmation with respect to a Transaction
          pursuant to this Section 3.B, Refco 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 Refco pursuant to the exception described in Section
          2.A (i), Refco 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.

                              Page 32 of 59 Pages
<PAGE>

          C.   Revenue; Fees
               -------------

          Refco 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. Refco
          shall remit to Introducing Firm within five business days of the end
          of each calendar month such amounts remaining after Refco 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.

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

          Refco 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 Refco pursuant to Section 3.A.

          Although Refco 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 and any other applicable margin
          regulations.

          E.   Indemnification
               ---------------

          Refco 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) Refco's failure to perform its
          obligations under this Agreement or (ii) Refco'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 Refco 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, Refco may,
          but shall not be obligated to, assume the defense thereof with counsel
          of its own choosing and at its own expense.

                              Page 33 of 59 Pages
<PAGE>

          F.   Reports
               -------

          Refco 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, Refco shall furnish to Introducing Firm a list
          substantially in the form of Exhibit C hereto, 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 Refco
          promptly, in writing, of those specific reports offered by Refco that
          Introducing Firm requires to supervise and monitor its introduced
          accounts. Annually, within 30 days of July 1 of each year, Refco 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 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, Refco
          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 Refco with a list of
          its chief executive and compliance officers and the name of its
          designated examining authority.

4.   Separate Responsibilities
     -------------------------

          Pursuant to NASD Rule 3230, the parties have allocated between
          themselves in this Agreement responsibility for compliance with all
          applicable laws, rules and regulations of the SEC and NASD. In
          addition, for purposes of the SEC's financial responsibility rules and
          SIPC, the Introducing Firm's customers will be considered customers of
          Refco 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 Refco 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.

                              Page 34 of 59 Pages
<PAGE>

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

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

          In the event Refco 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
          Refco Validated Transactions or (ii) the failure of Introducing Firm
          to transmit to Refco Side One and Side Two on the same day,
          Introducing Firm shall have full responsibility for, and shall pay to
          Refco upon demand, all amounts constituting Refco'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 Refco 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 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 Refco upon demand, all amounts constituting
          Refco'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 Refco
          finds unacceptable Refco 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 Refco
          decides that it is prudent to resume accepting such Transactions
          hereunder. If at any time the number of Transactions that are not

                              Page 35 of 59 Pages
<PAGE>

          Back-to-Back Transactions reaches an amount that Refco finds
          unacceptable (subject to Section 2.A. (i)), Refco may, acting in good
          faith, suspend accepting Transactions from Introducing Firm
          immediately upon written or oral notice, until such time that Refco
          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 Refco 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, Refco and Introducing Firm
          agree as follows:

          1)      Introducing Firm shall identify to Refco in writing all
                  accounts that are, or from time to time may be, proprietary
                  accounts of Introducing Firm. Refco 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;
                           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)      Refco 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.

                              Page 36 of 59 Pages
<PAGE>

          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 Refco) 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 Refco (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
                  Refco.
          8)      If Introducing Firm is a guaranteed subsidiary of Refco or if
                  Introducing Firm guarantees Refco (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, Refco 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, Refco shall provide written notification within 5
                  business days of the date of discovery to Introducing Firm
                  that PAIB assets held by Refco 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 Refco.
          10)     Refco and Introducing Firm shall adhere to the terms of the No
                  Action Letter, including the Interpretations as set forth
                  therein, in all respects.

6.    Fees and Charges
      ----------------

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

7.    Introducing Firm Representations and Covenants
      ----------------------------------------------

          Introducing Firm represents, warrants and covenants to Refco 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.

                              Page 37 of 59 Pages
<PAGE>

          (iii)   It has all the requisite authority in conformity with all
                  Applicable Rules to enter into this Agreement and to retain
                  the services of Refco 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 SEC 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
                  Refco, which requirements shall survive the termination of
                  this Agreement.

8.    Refco Representations and Covenants
      -----------------------------------

Refco represents, warrants and covenants to Introducing Firm, in addition to the
 matters set forth in Exhibit D to this Agreement, as follows:

          (i)     Refco is a member in good standing of the NASD.
          (ii)    Refco 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)   Refco 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)    Refco 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 SEC and (c) the
                  NASD Conduct Rules.
          (v)     The names and addresses of Introducing Firm's customers which
                  have or which may come to Refco's attention in connection with
                  the clearing and related functions it has assumed under this
                  Agreement are confidential and shall not be utilized by Refco
                  except in connection with the functions performed by Refco
                  pursuant to this Agreement. Notwithstanding the foregoing,
                  should any customer of Introducing Firm request, on an
                  unsolicited basis that Refco become its broker, acceptance of
                  such Account by Refco shall in no way violate this
                  representation and warranty, nor result in a breach of this
                  Agreement.
          (vi)    Refco shall keep confidential any information it may acquire
                  as a result of this Agreement regarding Introducing Firm's
                  business and affairs, which requirement together with Refco's
                  obligations under the separate confidentiality agreement
                  between Refco's parent, Refco Group Ltd., LLC and Introducing
                  Firm, dated January 28, 2004 (the "Confidentiality
                  Agreement"), shall survive the termination of this Agreement.

                              Page 38 of 59 Pages
<PAGE>

9.    Nature of Relationship
      ----------------------

          A.   Refco 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 Refco or of any subsidiary or company
               controlled directly or indirectly by or affiliated with Refco.
               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
               Refco, place any advertisement in any newspaper, publication,
               periodical or any other media if such advertisement in any manner
               makes reference to Refco or to the clearing arrangements set
               forth in this Agreement; provided, however, that the public
               parent company of Introducing Firm may name Refco and accurately
               describe this Agreement in any filing such company makes with the
               SEC 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 Refco, Refco 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 Refco as a result of such
               a representation of agency or apparent authority to act as an
               agent of Refco 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 Refco 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 Refco as of the date of this Agreement; provided
               that Refco shall have the right, in its reasonable discretion, to
               increase upon not less than three business days 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 Refco may in
               writing consent to, in its sole discretion, from time to time. As
               collateral security for all of its obligations to Refco under and
               with respect to this Agreement, Introducing Firm hereby pledges,

                              Page 39 of 59 Pages
<PAGE>

               assigns and grants a first priority security interest and lien to
               Refco in and upon all property from time to time now or hereafter
               in the Collateral Account, and Refco 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 Refco. 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, Refco 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 Refco, Refco
               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 Refco. The Collateral Account shall not be deemed to
               be margin for any Approved Counterparty accounts. Neither the
               Collateral Account nor the Collateral Amount shall constitute or
               reflect any ownership interest by Refco in Introducing Firm.

          C.   Refco shall have the right to deduct the amount of any and all
               amounts owed to Refco hereunder, including without limitation,
               Fees, Introducing Firm Failure Costs and Counterparty Failure
               Costs and Indemnified Losses, from the securities collateral,
               and, in such event, Refco shall have the right to liquidate the
               securities in a commercially reasonable manner; provided,
               however, Refco 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 Refco, mutual agreement, arbitration
               or otherwise) to be incorrect, excessive or otherwise not the
               responsibility of Introducing Firm, shall be promptly reimbursed
               by Refco 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,
               Refco will (a) effect the payment and delivery to Introducing
               Firm of the funds and/or securities in the Collateral Account,
               less any amounts Refco is entitled to withdraw under the
               preceding paragraph; provided, however, that Refco 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 the

                              Page 40 of 59 Pages
<PAGE>

               business of Introducing Firm, except for such documents and other
               materials as Refco 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, Refco agrees
               that no such documents or other materials will be distributed by
               it to any person or group in or outside Refco that does not have
               responsibility for the administration, legal or audit review of
               this Agreement or transactions thereunder.

11.   USA PATRIOT Act and Anti-Money Laundering Regulatory Obligations
      ----------------------------------------------------------------

          Each of the parties hereto agrees that it is responsible for complying
          with all applicable anti-money laundering ("AML") legal and regulatory
          rules and reporting requirements, including but not limited to the USA
          PATRIOT Act and its implementing regulations. Without limiting the
          generality of the foregoing, the parties agree as follows:

A.  Introducing Firm's AML Responsibilities

  1.  Introducing Firm represents and warrants to Refco that:

     a.  To the best of Introducing Firm's knowledge, it is not doing business
         with foreign shell banks and is in compliance, as of the date of this
         Agreement and shall continue to be in compliance in the future, with
         Section 313 of the USA PATRIOT Act (Prohibition on United States
         Correspondent Accounts With Foreign Shell banks) and, to the extent
         applicable, any corresponding regulations issued by the Department of
         the Treasury on foreign banks and foreign shell banks in furtherance of
         Section 313;
     b.  it is responsible for and has appropriate procedures for: (i)
         determining which of its Approved Counterparties are foreign banks;
         (ii) obtaining the required ownership and agent information from any
         such Approved Counterparties; (iii) determining whether any of its
         Approved Counterparties are, or are acting on behalf of, foreign shell
         banks; (iv) closing, or refusing to accept as applicable, accounts
         where Introducing Firm determines that an Approved Counterparty is, or
         is acting on behalf of, a foreign shell bank, or where Introducing Firm
         is unable to obtain the required information; and (v) providing prompt
         notice to Refco of any circumstances requiring Introducing Firm to
         terminate an Account pursuant to USA PATRIOT Act (e.g., ss. ss. 313,
         319); and
     c.  it has obtained from each foreign bank for which it currently maintains
         an Account, and shall obtain from any such Accounts opened in the
         future, a completed certification/re-certification (in the form set
         forth in the USA PATRIOT Act and its implementing regulations)
         identifying: (i) the owners of such foreign bank; and (ii) the name and
         address of a person who resides in the United States and is authorized
         to accept service of legal process for records regarding the foreign
         bank. Introducing Firm shall collect and maintain all such
         certifications/re-certifications and forward copies to Refco. Refco
         shall review certifications/re-certifications received from Introducing
         Firm for completeness. Introducing Firm agrees that, in addition to any
         other rights Refco has under the Agreement, Refco has the right to
         close or restrict an Account should such certification not be obtained.
         Refco will use reasonable efforts to notify Introducing Firm prior to
         taking such action.

                              Page 41 of 59 Pages
<PAGE>

  2.  Introducing Firm is, and shall remain throughout the term of this
      Agreement, in compliance with the Bank Secrecy Act ("BSA") and any
      amendments thereto, to the extent applicable, which now requires, or in
      the future may require, among other things:

        a.  reports of any transaction over $10,000 in currency, including
            multiple transactions occurring during the course of the same day,
            on a Currency Transaction Report, Form 4789 ("CTR");
        b.  record-keeping, including collecting and maintaining records
            concerning wire fund transfers of $3,000 or more and verification of
            the identity of transmitters and recipients of such funds that are
            not established customers; and
        c.  reports of any transaction of more than $10,000 in currency or
            monetary instruments into or outside of the U.S., on a Report of
            International Transportation of Currency or Monetary Instruments
            Form 4790 ("CMIR").

  3.  Introducing Firm will consult with Refco, if reasonably feasible under the
      circumstances, when required to file any AML reports concerning an Account
      and will provide Refco, where permitted by applicable law, with any
      information Refco requests relating to such reports. Introducing Firm
      shall provide Refco, where permitted by applicable law, with a copy of all
      Forms CTR, CMIR and SAR-SF it files and any other reports Introducing Firm
      is required to file, in each case pursuant to applicable AML laws, rules
      and regulations, concerning any Account, and shall attach an explanation
      of the action Introducing Firm has taken with respect to the Account
      internally.

  4.  Introducing Firm will file on an annual basis a notice with the U.S.
      Treasury Department for purposes of sharing information, as described in
      ss. 314(b) of the USA Patriot Act. Introducing Firm will provide Refco
      with a copy of such notice.

  5.  Introducing Firm represents and warrants that it is responsible for
      conducting, to the extent applicable, any special due diligence with
      respect to any private banking accounts and correspondent accounts as
      described in USA PATRIOT Actss.312 and other types of Accounts it
      introduces to Refco pursuant to this Agreement and that it has appropriate
      procedures for: (i) determining which of its Approved Counterparties are
      subject to special due diligence requirements; (ii) determining the
      appropriate level of due diligence to apply to various types of private
      banking customers, if any (iii) performing the necessary due diligence;
      (iv) closing (or refusing to accept, as applicable) Accounts where
      Introducing Firm is unable to perform adequate due diligence, or as
      otherwise appropriate; (v) preventing, detecting, investigating and
      reporting suspicious or unusual activity relating to such Accounts; and
      (vi) making and keeping the necessary documentation for such Accounts.

  6.  Introducing Firm is responsible for obtaining and verifying all necessary
      customer identification information and documentation and otherwise
      conducting all AML "know your customer" measures. Introducing Firm is
      responsible for providing notice (prior to new Account opening as
      described in the final rule under USA PATRIOT Act ss. 326) to such

                              Page 42 of 59 Pages
<PAGE>

      customers that it is requesting applicable information to verify their
      identities. Introducing Firm is responsible for maintaining appropriate
      identification and verification procedures and implementing a customer
      identification program that takes into account, among other things, the
      following factors: Introducing Firm's size; location and customer base;
      the method by which customers open accounts; and the types of accounts and
      transactions offered by Introducing Firm. USA PATRIOT Act ss. 326.

  7.  Introducing Firm is responsible for compliance with any applicable special
      measures imposed by the Secretary of the Treasury for jurisdictions,
      financial institutions, or international transactions of primary money
      laundering concern (USA PATRIOT Act ss. 311).

B.  Refco's AML Responsibilities

  1.  Refco shall perform, where practicable, a non-documentary "negative
      verification" function by screening customer names against a fraud
      database. Refco shall provide any adverse information obtained from such
      screening to Introducing Firm.

  2.  Refco shall make available to Introducing Firm a package of AML reports in
      order to assist Introducing Firm in identifying suspicious activity with
      respect to its Accounts. Such reports are included in those described in
      Section 3.F of this Agreement. Introducing Firm shall be responsible for
      setting relevant parameters with respect to such reports based upon its
      business and present and anticipated customer activity. Refco will provide
      training to Introducing Firm in the use of systems made available to
      Introducing Firm by Refco.

  3.  Refco will also, where practicable, make available to Introducing Firm
      various AML tools, such as new account forms.

  4.  Refco will be in compliance with all record-keeping requirements in
      connection with its responsibilities pursuant to this Agreement.

  5.  Refco is, and shall remain throughout the term of this Agreement, in
      compliance with the Bank Secrecy Act ("BSA") and any amendments thereto,
      to the extent applicable.

  6.  Refco will consult with Introducing Firm, if reasonably feasible under the
      circumstances, when required to file any AML reports concerning an Account
      and will provide Introducing Firm, where permitted by applicable law, with
      any information Introducing Firm requests relating to such reports. Refco
      shall provide Introducing Firm, where permitted by applicable law, with a
      copy of all Forms CTR, CMIR and SAR-SF it files and any other reports
      Refco is required to file, in each case pursuant to applicable AML laws,
      rules and regulations, concerning any Account, and shall attach an
      explanation of the action Refco has taken with respect to the Account
      internally.

C.  Further Allocations and Agreements regarding AML Responsibilities:

                              Page 43 of 59 Pages
<PAGE>

  1.  Each of the parties agrees to comply with the BSA and its requirement to
      report suspicious transactions to FinCEN by filing an SAR-SF. Introducing
      Firm has the primary responsibility for monitoring for suspicious activity
      of its Approved Counterparties and filing any SAR-SF where warranted
      pursuant to Section 356 of the USA Patriot Act. To the extent Refco
      identifies any suspicious activity, it will communicate the same to
      Introducing Firm, where permitted by law. In the event Refco identifies to
      Introducing Firm a transaction that appears to be suspicious, Introducing
      Firm is responsible for undertaking the appropriate follow-up measures,
      such as performing an investigation, blocking or closing an Account,
      notifying law enforcement, or filing a SAR-SF or other report. Introducing
      Firm agrees to report the results of any such follow-up measures, upon
      request and where permitted by law, to Refco or, if applicable, provide an
      explanation as to why it chose not to take any action. Not withstanding
      the foregoing, Refco reserves the right to undertake whatever follow-up
      measures it deems appropriate, including but not limited to, filing a
      SAR-SF, in which event, it will report such measures, upon request and
      where permitted by law, to Introducing Firm.
  2.  Each of the parties agrees to comply with the applicable rules of the SEC
      and applicable self-regulatory organizations relating to currency
      reporting, suspicious activity reporting and related record-keeping
      requirements; applicable state reporting and record keeping requirements
      with regard to certain currency transactions, transportation of currency
      or monetary instruments, or reports of suspicious activity; and to comply
      with applicable federal, state and international criminal and civil
      prohibitions against money laundering;
  3.  Refco and Introducing Firm have each established, implemented and shall
      enforce and maintain a written anti-money laundering compliance program
      ("AML Program") as required by the USA PATRIOT Actss.352 and the rules of
      any applicable self-regulatory organizations (NASD Rule 3011). Such
      program is reasonably designed to achieve and monitor such party's ongoing
      compliance, to the extent applicable, with the BSA and implementing
      regulations promulgated thereunder. Such program consists of, at a
      minimum: establishment of policies, procedures and controls that can be
      reasonably expected to detect and cause the reporting of suspicious
      transactions; designation of an employee responsible for implementing and
      monitoring the program; employee training; and independent testing for
      compliance. Introducing Firm and Refco shall notify such party's relevant
      self-regulatory organization of its designated AML officer.
  4.  Each of the parties agrees to respond to requests made by FinCEN on behalf
      of a federal law enforcement agency investigating terrorist activity or
      money laundering; and submitting a notice to FinCEN concerning voluntary
      information sharing, and complying with all requirements concerning the
      confidentiality of shared information (USA PATRIOT Act ss. 314).
  5.  Refco agrees that it will screen for Office of Foreign Assets Control
      ("OFAC") purposes for all new Accounts and for third party outgoing and
      incoming wires. If it is readily apparent from the initial screening that
      the individual or entity is subject to OFAC restrictions, Refco will not
      permit the Account to be opened or an outgoing wire to be sent, and inform
      Introducing Firm of same. In the case of an incoming wire, the funds will

                              Page 44 of 59 Pages
<PAGE>

      be frozen in the client's account, and Refco will inform Introducing Firm
      of same. If it is not readily apparent that it is subject to restriction,
      Refco will forward the information to Introducing Firm whose
      responsibility it is, in accordance with this Agreement and applicable
      laws, to determine whether the individual/entity is identified on the OFAC
      list and whether it is permissible for Introducing Firm to open an Account
      and transact business.
  6.  In no way does such screening by Refco lessen or relieve Introducing Firm
      from its obligation to have policies, procedures and systems to screen for
      and to take reasonable steps to monitor that Introducing Firm is not
      dealing with individuals, entities or countries on the OFAC list.
      Introducing Firm's continuing to do business with such individual/entity
      certifies to Refco that Introducing Firm has complied with all applicable
      laws, rules and regulations regarding Introducing Firm's ability to
      transact business with the identified individual/entity.

12.  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 Refco, which consent shall not be unreasonably withheld.

13.  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 prior dated agreements between the parties
      with respect to the subject matter hereof, other than the Confidentiality
      Agreement.

14.  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.

15.  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 the NASD Uniform Code of Arbitration. 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 NASD
      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.

                              Page 45 of 59 Pages
<PAGE>

16.  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 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 material
      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.

17.  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
                               One Seaport Plaza - 9th floor
                               New York, N.Y.  10038
                               Tel. No:  (646) 346-7215
                               Fax No.:  (646) 346-6920
                               Attn.:  Steven Vigliotti, Chief Financial Officer

                               To Refco:
                               Refco Securities, LLC
                               200 Liberty Street - 24th floor
                               One World Financial Center
                               New York, New York 10281
                               Tel. No.: 212 - 693-7684
                               Fax No.:  212 - 693-
                               Attn. Thomas S. Dillon, Executive Vice President

                              Page 46 of 59 Pages
<PAGE>

18.  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 Refco.

      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 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.

                              Page 47 of 59 Pages
<PAGE>

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



                                             Very truly yours,

                                             REFCO SECURITIES LLC


                                             By: /s/ THOMAS S. DILLON
                                                 -------------------------------

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

                                             Title: Executive 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
       -----------------------------------------------

                              Page 48 of 59 Pages

<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 and Exchange Act
of 1934, as amended.


                              Page 49 of 59 Pages
<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

                              Page 50 of 59 Pages
<PAGE>

                                                                       Exhibit B
                                                                       ---------


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


Ladies and Gentlemen:

         As you know, your account has been introduced to Refco Securities, LLC
("Refco"), by your brokerage firm, Maxcor Financial Inc. ("Maxcor"), for the
purpose of Refco clearing trades, as fully disclosed principal, in certain
specified securities pursuant to the clearing services agreement between Maxcor
and Refco.

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

         In establishing this relationship, Maxcor is acting solely on your
behalf and not on behalf of, or as agent of, Refco. 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 Refco.

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

         Refco will be responsible for the following areas:

                              Page 51 of 59 Pages
<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, REFCO AND
MAXCOR, THE TERMS OF THIS LETTER, INCLUDING THE ATTACHED ADDITIONAL TERMS, WILL
GOVERN ANY TRADES THAT MAXCOR INTRODUCES TO REFCO ON YOUR BEHALF.


                                            Very truly yours,

                                            REFCO SECURITIES, LLC



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

                              Page 52 of 59 Pages
<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 Refco Securities, LLC ("Refco"), will act as principals. In general,
Refco will be responsible for the booking of trades initiated by Maxcor and
approved by Refco 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 Refco. However, such
employees of Maxcor will not be acting as agent for Refco and no proposed
transaction will be deemed approved or confirmed by Refco and no such
transaction will be consummated by Refco until your trading desk compares the
transaction by telephone with Refco's authorized personnel and Refco directly
confirms by telephone the transaction. Refco, 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 Refco's authorized
personnel. Exceptions to telephonic confirmation will be if trades are confirmed
via GSCC for Government Securities; MBSCC for Mortgage-backed Securities;
Central Comparison by EMCC, or EuroClear, or CEDEL for Euro Bonds and Emerging
Debt Securities (LDC's); or EuroClear or CEDEL for Brady Bonds. Refco agrees
that once a transaction has been so confirmed, Refco, 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 Refco and Refco 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 Herb Whalen for
comparison. Our number is (212) 693- ; FAX (212) 693- ; Confirmations should be
sent to Refco Securities, LLC, Attn: Herb Whalen, World Financial Center, 200
Liberty Street, Tower A, New York, N.Y. 10281-1098.

         Mortgage trades should be submitted to Len Bialous for comparison. Our
number is (212) 693- ; FAX (212) 693- ; Confirmations of such trades should be
sent to Refco Securities, LLC, Attn: Len Bialous, World Financial Center, 200
Liberty Street, Tower A, New York, N.Y. 10281-1098.

         Government trades should be submitted to Maryanne Alfano for
comparison. Our number is (212) 693- ; Confirmations of such trades should be
sent to: Refco Securities, LLC, Attn: Maryanne Alfano, World Financial Center,
200 Liberty Street, Tower A, New York, N.Y. 10281-1098.

                              Page 53 of 59 Pages
<PAGE>

         Corporate and Equity transactions should be submitted to John Lombardi
for comparison. Our number is (212) 693- ; FAX (212) 693- ; Confirmations should
be sent to Refco Securities, LLC, Attn: World Financial Center, 200 Liberty
Street, Tower A, New York, N.Y. 10281-1098.

         Attached please find a complete list of all delivery instructions.

                              Page 54 of 59 Pages
<PAGE>

                                                                       Exhibit C
                                                                       ---------

         Attached is a list of reports offered to Maxcor Financial Inc. to
assist Maxcor to supervise and monitor its introduced accounts in order for
Maxcor to carry out its functions and responsibilities.

                                             Yes      No       Price

Broker Registration Tracking System         ____     ____

And /or Blue Sky Validation Reports         ____     ____     $600 per month

Trade Blotter                               ____     ____     $500 per month

Mutual Fund Switch Supervision              ____     ____     $200 per month

Options Exceptions Report                   ____     ____     $200 per month

Active Accounts Report                      ____     ____     $200 per month

Anti-Money Laundering Reports               ___      ____              FREE

Incomplete and Missing Client Profile                ____     ____     FREE

Maxcor understands that Refco will not be reviewing any of the exception reports
and/or systems for any purpose and that Maxcor is responsible for using these
systems and reports to help comply with Maxcor's statutory and regulatory
responsibilities. Please supply the following names:

Designated Examining Authority:     ______________________________

Chief Executive Officer:            ______________________________

Chief Compliance Officer:           ______________________________

                              Page 55 of 59 Pages
<PAGE>

                                                                       Exhibit D
                                                                       ---------

Refco hereby represents that it maintains, and shall enforce, written
supervisory procedures with respect to the issuance of negotiable instruments
(checks, wires) for which Refco is the maker or drawer.

Refco hereby represents that its supervisory procedures include the following
minimum standards:

           o   all checks and check stock are maintained in a secure location;
           o   the cashiering staff is adequately trained and that each person
               is responsible and accountable for their specific duties relative
               to the distributions of assets from customer accounts;
           o   only designated individuals are authorized to sign checks;
           o   two authorized signatures are required on each check;
           o   ensures that a written letter of authorization will be
               requested and obtained from the client prior to the disbursement
               of customer funds to a third - party for further delivery to the
               customer;
           o   will mail to the customer's address of record, a confirmation
               or charge advice, indicating that funds were disbursed via check
               from the customer's account based on the written instructions
               received. (Refco will mail advices to Maxcor' s customers with
               respect to wire transfers out of their accounts);
           o   that all voided checks will be recorded as such and returned to
               Refco' s Bank Control Department;
           o   will immediately place stop payments on any check that cannot
               be accounted for by client notification or self audit of check
               stock;
           o   will retain serial registers in the form of the NCR copies of
               checks prepared each day; management shall conduct unannounced
               self-audits of the entire cashiering process and check stock to
               ensure that these procedures are being adhered to and that the
               check stock is accounted for

                               Page 56 of 59 Pages

</TEXT>
</DOCUMENT>
