Thursday, August 28, 2008

Member NASD SIPC

J GIORDANO SECURITIES GROUP WEBSITE TERMS OF SERVICE

The following terms and conditions of use (the "Terms and Conditions") govern your use of this J Giordano Securities LLC d/b/a J Giordano Securities Group (“JGIO”) Website (the "Site"). The Site is made available by or on behalf of JGIO for use by its institutional clients (as defined in Rule 15a-6 of the Securities Exchange Act of 1934, as amended (“Rule 15a-6) (“Customer”) and its non-affiliated third party international brokers (“Third Party Brokers”) who have entered into contractual relationships with JGIO pursuant to JGIO’s Global Broker Network.

JGIO may change this Terms and Conditions from time to time, and at any time, with or without notice to you, by posting such changes on the Site. BY USING THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AS APPLIED TO YOUR USE OF THE SITE. If you do not agree to these Terms and Conditions, you may not access or otherwise use the Site. By using the Site following any modifications to these Terms and Conditions, you agree to be bound by such modifications to the Terms and Conditions.

1. Services Available on the Site. We may make certain content and services available to you on or through the Site. For example, the Site may include functions, tools, and/or services provided by us or by third parties that permit you to review and obtain information pertaining to the services (collectively, the "Tools"). We may also make available to you through the Site financial information that we may develop or research reports that we may obtain from Third Party Brokers, pursuant to Rule 15a-6. This includes, without limitation, financial market data, quotes, news, analyst opinions, and research reports (collectively, "Market Information"). Except as expressly required by applicable laws, rules or regulation, JGIO does not endorse or approve third party Tools or Market Information, and we make them available to you only as a service and convenience and if you elect to use them.

Except as expressly required by Rule 15a-6, neither JGIO nor its Third Party Brokers (1) guarantee the accuracy, timeliness, completeness or correct sequencing of Tools and/or Market Information, or (2) warrant any results from your use or reliance on Tools and/or Market Information or any results or lack of results there from. Market Information may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither JGIO nor any Third Party Broker will be obligated to update any tools (including without limitation, the Tools) or any information or opinions contained in any Market Information. You agree that neither JGIO nor any third party will be liable to you in any way for the termination, interruption, delay, or inaccuracy of any Tools or Market Information. You will not redistribute or facilitate the redistribution of any Tools or Market Information. The content and services described in this section (including without limitation the Tools and the Market Information), as well as any other content and services on or through the Site, are collectively referred to herein, together with the Site, as the "Site".

2. Proprietary Rights. As between you and JGIO, JGIO and/or its Third Party Brokers or other third party providers, JGIO shall own, solely and exclusively, all rights, title and interest in and to the Site, all the content, code and materials thereon, including but not limited to the Marketing Information and the Tools, the user interface ("the look and feel"), design and organization of the Site, and the compilation of the content, code, data and materials on the Site, including, but not limited to, all intellectual property and proprietary rights therein or thereon. Your use of the Site does not grant to you ownership of, or any other rights in or to, any content, code, data or materials you may access on or through the Site, including without limitation any Tools and Market Information. You may view the content on the Site solely for your own, internal, business, and lawful purposes on a single personal computer, and make a single copy or printout of the content on the Site for your business use only. You may not otherwise copy (including without limitation by spidering or screen scraping), reproduce, distribute or otherwise exploit any content, code, data or materials on the Site. Commercial use or exploitation of the Site or any portion thereof (including without limitation Tools and Market Information) is strictly prohibited. If you use the Site other than as provided above, you may violate copyright and other laws of the United States, other countries, international treaties and state laws and may be subject to civil and criminal liability for such unauthorized use. JGIO does not grant any license or other authorization to you of our logos, trade names, trademarks, service marks or other commercial indicia.

3. User Information.

a. Types of User Information. In the course of your use of the Site, JGIO may collect general information that does not identify you as an individual, such as how you navigated through the Site and which pages of the Site you display. Additionally, we will collect other information, including what research reports you have viewed, when you viewed each research report, how you viewed the information (via email notice or from the Site) and the IP address from where you viewed the research reports. [We do not currently collect personally identifiable information (information that could be used to identify you as an individual) through the Site]. However, if and when such personally identifiable information is obtained by us through the Site or through other means (such as your filling out an account application with us), our collection and use of such personally identifiable information shall be governed by our Privacy Policy, as it may be amended from time to time.

b. Collection and Use of Non-Personally-Identifiable Information. As with many Websites, we may use "cookies" and/or other technology (e.g., web bugs, e-mail bugs, clear GIFs, web beacons and tracker GIFs) in the Site or in our communications with you to enhance the functionality of the Site and to make your transactions and other activities more convenient and efficient (collectively, "Tracking Technologies"). These Tracking Technologies may vary, but in some cases may involve a small file stored locally on the computer you use to access the Site, and may be used by us to store and collect information relating to your viewing and use of the Site. Such information may be used to provide services via the Site, process your requests for information, contact you, or to send you information. This information may also be used to evaluate what portions of the Site are more popular than others, determine where visitors came from, where they go, and how long they stay on a particular page, or the Site in general. We may collect your Internet Protocol ("IP") address to help diagnose problems with our server, administer our Site and identify our users. We may also use such Tracking Technologies to remember user preferences or minimize the need for you to re-enter information. All such information as described in this paragraph that we collect is referred to as "Use Data".

JGIO may share Use Data with others, such as our employees and affiliates, and our Third Party Brokers or other third party providers who may provide services for or through the Site. We may transfer, sell or assign Use Data to third parties as a result of a sale, merger, consolidation, change in control, transfer of assets, reorganization or liquidation. JGIO reserves the right to disclose Use Data if required or permitted by law, rule or regulation or to protect or defend our rights or the rights or well being of one or more of our users or if you are involved (or are reasonably suspected to be involved) in any illegal activity, even without a subpoena, warrant or court order.

Using the Service: You will need to provide us with your User ID and Password in order to gain access to certain Services. You will receive each after the registration process is completed. You agree not to disclose your Password to others, and to notify us immediately if you believe its confidentiality has been compromised. You agree to log off your account at the end of each session, so that no one else can gain access to the Services through your Site account. We reserve the right to log off accounts that are inactive for an extended period of time. You are responsible for all use made of your account.

4. Tools and Market Information. Although JGIO, its Third Party Brokers or other third parties may provide information relating to investment approaches and opportunities to buy or sell securities, you should not construe any Market Information, features, Tools or other content available on or through the Site as legal, tax, investment, financial or other advice of any kind for any purpose. Nothing contained in any content on our Site constitutes a solicitation, recommendation, endorsement, or offer by us, our Third Party Brokers or any other third party provider to buy or sell any securities or other financial instruments, or conduct any other transaction or take any action of any kind.

You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any Tools or Market Information or any other content on or available through the Site before making any decisions based on such Tools, Market Information or other content. You agree not to hold us or any third party provider liable for any possible claim for damages arising from any decision you make based on Market Information, Tools or other content made available to you on or through the Site. By your use of the Site, you agree that should you require any additional information regarding, or to effect any transaction in any security discussed in any Market Information provided by this Site, that you should contact and place any such order only with JGIO.

5. User Conduct. You warrant and agree that you shall not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other users’ use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided on or through the Site.

With the exception of applications commonly known as web browser software, or applications which may be formally promoted, endorsed or approved by us in writing for such purpose, you agree not to use any software, program, application or any other device to access or log on to the Site, including our computer systems, Web site or proprietary software or to automate the process of obtaining, downloading, transferring or transmitting any Market Information, Tools, or any other content to or from the Site, including JGIO’s or its Third Party Brokers or third party providers' computer systems, website or proprietary software.

Your use of the Site is at your own risk.

You agree to defend, indemnify and hold harmless JGIO and its directors, officers, employees, agents, subsidiaries and affiliates from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Site, including but not limited to, your use of content, Tools, Market Information or any other information or other materials offered on or provided through the Site, or your breach or alleged breach or violation of the law or of these Terms and Conditions.

6. Disclosure of Potential Relationships. JGIO and/or its employees, agents or directors as well as its affiliates, consultants, Third Party Brokers and other third party providers may have clients with positions in securities or companies referenced in Market Information and may, as principal or agent, buy such securities from or sell such securities to our other clients. From time to time, JGIO may perform investment banking or other services for, or solicit such services from, companies mentioned in Market Information. From time to time, we or a third party provider may be unable to provide Market Information or other content with respect to certain companies with which we or the third party provider or its affiliates shall have certain business relationships. JGIO shall have no obligation to provide any such information and shall have no liability in connection therewith to you or any third party.

7. DISCLAIMER OF WARRANTIES.

EXCEPT AS EXPLICITLY REQUIRED BY RULE 15A-6 (AS DEFINED HEREIN), THIS SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTIONS AND MATERIALS (INCLUDING, BUT NOT LIMITED TO, TOOLS AND MARKET INFORMATION) THEREIN OR THEREON, IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, APPLICABILITY, APPROPRIATENESS OR CONTENT OF MARKET INFORMATION OR OTHER CONTENT, OR TOOLS, OR ANY RESULTS THEREFROM OR ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND JGIO HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED. EXCEPT AS REQUIRED BY RULE 15A-6, JGIO DOES NOT WARRANT THAT THE SITE OR THE MARKET INFORMATION, TOOLS, OTHER CONTENT, SERVICES, FUNCTIONS OR MATERIALS CONTAINED THEREIN OR THEREON WILL BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. JGIO MAKES NO WARRANTY THAT THE SITE OR ANY PORTION THEREOF WILL MEET YOUR OR ANY CUSTOMER’S REQUIREMENTS OR PRODUCE ANY DESIRED RESULTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER VERBAL OR WRITTEN, OBTAINED BY YOU FROM US OR ON OR THROUGH THE SITE SHALL CREATE ANY OBLIGATION ON, OR WARRANTY BY, US NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE IN ANY WAY, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

8. LIMITATION OF LIABILITY.

EXCEPT AS SPECIFICALLY REQUIRED BY RULE 15A-6, IN NO EVENT SHALL JGIO OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, USERS OR THIRD PARTY SERVICE OR CONTENT PROVIDERS (COLLECTIVELY, THE "PROTECTED ENTITIES") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSS ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE MARKET INFORMATION, TOOLS, OTHER CONTENT, MATERIALS, AND FUNCTIONS RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR LOST DATA, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. EXCEPT AS EXPRESSLY PROVIDED BY FEDERAL LAW, RULE OR REGULATION, NEITHER JGIO NOR ANY PROTECTED ENTITIES SHALL BE LIABLE FOR, OR IN CONNECTION WITH, ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF YOU OR ANY OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DIRECT DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) IN THE AGGREGATE ARISING FROM, OR RELATING IN ANY WAY TO, THESE TERMS AND CONDITIONS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, TEN DOLLARS ($10.00).

IT IS EXPRESSLY UNDERSTOOD THAT NONE OF THE THIRD PARTY BROKER RESEARCH REPORTS DISSEMINATED THROUGH THIS SITE HAVE BEEN PREPARED BY A BROKER-DEALER REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR A MEMBER OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS. THUS, THE NASD RULES ON RESEARCH ANALYSTS AND RESEARCH REPORTS AND THE ATTENDANT RESTRICTIONS AND REQUIRED DISCLOSURES DO NOT APPLY TO THE THIRD PARTY BROKERS WHO HAVE FURNISHED RESEARCH REPORTS TO THIS SITE.

YOU EXPRESSLY AGREE THAT, SHOULD YOU WISH TO EFFECT ANY TRANSACTION IN ANY SECURITY (AS SUCH TERM IS DEFINED BY RULE 15A-6), DISCUSSED IN ANY RESEARCH REPORT DOWNLOADED PURSUANT TO THIS SITE, YOU SHOULD CONTACT AND MAY ONLY PLACE ORDERS WITH JGIO. JGIO DOES NOT ACCEPT OR RECEIVE ANY COMPENSATION OF ANY KIND FOR THE DISSEMINATION OF RESEARCH REPORTS ON BEHALF OF THE GLOBAL BROKER NETWORK. ANY AND ALL RESEARCH REPORTS PROVIDED BY THIS SITE ARE INTENDED SOLELY FOR INSTITUTIONAL CLIENTS AND FOR INFORMATIONAL PURPOSES ONLY IT IS AGREED THAT YOU SHALL, IN ALL INSTANCES, MAKE YOUR OWN INDEPENDENT INVESTMENT DECISIONS WITHOUT UNDUE RELIANCE ON ANY RESEARCH REPORT DOWNLOADED FROM THIS SITE. JGIO DOES NOT RECEIVE ANY COMPENSATION OF ANY KIND FROM THIRD PARTY BROKERS FOR THE DISSEMINATION OF ANY RESEARCH REPORTS FROM THIS SITE.

9. Links From and to the Site. You acknowledge and agree that JGIO shall have no responsibility for websites to which you may link or otherwise gain access from the Site ("Linked Sites"), including, but not limited to, the accuracy or availability of information provided thereby. Links to Linked Sites do not constitute an endorsement by JGIO or association with JGIO to any of such Linked Sites or the content, products, advertising or other materials presented on or through such Linked Sites. JGIO does not author, edit, or monitor these Linked Sites. You acknowledge and agree that JGIO is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Linked Sites or on any content, goods or services available on such Linked Sites. You acknowledge that some or all Tools and/or Market Information may be provided via Linked Sites. You also acknowledge and agree that (i) your use of all Linked Sites and the functions, content and other features contained in Linked Sites (including without limitation any Tools and/or Market Information) shall be governed by the terms of use and privacy policies applicable to those Linked Sites and (ii) you are solely responsible for reading and following such terms of use and privacy policies of all Linked Sites you access. If you do not agree with such terms of use and/or privacy policies applicable to any Linked Site, you are advised not to access or use such Linked Site.

10. Modifications to the Site and the Services. JGIO reserves the right, at any time and for any reason, in our sole discretion, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, content, services, features or hours of availability. JGIO may also impose limits on certain features of the Site or restrict your access to part or the entire Site without notice or penalty.

11. Trademarks. All content, trademarks, services marks, trade names, logos, and icons (collectively, "Marks") are proprietary to JGIO or to our affiliates, licensors or agents (including third party service or content providers). Other third-party products and brand names may be trademarks or registered trademarks of their respective owners, including those products and brand names of JGIO’s Third Party Brokers, and may not be affiliated with JGIO. Nothing contained in these Terms and Conditions, on the Site or through your use of the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Mark displayed on or through the Site or in any content on, or available through, the Site without our written permission or the permission of such third party that may own the Marks. Your use of the Marks displayed on the Site or in any content on, or available through, the Site, except as provided herein, is strictly prohibited.

12. Copyright Agent. JGIO respects the intellectual property rights of others, and require that users of our Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the "Copyright Agent" named below:

• Your address, telephone number, and email address; • A description of the copyrighted work that you claim has been infringed; • A description of where the alleged infringing material is located; • A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law; • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Copyright Agent:

Joseph M. Pastore III, Esq.

Managing Partner

Dreier LLP

One Landmark Square

20th Floor

Stamford, CT 06901

(203) 425-9500

E-mail: jpastore@dreierllp.com

13. Miscellaneous.

a. Choice of Law. THE TERMS AND CONDITIONS AND THE RELATIONSHIP BETWEEN YOU AND JGIO SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CONNECTICUT, OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO ANY CONFLICT OF LAW PROVISIONS. YOU AGREE THAT ANY CAUSE OF ACTION THAT MAY ARISE UNDER THESE TERMS AND CONDITIONS SHALL BE COMMENCED AND BE HEARD IN THE APPROPRIATE STATE OR FEDERAL COURT IN THE STATE OF CONNECTICUT, COUNTY OF FAIRFIELD. YOU AGREE TO SUBMIT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF THE COURTS LOCATED WITHIN FAIRFIELD COUNTY IN THE STATE OF CONNECTICUT.

b. Waiver of Jury Trial. ALL PARTIES HERETO WAIVE TRIAL BY JURY WITH RESPECT TO ANY DISPUTE RELATING TO THESE TERMS AND CONDITIONS OR YOUR OBTAINING PRODUCTS OR SERVICES THROUGH THIS SITE.

c. Waiver. JGIO’s failure to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found to be invalid by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms and Conditions shall remain in full force and effect.

d. Statute of Limitations. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR TO THE TERMS AND CONDITIONS MUST BE FILED BY YOU WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR BE FOREVER BARRED.

e. International Users. It is intended that this Site will be used by Third Party Brokers internationally. You understand, acknowledge and agree that your use of the Site is governed by these Terms and Conditions and the laws and regulations of the United States regarding online conduct and acceptable content. For example, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. If you use the Services in a jurisdiction that prohibits or restricts the use of the Services, you agree that your use will be at your own risk, without limitation of any other provisions of this Terms and Conditions and that JGIO shall have no liability with respect to such use.

f. Entire Agreement. This Agreement constitutes the entire understanding and agreement between you and JGIO with respect to the Site and the Services.

g. Severability. If any provisions of this Agreement are found to be invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.

Effective November 2005