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<br />In the event of any such repudiation, breach, or other default by the Customer of this Agreement, or any other such agreement for the pur-
<br />chase or sale of securities, Liberty shall be entitled to (without limiting any other rights or remedies may have) to liquidate, hedge, or otherwise off-
<br />set the account(s) of the Customer by purchasing from or selling to others in a commercially reasonable manner the securities (or secu'rities com-
<br />parable thereto) to be purchased from or sold to the Customer under this Agreement and all other then outstanding agreements with the customer,
<br />and the Customer shall be liable to Liberty for any net loss sustained by Liberty upon such liquidation, hedge or offsetting transaction, as deter-
<br />mined on the basis of the differences between the prices paid or received by Liberty on such purchases and/or sales and the prices payable or receiv-
<br />able by Liberty under this Agreement and other such agreements with the Customer. Liberty shall also have the right to detennine the loss of the
<br />Customer on the basis of the difference between the contract price and the market price of similar securities at the time of the repudiation, breach, or
<br />other default. In the event of any such repudiation, breach or other default by the Customer, Liberty shall have the right, without limiting any
<br />other right possessed under this Agreement, to collect any and all costs and expenses associated with the fees incurred either directly or indirectly in
<br />connection with this Agreement.
<br />
<br />The undersigned Customer agrees, and by carrying
<br />agrees, that except as inconsistent with the foregoing sentence, all controversies w' may arise between
<br />the undersigned Customer and Liberty concernmg any transaction or the co uction, performance or
<br />breach of this or any other agreement between the undersigned Customer Liberty, whether entered
<br />into prior on or subsequent to the date hereof, shall be determined b tration in accordance with e
<br />rules of the National Association of Securities Dealers, Inc. ("NASD". All such arbitration proceec :s
<br />shall be held in Orange County, California, Judgment upon any a r rendered by the arbitrators mae
<br />entered in any court having jurisdiction thereof, without notice the Customer.
<br />
<br />
<br />11 ,A. rli itrati 6ft.
<br />
<br />It is understood the following agreement to arbitrate does not constitute a waiver of the right to seek a judicial forum where s
<br />would be void under the federal securities laws,
<br />
<br />(i)
<br />(ii)
<br />(iii)
<br />(iv)
<br />
<br />Arbitration is final and binding on the parties.
<br />
<br />The parties are waiving their right to seek in court, including the right to jury trial.
<br />
<br />limited than and different from court proceedings.
<br />
<br />The arbitrators' award is no eguired to include factual findings or legal reasoning and any party's
<br />right to appeal or to see odiflcation of rulings by the arbitrators is strictly limited.
<br />
<br />The panel of arbi tors will typically include a minority of arbitrators who were or are affiliated
<br />with the secur' . s industry.
<br />
<br />
<br />
<br />(v)
<br />
<br />
<br />the Arbitration Agreement and agrees to be bound by its terms.
<br />
<br />Title:
<br />
<br />12 Miscellaneous.
<br />
<br />12.1 Notices. All communications shall be sent to Liberty Capital Markets, Inc. at 2 Park Plaza, Suite 500, Irvine, California 92114 and to
<br />Customer at the address set forth following the signatures to this Agreement or such other address subsequently provided to Liberty by Customer in
<br />writing. All communications given by Liberty to Customer by mail shall be effective 48 hours after deposit in the United States mail, postage
<br />prepaid, or upon receipt, whichever is earlier; if hand delivered, when delivered to Customer's address; if telephonic, at the time of such phone con-
<br />versation; or if telegraphic, when deposited with a public telegraph company f9r transmittal, charges prepaid.
<br />
<br />12.2 Force Majeure. In the event of adverse conditions in the market place or other factors beyond the control of Liberty, includir lut
<br />not limited to, acts of God, national emergencies, adverse governmental actions, or suspension of trading of fixed income securities or the deli' at
<br />such securities, or the failure or delay of suppliers, the maximum time for delivery of such securities may be extended indefinitely during the ,",e,;od
<br />of such adverse circumstances. Liberty will not be responsible for delays or failures in the transmission, receipt or execution of orders, payments
<br />deliveries or information due' to the incapacity or failure of computer, transmission or communication facilities which are beyond the control c:
<br />Liberty.
<br />
<br />12.3 En tire Agreement. This Agreement constitutes the entire and whole Agreement among its parties and is intended as a complete and
<br />exclusive statement of the terms of their agreement, This Agreement may be amended only upon execution of a subsequent agreement or upo:,
<br />Customer's failure to object, within 10 days, to modifications contained in written material sent to Customer by Liberty. This Agreement shall su
<br />persede any oral representations between the parties.
<br />
<br />12.4 Individual Authority of Customer. Any party signing this Agreement as Customer is authorized to deal fully with the account
<br />o~ned here under, for purposes of placing orders, receiving funds or securities or otherwise. Any action taken by any such party shall be binding on
<br />all other parties with an interest in that account. Each such party shall hold Liberty harmless for relying hereon. All obligations of Customer under
<br />this Agreement are joint and several.
<br />
<br />12.5 Electronic Recordation. Liberty may electronically record any conversation between Liberty, its employees or agents and Customer
<br />or his agents, with or without the use of an audible ~one.
<br />
<br />12.6 'Vaiver. Failure to exercise or delay in exercising any right, power or remedy hereunder by Liberty shall not operate as waiver thereof,
<br />nor shall any single or partial exercise of any right, power or remedy of Liberty hereunder preclude any other or future exercise thereof or the exer-
<br />cise of any other right, power or remedy.
<br />
<br />12.7 Bank Indemnification. Customer agrees that Bank may act upon any instructions received from Liberty concerning delivery, trans-
<br />fer, sale or disposition of securities held by Bank on Customer's behalf. Customer further agrees to indemnify the Bank from any liability to Cus.
<br />tamer for actions taken by Bank in conformity with such instructions.
<br />
<br />12.8 Clearing House Indemnification. Customer acknowledges that Liberty uses a Clearing House to receive and delivery funds and
<br />securities on Liberty instructions, and to generate certain printed reports, including but not limited to, confirmations and customer statements. Cus
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