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					                 NX SUBSCRIBER AGREEMENT                                                   eye" or any other analogous system which is capable, without manual
                                                                                           intervention, of submitting, changing, or effecting executions of Orders. If NSI
This Agreement (the “Agreement”) is made as of ___________ ___, 2010                       has consented to the use of any such system, Subscriber shall not, without
(“Effective Date”), by and between Nomura Securities International, Inc., a                NSI’s prior written consent, vary or alter such system in such a manner so as to
New York corporation (“NSI”), and [____________________________], a                        effect a material change in the nature, quantity or frequency of inputs via the
_________________ corporation (“Subscriber”)(each, a “Party”; together, the                Services.
“Parties”). This Agreement governs the transmission of orders and
instructions to purchase or sell Eligible Securities (as defined below), by                2. ORDERS AND TRANSACTIONS
Subscriber (each an “Order”) for execution on or through the Service (defined
                                                                                           (a) NSI may reject or decline to process any Order or to execute any
below). If any term of this Agreement conflicts with a term in any other
                                                                                           transaction at its sole and absolute discretion. NSI shall have no responsibility
Agreement between Subscriber and NSI regarding the subject matter
                                                                                           or liability for transmissions that are inaccurate or not received by NSI, and
contained herein, this Agreement shall prevail only to the extent such term
                                                                                           may execute any transaction on the terms of any Order actually received by
relates to Subscriber’s use of the Services. DESCRIPTION OF SERVICES
                                                                                           NX. Subscriber acknowledges and agrees that it is solely responsible for
(a) Subject to the terms of this Agreement, NSI shall: (i) provide to                      ensuring the accuracy and completeness of each Order entered into NX.
Subscriber, electronic access to NSI’s alternative trading system (“NX”) for               Subscriber will be bound by the terms of any Order submitted through NX and
entering, posting and/or transmitting, cancelling or modifying, and executing              by any resulting transactions. Although NSI will use commercially reasonable
Orders in NX for equity securities, as defined in Section 3(a)(11) of the                  efforts to implement an instruction by Subscriber using the procedures provided
Exchange Act, as amended (the “Exchange Act”), that are also NMS                           by NX to modify, replace or cancel an Order before execution, Subscriber
securities, as defined by Rule 600(b)(46) of Regulation NMS, as amended,                   acknowledges and agrees that such procedures may not be effective, that an
except listed options and other financial instruments authorized by NSI in                 execution may be performed on the original terms of an Order, and that NSI
writing (collectively, “Eligible Securities”); and (ii) any additional services that       shall have no liability to Subscriber or any third party for any failure or mistake
NSI may make available (collectively, the “Services”).                                     of NSI or NX in implementing Subscriber’s instruction to modify, replace or
                                                                                           cancel an Order. Subscriber acknowledges and agrees that any action by
(b) The Services will be provided through NSI, either directly or under license            Subscriber to modify, replace or cancel an Order submitted to NX by
from other affiliates or third parties (“Service Providers”), and may include (ii)         communicating with NSI through means other than NX may be ineffective and
the distribution to you of market data; (ii) trade-related information, services           Subscriber shall remain solely responsible and liable for any transactions
and/or software; and (iii) analytical tools. NSI grants Subscriber, for the term of        executed on such Orders.
this Agreement, a personal, limited, non-exclusive, revocable, non-transferable
and non-sublicenseable license to use the Services pursuant to the terms of                (b) Subscriber agrees that any Order entered by Subscriber into NX shall be
this Agreement. The Services are provided solely for Subscriber’s internal use             actionable and eligible for execution at any time until such Order has expired
(except as provided in Section 1(f)), and Subscriber may not sell, lease, furnish          by its terms, is cancelled in accordance with this Agreement, or is executed.
or otherwise provide access to the NX or any information or data made                      Receipt of an Order by NSI shall be without obligation and shall not be deemed
available therein to any third party. Subscriber shall comply with any additional          an acceptance until such Order has been actually received by NX, affirmatively
restrictions on its usage that NSI may communicate to Subscriber from time to              accepted by NX, and processed for execution. Subscriber understands that
time, or that are otherwise the subject of an agreement between Subscriber                 during periods of heavy trading volume, Orders (including instructions to
and such Service Providers.                                                                modify, replace or cancel an Order) may take longer to execute and process
                                                                                           through NX, and that Orders may be executed at prices that vary substantially
(c) Subscriber shall be solely responsible for any hardware, software or other             from the national best bid or offer quotes publicly displayed at the time of entry,
equipment necessary to access and use the Services (“Subscriber System”),                  and NSI shall have no liability to Subscriber or its customers for any
and for the installation, operation, maintenance, and use of the Subscriber                transactions executed for any such Orders.
System and its compatibility with NX, and NSI shall have no responsibility or
liability in connection therewith. In the event the Subscriber System impairs              (c) Subscriber acknowledges and agrees that NSI may be a party to
Subscriber’s use of the Services, Subscriber shall nonetheless be liable for               transactions effected through NX, and that NSI is the clearing firm for purposes
payment of all applicable fees and charges related to Subscriber’s use of the              of settlement and clearing of all transactions except as otherwise expressly
Services. NSI will provide the Subscriber with information relating to the                 agreed between the Parties in writing. As between the Parties hereto,
access of the Services, including, but not limited to, application programming             Subscriber agrees that (i) Subscriber is solely obligated and liable to make and
interfaces. NSI also may, in its sole discretion, assist the Subscriber with the           ensure the timely delivery of the subject Eligible Securities (or funds) in
installation and set-up of any application programming interface (API) of the              connection with each of its sale (or purchase) transactions executed through
Subscriber and any related software                                                        NX, and (ii) neither NSI nor any of its affiliates or Service Providers will have
                                                                                           any obligation or liability in respect of or be responsible for, or otherwise be
(d) Subscriber acknowledges and agrees that NSI does not guarantee or                      deemed to guarantee, the performance of any transaction entered into by
warrant that Subscriber will not experience any downtime or disruptions in its             Subscriber through the use of the Services. NSI shall not be liable for, and
use of the Services. NSI and its Service Providers may restrict, suspend, or               Subscriber will not bring any legal action, whether in tort, including negligence,
terminate Subscriber’s access to and use of the Services at any time, without              breach of contract or otherwise, against NSI or any of its affiliates or Service
notice or liability. No course of dealing shall be construed as a promise or               Providers alleging damages for the failure of any counterparty to perform or
guarantee of continued availability of the Services on the same or like terms.             otherwise settle a transaction entered into by Subscriber using the Services.

(e) Subscriber will supply NSI with all information that NSI may reasonably                (d) Subscriber agrees that it is solely responsible for any investment or
request in writing relating to Subscriber’s use of the Services. NSI may report            trading decisions made by it with respect to products identified on the Services
this information to regulatory authorities, as it reasonably determines to be              and that NSI will not be responsible for determining the suitability,
necessary. Subscriber agrees to pay the fees and charges appearing in the                  appropriateness or advisability of any transaction Subscriber may enter into in
monthly invoices that are applicable to the Services utilized by Subscriber in             for such products. Subscriber acknowledges and agrees that NSI, subject to
accordance with Section 8 of this Agreement.                                               applicable laws, rules and regulations (“Applicable Law”), may engage in
                                                                                           trading in the markets reflected on NX for its proprietary accounts and on
(f) Subscriber will not, without NSI’s prior written consent, use via (or in any           behalf of accounts under NSI’s management, which could affect the value or
other way in relation to) the Services an automated input facility, an "electronic
termination of transactions and that NSI may enter into transactions at prices           5. REPRESENTATIONS
different from the prices reflected in NX.
                                                                                         (a) NSI Representations. NSI hereby represents, warrants and covenants
(e) Subscriber will use the Services, and enter into transactions only for its           that it: (i) has all requisite authority to enter into and perform the Services
own benefit and account(s) under its management and will not use the                     contemplated by this Agreement under Applicable Law, (ii) has all requisite
Services on behalf of third parties (other than its customers, if Subscriber is a        third party rights, to enter into and perform the Services contemplated by this
broker-dealer, investment manager or investment advisor) without NSI’s written           Agreement, and (iii) has all intellectually property rights necessary to provide
permission.                                                                              the Services and permit Subscriber to access and use the same.

(f) Upon request by a user (including Subscribers) of NX, NSI will investigate           (b) Subscriber Representations. Subscriber hereby represents, warrants
any transaction occurring on NX that has failed to settle. In such an event,             and covenants that it: (i) has the full right, power, and authority to execute and
Subscriber understands and agrees that NSI may disclose information to the               deliver this Agreement and to bind each party for which Subscriber is acting,
counterparty to the transaction being investigated and that such information, if         and that this Agreement constitutes a legal, valid and binding obligation of
reasonably necessary to facilitate the settlement of the transaction, may                Subscriber and each party for which Subscriber is acting; (ii) has the requisite
include the identity of Subscriber.                                                      power and is authorized to enter into the transactions contemplated by this
                                                                                         Agreement and to perform its obligations hereunder in connection with such
(g) Subscriber agrees that each time it transmits an Order to NX to sell short           transactions; (iii) shall not: (1) access or use the Service for any purpose
Eligible Securities, Subscriber shall be responsible for complying with Rule             inconsistent with the substance and terms of this Agreement; (2) introduce into
203(b)(1) of SEC Regulation SHO, and NSI may rely upon Subscriber                        the Service any code, virus, or mechanism that would impair the Service or
undertaking responsibility for compliance with Rule 203(b)(1) for purposes of            NSI’s systems, computers or software; (3) use the Service to gain unauthorized
NSI claiming the locate exemption contained in Rule 203(b)(2)(i) of SEC                  access to any system or database; (4) sublicense access to the Service to any
Regulation SHO. Accordingly, Subscriber, on any such short sale order,                   third party; (5) disclose to any third party non-public information relating to the
understands and agrees that, unless another applicable exemption is available            content or operation of the Service, which information is confidential and
to it, a proper locate must be obtained before Subscriber sends the short sale           proprietary to NSI; or (6) remove or obscure any of NSI’s or any Service
order to NX.                                                                             Provider’s trademarks, service marks, or markings of copyright or patent rights
                                                                                         contained in the Service; (iv) is registered as a broker-dealer under the
3. SUSPENSION OF TRADING; ERRONEOUS TRADES; TRADING LIMITS                               Exchange Act, (v) is a member of the Securities Investor Protection
                                                                                         Corporation, (vi) is licensed to do business in each state in which such
(a) NSI may, in its sole reasonable discretion, upon notice, halt or suspend
                                                                                         registration is required, and (vii) is in material compliance with the law of every
trading on NX, halt or suspend activity in any Eligible Securities on NX or make
                                                                                         United States governmental and non-governmental regulatory authority
modifications to NX. In addition to and not in lieu of the foregoing, NSI may
                                                                                         pertaining to the subject matter of this Agreement, and to which it is subject.
modify the terms of or cancel a transaction executed through NX if NSI
                                                                                         Subscriber will not use the Services to effect transactions in Eligible Securities
determines, in its sole and reasonable discretion, that such transaction was
                                                                                         of which Subscriber, or its affiliates, are the issuer, or, if Subscriber is a broker-
clearly erroneous for any reason, including, without limitation, due to an
                                                                                         dealer, investment manager or investment advisor and is acting on behalf of a
erroneous entry of an Order or through the erroneous execution of a
                                                                                         customer, in Eligible Securities of which the customer, or the customer's
transaction by NX, and NSI shall provide Subscriber reasonably prompt notice
                                                                                         affiliate, is the issuer. Subscriber is responsible for advising NSI of any legal
of each such modification or cancellation. NSI shall have no liability to
                                                                                         restrictions on the transfer of any such Eligible Securities sold by Subscriber
Subscriber as a result of its decision to exercise its rights under this Section 3
                                                                                         (including Rule 144 or 145(d) under the Securities Act of 1933) and for
(or its failure to do so).
                                                                                         providing NSI with any necessary documents (including prospectuses or
(b) NSI reserves the right to impose (and if imposed, revise), in its sole               opinions) to satisfy legal transfer requirements. Subscriber is responsible for
reasonable discretion, without liability, limits on the dollar amount of                 any delays, expenses and losses associated with compliance or failure to
transactions that may be entered by Subscriber on NX per day (the “Daily                 comply with the requirements for transfer of any Eligible Securities subject to
Maximum Notional Exposure”), and the size and/or type of Order Subscriber                restrictions.
may enter into NX. Any such impositions and revisions shall be effective
                                                                                         6. TERM
                                                                                         (a) This Agreement shall commence from the date hereof and shall continue
                                                                                         in effect until terminated by either Party upon prior written notice to the other
                                                                                         Party. Notwithstanding the foregoing, either Party also may terminate this
                                                                                         Agreement at any time, with such termination effective immediately upon
                                                                                         delivery by the terminating Party of written notice to the other Party if (i) the
                                                                                         other Party, or any of its affiliates, becomes insolvent, (ii) the other Party, or
                                                                                         any of its affiliates, becomes the subject of a petition in bankruptcy or a
4. ACCESS AND SECURITY                                                                   proceeding, order, resolution or any other step is made or taken by any person
                                                                                         for the winding-up, insolvency, administration, reorganization, reconstruction,
(a) Subscriber understands and agrees that it may only use the                           dissolution or bankruptcy of such other Party or such affiliate or for the
Services as expressly permitted by NSI and that Subscriber may not cause                 appointment of a liquidator, receiver, administrator, trustee or similar officer of
harm to the Services. Specifically, but not by way of limitation, Subscriber shall       such other Party or such affiliate or of all or any part of its assets or business,
not (i) interfere with the Services by knowingly using viruses or any other              (iii) the other Party, or any of its affiliates, makes an assignment for the benefit
programs or technology designed to disrupt or damage any software or                     of creditors or (iv) the other Party, or any of its affiliates, materially breaches its
hardware, (ii) modify, create derivative works from, reverse engineer,                   obligations under this Agreement. Each Party hereby agrees that it shall
decompile or disassemble any technology used to provide the Services, (iii)              promptly notify the other Party in writing if any of the events specified in
use a robot, spider or other device or process to monitor the activity on or copy        clauses (i) to (iv) of the preceding sentence occurs with respect to it or any part
pages from the Services, (iv) knowingly engage in any activity that interferes           of its assets or business.
with another user's ability to use or enjoy the Services; or (v) knowingly assist
or encourage any third party in engaging in any activity prohibited by NSI.              (b) Without limiting any right of NSI to terminate or suspend access to the NX
                                                                                         at any time and its sole reasonable discretion, NSI may, at any time and
without delivery of prior written notice to Subscriber terminate or suspend its            other third party services or facilities provided or arranged by NSI as part of
obligations under this Agreement in whole or in part immediately if NSI learns,            or in connection with the Services. Subscriber further acknowledges and
or believes in its sole reasonable judgment, that (i) there exists any actual or           agrees that this Agreement does not convey or grant to Subscriber any right,
potential defect in any of the Services that materially impairs the reliability,           title and interest in any reports, documentation or data distributed by NSI,
credibility or integrity of the operation thereof, (ii) continuing to provide any of       quotations and other transaction data and information of the Services other
the Services pursuant to this Agreement would infringe upon the intellectual               than Subscriber Data (as defined below). Nothing contained herein and no use
property rights of any third party, (iii) any of the Services have been or are             of the Services by Subscriber or Subscriber’s payment of any fees shall create
being used by the Subscriber for any unlawful purpose or in a manner that is in            or vest in Subscriber any property right of any nature in the Services; it being
violation or contravention of Applicable Law, (iv) published or prevailing market          understood and agreed that all intellectual proprietary rights associated with
prices for any relevant Eligible Securities do not accurately reflect market               the Services are expressly reserved by NSI or by any applicable service
conditions, whether as a result of excess volatility, excess liquidity or otherwise        providers selected by NSI or their respective licensors. Subscriber agrees not
or (v) offering any of the Services is prohibited by Applicable Law.                       to violate those proprietary rights and to honor and comply with NSI’s
                                                                                           reasonable requests to provide information and other reasonable assistance to
(c) Upon termination, Subscriber shall (i) cease use of the Services and                   NSI, at NSI's sole expense, as may be necessary to protect our and our third
destroy or return any NSI Confidential Information (as defined below) then in              party service providers’ contractual, statutory and common-law rights.
possession or control of Subscriber and (ii) pay to NSI all fees and expenses              Subscriber shall notify NSI in the event it becomes aware of any violation by
due under this Agreement to NSI as of the termination date. Further, the                   any of its officers, directors, employees or agents of NSI’s or its third party
termination of this Agreement, for any reason, shall not affect (1) the                    service providers’ proprietary rights in the Services.
obligations of Subscriber with respect to any transaction with a counterparty
entered into by it prior to the effective date of termination or (2) the entitlement       (b) Any data provided by Subscriber to NSI or NX, including all Orders and
of NSI to any fees and expenses due hereunder or, in respect of both Parties,              execution data (collectively, “Subscriber Data”) shall be owned by Subscriber.
any additional remedies provided by law or equity. All of Subscriber’s                     Subscriber grants NSI a worldwide, irrevocable, perpetual, non-transferable
representations, warranties, and covenants made in or pursuant to this                     (except as set forth in Section 16(h)), royalty-free license to use the Subscriber
Agreement will survive the termination of this Agreement.                                  Data solely (i) when aggregated with data from its other users, (ii) such that
                                                                                           none of the Subscriber Data is attributable to Subscriber (or its Subscribers)
7. NX POLICIES AND NX USER GUIDE. Subscriber acknowledges and/or                           and (iii) without using Subscriber’s (or any Subscriber’s) name, (iv) as
agrees that it (i) has received access to and read the NX Policies manual (“NX             reasonably necessary to comply with any Applicable Law or request from any
Policies”) and NX User Guide manual (“NX User Guide”), (ii) will comply in all             regulatory agency or other governing body, or (v) as reasonably necessary to
material respects with the NX Policies and NX User Guide, (ii) will require all its        carry out its obligations and responsibilities under this Agreement. Data
officers, directors, employees and agents who Subscriber has authorized to                 produced by the ATS, including, without limitation, execution data, but
transmit Orders to NX to abide by the NX Policies and NX User Guide, and                   excluding Subscriber Data ("NSI Data") shall be owned by NSI. NSI grants
provide the appropriate training prior to any use or access to NX, and (iii) will          Subscriber a worldwide, irrevocable, perpetual, non-transferable (except as set
not (1) materially alter any information, reports or data supplied to or received          forth in Section 16(h)), royalty-free license to use the NSI Data that is provided
as part of the Services, (2) materially affect the integrity of the Services,              to Subscriber according to the terms of this Agreement solely (i) for its internal
including the information or data therein, or (3) supply to or render information          business purposes, (ii) as reasonably necessary to comply with any Applicable
or data from the Services that is illegal, discriminatory or knowingly inaccurate.         Law or request from any regulatory agency or other governing body, or (iii) as
NSI may, from time to time, amend or modify the NX Policies and NX User                    reasonably necessary to carry out its obligations and responsibilities under this
Guide upon reasonable written notice to Subscriber. Subscriber acknowledges                Agreement.
and agrees that NSI may monitor use of the Services for compliance with all
Applicable Law and the NX Policies and NX User Guide.                                      11. CONFIDENTIALITY
8. FEES. The per-share fee for Orders executed by NX shall be negotiated                   (a) All information provided by NSI, including, without limitation, information
with each Subscriber and will be invoiced monthly. All other fees or charges               available via websites, programs, protocols, displays and manuals (including
related to the provision of Services beyond NX shall be separately negotiated              the selection, arrangement, and sequencing of the contents thereof) are the
and invoiced. Payment shall be due upon Subscriber’s receipt of invoice and                confidential and proprietary information of NSI (the “NSI Confidential
payable within thirty (30) days of such invoice date. Any amount not paid                  Information”) and Subscriber Data (except in aggregated form as provided in
within such period shall bear interest at the lesser of (i) a rate no more than 2%         Section 10(b)) are the confidential and proprietary information of Subscriber
above the then current broker call rate (a.k.a., base lending rate), on the                and its affiliates (the “Subscriber Confidential Information”)(collectively the
overdue amount, or (ii) the highest rate allowableby Applicable Law. NSI                   “Confidential Information”). Each Party agrees to maintain the secrecy and
reserves the right to revise the fees and charges upon prior reasonable notice             confidentiality of such Confidential Information, and shall neither disclose or
to Subscriber. Subscriber will pay all sales and use taxes arising out of its              use nor permit any other person to disclose or use the same to any third party,
access or use of the Services.                                                             except as required by Applicable Law. Each Party acknowledges that the
                                                                                           unauthorized disclosure of such Confidential Information cannot be adequately
9. MODIFICATION OF SERVICES. Subscriber acknowledges and agrees                            or reasonably compensated for by monetary damages and, therefore, agrees
that nothing in this Agreement constitutes an understanding by NSI to continue             that in the event of such an unauthorized disclosure or use, Party owning such
to provide or maintain the Services or any aspect thereof in its current form.             Confidential Information shall be entitled to seek injunctive and other equitable
NSI may from time to time, in its sole discretion, make additions, deletions or            and injunctive relief and without waiver of any other rights or remedies which a
modifications to the Services . NSI may, but is in no way obligated to,                    Party may have.
periodically conduct routine maintenance on NX, during which time Subscriber
may be unable to transmit or receive data and Subscriber may be unable to                  (b) Confidential information excludes information: (i) in the public domain
access NX. NSI shall provide Subscriber with reasonable written notice prior to            (except as the result of disclosure in breach of this Agreement); (ii) possessed
conducting such routine maintenance.                                                       by a receiving Party without any confidentiality obligation associated therewith;
                                                                                           (iii) disclosed to a receiving Party by a third party legally entitled to make such
10. PROPRIETARY RIGHTS                                                                     disclosure; or (iv) independently developed by the receiving Party without use
                                                                                           of the Confidential Information. Each Party agrees that confidential information
(a) Subscriber acknowledges and agrees that this Agreement does not                        of the other Party may be directly disclosed (i) to a court, administrative
convey or grant to Subscriber any proprietary rights in the Services or in any             agency, self-regulatory organization or other governmental body having
appropriate authority, or (ii) as required by Applicable Law. In addition, either         (c) The indemnifying Party’s obligation is subject to indemnified Party: (i)
Party may make such disclosure: (i) as otherwise provided in this Agreement;              notifying the indemnifying Party promptly in writing of the claim; (ii) giving the
(ii) pursuant to authorization by the other Party in writing; and (iii) pursuant to       indemnifying Party the exclusive control of the defense and settlement thereof;
an order or subpoena of a court or regulatory body having jurisdiction over               and (c) providing reasonable assistance, at the indemnifying Party’s expense,
such Party; provided, however, unless otherwise prohibited, prompt notice to              necessary to perform the indemnifying Party’s obligations hereunder. The
the other Party of the receipt of such an order or subpoena prior to the Party’s          indemnifying Party shall obtain prior written consent from the indemnified Party
compliance therewith.                                                                     prior to taking any action that purports to speak on behalf of the indemnified
                                                                                          Party, including, without limitation, submitting an answer, asserting a defense
12. NO PUBLICITY. Subscriber shall not use, or permit its directors,                      of any kind or interposing a third party to the claim, or consenting to entry of
officers, employees or agents to use the NSI or NX name, or any derivative                judgment with respect to, or otherwise settling an indemnified claim, which
thereof, without the prior, written consent of NSI; provided, however, that               consent shall not be unreasonably withheld or delayed unless, in the
Subscriber may advise its clients that orders may be placed and trades                    indemnified Party’s reasonable discretion, such judgment or settlement
executed on NX and/or it is using the Services.                                           imposes an un-reimbursed monetary or continuing non-monetary obligations
                                                                                          on the indemnified Party or does not include an unconditional release of the
                                                                                          indemnified Party from all liability for such claim(s). The indemnified Party has
                                                                                          the right to participate at its own expense in such claim using its own counsel.
STATUTORY, OR OTHERWISE, NSI EXPRESSLY DISCLAIMS ALL SUCH                                 (d) Without limiting NSI’s indemnification obligations, in the event use of the
WARRANTIES INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF                                  Services become, or in NSI’s reasonable opinion either is likely to become, the
TIMELINESS,         TRUTHFULNESS,            SEQUENCE,       COMPLETENESS,                subject of a claim of infringement as outlined in this Section 15, NSI shall, at its
ACCURACY, FREEDOM FROM ERRORS OR INTERRUPTION OR DEFECT,                                  option and expense: (i) obtain the continuing right to use the Services; or (ii)
MERCHANTABILITY OR FITNESS FOR PARTICULAR USE OR PURPOSE,                                 modify the Services or replace the same so that it no longer infringes; or, if
AND ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE,                                      neither (i) nor (ii) is reasonably practicable, (iii) terminate this Agreement.
OF LIABILITY. WITHOUT LIMITING ANY INDEMNIFICATION OBLIGATIONS                            (e) This Section 15 states NSI’s entire liability and Subscriber’s exclusive
OR LIABILITY FOR BREACH OF ANY CONFIDENTIALITY OBLIGATION, TO                             remedy with respect to any IP Claim.
BE LIABLE TO THE OTHER FOR ANY LOSS, INCLUDING, BUT NOT                                   (a) Notices. All notices and other communications required or permitted
LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR                            hereunder shall be in writing and shall be deemed to have been given if and
CONSEQUENTIAL DAMAGES OR LOST OR IMPUTED PROFITS OR                                       when delivered by hand or mailed, certified or registered mail return receipt
ROYALTIES, LOST DATA, LOSS OF BUSINESS, COST OF PROCUREMENT                               requested with postage prepaid, to the addresses set forth at the end of this
OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR RELATED                                 Agreement or to such other person or address as either Party shall furnish in
TO: (i) THE USE OF THE SERVICES; OR (ii) THIS AGREEMENT. WITHOUT                          writing.
BREACH OF ANY CONFIDENTIALITY OBLIGATION, NSI’S LIABILITY                                 (b) Survival. Each Party’s continuing obligations under this Agreement,
HEREUNDER SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE                                 including those relating to Liability (Section 14), Indemnity (Section 15) and
FEES PAID BY SUBSCRIBER TO NSI IN THE ONE (1) MONTH                                       Governing Law and Jurisdiction (Section 16(d)), will survive the termination of
IMMEDIATELY PRECEDING THE ACT GIVING RISE TO THE CLAIM. EACH                              this Agreement.
DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT                                  (c) Force Majeure. Notwithstanding any other term or condition of the
TO FAIL OF ITS ESSENTIAL PURPOSE. THE FOREGOING SETS FORTH                                Agreement, neither Party nor its third party providers, including, but not limited
EACH PARTY’S EXCLUSIVE REMEDY FOR BREACH OF THIS                                          to, software, hardware, communications and data providers, shall be obligated
AGREEMENT BY THE OTHER.15.                    INDEMNIFICATION                (a)          to perform or observe its obligations undertaken in the Agreement (except for
       Subscriber agrees to indemnify, defend and hold NSI, its affiliates,               obligations to make settlements hereunder and regulatory obligations) if
vendors, and each of their respective officers, directors, employees and agents           prevented or hindered from doing so by any circumstances found to be beyond
harmless from and against any and all third party claims, demands, losses,                its reasonable control and without the gross negligence or willful misconduct on
costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies,         the part of either Party. Such causes may include, without limitation, acts of
including interest, penalties, and reasonable attorney’s fees, arising from or as         God, acts of government in its sovereign or contractual capacity, any act of
a result of (i) Subscriber’s breach of any of its representations, warranties or          declared or undeclared war or of a public enemy (including acts of terrorism),
covenants under this Agreement, (ii) the failure of Subscriber, for any reason,           power shortages or failures, utility or communication failure or delays, labor
to clear or settle any transaction effected on NX, which, by the terms of this            disputes, strikes, shortages, supply shortages, equipment failures, or
Agreement, Subscriber is obligated to accept, and (iii) claims for violation of           malfunctions (including software malfunctions), provided, however, that the
any third party proprietary right, including copyright, patent, trade secret and          party relying on such event has in place commercially reasonable back-up and
trademark rights, arising from the use by Subscriber of the Services provided             disaster recovery systems. The time for performance of any act delayed by
by NSI or Service Providers pursuant to this Agreement, unless covered by                 such events may be postponed for a period of time equal to the delay and, in
NSI’s indemnification obligations of Section 15(b).                                       respect of performance of the Services, any additional time reasonably
                                                                                          required to reinstate the applicable Services.
(b) NSI agrees to indemnify, defend and hold Subscriber, its affiliates,
vendors, and each of their respective officers, directors, agents, customers,
                                                                                          (d) Governing Law and Jurisdiction. This Agreement shall be governed by
and employees harmless from and against any and all third party claims,                   and construed in accordance with the laws of the State of New York, without
demands, losses, costs, expenses, obligations, liabilities, damages, recoveries,          giving effect to the conflicts of law principles thereof and, with respect to any
and deficiencies, including interest, penalties, and reasonable attorney’s fees,          dispute arising out of this Agreement, each Party hereby consents to the
arising from or as a result of claims for violation of any third party intellectual       exclusive jurisdiction of the courts sitting in such State, Borough of Manhattan,
property right arising solely from the offering or use of the Services related            and waives any argument as to of convenience of forum and hereby waives all
thereto (“IP Claim”).                                                                     rights to a jury trial.

(e) Headings. The headings of the Sections of this Agreement are inserted                  NOMURA SECURITIES INTERNATIONAL, INC.
for convenience only and shall not constitute a part hereof or affect in any way
the meaning or interpretation of this Agreement.                                           BY:

(f) Amendment; No Waiver. NSI shall have the right to amend the terms of                   ______________________________________________
this Agreement to the extent necessary to comply with a change in any                      (Signature)
Applicable Law. Except as set forth in the preceding sentence, no provision
herein, no term or provision of this Agreement (or any schedules and                       ______________________________________________
attachments which are a part hereof), may be amended, modified or waived                   (Name and Title)
unless in writing and signed by the Party against whom such amendment,
waiver or modification is sought to be enforced. A Party’s failure to insist at            ______________________________________________
any time on strict compliance with this Agreement or with any of the terms                 (Street Address)
hereunder or any continued course of such conduct on their part will in no
event constitute or be considered a waiver by such Party of any of its rights or           ______________________________________________
privileges.                                                                                (City, State and Zip Code)

(g) Entire Agreement. This Agreement, as amended from time to time
pursuant to writings agreed and signed by both Parties, shall constitute the
entire agreement between both Parties, and shall supersede all prior                       [SUBSCRIBER]
agreements, arrangements, representations or promises, whether oral or                     BY:
written, between the Parties with respect to the subject matter hereof.

(h) Assignment. This Agreement may not be assigned or transferred by                       _____________________________________________
either Party to any other individual or entity without the prior written consent of
the non-assigning Party, except that this Agreement may be assigned or
transferred by NSI to (i) a third party in the event of the sale of all or
                                                                                           (Name and Title)
substantially all of its assets to such third party, or (ii) any entity controlling,
controlled by, or under common control with NSI.
(i) Severability. If any provision of this Agreement is or should become                   (Street Address)
inconsistent with any present or future law, rule or regulation of any
governmental or regulatory body with jurisdiction over the subject matter of this          _____________________________________________
Agreement, such provision will be deemed to be rescinded or modified in                    (City, State and Zip Code)
accordance with such law, rule or regulation. In all other respects, this
Agreement will continue and remain in full force and effect.

(j) No Joint Venture. Neither this Agreement nor any operation hereunder is
intended to be, shall not be deemed to be, and shall not be treated as a
general or limited partnership, association or joint venture or agency or
employment relationship between the Parties.

(k) No Third-Party Beneficiary. This Agreement is intended solely for the
benefit of the Subscriber and NSI and their respective successors and
permitted assigns, and no third party shall have any rights or interest in any
provision of this Agreement. Except as specifically provided herein, nothing
contained in this Agreement shall be deemed or construed to create an
obligation on the part of Subscriber to any third party, nor shall any third party
have a right to enforce against Subscriber any right that NSI may have under
this Agreement.

(l)    Counterparts. This Agreement may be signed in one or more
counterparts, all of which will be considered one and the same agreement, and
will become effective when one or more of such counterparts have been signed
by each Party and delivered to the other Party.IN WITNESS WHEREOF, the
Parties by their authorized representatives have caused this Agreement to be
executed as of the date first written above.


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