ADVISORY FEES

Henry Weingarten 370 Lexington Avenue Suite 416 New York, NY 10017-6503 212 949 7211 Fax: 212 949 7274 money@afund.com Our investment management service is for individuals who are looking for professional management and maximum return within the framework of chosen risk and reward. Proprietary time and pricing models will be used to market time and globally select stocks to endeavor to achieve above market returns. Key buy and sell decisions will rely on financial astrology. The decision to employ investment counsel usually involves two questions:  Can they manage my money better than I can?  Do I wish to devote the time necessary to properly invest in my future? If choosing Henry Weingarten as my money manager, there is a third question to be asked:  Do I desire the input of professional financial astrological guidance? I am currently offering a choice of three public account programs and two private account programs. In the following pages you will find: Investment Philosophy Program Offerings Client Financial Profile The Investment Advisor Advisory Agreement Frequently Asked Questions Naturally, if you have any questions, please feel free to call, fax or email me. Sincerely, Henry Weingarten RISK STATEMENT There can be no assurance that any program or individually managed account will achieve its investment objective. Astrology is not generally recognized as a conventional tool for forecasting or predicting market movements. Therefore, there can be no assurance that this method or any other forecasting tools or trading methodology I use can guarantee the client profits. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. CLIENT PRIVACY We appreciate the trust that clients place in us and we recognize the importance of protecting the confidentiality of non-public personal information that we have in our possession. We do not disclose any nonpublic personal information about our customers or former customers to anyone, except as permitted by law. THE INVESTMENT PROGRAM    Being in harmony with the market trends Buying undervalued and/or stellar companies Knowing when to sell Astrology is defined as a “mathematical psychology based on astronomy”. Financial astrology, i.e. market psychology and market timing, is viewed by an astrological analyst as a third force along with fundamental and technical factors that influence market behavior. An astrological analyst studies market behavior primarily by correlating planetary cycles with historical equities, bonds, futures and options pricing. Henry Weingarten will utilize proprietary financial astrology timing and pricing techniques developed and researched by Mr. Weingarten as well as established astrological forecasting techniques. While astrological factors will influence his trading recommendations both for first alert and confirmation purposes, other factors such as market fundamentals and technical price movement may be considered. Non-astrological factors will also play a role in determining which markets instruments to buy and sell as well as when. These involve his knowledge of the stock market, his ability to analyze the reports of various market analysts, and his “market sense and feel”. BUY AND SELL DECISIONS:  The advisor generally uses a top down approach: looking first to upcoming planetary themes and then to the horoscopes of countries, stock markets, sectors and finally individual stocks or market instruments. Then he will seek confirmations from various alternative information sources whenever possible. Alternately, a stock that has been first researched fundamentally and/or technically from either external sources or internal research may or may not be confirmed by astrological signals.  Long-term positions are held until initial profit targets are reached, and/or as soon as the original positions are forecast to be no longer profitable or will result in increased losses if held further. Short-term positions are made after an appropriate timing view of the market for entry and/or pricing. Positions are held until appropriate profit targets are reached, or the favorable astrological factors are no longer operating, and/or critical pricing, i.e., support/resistance factors are breached. The use of options when the astrological cycles indicate a major trend, income earned from buying puts and calls may supplement short term trading in some aggressively managed accounts. The use of options when the astrological cycles indicate a lack of trend, premium income earned from selling puts and calls may supplement short term trading in some aggressively managed accounts. The ability of Mr.  2 Weingarten to utilize these Strategic Transactions successfully will depend on his ability to predict pertinent market movements, which cannot be assured. 3 INDIVIDUALLY MANAGED ACCOUNTS I personally work with you to arrive at an investment strategy that is right for your financial goals and risk tolerance. Both trading and investing accounts are individually managed according to desired risk/reward parameters. Account size minimums: $1,000,000 ANNUAL ADVISORY FEES Trading Accounts Investing Accounts 1.5% 1.2% up to 5 Million, .5% above. The annual fee is based on the assets under management. Fees are calculated and charged quarterly, payable in advance to the advisor either by direct payment from the investor or by authorized payment of fees from the Investor’s fund account. Under unique circumstances, I sometimes accept accounts below this amount or reduce fees (such as related persons of existing clients). HOW TO SET UP AN ACCOUNT All our accounts are safe kept by a brokerage house or bank. Often accounts will remain with the account executive you have as long as you are happy with the relationship. Alternately, I can also offer suggestions if you are unsure of the proper resting place for your investments. You will be signing both a general contract agreement between you and us, and a limited power of attorney that allows us to call your account executive or bank to place trades. The limited power does not allow us to remove securities or cash from the account. This power always stays with you. 4 PUBLIC ACCOUNT PROGRAMS Account size minimums: $200,000 Currently I am offering a Jupiter, Saturn and Neptune program. Our Jupiter program is higher risk/reward and offers more aggressive management style. Our Saturn program employs a lower risk, more conservatively managed style. Our Neptune program is a medium risk SRI investment style. All accounts in each program will be managed in a similar manner and will on the average have between 10-25 holdings at any given time. All invest globally for cosmic value and employ financial astrology for market timing & stock selection. TABLE OF SUMMARY DIFFERENCES PROGRAM JUPITER SATURN STYLE Aggressive Conservative RISK Higher Lower TURNOVER >100% <100% FOCUS Short/Intermediate Term Intermediate/Long Term MARGIN USE Limited No OPTIONS USE Yes No CAP FOCUS All Mid and Large Cap SHORT SALES Limited No SRI SCREENS Limited Limited SCOPE Global Global * Currently only available at CIBC Oppenheimer accounts. ANNUAL ADVISORY FEES JUPITER accounts: SATURN accounts: NEPTUNE accounts: FIRST YEAR 1.5% SUBSEQUENT 1.5% FIRST YEAR 1.5% SUBSEQUENT 1% FIRST YEAR 1.5% SUBSEQUENT 1% NEPTUNE Idealistic Medium <100% Intermediate/Long Term Limited No All No Yes Global The annual fee is based on the assets under management. Fees are calculated and charged quarterly, payable in advance to the advisor either by direct payment from the investor or by authorized payment of fees from the Investor’s fund account. You will be signing both a general contract agreement between you and us, and a limited power of attorney form that allows us to call your account executive or the bank to place trades. The limited power does not allow us to remove securities or cash from the account. This power always stays with you CLIENT FINANCIAL PROFILE NAME _______________________________________ DATE ____________________ ADDRESS ___________________________________ PHONE (D) ________________ CITY/STATE _________________________________ PHONE (E) ________________ 5 COUNTRY/ZIP _______________________________ FAX Mothers Maiden Name _________________________ Social Security Number ________________________ ________________ EMAIL ____________________ Birth Date ____/_____/_______ Please answer as fully as possible the following questions. Feel free to communicate any additional information you consider relevant. 1. If you are an experienced investor, how long have you been investing? ______ years. Investments you have made. Check all that apply: ___ US Stocks ____ Mutual Funds ___ Taxable Bonds ___ Tax free Bonds ___ Foreign Stocks ___ Short Sales ___ Options ___ Futures ___ Partnerships. ___ Commodities ___ Other(s) ____________________________________________ 2. Which best describes your overall attitude toward investment risk? ___ Strongly risk adverse - I want only VERY safe investments. ___ Risk adverse - I do not feel comfortable with risk. ___ Mild risk tolerance - I am willing to take an a occasional risk for above average gain ___ Risk taker - I am willing to take risks with a favorable risk/reward ratio. ___ Strong risk taker - I am willing to lose substantial portion of principle in order to GREATLY - increase the value of my investment. 3. What are your primary investment objectives? Check all that apply: ____ Capital preservation ___ Income ___ Tax Savings ___ Growth ___ Liquidity 4. What are your main financial goals? ____ To be able to retire comfortably ____ To provide for the higher education cost for my child(ren) ____ To have adequate income if I should become disabled ____ To provide sufficient income for my survivors in the event of my death ____ __________________________________________________________________ ____ __________________________________________________________________ 6 5. Please include annual profit goals and risk tolerance for Funds to be managed by us. ________________________________________________________________________ _______________________________________________________________________ ________________________________________________________________________ 6. How did you hear of us __________________________________________________ 7. Any comments or additional information you wish to provide: ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ 8. If we reach or exceed our agreed upon targets, may we use you as a reference? ____ Yes ____ No If Yes, ___ off the record or ___ publicly? Please include copies of recent brokerage statement(s) you wish us to review. 7 PRIVATE CLIENT DATA If you want us to perform a full financial review, please complete the requested information on the following two pages. This will allow us to design an investment strategy to achieve your long term objectives. NAME ______________________________________________________________ Birthdate ______/______/______ Time * _______ AM/PM Place _______________ *As known. List source ( ) Birth Certificate ( ) Other Current Vocation __________________________________________________ 1) Have you used money manager other than mutual Funds in the past? ( ) Yes ( ) No If yes, briefly indicate your relevant recent results with managed Funds: ______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ 2) Any past experience with Financial Astrology: ( ) Yes ( ) No If yes, describe briefly: _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ 3) Primary Time Horizon: ___ Short Term ___ Intermediate Term ___ Long Term 4) Any comments or additional information you wish to provide: ________________________________________________________________________ ________________________________________________________________________ 8 Please fill out this net worth statement ONLY if we are doing a full financial review and you do not have a current net worth statement to supply. Remember to include recent statements of any stock, bond, mutual fund, options and future accounts. NET WORTH FORM ASSETS SELF SPOUSE JOINT Cash Taxable Investment Tax Free Investment IRA/SEP Keogh Primary Residence Secondary Residence Other Real-estate Personal Property Annuities Life Insurance Business Interests Misc. TOTAL LIABILITIES Mortgage Loans Taxes Other TOTAL NET WORTH __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ _________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ Last years Gross Income: _________ Estimate of this years Income _________ Annual Expenses _________ Annual Savings _________ ` 9 THE INVESTMENT ADVISOR Henry Weingarten, (the "Advisor") is a sole proprietorship. The Advisor’s business address and telephone number is 370 Lexington Avenue, #416, New York, New York 10017-6503, (212) 949-7275. Henry Weingarten, founder of the New York School of Astrology and director of the New York Astrology Center, from March of 1968 to present, has been a professional astrologer for more than thirty-four years. He is a past director of the National Astrological Society, from January 1971 to December 1975. He is also the Managing Director, from May 1988 to present, of The Astrologers Fund, Inc., which employs Astrology as the primary analysis tool to manage investment funds. He is internationally known as the author, editor and publisher of many fine astrological publications. He was formerly editor of The Aquarian Agent and Astrology magazines from January 1976 to October 1981. Mr. Weingarten is the author of INVESTING BY THE STARS and THE STUDY OF ASTROLOGY. Currently he is editor of two email newsletters: WALL STREET, NEXT WEEK and INVESTING BY THE STARS. He is also webmaster of The Astrologers Fund website: www.afund.com. He continues to lecture at astrological conferences around the world and appears frequently on TV and radio talk shows. From March 1980 to June 1992, Mr. Weingarten was a professional microcomputer systems designer and has taught computer science at NYU and the New School in New York. Since May of 1971, he has been president of Astrology Services International, Inc. (ASI), a company that from 1982-1994 was engaged in the sales and services of computers for business and education through its division of ASI Computers. Mr. Weingarten holds a series 3 and series 65 and has a BS in mathematics with a minor in psychology from NYU, having graduated in 1969. CONFLICTS OF INTEREST The Advisor does not currently trade for his own account. However, if in the future the Advisor commences trading for his own account, the records of such trading will be available for inspection by his clients. Orders for these accounts may be placed before or after orders of client accounts, and may or may not obtain more favorable order execution. There is also a potential conflict of interest if orders for these accounts are opposite those for client accounts. In no case will the Advisor deliberately favor his own accounts, or the accounts of any other clients under his management, over other client accounts. 10 ADVISORY AGREEMENT This ADVISORY AGREEMENT (hereinafter referred to as 'Agreement") is made and entered into this ________ day of _____________, 2002, between Henry Weingarten, ("Advisor") and _________________________________ ("Client”) This Agreement is entered into based upon the following representations: The Client has capital for the principle purpose of investing. It is recommended that the Client be prepared to commit the funds for at least one year. IT IS MUTUALLY AGREED: 1. The Client shall deposit with _________________________ ("Broker") funds and/or securities in the amount of $_____________ (minimum $200,000 for a public account or minimum $1,000,000 for a private account) (the "Account”). 2. The Client hereby appoints Advisor as attorney-in-fact with respect to the Account to buy, sell (including short sales), spread or otherwise trade in option contracts. Advisor will have the exclusive authority to issue all necessary instructions to the Broker for the Account. The Client will not trade the Account and will not authorize any party other than Advisor to trade the Account. However, privately managed clients may be non-discretionary as well as discretionary. In this case, the advisor will not have exclusive authority and may or may not be given limited power of attorney. ____Initial here if non-discretionary account. The advisor _____shall ____shall not have limited power of attorney. 3. The Client agrees to execute all documents required by the Broker as necessary to provide Advisor with the authority to enter orders for stocks, bonds and options It is agreed and understood by the Client that Advisor has no responsibility for the proper execution of orders by the Broker. 4. Advisor services are not rendered exclusively for the Client and Advisor shall be free to render similar services to others. 5. This agreement shall remain in effect until terminated by the receipt of written notice to the other party. Advisor or the Client may terminate this Agreement for any reason upon such notice. Such notices shall have no effect upon commitments made for the Account before such termination, and Management Fees remaining for the year shall be due immediately. Unless instructed otherwise in writing by the Client, any trading positions will be ordered closed by the Advisor on termination of this Agreement. 6. The Client may add to the Account or withdraw funds at any time provided that the Client maintains a minimum account balance of $200,000 for public accounts and $1,000,000 for private accounts. The Client agrees to notify Advisor in writing in advance of any such additions or withdrawals. 7. The Client's Account shall be charged for all brokerage commissions or exchange fees arising from transactions exercised in the administration of the Account and that Advisor shall have no responsibility or liability for any such charges. 8. The Broker is authorized to send to Advisor a copy of the Client's monthly statements and copies of all confirmations, purchase agreements and other documents related to the Account. 9. For Advisor's services the Client agrees to pay Advisor the following Management fee: First Year Management Fee _________ for _____________ account Subsequent Management Fee ________for _____________ account The annual fee is based on the assets under management. Fees are calculated and charged quarterly, payable in advance. 11 10. The Client acknowledges that he has read and understood the Advisor's Documents, including the Risk Statement which is attached hereto as exhibit A. Advisor makes no guarantee that any of its services will result in a profit or will not result in a loss to the Client. Advisor shall not be liable to the Client or to other except by reason of its acts constituting willful malfeasance or gross negligence as to its duties herein, and disclaims any liability for human or machine errors in connection with the placement or transmission of orders to trade or not to trade including the errors of the Broker(s). 11. The following clause is voluntary and will be deemed a part of and incorporated into the entire Investment Advisory Agreement ONLY when signed separately in the space provided below. You are not required to sign this clause to open an account with the Advisor. Any controversy among the parties hereto involving the construction or application of any of the terms, covenants or conditions of the Agreement, shall be resolved by arbitration under the laws of New York State. BY SIGNING THIS AGREEMENT YOU: (1) MAY BE WAIVING YOUR RIGHT TO SUE IN A COURT OF LAW; AND (2) ARE AGREEING TO BE BOUND BY ARBITRATION OF ANY CLAIMS OR COUNTERCLAIMS WHICH YOU OR HENRY WEINGARTEN MAY SUBMIT TO ARBITRATION UNDER HIS AGREEMENT. IN THE EVENT OF A DISPUTE ARISES, YOU WILL BE NOTIFIED IF HENRY WEINGARTEN INTENDS TO SUBMIT THE DISPUTE TO ARBITRATION. YOU NEED NOT SIGN THIS AGREEMENT TO OPEN AN ACCOUNT WITH HENRY WEINGARTEN. I agree to arbitration: _______________________________________________________ Sign here only if you wish disputes settled by arbitration 12. In the event that any provisions of this Agreement are invalid for any reason whatsoever, all other conditions and provisions of this Agreement shall, nevertheless, remain in full force and effect. This agreement and its enforcement shall be governed by the laws of the State of New York. 13. This agreement constitutes the entire agreement between the parties, and no modifications, or amendments of the agreement shall be binding unless they are in writing and signed by the Client and Advisor. IN WITNESS WHEREOF, the parties here have executed this Agreement to be effective as of the date of acceptance by the Advisor. Approved: BY ___________________________________ Henry Weingarten Date __________________________________ ____________________________________ Witness Client Signature: _________________________ Date _____________________ _________________________ Witness Client Address and Phone Number _______________________________________________ ____________________________________________________________________________ 12 Appendix A RISK STATEMENT There can be no assurance that any program or individually managed account will achieve its investment objective. Astrology is not generally recognized as a conventional tool for forecasting or predicting market movements. Therefore, there can be no assurance that this method or any other forecasting tools or trading methodology I use can guarantee the client profits. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. Client Signature: ______________________________ Date __________________________ _______________________________ Witness 13 Appendix B SPECIAL CLIENT PERMISSION Mr. Weingarten also acts in the capacity of financial astrologer and consultant to a number of both private and public companies. While he endeavors to keep a Chinese wall between these activities, it could be perceived as a conflict of interest should Mr. Weingarten buy stock for an investing client in a corporate client’s company. Therefore, please indicate your preference below: ( ) I hereby given blanket permission for Mr. Weingarten to buy and sell stock for me in companies he has in the past or currently consults for. ( ) I hereby deny permission for Mr. Weingarten to buy and sell stock for me in companies he has in the past or currently consults for. ( ) I ask that Mr. Weingarten obtain written permission from me on a case by case basis if he wishes to buy or sell stock for me in companies he has in the past or currently consults for. Client Signature: ______________________________ Date __________________________ _______________________________ Witness 14 FREQUENTLY ASKED QUESTIONS V1.5 Q: If I have more than $400,000 to invest, can I participate in both your Jupiter and Saturn program? A: Yes, as long as you maintain a minimum of $200,000 for each and you sign two advisory agreements. Q: Can I participate in both your public and private programs? A: Yes, as long as the minimum asset size for each program is maintained and you sign two advisory agreements. Q: If I am not a US citizen, can I employ your services? A: Generally speaking, yes. However, there could be issues regarding brokerage placement if you do not have a US broker. Please contact us directly for more information. Q: Do you manage portfolios on a non-discretionary basis? A: Privately managed accounts can be non-discretionary where we contact the client for prior approval of any proposed transactions. In all other respects, non-discretionary accounts are treated the same as discretionary accounts. Q: Do you compensate any person for client referrals? A: At the current time we do not. However, should that change in the future, any referred client would be so notified in writing of the details of any direct or indirect compensation in advance of a signed contract. Q: Can you manage money for corporations as well as for individuals? A: Yes. Please accompany your application with a corporation resolution as required along with any special instructions. Q: Do you plan on offering other programs in the future? A: Yes. Please contact us in writing, email or fax if you would like to be put on our mailing list for future offerings. Q: I currently have about $250k in the stock market. If I need to make liquid some holdings before I can have you manage - can you advise me on what to sell if, for instance, I wanted to start out with $200k under your management? A: You can transfer both stock and cash to meet the $200,000 minimums. I can offer you an opinion as to which stock to sell and which to hold. This selling can be done either in your present account, or after stock is transferred to your new account with us. Q: I don't know what publicly managed means and need this defined. A: It means all Jupiter or Saturn accounts are managed alike and eventually have similar holdings. Q: Can I put my IRA into a Jupiter account? A: Yes, but certain potential aspects like shorting, which are not appropriate or allowed for IRA’s, will not be done. In other respects, they will mirror Jupiter Fund philosophy. Q: If you manage my money, do I get a discount on my Wall Street, Next Week subscription? A: Yes, we offer a 50% courtesy discount to clients. Q: Do you have any clients who would be willing to be a reference for you? A: Yes. 15 Q: Can I have more information on your SRI or Neptune investment style? A: First, I would recommend reading our SRI post on Socially Responsible Investing at http://www.afund.com/SRI.html. We plan on this being a "Cosmic Environment Fund", which will have about 50% in established “classical” SRI companies, primarily from the environmental, successor energy, natural foods and alternative health sectors. Up to 25% would be emerging small cap and microcap SRI companies with higher risk. The remaining stocks would be selected from relatively clean industries, although some might fail some passive “sainthood” screens. While we believe our TOTAL returns would be benchmarked and respectable, they may be less than those of our Jupiter investments, which are more unrestricted in scope. I personally do not buy the current SRI line that there is no cost to investing with a conscience. However, personally, I don't mind a small sacrifice in portfolio returns in exchange for aligning my pocketbook with the cosmos and helping the planet I live on. Q: If I wish to withdraw cash from my account, do I need to notify you first? A: Since we carefully allocate cash levels, a large unanticipated withdrawal of cash could mean we may be forced to sell stock at less than the best price or that we will not have cash on hand to buy stocks when they reach our target prices. We therefore ask that you let us know in advance your needs. Naturally, should an emergency arise, we will do our best accommodate your requirements. Q: What is the difference between opening my account at CITIBANK or CIBC? A: Essentially no difference. You may find Citibank has slightly better banking services, while CIBC better brokerage services. Currently Citibank does not allow shorting, but this is of importance only for aggressive Jupiter accounts. By and large, it is simply a matter of taste as both are within private banking divisions. Both account officers offer a high standard of service, and with both accounts, we will be managing your portfolio. Note: We plan on offering a third brokerage option in 2002, and recommend you check with us before you set up any new accounts. Q: What is the ticker symbol for the Astrologers Fund, Inc.? A: We are not a public mutual fund and currently offer only private money management. Q: I read an article referencing you in "The Financial Times of London". Where on your website, if anyplace, is your investment and academic background? Are your performance results audited in accordance with investment advisor industry standards? A: My biography is on page 2: http://www.afund.com/hwbio.htm. I graduated from NYU with a major in mathematics and a minor in psychology. I am series 65 and 3 registered (Registered Investment Advisor and CTA (Commodity Trading Advisor). As we manage accounts individually, there is no single overall performance to give as each account is customized by risk, reward and tax issues If you have any further questions, please feel free to call, fax or email me. Henry Weingarten (212) 949-7211 FAX: (212) 949-7274 money@afund.com 16