CUSTOMER AGREEMENT

In consideration of Valbury e-Capital Ltd (hereinafter called ‘Valbury’) whether acting as broker or principal and accepting one or more accounts in commodities, gold, foreign exchange, commodity futures contracts, (collectively, “commodity contracts”) for the undersigned (hereinafter called ‘Customer’), it is agreed with respect to all accounts whether upon margin or otherwise, which the undersigned now has or may at any future time with Valbury, including accounts from time to time closed and then reopened, as follows:

1.      AUTHORISATION. Customer authorises Valbury to purchase and sell commodity contracts for the Customer’s account in accordance with Customer’s oral or written instructions. Customer hereby waives any defense that any such instructions were not in writing as may be required by any law, rule or regulation. The authority hereby conferred shall remain in force until written notice of its revocation signed by Customer, or by any one of the Customers in the case of a joint account, is received by Valbury at its main office. Each Customer having an interest in a joint account shall have the authority to issue such instructions and generally to deal with Valbury as fully and completely as if the other person had no interest therein. Valbury shall be under no duty or obligation to inquire into the purpose or propriety of any instruction given by any Customer in the case of a joint account and shall be under no obligation to see application of any funds delivered to any Customer upon his order.

2.      GOVERNMENTAL AND EXCHANGE RULES. All transactions shall be subject to the constitution, by-laws, rules, regulations, customs, usages, rulings and interpretations of the exchange, board of trade, contract market or other market (and its clearing house, if any) where executed and to all applicable Singapore laws and regulations. If any statute, rule or regulation shall hereafter be adopted by any governmental authority, exchange, board of trade, clearing house, or self regulatory organization which shall be binding upon Valbury and shall affect in any manner or be inconsistent with any of the provisions hereof, the affected provisions of this agreement shall be deemed modified or superseded, as the case may be, by the applicable provisions of such statute, rule or regulation, and all other provisions of this agreement and provisions so modified shall be in all respects in all respects continue in full force and effect.

3.      MARGINS. Customer shall provide to and maintain with Valbury margin in such amounts and in such form as Valbury, in its sole discretion, from time to time may determine. Such margin requirements established by Valbury may exceed the margin required of Valbury by an exchange. Valbury may change margin requirements in its sole discretion at any time. If Valbury determines that additional margin is required, Customer agrees to deposit with Valbury such additional margin when and as required and demanded by Valbury, and will promptly meet all margin calls in such manner as Valbury shall designate in its sole discretion. Notwithstanding any demand for additional margin, Valbury at any time may proceed in accordance with paragraph 5 below, and any failure to proceed shall not be deemed a waiver of any rights by Valbury. No previous margin shall establish any precedent. Valbury shall not be liable to Customer for the loss of any margin deposits which is the direct or indirect result of the bankruptcy, insolvency, liquidation, receivership, custodianship or assignment for the benefit of creditors of any bank, another clearing broker, exchange, clearing organization or similar entity.

4.      SECURITY AGREEMENT AND TRANSFER AUTHORISATION.

(a)      All funds, securities, commodities, commodity contracts and other property of the Customer which Valbury at any time may be carrying for Customer (either individually, jointly with others or as a guarantor of the account of another person) or which at any time may be in Valbury’s possession or control or carried on its books for any purpose, including safekeeping, are to be held by Valbury as security and subject to a general lien and right of set-off for all liabilities of Customer to Valbury or any affiliate of Valbury. From time to time, Valbury in its sole discretion, without prior notice to Customer, may apply or transfer any funds (including segregated funds) or other property interchangeably between any of Customer’s accounts at Valbury or an affiliate of Valbury as may be necessary for margin or to satisfy or reduce any deficit or debit balance in any such account. Within a reasonable time after any such transfer, Valbury will confirm the transfer in writing to Customer.

(b)      All property carried for Customer by Valbury shall be segregated, Customer hereby grants to Valbury the rights to pledge, repledge, hypothecate, rehypothecate, or invest, either separately or with the property of other Customers, any securities or other property held by Valbury for the accounts of Customer or as collateral thereof, including without limitation to any exchange or clearing house through which trades of Customer are executed. Valbury shall be under no obligation to pay to Customer or account for any interest, income or benefit derived from such property and funds or to deliver the same securities or other property deposited with or received by Valbury for the account of Customer. Valbury may deliver securities or other property of like or equivalent kind or amount.

5.      LIQUIDATION OF ACCOUNTS. In the event of (a) death or judicial declaration of in competency of Customer, (b) the filling of a petition in bankruptcy, or a petition for the appointment of a receiver, by or against Customer, or any one of the Customers if this is a joint account, (c) the filling of an attachment against any of Customer’s accounts carried by Valbury, (d) insufficient margin, or Valbury’s determination that any collateral deposited to protect one or more accounts of Customer is inadequate, regardless of current market quotations, to secure the account, or (e) any other circumstances or developments that Valbury deems to require action necessary for its protection, Valbury is hereby authorised, according to its judgment and its sole discretion, to take one or more or any portion of the following actions: (1) satisfy any obligation Customer may have to Valbury, either directly or by way of guaranty or suretyship, out of any of Customer’s funds or property in the custody or control of Valbury; (2) Sell any or all commodity contracts, commodities, or securities held or carry for Customer or to purchase any or all commodity contracts, commodities or securities held or carried as a short position for Customer; and (3) cancel any or all outstanding orders, contracts, or any other commitments made on behalf of Customer. Any of the above actions may be taken without demand for margin or additional margin, without prior notice of sale or purchase or other notice or advertisement to Customer, his personal representatives, heirs, executors, administrators, legatees, or assigns, and regardless of whether the ownership interests shall be solely the Customer’s or held jointly with others. In liquidating Customer’s long or short positions, Valbury in its sole discretion, may sell or purchase in the same contract month or initiate new long or short positions in order to establish a spread or straddle which in Valbury’s judgment may be necessary or advisable to protect existing positions in Customer’s account. Any sales or purchases hereunder may be made according to Valbury’s judgment and at its discretion on any exchange or other market where such business is then usually transacted or at public auction or at private sale, and Valbury may purchase the whole or any part thereof free from any right of redemption. It is understood that, in all cases, a prior demand, call, or notice of the time and place of a sale or purchase shall not be considered a waiver of Valbury’s right to sell or buy without demand or notice as herein provided. Customer at all times shall be liable for the payment of any debit balance upon demand by Valbury and shall be liable for any deficiency remaining in Customer’s account(s) in the event of the liquidation thereof in whole or in part by Valbury or by Customer. In the event the proceeds realised pursuant to this authorisation are insufficient for the payment of all liabilities of Customer due to Valbury, Customer promptly shall pay, upon demand, the deficit and all unpaid liabilities, together with interest thereon and all costs of collection including reasonable attorneys’ fees. In the event Valbury incurs expenses, including legal fees, with respect to any account of Customer, Customer agrees to be liable therefore.

6.      CHARGES. Customer agrees to pay such brokerage and commission charges and fees as Valbury may establish and change from time to time. Customer agrees to be liable to Valbury for interest on amounts due from Customer to Valbury at the rates customarily charged by Valbury.

7.      STATEMENTS AND CONFIRMATIONS. Reports of the confirmation of orders and statements of the accounts of Customer shall be deemed correct and shall be conclusive and binding upon Customer if not objected to in writing within five (5) days after transmittal to Customer by mail or otherwise. Such written objection on Customer’s part shall be directed to Valbury’s registered office, and shall be deemed received only if actually delivered or mailed by registered mail, return receipt requested. Failure to so object shall be deemed ratification of all action taken by Valbury or Valbury’s agents prior to such reports being furnished to Customer.

8.      COMMUNICATIONS. Reports, statements, notices and any other communications may be transmitted to Customer at the address given in the Account Application, or to such other address as Customer may from time to time designate in writing. All communications so sent, whether by mail, telegraph, telex, air courier, messenger or otherwise, shall be deemed transmitted when deposited in our mail, or, when received by a transmitting agent, and deemed delivered to Customer personally, whether actually received by Customer or not.

9.      COMMUNICATION DELAYS. Valbury shall not be held responsible for delays in the transmission or execution of orders due to a breakdown or failure or transmission or communication facilities, or for any other cause beyond Valbury’s control.

10.      CURRENTLY FLUCTUATION RISK. If Customer directs Valbury to enter into any transactions to be effected in a foreign currency: (a) any profit or loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for Customer’s account and risk; (b) all initial and subsequent deposits for margin purposes shall be made in U.S. Dollars or in such other currency and in such amounts as Valbury in its sole discretion may require; and (c) Valbury is authorised to convert funds in Customer’s account into and from such foreign currency at an exchange rate determined by Valbury in its sole discretion on the basis of then prevailing exchange rates.

11.      RISK ACKNOWLEDGEMENT. Customer acknowledges that investment in commodity contracts is speculative, involves a high degree of risk and is suitable only for persons who can assume risk of loss in excess of their margin deposits. Customer understands that because of the low margin normally required in futures trading, price changes in commodity contracts may result in significant losses, and these losses may substantially exceed Customer’s margin deposits. Customer represents that it is willing and able, financially and otherwise, to assume the risks of futures trading, and in consideration of Valbury’s carrying his account(s), Customer agrees not to hold Valbury responsible for losses incurred through following its trading recommendations or suggestions or those of its employees, agents or representatives. Customer recognises that guarantees of profit or freedom from loss are impossible of performance in commodity trading, acknowledges that he has received no such guarantees from Valbury or from any of its representatives, and has not entered into this agreement in consideration of or in reliance upon any such guarantees or similar representations.

 

12.      TRADING RECOMMENDATIONS. Customer acknowledges that (a) any market recommendations and information communicated to Customer by Valbury do not constitute an offer to sell or the solicitation of any offer to buy any commodity or commodity contracts; (b) such recommendations and information, although based upon information obtained from sources believed by Valbury to be reliable, may be incomplete and may not be verified; and (c) Valbury makes no representation, warranty or guaranty as to, and shall not be responsible for, the accuracy or completeness of any information or trading recommendation furnished to Customer. Customer understands that Valbury’s officers, directors, affiliates, stockholders, employees or representatives may have a position in and may intend to buy or sell commodities or commodity contracts which are the subject of market recommendations furnished to Customer, and that the market position of any such officer, director, affiliate, stockholder, employee or representative may or may not be consistent with the recommendations furnished to Customer by Valbury. Valbury makes no representation, warranty or guaranty with respect to tax consequences of Customer’s transactions.

13.      CUSTOMER REPRESENTATIONS. Customer represents that information contained in the Account Application is true, correct, and not misleading in any respect, and agrees that he will promptly notify Valbury in writing if any of the representations contained therein materially changes or ceases to be true and correct in any material respect. Customer further represents that he is of legal age and sound mind and that, except as disclosed in writing to Valbury, no one except Customer has an interest in any account or accounts carried for Customer by Valbury. Customer further represents that he is not an employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange, any firm registered on any exchange, any futures commission merchant, any introducing broker, or any bank, trust, or insurance company, he will promptly notify Valbury in writing of such employment.

14.      TRADING LIMITATIONS. Valbury at any time in its sole discretion may limit the number of positions which Customer may maintain or acquire through Valbury. Customer agrees not to exceed the position limits established by the exchange or any contract markets, whether acting alone or with others, and to promptly advise Valbury if Customer is required to file any reports on positions.

15.      NO WAIVER OR AMENDMENT. No provision of this agreement may be waived or amended unless the waiver or amendment is in writing and signed by an authorised officer of Valbury. No waiver or amendment of this agreement shall be implied from any course of dealing between the parties from any failure by Valbury or its agents to assert its rights under this agreement on any occasion or series of occasions. No oral agreements or instructions to the contrary shall be recognised or enforceable.

16.      GOVERNING LAW. This agreement and its enforcement shall be governed by the laws of the British Virgin Island. No action, regardless of form, arising out transactions under this agreement may be brought by Customer more than one year after the cause of action arose. Wherever possible, each provision of this agreement shall be interpreted in such a manner as to be valid and effective under applicable law, but if any provision of this agreement shall be prohibited by or is invalid under such law, such provision shall be ineffective to the extend of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this agreement.

17.      BINDING EFFECT. This agreement shall be continuous and shall cover, individually and collectively, all accounts of Customer at any time opened or reopened with Valbury, irrespective of any change or changes at any time in the personnel of Valbury or its successors, assigns, or affiliates, for any cause whatsoever; shall inure to the benefit of Valbury and its successors and assigns; whether by merger, consolidation or otherwise; and shall be binding upon Customer and the estate, executors, administrators, legal representatives, successors and assigns of Customer. Customer hereby ratifies all transactions with Valbury effected prior to the date of this agreement, and agrees that the rights and obligations of Customer in respect thereto shall be governed by terms of this agreement, which supersedes all prior Customer Agreements between Valbury and Customer.

18.      TERMINATION. This agreement shall continue in effect until terminated and may be terminated by Customer at any time when Customer has no positions and no liabilities held by or owed to Valbury or at any time whatsoever by Valbury; provided, however, that any such termination shall not affect any transactions theretofore entered into and shall not relieve either party of any obligations in connection with any debit or credit balance or either liability or obligation incurred prior to such termination.

19.      INDEMNIFICATION. Customer agrees to indemnify Valbury and hold Valbury harmless from and against any and all liabilities, losses, damages, costs and expenses, including attorneys’ fees, incurred by Valbury because any of Customer’s representations and warranties shall not be true and correct or the agreements made herein by Customer shall not be fully and timely performed. Customer also agrees to pay promptly to Valbury all damages, costs and expenses, including attorneys’ fees, incurred by Valbury in the enforcement of any of the provisions of this agreement.

20.      RECORDING. Customer understands that Valbury, in its sole discretion, may record, on tape or otherwise, any telephone conversation between Valbury and Customer. Customer hereby agrees and consents to such recording and waives any right Customer may have to object to the admissibility into evidence of such recording in any legal proceeding between Customer and Valbury or in any other proceeding to which Valbury is a party or in which Valbury’s records are subpoenaed.

21.      INTRODUCING BROKER. If Customer’s account is carried by Valbury only as a clearing broker, Customer acknowledges that Valbury is not responsible for the conduct, representations and statements of the introducing broker or its associated persons in the handling of Customer’s account. Customer agrees to waive any claims against Valbury, and to indemnify and hold Valbury harmless, for any actions or omissions of the introducing broker or its associated persons.

22.      TERMS AND HEADINGS. The term “Valbury” shall be deemed to include Valbury e-Capital Ltd and its successors and assigns. The term “Customer” shall be deemed to refer to the party or parties executing this agreement. All pronouns shall be deemed to refer to the feminine or the masculine as the gender of Customer requires. If this is a joint account, the singular shall mean, where appropriate, all owners of an account and the statements, agreements, representations and warranties set forth herein shall be deemed to have been made by each owner of the account. The paragraph headings in this agreement are inserted for convenience of reference only and are not intended to limit the applicability or affect the meaning of any of its provisions.

23.      JOINT ACCOUNT PROVISION. If this account is an joint account, in the event of the death of any of the Customers, the survivor(s) shall immediately give Valbury written notice thereof, and Valbury, before or after receiving such notice, may take such action, institute such proceeding, require such papers, retain such portion of the account, and restrict transactions in the account as Valbury may deem advisable to protect Valbury against any tax, liability, penalty, or loss under any present or future laws or otherwise. The estate(s) of any of the Customers who shall have died shall be liable, and the survivor(s) shall continue to be liable, to Valbury for any debit balance or loss in the account in any way resulting from the completion of transactions initiated prior to the receipt by Valbury of the written notice of the death of the decedent, or incurred in the liquidation of the account, or the adjustment of the interests of the respective parties.

IF THIS IS A JOINT ACCOUNT, CHOOSE ONE OF THE FOLLOWING:

(a)

JOINT TENANCY WITH RIGHT OF SURVIVORSHIP. It is the express intention of the undersigned to create an account as joint tenants with rights of survivorship and not as tenants-in-common in the account(s) hereunder.

the undersigned to create an account as joint tenants with rights of survivorship and not as tenants-in-common in the account(s) hereunder. In the event of the death of any of the undersigned, the entire interest in the joint account(s) shall be vested in the survivor(s) on the same terms and conditions as therefore held, without in any manner releasing the decedent’s estate from the liability provided for herein.

(b)

TENANTS-IN-COMMON. The account(s) hereunder of the undersigned are held by them as tenants-incommon. In the event of the death of any of the undersigned, the interest in the account shall vest in the undersigned in accordance with the instrument creating the co-tenancy or, in the absence thereof, in equal undivided shares to each of the undersigned, without in any manner releasing the decedent’s estate from the liability provided for herein.

In neither box is checked, Valbury may presume that it is the express intention of the undersigned to create an account as joint tenants with right of survivorship.

24.      ACCEPTANCE. This agreement shall be deemed to be accepted by Valbury become a binding contract between Customer and Valbury until approved at Valbury’s registered office by its authorised officers.

THIS IS A CONTRACTUAL AGREEMENT. DO NOT SIGN UNTIL YOU HAVE READ IT CAREFULLY.

ALL PARTIES IN A JOINT ACCOUNT MUST EXECUTE THIS AGREEMENT.

CUSTOMER ACKNOWLEDGES THAT HE MUST COMPLETE A SEPARATE ACCOUNT APPLICATION.

CONSENT TO JURISDICTION

The parties agree that all disputes, claims, actions or proceedings arising directly, indirectly or otherwise in connection with, out of, related to or from this Customer Agreement and any related agreements shall be litigated at the discretion and election of Valbury only in a court in the British Virgin Island. Customer consents and submits to the jurisdiction of any court located within the British Virgin Island, appoints and designates Valbury (or any other party whom Valbury may from time to time hereinafter designate) as Customer’s true and lawful attorney-in-fact and duly authorised agent for service of legal process, and agrees that service of such process upon Valbury or such other party shall constitute personal service of such process upon Customer; provided, that Valbury or such party shall, within five days after receipt of any such process, forward the same by air courier or by certified or registered mail, together with all papers affixed thereto, to Customer at Customer’s mailing address. Customer hereby waives any right Customer may have to transfer or change the venue of any litigation brought against Customer by Valbury.