The Job Offer

O.K. everyone, lets say hello  to Reggie Repp and Regina Repp --- who will be our prototype registered representatives throughout the life of Looking Out for U.™.  It’s Thursday and Regina Repp’s been offered a job with the brokerage firm of BeeDee Securities LLC (“Bee Dee”) and the human resources director has handed her a 4-inch thick pile of forms to complete before she starts work on Monday. At home Regina Repp  reviews the forms and promptly falls asleep. But before she nods off it occurs to her to speak with an attorney about one particular document in the pile:the “Association Agreement” --- it  looks suspiciously like a nasty employment contract.  It contains a lot of dos and don’ts, mixed in with plenty of legal mumbo jumbo. Regina mails a copy of the agreement to the securities industry law firm of Singer Frumento LLP and asks her attorney to review the document and advise her as to any problems or concerns. 

Why don't you take the time right now to review the agreement along with Regina Repp.  See if you can spot any potential problems.  Then let's see how we deal with the issues.

ASSOCIATION AGREEMENT 

This Agreement, entered into this 1st day of May 2001, sets forth the terms under which BeeDee Securities LLC ("BeeDee") shall retain the services of Regina Repp ('Representative")for the purpose of marketing securities through and on behalf of BeeDee. This Agreement shall be effective from and after the date hereof. 

1.            Commissions. 

(a) All commissions earned by Representative during a commission month shall be paid by the fifteenth of the following calendar month. 

(b) BEEDEE  will be entitled to set off against and deduct from Representative's commissions payable hereunder and/or any securities accounts maintained by Representative with BeeDee  (regardless of whether such accounts are held singly or jointly with others) in order to pay BeeDee  any amounts due or which may become due to it under this Agreement ("BeeDee  Reimbursement"). In the event that, on a date when a payment would otherwise be due to Representative hereunder, the full amount of any BeeDee  Reimbursement cannot yet be determined, then BeeDee  may set off against and deduct from any payment due Representative hereunder the amount which BeeDee  estimates, in good faith, will be the amount of the BeeDee  Reimbursement once it is finally determined.

(c) In the event that Representative's association with BeeDee  is terminated, BeeDee  may withhold, for a period of up to 60 days after such termination ('Waiting Period"), any payments which may become due hereunder to Representative after notice of termination is given. During the Waiting Period, BeeDee  shall endeavor to determine whether any state of facts exists which might cause Representative to have to pay BeeDee  Reimbursement in the future. If BeeDee  determines that such a state of facts exists, it may set off against and deduct from any payment due Representative hereunder, the amount which BeeDee  estimates, in good faith, will be the amount of the BeeDee  Reimbursement once it is finally determined. 

2.            Regulatory Compliance. 

Representative shall, at all times, conduct himself in strict conformance with (a) all applicable statues, regulations and rules of any governmental entity or agency or self-regulatory body to which Representative's activities are subject, and (b) the policies and procedures adopted and amended by BeeDee  from time to time, as set forth in BeeDee ’s compliance manual, a copy of which Representative has received and read thoroughly, as well as any BeeDee  memoranda generally distributed to its registered representatives relating to compliance, policies and procedures. Representative represents and warrants to BeeDee  that all statements and responses in Representative's employment application provided to BeeDee  and on his Form U-4, as filed with the appropriate regulatory bodies, are true and accurate. 

3.         Fails and Errors. 

Representatives shall be liable to BeeDee  for the failure of any customer serviced by Representative to deliver to BeeDee  any securities or funds required to properly close any securities sale or purchase transaction ("Fails").

 4.        Customer Complaints and Suits.

Representative shall inform BeeDee ’s Compliance Officer immediately of any complaint made by a customer, whether orally or otherwise ("Customer Complaint"). Representative agrees to indemnify and hold harmless BeeDee  and all its directors and officers against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, attorneys' fees and any and all expenses incurred in investigating, preparing or defending against any Customer Complaint) to which they, or any of them, may become subject, arising out of or relating to any Customer Complaint. The payment, or release of any commissions payable to Representative pursuant to Paragraph I hereof, shall not act as a waiver or estoppel of BeeDee ’s rights against Representative under this paragraph 

5.            Confidentiality. 

Representative shall have access to property, materials, confidential information and trade secrets of BeeDee  including, but not limited to, those used for identifying clients, actual customer leads, customer lists, information concerning customers and other BeeDee  Registered Representatives and other information pertaining to BeeDee ’s operations (“Confidential Information"). All such Confidential Information and related records shall remain the property of BeeDee  at all times. During Representative's service at BeeDee  and after termination thereof for any reason, Representative shall treat the Confidential Information as confidential, and shall not use or disclose any Confidential Information except in connection with valid BeeDee  business purposes. Representative acknowledges that any account opened at BeeDee  during the term of Representative's employment, except those accounts which Representative brought with him to BeeDee  and which are listed on the schedule attached as Exhibit A, will be nurtured and developed by Representative as a result of BeeDee 's goodwill and assistance and shall, at all times, be deemed to be proprietary to, and the property of, BeeDee . No records, including the Representative's copies of new accounts, documents, account statements, confirmations and holding sheets, shall be removed by Representative from the premises of BeeDee , except with the permission of the branch manager for the purpose of conducting the business of BeeDee . At termination from BeeDee , or earlier if BeeDee  requests, Representative shall surrender all original records and purge or destroy all computerized, duplicated or otherwise copied records, regardless of whether made by Representative or others. 

6.Unfair Competition. 

(a) For a period of one year following termination of Representative's employment with BeeDee  for any reason, Representative will not, directly or indirectly, solicit or attempt to solicit, or conduct any securities brokerage business with, any of BeeDee 's customers who were (i) serviced by Representative while he was employed by BeeDee  (with the exception of those listed on Exhibit A to this Agreement), or (ii) serviced by other BeeDee  Registered Representatives but whose names became known to Representative while he was employed by BeeDee . 

(b) Representative shall not, for a period of one year after the termination of his employment, solicit or attempt to solicit, directly or indirectly, any account executive, registered representative or other employee of BeeDee  to leave his or her employment at BeeDee  to join a competitor of BeeDee  at an office of the competitor located within 100 miles of the BeeDee  office where the Representative formerly worked. 

(c) If Representative violates paragraph 6(a) or 6(b) above, then the duration of the restrictions contained in such paragraphs shall be automatically extended for a period of one year from the date on which Representative ceases such violations or on the date on the entry by a court of competent jurisdiction of a final order or judgment enforcing such restrictions, whichever is later. 

(d) Representative acknowledges that, in the event Representative breaches the terms of paragraphs 5 or 6 of this Agreement, BeeDee s remedy at law for monetary damages will be inadequate and that BeeDee  will be entitles to an injunction to prevent Representative's breach.

            (e) Representative consents to a preliminary injunction enjoining his violation of any provisions of paragraphs 5 or 6 of this agreement and to maintain the status quo pending the hearing and final determination of the arbitration as provided in paragraph 10 of this Agreement, BeeDee ’s application to a court of law for an injunction will not constitute a waiver of BeeDee 's right to arbitration. Representative agrees that any court of law which issues an injunction shall refer any claim for damages to arbitration as provided in paragraph 10 of this Agreement. 

7.         Prior Employment. 

Representative hereby represents and warrants that (a) he was employed by NONE; (b) he was not a party to any written agreement with the Former Employer, except as previously disclosed and delivered to BeeDee ; (c) he has nottaken any proprietary property of the Former Employer; and (d) he initiated contact with BeeDee  regarding possible employment by BeeDee  and was not solicited by any BeeDee  employee. Moreover, Representative agrees that he will not initiate contact with any broker or employee employed by Former Employer regarding employment of such person by BeeDee .

 8.            Indemnification. 

Representative agrees to indemnify and hold harmless BeeDee  and its directors and officers against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, attorney's fees and costs) to which any of them become subject, arising out of or relating to a breach or alleged breach by Representative of any of its covenants, representations or warranties hereunder, or any investigation of Representative or his activities by any governmental authority or agency.

 9.            Termination. 

This Agreement does not guarantee any particular term of association with BeeDee  that may be terminated by either party at any time. The obligation of the parties hereunder shall survive the termination of Representative's association with BeeDee , whether voluntary or involuntary and shall be binding on Representative's heirs, successors and assigns.

 10.            Arbitration, jurisdiction and Governing Law. 

Any and all disputes between Representative and BeeDee  shall, at the sole option of BeeDee , be arbitrated using the facilities of the National Association of Securities Dealers, Inc. or the New York Stock Exchange, Inc., if applicable. judgment upon any such arbitration award may be entered in any court of competent jurisdiction in New York or New York County and Representative submits to the jurisdiction of any such court. Subject to the foregoing, any court action brought to enforce the terms of the Agreement may properly be brought and maintained in the courts of the State of New York,  New York County, and no party shall make objection thereto based on lack of personal jurisdiction or the convenience of the forum. This Agreement shall, at all times in all places, and in all proceedings, be interpreted under the laws of the State of New York, without regard to conflicts of law principles. Should any provision of this Agreement be held invalid for any reason, the remainder shall be unaffected.

 11.        Miscellaneous.

(a) Should any provision of this Agreement be held invalid for any reason, the remainder shall be unaffected. 

(b) Any modification to this Agreement requires a writing executed by both BeeDee  and Representative to be effective.

(c) Representative represents and warrants that Representative is not aware of any complaints filed against Representative by any prior employer, customer or regulatory, or self-regulatory, entity except as disclosed on Representative's U-4, as submitted pending association with BeeDee . 

IN WITNESS THEREOF, the parties executed this Agreement on the date first  above written. 

BeeDee Securities LLC
Yul Reegrehtet,

President 

I HAVE READ THE FOREGOING AGREEMENT COMPLETELY AND I HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS IT WITH BEEDEE'S MANAGEMENT AND WITH AN ATTORNEY OF MY OWN CHOOSING AND TO RAISE ANY QUESTIONS THAT I MIGHT HAVE CONCERNING THE AGREEMENT. I UNDERSTAND THAT MY SIGNING THIS AGREEMENT IS A CONDITION OF WHICH I UNDERSTOOD BEFORE I ACCEPTED EMPLOYMENT. 

I UNDERSTAND THE AGREEMENT AND I SIGN IT OF MY OWN FREE WILL.

REGINA REPP:  <SIGN HERE>
DATED:

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