REVOLVING SUBORDINATED LOAN AGREEMENT

(b)

The term “Commission” shall mean the Commodity Futures Trading Commission.

(c)

The term “Capital Requirements” shall mean the rules, regulations, and requirements of the Designated Self-Regulatory Organization which were adopted pursuant to CFTC Regulations 1.17 and 1.52.

(d)

The term “CFTC regulations” shall mean the Commodity Futures Trading Commission’s Minimum Financial Regulations.

(e)

The term “Adjusted Net Capital” shall mean adjusted net capital as defined in Commodity Futures Trading Commission Regulation 1.17(c)(5).

(f)

The term “Subordination Agreement” shall mean either a subordinated loan agreement or a secured demand note agreement, as those terms are defined in Commodity Futures Trading Commission Regulation 1.17(h)(1).

2.

Lender hereby agrees to lend the sum of Five Million and 00/100 Dollars ($5,000.000.00) to Borrower, and Borrower agrees to borrow the said sum from Lender upon the terms and conditions set forth herein.

3.

Lender agrees that from time to time during the term of this Agreement it shall lend at its discretion to Borrower sums which, in the aggregate principal amount outstanding at any one time, shall not exceed $5,000,000.00 (the “Credit”).

(a)

The Credit shall be a revolving credit and Borrower may, subject to the provisions of paragraphs 7 and 8 hereof governing prepayments and repayments, request advances, repay and reborrow amounts during the continuation of the Credit, as

Lender may in its discretion deem advisable, subject to the applicable provisions of this Agreement. Each such revolving credit loan made hereunder (an “Advance”) shall have a scheduled maturity date (“Scheduled Maturity Date”) of one year from the date of the Advance unless previously paid. All such Advances made hereunder shall be included on the schedule contained in the “Revolving Subordinated Note” referred to in paragraph 3(c) below which schedule by this reference is made a part hereof.

(b)

This Agreement shall terminate on December 1, 2005, (the Maturity Date) and no new advances hereunder shall be made on or after that date. Notwithstanding the above, if any Advances made hereunder are still outstanding as of December 1, 2005, this Agreement shall continue in full force and effect with respect to such Advances until such Advances are repaid.

(c)

The obligation of Borrower to repay the aggregate unpaid principal amount of the Advances shall be evidenced by a single promissory note of Borrower bearing on its face an appropriate legend stating that such note is subject to the provisions of this Agreement, which shall be adequately referred to and incorporated herein (the “Revolving Subordinated Note”). The Revolving Subordinated Note shall be in substantially the form attached hereto as Exhibit A, with blanks appropriately completed, payable to the order of the Lender in a face amount equal to the Credit, bearing interest as set forth in paragraph 3(d) hereof. The Revolving Subordinated Note shall be dated, and shall be delivered to Lender, on the date of the execution and delivery of this Agreement by Borrower. Lender shall, and is hereby authorized by Borrower to, endorse on the schedule contained on the Revolving Subordinated Note, or on a continuation of such schedule attached thereto and made a part thereof and hereof, appropriate notations regarding the Advances evidenced by the Revolving Subordinated Note as specifically provided therein; provided, however, that the failure to make, or error in making, any such notation shall not limit or otherwise affect the obligations of Borrower hereunder or under the Revolving Subordinated Note.

(d)

The unpaid principal amount of an Advance shall bear interest prior to its Scheduled Maturity Date at the per annum rate equal to that rate specified in the Note. Interest prior to the Scheduled Maturity Date shall be payable quarterly on the last day of each calendar quarter commencing with the first of such dates to occur after the date hereof and continuing until the Scheduled Maturity Date. After the Scheduled Maturity Date, the unpaid principal amount of the Advance shall bear interest until paid at the Prime Rate in effect on the Scheduled Maturity Date of such Advance plus Two Percent (2%). All interest shall be computed on the basis of a year consisting of 360 days and paid for the actual number of days elapsed.

(e)

Notwithstanding any term hereof to the contrary, Lender reserves the right to make any Advance hereunder in its sole and absolute discretion. It is expressly understood and agreed by Borrower and each of its successors and permitted assigns that nothing herein creates any liability on Lender, its successors and permitted assigns that nothing herein creates any liability on Lender, its successors or permitted assigns to make any Advance.

(f)

Whenever Borrower desires Lender to make an Advance, it shall give written notice to the Lender (with a copy to the DSRO) of such Advance, setting forth the amount of the Advance and the date on which such Advance is to be made.

4.

The Lender hereby subordinates any right to receive any payment with respect to this Agreement, together with accrued interest or compensation, to the prior payment or provision for payment in full of all claims of all present and future creditors of the Borrower arising out of any matter occurring prior to the Maturity Date, except for claims which are the subject of subordination agreements which rank on the same priority as or are junior to the claim of the Lender under this Agreement.

5.

The proceeds of this Agreement shall be used and dealt with by the Borrower as part of its capital and shall be subject to the risks of its business.

6.

The Borrower shall have the right to deposit any cash proceeds of this subordinated loan agreement in an account or accounts in its own name in any bank or trust company.

7.

Borrower, at its option, but not at the option of Lender, may make a payment of all or any portion of the Indebtedness prior to the scheduled Maturity Date (hereinafter referred to as a “Special Prepayment”) if the written consent of the Designated Self-Regulatory Organization is first obtained. Provided, however, that no such prepayment shall be made if:

(a)

After giving effect thereto (and to all payments of payment obligations under any other subordination agreements then outstanding, the maturities or accelerated maturities of which are scheduled to fall due within six months after the date such Special Prepayment is to occur pursuant to this provision, or on or prior to the date on which the payment obligation in respect to such Special Prepayment is scheduled to mature disregarding this provision, whichever date is earlier) without reference to any projected profit or loss of the Borrower, the Adjusted Net Capital of the Borrower is less than the greatest of 1) ten (10) percent of the funds required to be segregated pursuant to the Commodity Exchange Act and CFTC Regulations and the foreign futures or foreign options secured amount, exclusive of the market value of commodity options purchased by customers of the Borrower on or subject to the rules of a contract market or a foreign board of trade (provided that the deduction for

each option customer shall be limited to the amount of customer funds in such option customer’s account(s) and foreign futures and foreign options secured amount(s); or, 2) if the Borrower is a securities broker or dealer, the amount of net capital specified in Rule 15c3-1d(c)(5)(ii) of the regulations of the Securities and Exchange Commission, [17C.F.R.240.15c3-1d(5)(ii)]; or, 3) the minimum capital requirement as defined by the DSRO; or

(b)

Pre-tax losses during the latest three month period were greater than 15% of current excess adjusted Net Capital.

(b)

In the event the Borrower is required to commence a rapid and orderly liquidation, as permitted in paragraph 8(a), the date on which the liquidation commences shall be the maturity date for any subordination agreement of the Borrower then outstanding, but the rights of the respective lenders to receive payment, together with accrued interest or compensation, shall remain subordinate as required by the provisions of such agreements.