[Logo omitted]
CUSTOMER AGREEMENT
This agreement sets forth the terms and conditions under which Spear, Leeds &
Kellogg ("SLK") will accept and maintain one or more accounts of the undersigned
("Customer").
1. Al transactions under this Agreement shall be subject to applicable
laws, rules and regulations of all federal and state and regulatory agencies and
the constitution, rules and customs of the exchange or market (and its clearing
house) where transactions are executed.
2. Confirmations of transactions and statements for the Customer's
Account(s) shall be binding upon the Customer if the Customer does not object,
in writing, within ten days after receipt by the Customer Notice or other
communications including margin and maintenance calls delivered or mailed to the
address given below shall, until SLK has received notice in writing of a
different address, be deemed to have been personally delivered to the Customer
whether actually received or not.
3. If SLK carries Customer's account as clearing broker by arrangement with
another broker through whose courtesy the account has been introduced, this
Agreement shall also apply to and incure to the benefit of such broker. Unless
SLK receives a written notice to the contrary, SLK shall accept from such other
broker, without any inquiry or investigation by it (i) orders for the purchase
or sale in Customer's account of securities and other property on margin or
otherwise, and (ii) any other instructions concerning said account. Customer
understands that SLK shall have no responsibility or liability for any acts or
omissions of such other broker, its officers, employees or agents.
4. In the event SLK holds on behalf of Customer bonds or preferred stocks
in street or bearer form which are callable in part by the isuer, such
securities shall be subject to an impartial lottery allocation system in
accordance with the rules of the New York Stock Exchange, Inc.
5. Customer agrees to provide SLK with information and documentation to
enable SLK to comply with tax laws applicable to Customer's account and Customer
agrees to reimburse SLK for any loss or penalty assessed against SLK resulting
from Customer's non-compliance with such laws and arising out of transactions
in, or the maintenance of Customer's account at SLK.
6. Customer agrees that Customer's property (including but not limited to
securities, commodity futures contracts, commercial paper, monies, and any after
acquired property) held by SLK or carried in Customer's accounts shall be
subject to a continuing security interest for payment of all of Customer's
obligations and liabilities to SLK. In the event of a breach or default under
this Agreement, SLK shall have all rights and remedies available to a secured
creditor under the Uniform Commercial Code of New York in addition to the rights
and remedies provided herein or otherwise by law. If at any time SLK considers
it necessary for its protection it may require Customer to deposit cash or
collateral with SLK to assure due performance of open contractual commitments.
7. Any breach of this Agreement or the filing of a petition in bankruptcy
or for the appointment of a receiver by or against Customer or the levy of an
attachment against Customer's account(s) with SLK, or the death, mental
incompetence or dissolution of Customer, shall constitute, at SLK's election,
Customer's default under all agreements with SLK. SLK reserves the right to sell
any property in Customer's account (including Customer's jointly held accounts,
if any), to buy any property which may be short in such acounts and/or to cancel
all outstanding transactions and to offset any indebtedness in such account
against any other of Customer's accounts (either individually or jointly with
others) and Customer shall be liable to SLK for any loss or costs sustained.
Such purchases and/or sales may be public or private and may be made without
notice or advertisement and in such manner as SLK may in its discretion
determine. At any such sale or purchase SLK may purchase or sell the property
free of any right of redemption. Customer agrees that SLK is entitled to the
reasonable costs of collection including attorney's fees, court costs and
expenses incurred by SLK in collecting Customer's unpaid debit balances.
8. No term or provision of this Agreement may be waived or modified unless
in writing and signed by the party against whom such waiver or modification is
sought to be enforced. SLK's failure to insist upon complete compliance with any
term of this Agreement shall in no event be considered a waiver by SLK of its
rights or privileges. This Agreement contains the entire understanding between
Customer and SLK concerning the subject matter of this Agreement. Customer may
not assign any rights and obligations hereunder without first obtaining the
prior written consent of SLK. Notice or other communications including margin
calls delivered or mailed to the address given below, or such other address as
is provided in writing to SLK by Customer, shall be deemed to have been
personally delivered.
9. Customer hereby agrees that this Agreement and all the terms thereof
shall be binding upon its heirs, executors, administrators, personal
representatives and assigns. This Agreement shall be binding upon and inure to
the benefit of SLK, its successors and assigns.
10. This Agreement shall be governed and construed by the laws of the State
of New York and the rights and liabilities of the parties shall be determined in
accordance with such laws.
11. All orders for the purchase or sale of securities and other property
will be authorized by the Customer and executed with the understanding that an
actual purchase or sale is intended and that it is the Customer's intention and
obligation in every case to deliver certificates or commodities to cover any and
all sales or to receive and pay for certificates or commodities upon SLK's
demand. If SLK makes a short sale of any securities and other property at the
Customer's direction or if the Customer fails to deliver to SLK any securities
and other property that SLK has sold at the Customer's direction, SLK is
authorized to borrow the securities and other property necessary to enable SLK
to make delivery and the Customer agrees to be responsible for any cost or loss
SLK may incur, or the cost of obtaining the securities and other property if SLK
is unable to borrow it. SLK is the Customer's agent to complete all such
transactions and is authorized to make advances and expend monies as are
required.
12. Customer agrees that, in giving orders to sell, all "short" sale orders
will be designated as "short" and all "long" sale orders will be designated as
"long" and that the designation of a sell order as "long" is a representation on
the part of Customer that Customer owns the security.
13. If any provisions herein are deemed inconsistent with any present or
future law, rule or regulation of any government or regulatory body having
jurisdiction over the subject matter of this Agreement, such provision only
shall be considered rescinded or modified in accordance with any such law, rule
or regulation.
14. * ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
* THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK
REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY
TRIAL.
* PRE-ARBITRATION DISCOVERY IS GENERALLY MORE
LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS.
* THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE
FACTUAL FINDINGS OR LEGAL REASONING AND ANY
PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION
OF RULINGS BY THE ARBITRATIONS IS STRICTLY LIMITED.
* THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE
A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED
WITH THE SECURITIES INDUSTRY.
15. THE CUSTOMER AGREES, AND BY CARRYING AN ACCOUNT FOR THE CUSTOMER SLK
AGREES THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN US CONCERNING ANY
TRANSACTION OR THE CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS OR ANY OTHER
AGREEMENT BETWEEN US PERTAINING TO SECURITIES AND OTHER PROPERTY, WHETHER
ENTERED INTO PRIOR, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY
ARBITRATION. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED PURSUANT TO
THE FEDERAL ARBITRATION ACT BEFORE THE AMERICAN STOCK EXCHANGE, INC., THE NEW
YORK STOCK, INC. OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. AND IN
ACCORDANCE WITH THE RULES OBTAINING OF THE SELECTED ORGANIZATION. THE CUSTOMER
MAY ELECT IN THE FIRST INSTANCE WHETHER ARBITRATION SHALL BE AT THE AMERICAN
STOCK EXCHANGE, INC., THE NEW YORK STOCK EXCHANGE, INC. OR THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC., BUT IF THE CUSTOMER FAILS TO MAKE SUCH
ELECTION, BY REGISTERED LETTER OR TELEGRAM ADDRESSED TO SLK AT SLK'S MAIN
OFFICE, BEFORE THE EXPIRATION OF TEN DAYS AFTER RECEIPT OF A WRITTEN REQUEST
FROM SLK TO MAKE SUCH ELECTION, THEN SLK MAY MAKE SUCH ELECTION. THE AWARD OF
THE ARBITRATORS, OR OF THE MAJORITY OF THEM, SHALL BE FINAL, AND JUDGEMENT UPON
THE AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING
JURISDICTION.
16. Under Rule 14b-1(c) of the Securities Exchange Act, we are required to
disclose to an issuer the name, address, and securities position of our
Customers who are beneficial owners of that issuer's securities unless the
Customer objects. Therefore, please check one of the boxes below:
X Yes, I do object to the disclosure of such information.
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No, I do not object to the disclosure of such information.
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17. APPLICABLE TO MARGIN ACCOUNTS ONLY:
(a) The Customer agrees to maintain in all accounts with SLK such
positions and margins as required by all applicable statutes, rules,
regulations, procedures and custom, or as SLK deems necessary or advisable. The
Customer agrees to promptly satisfy all margin and maintenance calls, and to pay
promptly on demand any debit balance owing with respect to any margin accounts.
Any nonpayment shall be a breach of this Agreement and SLK may take such action
as it considers necessary for its protection.
(b) The Customer should clearly understand that, notwithstanding a
general policy of giving Customers notice of a margin deficiency, SLK is not
obligated to request additional margin from the Customer in the event the
Customer's account falls below minimum maintenance requirements. More
importantly, there may/will be circumstances where SLK will liquidate securities
and/or other property in the account without notice to the Customer to ensure
that minimum maintenance requirements are satisfied.
(c) Customer hereby authorized SLK to lend either to itself or to
others any of Customer's securities held by SLK in a margin account and to carry
all such property in its general loans. Such property may be pledged, repledged,
hypothecated or rehypothecated either separately or in common with other such
property for any amounts due to SLK thereon or for a greater sum, and SLK shall
have no obligation to retain a like amount of similar property in its possession
and control.
(d) Customer hereby acknowledges receipt of SLK's Truth-in-Lending
disclosure statement. Customer understands that interest will be charged on any
debit balances in accordance with the methods described in this statement or in
any amendment or revision thereto which may be provided to Customer.
BY SIGNING THIS AGREEMENT THE CUSTOMER ACKNOWLEDGES THAT:
1. THE SECURITIES IN THE CUSTOMER'S MARGIN ACCOUNT MAY BE LOANED TO SLK OR
LOANED OUT TO OTHERS AND;
2. THE CUSTOMER HAS RECEIVED A COPY OF THIS AGREEMENT.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE ON THIS PAGE AT
PARAGRAPH 15.
Persons signing on behalf of others must indicate title or capacity if joint
account both parties must sign.
June 27, 2000
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Date
Pacific Partners, LLC
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(Typed or Printed Name(s))
/s/William S. Levine
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(Signatures(s) Two (2) Signatures If Joint Account)
1702 East Highland Avenue, #310
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(Mailing Address)
Phoenix, AZ 85016
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Acct No.: _________________________________________
