THE CLIENT HEREBY ACKNOWLEDGES AND AGREES THAT HE/SHE UNDERSTANDS THAT THE INCIDENCE OF TECHNICAL DIFFICULTY AND THE RISK OF INACCURACY IS AN INHERENT PART OF TRANSACTING VIA THE INTERNET, AND THE CLIENT ASSUMES THE RISK AND RESPONSIBILITY AS PROVIDED IN THE AGREEMENTS BELOW AND OF MONITORING THE ACCOUNT TO ENSURE THAT ERRORS, IF THEY OCCUR, ARE REPORTED TO INDEPENDENT DIRECT A DIVISION OF INDEPENDENT TRADING GROUP (ITG) INC. IMMEDIATELY FOR CORRECTION.

THE CLIENT ACKNOWLEDGES AND AGREES THAT HE/SHE HAS READ AND UNDERSTOOD, AND AGREES TO BE BOUND BY, THE PROVISIONS OF THE AGREEMENTS BELOW THAT LIMIT THE LIABILITY OF INDEPENDENT DIRECT FOR ANY DAMAGE CAUSED THROUGH TECHNICAL ERRORS AFFECTING THE INDEPENDENT DIRECT SERVICE, AND THAT PLACE THE RESPONSIBILITY FOR MONITORING THE ACCOUNT ON THE CLIENT.

CLIENT ACCOUNT AND MARGIN AGREEMENT

TO: Independent Trading Group (ITG) Inc.

In consideration of Independent Direct, a division of Independent Trading Group (ITG) Inc.

(“Independent Direct”), agreeing to operate, open or maintain any account or accounts (individually or collectively, the “Account”) for a client (the “Client”) for the purchase or sale of, or otherwise dealing in (collectively, “Transactions”), securities (including without limitation shares, bonds, debentures, notes, warrants, rights, options, commodities), (collectively, “Securities”), whether or not on margin and whether or not as a short sale, the Client hereby represents, warrants, covenants and agrees with

Independent Trading Group (ITG) Inc. as follows:

1. APPLICABLE RULES AND REGULATIONS All Transactions in Securities for the Account shall be subject to the constitutions, by-laws, rulings, regulations, customs and usages of the exchanges or markets and their clearing houses, if any, where made and to all laws, regulations and orders of any applicable governmental or regulatory authorities (all collectively referred to as “Applicable Rules and Regulations”).
2. SETTLEMENT AND TRANSACTION CHARGES Full and timely settlement will be made for each Transaction in Securities for the Account. The Client will pay to Independent Direct all commissions in respect of each transaction (including any transaction pursuant to section 7) and will pay to Independent Direct all other transaction charges, including interest, which shall be calculated daily and compounded monthly, on outstanding indebtedness. Commissions shall be at Independent Direct’s customary rates in the circumstances or as negotiated from time to time. The interest rate shall be the interest rate designated from time to time by Independent Trading Group (ITG) Inc. to its brokerage accounts as being its effective rate for determining interest on debit balances in accounts with Independent Direct and the Client waives notice of all changes in such rates. Other transaction charges shall be at Independent Direct’s customary rates in the circumstances or as negotiated from time to time.
3. OPERATION OF THE ACCOUNT Independent Direct has the right to determine at its discretion whether or not any order for Transactions in Securities for the Account is acceptable and whether to execute said order. Independent Direct will credit to the Account any interest, dividends or other monies received in respect of Securities held in the Account and any monies (net of all charges) received as proceeds from Transactions in Securities for the Account, and will debit to the Account any amounts owing, including interest, by the Client to Independent Direct pursuant to this Agreement. Independent Direct will maintain a record of receipts and deliveries of Securities and the Client’s resulting positions in the account. The Client agrees to pay any service fees or service charges relating to services provided for the administration of the Account. The Client agrees that Independent Trading Group (ITG) Inc. will not be liable in connection with the execution, handling, purchasing, exercising and/or writing of put and/or call options for the Client’s account, except for gross negligence or willful misconduct on the part of either of them.
4. PAYMENT OF INDEBTEDNESS The Client will promptly pay all indebtedness when due except to the extent covered by a margin facility. For the purpose of this agreement, the term “indebtedness” at any time means all indebtedness of the Client to Independent Direct as set out in any statement of account or other communication sent by Independent Direct to the Client and includes interest on any credit extended to the Client and the reasonable costs of collection of payment owed to Independent Direct, together with legal fees associated therewith. The Client will promptly pay all indebtedness due to Independent Direct as a result of any reduction or cancellation of any margin facility. The Client agrees to pay for all securities purchased on the day of settlement.
5. MARGIN If the Account is a margin account, the Client acknowledges and agrees that the margin facility is available solely upon condition that Independent Direct may, without notice, at any time and from time to time: (a) reduce or cancel any margin facility made available to the Client or refuse to grant any additional margin facility to the Client; or (b) require the Client to provide margin in addition to the margin required by Applicable Rules and Regulations. The Client will provide Independent Direct with any margin which is requested by Independent Direct and will promptly pay any indebtedness due as a result of any reduction or cancellation of any margin facility. It is Independent Direct’s policy to operate its margin business on a trade date basis.
6. PLEDGE AND USE OF COLLATERAL As continuing collateral security for the payment of any Indebtedness which is now or which may in the future be owing by the client to Independent Direct, the Client hereby pledges to Independent Trading Group (ITG) Inc. all of his Securities and cash, including any free credit balances, which may now or hereafter be in any of his accounts with Independent Direct (collectively, the “Collateral”), whether held in the Account or in any other account in which the Client has an interest and whether or not any amount owing relates to the Collateral pledged. So long as any Indebtedness remains unpaid, the Client authorizes Independent Trading Group (ITG) Inc., without notice, to use at any time and from time to time the Collateral in the conduct of Independent Direct’s business, including the right to: (a) combine any of the Collateral with property of Independent Direct or other clients or both; (b) pledge any of the Collateral which is held in Independent Direct’s possession as security for its own indebtedness; (c) lend any of the Collateral to Independent Direct for its own purposes; or (d) use any of the Collateral for making delivery against a sale, whether a short sale or otherwise and whether such sale is for the Account or for the account of any other client of Independent Direct.
7. ELIMINATION OR REDUCTION OF INDEBTEDNESS If: (a) the Client fails to pay any Indebtedness when due; (b) Independent Direct deems the margin held by it to be insufficient for its protection; (c) on or before any settlement date the Client fails to comply with any other requirement contained in the Agreement; then, in addition to any other right or remedy to which Independent Trading Group (ITG) Inc. is entitled, Independent Trading Group (ITG) Inc. may at any time and from time to time without notice or demand to the Client: (a) apply monies held to the credit of the Client in any other account with Independent Direct to eliminate or reduce Indebtedness; (b) sell, contract to sell or otherwise dispose of any or all of the Securities held by Independent Direct for the Client and apply the net proceeds therefrom to eliminate or reduce Indebtedness; (c) purchase or borrow any Securities necessary to cover short sales or any other sales made on the Client’s behalf in respect of which delivery of certificates in an acceptable delivery form has not been made; or (d) cancel any outstanding orders. Such rights may be exercised separately, successively or concurrently. Independent Trading Group (ITG) Inc. shall not be required by this Agreement to exercise any such rights nor shall it be required to exercise any right prior to exercising any other right. The failure to exercise any or all of such rights or the granting of any indulgence shall not in any way limit, restrict or prevent Independent Trading Group (ITG) Inc. from exercising such rights at any subsequent time and shall not limit, reduce or discharge any indebtedness or part thereof. Any such sales or purchases for the Account may be made upon any exchange or market or at a public or private sale upon such terms and in such manner as Independent Trading Group (ITG) Inc. deems advisable. If demand is made or notice is given to the Client by Independent Direct, it shall not constitute a waiver of any of Independent Trading Group (ITG) Inc.’s rights to act hereunder without demand or notice. Any and all expenses (including any legal expenses) reasonably incurred by Independent Trading Group (ITG) Inc. in connection with exercising any right pursuant to this section 7 may be charged to the Account. The Client shall remain liable to Independent Trading Group (ITG) Inc.for any deficiency remaining following the exercise by Independent Trading Group (ITG) Inc. of any or all of the foregoing rights and agrees that the rights which Independent Trading Group (ITG) Inc. is entitled to exercise pursuant to this section are reasonable and necessary for its protection having regard to the nature of securities markets, including in particular, their volatility.
8. ALTERNATIVE COURSE OF ACTION Whenever this Agreement entitles Independent Trading Group (ITG) Inc. to alternative courses of action, Independent Trading Group (ITG) Inc. shall be entitled to choose any, one or all of such alternative courses of action in its sole unfettered discretion.
9. CLIENT’S SECURITIES AND DEPOSITS Independent Direct may hold the Client’s Securities and deposits at Independent Trading Group (ITG) Inc.’s head office or any of its branches or at any other location where it is customary for Independent Trading Group (ITG) Inc. to keep its Securities and deposits and Independent Direct’s responsibilities to the Client for so holding the Client’s Securities and deposits shall be limited to the same degree of care exercised by Independent Trading Group (ITG) Inc. in the custody of its own Securities and deposits. Certificates for Securities of the same issue and for the same aggregate amounts may be delivered to the Client in lieu of those originally deposited by the Client.
10. FREE CREDIT BALANCES Any monies held by Independent Direct from time to time to the Client’s credit are payable on demand, need not be segregated and may be used by Independent Trading Group (ITG) Inc. in the ordinary conduct of its business. The Client acknowledges that the relationship of the Client and Independent Direct with respect to such monies is one of debtor and creditor only. 
11. TRANSFERS TO OTHER ACCOUNTS Independent Trading Group (ITG) Inc. may at any time and from time to time take any monies or Securities in the Account and any proceeds from the sale or other disposition of such Securities to pay or cover any obligations of the Client to Independent Direct including obligations of the Client in respect of any other Account with Independent Direct, whether such account is a joint account or is an account guaranteed by the Client. 
12. GOOD DELIVERY Except for any declared short sale, the Client will not order any sale or other disposition of any Securities not owned by the Client or of which the Client will be unable to make delivery in acceptable delivery form on or before the settlement date. Whenever the Client orders a short sale, the Client will declare it as a short sale.
13. ACCOUNT STATEMENTS The Client shall immediately notify Independent Direct if there is any omission, inaccuracy or incorrect information in any confirmation, statement or other communication sent to the Client by Independent Direct. The Client will be liable to Independent Trading Group (ITG) Inc. for any damages or debts in the Account arising from the Client’s failure to so notify Independent Direct. Where any omission, inaccuracy or incorrect information operates in favour of Independent Direct, the Client agrees that every confirmation, statement or other communication sent by Independent Direct to the Client shall be deemed to have been acknowledged as correct, approved and consented to by the Client unless Independent Direct shall have received written notice to the contrary within thirty days after it is sent to the Client. 
14. CLIENT INFORMATION In addition to providing requested information on the Client’s application form at the time of Account opening, the Client will from time to time advise Independent Direct if the Client acquires a controlling interest in or otherwise becomes an insider of any reporting issuer. The Client hereby authorizes Independent Trading Group (ITG) Inc. to obtain any credit reports concerning the Client required by Independent Direct for the establishment or operation of the Account. Unless otherwise disclosed, the Client, if an individual and not an employee of Independent Trading Group (ITG) Inc., hereby represents that the Client is not a partner, director or employee of a member, member firm or member corporation of any stock exchange or a non-member broker or investment dealer. If a Client becomes a partner, director or employee of a member, member firm or member corporation of any stock exchange or non-member broker or investment dealer, the Client will advise Independent Direct in writing and complete all documents required in order that the Client may continue to be a customer of Independent Direct. The Client acknowledges that Independent Trading Group (ITG) Inc. may record all telephone calls by which the Client’s orders are placed or confirmed, both between the Client and Independent Direct and between Independent Direct and any broker or dealer to whom an order is directed.
15. NO INVESTMENT ADVICE AND NO SUITABILITY REVIEW You acknowledge and agree that, in the course of providing services to you, neither Independent Direct nor its registered representatives provides advice or recommendations regarding the purchase or sale of any security, or makes any determination of your general investment needs and objectives or the suitability regarding the proposed purchase or sale of any security, and you are responsible for your investment decisions and transactions as well as for any profits or losses that may result. You further acknowledge and agree that, in the course of providing services to you, neither Independent Direct nor its registered representatives provides you with any legal, tax or accounting advice or advice regarding the profitability of any security or investment or any decision in respect thereof, nor does Independent Direct nor its registered representatives consider your financial situation, investment knowledge, investment objectives and risk tolerance when accepting orders from you. You will not solicit any such advice from Independent Direct or any of its employees and in making investment decisions with respect to transactions in or for the your Account(s) or any other matter, you will consult with and rely upon your own advisors and not Independent Direct. 
16. Independent Direct The use by the Client of electronic on-line and touch-tone telephone services, software, systems and facilities made available by Independent Direct including those associated with the name Independent Direct (collectively the “Independent Direct Service”) are subject to the following terms and conditions: 

(a) The Client shall use the Independent Direct Service only in accordance with this Agreement;

(b) Only the Client is authorized to use the Independent Direct Service under this Agreement and the Client may not use the Independent Direct Service on behalf of others or permit others to use the Independent Direct Service under Client’s user name, log-on password or trading password (collectively “Passwords”); 

(c) The Client shall be responsible for maintaining the confidentiality of its Passwords. The Client shall be solely responsible for all orders, Transactions, instructions and associated communications entered through the Independent Direct Service using Client’s password. The Client shall use care in selecting non-obvious Passwords and shall change their Passwords on a regular basis to reduce the potential for unauthorized use; 

(d) The Client authorizes and directs Independent Direct to accept all Transactions, orders and instructions for Client’s Account(s) using the Independent Direct Service and the Client shall be solely responsible for the accuracy of any instructions and associated communications given under its Passwords using the Independent Direct Service. Independent Direct may request additional confirmation of any Transaction, order or instruction before executing or acting on same. The Client acknowledges that, for mutual protection, Independent Direct keeps records of all Transactions, orders and instructions received from Client pursuant to the Independent Direct Service; 

(e) Neither Independent Trading Group (ITG) Inc. nor its affiliates nor any third party owner, licensor or supplier of equipment, software, systems or information used or made available in connection with the Independent Direct Service (“Suppliers”), including Suppliers of market data, quotation information and databases (“Data”), makes or is liable for any representation, warranty or condition, whether express or implied, concerning the Independent Direct Service, the Data or the use thereof including, without limitation, that (i) the Independent Direct Service or the Data will meet Client’s needs, or that the Independent Direct Service or the Data will be available for use at any particular time or for any particular purpose or will be error free or, (ii) the Data is up-to-date, accurate, in sequence, reliable, complete or suitable for any purpose. Without limiting the foregoing, all express or implied, direct or indirect, representations, warranties and conditions arising or implied by statute, common law, custom, usage of trade, course of performance, course of dealing or otherwise, including, but not limited to, any warranties or conditions of merchantable quality and fitness for a particular purpose are excluded;

(f) The Client agrees that Independent Trading Group (ITG) Inc. and its affiliates will not be liable for any loss or damage resulting from technical problems that may arise notwithstanding the reasonable efforts of Independent Direct, or from any cause over which neither Independent Trading Group (ITG) Inc. nor its affiliates has control, including but not limited to, acts or omissions of Suppliers, failure of electronic or mechanical equipment or communications lines, telephone or other inter-connect problems, technical failure of the Independent Direct Service, unauthorized access, theft by third parties, power failure, labour dispute or government intervention; 

(g) The Client shall immediately notify Independent Direct if (i) an order has been placed through the Independent Direct Service and the Client has not received back an order number and an accurate written confirmation of the order or its execution; (ii) the Client has received an inaccurate confirmation of an order or confirmation of an order which Client did not place or, any similar conflicting or inaccurate communication; or (iii) the Client becomes aware of any unauthorized use of Client’s Passwords. If Client fails to promptly notify Independent Direct when any of the above conditions occur, neither Independent Trading Group (ITG) Inc. nor any of its affiliates can or will have any responsibility or liability to Client or to any other person whose claim may arise through the Client, for any claims arising out of any of such conditions, and the Client will be liable to Independent Direct for any damages or debts in the Account arising from the Client’s failure to so notify Independent Direct; 

(h) The Client agrees that any liability of Independent Trading Group (ITG) Inc. arising in any manner in connection with the Independent Direct Service or out of any act or omission by Independent Trading Group (ITG) Inc. or its affiliates, regardless of how such liability arises or is based, even if based in negligence or other torts, contract or otherwise, shall be limited to direct damages, and neither Independent Trading Group (ITG) Inc. nor any of its affiliates will be liable for any indirect, consequential, exemplary or punitive damages whatsoever; 

(i) The Client agrees that Independent Direct may modify or withdraw any part of the Independent Direct Service in whole or in part upon written notice, including electronically through the Independent Direct Service. The Client further acknowledges and agrees that the Independent Direct Service may be periodically unavailable to Client in order to allow for maintenance and updates; 

(j) The Client agrees that the software and Data of Independent Trading Group (ITG) Inc., its affiliates and each Supplier is protected by copyright and that each of them reserves all proprietary and intellectual property rights therein. The Client shall not reproduce, retransmit, disseminate, sell, rent, distribute, publish, broadcast, circulate or commercially exploit the software or Data or any other information provided through such Independent Direct Service in any manner or furnish it to any other person without the prior written consent of Independent Direct and the relevant Supplier. The Client shall use the software and Data accessible through the Independent Direct Service only for the Client’s individual use and the Client shall indemnify and hold harmless Independent Trading Group (ITG) Inc., its affiliates and each Supplier from any losses or liabilities incurred as a result of Client’s breach of the foregoing provisions or other misuse of the software or Data. The Client agrees that the terms of this Agreement may be enforced directly against the Client by each Supplier; 

(k) The Client agrees that all information provided to Independent Direct is complete and true and that the telephone number submitted to Independent Direct at which the Client may be reached to discuss any order, Transaction or other matter, is valid and current. If the information about the Client including Transaction information or instructions has been entered into the Independent Direct system by Client, the Client represents that it has carefully reviewed such information and has verified its accuracy. The Client shall advise Independent Direct of any changes in the Client’s personal information including contact telephone numbers as soon as such changes occur. 

(l) The Client agrees and acknowledges that (i) it will comply with all stock exchange requirements, including The Toronto Stock Exchange requirements, regarding the entry and trading of orders; (ii) the Client will trade within the parameters, if any, imposed on orders that the Client may enter; and (iii) Independent Direct has the right to reject, change or remove any order entered by the Client, cancel any trade resulting from such an order; and discontinue accepting orders from the Client at any time without notice. 

1. USE OF A THIRD PARTY AGENT In performing its obligations hereunder, Independent Direct may retain the services of a third party agent who shall be obligated to discharge such obligations as may be delegated to it on behalf of Independent Direct in accordance with applicable regulatory requirements.
2. NOTICES TO CLIENT Any notice or communication to the Client may be given by prepaid mail, telegraph, facsimile or telex to any address of record of the Client with Independent Direct or may be delivered personally to any such address of record, and shall be deemed to have been received, if mailed, on the second business day after mailing or, if sent by telegraph, facsimile, or telex, on the day sent or, if delivered, when delivered. Any Independent Direct eDocument is deemed to be delivered to Client on the day that the Independent Direct eDocument is made available, and not on the day that Client actually reviews the Independent Direct eDocument. Nothing in this section 18 shall be interpreted as requiring Independent Direct to give any notice to the Client or the Agent which is not otherwise required to be given by Independent Direct. 
3. CAPACITY The Client, if a married woman, represents that she is not a “married woman under community of property” under the laws of the Province of Quebec (if she is, her husband must also sign this Agreement). The Client, if a corporation, represents that it has the power and capacity to enter into this Agreement and to effect the transactions contemplated herein and that the execution and delivery of the Agreement have been duly authorized. 
4. HEADINGS AND PLURAL The headings used in this Agreement are for convenience of reference only and shall not in any way affect its interpretation. In this Agreement, where the singular is used it shall include the plural and vice versa. Where the masculine is used it shall include the feminine. 
5. OTHER AGREEMENTS This Agreement shall be construed in conjunction with any other agreements between Independent Trading Group (ITG) Inc. (including, for greater certainty, Independent Direct) and the Client in connection with the Account, provided that, to the extent necessary, the terms and provisions of the Agreement shall supersede the terms and provisions of all other agreements with Independent Trading Group (ITG) Inc. (including, for greater certainty, Independent Direct), as the case may be, whether or not referred to herein, except that this Agreement in no way limits or restricts any other rights which Independent Trading Group (ITG) Inc. may have under any other agreement or agreements with the Client. None of the terms and conditions of this Agreement may be waived or changed without agreement in writing signed by the Client and an officer of Independent Trading Group (ITG) Inc. If any Applicable Rules and Regulations are enacted, made, amended or otherwise changed with the result that any term or condition of this Agreement is, in whole or in part, invalid, then such term or condition will be deemed to be varied or superseded to the extent necessary to give effect to such Applicable Rules and Regulations. Any term or condition of this Agreement which notwithstanding any such variation is invalid, shall not invalidate the remaining terms. 
6. FURTHER ASSURANCES The Client shall do all acts or things and execute and deliver all documents or instruments as are necessary or desirable to give effect to all Transactions in Securities for the Account executed by Independent Trading Group (ITG) Inc. pursuant to the Agreement. 
7. SEVERABILITY In the event any term or provision of the Agreement, as amended from time to time, shall be deemed invalid or void, in whole or in part, by any court of competent jurisdiction, the remaining terms and provisions of the Agreement shall remain in full force and effect. 
8. SUCCESSORS AND ASSIGNS This Agreement shall enure to the benefit of and shall be binding upon Independent Trading Group (ITG) Inc. and the Client, and their respective heirs, executors, administrators, successors and assigns, as the case may be. The Client agrees that it will not assign this agreement or the account without Independent Trading Group (ITG) Inc.’s written approval. Independent Trading Group (ITG) Inc. reserves the right to demand that the Client give seven days notice of any intended cash withdrawal. 
9. GOVERNING LAW This Agreement and any matter that may arise between us shall be governed with respect to each separate Account in all respects by the laws of the province or territory in Canada where the Client is resident (as reflected on Independent Direct’s current records) and the federal laws of Canada applicable therein, and the Client hereby accepts and agrees to the jurisdiction of the courts in that province or territory of the Client’s residence in Canada (as reflected on Independent Direct’s current records). 
10. ENGLISH LANGUAGE It is the express wish of the parties that this Agreement and all documents, notices and other communications relating to the operation of the Account be in English. II est de Ia volonté expresse des parties que ce contrat et tous les documents, avis et autres communications qui concernent l’opération du Compte soient rédigés en langue anglaise.