SECTION I. Appointment, Activities, Authority and Status of REPRESENTATIVE

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1 CAPITAL FINANCIAL SERVICES, INC. REPRESENTATIVE'S AGREEMENT This Agreement is executed in duplicate between Capital Financial Services, Inc., a Wisconsin corporation (hereinafter "COMPANY"), and the Sales Representative executing this agreement (hereinafter "REPRESENTATIVE"). The COMPANY and REPRESENTATIVE mutually agree as follows: SECTION I Appointment, Activities, Authority and Status of REPRESENTATIVE (1.1) License of REPRESENTATIVE. Upon completion of registration, REPRESENTATIVE is hereby licensed by the COMPANY to act as a sales representative of the COMPANY on the terms and conditions set forth in this agreement. (1.2) General Activities and Responsibilities of REPRESENTATIVE. The REPRESENTATIVE agrees to solicit and remit to the appropriate office of the COMPANY applications and/or orders for the purchase or sale of securities and to perform such incidental duties as may be requested of him from time to time by the COMPANY. The term "securities" as used in this agreement shall include all securities with respect to which the COMPANY acts as a broker, dealer or underwriter. The incidental duties of the REPRESENTATIVE shall include, but not be limited to: (1.2.1) Promptly remitting to the COMPANY, without commingling with other funds, checks received for the purchase or payment for securities; and (1.2.2) Obtaining and maintaining in effect such licenses, permits and bonds as may be required of REPRESENTATIVE by law and by the COMPANY at the REPRESENTATIVE's expense. (1.3) Rules and Sales Policies. The REPRESENTATIVE will act in accordance with the rules, methods and policies pertaining to sales and sales methods as may be prescribed from time to time by the COMPANY. REPRESENTATIVE further agrees that, in the performance of his obligations under this agreement, he will comply strictly with (a) the rules of the Financial Industry Regulatory Authority, Inc. ("FINRA"); (b) those acts administered by the Securities and Exchange Commission ("S.E.C."); and, (c) all other applicable statutes and regulations of the United States and of the state or states and any other governmental or regulatory authority in or under which he and/or the COMPANY solicits applications and orders for the purchase of securities. REPRESENTATIVE also agrees that: (1.3.1) REPRESENTATIVE shall keep himself informed with regard to and conduct all of his activities in compliance with the Written Supervisory Procedures manual of the COMPANY, receipt of a copy of which is hereby acknowledged, as well as all other policies and procedures of the COMPANY provided in writing to the REPRESENTATIVE. REPRESENTATIVE agrees to maintain the COMPANY's procedures manual, have it available during business hours, and return it to the COMPANY in the event the REPRESENTATIVE's engagement under this agreement terminates. (1.3.2) REPRESENTATIVE shall limit his sales of securities to those products for which he holds a valid license to sell. REPRESENTATIVE shall not solicit, offer or sell in any jurisdiction where the securities may not be sold in compliance with applicable securities laws. (1.3.3) REPRESENTATIVE represents that his investor solicitation and securities selling activities will be performed alone or in conjunction only with other COMPANY REPRESENTATIVES registered as representatives with FINRA and licensed as agents for the COMPANY with the securities administrators of the states in which business is conducted, unless otherwise expressly approved by a designated supervisor of the COMPANY.

2 Rev. 10/07 (1.3.4) REPRESENTATIVE agrees not to engage in any of the Prohibited Activities set forth on Exhibit A. (1.3.5) REPRESENTATIVE shall present for review by COMPANY's designated supervisor, or branch office manager, all outgoing business correspondence with clients or others outside the firm prior to mailing. REPRESENTATIVE shall immediately notify COMPANY's designated supervisor if, while representing the COMPANY, the REPRESENTATIVE is the subject of any oral or written complaint, or becomes involved in any litigation or administrative proceeding of any kind relating to his activities as REPRESENTATIVE. (1.4) Sales Area. The REPRESENTATIVE is, unless otherwise designated in writing by the COMPANY, authorized to solicit applications and/or orders for the purchase of securities in any state in which both he and the COMPANY are duly licensed to sell securities (hereinafter "SALES AREA"). The REPRESENTATIVE shall have no exclusive right to the SALES AREA or any portion thereof, nor shall he have any claim to commissions or business secured by or through other licensed representatives in the same SALES AREA. (1.5) Independent Contractor. The REPRESENTATIVE and the COMPANY are independent parties contracting solely for the purpose of carrying out the terms and provisions of this Agreement. Nothing contained herein shall create the relationship of employer and employee or as principal and agent between the COMPANY and the REPRESENTATIVE, and the REPRESENTATIVE agrees to conduct himself and his business as an independent contractor. The REPRESENTATIVE acknowledges that he will not be treated or regarded as the COMPANY's employee for federal or state tax purposes. The REPRESENTATIVE reserves the right to exercise independent judgment as to and shall have complete control of the time, placement and manner of meeting his sales effort hereunder, and the sequence of performance of those services, subject to the limitations of this agreement. The REPRESENTATIVE will furnish and maintain his own office, secretarial services, equipment and supplies and will bear the entire cost of any business or travel expenses. The REPRESENTATIVE acknowledges that state and federal regulatory agencies require the COMPANY to provide certain training and supervision over sales practices, and the REPRESENTATIVE agrees to attend training sessions and compliance meetings which may be required by the COMPANY to meet its responsibility under state and federal laws. In the event REPRESENTATIVE is simultaneously acting as an officer and an employee of the COMPANY, his duties and responsibilities relative to such activities shall be deemed separate from any responsibilities or services to be performed under this agreement and shall in no way affect the status of the REPRESENTATIVE when acting under this agreement. (1.6) Authority of REPRESENTATIVE. The REPRESENTATIVE shall have no power or authority to represent the COMPANY other than as expressly granted herein, and none shall be implied. In addition to the general limitations on the authority of the REPRESENTATIVE, he is specifically without authority to perform, and expressly agrees not to incur, any debt or liability in the name of the COMPANY nor to enter into any agreement on behalf of the COMPANY. (1.7) Payments Held in Trust. Any and all monies received as payments due the COMPANY or a securities issuer shall be turned over to the COMPANY in such manner as it may direct and shall not be used by the REPRESENTATIVE for any purpose. (1.8) Settlement Liability. All monies collected for the purchase of securities shall be in the form of a check or other instrument made payable to the issuer, distributor, correspondent broker-dealer or escrow agent of the security. In regard to all orders, the REPRESENTATIVE agrees that he will be liable for any costs incurred by the COMPANY in the event his client's check does not clear or client's check or certificate does not arrive to make settlement when due. These costs may include bank charges, fund charges, Reg T charges, attorney's fees and market value fluctuations between the price of the security on trade date and price when bought in or sold to make settlement. SECTION II Compensation (2.1) Compensation. As full compensation for all services performed by the REPRESENTATIVE in his performance hereunder, the COMPANY will pay REPRESENTATIVE, subject to the conditions contained in this -2-

3 agreement and in accordance with paragraph 4.3 hereof, commissions, concessions, 12b-1 fees, investment advisory fees and any other compensation ( commissions ) according to the then current commission schedules maintained by the COMPANY on the final sales of securities resulting from orders and applications procured by the REPRESENTATIVE as well as 12b-1 fees, investment advisory fees and any other compensation. A sale shall be deemed a "final sale" when the order or application for the purchase of securities is approved and accepted by the issuer or distributor at its principal office and the funds have been invested. The REPRESENTATIVE hereby waives payment of any commissions, concessions, 12b-1 fees, investment advisory fees and any other compensation ( commissions ) due until such time as the COMPANY is in receipt of the commissions, concessions, 12b-1 fees, investment advisory fees and any other compensation ( commissions ). The COMPANY's liability is limited solely to the proceeds of the commissions, concessions, 12b-1 fees, investment advisory fees and any other compensation ( commissions ) receivable. The purpose of this provision is to comply with FINRA (formerly NASD ) Notice to Members (2.2) Application, Orders, Sales, and Services. Applications, orders or advisory contracts obtained by the REPRESENTATIVE shall not be binding upon the COMPANY, and the COMPANY expressly reserves the right, in its sole discretion, at any time, to reject any and all applications, orders or advisory contracts transmitted to it by the REPRESENTATIVE and may refuse to accept payment made by any customer on such rejected application, order or advisory contract. (2.3) Unscheduled Commissions and Disputes. In the event any commission rates are not shown on a commission rate schedule, commissions shall be fixed by the COMPANY in accordance with its rates and practices then in effect. In any event of a dispute as to whether the commission on a sale was earned by the REPRESENTATIVE, the COMPANY shall determine the same and its judgment shall be final. (2.4) Commissions on Cancelled, Void or Voidable Sales or Services and Commission Offsets. In the event any sale or service on which the REPRESENTATIVE has earned a commission is cancelled by the COMPANY, declared void or voidable, or is declared to be illegal, and the right of the COMPANY to a commission is terminated and a refund thereof required, the REPRESENTATIVE's right to a commission, if earned, shall terminate. If the REPRESENTATIVE shall have been paid a commission on any such sale or service, he shall promptly refund the same to the COMPANY. In the event the COMPANY does not require an actual refund on any such commission, it may, in lieu thereof, offset said refundable commission, against other commissions or debts owed by the COMPANY to the REPRESENTATIVE. The COMPANY shall have the right to offset any indebtedness of the REPRESENTATIVE to the COMPANY against commissions or fees due, including commissions and fees due after termination of this agreement. Failure by the COMPANY to offset shall not be a waiver of the COMPANY's right to offset. (2.5) Commissions at Termination. In the event the REPRESENTATIVE's license with the COMPANY is terminated by either party, commissions on sales resulting from orders, applications or advisory contracts solicited by the REPRESENTATIVE that are earned as of that date shall be paid. If this agreement is terminated by the COMPANY at any time for cause as provided in Paragraph (4.3), the COMPANY may withhold payment of any unpaid commissions until the determination of the amount, if any, of any damages incurred by the COMPANY as a result of the conduct which resulted in the termination for cause, and the COMPANY may offset any commissions so withheld against any such damages. (2.6) Total Compensation. Commissions paid pursuant to this agreement shall constitute payment in full for all services rendered to the COMPANY. Any expenses incurred in rendering such services shall be paid by the REPRESENTATIVE unless the contrary is specifically authorized in writing by the COMPANY. (2.7) Lien on Commissions. The COMPANY shall have a first lien on all commissions credited to or payable to the REPRESENTATIVE for any debt or chargeback due from the REPRESENTATIVE. The COMPANY may at any time deduct from monies payable under this agreement, or from any other source, any debt or chargebacks due at any time from the REPRESENTATIVE, and if said debts do not provide for interest, they shall bear interest at the rate provided for on judgments in the state of Wisconsin. This lien shall not be extinguished by the termination of the REPRESENTATIVE's appointment under this agreement. SECTION III Rev. 10/07 Indemnification -3-

4 (3.1) Indemnification. REPRESENTATIVE shall indemnify COMPANY against any liability, loss or expense, including legal fees incurred by COMPANY arising out of or in connection with (a) allegations or claims that REPRESENTATIVE violated federal or state securities laws or REPRESENTATIVE violated federal or state securities laws or common law standards as to fraud or misrepresentation or arising out of intentional wrongdoing or gross negligence by REPRESENTATIVE in the course of activities performed on behalf of the COMPANY, (b) allegations or claims against REPRESENTATIVE OR COMPANY that REPRESENTATIVE violated any other laws or common law standards arising out of intentional wrongdoing or negligence on the part of REPRESENTATIVE while performing activities for employers other than the COMPANY, or as an independent contractor for firms other than the COMPANY, and (c) breaches of this Agreement by REPRESENTATIVE or activities which do not comply with the written procedures and instructions provided to REPRESENTATIVE by COMPANY. SECTION IV Termination (4.1) Termination by Parties. This agreement may be terminated with or without cause by either the REPRESENTATIVE or the COMPANY by written notice at least 15 days in advance of the date of termination. Said notice shall be sent by regular mail to the last known address of other party. (4.2) Automatic Termination. This agreement shall automatically terminate upon the death or permanent and total disability of the REPRESENTATIVE. This agreement shall automatically terminate upon the revocation or nonrenewal of the REPRESENTATIVE's license(s) or registrations. (4.3) Termination for Cause. The COMPANY may terminate this agreement and end the license granted hereunder to the REPRESENTATIVE at any time upon cause by mailing written notice of such termination to the REPRESENTATIVE. Cause shall include, but is not limited to: (4.3.1) The violation of any rules, ethics or policies put forth by FINRA or any federal, state or local governmental agency relative to the sale or distribution of securities or investment advisory services; (4.3.2) The violation of any of the laws or administrative rules of any regulatory body, state or federal, which are applicable to the services to be performed by the REPRESENTATIVE hereunder; (4.3.3) The violation and conviction of any criminal law; (4.3.4) Any breach of any provision of this agreement; and (4.3.5) The termination for cause of any contract the REPRESENTATIVE may have with any corporation within a controlled group of corporations with the COMPANY (the term "controlled group of corporations" having meaning as set forth in S1563(a) of the Internal Revenue Code of 1954 or any successor section thereto). Rev. 10/07-4-

5 (4.4) Return of Property. In the event of termination of this agreement for any reason, REPRESENTATIVE shall return promptly to the COMPANY all books, records, customer files, sales literature, manuals, order forms, pamphlets, or other materials of any nature whatsoever supplied to the REPRESENTATIVE by the COMPANY. It is understood and agreed that these items constitute property of the COMPANY alone and will be supplied to the REPRESENTATIVE for the sole purpose of assisting him in the performance of his activities as outlined in this agreement and shall not be duplicated without written authorization of the COMPANY. (4.5) Termination Fee. Upon termination of registration a fee of $ shall be payable by the REPRESENTATIVE to the COMPANY. REPRESENTATIVE is also responsible for any termination fees of FINRA or State regulatory agencies. REPRESENTATIVE agrees that termination will not be effective until payment of these fees is made. SECTION V General Provisions (5.1) Forbearance Not Waiver. Forbearance or neglect of the COMPANY to insist upon performance of this agreement shall not constitute a waiver of its rights or privileges hereunder. The departure from any of the terms of this agreement by mutual consent of the parties thereto shall not constitute, unless so designated in writing, an amendment to or change in the terms and conditions of this agreement. (5.2) Assignability of Agreement. Neither this agreement nor any commissions or monies payable to the REPRESENTATIVE hereunder, nor any interest herein, nor any right or claim created thereby shall be assignable except under the prior written consent of the COMPANY. (5.3) Designation of Disbursing Agent. REPRESENTATIVE agrees that the COMPANY may designate any other corporation (hereinafter "Disbursing Agents") to disburse all commissions and/or other payments payable to the REPRESENTATIVE by the COMPANY. REPRESENTATIVE further agrees that the payment of any such commission or other payments to a duly designated agent shall relieve the COMPANY from any and all liability for the payment of any such commissions or other payments, provided that Disbursing Agent has assumed the liability for the payment of commissions due REPRESENTATIVE. (5.4) Prior Written or Oral Agreements. This agreement supersedes in their entirety all prior agreements between the REPRESENTATIVE and COMPANY and it is expressly agreed that no verbal representation concerning the terms and conditions of this agreement have been made and that no agreement hereafter made concerning the same shall be binding unless reduced to writing and signed by the COMPANY and the REPRESENTATIVE. (5.5) Wisconsin Contract. This agreement shall be deemed to be a Wisconsin contract governed by the laws thereof. All sums due from one party to another are payable in Dane County, Wisconsin, and the parties hereto expressly waive any privileges they may have as to venue which are contrary to this provision. (5.6) When Notices Deemed Received. Any notice required hereunder shall be deemed to have been received if it shall have been mailed to the last known address of the party affected as shown on the COMPANY's records. (5.7) Cooperation with Investigations. REPRESENTATIVE agrees to cooperate with all investigations of the COMPANY, whether initiated by the COMPANY, FINRA, or any federal, state or local governmental agency relative to the sale or distribution of securities or investment advisory services. Upon the COMPANY S request, REPRESENTATIVE shall attend hearings, arbitrations and trials, shall assist in securing and delivering documents, give testimony and statements, and act in good faith to supply all reasonably requested assistance and information in connection with an investigation. -5-

6 (5.8) Privacy Notice Mailings. REPRESENTATIVE is responsible for the initial and annual delivery of the COMPANY privacy notices to each customer. Each year the REPRESENTATIVE will provide the COMPANY with a list of the names and addresses of customers receiving the privacy notice. The foregoing REPRESENTATIVE's AGREEMENT between Capital Financial Services, Inc. and the REPRESENTATIVE is hereby agreed and consented to: CAPITAL FINANCIAL SERVICES, INC. By: Title: Chief Compliance Officer REPRESENTATIVE Date: *Representative Signature Name of Representative Address of Representative *Signature also required on final page of Exhibit A. 6

7 EXHIBIT A PROHIBITED ACTIVITIES 1. Executing a transaction on behalf of a customer without authority to do so, unless a discretionary account is approved by a Principal. Executing a transaction for a customer on instruction of a third party without having a third party trading authorization signed by the customer. 2. Exercising any discretionary power in effecting a transaction for a customer s account, unless the power relates solely to the same-day time or price of the execution, or both. 3. Agreeing to repurchase at some future time a security from a customer for REPRESENTATIVE s own account, for CFS s account, or for any other account. 4. Extending or arranging for the extension or maintenance of credit to or for any customer, unless performed in accordance with CFS s procedures. 5. Executing a transaction in a security that is either not registered, or exempted from registration, under applicable federal and state securities laws. 6. Representing himself or herself as a financial or investment planner, consultant or advisor, when (1) the representation does not accurately describe the nature of the services offered, the qualifications of the person offering the services and the method of compensation for the services, and (2) the REPRESENTATIVE has not received the prior written permission of CFS to do so. 7. Recommending to a customer the services of an investment adviser, broker-dealer or agent not licensed in the state where the customer resides and not approved for such referral in advance by CFS. 8. Writing letters or using an letter relating to a transaction or proposed transaction unless a copy of each such letter is made, approved by a Principal of CFS, and permanently retained. 9. Using advertising without prior approval of CFS. 10. Using customer funds for any purpose other than intended transactions. 11. Making representations about a security which are false or so incomplete as to be misleading, or which are inconsistent with information provided in the prospectus. 12. Borrowing money or securities from a customer, or loaning any money or securities to a customer. 13. Acting as a personal custodian of securities, stock powers, money or other property belonging to a customer. 14. Effecting any securities, or other investment, transaction with or for a customer, or any other person, without recording such transaction on the books and records of CFS, and processing the transaction through CFS. 15. Rebating to any customer any part of the commission, concession or fee earned by CFS or REPRESENTATIVE. 7

8 16. Maintaining a joint account in securities with any customer, or sharing any benefit or loss with any customer resulting from a security transaction. 17. Entering into any business transaction jointly with a customer without the specific written approval of CFS. 18. Dividing or splitting commissions with any person not registered as a representative for CFS. 19. Preparing a false document relating to an account opened, or a securities transaction processed by the REPRESENTATIVE. 20. Using any written or oral performance projections without advance approval of CFS s Designated Supervisor. 21. Purchasing a hot issue for the Representative s own account or an account associated with the REPRESENTATIVE. 22. Engaging in cold-calling unless performed in accordance with CFS s procedures. 23. Opening a securities account with another broker-dealer without disclosing the REPRESENTATIVE s affiliation with CFS. 24. Forwarding, or agreeing to forward, confirmations or statements of account other than to the official address of the customer. 25. Accepting any customer s check payable to the REPRESENTATIVE, or commingling customer monies to be used for purchasing securities with REPRESENTATIVE s personal or business account. 26. Warranting or guaranteeing, or representing that CFS will guarantee against losses, the present or future value or price of any security, or that any company or issuer of securities will meet its promises or obligations. 27. Recommending to the customer the purchase, sale or exchange of any security without reasonable grounds to believe that the recommendation is suitable for the customer on the basis of information furnished by the customer after reasonable inquiry concerning the customer s investment objective, financial situation and needs or any other information known about the customer. 28. Inducing trading in a customer s account which is excessive in size or frequency in view of the financial resources of the customer and character of the account. 29. Selling securities to residents of any state(s) other than the state(s) in which the REPRESENTATIVE is licensed. 30. Making unsuitable mutual fund switch transactions and other fund sales in dollar amounts just below a breakpoint. 31. Failing to furnish a prospective purchaser with a current prospectus prior to the sale. 32. Failing to obtain a letter of intent from a customer planning to invest dollar amounts that would benefit the customer through lower sales charges. 33. Failing to provide a customer a completed copy of CFS s new account form after the form is prepared. 34. Failing to execute a customer s securities transaction promptly after being received. 8

9 35. Effecting transactions in securities for an account operating under a fictitious name, unless disclosed to, and permitted in writing by CFS. 36. Failing to provide complete information on the REPRESENTATIVE s Form U-4, or to amend promptly the REPRESENTATIVE s Form U-4 to report required information. 37. Representing any other broker-dealer or issuer in the offer and sale of securities without the prior written consent of CFS. 38. Accepting a corporate directorship or acting as a general partner without the prior written consent of CFS. 39. Engaging in any other business without prior written notice to CFS and without consent of CFS s Designated Supervisor. 40. Receiving compensation from a source other than CFS for initiating or processing a transaction in any type of investment or product, including viatical settlement programs or unregistered group annuities, without the prior written consent of CFS. 41. Causing any transaction to occur in the REPRESENTATIVE s personal account, or the securities account of another person, when the order for the transaction is based upon material, non-public information about any aspect if an issuer s business. 42. Failing to complete Regulatory Element and Firm Element continuing education when due. 43. Failing to immediately notify CFS s Designated Supervisor of any written or oral complaint the REPRESENTATIVE has received or has become aware of. I have reviewed the preceding Prohibited Activities Exhibit and agree to abide by the policies and procedures of CFS as detailed in the Written Supervisory Procedures. REPRESENTATIVE Signature Date 9