
          ON-LINE SERVICES AGREEMENT
          
          
          IMPORTANT: 
          
          READ THIS AGREEMENT BEFORE USING ANY OF THE ON-LINE SERVICES,
          WHICH INCLUDE INFORMATION ACCESS (hereafter referred to
          collectively as the "Service"). YOUR USE OF THE SERVICE, OR
          SIGNED ACKNOWLEDGEMENT, WILL INDICATE YOUR ACCEPTANCE OF ALL OF
          THE FOLLOWING TERMS: 
          
          If this Agreement is unacceptable to you, do not use the Service.
          
          1. Information provided through the Service via SmartBroker
          software (the "Information") is independently obtained by Dow
          Jones & Co., Inc., various securities markets, such as stock
          exchanges, and their affiliates, and others (collectively,
          "Information Providers") through sources believed to be reliable.
          But the accuracy completeness, timeliness or correct sequencing
          of the Information is not guaranteed by "Developer" the
          Information Providers or any parties transmitting the Information
          ("Information Transmitters"). There may be delays, omissions or
          inaccuracies in the Information. You agree that neither
          "Developer", the Information Providers nor the Information
          Transmitters shall have any liability, contingent or otherwise,
          for the accuracy, completeness, timeliness or correct sequencing
          of the Information, or for any decision made or action taken by
          you in reliance upon the Information or the Service. THERE IS NO
          WARRANTY OR MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A
          PARTICULAR USE, AND NO OTHER WARRANTY OF ANY KIND, EXPRESS OR
          IMPLIED, REGARDING THE INFORMATION OR ANY ASPECT OF THE SERVICE
          (INCLUDING BUT NOT LIMITED TO INFORMATION ACCESS). 
          
          2. IN NO EVENT WILL "Developer", THE INFORMATION PROVIDERS OR THE
          INFORMATION TRANSMITTERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY
          CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING
          BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, AND DAMAGES THAT
          RESULT FROM LOSS OF THE USE OF THE SERVICE, INCONVENIENCE OR
          DELAY), EVEN IF "Developer", THE INFORMATION PROVIDERS OR THE
          INFORMATION TRANSMITTERS HAVE BEEN ADVISED OF THE POSSIBILITY OF
          SUCH DAMAGES OR LOSSES. YOU AGREE THAT THE LIABILITY OF
          "Developer", THE INFORMATION PROVIDERS AND THE INFORMATION
          TRANSMITTERS, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN
          CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH THE
          SERVICE OR THE INFORMATION, WILL NOT EXCEED THE AMOUNT YOU
          ORIGINALLY PAID FOR THE SmartBroker SOFTWARE. Neither
          "Developer", the Information Providers nor the Information
          Transmitters shall be liable for any loss resulting from a cause
          over which such entity does not have direct control, including
          but not limited to failure of electronic or mechanical equipment
          or communication lines, telephone or other interconnect problems,
          unauthorized access, theft, operated errors, severe weather,
          earthquakes, and strikes or other labor problems. 
          
          3. The Information is the property of the Information Providers
          or others and is protected by copyright. It is for your personal,
          non-commercial use only. You agree not to reproduce, retransmit,
          disseminate, sell, distribute, publish, broadcast, circulate or
          commercially exploit the Information in any manner without the
          express written consent of "Developer" and the relevant
          Information Provider(s); nor to use the Information for any
          unlawful purpose. You agree to comply with reasonable written
          requests by "Developer" to protect the Information Providers' and
          "Developer"'s respective contractual, statutory and common law
          rights in the Information and the Service.  
          
          4. You acknowledge that neither the Service nor any of the   
          Information is intended to supply investment, tax, or legal
          advice. You acknowledge that if you need such advice you should
          consult with professional advisors, and that you will not use or
          rely on the Service or Information to supply or substitute for
          any advice. You acknowledge that all orders are at your sole
          risk, and that securities quotations provided through the Service
          may be subject to time delay.  
          
          5. You agree immediately to notify "Developer" if you become
             aware of any of the following:  
          A. Any loss or theft of your access number(s), and/or
             password(s), or 
          B. Any unauthorized use of any of your access number(s),
             password(s), or of the Service of any Information; or  
          C. Any failure by you to receive a message that an order
             initiated by you through the Service has been received and/or
             executed through the Service.  
          
          6. You will be responsible for the confidentiality and use of
             your access number(s), password(s).  
          
          7. You agree to pay all costs (including attorneys' fees), if
             any, incurred by "Developer" in collecting overdue fees from you.              You also agree to pay all federal, state and local taxes
             applicable to your use or receipt of the Service. 
           
          8. "Developer" will not be responsible for any delay or failure
             to provide the Service.  
          
          9. You agree to indemnity and hold "Developer" harmless from and
             against any and all claims, losses, liability, costs and expenses              (including but not limited to attorneys' fees) arising form you
             violation of this Agreement or any third party's rights,
             including but not limited to copyright,proprietary and privacy
             rights. This indemnification and hold harmless obligation will
             survive the termination of this Agreement.  
          
         10. You acknowledge that, in providing you with the Service,
             "Developer" has relied upon your agreement to be bound by the
             terms of this Agreement and the User License Agreement
             accompanying the SmartBroker software binder. You acknowledge
             that you have read, understood and agreed to be bound by the
             terms of the User License Agreement, and hereby reaffirm your
             acceptance of those terms. You further acknowledge that this
             Agreement and the User License Agreement and all other present                 or future written agreements between you and "Developer"                       constitute the complete statement of the agreement between you                 and "Developer" and that the agreement does not include any                    other prior or contemporaneous promises, representations or
             descriptions regarding service, the Information, or the
             SmartBroker software, even if they are contained in materials
             provided by "Developer". This Agreement may be modified only in
             writing; if "Developer" sends you written notice of a
             modification, your use of the Service after receiving such                     notice will indicate your acceptance of the modification If any
             provision of this Agreement is invalid or unenforceable under
             applicable law, it is, to that extent, deemed omitted and the
             remaining provisions will continue in full force and effect.                   This Agreement and performance hereunder will be governed by and               construed in accordance with the laws of the State of Michigan,                as applied to agreements entered into and completely performed                 in Michigan.
             This Agreement and performance hereunder will be governed
             by and construed in accordance with the laws of the
             State of Michigan, as applied to agreements entered into and
             completely performed in Michigan.
