FLORIDA OFFICE OF FINANCIAL REGULATION ("OFFICE")

ON 6/5/2008, THE OFFICE EXECUTED A STIPULATION AND CONSENT AGREEMENT WHEREBY MR. MARIANI NEITHER ADMITTED NOR DENIED BUT CONSENTED TO THE ENTRY OF FINDINGS BY THE OFFICE THAT DURING THE PERIOD OF APPROXIMATELY AUGUST 2005 THROUGH APRIL 2006 HE ENGAGED IN OUTSIDE BUSINESS ACTIVITY WITHOUT PROVIDING PROMPT WRITTEN NOTICE TO THE FIRMS WITH WHICH HE WAS ASSOCIATED AS A RESULT OF BUSINESS ACTIVITY OUTSIDE THE SCOPE OF HIS RELATIONSHIP WITH HIS EMPLOYER FIRMS.

Order

Cease and Desist

FINRA

SECTION 10(B) OF THE SECURITIES EXCHANGE ACT OF 1934, RULE 10B-5 THEREUNDER, NASD RULES 2110 AND 2120: RESPONDENT WAS CHARGED WITH ONE COUNT OF CONSPIRACY TO COMMIT WIRE FRAUD IN VIOLATIONS OF 18 USC 1343, SPECIFICALLY, WHILE ASSOCIATED WITH VARIOUS FINRA MEMBERS, HE KNOWINGLY CONSPIRED WITH ANOTHER INDIVIDUAL TO UNJUSTLY ENRICH THEMSELVES BY INDUCING PEOPLE TO INVEST MONEY WITH EMPLOYING FIRM ON THE BASIS OF MATERIALLY FALSE PRETENSES, REPRESENTATIONS AND PROMISES, AND OMISSIONS OF MATERIAL FACTS. ON APPROX. DECEMBER 14, 2007, HE PLED GUILTY TO ONE COUNT OF CONSPIRACY TO COMMIT WIRE FRAUD IN CONNECTION WITH AN INTERNET SECURITIES SCHEME IN VIOLATION OF 18 USC 371. AS A RESULT OF THE CONDUCT SET FORT IN HIS PLEA AGREEMENT AND FACTUAL BASIS FOR GUILTY PLEA, HE VIOLATED SEC AND NASD RULES.

Acceptance, Waiver & Consent(AWC)

Bar

WITHOUT ADMITTING OR DENYING THE FINDINGS, RESPONDENT CONSENTED TO THE DESCRIBED SANCTION AND TO THE ENTRY OF FINDINGS; THEREFORE, HE IS BARRED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY CAPACITY.