FLORIDA

FAILED TO TIMELY REPORT CRIMINAL CHARGES ON HIS FORM U-4.

Stipulation and Consent

Cease and Desist

Civil and Administrative Penalty(ies)/Fine(s)

$5,000.00

ASSOCIATED PERSON REQUIRED TO BE PLACE ON HEIGHTENED SUPERVISION WITH EMPLOYING BROKER DEALER AND INVESTMENT ADVISER

DERIVED FROM THE SAME INCIDENT AS REPORTED ON THE CRIMINAL DRP AND THE DRP INVOLVING THE STATE OF TENNESSEE. THIS IS A NON SECURITIES RELATED MATTER.

TENNESSEE DEPARTMENT OF COMMERCE AND INSURANCE SECURITIES DIVISION

[1] TENNESSEE CODE ANNOTATED SECTION 48-2-112(A)(2)(A) PROVIDES THAT ANY REGISTRATION MAY BE DENIED, SUSPENDED, OR REVOKED IF ANY PERSON HAS FILED AN APPLICATION FOR REGISTRATION WHICH INCLUDES ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. IN JULY 2002, RESPONDENT FILED A FORM-U4, SEEKING TO REGISTER AS BROKER-DEALER AGENT IN THE STATE OF TENNESSEE, THAT CONTAINED A FALSE RESPONSE TO QUESTION 14A(1)(B): "HAVE YOU EVER...BEEN CHARGED WITH A FELONY?" ON SEPTEMBER 11, 2002, WHILE THE APPLICATION WAS PENDING, AN AMENDMENT TO THE AGENT FORM-U4 WAS FILED SPECIFYING THE FELONY CHARGE. [2] TENNESSEE CODE ANNOTATED SECTION 48-2-109(A) PROVIDES THAT IT IS UNLAWFUL FOR ANY PERSON TO TRANSACT BUSINESS FROM OR IN THIS STATE AS A BROKER-DEALER, AGENT OF A BROKER-DEALER UNLESS SUCH PERSON IS REGISTERED AS A BROKER-DEALER, AGENT OF A BROKER-DEALER. RESPONDENT EFFECTED SECURITIES TRANSACTIONS FOR A TENNESSEE RESIDENT IN JANUARY AND FEBRUARY OF 2004 WHILE HE WAS NOT PROPERLY REGISTERED AS AN AGENT IN THIS STATE.

Consent

Monetary/Fine

$1,500.00

Disgorgement/Restitution

RESPONDENTS SHALL FULLY COMPLY WITH THE TENNESSEE SECURITIES ACT, AS AMENDED, AND ALL THE RULES PROMULGATED THEREUNDER. BROKER-DEALER AND AGENT SHALL REFUND ALL COMMISSIONS RECEIVED AS A RESULT OF TRADES PROCESSED WHILE AGENT WAS NOT PROPERLY REGISTERED IN THIS STATE.

CIVIL PENALTY AMOUNT OF $1,500 WAS PAID. AGENT REGISTRATION IN THE STATE OF TENNESSEE WAS APPROVED ON 08/25/2004.

1. ONE COUNT 2. FELONY VIOLATION OF SEC. 18.2-61 OF THE CODE OF VIRGINIA, CRIMINAL SEXUAL ASSAULT 3. PLEA OF NOT GUILTY WAS ENTERED 4. NOT APPLICABLE

FELONY

A. CHARGE WAS REDUCED TO ASSAULT AND BATTERY (MISDEMEANOR) AND A PLEA OF GUILTY WAS ENTERED. B. DISPOSITION DATE: 01/10/2001 C. SENTENCE: 30 DAYS SUSPENDED AND NO FURTHER CONTACT WITH THE COMPLAINANT

PERSONAL MATTER UNRELATED TO BUSINESS OR PROFESSION; CHARGED ON 11/10/2000 FOR ALLEGED CONDUCT ON 10/18/2000; PLEADED GUILTY TO MISDEMEANOR ASSAULT AND BATTERY CHARGE ON 1/10/2001 AS FINAL DISPOSITION OF MATTER.