1. Agreement between North Finance Company LTD and you as a Client

1. North Finance Company LTD, herein and after called the Company, offers supply of services namely the execution of investment transactions in FOREX and CFD markets to any accepted by the Company natural person or legal entity herein and after called the Client in the order and according to the terms and conditions provided by the present Agreement.

2. TheCompany and theClient acknowledges that the supply of services shall be limited to entering into Transactions with the Client on an execution-only basis. In no circumstancesthe Company will act for the Client other than on a specific instruction or in accordance with this Agreement. The Company will not advise the Client on the merits of any Transaction entered into under this Agreement nor the taxation consequences or the composition of any account.

3. The complete and unconditional acceptance of conditions in the present Agreement is the execution of the following by the Client:
1) Completion of the registration form, downloadable at the Company’s website at the following address: http://fxpanel.northfinance.com/reg.php; for opening of sub-account with the Company.
2) Funding his/her sub-account with a required minimum deposit within thirty days from the moment of its opening.

4. Both parties agree that the registered office of the Company is the place of this agreement execution
Registered office address of the Company: 60, Market Square, PO BOX 364, Belize City.
Mailing address of the Company: North Finance Company Ltd, PO BOX 58362, Limassol, Cyprus.

5. The location of detailed information regarding the execution and conditions for the investment transactions in Forex and CFDs markets conducted by the Company, following Agreement, and also the other information regarding activity of the Company are accessible and addressed to any natural persons and legal entities at web address of the Company over the Internet - www.northfinance.com

6. The Company operating time: round-the-clock from 00.00.01 A.M. Central European Time (CET) Monday through 10.00.00 P.M. Central European Time (CET) Friday.
Non working periods: from 10.00.01 P.M. Central European Time (CET) Friday through 00.00.00 A.M. Central European Time (CET) Monday. Holydays announced through the internal mail of the trading terminal supplied by the Company.

2. Definitions

Balance - the sum on sub - account of the Client after the last transaction made within any period of time.

Base currency - the monetary unit, in which sub-account, all balances, commission fees and payments are nominated and calculated.

CFD contract – Contracts For Differences on stocks, equity indexes, precious metals or any other commodities available for trading.

Client – any natural person or any legal entity, which opened a sub-account with the Company and making effective investment transactions with the Company at the prices provided by the Company. Identification of the Client by the Company is made by assignment of unique number of the sub-account and the password to the given sub-account.

Company – Legal Entity - North Finance Company LTD, providing services of execution of investment transactions in Forex and CFD markets and conducting all the necessary calculations with the Client in accordance with the present agreement.

Currency contract - currency pairs available for trading.

Equity - provided part of the Client's sub - account including open positions which is tied to the balance and Floating (Profit/Loss) by the following formula: Balance + Profit + Swap; These are the funds on the Client's sub-account reduced by the current loss on the open positions and increased by the current profit on the open positions.

Floating Profit/Loss - unrealized profit (loss) on the open positions at current values of prices of the underlying currencies contracts or stocks, equity indexes, precious metals or any other commodities available for trading;

Free Margin - funds not used as the guarantee to the open positions. Calculated: Free Margin = Equity - Margin.

Investment transactions – means any Transaction between the Company and theClient on purchase or sale of currency contracts or CFD contracts which assumes the execution of minimum of two opposite transactions with respect to purchase and sale of the contract of the identical volume, identified as (a) a FX, spot or forward transaction in relation to any currency or (b) any back to back Transaction which is matched with any Transaction falling within (a) above and (c) identified as being a CFD in relation to any stocks, equity indexes, precious metals or any other commodities available for trading or any combination thereof; which we may enter into to enable us to enter into or fulfill our obligations under such Transaction;

Lot - a unit of the transaction sum measurement.

Margin Trading – is a purchase/sale or other transaction with currency or CFD contracts effected on credit extended to the Client by the Company and where as the result the volumes of the open positions several times exceed the size of variation margin.
Margin - the necessary guarantee funds to the open positions, equal to 1% (with leverage rate 1:100) of the total open positions.
Margin Level - index characterizing the account. Calculated as: Equity / Margin.

Open position - deal of purchase (sale) not covered by the opposite sale (purchase) of the contract.

Operating (trading) time of the Company - period of time within a business week, where the trading terminal of the Company provides the opportunity of trading operations with standard currency contracts and CFD contracts. The exceptions are the days off and holidays, temporary changes of the Company office regulations and also periods of time when the customer service is unavailable due to technical problems. In these cases the Company is obligated to undertake all possible steps in order to notify the Client about any change in the operating mode and to make it possible for Client to remove currency risks appearing in this case.

Order- means the request for the transaction execution

Spread - difference between the purchase price (rate) and the sale price (rate) of the currency or CFD contract at the same moment.

Stop-out level – such condition of sub-account when the open positions are forcedly closed by the Company at current prices. If there are more then three open positions and the margin level reaches 10% the Company reserves the right to close most unprofitable part of these positions to avoid a negative balance of Client’s sub-account. The last position is forcedly closed at the margin level from 5 to 1%.
Storage - Swap - the funds, withdrawn or added to the Client's sub-account for the prolongation (transfer) of open position to the next day. From Friday to Monday swaps are to be calculated for one day. From Wednesday to Thursday are to be calculated in the triple size.

Sub-account - the special personal account for internal calculation and customer deposits, opened in the Company by the Client, through which the obligations of the Company and the Client are fulfilled, which appear from the transactions, executed according to present agreement.

Trading tools – currency and CFD contracts available for trading.

Transactions - set of trading operations where the funds are passed from the base currency into to the quotation currency and vice versa.

3. Rules of the trading tools transactions.

Following rules define the conditions, according to which the Company renders services of execution of investment transactions in FOREX and CFD markets to natural persons and legal entities via Trading Platform, Internet or a telephone line provided by the Company or a representative of the Company.

1. The Client, using electronic access, can give only the following orders of trading character:
-OPEN - to open a position;
-CLOSE - to close a position;
- To place (remove, change) orders Stop Loss, Take Profit, Buy Limit, Buy Stop, Sell Limit, Sell Stop.
Any other orders are unavailable and are automatically rejected.
Orders can be placed, executed, changed or removed only within the operating (trading) time.
The confirmed open or closed position cannot be cancelled or changed.

2. The client accepts responsibility for the safety of the password, and also recognizes authenticity of all electronic orders with its use.

3. The transaction (opening or closing a position) is executed at the "BID" / "ASK" prices offered to the Client. The Client chooses desirable operation and makes a request for the transaction confirmation by the Company. The transaction is executed at the prices the Client can see on the screen. Due to the high volatility of the markets during the confirmation process the price may change, and the Company has the right to offer the Client a new price. In the event the Company offers the Client a new price the Client can either accept the new price and execute the transaction or refuse the new price, thus cancel the execution of the transaction.

4. The Company has a discretionary right to decline the Client request for position opening, if Free Margin is less than the margin necessary to guarantee this position.

5. Orders: Stop Loss, Take Profit, Buy Limit, Buy Stop, Sell Limit, Sell Stop on currency pairs and CFD contracts are executed at the declared by the Client prices on the first market price information. The Company reserves the right not to execute the order, or to change the opening (closing) price of the transaction in case of the technical failure of the trading platform, reflected financial tools quotes feed, and also in case of other technical failures.

6. Under certain trading conditions it may be impossible to execute orders (Stop Loss, Take Profit, Buy Limit, Buy Stop, Sell Limit, Sell Stop) on currency pairs and CFD contracts at the declared price. In this case the Company has the right to execute the order or change the opening (closing) price of the transaction at a first market price. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted. Or this may occur in the trading session start moments. So as a result, placing a stop-loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price.

7. The minimum level for placing Stop Loss, Take Profit and Limit Orders from a market price on currency pairs is 10 points - for currency pairs with spread less than 10 points, and is equaled spread - for currency pairs with spread more than 10 points.

8. The Client has no right to change or remove Stop Loss, Take Profit and Limit Orders if the price has reached the level of the order execution.

9. At Margin level less than 10 percent the Company has a discretionary right to begin closing positions starting from most unprofitable, while Margin level = 5 % or less all positions are getting closed forcedly in the automatic mode at current price.

10. The Client takes full responsibility for giving directions opening, closing, changes and removal of positions or orders on the phone line +74957889675 through the operators of the Company. All operations in this case are executed under the responsibility of the Client. The Client agrees and realizes that all conversations between theClient and theCompany can be recorded on magnetic, electronic and other carriers. TheClient further agrees to use these records as evidence in case if any dispute arises between theCompany and theClient.

11. The Company has the right to refuse the Client in the execution of transactions through the telephone line if the actions of the Client are not clear and do not include the following operations: opening position, closing position, changing or removing orders.

12. In certain circumstances the Company may, suspend, freeze or close the Client positions and request the revision of the executed transactions. Such circumstances can arise when there are force-majeur circumstances, hacker attacks and other illegal actions against the Server of theCompany, and also a suspension of trade in the financial markets concerning trading tools of theCompany,

13. All questions, regarding determination of a price level in the trading terminal are at the discretion of theCompany. Any references of theClient to quotations of other trading or information systems are unauthorized and can be refused.

14. Trading operations using additional functions of the client trading terminal, such as Trailing Stop or Expert Adviser are executed completely under the Client responsibility, as they depend directly on the client trading terminal and cannot be supervised by the Server of the Company.

4. Conditions of work

1. The following currencies are available for trading:
USD - US dollar, EUR - Euro, CHF - Swiss franc, GBP - British pound sterling, JPY - Japanese yen, AUD - Australian dollar, CAD - Canadian dollar, NZD - New Zealand Dollar, DKK - Danish Krone, NOK - Norwegian Krone, SEK - Swedish Krona, CCK - Czech Koruna, SKK - Slovak Koruna, SGD - Singapore Dollar, HUF - Hungarian Forint, PLN - Polish Zloty, HKD - the Hong Kong Dollar, LVL - Latvian Lat, MXN - Mexican Peso, ZAR – South African Rand.

TheCompany has the right to add new currencies in trading system, making all necessary information available on the web address: http://www.northfinance.com/eng/cfd/specification-of-forex-contracts/.

2. The following CFD contracts are available for trading:
CFD on stocks included in Dow Jones industrial index, CFD on metals (Gold, Silver), CFD on future contracts.

The Company has the right to add new CFD in trading system, making all necessary information available on the web address: http://www.northfinance.com/eng/cfd/forex-cfd-specifications/.

3. The 1 (one) standard lot size in the system for currency pairs is equivalent 100000 of first currency in the currency pair. The minimal volume of the transaction is 0,1 lot. A possible choice of a leverage rate for currency pairs - from 1:1 up to 1:200. At opening the trading sub-account, leverage rate is established 1:100 by default.

All necessary trading information for currency pairs concerning spreads, swaps, margin requirements, etc. is available on the web address:

http://www.northfinance.com/eng/cfd/specification-of-forex-contracts/.

4. The established value of a leverage rate in the trading terminal does not include the transactions involving CFDs.

All necessary trading information for CFD contracts concerning spreads, swaps, margin requirements, trading sessions etc. is available on the web address: http://www.northfinance.com/eng/cfd/forex-cfd-specifications/.

5. Swaps are a variable in size and change depending on the interest rate in the countries which currency is quoted in currency pair. Thecompany has the right to change value of swaps on currency pairs and CFD contracts, having informed theClient about it through internal mail of the trading terminal. From Friday to Monday swaps are to be calculated for one day. From Wednesday to Thursday swaps are to be calculated the triple size.

6. The company has the right at it discretion to increase spreads on currency pairs and CFD contracts depending on a market situation.

7. In case of absence of any transactions or funds operations within one year on the Client account, North Finance Company LTD raises the fixed payment of 10 US dollars per year in order to maintain the account.

5. Sub - account opening

1. In order to open the sub-account, the Client fills up the registration form, downloadable from the Company’s website at following address: http://fxpanel.northfinance.com/reg.php; for opening of a sub-account with the Company.

2. The Client has to fund his/her sub-account within thirty normal days from the moment of its opening.

3. All funds on the sub-account of the Client provide a credit line (margin trading) for trading tools operations.

4. Electronic access to control the Client sub-account is opened not later than the next banking day after receiving the funds to the account of the Company.

5. All operations under the sub-account are calculated in the US dollars.

6. In the event the Client does not deposit necessary funds into his account within 30 normal days of its opening, the Company has

a discretion to close his account without consulting the Client.

6. The payment procedure

1. The Client has the right to withdraw the funds, free from any obligations, except as stated in the clause 5.7 above, from his sub-account (The funds which are not used for margin covering) without closing of the sub-account.

2. Money transfer is achieved within three banking days after receiving of instructions of transfer request instructions from the Client.

3. At the receiving the transfer request instructions from the Client, the transferring sum reduces the balance of the Client’s sub-account on the day the funds has reached the Client’s designated account.

4. When the Client withdraws the funds from his sub-account to his designated bank account, then the Client agrees to pay any bank transfer fees.

5. The Client, being the manager of his sub-account, has the right to give the instructions of exclusive trading nature, and also instructions, regarding funds operations.

6. The Client is fully responsible for payments details, given to the Company. The Company accepts no responsibility for the Client’s funds, if the Client given details are wrong.

7. About authorities and responsibilities of the Client And the Company.

1. The Client is informed and agrees that the Company in any way is not responsible for all mistakes or omissions of the Client at the realization of operations and transactions in FOREX and CFD markets.

2. The Client carries personal responsibility for his sub-account and confirms that this applies all the time until his sub-account is closed.

3. The Company has the right to change or to modify the present agreement, after informing the Client through the internal mail system of the trading terminal of the Company, 5 business days prior to the amendments coming into force;

4. This Agreement contains the entire agreement between the Client and The Company relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by the Company at any time. It can be terminated by obtaining written notice from the Client or the Company regarding the termination of the present agreement and/or closing of sub-account.

5. If the dispute regarding the state of the Client’s sub-account arises both parties shall examine the history of the sub-account operations, orders and transactions made by the Client. Such history must be printed out by the Company.

6. The Company is not an Internet Service Provider and cannot be responsible for not fulfilling any obligations under this agreement because of the internet connection failures.

7. The Client agrees that:

- Market recommendations and information transmitted to the Client by the Company or any person inside the company does not indicate proposal or any advice to make a transaction;
- The Company or its managers, directors, employees, shareholders may have positions or intentions to buy or sell the trading tools passed to the Client according to the market conditions and that the market position of the Company or its employee, director, colleague, shareholder or representative can not be conformable to recommendations given to Client by the Company.

8. The Client declares and guarantees that:

- The Client is in the sensible mind, adult and financial well-off;
- The Client is able to deal in Forex and CFD markets;
- All the information given by the Client to the Company is truthful, correct, and valuable and the Client informs the Company immediately about any change in this information.

9. The Clients have the right to manage the joint sub-account; in this case each owner of the sub-account has the right:

- To trade on the sub-account strictly according to the present agreement;
- To receive entire correspondence and documents regarding the sub-account;
- To deposit or withdraw funds from the sub-account;

10. In the case of death of one or more owners of sub-account, the Company must be informed in written form and with the enclosure of the death certificate copy.

8. Notice of the Client risk.

1. The Client accepts that the trade in FOREX and CFD markets can carry very significant risks. Therefore it is necessary for the Client to thoroughly analyze his financial abilities before participating in such operations.

2. The Client understands and agrees that he can completely lose his funds and any additional funds, deposited for executing his orders, strengthening or controlling his positions at the Forex and CFDs markets.

3. The Client agrees that the Company cannot be responsible for any losses caused directly or indirectly by the limits, assigned by the government, currency or market rules, the stopping of trading, the military actions or other conditions, usually called "force majeur" and which cannot be controlled by the Company. The Company shall not be liable to you for the non-performance of our obligations hereunder or the failure to execute any Transaction in accordance with the Client’s instructions by reason of any cause beyond the Company’s reasonable control.

4. The trade using the electronic trading platforms can differ not only from the trade using interbank system, but also from the trade using any other trading systems. If the Client trades using the electronic trading platform supplied by the Company, then he undergoes the risks, associated with the system, including the software problems.

5. The Client is obliged to keep the passwords in the safe and secure place and agrees not to allow the third parties to get access to his trading platform. The Client will be directly responsible for trading using his password even if that password has been used by the third party.

6. In case of any quoting errors, the Company has the right to make the necessary corrections and to take its own decisions on any disputes from and at the moment of the error appearance.

7. The present brief information about the risk does not cover all risks that arise from the Margin Trading in the Forex and CFDs markets.

9. Order of consideration of claims and disputes.

1. All disputes that arise from this present agreement will be attempted to be decided by negotiations and correspondence between the Client and theCompany.

2. The claims from the Client, which appear from the present agreement, are received by the Company for further consideration, only in written form and not later than three calendar days from the date when the dispute arose.

3. Considerations of the Client's claim by the Company will take not more than fourteen business days.

North Finance Company LTD