Sample Agreement

DB Financial Management, Inc.
Investment Management Agreement

DB Financial Management Inc. (DBFM), is hereby retained to provide investment supervisory services on a fully discretionary basis to the client(s) whose name is set forth below with respect to the securities and cash placed under DBFM’s supervision by the client.

The client has appointed or will appoint a custodian (TD Waterhouse) to take possession of the client's cash, securities and other assets and hereby appoints DB Financial Management Inc. to act as the client’s agent and attorney-in-fact with respect to the investment supervision of that account(s). DBFM will have limited power-of-attorney over client's account(s) and the power to direct the custodian to buy, sell or otherwise effect transactions in any holdings in the client's account(s). DBFM shall not have the right to remove any assets from the account(s), with the exception of fee billings. DBFM at no time will exercise custody or have access to such assets.

The annual fee for portfolio management services is billed quarterly in advance based on the market value of the assets on the last day of the preceding quarter. On an annualized basis, DBFM’s fee for portfolio management is equal to 1.50% of assets under management. For new account relationships, the initial billing period will not begin until the first day of the full quarter following the account opening. For example, if an account is opened on February 18 the billing period/process will not start until April 1. The advisory services rendered from February 18 – March 31 would be provided at no cost to the client. In special cases, other fees may be negotiated.

Payment of the fees will be made by the qualified custodian holding the client’s funds and securities provided the client provides written authorization permitting the fees to be paid directly from their account. DBFM will not have access to client funds for payment of fees without client consent in writing. Further, the qualified custodian agrees to deliver a quarterly account statement directly to the client. The client is encouraged to review their account statements for accuracy. DBFM will receive a duplicate copy of the statement that was delivered to the client.

DBFM, in providing investment supervisory services, shall endeavor to the best of its ability to exercise good faith and diligence in the execution of its duties. However, DBFM does not guarantee the accuracy of the information and advice furnished and does not indemnify the client against loss or opportunity loss for actions taken or not taken.

DBFM takes no responsibility for acts done or not done by the custodian, including the commissions charged by the custodian and the quality of the executions effected by the custodian.

Client statements prepared by DBFM are intended to provide general summary only. Their purpose is to emphasize the asset allocation and the investment posture of the account. They are not prepared with the intention of creating a precisely accurate accounting document. Client will receive statements from custodian on a regular basis, which will reflect transaction details.

If the client directs DBFM to employ margin borrowings, options or futures to leverage the account, the total market value of all assets, including underlying assets, will be the market value used to compute the fee. The client understands that leveraging the account will substantially increase the risk.

With regard to the proxy materials received by clients, please note that it is the policy of DBFM not to vote proxies on behalf of its clients. Please contact your advisor with any questions you may have concerning this matter.

No assignment of this agreement shall be made by DBFM without the consent of the other party to the agreement. Either party may terminate the management agreement within five days of the date of acceptance without penalty to the client. After the five day period, either party may immediately terminate the agreement by providing written notice to the other. Upon termination, any prepaid fees will be prorated to the date of termination and unearned fees will be returned to the client.

It is understood by the client that DBFM is a Nevada Corporation and believes it has no duty to be registered by other jurisdictions other than California and Texas.

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Rev. Nov. 2004

DB Financial Management, Inc.
P.O. Box 10214
Zephyr Cove, NV 89448

Phone: (888) 571-3945

Fax: (775) 586-9047


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