Inverworld, Inc., et al. - Page 177

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            maintenance, disposition and application of its monies,                                       
            securities or commodities"; (2) "To open, maintain, conduct and                               
            close accounts in the Client's name with any broker, dealer or                                
            investment concern, to issue orders and directions to such                                    
            broker, dealer or investment concern for its account with respect                             
            to the disposition and application of its monies, securities or                               
            commodities from time to time held by such broker, dealer or                                  
            investment concern"; (3) "For the foregoing purpose to endorse                                
            for deposit and collection all checks, certificates of deposit,                               
            promissory notes, drafts, bills or exchange or other orders or                                
            instruments for the payment of money payable to its order"; and                               
            (4) "To pay bills and fees of third parties on behalf of the                                  
            Client for goods or services which the Client has received or                                 
            authorized."                                                                                  
                  By signing the discretionary authorization, each client                                 
            authorized LTD to "manage the investment of the cash, securities                              
            and other property of the Client as the Manager may hold from                                 
            time to time."  Each client agreed that LTD,                                                  
                  in its sole discretion, shall invest the Assets in time                                 
                  deposits, money market funds or interest bearing                                        
                  investments or buy, sell (including short sales) and                                    
                  trade commodities, commodity options, stocks, bonds,                                    
                  options (including uncovered short positions in option                                  
                  contracts or in the uncovering of any existing short                                    
                  position in option contracts and any other securities                                   
                  and/or contracts relating to the same on margin or                                      
                  otherwise.                                                                              
                  The discretionary authorization set forth LTD's compensation                            
            system.  The discretionary authorization stated:  "The Client                                 




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