EXHIBIT 10.37
MERRILL LYNCH Corporate and Institutional Client Group
6th Floor 222 Broadway New York, New York 10038 212 670 0620
LETTER OF AGREEMENT
FOR
WALL STREET STRATEGIES
The Citation Group (the "Citation Group") is a division of Merrill Lynch, Pierce, Fenner & Smith Incorporated, a
broker-dealer which, as part of its regular services to its customers, provides investment research services for the
use of those customers.
The Citation Group hereby agrees to purchase from you or any of your affiliates the services described in the use
schedule attached hereto (the "User Schedule") for use by our customers (the "Services"). Additions or deletions
from the User Schedule or any Supplemental User Schedules may be made only by mutual agreement evidenced
by written notice by us acknowledged by you. For Services previously agreed upon, for use by other Citation
Group customers, Citation Group will notify you of the identity of the customer; no acceptance shall be required
by you.
We acknowledge that we are purchasing the Services to assist our customers in making decisions with respect to
investing in, purchasing or selling securities. It is understood that, although you may deliver the Services directly to
our customers, such customer are not, and shall not be deemed to be, your customers and such Services will be
considered provided to such customers on our behalf. All invoices for Services are to be directed and sent to the
Citation Group, and not to any of our customers. We will not pay any invoices that are directed to, and made
payable by, our customers.
You hereby represent that you are registered as an investment advisor pursuant to the Investment Advisors Act
of 1940, as amended, or are not required to register pursuant to such Act either currently or as a result of your
delivery of the Services. In this connection, you agree to furnish to the Citation Group, and any Citation Group
customer to which you deliver any Services, all materials that you are required to deliver pur