Please complete, sign and return the disclosure statement, investment agreement
and ProFunds New Account forms to us at the address below:

Investment Advisory Agreement

This investment advisory agreement is between Elliot Brenner ("adviser") and _________________ ("client"). Client wishes to retain adviser to act as client's investment adviser in accordance with the terms and conditions of this agreement.

This agreement is intended to outline the responsibilities of the parties with regard to the investment management services to be provided by adviser.

1. We will give you the benefit of our continuing study of economic conditions, security markets and other investment issues. On the basis of these studies, we shall provide advice from time to time regarding the allocation of your assets, including the specific allocation of mutual funds and other appropriate investments.

2. We will recommend that you establish and/or maintain, in your name, accounts into which you shall deposit funds and/or securities, which shall be referred to as, managed assets.

3. You may at any time increase or decrease your managed assets. Your account(s) will, at all times, be held solely in your name and will require your authorization for withdrawal.

4. You will receive statements directly from your brokers, mutual funds, or others as appropriate. Adviser does not prepare regular client reports.

5. You agree to pay adviser ** for managing your account(s). The fee will be due and payable quarterly. Clients may prefer to have the adviser's fee withdrawn from client accounts. This will only be permitted when the client authorizes the agreement in writing; and at least semiannully, the custodian notifies the client of how much has been paid to the adviser.

6. You acknowledge that past performance of investments recommended by adviser should not be construed as an indication of future results, which may prove to be better or worse than past results. YOUR INVESTMENTS WILL GO UP OR DOWN, DEPENDING ON MARKET CONDITIONS. We make no promises, guarantees or warranties that any of our services will result in a profit to you. You may rely on information furnished by us, which is believed to be reasonably accurate and reliable.

7. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration, in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

8. This agreement may be modified upon such terms as may be mutually agreed upon in writing. The agreement is terminable by client within 5 business days, without penalty, from the date of acceptance. Any fees paid in advance are refundable on a prorated basis. Either party may terminate this agreement upon written notice. This agreement is not assignable by adviser without the advance written consent of the clients.

9. If this agreement is established by you, the undersigned, in a fiduciary capacity, you hereby certify that you are legally empowered to enter in or perform this agreement in such capacity. If this agreement is established by a corporation, the undersigned certifies that the agreement has been duly authorized, executed and delivered on behalf of such corporation and that the agreement is a validly certified copy of a resolution of the Board of Directors of the corporation to that effect and authorizing the appropriate officers of the corporation to act on its behalf in connection with this agreement.

10. Any information provided by client shall be treated as confidential and shall not be disclosed to anyone without client's written consent.

11. This agreement shall be governed by the laws of New Jersey. This agreement contains all the understanding of the parties as to this agreement.

12. Client certifies that the social security number (or tax ID number) set forth below is correct and that client is not subject to "backup withholding" under section 340(a)(1)(C) of the Internal Revenue Code or any successor provision. Client also certifies that client is a US citizen.

** 2 percent/year on managed assets. Minimum account size is $15,000. Fees for accounts over $1,000,000 are negotiable.

Your full name is (please print): ________________________________________________________

Your legal address is: ________________________________________________________________

Your Social Security Number (or Tax I.D.) is: _____________________________________________

Type of Account (i.e., Individual, Joint, IRA, etc): __________________________________________

Your email address is: ________________________________________________

By signing this agreement you acknowledge that you have reviewed adviser's Disclosure Statement.

(Signature) _____________________ (Date) ____________________

Accepted by:
________________________ (Date) ____________________
Elliot Brenner
Registered Investment Adviser
1717 Brentwood Place
Clementon, NJ 08021
ebrenner@comcast.net

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