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Waters, Parkerson & Co., Inc. ) CONSENT AGREEMENT

Suite 512 ) No. 02-043-CAG

228 St. Charles Avenue )

New Orleans, Louisiana )




This Agreement is entered into between the State of Maine Office of Securities ("Office of Securities") and Waters, Parkerson & Co., Inc. (" Waters, Parkerson & Co.), a broker-dealer located in New Orleans, Louisiana.


WHEREAS, the parties agree as follows:


1. At all relevant times, it has been unlawful in Maine for a person to act as a broker-dealer unless licensed or exempt from licensing under the Revised Maine Securities Act, Title 32 Maine Revised Statutes Annotated 10101 et seq.


2.                  Waters, Parkerson & Co. filed an application with the Office of Securities for licensing as a broker-dealer on September 14, 2001.


3.                  On October 1, 2001, the Office of Securities sent a letter to Waters, Parkerson & Co. requesting that the firm provide additional information in connection with the firm's pending broker-dealer application.


4.                  On October 18, 2001, the Office of Securities received a letter from Stephen J. Casamento in which he provided, among other things, documentation regarding transactions effected for the account of two (2) Maine consumers. The documentation revealed that the firm had effected forty-two (42) transactions in the accounts of the Maine consumers.


5.                  It is the Office of Securities' position that Waters, Parkerson & Co. has acted as a broker-dealer in Maine without being licensed or exempt from licensing.


6.                  Waters, Parkerson & Co. has represented to the Office of Securities that the violations occurred as a result of the two Maine clients moving from Louisiana to Maine.


7.                  Both parties desire an expeditious resolution of this matter.

NOW THEREFORE, without trial or adjudication of any issue of fact or law, and without Waters, Parkerson & Co. admitting or denying that its conduct violated the Revised Maine Securities Act, it is agreed that:


1. Waters, Parkerson & Co. will comply with all licensing and other legal requirements governing persons acting as securities broker-dealers in the State of Maine at all times from the date hereof;


2. In lieu of the Office of Securities seeking the imposition of a penalty for the allegations contained herein, Waters, Parkerson & Co. will pay the sum of $3200 to the Office of Securities upon Waters, Parkerson & Co.'s execution of this Agreement; and


3. The Office of Securities will not take further action against Waters, Parkerson & Co. based upon its unlicensed status during the period preceding and including the date of execution of this Agreement, PROVIDED, however, that this paragraph applies only to those transactions previously disclosed to the Office of Securities by Waters, Parkerson & Co.



December 14, 2001 Christine A. Bruenn

_____________________ ______________________________

Date Christine A. Bruenn

Securities Administrator



December 3, 2001 Stephen J. Casamento

____________________ ______________________________

Date Stephen J. Casamento

Vice President

Waters, Parkerson & Co., Inc.