Accrued Liabilities Agreement
THIS AGREEMENT is made and entered into as of August 9, 1999 by and between
Online Stock Market Group ("OSMG"), a California Corporation, and Online Stock
Market, Inc. ("OSMi"), a California Corporation.
RECITALS:
This agreement is made with reference to the following facts:
A. OSMi is a registered broker/dealer, a member in good standing of the
National Association of Securities Dealers ("NASD"), and a subsidiary of
OSMG.
B. As a member of the NASD, OSMi is subject to certain rules (the "Net Capital
Rules") designed to maintain the general financial integrity and liquidity
of a broker/dealer.
C. It is in the best interests of OSMG that OSMi be in compliance with the Net
Capital Rules.
D. To this end, OSMG wishes to act as a guarantor of the significant debts and
liabilities of OSMi.
NOW, THEREFORE, it is agreed as follows:
1. Basic Agreement. OSMG agrees to pay upon written request of OSMi any of the
significant debts and liabilities of OSMi. Payment shall be prompt, and
evidence of payment shall be furnished to OSMi. It shall be the discretion
of OSMG to make payment directly or to transfer funds for such payment to
OSMi.
2. Significant Liabilities. The significant debts and liabilities of OSMi to
which this Agreement applies shall initially consist of the following:
a. Rent due Watt Plaza
b. Telephone lines and service provided by Pacific Xxxx
c. Toll-free 800 service provided by MCI WorldCom
d. Data connection and service by ILX Systems
e. DSL connection by Concentric
f. Web site hosting by WebCom
g. Trading Web site and transaction processing by Automated Financial
Systems
h. Backoffice and compliance support by RND Resources, Inc.
i. Unemployment insurance, worker's compensation, and liability insurance
j. General utilities, including cable TV by Adelphia
k. Postal meter rental and usage
l. Legal services
m. Accounting services
This list may be amended by written agreement of both parties.
3. Credit Rating. OSMG agrees that OSMi may use the credit rating and history
of OSMG to obtain credit on more favorable terms.
4. Entire Agreement. This Agreement embodies the entire agreement and
understanding of the parties to this Agreement with respect to its subject
matter and supersedes all prior agreements and understandings, whether
written or oral, relating to such subject matter.
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5. Notices. Any notice under this Agreement shall be deemed sufficiently given
by one party to another if in writing and if and when delivered or tendered
either in person or by the deposit of it in the United States mail, in a
sealed envelope, registered or certified, with postage prepaid, addressed
to the person to whom such notice is being given at such person's address
as may have been given by such person to the other party for the purposes
of notice in accordance with this subsection. A notice not given as above
shall, if it is in writing, be deemed given if and when actually received
by the party to whom it is required or permitted to be given.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
7. Severability. Any provision of this Agreement prohibited by or unlawful or
unenforceable under any applicable law of any jurisdiction shall as to such
jurisdiction be ineffective without affecting any other provision of this
Agreement. To the full extent, however, that the provisions of such
applicable law may be waived, they are hereby waived to the end that this
Agreement be deemed to be a valid and binding agreement enforceable in
accordance with its terms.
8. Remedies. The parties to this Agreement shall have available to them all
remedies for breach provided by law or equity. Without limiting the
generality of the foregoing, the parties agree that in addition to all
other rights and remedies available at law or in equity, the parties shall
be entitled to obtain specific performance or the obligations of each party
to this Agreement and immediate injunctive relief and that in the event any
action or proceeding is brought in equity to enforce the same, no
Shareholder will urge, as a defense, that there is an adequate remedy at
law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
ONLINE STOCK MARKET GROUP
/s/ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx
President/CEO
ONLINE STOCK MARKET, INC.
/s/ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx
President/CEO
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