1
EXHIBIT 10.20
AGREEMENT
This Agreement dated as of September 28, 2000, is entered
into by and among Rushmore Securities Corporation ("Rushmore") and Andover
Brokerage, LLC ("Andover").
Rushmore and MV Technologies, LLC ("MVT") are simultaneously
entering into an agreement whereby Rushmore is assigning to MVT all of
Rushmore's right, title and interest in and to a certain software package, and
MVT is granting Rushmore a certain nonexclusive license to use such software
package in its business, pursuant to a Software Assignment and License Agreement
dated the date hereof (the "Software Transfer Agreement") between Rushmore and
MVT. In further consideration for Rushmore and MVT entering into the software
Transfer Agreement, Andover and Rushmore are entering into this Agreement.
Accordingly, the undersigned parties hereby agree as follows:
1. Option. Andover agrees to establish a professional equity trading
office (the "Office") in Dallas, Texas (or within a 25 mile radius of Dallas,
Texas), which office will occupy approximately 6,000 square feet and will have
infrastructure (including without limitation computers, communication lines and
data lines) sufficient to support fifty (50) traders, then Rushmore shall have
the right to purchase a 50% interest in the Office, for an exercise price of
$1.00. To exercise its option, Rushmore shall deliver to Andover a written
notice of exercise and the $1.00 exercise price. Upon Andover's receipt of such
written notice of exercise, Rushmore and Andover shall cooperate in forming a
new entity ("Newco") into which Andover will contribute all of the assets and
liabilities of the Office. Andover and Rushmore will each hold 50% of a single
class of equity that has all of the voting rights of Newco. The parties will
negotiate mutually acceptable documentation to govern the ownership and
governance of Newco.
2. Commitment After Six Months. In the event that within six months
after the date hereof, Andover has not established the Office, Andover agrees
that it will use its best efforts to establish the Office as soon as practicable
thereafter.
3. Termination. In the event that Andover incurs in the aggregate a
"Net Loss" from the operation of the Office in an amount of $1,000,000 or more,
Andover shall have the right to close and wind-up the Office, regardless of
whether Rushmore has exercised the option provided for in Section 1 above. The
right to close and wind-up the Office in such event shall not require the
consent of Rushmore. "Net Loss" shall be the amount by which the Office's
aggregate losses from trading and aggregate operational expenses (for this
purpose expressed as a positive number) exceed the aggregate profits of the
Office.
/s/ RUSHMORE SECURITIES CORPORATION
/s/ ANDOVER BROKERAGE, LLC
