Exhibit 10.16
FULL SERVICE AGREEMENT
This AGREEMENT (hereinafter referred to as "Agreement") is entered into
this 19th day of January, 1999, and made effective as of __________________, by
and between Web Street Securities, Inc., an Illinois corporation having its
principal offices at 000 Xxxx Xxxx Xxxx, 0/xx/ Xxxxx, Xxxxxxxxx, XX 00000
(hereinafter referred to as "Web Street"), and Landsbref, Ltd., a corporation
domiciled in Iceland having its principal office at Xxxxxxxxxxxxxxx 00, 000
Xxxxxxxxx, Xxxxxxx (hereinafter referred to as "Landsbref").
W I T N E S S E T H
WHEREAS, Web Street is (i) registered with the Securities and Exchange
Commission (hereinafter referred to as "SEC"), as a broker/dealer of securities,
in accordance with Section 15(b) of the Securities Exchange Act of 1934
(hereinafter referred to as the "Act"), (ii) a member of the National
Association of Securities Dealers, Inc. (hereinafter referred to as "NASD"), and
(iii) a member of the Security Investor's Protection Corporation (hereinafter
referred to as "SIPC"); and
WHEREAS, Landsbref is (i) a securities house, a wholly owned subsidiary of
The National Bank of Iceland, (ii) registered with the Icelandic Securities
Exchange, as a broker/dealer of securities, in accordance with laws nr. 13/1996,
Act on securities transactions, which include supervision and compliance of the
Bank inspectorate of the Central Bank of Iceland; and
WHEREAS, The clearing firm that Web Street and Landsbref currently use is
US Clearing (hereinafter referred to as the "Clearing Firm"), or as amended from
time to time; and
WHEREAS, Web Street and Landsbref have entered into an agreement whereby
Landsbref will trade securities through Web Street, whereby Landsbref will,
among other things, open separately numbered accounts in Landsbref's name
(hereinafter referred to as the "Landsbref Accounts") with the intention to
assist fully discretionary customers of Landsbref, trading in foreign securities
(hereinafter referred to as the "Customer") and thus maintaining these accounts
on the behalf of the Customer; and otherwise avail itself of Web Street's
facilities and services, all as more fully set forth below;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Establishment of Landsbref Accounts.
-----------------------------------
On or after the Effective Date, Landsbref will complete and submit to Web
Street Web
Street's standard account application and standard arbitration agreement and
other paperwork customarily required of Web Street customers by Web Street,
including, without limitation, I.R.S. Forms W-8 and 1001. Upon receipt of all
required documentation and other information, Web Street will assign to
Landsbref separate account numbers (as requested by Landsbref), and Landsbref
will select passwords for each such account and advise Web Street of such
passwords and the accounts to which they are assigned. When a Landsbref customer
enters into an agreement for trading with Landsbref, on a discretionary basis,
Landsbref may in its discretion give such customer access to one of the
Landsbref accounts; subject, however, to Clearing Firm requirements. For all
purposes throughout this Agreement, it is understood that each Landsbref Account
is a legally separate account from all other Landsbref Accounts notwithstanding
that such accounts include the "Landsbref" name.
2. Maintenance of Landsbref Accounts; Trading Procedure.
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All Landsbref Accounts will be maintained according to the following
procedures and protocols:
(a) For the duration of this Agreement, orders may be placed by Landsbref
for any Landsbref Account, with the use of a correct, active account
number, user name and password, and otherwise in the manner from time
to time prescribed by Web Street.
(b) Web Street and Landsbref shall establish a joint account with the
clearing firm which account includes "Landsbref/Web Street" in its
title ("Joint Clearing Account"). The Joint Clearing Account will be
funded by Landsbref, and will serve as a basic clearing deposit and as
security for any and all amounts that may become due and owing by
Landsbref to Web Street and/or the Clearing Firm under the terms of
this Agreement. On the Effective Date, Landsbref shall deposit, and
at all times maintain on deposit with the Clearing Firm a balance
which is determined by Landsbref, according to the volume of business
that Landsbref generates and according to Landsbref's service
standards.
(c) Orders for trades made for Landsbref Accounts shall be placed in any
manner available to other Web Street customers, i.e., on-line (via the
Internet), by fax or by telephone through a Web Street trader. Orders
received outside New York Stock Exchange market hours (being 9:30 a.m.
to 4:00 p.m. Eastern U.S. time) will be executed at the opening or as
near the opening of the applicable market as is practicable the next
business day. Landsbref will provide the account number and
associated password for all Landsbref Accounts for which it submits
orders.
(d) All trades for Landsbref Accounts shall be settled through the
individual Landsbref accounts. All account transfers, account
deposits, liquidations of account assets, and the like, in Landsbref
Accounts shall be made only at the direction of Landsbref or Web
Street through the Joint Clearing Account.
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(e) Landsbref will have access to all Web Street services (subject to any
technological limitations beyond Web Street's control), including
stock quotes, research, news reports and portfolio management
capabilities, as well as 24 hours/day, 7days/week telephone access to
customer service representatives (see Exhibit A for a listing of Web
Street features and resources available as of the date hereof).
(f) All charges for Landsbref Account activity will be made according to
the Web Street commission schedule applicable to Web Street customers
generally, as in effect from time to time. (The commission schedule in
effect at the date hereof is attached as Exhibit B.) All charges for
the individual account activity shall be paid by Landsbref to Web
Street out of the individual Landsbref Account. Web Street shall be
authorized to initiate funds transfers from the individual Landsbref
Accounts in that respect. Landsbref is authorized to charge The
Customer, in addition to Web Street pricing schedule (Exhibit B),
directly according to a commission schedule determined by Landsbref
(Attached as Exhibit D) in its sole discretion for all trading
activity, as amended from time to time by Landsbref. The difference
(Landsbref commission) in Landsbref pricing schedule as Exhibit D and
Web Street Schedule Exhibit B shall be deducted from the individual
Landsbref Account and deposited into a separate "Commission" account
in Landsbref's name at the Clearing Firm (hereinafter referred to as
"the Landsbref Commission Account"). Any other provision contained
herein to the contrary notwithstanding, Landsbref guarantees to Web
Street payment of all charges (including, without limitation,
commission charges and customer debits) to individual Landsbref
Accounts. In no event will Web Street satisfy or seek to satisfy any
Landsbref Account obligation to Web Street from any account other than
the individual Landsbref Account from which the particular obligation
is owing.
(g) All Landsbref Accounts will have the benefit of the same insurance
coverage for loss due to broker-dealer or clearing corporation error
as other Web Street customers, including SIPC insurance up to an
aggregate of $500,000 ($100,000 cash and $400,000 securities).
Additional such coverage which applies to Web Street customers as of
the date hereof is set forth in the attached Exhibit C.
(h) Landsbref will have the ability to purchase options and to purchase
securities on margin according to the same terms and conditions as
other Web Street customers. Landsbref is authorized to charge The
Customer, in addition to Web Street pricing schedule (Exhibit B),
directly according to a commission schedule determined by Landsbref
(Attached as Exhibit D) in its sole discretion for all trading
activity, as amended from time to time by Landsbref. The Clearing
Firm will be responsible for the extension of credit under Regulation
T of the Federal Reserve and NASD Article III, Section 30, Appendix A.
All margin calls issued to Landsbref Accounts shall be met promptly of
the individual Landsbref Account in question. Upon receipt of a
margin call, Web Street will promptly notify
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Landsbref by e-mail or by phone of the margin call. Web Street shall
in all events have authority to transfer funds out of individual
Landsbref Account to satisfy a margin call if such margin call is not
met within a reasonable period of time but in no event have authority
to withdraw funds out of the Joint Clearing Account without
Landsbref's approval.
(i) All notices and other written materials required or permitted to be
prepared and submitted by Landsbref shall include complete and
accurate English language versions or translations, as applicable and
otherwise as required under U.S. Securities laws and regulations. Any
translation of an originally English language document into Icelandic
shall be made by and at the expense of Landsbref; and Landsbref shall
be responsible for any errors in any such translation and shall
indemnify and defend Web Street for any and all losses, costs,
monetary judgement and the like, including reasonable attorneys' fees
and court costs, incurred by Web Street and arising from any such
translations.
(j) All clearing functions, including order tickets, time stamps,
confirmations and statement generation shall be conducted by the
Clearing Firm or such other clearing operation (including Web Street,
should it become self-clearing) as Web Street may in its sole
discretion designate. Other than in the case of Web Street becoming
self-clearing, Landsbref waives any claim it may have against Web
Street, its officers, directors, shareholders, employees, agents,
successors in interest and legal representatives for loss or damage
resulting from a clearing company error or omission or market maker
error or omission.
(k) Web Street will promptly forward to Landsbref all daily and monthly
Clearing Firm reports relating to transactions involving Landsbref
Accounts.
(l) Web Street will promptly forward all Clearing Firm confirmations to
Landsbref Accounts and will promptly forward to Landsbref all monthly
statements for Landsbref Accounts with activity, and quarterly
statements for all such accounts. Web Street will forward all
transactions on weekly basis on digital format.
(m) The Clearing Firm will be the "direct inquirer" for Landsbref under
Rule 17f-1 (Lost and Stolen Securities) as promulgated by the SEC
under the Act.
(n) Web Street will answer, or seek diligently to obtain answers, and to
comply with any Landsbref complaints regarding activities for which
Web Street or the Clearing Firm has responsibility.
(o) The Clearing Firm shall be responsible for all actions required in
connection with dividends, interest, redemptions, tenders, exchanges
and/or warrant offers involving any securities held by Landsbref
Accounts.
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(p) Landsbref shall be required to pay for securities purchased for
Landsbref Accounts. Financing a portion of this balance may be
arranged under applicable NASD or Federal Reserve regulations.
(q) It is understood and agreed that all transactions conducted pursuant
to this Agreement will take place and be denominated in U.S. currency.
Web Street shall not have any responsibility for currency losses
incurred by Landsbref or any Landsbref Accounts resulting from the
repatriation of funds to Iceland, as a result exchange rates, or for
any other reason.
3. Additional Responsibilities of Landsbref.
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(a) Landsbref will promptly transmit all funds to the Joint Clearing
Account.
(b) Landsbref will provide the Clearing Firm with all necessary
information to open and maintain all Landsbref Accounts in such form
as shall be reasonably acceptable to the Clearing Firm. Landsbref
will furnish the Clearing Firm all necessary forms for handling
Landsbref Accounts, including, when applicable, new account
agreements, margin agreements, option agreements, and Forms W-8 and
1001 (where applicable). An officer of Landsbref shall approve, in
writing, each Landsbref Account.
(c) Landsbref will be responsible for its own compliance with
and the obtaining of information on any sale of control or restricted
stock under Rule 144 or otherwise. Landsbref shall also be responsible
for the control of "inside information" which may restrict its
activity in any security.
(d) Landsbref represents that it has familiarized itself and will at all
times remain familiar with the financial condition and investment
objectives of each of its customers for whom it makes investment
recommendations and/or decisions.
4. Additional responsibilities of Web Street
-----------------------------------------
(a) Web Street will be responsible for (i) operational function of the
computer systems, including maintenance and updates, (ii) correct and
complete transactions of cash and securities as requested by Landsbref
for each Account, (iii) providing Landsbref all security standards,
services and access as normally available to other Web Street
customers.
(b) Web Street will be responsible for maintaining all communications and
relations on the behalf of Landsbref with the Clearing Firm and will
seek diligently to resolve any issues that may arise during the term
of this Agreement.
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5. Additional Agreements, Representations and Warranties
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The Parties further agree, represent and warrant with and to the other as
follows:
(a) Web Street will not be responsible for any of Landsbref's office
expenses, overhead or operating costs. Landsbref will not be
responsible for any of Web Street's office expenses, overhead or
operating costs
(b) All orders submitted by Landsbref will be in accordance with Web
Street instructions, as applicable. The parties expressly agree that
Web Street shall not be bound by any investigation into the facts
surrounding any transaction that it may have with Landsbref. Web
Street shall not have any responsibility for compliance by Landsbref
with any extraterritorial (i.e., non-U.S. domestic) laws or
regulations which may be applicable to Landsbref.
(c) Landsbref is duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its formation. Landsbref is
duly authorized to conduct business and is in good standing and duly
licensed under the laws of each jurisdiction in which the nature of
its businesses or the ownership or leasing of its properties requires
such qualification. Landsbref has full power and authority to carry
on the business in which it is engaged and to own and use the
properties owned and used by it.
(d) Web Street is duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its formation. Web Street is
duly authorized to conduct business and is in good standing and duly
licensed under the laws of each jurisdiction in which the nature of
its businesses or the ownership or leasing of its properties requires
such qualification. Web Street has full power and authority to carry
on the business in which it is engaged and to own and use the
properties owned and used by it.
(e) Neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will (i) violate
any statute, regulation, rule, judgment, order, decree, stipulation,
injunction, charge, or other restriction of any government,
governmental agency, or court to which Landsbref is subject or any
provision of the charter or bylaws of Landsbref, or (ii) conflict
with, result in a breach of, or constitute a default under any
contract, franchise permit or other agreement; or terminate, modify,
or cancel, or require any notice under any contract, franchise,
permit, or other agreement.
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(f) Neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will (i) violate
any statute, regulation, rule, judgment, order, decree, stipulation,
injunction, charge, or other restriction of any government,
governmental agency, or court to which Web Street is subject or any
provision of the charter or bylaws of Web Street, or (ii) conflict
with, result in a breach of, or constitute a default under any
contract, franchise permit or other agreement; or terminate, modify,
or cancel, or require any notice under any contract, franchise,
permit, or other agreement.
(g) Except as otherwise disclosed in writing by Landsbref to Web Street,
Landsbref is not (i) subject to any unsatisfied judgment, order,
decree, stipulation, injunction, or charge or (ii) a party, or
threatened to be made a party, to any charge, complaint, action, suit,
proceeding, hearing, or investigation in any court or quasi-judicial
or administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator. None of the Landsbref's
directors or officers have any reason to believe that any such charge,
complaint, action, suit, proceeding, hearing, or investigation may be
brought or threatened against the Landsbref.
(h) Except as otherwise disclosed in writing by Web Street to Landsbref ,
Web Street is not (i) subject to any unsatisfied judgment, order,
decree, stipulation, injunction, or charge or (ii) a party, or
threatened to be made a party, to any charge, complaint, action, suit,
proceeding, hearing, or investigation in any court or quasi-judicial
or administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator. None of the Web Street's
directors or officers have any reason to believe that any such charge,
complaint, action, suit, proceeding, hearing, or investigation may be
brought or threatened against Web Street.
(i) Except as otherwise disclosed in writing by Landsbref to Web Street,
Landsbref has complied with all laws (including rules and regulations
thereunder) of federal, state, local, and foreign governments (and all
agencies thereof) ("Laws"), and no charge, complaint, action, suit,
proceeding, hearing, investigation, claim, demand, or notice
("Action") has been filed or commenced against Landsbref alleging any
failure to comply with any such law or regulation. Landsbref will at
all times conduct its business in accordance with all applicable Laws,
and will promptly notify Web Street if any Action or threatened Action
has or is expected to have a material adverse effect on Landsbref's
ability to perform its obligations hereunder.
(j) Except as otherwise disclosed in writing by Web Street to Landsbref ,
Web Street has complied with all laws (including rules and regulations
thereunder) of federal, state, local, and foreign governments (and all
agencies thereof), and no charge, complaint, action, suit, proceeding,
hearing, investigation, claim, demand, or notice has been filed or
commenced against Web Street alleging any failure to comply with any
such
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law or regulation. Web Street will at all times conduct its business
in accordance with all applicable Laws, and will promptly notify
Landsbref if any Action or threatened Action has or is expected to
have a material adverse effect on Web Street's ability to perform its
obligations hereunder.
(k) Each party is a member in good standing, or duly registered, as
applicable, of all federal and local regulatory organizations and
governmental agencies to whose jurisdiction it is subject; and each
party is in compliance with all capital and financial reporting
requirements of all such organizations and agencies; and each party
will at all times remain in good standing and in compliance as
aforesaid
(l) Each Party will notify the other of any changes or modification in its
status under any foreign or domestic regulatory or other governmental
authority to whose jurisdiction it is subject.
6. Joint Marketing.
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Web Street hereby grants a non-exclusive, royalty-free license to
Landsbref, provided that such license shall be exclusive for Landsbref for use
within Iceland, to use, reproduce and display the name "Web Street" and
variations thereof (hereinafter referred to as the "Web Street Marks"), as
follows:
(a) The grant of license shall be co-terminous with the term of this
Agreement.
(b) The grant of license shall be exclusive with respect to use of the Web
Street Marks in Iceland only. No use of the Web Street Marks outside
Iceland is contemplated or agreed to.
(c) Included in the grant of license herein is the right to use Web Street
advertising and promotional materials (hereinafter referred to as the
"Web Street Materials") in Iceland.
(d) Landsbref will provide and be responsible for all translations into
Icelandic of Web Street Materials. Landsbref will provide Web Street
with copies of all Web Street Materials used by Landsbref; and Web
Street will have the right, upon request, to approve in advance
Landsbref's use of any Web Street Xxxx and/or Web Street Materials.
Landsbref will indemnify, defend and hold Web Street harmless for any
violations of law resulting from Landsbref's use of Web Street Marks
or Web Street Materials in Iceland.
(e) It is understood and agreed that, for the duration of this Agreement,
Web Street will not make any Web Street Marks available to, or
otherwise enter into any joint agreement, with any other firm or
entity in Iceland or for use in Iceland.
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(f) For the duration of this Agreement, all inquires by any Icelandic
citizen will be directed to Landsbref. Web Street will not open any
accounts for Icelandic citizens unless through Landsbref who will
represent Web Street in the Icelandic market. Price schedule for the
Icelandic market will be decided by Landsbref as set forth in section
2, paragraph (f).
7. Indemnification of Web Street.
-----------------------------
(a) Landsbref will indemnify and hold Web Street harmless and its
respective employees, officers, directors, shareholders and agents,
and each person, if any, who controls Web Street within the meaning of
the Act (collectively, the "Indemnified Parties" and individually, an
"Indemnified Party") against any suits, losses, claims, damages, or
liabilities, joint or several (which shall, for all purposes of this
Agreement, include, but not be limited to, all costs of defense and
investigation and all reasonable attorneys' fees), as and when
incurred, by any of the Indemnified Parties, under the Act resulting
from (i) any act or omission by Landsbref constituting a breach of any
term, covenant, condition, representation or warranty herein
contained; (ii) any misleading statement or omission by Landsbref in
this Agreement; (iii) any claim by any customer of Landsbref
pertaining to the suitability of one or more investments or any other
matter not attributable to the breach of any obligation or
misrepresentation by Web Street herein; and/or (iv) any governmental
or regulatory claim, investigation, charge or the like ("Action")
against Landsbref unless such Action is attributable to the breach of
an obligation or misrepresentation by Web Street herein.
(b) Promptly after receipt by an Indemnified Party of notice of the
commencement of any action, proceeding, or investigation, such
Indemnified Party will, if a claim in respect thereof is to be made
against Landsbref, notify Landsbref of the commencement thereof; but
the omission to notify Landsbref will not relieve it from any
liability which it may have to any Indemnified Party under this
Section unless Landsbref has been substantially prejudiced by such
omission. In case any such action is brought against any Indemnified
Party and it notifies Landsbref of the commencement thereof, Landsbref
will be entitled to participate in the defense thereof, subject to the
provisions herein stated, with counsel reasonably satisfactory to such
Indemnified Party (who shall not, except with the consent of the
Indemnified Party, be counsel).
(c) The indemnity and contribution agreements contained in this Section 6
shall remain operative and in full force and effect regardless of any
termination of this Agreement.
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8. Indemnification of Landsbref
----------------------------
(a) Web Street will indemnify and hold Landsbref harmless and its
respective employees, officers, directors, shareholders and agents,
and each person, if any, who controls Landsbref within the meaning of
the Act (collectively, the "Indemnified Parties" and individually, an
"Indemnified Party") against any suits, losses, claims, damages, or
liabilities, joint or several (which shall, for all purposes of this
Agreement, include, but not be limited to, all costs of defense and
investigation and all reasonable attorneys' fees), as and when
incurred, by any of the Indemnified Parties, under the Act resulting
from (i) any act or omission by Web Street constituting a breach of
any term, covenant, condition, representation or warranty herein
contained; (ii) any misleading statement or omission by Web Street in
this Agreement; and/or (iii) any governmental or regulatory claim,
investigation, charge or the like ("Action") against Web Street
unless such Action is attributable to the breach of an obligation or
misrepresentation by Landsbref herein.
(b) Promptly after receipt by an Indemnified Party of notice of the
commencement of any action, proceeding, or investigation, such
Indemnified Party will, if a claim in respect thereof is to be made
against Web Street , notify Web Street of the commencement thereof;
but the omission to notify Web Street will not relieve it from any
liability which it may have to any Indemnified Party under this
Section unless Web Street has been substantially prejudiced by such
omission. In case any such action is brought against any Indemnified
Party and it notifies Web Street of the commencement thereof, Web
Street will be entitled to participate in the defense thereof,
subject to the provisions herein stated, with counsel reasonably
satisfactory to such Indemnified Party (who shall not, except with the
consent of the Indemnified Party, be counsel).
(c) The indemnity and contribution agreements contained in this Section 8
shall remain operative and in full force and effect regardless of any
termination of this Agreement.
9. Miscellaneous:
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(a) Binding Effect: This Agreement shall be binding upon and inure to the
--------------
benefit of the parties hereto, their legal representatives, successors
in interest and permitted assigns.
(b) Assignment. Because of the personal nature of the performance
----------
hereunder, the parties agree that the rights, obligations, and
performances required hereunder shall not be transferred or assigned
without the express written consent of the parties hereto.
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(c) Notices. All notices required or permitted under this Agreement shall
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be in writing and personally delivered or sent by facsimile
transmission as follows:
If to Web Street Securities, Inc. c/o: Xxxxxx X. Xxxx, General
at: Counsel Web Street Securities,
Inc. 000 Xxxx Xxxx Xxxx 0/xx/
Xxxxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
If to Landsbref, Inc. c/o: Binni Baldursson, Manager of
Intern. Investments
at: Landsbref, Ltd.
Xxxxxxxxxxxxxxx 00
000 Xxxxxxxxx
Xxxxxxx
Facsimile: (000) 000-0000
or such other address as either party may from time to time designate
to the other by notice duly given.
(d) Survival. All covenants, representations, warranties and indemnities
--------
made or given under this Agreement shall survive the termination
hereof.
(e) Entire Agreement; Amendment. This Agreement contains the entire
---------------------------
understanding of the parties, and supersedes any prior agreements or
understandings, with respect to the transactions contemplated by this
Agreement. This Agreement may be amended only with the express written
consent of the parties hereto.
(f) Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of Illinois applicable to
contracts made and to be performed in that state, and the parties
agree that any dispute arising hereunder shall be decided either in
the Northern District of Illinois or the Circuit Court of Xxxx County,
Illinois.
(g) Partial Invalidity. In the event any part or parts of this Agreement
------------------
are found to be invalid, illegal or unenforceable in any respect, it
is the intent of the parties that a court so finding shall revise or
modify the provisions hereof found to be invalid, illegal or
unenforceable, and the remaining provisions hereof shall nevertheless
be valid and binding with the same force and effect as if the invalid,
illegal or unenforceable part or parts were originally deleted.
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(h) Attorneys' Fees and Costs. In the event of a dispute between the
-------------------------
parties to this Agreement regarding the terms hereof, wherein one
party files suit to enforce the terms and conditions of this Agreement
(or if the parties agree to arbitrate such a dispute), the non-
prevailing party (as determined by the court or arbitrator) shall be
responsible for all fees, costs and expenses, including reasonable
attorneys' fees and legal expenses, incurred by the prevailing party
in enforcing the terms and conditions of this Agreement.
(i) Waivers. Any term or provision of this Agreement may be waived, or
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the time for its performance may be extended, by the party or parties
entitled to the benefit thereof. The failure of any party hereto to
enforce at any time any provision of this Agreement shall not be
construed to be a waiver of such provision, nor in any way to affect
the validity of this Agreement or any part hereof or the right of any
party thereafter to enforce each and every such provision. No waiver
of any breach of this Agreement shall be held to constitute a waiver
of any other or subsequent breach.
(j) Expenses. Each party hereto will pay all of its own costs and
--------
expenses incident to its negotiation and preparation of this Agreement
and to its performance and compliance with all agreements and
conditions contained herein on its part to be performed or complied
with, including the fees, expenses and disbursements of its counsel
and accountants.
(k) Multiple Counterparts. This Agreement may be signed in two or more
---------------------
counterparts, each of which shall be deemed an original hereof, and
all of which taken together shall be considered one and the same
instrument.
(l) No Authority to Bind. Neither Web Street nor Landsbref shall have the
--------------------
authority to bind the other, other than as expressly provided for
herein.
10. Term and Termination.
--------------------
This Agreement shall automatically renew on each anniversary of the
Effective Date, provided that this Agreement may be canceled by either party
upon Three Hundred Sixty-Five (365) days written notice, unless otherwise agreed
by the parties, and may be canceled effective immediately upon the giving of
notice thereof in the event of a material breach of any of the terms hereof. In
the event of a cancellation, both parties agree to assist each other and the
Clearing Firm in making an orderly transition. Upon cancellation each party
shall pay all amounts owed by to the other or to the Clearing Firm according to
the terms of this Agreement.
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IN WITNESS WHEREOF, the parties have signed this Agreement as of the
Effective Date hereof.
WEB STREET SECURITIES, INC. LANDSBREF, LTD.
By: /s/ Xxxxxx Xxx By: /s/ SIGNATURE
--------------------------- ---------------------------------
Its: President Its: Managing Director
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EXHIBIT A
Web Street Securities, Inc.
Features
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A real-time trading pit to monitor stocks, options an mutual funds and check
balances and positions;
Instantaneous (6 - 10 seconds) executions on most market orders;
Online "pop-up" and mailed confirmations;
Flat $14.95 per online trade;
Free online trades of 1,000 or more NASDAQ shares of $2 or more per share;
Free monitoring of 10 separate Watchlists of up to 10 positions each;
FREE Baseline company profiles that include company histories, market trends and
individual stock movements;
FREE Real Time balances and positions; and
Optional Live Self Updating Real Time Quotes.
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EXHIBIT B
Web Street Securities, Inc.
Commission Schedule
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Trades Executed via the Internet
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Any listed stock trade, any size $14.95
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NASDAQ Stock Trade under 1,000 shares $14.95
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NASDAQ Stock Trades 1,000 shares or more* FREE
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Equity and Index Options $14.95 plus
$1.75 per contact
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Mutual Funds Transaction $25.00
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*On stocks trading over $2.00 per share. For stocks trading $2.00 and under per share, $14.95.
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Trades Executed via a Live Representative
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Any listed stock trade, any size $24.95
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NASDAQ Stock Trade under 1,000 shares** $24.95
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NASDAQ Stock Trades 1,000 shares** or more $24.95
----------------------------------------------------------------------------------------------------------
Equity and Index Options $24.95 plus
$ 1.75 per contact
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Mutual Funds Transaction $25.00
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Bonds -- government, municipals, corporate Contact a Web Street
Account Executive for
pricing
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**On stocks trading over $2.00 per share. For stocks trading $2.00 and under per share, $24.95 plus one
cent per share.
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Margin Rates
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0 - 4,999 2% above broker call
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5,000 - 9,999 1 3/4% above broker call
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10,000 - 14,999 1 1/2% above broker call
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15,000 - 19,999 1 1/4% above broker call
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20,000 - 24,999 1% above broker call
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25,000 and higher 3/4% above broker call
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Broker call as quoted in Wall Street Journal
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15
EXHIBIT C
Web Street Securities, Inc.
Insurance Coverage
------------------
Web Street is a member of SIPC (Securities Investor's Protection
Corporation). SIPC insures the first $500,000 of each customer account
($100,000 cash; $400,000 securities). Individual accounts are additionally
insured by Web Street Securities, through Aetna Casualty & Life, up to $50
million.
16
EXHIBIT D
Landsbref Pricing Schedule
Full Service Customers - Discretionary management
Level 1 - Regular customers Level 2 - VIP customers
Fees: Fees:
Trades up to $15,000 = $110 Trades up to $15,000 = $55
Trades over $15,000 = 0.75% Trades over $15,000 = 0.375%
Equity and Index Options $110 plus Equity and Index Options $55 plus
$5 per contract $3 per contract
17
