BERLINER EFFEKTENBANK AG Xxxxxxxxxxxxxx 000 00000 Xxxxxx
Exhibit 99.1
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Christiana Markets
Christiana Bank og Kreditkasse ASA
Xx. Xxxxxxxxx X. Xxxxx
P.O. Box 1166 Sentrum
0107 Oslo
NORWAY
FAX: 0000-00 00 00 00
_______________, 1998
RE: MARINE SHUTTLE OPERATIONS INC.
SELECTED DEALERS AGREEMENT BETWEEN BERLINER EFFEKTENBANK AG (THE
"UNDERWRITER") AND CHRISTIANA MARKETS ("YOU")
Dear Xx. Xxxxx,
The Underwriter has agreed to offer and sell on behalf of Marine Shuttle
Operations Inc., a Nevada Corporation (the "Company"), 20,000,000 shares of
common stock (the "Shares"), all as set forth in the prospectus (the
"Prospectus") which is part of the Company's registration statement (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), and subject to the
terms of the Underwriting Agreement referred to therein.
THE PUBLIC OFFERING
The Company proposes to issue and sell the Shares to the public through the
Underwriter in accordance with the terms of the offering set forth in the
Prospectus. The Underwriter has full authority to take such action as it may
deem advisable in respect of all matters pertaining to the public offering of
the Shares.
OFFERING BY SELECTED DEALERS
The Underwriter is offering part of the Securities for sale through certain
dealers (the "Selected Dealers") at the public offering price less a
concession (the "Selected Dealers Concession") not in excess of 5 per cent
for each Share, subject to the terms and conditions herein and in the
Prospectus and subject to modification and cancellation of the offering
without notice. Sales of Shares by You pursuant to such offering shall be
evidenced by the Underwriter's written confirmation and shall be on the terms
and
conditions set forth herein. In selling Shares, you shall not rely upon any
statement whatsoever, written or oral, other than statements contained herein
and in the Registration Statement.
If you desire to apply act as a Selected Dealer primarily in the Norwegian
market and sell any of the Shares, please sign and return to the Underwriter
the enclosed copy of this letter, even though You may have advised the
Underwriter thereof previously by telephone or telegraph. Your application
should be sent to our above address. The Underwriter shall use its best
efforts to fill any subscriptions You may submit. The Underwriter reserves
the right to reject all subscriptions in whole or in part, to make
allotments, and to close the subscription book at any time and without
notice.
CONDUCT OF OFFERING
On becoming Selected Dealer and in offering and selling the Shares, You agree
to comply with the applicable requirements of the Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). As a Selected Dealer
You shall be supplied with such quantities of the Prospectus as, from time to
time, You may reasonably request.
OFFERING BY SELECTED DEALERS
Shares sold by You must be offered in conformity with the terms of the
offering set forth in the Prospectus.
PAYMENT AND DELIVERY
All subscription amounts for Shares purchased through You shall be deposited
with the Underwriter no later than noon on the business day next following
their receipt to be held in escrow by the Underwriter as Agent for the
subscribers of the Shares. If no closing takes place during the offering
period (or any extension thereof) then all funds promptly will be returned to
the subscribers thereof without any deduction therefrom or interests therein.
The Selected Dealers Concession payable to You hereunder shall be paid
promptly after closing of the offering (or on such earlier date as the
Underwriter may determine).
RELATIONSHIP OF SELECTED DEALERS AND THE UNDERWRITER
You are not authorized to, and you agree not to give any information or to
make any representations other than as contained in the Prospectus or to act
as as agent or sub-agent for the Underwriter. Nothing herein shall constitute
the Selected Dealers as an association, unincorporated business or other
separate entity or partners with the Underwriter, or with each other, but You
shall be liable for the Underwriter's proportionate share of any tax,
liability, or expense based on any claim to the contrary. The Underwriter
shall not be under any liability to You, except for obligations expressly
assumed by the Underwriter in this Agreement; however, no obligations on the
Underwriter's part shall be implied or inferred herefrom.
NOTICES
All communications from You to the Underwriter shall be addressed to the
above address. Any notice from the Underwriter to You shall be delivered,
mailed, or telegraphed to you at the address to which this Agreement is
mailed.
TERMINATION
This Agreement shall terminate on the last day of the offering period, and
may be terminated by the Underwriter prior thereto at any time. Such
termination shall not affect any of the provisions of Section "Conduct of
Offering" hereof.
This Agreement contains the entire agreement between the parties with respect
to the subject matter hereof, and supersedes all prior arrangements and
understandings, both written and oral, expressed or implied, with respect
thereto.
Very truly yours,
B E R L I N E R E F F E K T E N B A N K A G
Xx. Xxxxx Xxxxxxx Xx. Xxxxxxxx Xxxxx
Confirmed and accepted as of
the date first above written.
Christiana Markets
Christiana Bank og Kreditkasse ASA
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