Exhibit 1.1
SALES AGENT AGREEMENT
Agreement made this 18th day of September, 2000 by and between XXXXX
XXXX, INC., a Utah corporation (hereinafter referred to as the "Company"), and
Xxxxxxx X. Xxxxxxx (hereinafter referred to as the "Agent").
WHEREAS, the Company desires to offer for sale Seventy-five Thousand
(75,000) common shares of its par value $0.001 common stock at One Dollar
($1.00) per share (the "Shares") for maximum gross proceeds of $75,000 in
connection with a proposed public offering
WHEREAS, Agent is willing to act as the Company's sales agent to sell
the Shares on a best efforts basis; and
WHEREAS, Agent has agreed to sell said Shares without a commission or
other expenses in connection with the sale of said Shares.
NOW THEREFORE in consideration of the mutual covenants hereinafter set
forth it is hereby agreed as follows:
1. Prospectus. The company is preparing a Prospectus for sale of the
Shares on Form SB-2. Said Shares will be registered with the United States
Securities and Exchange Commission, and by coordination with Utah's Securities
Division. The Company will offer and sell the Shares only in such
jurisdictions where registered or allowed by law.
2. Employment of Agent. Upon the basis of the representations,
warrants, and agreements herein contained and subject to the terms and
conditions herein set forth the Company hereby appoints the Agent as its sales
agent to sell for the Company's account and risk the Shares offered by the
Prospectus at the public offering price of $1.00 per Share, and upon the terms
and conditions set forth in this Sales Agent Agreement including the
following:
a. The Sales Agent shall sell up to 75,000 Shares only in
Utah or those states where an exemption from registration is available, and no
advertisements or solicitations shall occur in any jurisdiction where such
advertisement or solicitation would be unlawful.
b. The Sales Agent agrees to use his best efforts as Agent to
sell the Shares promptly upon being advised in writing that such Shares can be
lawfully offered for sale in compliance with applicable federal and state laws
during the period commencing with the date on which use of the Company's
Prospectus
is authorized for use by the Company's Board of Directors. The Sales Agent
makes no commitment to purchase any of the Shares offered hereunder.
c. The Company will not pay any commission for the sale of
said Shares and the Sales Agent is responsible for his day to day costs or
other expenses incurred with the sale of said securities.
d. The agency created hereby shall continue for six (6) months
from the effective date of the Company's Prospectus and not more than nine (9)
months unless terminated prior to that date. It is also understood that the
agency created hereby is irrevocable.
e. The Sales Agent will make offers only to those persons he
reasonably believes to be qualified as an investor; in connection therewith,
he will have each potential purchaser execute a Subscription Agreement for a
final determination by the Company as to the suitability of the investment.
3. Agreements of the Company. The Company agrees with the Sales
Agent that it will use its best efforts to comply with all requirements of the
Securities Acts as adopted by the United States Securities and Exchange
Commission and prior to the commencement of the offering of the Shares as
contemplated by the Prospectus and this Agreement, and will not file any
amendment or supplement thereto of which the Sales Agent shall not previously
have been advised and furnished a copy of at least 24 hours to such filing.
The Company further agrees that it will utilize its best efforts in
scrutinizing the Application for Subscription to make a reasonable
determination as to the suitability of the investment for each investor.
4. Agent Representations. The Agent represents and warrants that he
will utilize his best efforts to sell the Shares and that he will receive no
commission or other expense in connection with the sale of said Shares and
that upon receipt of all funds in connection with the sale of the Shares, the
same will be forwarded immediately to the Company for deposit as soon as
practicable within two (2) business days on behalf of Xxxxx Xxxx, Inc.. The
Agent understands and acknowledges that his agency will be terminated at the
end of the Offering which will be not more than nine (9) months after the date
on the Offering Memorandum or earlier if maximum proceeds are received prior
to said nine (9) month period.
5. Further Agent Representations: Agent further represents the
following in connection with his participation the offer and sale of the
Company's securities:
a. That Agent is not subject to any statutory
disqualifications as set forth under Section 3(a)(39) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
b. That Agent is an associated person of the issuer as that
term is defined under the Exchange Act Rule 3a4-1;
c. That Agent is not an associated person (partner, officer,
director, or employee) of a broker/dealer, nor has Agent been any of the
foregoing in the preceding 12 months;
d. That Agent will not be compensated in connection in
connection with the sale of the Shares and his participation therein, by
payment of commissions or other remunerations based on transactions in
securities;
e. That Agent intends to perform other work for the Company
after the Offering is closed;
f. Agent has not participated in the sale of securities on
behalf of any issuer in the past 12 months.
IN WITNESS THEREOF the parties have executed this Agreement in duplicate
as of the day and year first written above.
Sales Agent:
/s/ Xxxxxxx X. Xxxxxxx
_________________________
Xxxxxxx X. Xxxxxxx
Xxxxx Xxxx, Inc.
/s/ Xxxxxxxx X. Xxxxxx
By: ________________________
Xxxxxxxx X. Xxxxxx
Secretary/Treasurer
and Director
