SELECTED DEALERS AGREEMENT
Dear Sirs: ____________ , 1999
We, the Underwriter named in the enclosed Prospectus (the
"Underwriter"), have agreed to offer and sell on behalf of Xxxxxxxxxxx.xxx
Inc. a Delaware corporation (the "Company"), up to 1,200,000 of the Company's
Common Stock (the "Shares") at a price of $8-$12.00 per Share.
The Public Offering. The Shares are to be offered to the public by the
Underwriter at $8-$12.00 per Share (the "Public Offering Price"), in
accordance with the terms of the offering set forth in the Prospectus. The
Underwriter has full authority to take such action, as we 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 Shares for sale through certain dealers who are
members of the National Association of Securities Dealers, Inc.
("Selected Dealers"), at the Public Offering Price, less a
concession of $ or 7% per Share ("Selected Dealers
Concession"). Each Selected Dealer who sells $500,000. or
more of this offering will receive 85% of the Underwriter's
Warrants available on the Shares that dealers sold. The
Selected Dealers Concession is subject to the terms and
conditions herein and in the Prospectus and to modification and
cancellation of the offering without notice. Sales of Shares
by you pursuant to such offering will be evidenced by our
written confirmation and will be evidenced by our written
confirmation and will be rely upon no statement whatsoever,
written or oral, other that statements contained herein and in
the Registration Statement of which the Prospectus is a part.
If you desire to apply to act as a Selected Dealer and sell any
of the Shares please confirm your application by signing and
returning to us the duplicate copy of this letter enclosed
herewith, even though you may have previously advised us
thereof by telephone or telegraph. Your application should be
sent to our offices at: 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, XX 00000 and or by Facsimile (000) 000-0000 and we will
use our best efforts to any subscriptions you may submit. We
reserve the right to reject all subscriptions in whole or in
part, to make allotment and close the subscription books at any
time and without notice.
Conduct of Offering. On becoming a Selected Dealer and in
offering and selling the Shares, you agree to comply with all
the applicable requirements of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended,
including the delivery of the Prospectus in connection with
sales of the Units, and Sections 2, 8, 24, 25, 35 and 36 of
Article III of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. As a Selected Dealer
you will be supplied with such quantities of the Prospectus as
you may from time to time reasonable request.
Upon acceptance of your application, you will be informed as to
the stated in which we have advised that the Units have be
qualified for sale under the respective securities or Blue Sky
laws of such states, but we assume no obligation or
responsibility as to the right of any Selected Dealer to sell the
Shares in any state or as to any sale therein.
Offering by Selected Dealers. Shares sold by you must be offered
in conformity with the terms of the offering set forth in
Prospectus.
4. Payment and Delivery. Payment for Shares purchased
through you shall be made by the subscriber of the Shares at the
Public Offering Price on such date and to such place as we
advise you upon one day's notice, by check payable to the order
of
Of New York, and shall be transmitted directly to:
Attn. Stock Transfer Department, by noon of the
next business day after receipt by you. Delivery instructions
must be in our hands at our offices, at such time as we request.
The Selected Dealers Concession payable to you here under shall
be paid promptly after the termination of the Agreement (or such
earlier date as we may date as we may determine).
5. Relationship of Selected Dealers and Underwriter. You
represented that you area member in good standing of the
National Association of Securities Dealers, Inc. You are not
authorized to, and you agree not to give any information or to
make any representation other than as contained in the
Prospectus, or to act an agent or sub-agent for us. Nothing
shall constitute the Selected Dealers an association,
unincorporated business or other separate entity or partners
with us, or with each other, but you shall be liable for our
proportionate share of any tax, liability or expense based on
any claim to the contrary.
We shall not be under any liability to you, expect for
obligations expressly assumed by us in this Agreement, but no
obligations on our part shall implied or inferred therefrom.
Notices. All communications from you shall be addressed to:
First Madison Securities, Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx,
Xxx Xxxx, XX 00000. Any notice from us to you shall be
delivered, mailed or telegraphed to you at the address to which
this Agreement is mailed.
Termination. This agreement shall terminate ninety (90) days after
the date hereof, unless extended by us for a period or periods
not exceeding an additional sixty (60) days in the aggregate,
and whether extended or not, may be terminated by us at any
time. Such shall not affect any of the provisions of Section 3
hereof.
Very truly yours,
First Madison Securities, Inc.
Confirmed and Accepted:
As of the date first above written
___________________________
Name of Dealer
By: ___________________________
Authorized Signature
