Exhibit No. 18
XxxxxxXxxxxx.xxx, Inc.
Form 10-KSB/ 2000
File No. 0-26917
FIRST LEVEL CAPITAL, INC.
SELLING AGENT AGREEMENT
September 7, 2000
First Level Capital, Inc.
00 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Gentlemen:
XxxxxxXxxxxx.xxx, Inc. (the "Company"), on the basis of the
representations, warranties, covenants and conditions contained
herein, hereby confirms the agreement made with respect to the
retention of the First Level Capital, Inc. (the "Selling Agent"
or "Sales Agent") as the exclusive agent of the Company to assist
the Company in finding qualified purchasers, pursuant to the
terms of this Selling Agent Agreement (the "Agreement"), for up
to an aggregate of $11,000,000 of the Company's Units ("Units" or
"Securities"), each Unit consisting of one share of Series B
Convertible Preferred Stock (the "Preferred Stock") and five
Common Stock Purchase Warrants (the "Warrant") on a "best
efforts" basis (the "Offering"). The Offering is being conducted
on a "best-efforts all or none" basis with respect to 200,000
Units at a cash purchase price of $2,000,000, and on a "best-
efforts basis" as to 780,000 Units at a cash purchase price of
$7,800,000. The Bridge Financing contemplated by Section 17
shall automatically be exchanged for Units on the sale of not
less than $2,000,000 of Units. The Company may convert other
outstanding debt obligations to Units in excess of the
$11,000,000 of Units offered for cash and conversion of the
Bridge Financing, for which the Sales Agent is not entitled to
any compensation, except for conversion of (a) $325,000 of notes
issued on or before June 8, 2000, held by clients of the Sales
Agent who are not affiliates of the Company and (b) $100,000 of
notes issued to Xxxx Xxxx and $50,000 of notes issued to Xxxxxx
Xxxxxx after June 8, 2000, but prior to the execution hereof
(collectively the "$475,000 Earlier Notes"). The Securities are
described in the Private Placement Memorandum (as defined in
paragraph 1(a) below) and will be sold in reliance on the
exemptions from registration set forth in Section 4(2) of the
Securities Act of 1933, as amended (the "Act"), and Rule 506 of
Regulation D promulgated thereunder.
The Company confirms the agreements made by it with respect
to the sale of the Securities by the Selling Agent, as follows:
1. Representations and Warranties of the Company.
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