Exhibit 1
UNDERWRITING & SELLING AGREEMENT
In regard to the offerings being made by Virginia Accelerators Corporation
(VAC), or successors, in a stock offering under the Securities Act of 1933 or an
exemption, private placement, merger or acquisition, VAC agrees to pay to the
Three Arrows Capital Corp. (TAC):
1. A commission of 5.00% of the gross proceeds of the offering, contingent
upon achieving the minimum specified in the offering. Warrants on shares at
the offering price at the rate of one warrant per fifteen shares sold,
effective at the minimum, are also granted. The term of the warrants to run
from the date of this Agreement and for four years from the end of the
offering period, not to exceed five years from the initial offering date,
and cannot be sold, transferred, assigned or hypothecated for at least one
year from the effective date of the offering. One registration right is
granted.
2. A due diligence fee of $4,000 and consulting fee of $5,950 plus mutually
agreed expenses including fees of any state where Three Arrows Capital
Corp. must register for the VAC offering. If the offering is terminated,
TAC will be reimbursed only for the actual, accountable, out-of-pocket
expenses.
3. Hold Three Arrows Capital Corp. and its agents harmless from, and indemnify
their agents for, any and all costs of investigation of claims, costs,
expenses, attorney fees or other liabilities or disbursements arising out
of any administrative investigation or proceeding or any litigation,
commenced or threatened, relating to this underwriting which stem from any
misstatements or incorrect information from VAC principals, employees,
directors or agents, including without limitation, the implementation of
this Agreement, the distribution of stock or funds, the investment of
funds, the interpretation of this Agreement or similar matters. The
Underwriter will not be indemnified for any claims, costs, expenses or
other liability arising from its bad faith or negligence or that of its
employees, officers, directors or agents.
4. All subscription checks will be mailed to TAC for prompt deposit to the
Escrow Account, at the escrow agent, no later than noon of the next
business day. Such funds will be handled in accordance with the Escrow
Agreement filed as an exhibit to the offering document. TAC will fully
comply with the provisions of Rules 2730, 2740, 2750 and 2420 of the NASD
Conduct Rules.
For VAC For TAC
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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(Signature) (Signature)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, CEO ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, PRESIDENT
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(Name & title) (Name & title)
MARCH 1, 1999 FEBRUARY 23, 1999
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(Date) (Date)
