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EXHIBIT 1.2
SELECTED DEALER AGREEMENT
THIS SELECTED DEALER AGREEMENT (the "Agreement") made and entered into
this ____ day of ______, 1997, by and between Southern Capital Securities,
Inc., a Florida corporation ("Managing Dealer"), and _______________________,
a ____________________________ (the "Selected Dealer").
R E C I T A L S:
A. Sterling Financial Services of Florida - I, Inc., a Florida corporation
(the "Corporation") is offering a maximum of 9,900 Secured Notes (the "Notes")
in the amount of $1,000 each, payable in cash upon subscription.
B. The Corporation has engaged the Managing Dealer on a non-exclusive
basis to sell the Notes of the Corporation on a best-efforts basis, and the
Managing Dealer has engaged the Selected Dealer to sell such Notes on behalf of
the Corporation on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of mutual covenants contained herein and
other good and valuable consideration, the parties hereto agree as follows:
1. The Managing Dealer shall have the full authority to take such actions
as it deems advisable concerning all matters with respect to the offering.
2. The Selected Dealer represents and warrants to the Managing Dealer
that:
a. The Selected Dealer is duly organized and validly existing as a
corporation in good standing under the laws of the State of .
b. This Agreement has been duly authorized, executed and delivered by
the Selected Dealer and is a valid and binding Agreement on its part.
c. The Selected Dealer's performance under this Agreement and
consummation of the transactions herein contemplated will not result in a breach
or violation of any of the terms or provisions of, or constitute a default
under, any statute, indenture, mortgage, deed of trust, or other Agreement or
instrument to which the Selected Dealer is a party or by which it is bound, or
any order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Selected Dealer or any of its properties; and no other
consent, approval, authorization or action is required for consummation of the
transactions herein contemplated.
d. The Selected Dealer is duly registered pursuant to the provisions of
the Securities Exchange Act of 1933 as a broker/dealer, is a member in good
standing of the National Association of Securities Dealers, Inc. ("NASD"), and
is duly registered as a broker/dealer in such states as it is required in order
to carry out its obligations as contemplated by this Agreement.
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e. The Selected Dealer is familiar with the requirements under the Act
and confirms that it will comply therewith.
f. The Selected Dealer shall maintain in its files such documents as
are necessary to demonstrate the suitability of each investor to whom the
Selected Dealer sells a Note or Notes hereunder.
g. The Selected Dealer acknowledges that the Notes will be offered and
sold pursuant to the Registration Statement.
3. On becoming a Selected Dealer and in offering and selling the Notes,
you agree to comply with all applicable requirements of the Securities Act of
1933 and the Securities Exchange Act of 1934.
4. Subject to the terms and conditions herein set forth, the Selected
Dealer agrees to use its best efforts during the subscription period, as stated
in the Registration Statement, to sell as Selected Dealer, such number of Notes
as permitted by the Managing Dealer at the stated offering price, and in
accordance with the provisions of SEC Rule 15c2-4 to cause all funds received
for the sale of a Note to be promptly deposited with the Corporation upon the
receipt of the executed Subscription Agreement and related funds by the Selected
Dealer by or before noon of the next business day following the sale of said
Notes. Of the amounts paid to the Managing Dealer, the Managing Dealer shall
reallow the following to the Selected Dealer: _______________ percent (___%) of
the sales price of the Notes sold by the Selected Dealer; ____ percent (___%) of
the sales price of each Note sold by the Selected Dealer for actual due
diligence expenses; and ___% of the sales price of each Note sold by the
Selected Dealer as a Non-Accountable Expense Allowance. The compensation shall
be payable within five (5) business days of the receipt of payments of amounts
due it from the Corporation by the Managing Dealer. During the subscription
period, the Selected Dealer shall obtain from each subscriber for Notes an
executed Subscription Agreement in the form set forth in the Registration
Statement, and shall deliver the Subscription Agreement to the Corporation. The
Selected Dealer shall retain on behalf of the Managing Dealer, a copy of the
Subscription Agreement, submitted by each subscriber, and shall maintain an
accurate record of the name and address of each subscriber, the number of Notes
subscribed for, and the date and amount of each subscription within five (5)
business days after receipt, subject to the maximum limits on the number of
Notes being sold. If a subscription is not expressly rejected by written notice
to the subscriber with five (5) business days, the subscription shall be deemed
accepted.
5. The Selected Dealer agrees that the Notes are available for offer and
sale only to bona fide residents of such states as are authorized by the
Managing Dealer, and further agrees that no offer or sale of Notes will be made
to any persons other than residents of those states.
6. The Managing Dealer agrees to furnish the Selected Dealer with the
Registration Statement and any other information or documentation required by
the Selected Dealer to determine the adequacy and the accuracy of the
disclosures made in the Registration Statement.
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7. The Selected Dealer shall offer the Notes for sale upon the terms and
conditions set forth in the Registration Statement, including, without
limitation, that it will limit the offering of the Notes to persons who it has
reasonable grounds to believe meet the suitability requirements set forth in the
Registration Statement. The Selected Dealer shall offer and sell the Notes
directly to retail purchasers. The Selected Dealer agrees to comply with
Sections 8, 24, 25 and 36 of Article III of the NASD Rules of Fair Practice.
8. No selected Dealer is authorized to act as agent for the Managing
Dealer, or otherwise to act on behalf of the Managing Dealer, in offering or
selling the Notes to the public or otherwise.
9. The Managing Dealer shall not be under any liability for or in respect
of the value, validity or form of the Notes, or delivery of the certificates for
the Notes, or the performance by anyone of any agreement on his part, or the
qualification of the Notes for sale under the laws of any jurisdiction, or for
or in respect of any matter connected with this Agreement, except for lack of
good faith and for obligations expressly assumed by the Managing Dealer in this
Agreement. The foregoing provision shall not be deemed a waiver of any liability
imposed under the Securities Act of 1933.
10. This Agreement shall become effective upon the execution thereof by
the parties hereto. Either party may terminate this Agreement for a willful
violation by the other party of any securities or other law, upon ten (10) days
written notice being given to the other party. This Agreement may also be
terminated by a written instrument signed by the parties thereto.
11. All notices, requests and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed,
certified mail, return receipt requested, as follows:
a. As to the Managing Dealer:
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b. As to the Selected Dealer:
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12. This Agreement shall be binding upon and inure solely to the benefit
of the Selected Dealer and the Managing Dealer and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this
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Agreement. No purchaser of any of the Notes from the Selected Dealer shall be
deemed a successor or assign by reason merely of such purchase.
13. The respective representations, warranties and covenants of the
Managing Dealer and the Selected Dealer herein and the indemnities contained
herein shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Managing Dealer or the Selected Dealer
within the meaning of the Act and shall survive delivery of the Notes.
14. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.
15. This Agreement may be amended, modified or supplemented only by a
written instrument signed by the parties hereto. Any purported oral amendment,
modification or supplement shall be void.
16. This Agreement constitutes the entire Agreement between the parties
hereto and the parties shall not be bound by any promises, representations or
agreements except as are herein expressly set forth.
WITNESSES: Southern Capital Securities, Inc.,
a Florida corporation
By:
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--------------------------- "Managing Dealer"
Sterling Financial Services of Florida - I,
--------------------------- Inc., a Florida corporation
By:
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Its:
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"Selected Dealer"
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