Exhibit 1.2
[SELECTED DEALER]
____________________
_______________, 1998
RE: MARINE SHUTTLE OPERATIONS INC.
SELECTED DEALERS AGREEMENT BETWEEN BERLINER EFFEKTENBANK AG (THE "UNDERWRITER")
AND ________________ ("YOU")
Dear Mr. ______,
The Underwriter has agreed to offer and sell on behalf of Marine Shuttle
Operations Inc., a Nevada Corporation (the "Company"), 20,000,000 shares of
common stock (the "Shares"), all as set forth in the prospectus (the
"Prospectus") which is part of the Company's registration statement (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), and subject to the
terms of the Underwriting Agreement referred to therein.
THE PUBLIC OFFERING
The Company proposes to issue and sell the Shares to the public through the
Underwriter in accordance with the terms of the offering set forth in the
Prospectus. The Underwriter has full authority to take such action as it 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 Securities for sale through certain
dealers (the "Selected Dealers") at the public offering price less a concession
(the "Selected Dealers Concession") not in excess of 5 per cent for each Share,
subject to the terms and conditions herein and in the Prospectus and subject to
modification and cancellation of the offering without notice. Sales of Shares by
You pursuant to such offering shall be evidenced by the Underwriter's written
confirmation and shall be on the terms and conditions set forth herein. In
selling Shares, you shall not rely upon any statement whatsoever, written or
oral, other than statements contained herein and in the Registration Statement.
If you desire to apply act as a Selected Dealer primarily in the Norwegian
market and sell any of the Shares, please sign and return to the Underwriter
the enclosed copy of this letter, even though You may have advised the
Underwriter thereof previously by telephone of telegraph. Your application
should be sent to our above address. The Underwriter shall use its best efforts
to fill any subscriptions You may submit. The Underwriter reserves the right to
reject all subscriptions in whole or in part, to make allotments, and to close
the the subscription book at any time and without notice.
CONDUCT OF OFFERING
On becoming Selected Dealer and in offering and selling the Shares, You agree to
comply with the applicable requirements of the Act and the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). As a Selected Dealer You shall be
supplied with such quantities of the Prospectus as, from time to time, You may
reasonably request.
OFFERING BY SELECTED DEALERS
Shares sold by You must be offered in conformity with the terms of the offering
set forth in the Prospectus.
PAYMENT AND DELIVERY
All subscription amounts for Shares purchased through You shall be deposited
with the Underwriter no later than noon on the business day next following their
receipt to be held in escrow by the Underwriter as Agent for the subscribers of
the Shares. If no closing takes place during the offering period (or any
extension thereof) then all funds promptly will be returned to the subscribers
thereof without any deduction therefrom or interests therein. The Selected
Dealers Concession payable to You hereunder shall be paid promptly after closing
of the offering (or on such earlier date as the Underwriter may determine).
RELATIONSHIP OF SELECTED DEALERS AND THE UNDERWRITER
You are not authorized to, and you agree not to give any information or to make
any representations other than as contained in the Prospectus or to act as as
agent or sub-agent for the Underwriter. Nothing herein shall constitute the
Selected Dealers as an association, unincorporated business or other separate
entity or partners with the Underwriter, or with each other, but You shall be
liable for the Underwriter's proportionate share of any tax, liability, or
expense based on any claim to the contrary. The Underwriter shall not be under
any liability to You, except for obligations expressly assumed by the
Underwriter in this Agreement; however, no obligations on the Underwriter's part
shall be implied or inferred herefrom.
NOTICES
All communications from You to the Underwriter shall be addressed to the above
address. Any notice from the Underwriter to You shall be delivered, mailed, or
telegraphed to you at the address to which this Agreement is mailed.
TERMINATION
This Agreement shall terminate on the last day of the offering period, and may
be terminated by the Underwriter prior thereto at any time. Such termination
shall not affect any of the provisions of Section "Conduct of Offering" hereof.
This Agreement contains the entire agreement between the parties with respect to
the subject matter hereof, and supersedes all prior arrangements and
understandings, both written and oral, expressed or implied, with respect
thereto.
Very truly yours,
B E R L I N E R E F F E K T E N B A N K A G
Xx. Xxxxx Xxxxxxx Xx. Xxxxxxxx Xxxxx
Confirmed and accepted as of
the date first above written.
_________________________
