AGREEMENT
This Agreement dated May __, 2001 ("Agreement") is by and between,
XXXXXXXXXXX.XXX, INC. ("Company" or "Venturelist") and ViewTrade Securities,
Inc. ("ViewTrade").
W I T N E S S E T H:
WHEREAS, Venturelist provides an Internet portal for start-up businesses
seeking investment capital and accredited investors seeking to invest via the
private equity market;
WHEREAS, ViewTrade is engaged in investment banking services and
broker/dealer services;
WHEREAS, the Company and ViewTrade desire to set forth in writing the terms
and conditions of their agreement and understanding; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, and considerations herein contained, the parties hereto agree as
follows:
1. Services Provided by ViewTrade. Venturelist will outsource its back-end
entrepreneur sign-up and investor sign-up to ViewTrade. ViewTrade will
control who is accepted and who is rejected. ViewTrade representatives will
place calls/emails to all potential investors and to all existing
Venturelist investor members. ViewTrade will contact the investor members
and confirm the information that has been provided. ViewTrade will contact
individuals who meet the accredited investor standards of Regulation D to
register as accredited investors as a means of building a customer database
of accredited investors for ViewTrade Securities. In order to register,
investors must complete an on-line questionnaire which is designed to allow
ViewTrade Securities to determine, or to have a reasonable basis for
determining that an investor is an accredited investor within the meaning
of Regulation D, Rule 501(a). ViewTrade Securities will verify the
information in the questionnaire to determine that an investor is an
accredited investor. ViewTrade will contact investors via email and phone
calls to enable it to form a reasonable basis that the investor is
accredited. Once ViewTrade Securities qualifies the investor as an
accredited investor, the investor is given a password which will allow the
investor to access a password-protected page where private offerings will
be posted. Our site will only allow investors access to those private
offerings which are posted subsequent in time to their qualification as an
accredited investor by ViewTrade Securities. We will not receive any fees
aside from our subscription fees when, and if, ViewTrade Securities serves
as a broker/dealer.
2. Consideration to ViewTrade. In consideration for ViewTrade partnering with
Venturelist, ViewTrade will establish relationships with the accredited
investors introduced from the web site found at xxx.xxxxxxxxxxx.xxx.
ViewTrade will also receive 25% of the revenues generated at the
xxx.xxxxxxxxxxx.xxx web site from subscription revenues.
3. Consideration to Venturelist. In consideration for the information of
accredited investors sent to ViewTrade and the revenues shared with
ViewTrade from subscription. Venturelist will have ViewTrade overseeing the
accreditation process and ViewTrade will be responsible for the programming
work and any changes to the Venturelist web site that it deems appropriate
for gathering information from investors.
4. ViewTrade's Approval. All transactions requiring the use of ViewTrade's
broker/dealer license will require ViewTrade's prior approval.
5. Broker/Dealer Licensure by Xxxxx Xxxxxx or Venturelist. In the event Xxxxx
Xxxxxx, Venturelist or a designee of Venturelist receive a Series 7 or
Series 62 license, then Venturelist and/or Xxxxx Xxxxxx will share in fees
derived from investors or entrepreneurs originating from
xxx.xxxxxxxxxxx.xxx.
6. Term. The term of this agreement shall be for a period of one year. This
agreement may be terminated upon thirty days written notice by either
party. This agreement may be extended upon written approval of both
parties.
7. Miscellaneous.
(a) Assignment. All of the terms, provisions and conditions of this
Agreement shall be binding upon and shall inure to the benefit of and
be enforceable by the parties hereto and their respective successors
and permitted assigns. This Agreement shall not be assigned or
transferred by ViewTrade, nor shall any interest herein be assigned,
transferred, pledged or hypothecated by ViewTrade without the prior
written consent of Venturelist.
(b) Applicable Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas, excluding any
provision which would require the use of the laws of any other
jurisdiction.
(c) Entire Agreement, Amendments and Waivers. This Agreement constitutes
the entire agreement of the parties hereto and expressly supersedes
all prior and contemporaneous understandings and commitments, whether
written or oral, with respect to the subject matter hereof. No
variations, modifications, changes or extensions of this Agreement or
any other terms hereof shall be binding upon any party hereto unless
set forth in a document duly executed by such party or an authorized
agent or such party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
XXXXXXXXXXX.XXX, INC.
By /s/ Xxxxx Xxxxxx
_____________________
Xxxxx Xxxxxx, President
VIEWTRADE SECURITIES, INC.
By /s/ Xxxxxx Xxxxxxxxxx
____________________________
Xxxxxx Xxxxxxxxxx, President
