EXHIBIT 10(1)
MARKETING AGREEMENT
THIS AGREEMENT IS MADE as of the 1st day of October, 1997, between
INVESTORS REAL ESTATE TRUST, a North Dakota Real Estate Investment Trust, 12
South Main, Minot, ND, (hereinafter "IRET"), and XXXXX XXXXXX d/b/a ND
INVESTMENT BANKERS, 000 Xxxxx Xxxxxxxx, X.X. Xxx 000, Xxxxx, XX 00000,
(hereinafter "XXXXXX").
The purpose of this agreement is to provide for XXXXXX to promote and
develop the primary market for shares of Beneficial Interest of IRET by
finding, training and further developing new brokerage firms to sell said
IRET shares pursuant to registered primary offerings of said shares with the
Securities and Exchange Commission and various states.
NASD COMPLIANCE. XXXXXX shall be responsible for ensuring that this
agreement is in compliance with all rules and regulations of the National
Association of Securities Dealers and shall make all necessary filings and
reports with NASD.
TERM OF AGREEMENT. This agreement shall become effective on October 1,
1997, and shall continue for a term of two years and shall continue
thereafter until terminated by either party with 60 days' advance written
notice, provided that the agreement shall terminate immediately if not in
compliance with any applicable NASD or securities rules or regulations.
Further, if IRET is unable to continue its listing on the NASDAQ Small-Cap
Market because of a lack of Market Makers, it shall have the option to
terminate this agreement upon 30 days' written notice.
SERVICES PROVIDED. XXXXXX agrees to use his best efforts to recruit,
train and encourage individual brokers and brokerage firms not now marketing
IRET shares on the primary market to offer and sell said IRET shares.
EXISTING IRET BROKERS. The following brokerage firms are presently a
party to a marketing agreement with IRET and any IRET shares sold by said
firms are not a part of this marketing agreement:
American Investment Services, Inc. Inland National Securities, Inc.
Xxxx Xxxxx, President Xxxxx Xxxxxxx, President
000 Xxxx Xxxxx Xxxx 00 Xxxxx Xxxx
X. Xxxxxx, XX 00000-0000 Xxxxx, XX 00000
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Xxxxx Xxxxxx Financial Services, LLP ND Capital Inc.
0000 X. Xxxxxxxx Xxx., Xxxxx 00 Xxx Xxxxxxx, President
Xxxxxxxx, XX 00000 0 Xxxxx Xxxx Xx.
Xxxxx, XX 00000
In addition, IRET reserves the right to locate and enter into Securities
Sales Agreements with other brokerage firms who, independent of the efforts
of XXXXXX, agree to market IRET primary shares. Any disagreement between
IRET and XXXXXX as to whether a new brokerage firm who agrees to market IRET
shares has been produced by the efforts of XXXXXX and is therefore subject to
the compensation provisions of this agreement shall be settled by arbitration
pursuant to the provisions of Chapter 32-29.2 of the North Dakota Century
Code with each party appointing one arbitrator and the two selecting a third,
and the arbitration procedure conducted as provided in said Chapter 32-29.2.
COMPENSATION. For his services in promoting the sale of IRET securities
on the primary market, XXXXXX shall receive 2% of the market price for all
IRET shares sold on the primary market by brokers and brokerage firms
procured by the efforts of XXXXXX and subject to this agreement. At the
inception of this agreement, all sales by brokers affiliated with Huntingdon
Securities Corporation, 000 Xxxxx Xxxxxxxx, Xxxxx, XX 00000, Xxxxxxx Xxxxxx
Financial Services, Inc., 000 0xx Xxxxxx XX, Xxxxx Xxxxxx, XX 00000, and
Primevest Financial Services, Inc., 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xx.
Xxxxx, XX 00000, shall be regarded as sales to be compensated under this
agreement. When XXXXXX procures other brokerage firms, he shall submit the
name and address of said brokerage firm, together with an executed securities
marketing agreement between said brokerage firm and IRET and an addendum to
this agreement shall be prepared and signed by the parties indicating that
future sales by said brokerage firm shall entitle XXXXXX to the compensation
herein provided. Any dispute between the parties concerning the appropriate
compensation payable under this agreement shall be submitted to arbitration
as hereinabove provided.
PAYMENT OF COMPENSATION. All compensation earned by XXXXXX under this
agreement shall be paid on a monthly basis for all sales that have occurred
in such month and shall be paid by IRET by the 10th day of the following
month.
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AGREEMENT BINDING. This agreement shall be binding on and shall inure to
the benefit of the parties hereto, their heirs, successors and assigns.
INVESTORS REAL ESTATE TRUST, ND INVESTMENT BANKERS
a North Dakota Real Estate
Investment Trust
BY /s/ BY /s/
--------------------------------- -------------------------------
Xxxxxx X. Xxxxx, Vice-President XXXXX XXXXXX
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