Exhibit 1
UNDERWRITING & SELLING AGREEMENT
In regard to the offerings being made by Nu-Tec, L.T.D. (NT), or
successors, in a stock offering under the Securities Act of 1933 or an
exemption, private placement, merger or acquisition, NT agrees to pay to the
Three Arrows Capital Corp. (TAC):
1. A commission of 8.00% 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 demand registration
right is granted not to exceed five years from the effective date.
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 NT 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 NT 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 NT For TAC
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
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(Signature) (Signature)
Xxxxxxx X. Xxxxxxxxx, NUTEC, L.T.D. President Xxxxxx Xxxxxxxx, President
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(Name & title) (Name & title)
August 4, 1999 August 4, 1999
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(Date) (Date)
Three Arrows Capital Corp.
August 3, 1999
Member NASD SIPC
Xx. Xxxxxxx X. Xxxxxxxx, CEO
Nu-Tec, L.T.D.
0000 Xxxxxxxxxx Xxxxxx, Xxxxx X0
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
This letter is in addition to an Underwriting and Selling Agreement which is
forwarded to you as of this day, and constitutes and agreement for Three Arrows
Capital Corp. to write the registration statements for a filing under the
Securities Act of 1933, as amended, or exemption thereto. Further, this
agreement reflects our responsibility for the communiques that will be made with
the state and federal regulatory agencies (as necessary) to allow Nu-Tec, L.T.D.
(or successor), to file a registration statement or to otherwise solicit and
raise funds in a public offering. In addition to the registration statement, we
will jointly develop and execute a marketing plan.
We will provide complete documentation and a rewritten business plan in a form
generally acceptable to the SEC and state security commissions. The latter will
reflect: "Description of the Business, Means of Production/Stage of Product
Development, Description of the Industry/Competition, Marketing Strategy/Major
Customers, Number and Type of Employees, Description of Properties Owned or to
be Acquired, Dependence on Intellectual Property, Corporate History, Regulation,
Strategy to Achieve Profitability, Impact of Delayed or Failed Milestones, and
Litigation." The entire document will include: "Table of Contents, Offering
Summary, Explanatory Notes, Jurisdictional Notice, Risk Factors, Business and
Properties, Plan of Distribution, Use of Proceeds, Capitalization, Management
and Directors, Compensation of Executive Officers, Principal Shareholders,
Common Stock, Accounting, Financial Statements, Certain Article and Bylaw
Provisions, Plan of Placement of the Common Stock, Subscription Agreement, and
Exhibits." In the event of a merger or acquisition in which the Company is not
the surviving entity, TAC shall be entitled to receive 5% of the gross value
received by the shareholders of the Company, as a group, as a result to such
acquisition.
This registration offering document will commence upon receipt of $5,950 for
completion of the work above, and an executed Underwriting and Selling Agreement
with $4,000 for due diligence. Both checks should be made out to Three Arrows
Capital Corp. The above assumes input form you and your advisors and the
provision of documentation as requested. This agreement as well as the
Underwriting and Selling Agreement both relate to founders and company shares.
Experience with such offerings suggests that especially close cooperation is
required by the CFO or CPA, acting for the firm. The nature of the success of
all securities offerings is now and has always been indeterminate. In the case
of smaller stock offerings such as Regulation S and SB the history of such
offerings suggests that less than half have been successful to even include
breaking escrow. This undertaking assumes that the company knows the difficulty
associated with obtaining any and all types of financing in today's marketplace.
The placement effort by Three Arrows Capital Corp. is always conducted on a
best-efforts basis and no promises or guarantees of such stock being sold are
given or implied.
Very truly yours,
THREE ARROWS CAPITAL CORP.
/s/ RonaldPeterson
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Xxxxxx Xxxxxxxx
President
Agreed: /s/ Xxxxxxx X. Xxxxxxxx
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Dated: 8/6/99 CEO
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xxx.xxxxxxxxxxxxxxxxxx.xxx xxxx@xxxxxxxxxxxxxxxxxx.xxx 000-000-0000
