Exhibit 10.2
AGREEMENT
AGREEMENT made this 26th day of April, 1999 by and between
XXXX & COMPANY, INC. ("Xxxx"), a broker-dealer registered with the Securities
and Exchange Commission (SEC) and a member of the NASD, with its principal
offices at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxx Xxxxxx 00000,
MAINSTREETIPO, LLC, a Delaware limited liability company ("LLC") to be
incorporated as XXXXXXXXXXXXX.XXX, INC., and to be referred to herein as "MSI",
with offices at Commerce Center, U.S. Highway 1, Suite 251, North Brunswick, New
Jersey 08902, XXXXXX X. XXXXXXXX ("Xxxxxxxx"), principal and sole owner of Xxxx
and shareholder of MSI, XXXXXX XXXXXXX ("Xxxxxxx"), Chairman, CEO and President
of MSI, and XXXXX XXXXXX ("XxXxxx"), Vice President of MSI.
WHEREAS, MSI is about to engage in the business of providing
posting space on its proprietary IP address (XxxxXxxxxxXXX.xxx) to corporations
to enable such corporations to post prospectuses related to self-underwritten
public offerings or public offerings utilizing the services of a registered
broker-dealer and member of the NASD; and
WHEREAS, Xxxxxxx and XxXxxx are executive officers and
shareholders of MSI and wish to offer Xxxx the opportunity to enable Xxxx to
offer broker-dealer services to clients of MSI in connection with said public
offerings; and
WHEREAS, Xxxx and Xxxxxxxx are desirous of establishing a
relationship with MSI to enable Xxxx to offer broker-dealer services to clients
of MSI.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties agree as follows.
1. Referrals. MSI, Xxxxxxx and XxXxxx agree that for a period
of thirty-six (36) months from the date of execution of this Agreement, Xxxxxxx
and XxXxxx shall recommend to all prospective MSI clients that such clients use
the services of Xxxx in connection with their
proposed public security offerings and in connection with any such referrals
Xxxx shall have the right to accept or reject such business proposed or
introduced to Xxxx by Xxxxxxx and XxXxxx.
2. Selling Group. Xxxxxxx and XxXxxx further agree during the
term of this Agreement to recommend to MSI clients which have already contracted
with another broker-dealer other than Xxxx in connection with their public
security offerings that such client include Xxxx as part of the selling group.
Xxxx xxx accept or reject becoming part of a selling group.
3. No Warranties. Nothing contained herein is intended by MSI,
Xxxxxxx or XxXxxx to warrant or guarantee that Xxxx will receive any referrals
or actual business from MSI clients and nothing contained herein shall bind Xxxx
to accept such business.
4. Compensation. In consideration of the affiliation of MSI,
Xxxxxxx and XxXxxx with Xxxx, as a registered broker-dealer with the SEC and
member of the NASD, MSI shall issue 900,000 of its shares of common stock to
Xxxxxxxx in accordance with Schedule A attached. Further, Xxxx agrees that in
connection with any business introduced by MSI, Xxxxxxx or XxXxxx, Xxxx shall
first be entitled to receive and retain ten percent (10%) of the gross proceeds
from such business and such additional amount as will fully reimburse Xxxx for
its actual costs incurred in connection with such business. Thereafter, Xxxx,
Xxxxxxx and XxXxxx shall each receive a distribution of one-third of the
balance. Nothing contained herein shall entitle Xxxx to retain Xxxxxxx'x or
XxXxxx'x share and Xxxx shall promptly make all such distributions.
Notwithstanding anything herein to the contrary, no compensation as provided in
this Agreement shall be due or payable by Xxxx to either or both of Messrs.
Xxxxxxx or XxXxxx if any such payments are in violation of the Rules and/or
Regulations of the NASD.
5. Arbitration. The parties agree that all disputed
controversies or claims arising out of this Agreement shall be arbitrated before
the American Arbitration Association
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pursuant to the Commercial Arbitration Rules of such Association in New York
City and judgment upon the award rendered by the Arbitration(s) may be entered
in any Court issuing jurisdiction thereof.
The parties waive any and all rights they may have to
arbitrate such disputes or claims before the Arbitration Department of the NASD.
IN WITNESS WHEREOF, the parties have hereunto set their hand
and seal as of the date first above written.
Xxxx & Company, Inc.
By: _______________________________
Xxxxxx Xxxxxxxx, President
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Xxxxxx Xxxxxxxx, Individually
MainStreetIPO, LLC, to be
XxxxXxxxxxXXX.xxx, Inc.
By: _______________________________
Xxxxxx Xxxxxxx, Managing Member
and President
-----------------------------------
Xxxxxx Xxxxxxx, Individually
-----------------------------------
Xxxxx XxXxxx, Individually
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SCHEDULE A
Xxxxxx Xxxxxxxx 660,000
Xxxxxxxx Xxxxxxxx 75,000
Xxxxx Xxxxxxxx 75,000
Xxxxxxx Xxxxxxxx 45,000
Xxxxxx Xxxxxxxx 45,000
