Exhibit 1.6
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Somerset Financial Group, Inc. Xxxxxxxxx Securities, Inc.
00 Xxxxxx Xxxxxx, Xxxxx 000 0 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
October 9, 2001
Xx. Xxxxx Xxxxxx, President
Nations Express, Inc.
X.X. Xxx 00000
Xxxxxxxxx, XX 00000
Re: Funding of Nations Express, Inc.
Dear Xx. Xxxxxx:
This letter is intended to put into writing the understanding between Somerset
Financial Group, Inc., Xxxxxxxxx Securities, Inc, and Nations Express regarding
the time period from the execution of this letter and the effective date of your
anticipated public offering.
It is our intent to assist Nations Express, Inc. in locating funding and to help
complete, as Underwriters, the contemplated initial public offering in which
Nations Express is attempting to raise between $4.5 - $6 million. Such conduct,
as you are aware, cannot be guaranteed and is limited to the conditions
described in the attached letter of intent. The efforts of the Underwriters
include, but are not limited to, introductions to investment firms, banks,
financial institutions, public and private companies, insurance companies, and
individuals who may take a financial interest in Nations Express.
The main directive is to co-manage a successful public offering. However, if
funding takes place away from that offering for any reason without the
assistance of the Underwriters, you change your mind about going forward with
the public offering, or sell ownership in your company as such will result in a
different transaction valuation for your company, then you will pay Somerset and
Xxxxxxxxx as follows:
(a) If Nations Express completes a financing with XxXxxx Capital Partners,
First Union, BB&T, Xxxxxxxxx or Crutchfields Corp. during the term of this
agreement, then Nations Express will pay designates of Somerset and
Xxxxxxxxx a total of 50,000 common shares immediately upon the closing of
the financing (non-dilutive based on the current capitalization of
2,979,566 shares of common stock).
(b) If Nations Express completes a financing with anyone other than the groups
noted above during the term of this agreement, then Nations Express will
pay designates of Somerset and Xxxxxxxxx a total of $75,000 and 25,000
shares of common stock immediately upon the closing of the financing non-
dilutive (based on the current capitalization of 2,979,566 shares of common
stock).
This letter provision shall only remain valid for a period of 180 days from
November 15/th/ 2001 or upon the closing of the public offering whichever
comes first. If the above is acceptable and meets with your approval, please so
signify with your signature and return via fax to Somerset Financial Group at
000-000-0000.
Sincerely, Agreed and accepted,
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, Vice President Xxxxx Xxxxxx, President
Somerset Financial Group, Inc. Nations Express, Inc.
