0000889812-97-001086 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • May 6th, 1997 • Sportstrac Inc • Sporting & athletic goods, nec • New York
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675,000 Shares of Common Stock SPORTSTRAC, INC. SELECTED DEALER AGREEMENT
Selected Dealer Agreement • May 6th, 1997 • Sportstrac Inc • Sporting & athletic goods, nec

We have agreed as an underwriter (the "Underwriter") named in the enclosed prospectus (the "Prospectus"), subject to the terms and conditions of an Underwriting Agreement dated ______________, 1997 (the "Underwriting Agreement"), to purchase from Sportstrac, Inc. (the "Company") 675,000 shares of common stock, par value $.01 per share (the "Common Stock"). We may also purchase as many as 101,250 additional shares of Common Stock (the "Option Shares") from the Company pursuant to Section 3(b) of the Underwriting Agreement. The Shares to be sold by the Company and the Option Shares are sometimes collectively referred to herein as the "Securities" and are more particularly described in the Prospectus, additional copies of which will be supplied in reasonable quantities upon request.

Mr. Marc Silverman SportTrac, Inc. 6900 E. Belleview Avenue, Suite 200 Englewood, CO 80111 Re: SportsTrac, Inc. Bridge Loan Dear Mr. Silverman: Reference is made to that certain letter agreement (as amended, "Letter Agreement"), by and between the...
Bridge Loan Agreement • May 6th, 1997 • Sportstrac Inc • Sporting & athletic goods, nec

Reference is made to that certain letter agreement (as amended, "Letter Agreement"), by and between the undersigned, as assignee, and SportsTrac, Inc. (the "Company"), pursuant to which the undersigned, as assignee, made a loan of $50,000 to the Company. Notwithstanding anything contained in the Letter Agreement to the contrary, it is agreed that the Note shall be payable on the earlier of (a) January 31, 1998 or (b) the closing of the Company's initial public offering.

UNDERWRITER'S WARRANT AGREEMENT Dated as of , 1997
Underwriter's Warrant Agreement • May 6th, 1997 • Sportstrac Inc • Sporting & athletic goods, nec • New York
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