i-Track, Inc.
44990 Heydenreich
Clinton Township, Michigan 48038
(810) 469-3500
SELLING AGENT AGREEMENT
_______________, 2000
--------------------------
--------------------------
--------------------------
Gentlemen:
We are offering for sale 2,500,000 Units of i-Track, Inc., a Nevada
corporation (the "Company"), on a "best efforts, all or none" basis. The Units
and the terms upon which they are to be offered for sale are more particularly
described in the enclosed Prospectus. We invite your participation, as Selling
Agent, on the terms and conditions stated herein.
1. OFFERING PRICE. The Units are to be offered to the public at the
price of $0.10 per Unit (hereinafter called the "Public Offering Price") and
shall not be directly or indirectly offered or sold to the public by Selling
Agents at any other price during the period this Agreement is in effect. Each
Unit consists of one share of common stock and one warrant to purchase one share
of common stock.
2. SELLING AGENTS. Members of the National Association of Securities
Dealers, Inc. (the "NASD") who shall agree to offer Units hereunder (herein
referred to as "Selling Agents") will be allowed a commission of ten percent
(10%) of the total sales price (i.e., $0.01 per Unit) and payable as hereinafter
provided. No commission shall be earned or paid unless the Units are sold on or
before _______________________ [90 days from the date of the Prospectus], which
date may be extended for up to an additional 90 by the Company.
3. SUBSCRIPTIONS. We reserve the right to reject all subscriptions, in
whole or in part, to make allotments, and to close the subscription books at any
time without notice. The Units allotted to you will be confirmed, subject to the
terms and conditions of this Agreement. Payments for Units sold by you are to be
made by check or money order only and shall be made payable to i-Track, Inc. In
respect to all Units sold by you pursuant hereto, you will promptly transmit (by
noon of the next business day following receipt) to us all checks and money
orders received in payment in the full amount of the Public Offering Price for
the number of Units purchased, without deduction for any commission, in
compliance with Rule 15c2-4 under the Securities Exchange Act of 1934 (the "1934
Act"). YOUR TRANSMITTAL LETTER ACCOMPANYING CHECKS OR MONEY ORDERS TO US SHALL
SET FORTH THE NAMES AND ADDRESSES, TOGETHER WITH SOCIAL SECURITY OR APPROPRIATE
TAX I.D. NUMBERS, OF THE PURCHASERS WITH THE NUMBER OF UNITS PURCHASED.
NO COMMISSIONS SHALL BE PAYABLE, AND ALL SUBSCRIPTIONS ARE SUBJECT TO
REJECTION, UNLESS AND UNTIL THE SELLING AGENT HAS COMPLIED WITH THE ABOVE
UNDERLINED PROVISION.
Each sale shall be contingent upon the sale of the Units being sold on
or before _________________ [90 days from the date of the Prospectus] (which
date may be extended for up to an additional 90 days by the Company), and upon
the acceptance of such sale by the undersigned. In the event any order submitted
by you is not accepted, we will return all funds paid by the subscriber. Payment
of the selling commissions in respect of each such sale will be made to the
Selling Agent by us when and
<PAGE>
only upon the acceptance of such sale by us. The offering is made subject to the
issuance and delivery of the Units, to the approval of legal matters by counsel,
and to the terms and conditions herein set forth.
If an order is rejected or if a payment is received which proves
insufficient or worthless, any compensation paid to the Selling Agent shall be
returned by the Selling Agent's remittances in cash.
4. OFFERING TO PUBLIC. Units sold to the public by dealers shall be
sold by the Selling Agents as agents for the Company. Neither you nor any other
person is, or has been, authorized to give any information or to make any
representations in connection with the sale of the Units other than as contained
in the Prospectus. The Selling Agent will not sell the Units pursuant to this
Agreement unless the Prospectus is furnished to the purchaser at least
forty-eight (48) hours prior to the mailing of the confirmation of sale, or is
sent to such person under such circumstances that it would be received by him
forty-eight (48) hours prior to his receipt of a confirmation of the sale. The
Selling Agent understands that during the ninety (90)-day period after the first
date upon which the Units of the Company are bona fide offered to the public,
all Selling Agents effecting transactions in the Company's securities shall be
required to deliver the Company's current Prospectus to any purchasers thereof
prior to or concurrent with the receipt of the confirmation of sale. Additional
copies of the then current Prospectus will be supplied by the Company in
reasonable quantities upon request. No Selling Agent is authorized to act as an
agent for the Company except in offering the Units to the public pursuant to
this Agreement.
5. COMPLIANCE WITH SECURITIES LAWS. Upon becoming a Selling Agent, and
in offering and selling the Units, you agree to comply with all applicable
requirements of the Securities Act of 1933, as amended (the "1933 Act"), the
1934 Act, any applicable state securities or "Blue Sky" laws, and the Conduct
Rules of the NASD, including, but not limited to:
a) IM-2110-1 "Free-Riding and Withholding",
b) Rule 2420 "Dealing with Non-Members",
c) Rule 2730 "Securities Taken in Trade",
d) Rule 2740 "Selling Concessions, Discounts and Other", and
e) Rule 2750 "Transactions with Related Persons".
Upon application, you will be informed as to the states in which we
have been advised by counsel to the Company that the Units have been qualified
for sale under the respective securities or Blue Sky laws of such states, but we
assume no obligation or responsibility as to the right of any Selling Agent to
sell the Units in any state, or as to any sale therein.
By acceptance of this Agreement, you represent that you are a member in
good standing of the NASD.
By acceptance of this Agreement, each Selling Agent has assumed full
responsibility for thorough and prior training of its representatives concerning
the selling methods to be used in connection with the offer and sale of the
Units, giving special emphasis to the NASD's principles of full and fair
disclosure to prospective investors, suitability standards, and the prohibitions
against "Free- Riding and Withholding."
Each Selling Agent agrees to indemnify and hold harmless the Company
and the other Selling Agents against and from any liability, loss, damage, or
expense arising out of any failure by the Selling Agent to comply with the 1933
Act, the 1934 Act, applicable securities laws of any state, the rules and
regulations of the Securities and Exchange Commission, or the Rules of Fair
Practice of the NASD, due to any act or omission by the Selling Agent.
2
<PAGE>
6. PROSPECTUS AND OFFERING. The Registration Statement on Form SB-1
(File No. __________) with respect to the subject Units was declared effective
on __________, 2000. By signing this Agreement, each Selling Agent acknowledges
receipt of a copy of the Prospectus included in said Registration Statement.
Additional copies of the Prospectus will be supplied to you in reasonable
quantities upon request.
7. LIABILITY. Nothing will constitute the Selling Agent an association
or other separate entity or partners with us or with each other, but you will be
responsible for your share of any liability or expense based on any claim to the
contrary. We will not be under any liability for or in respect of any matter
connected with this Agreement, except for lack of good faith obligations
expressly assumed by us in this Agreement, and any liability due to our act or
omission arising under the 1933 Act.
8. TERMINATION. This Agreement shall terminate ___________________
(which date may be extended for ____________ by the Company), or by either party
giving notice of termination to the other at any time, but such termination
shall not affect your obligation to comply with the requirements of this
Agreement or your right to commissions on orders confirmed by us prior thereto.
9. NUMBER OF SHARES PURCHASED. You agree, upon our request, at any time
prior to the termination of this Agreement, to report to us the number of Units
purchased by your customers. Your Unit allocation is subject to reduction at any
time prior to sale confirmations and funds therefor being received by us.
10. NOTICES. Notice to us should be addressed to us at our office:
44990 Heydenreich, Clinton Township, Michigan 48038, with a copy to Adam P.
Stapen, Esq., Dill Dill Carr Stonbraker & Hutchings, P.C., 455 Sherman Street,
Suite 300, Denver, Colorado 80203. Notices to you shall be deemed to have been
duly given if telegraphed, mailed, or delivered to you at the address set forth
by you in this Agreement, or if given verbally and confirmed in writing.
11. CONFIRMATION. If you desire to participate in the offering of the
Units as hereinbefore set forth, please sign the acceptance below and provide
the pertinent information requested.
Very truly yours,
I-TRACK, INC.
By:
---------------------------------------
Barbara Castanon, President
3
<PAGE>
Accepted on:
---------------------------------------------
Firm Name:
---------------------------------------------
By:
---------------------------------------------
Position:
---------------------------------------------
Address:
---------------------------------------------
Telephone Number:
---------------------------------------------
IRS I.D. Number:
---------------------------------------------
Share Allocation:
---------------------------------------------
4
