A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. NO
OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE
CAN BE RECEIVED UNTIL THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE, AND ANY
SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY
KIND, AT ANY TIME PRIOR TO NOTICE OF ITS ACCEPTANCE GIVEN AFTER THE EFFECTIVE
DATE.
ENABLEWARE TECHNOLOGY, INC.
UP TO 500,000 UNITS
CONSISTING OF
500,000 SHARES OF COMMON STOCK
AND
1,000,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS
SELECTED DEALERS AGREEMENT
_____________________, 2000
Dear Sirs:
1. Security Capital Trading, Inc., named as the Underwriter in the
enclosed Prospectus (the "Underwriter"), proposes to offer, subject to the terms
and conditions and execution of the Underwriting Agreement, on a "best efforts
all-or-none basis" with respect to 100,000 Units and on a "best efforts basis"
with respect to an additional 400,000 Units, of Enableware Technology, Inc. (the
"Company"), each consisting of one (1) share of common stock, par value $.0001
per share (the "Common Stock"), and two (2) Redeemable Common Stock Purchase
Warrants (the "Warrants") each to purchase one (1) share of Common Stock. The
Units are more particularly described in the enclosed Prospectus, additional
copies of which will be supplied in reasonable quantities upon request.
2. The Underwriter is soliciting offers to buy Units, upon the terms
and conditions hereof, through Selected Dealers, including you, who are (i)
registered with the Securities and Exchange Commission ("the Commission") as
broker-dealers under the Securities Exchange Act of 1934, as amended ("the 1934
Act"), and members in good standing with the National Association of Securities
Dealers, Inc. ("the NASD"), or (ii) dealers of institutions with their principal
place of business located outside the United States, its territories and
possessions and not registered under the 1934 Act who agree to make no sales
within the United States, its territories and possessions or to persons who are
nationals thereof or residents therein and, in making sales, to comply with the
NASD's interpretation with respect to free-riding and withholding. Units are to
be offered to the public at a price of $6.20 per Unit. Selected Dealers will be
allowed a concession of not less than _____% of the offering price. You will be
<PAGE>
notified of the precise amount of such concession prior to the effective date of
the Registration Statement. The offer is solicited subject to the issuance and
delivery of the Units and their acceptance by the Underwriter, to the approval
of legal matters by counsel and to the terms and conditions as herein set forth.
3. No offer may be accepted by us and no sale can be made until after
the registration statement covering the Units has become effective with the
Commission. Any oral notice by us of acceptance of your offer shall be
immediately followed by written or telegraphic confirmation preceded or
accompanied by a copy of the Prospectus. If a contractual commitment arises
hereunder, all the terms of this Selected Dealers Agreement shall be applicable.
All references hereafter in this Agreement to the purchase and sale of the Units
assume and are applicable only if contractual commitments to purchase are
completed in accordance with the foregoing.
4. Intentionally Omitted.
5. Payment for Units which you purchase hereunder shall be made by
you on such date as we may determine by certified or bank cashier's check
payable in New York Clearinghouse funds to _________________.
6. A registration statement covering the offering has been filed with
the Commission in respect to the Units. You will be promptly advised when the
registration statement becomes effective. Each Selected Dealer in selling the
Units pursuant hereto agrees (which agreement shall also be for the benefit of
the Company) that it will comply with the applicable requirements of the
Securities Act of 1933 and of the 1934 Act and any applicable rules and
regulations issued under said Acts. No person is authorized by the Company or by
the Underwriter to give any information or to make any representations other
than those contained in the Prospectus in connection with the sale of the Units.
Nothing contained herein shall render the Selected Dealers a member of the
underwriting group or partners with the Underwriter or with one another.
7. You will be informed by us as to the states in which we have been
advised by counsel the Units have been qualified for sale or are exempt under
the respective securities or blue sky laws of such states, but we have not
assumed and will not assume any obligation or responsibility as to the right of
any Selected Dealer to sell Units in any state.
8. The Underwriter shall have full authority to take such action as
we may deem advisable in respect of all matters pertaining to the offering or
arising thereunder. The Underwriter shall not be under any liability to you,
except such as may be incurred under the Securities Act of 1933 and the rules
and regulations thereunder, except for lack of good faith and except for
obligations assumed by us in this Agreement, and no obligation on our part shall
be implied or inferred herefrom.
9. Selected Dealers will be governed by the conditions herein set
forth until this Agreement is terminated. This Agreement will terminate when the
offering is completed. Nothing herein contained shall be deemed a commitment on
<PAGE>
our part to sell you any Units; such contractual commitment can only be made in
accordance with the provisions of paragraph 3 hereof.
10. You represent that you are a member in good standing of the
National Association of Securities Dealers, Inc. ("Association") and registered
as a broker-dealer or are not eligible for membership under Section I of the
By-Laws of the Association who agree to make no sales within the United States,
its territories, or possessions or to persons who are nationals thereof or
residents therein and, in making sales, to comply with the NASD's interpretation
with respect to free-riding and withholding. Your attention is called to the
following: (a) Rules 2730, 2740, 2420 and 2750 of the NASD Conduct Rules of the
Association and the interpretations of said Section promulgated by the Board of
Governors of such Association including the interpretation with respect to
"Free-Riding and Withholding"; (b) Section 10(b) of the 1934 Act and Regulation
M and Rule 10b-10 of the general rules and regulations promulgated under said
Act; (c) Securities Act Release #3907; (d) Securities Act Release #4150; and (e)
Securities Act Release #4968 requiring the distribution of a Preliminary
Prospectus to all persons reasonably expected to be purchasers of Shares from
you at least 48 hours prior to the time you expect to mail confirmations. You,
if a member of the Association, by signing this Agreement, acknowledge that you
are familiar with the cited law, rules, and releases, and agree that you will
not directly and/or indirectly violate any provisions of applicable law in
connection with your participation in the distribution of the Units.
11. In addition to compliance with the provisions of paragraph 10
hereof, you will not, until advised by us in writing or by wire that the entire
offering has been distributed and closed, bid for or purchase Units or its
component securities in the open market or otherwise make a market in such
securities or otherwise attempt to induce others to purchase such securities in
the open market. Nothing contained in this paragraph 11 shall, however, preclude
you from acting as agent in the execution of unsolicited orders of customers in
transactions effectuated for them through a market maker.
12. You understand that the Underwriter may in connection with the
offering engage in stabilizing transactions.
13. You agree that (i) you shall not recommend to a customer the
purchase of Units unless you shall have reasonable grounds to believe that the
recommendation is suitable for such customer on the basis of information
furnished by such customer concerning the customer's investment objectives,
financial situation and needs, and any other information known to you, (ii) in
connection with all such determinations, you shall maintain in your files the
basis for such determination, and (iii) you shall not execute any transaction in
Units in a discretionary account without the prior specific written approval of
the customer.
<PAGE>
14. All communications from you should be directed to us at the office
of the Underwriter, Security Capital, Inc., 111 Broadway, New York, NY 10006.
All communications from us to you shall be directed to the address to which this
letter is mailed.
Very truly yours,
SECURITY CAPITAL TRADING, INC.
By:
------------------------------------------
Its
ACCEPTED AND AGREED TO AS OF THE _____
DAY OF _____________________, 2000
[Name of Dealer]
By:
----------------------------------
Its
<PAGE>
To: Security Capital Trading, Inc.
111 Broadway
New York, NY 10006
We hereby subscribe for _____________ Units of Enableware Technology,
Inc., each Unit consisting of one (1) share of common stock, par value $.0001
per share (the "Common Stock"), and two (2) Redeemable Common Stock Purchase
Warrants (the "Warrants"), each exercisable to purchase one (1) share of Common
Stock in accordance with the terms and conditions stated in the foregoing
letter. We hereby acknowledge receipt of the Prospectus referred to in the first
paragraph thereof relating to said Units. We further state that in selling said
Units we have relied upon said Prospectus and upon no other statement
whatsoever, whether written or oral. We confirm that we are a dealer actually
engaged in the investment banking or securities business and that we are either
(i) a member in good standing of the National Association of Securities Dealers,
Inc. (the "NASD") or (ii) a dealer with its principal place of business located
outside the United States, its territories and its possessions and not
registered as a broker or dealer under the Securities Exchange Act of 1934, as
amended, who hereby agrees not to make any sales within the United States, its
territories or its possessions or to persons who are nationals thereof or
residents therein. We hereby agree to comply with the provisions of Rule 2740 of
the NASD Conduct Rules, and if we are a foreign dealer and not a member of the
NASD, we also agree to comply with the NASD's interpretation with respect to
free-riding and withholding, to comply, as though we were a member of the NASD,
with the provisions of Rules 2730 and 2750 of the NASD Conduct Rules.
[Name of Dealer]
------------------------------
By:
--------------------------
Address
------------------------------
------------------------------
Dated _____________________, 2000
