Bernard Allan & Edwards Inc – FULLY DISCLOSED CORRESPONDENT AGREEMENT (November 13th, 2001)FULLY DISCLOSED CORRESPONDENT AGREEMENT THIS ACREEMENT made this 4th day of Dec. 1997 between JB Oxford & Company (herein called "JBOC") a Utah corporation and Bernard, Lee & Edwards Securities. Inc.(herein called the "Correspondent") a Delaware corporation. WHEREAS, JBOC is in the business of providing Correspondents with clearing and other services in connection with transactions relating to certain securities, and Correspondent is a securities broker/dealer desirous of engaging the services of JBOC, NOW THEREFORE, in consideration of the premises, undertakings, and covenants herein contained, the parties agree as follows: 1. NATURE OF RELATIONSHIP. Thee terms of this Agreement, which includes the JBOC Procedure of Operations which is referred to as Exhibit 'A" and has been provided to Correspondent, and which is incorporated herein by this reference, define the business relationship between and obligations of the parties hereto. All Customers of the Correspondent will be notifi
Bernard Allan & Edwards Inc – GENERAL AGENT AGREEMENT (November 13th, 2001)GENERAL AGENT AGREEMENT THIS AGREEMENT, effective this 24 day of May, 2001 is made by and among Nationwide Life and Annuity Insurance Company, Nationwide Life Insurance Company, (collectively, "Nationwide"), and Bernard, Lee & Edwards Securities, Inc. ("Agency") and ("Broker/Dealer"). Nationwide hereby appoints Broker/Dealer and Agency (collectively, "General Agent") as General Agent with the rights, powers, duties and liabilities set forth herein General Agent hereby accepts the appointment. General Agent acknowledges, understands and agrees that although Nationwide Life Insurance Company ("NWL") and Nationwide Life and Annuity Insurance Company ("NWLAIC") are collectively referred to herein as "Nationwide", NWL and NWLAIC are separate corporate entities, and that the rights and obligations of each under this Agreement are to be exclusively determined on the basis of which of the two entities (NWL or NWLAIC) is the issuing company of the product (s) specified in Exhibit A, and bei
Bernard Allan & Edwards Inc – 2001 INCENTIVE STOCK OPTION PLAN (June 14th, 2001)BERNARD, ALLAN & EDWARDS, INC. 2001 INCENTIVE STOCK OPTION PLAN SECTION 1. DEFINITIONS As used herein, the following terms shall have the meanings indicated below: (a) The "Company" shall mean BERNARD, ALLAN & EDWARDS, INC. a Florida corporation, and any subsidiary of the Company. (b) "Common Stock" shall mean voting common stock of the Company. (c) The "Plan" means the Bernard, Allan & Edwards 2001 Incentive Stock Option Plan, as amended hereafter from time to time, including the form of Option Agreement. (d) The "Optionee" is an employee of the Company to whom an option has been granted under the Plan. (e) The "Internal Revenue Code" is the Internal Revenue Code of 1986, as amended from time to time. (f) "Committee" shall mean a Committee of three or more persons who may be appointed by, and serve at the pleasure of the Board and shall have suc
Bernard Allan & Edwards Inc – Stock Purchase Warrant Agreement (June 14th, 2001)BERNARD, ALLAN & EDWARDS, INC. Stock Purchase Warrant Agreement Name(s) of Warrant Owners(s) _________________________________________ Number of Warrants Owned: Warrant A ____________ Warrant B _________ Warrant Terms: Warrant A allows the above named owner(s) the right to acquire eight (8) shares of the Company's common stock for each of Warrant A owned at the exercise price of the $1.25 per share. Warrant B allows the above named owner(s) the right to acquire two and one-half (2 1/2) shares of the Company's common stock for each Warrant B owned at the exercise price of $4.00 dollars per share. The Warrants cannot be exercised until the effective date of a registration statement to be filed with Securities Exchange Commission (SEC) for the purpose of registering the common stock and warrants. Warrant A will expire twelve months from said effective date, and Warrant B will expire 18 months from said date. The Warrants will remain effective during the exercise period, and t
Bernard Allan & Edwards Inc – Stock Purchase Warrant Agreement (June 14th, 2001)BERNARD, ALLAN & EDWARDS, INC. Stock Purchase Warrant Agreement March 26, 2001 Warrant Owner: Heartland Diversified Industries, Inc. 1016 Shore Acres Drive Leesburg, Florida 34748 Number of Warrants Owned: Two Hundred Thousand (200,000) Warrant Terms: This Warrant allows the above named owner, Heartland Diversified Industries, Inc. (HDI), the right to acquire two hundred thousand (200,000) shares of the common stock of Bernard, Allan & Edwards, Inc, (the "Company"), in whole or in part, during the exercise period, at the exercise price of four dollars and fifty cents ($4.50) per share. Upon receipt of written notice to the Company or its transfer agent stating that HDI wishes to exercise its Warrants, and with said notice a check is included for the total exercise amount made payable to the Company or its transfer agent, a stock certificate will be issued to HDI without a restrictive legend. The Warrants cannot be exercised until the effective date
