Alya International, Inc.
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SELLING AGENT AGREEMENT
_______________, 1999
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Gentlemen:
We are offering for sale 5,000,000 Shares of common stock of Alya
International, Inc., a Delaware corporation (the "Company"), on a "best
efforts, all or none" basis. The Shares 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 Shares are to be offered to the public at the
price of $1.00 per Share (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.
2. SELLING AGENTS. Members of the National Association of Securities
Dealers, Inc. (the "NASD") who shall agree to offer Shares hereunder (herein
referred to as "Selling Agents") will be allowed a commission of ten percent
(10%) of the total sales price (i.e., $0.10 per Share) and payable as
hereinafter provided. No commission shall be earned or paid unless the
Shares 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 Shares allotted to you will be confirmed,
subject to the terms and conditions of this Agreement. Payments for Shares
sold by you are to be made by check or money order only and shall be made
payable to Alya International, Inc. In respect to all Shares 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 Shares
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 SHARES 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 Shares 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 only upon the acceptance of
such sale by us. The offering is made subject to the issuance and
delivery of the Shares, 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. Shares 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 Shares other than as
contained in the Prospectus. The Selling Agent will not sell the Shares
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 Shares 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 Shares to
the public pursuant to this Agreement.
5. COMPLIANCE WITH SECURITIES LAWS. Upon becoming a Selling Agent, and
in offering and selling the Shares, 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, IM-2110-1 "Free-Riding and
Withholding". Upon application, you will be informed as to the states in which
we have been advised by counsel to the Company that the Shares 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 Shares 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
Shares, 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.
6. PROSPECTUS AND OFFERING. The Registration Statement on Form SB-1
(File No. 333-_______) with respect to the subject Shares was declared effective
on __________, 1999. 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
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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 Shares
purchased by your customers. Your Share 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:
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▇. ▇▇▇▇▇▇▇▇▇, Esq., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇▇▇
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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
Shares as hereinbefore set forth, please sign the acceptance below and provide
the pertinent information requested.
Very truly yours,
ALYA INTERNATIONAL, INC.
By:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
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Accepted on:
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Firm Name:
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By:
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Position:
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Address:
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Telephone Number:
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IRS I.D. Number:
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Share Allocation:
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