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National Broker Dealer Service Corp.
April 21, 1999
Xxxxx Xxxx, CEO
Nova Pharmaceutical Inc.
00000 Xxxxxx Xxxxx Xxxxx 0X
Xxxx Xxxxxxxx, XX 00000
VIA TELEFAX
Re: Agreement Concerning SEC Reporting Status for Trading, Non-
Reporting Companies.
Dear Sirs:
You are currently trading on the Pink Sheets but are not yet a SEC
reporting company.
We agree to provide all services necessary to make you a fully-
reporting SEC company under our Fast Track SEC Reporting ProgramT.
Description of Process and timing
1. We will send you a checklist of information we need to begin to
prepare the SEC filing.
2. You must have 2 years audited financial statements (or a
shorter period if you have not been in existence for 2 years) that have
been prepared by a qualified SEC accounting firm. Even if you have an
audit, if your audit was not done by such a firm, it will have to re
redone before the SEC filing can be made.
3. Our SEC counsel will prepare the SEC filing and the necessary
SEC legal opinion.
4. When we have all necessary information, including the exhibits
to the SEC filing and your audit, and the SEC filing is completed, it
will be submitted to the SEC.
5. It will take approximately 90 days after we file to clear the
SEC, assuming they have no accounting comments, in which case the
process could be delayed for an additional period of time.
Legal Services
All SEC legal services will be provided by our SEC Counsel. You must
separately retain an attorney for the transaction, as some legal work
is required. Our Counsel cannot represent you because to do so would
be a conflict of interest. None of the legal work required of your
attorney will be SEC work. It will be general corporate work that we
identify as needing to be done to file with the SEC. We can assist
your customers in locating qualified counsel.
Fees
Our fee for these services is $150,000 worth of the issued and
outstanding shares of the your company at the time of execution of this
letter, based upon the Bid price of your stock on the date of execution
of this letter, to be issued to persons or entities we designate. You
may not reduce the number of shares issued to us through a reverse
stock split or similar transaction.
Costs
We will be responsible for paying the $100 SEC filing fee associated
with the services provided above.
To indicate your agreement with the foregoing, please sign this Letter
below and return it with a stock certificate for the shares.
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Sincerely,
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx, Vice President
National Broker Dealer Service Corporation
Agreed and Accepted:
Nova Pharmaceutical Inc
/s/ Xxxxx Xxxx
By: ________________________________
Xxxxx Xxxx, Nova Pharmaceutical Inc
