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STATEMENT HAS BECOME EFFECTIVE, AND ANY SUCH OFFER MAY BE WITHDRAWN OR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.
Ecomat, Inc.
1,200,000 SHARES OF COMMON STOCK
SELECTED DEALERS AGREEMENT
_____________________, 1996
Dear Sirs:
1. Patterson Travis, Inc., named as the underwriter in the
enclosed Preliminary Prospectus (the "Underwriter"), proposes to offer
on a firm commitment basis, subject to the terms and conditions and
execution of the Underwriting Agreement, 1,200,000 shares of Common
Stock, $.0001 par value per share ("Common Stock or "Shares")
(including any additional Shares offered pursuant to an over-allotment
option, the "Firm Shares") of Ecomat Inc. (the "Company"). The Firm
Shares are more particularly described in the enclosed Preliminary
Prospectus, additional copies of which as well as the Prospectus
(after effective date) will be supplied in reasonable quantities upon
request.
2. The Underwriter is soliciting offers to buy Shares upon
the terms and conditions hereof, from Selected Dealers, who are to act
as principals, 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. Shares are to be offered to the public at a price of
$5.00 per Share. Selected Dealers will be allowed a concession of 5%
of the offering price. You will be 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 Shares 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. Your offer to purchase may be revoked in whole or in part
without obligation or commitment of any kind by you any time prior to
acceptance and no offer may be accepted by us and no sale can be made
until after the registration statement covering the Shares has become
effective with the Commission. Subject to the foregoing, upon
execution by you of the Offer to Purchase below and the return of same
to us, you shall be deemed to have offered to purchase the number of
Shares set forth in your offer on the basis set forth in paragraph 2
above. 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. We may also make available to you an
allotment to purchase Shares, but such allotment shall be subject to
modification or termination upon notice from us any time prior to an
exchange of confirmations reflecting completed transactions. All
references hereafter in this Agreement to the purchase and sale of the
Shares assume and are applicable only if contractual commitments to
purchase are completed in accordance with the foregoing.
4. You agree that in re-offering the Shares, if your offer is
accepted after the Effective Date, you will make a bona fide public
distribution of same. You will advise us upon request of the Shares
purchased by you remaining unsold, and we shall have the right to
repurchase such Shares upon demand at the public offering price less
the concession as set forth in paragraph 2 above. Any of the Shares
purchased by you pursuant to this Agreement are to be re-offered by
you to the public at the public offering price, subject to the terms
hereof and shall not be offered or sold by you below the public
offering price before the termination of this Agreement.
5. Payment for Shares 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 Patterson
Travis, Inc. Certificates for the securities shall be delivered as
soon as practicable at the offices of Patterson Travis, Inc., One
Battery Park Plaza, New York, NY 10004. Unless specifically authorized
by us, payment by you may not be deferred until delivery of
certificates to you.
6. A registration statement covering the offering has been
filed with the Commission in respect to the Shares. You will be
promptly advised when the registration statement becomes effective.
Each Selected Dealer in selling the Shares 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 Shares. Nothing contained herein shall render the Selected
Dealers a member of the underwriting group or partners with the
Underwriter or with one another.
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7. You will be informed by us as to the states in which we
have been advised by counsel the Shares 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 Shares
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 our part to sell you any Shares; 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 Rules 10b-6 and 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 Shares.
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 Shares 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.
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12. You understand that the Underwriter may in connection
with the offering engage in stabilizing transactions. If the
Underwriter contracts for or purchases in the open market in
connection with such stabilization any Shares sold to you hereunder
and not effectively placed by you, the Underwriter may charge you the
Selected Dealer's concession originally allowed you on the Shares so
purchased, and you agree to pay such amount to us on demand.
13. By submitting an Offer to Purchase you confirm that your
net capital is such that you may, in accordance with Rule 15c3-1
adopted under the 1934 Act, agree to purchase the number of Shares you
may become obligated to purchase under the provisions of this
Agreement.
14. You agree that (i) you shall not recommend to a customer
the purchase of Firm Shares 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 Firm
Shares in a discretionary account without the prior specific written
approval of the customer.
15. All communications from you should be directed to us at the office
of the Underwriter, Patterson Travis, Inc., One Battery Park Plaza,
New York, NY 10004. All communications from us to you shall be
directed to the address to which this letter is mailed.
Very truly yours,
PATTERSON TRAVIS, INC.
By: ______________________________
Its
ACCEPTED AND AGREED TO AS OF THE _____
DAY OF _____________________, 1996
[Name of Dealer]
By: ______________________________
Its
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To: Patterson Travis, Inc.
One Battery Park Plaza
New York, NY 10004
We hereby subscribe for _____________ Shares of Common Stock
of Ecomat, Inc., (the "Common Stock" or "Shares"), 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 Shares. We further state that in
purchasing said Shares 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]
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By: ______________________________
Address
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Dated _____________________, 1996