______________ UNITS
ILLUMINATED MEDIA, INC
COMMON STOCK
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
1. We, as the Underwriter named in the Prospectus referred to below
(the "Underwriter"), have agreed to sell, subject to the terms and conditions
set forth in the Underwriting Agreement referred to in the Prospectus (the
"Underwriting Agreement"), on behalf of Illuminated Media, Inc. a Minnesota
corporation (the "Company"), an aggregate of up to 1,500,000 Units of the
Company (the "Units"). The Units are described in Registration Statement Number
______, which was declared effective by the Securities and Exchange Commission
on __________, 1997.
2. The Units are to be offered to the public by the Underwriter at a
price of $1.00 per Unit (hereinafter called the "Public Offering Price") and in
accordance with the terms of offering set forth in the Prospectus.
3. The Underwriter is offering, subject to the terms and conditions
hereof, a portion of the Units for sale to (a) certain dealers which are members
of the National Association of Securities Dealers, Inc. (the "NASD") and which
agree to comply with the provisions of Rules 2420, 2730, 2740, and 2750 of the
NASD Conduct Rules (the "NASD Rules") and (b) foreign dealers or institutions
ineligible for membership in the NASD which agree (i) not to resell the Units to
purchasers in, or to persons who are nationals or residents of, the United
States of America, or when there is a public demand for the Units, to persons
specified as those to whom members of the NASD participating in a distribution
may not sell; and (ii) to comply, as though such foreign dealer or institution
were a member of the NASD, with the NASD's interpretation with respect to
free-riding and withholding and with the foregoing Sections of the NASD Rules,
to the extent applicable to foreign nonmember brokers or dealers, (such dealers
and institutions agreeing to offer the Units hereinafter referred to as
"Selected Dealers") at the Public Offering Price for a selling commission of
$.08 per Unit, payable as hereinafter provided, out of which concession an
amount not exceeding $.06 per Unit may be reallowed by Selected Dealers to
members of the NASD or to foreign dealers or institutions ineligible for
membership therein which agree as aforesaid. This offering is made subject to
delivery of the Shares and their acceptance by us, to the approval of all legal
matters by counsel, and to the terms and conditions herein set forth. The
Underwriter has agreed that, during the term of this Agreement, it will be
governed by the terms and conditions hereof whether or not such Underwriter is
included among the Selected Dealers.
4. We may buy Units from, or sell Units to, any Selected Dealer, and
any Selected Dealer may buy Units from, or sell Units to, any other Selected
Dealer or the Underwriter at the Public Offering Price After the initial public
offering we may change the Public Offering Price, the commission, and the
reallowance.
5. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the public offering of the
Units.
6. If you desire to offer and sell any of the Units, your indication of
interest should reach us promptly by telephone or facsimile at the offices of
Tuschner & Company, Inc., 1500 TCF Tower, 121 South 8th Street, Minneapolis, MN
55402. 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 Units allotted to you will be confirmed, subject to the terms and conditions
of this Agreement.
7. The privilege of offering the Units is extended to you only on
behalf of the Underwriter to those Selected Dealers that may lawfully sell the
Shares in your state.
8. Any of the Units offered or sold by you under the terms of this
Agreement must be offered and sold to the public in accordance with the terms of
the offering thereof set forth herein and in the Prospectus, subject to the
securities laws of the various states. 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 Units other than as contained in the Prospectus.
9. This Agreement will terminate when we shall have determined that the
public offering of the Shares has been completed and upon telegraphic or other
written notice to you of such termination, but, if not previously terminated,
this Agreement will terminate at the close of business on the 30th full business
day after the date hereof; provided, however, that we shall have the right to
extend this Agreement for, an additional period or periods not exceeding 30 full
business days in the aggregate upon telegraphic notice to you.
10. For the purpose of stabilizing the market in the Units, we have
been authorized to make purchases and sales thereof, in the open market or
otherwise, and, in arranging for sale of the Shares, to over-allot.
11. You agree to advise us from time to time upon request, prior to the
termination of this Agreement, of the number of Units to be offered by you
hereunder and remaining unsold at the time of such request, and, if in our
opinion any such Units shall be needed to make delivery of Units sold or
over-allotted for the account of the Underwriter, you will, forthwith upon our
request, grant to us for our account the right, exercisable promptly after
receipt of notice from you that such right has been granted, to purchase, at the
Public Offering Price, such number of Units owned by you as shall have been
specified in our request.
12. On becoming a Selected Dealer, and in offering and selling the
Units, you agree (which agreement shall also be for the benefit of the Company)
to comply with all applicable requirements of the Securities Act of 1933, as
amended (the "Act"), and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). You confirm that you are familiar with Rule 15c2-8 under the
Exchange Act relating to the distribution or preliminary and final prospectuses
for securities of an issuer and confirm that you have complied and will comply
therewith.
13. Upon request, you will be informed as to the jurisdictions in which
we have been advised that the Units have been qualified for sale under the
respective securities or Blue Sky laws of such jurisdictions, but we do not
assume any obligation or responsibility as to the right of any Selected Dealer
to sell the Units in any jurisdiction or as to any sale therein. You authorize
us to file for your benefit a New York Notice, if required.
14. Additional copies of the Prospectus will be supplied to you in
reasonable quantities upon request.
15. No Selected Dealer is authorized to act as our agent, or otherwise
to act on our behalf in offering or selling the Units to the public or
otherwise.
16. We shall not be under any liability for or in respect of the value,
validity or form of the Units, or delivery of the certificates for the Units, or
the performance by anyone of any agreement on such person's part, or the
qualification of the Units for sale under the laws of any jurisdiction, or for
or in respect of any matter connected with this Agreement, except for lack of
good faith and for obligations expressly assumed by us in this Agreement. The
foregoing provisions shall not be deemed a waiver of any liability imposed under
the Act.
17. Payment for the Units sold to you hereunder is to be made at each
"Closing Date" as described in the Underwriting Agreement, by certified or
official bank check, payable to the order of Tuschner and Company, Inc., in
current funds, at such place as we shall specify on one day's notice to you
against delivery of certificates for the Units. Notwithstanding the foregoing,
if transactions in the Units can be settled through the facilities of The
Depository Trust Company, payment for and delivery of the Units purchased by you
hereunder will be made through the facilities of The Depository Trust Company,
if you are a member, unless you have otherwise notified us prior to the date
specified in our facsimile or telegram to you, or, if you are not a member,
settlement may be made through a correspondent who is a member pursuant to
instructions you may send us prior to such specified date.
18. Notice to us should be addressed to us c/o John M. Tuschner,
Tuschner and Company, Inc., 1500 TCF Tower, 121 South 8th Street, Minneapolis,
MN 55402. Notices to you shall be deemed to have been duly given if sent by
telefacsimile, telegraphed or mailed to you at the address to which this letter
is addressed.
19. This Agreement shall be governed by the internal laws of the State
of Minnesota, without giving effect to the principles thereof relating to the
conflict of laws.
20. If you desire to offer and sell any of the Units, please confirm
your subscription by signing and returning to us your confirmation overleaf on
the duplicate copy of this letter enclosed herewith even though you have
previously advised us thereof by telephone or telefacsimile.
Very truly yours,
TUSCHNER AND COMPANY, INC.
By:____________________________
Dated: ________________________
CONFIRMATION
We confirm our agreement to purchase Units of Illuminated Media, Inc.
(the "Units"), subject to all the terms and conditions set forth in the
foregoing Selected Dealers Agreement. We hereby acknowledge receipt of the
Prospectus. We further state that in purchasing the Units, we have relied upon
the Prospectus and upon no other statement whatsoever, whether written or oral.
We hereby confirm that we are a dealer actually engaged in the investment
banking or securities business and that we are either (a) a member in good
standing of the National Association of Securities Dealers, Inc. (the "NASD") or
(b) a dealer with its principal place of business located outside the United
Sates, its territories and its possessions and not registered as a broker or
dealer under the Securities Exchange Act of 1934 who hereby agrees not to make
any sales within the Unites States, its territories or its possessions or to
persons who are nationals thereof or resident therein. We hereby agree to comply
with the provisions of NASD Rules 2420, 2730, 2740, and 2750 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 the above NASD Rules
as those Rules apply to non-member foreign dealers.
Dated: February _____, 1997
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(Print corporate or firm name of
Selected Dealer)
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(Signature of authorized officer or partner)
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(Print name of person signing)
Address:
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