Exhibit 1.1(b)
SHADOWROCK SEDONA GOLF RESORT AND CONFERENCE CENTER
UP SEDONA, INC., SELLER
PRINCIPAL DISTRIBUTOR AGREEMENT
______________, 1997
United Property Investments Corp.
5745 North Scottsdale Road
Suite B-100
Scottsdale, Arizona 85020
Ladies and Gentlemen:
UP Sedona, Inc., an Arizona corporations (the "Seller"), proposes to
offer and sell to selected persons acceptable to the Seller, upon the terms and
subject to the conditions set forth in the enclosed Prospectus, 225 Resort Hotel
Investment Units consisting of a condominium unit in the ShadowRock Sedona Golf
Resort and Conference Center, together with a Mandatory Rental Pool Agreement
(the "Units") aggregating $43,827,100.
The Seller has determined to use the services of securities dealers
selected by it who are members of the National Association of Securities
Dealers, Inc. (the "Soliciting Dealers") in connection with the offer and sale
of the Units. The Seller has also determined to use your services as principal
distributor in connection with the offer and sale of the Units. You are invited
to become the principal distributor, and by your confirmation hereof you agree
to act in such capacity to coordinate the selling efforts of the Soliciting
Dealers through the activities of your regional marketing representatives and to
prepare and furnish to the Soliciting Dealers supplementary marketing and other
explanatory materials regarding the offering and sale of the Units. For the
services of the Soliciting Dealers in soliciting and obtaining purchasers of
Units, the Seller will pay to each Soliciting Dealer a percentage selling
commission for each Unit sold by the Seller through the efforts of such
Soliciting Dealer up to a maximum of 22% per Unit. In consideration for your
services as principal distributor, the Seller will pay you 2% of the total
purchase price of all Units.
1. BENEFITS AND OBLIGATIONS. In consideration of your agreement to act
as principal distributor hereunder, the Seller agrees that you shall be entitled
hereunder to all of the benefits, protections, warranties and rights granted to
you as a Soliciting Dealer in the Soliciting Dealer Agreement between the Seller
and the Soliciting Dealers (including you), as if the same were fully set forth
herein. You further agree that the Seller shall be entitled hereunder to all of
the benefits, protections, warranties and rights granted to it in such
Soliciting Dealer Agreement, as if the same were fully set forth herein.
2. COMPENSATION. The Seller will pay you the compensation described in
Section 1 above with respect to acting as principal distributor pursuant to
monthly draws as agreed to between the parties.
United Property Investments Corp.
________________, 1997
Page 2
3. ESCROW ACCOUNT. As principal distributor, you will assist Seller in
reviewing Purchase Contracts and to determine whether Seller should accept the
proposed purchaser and shall forward to the Escrow Agent checks and a copy of
the Purchase Contracts by noon of the second business day after receiving the
documents from Soliciting Dealers.
4. EFFECTIVE DATE AND TERMINATION. Provided that this Agreement shall
then have been executed and delivered, this Agreement shall become effective at
11:00 A.M., Phoenix time, on the first full business day following the effective
date of the registration statement relating to the Units OR at such earlier time
after the registration statement becomes effective as the Seller shall first
release the Units for sale to the public. For the purposes of this PARAGRAPH 4,
the Units shall be deemed to have been released for sale to the public upon
release by the Seller of correspondence or other notification to you and the
other Soliciting Dealers indicating the effectiveness of the registration
statement, whichever shall FIRST OCCUR.
5. NOTICES. Except as in this Agreement otherwise provided, (a)
whenever notice is required by the provisions of this Agreement or otherwise to
be given to the Seller, such notice shall be in writing addressed to the Seller,
at 5745 North Scottsdale Road, Suite B-101, Scottsdale, Arizona 85020,
Attention: William Oliver, President, and (b) whenever notice is required by the
provisions of this Agreement or otherwise to be given to you, such notice shall
be in writing addressed to you at such address as you shall have included on the
signature page of this Agreement, or at such other address as you shall have
furnished in writing to the Seller for the purpose of such notice. Any notice
referred to herein may be given in writing or by telegraph or telephone and, if
by telegraph or telephone, shall be immediately confirmed in writing. Notice
(unless actual) shall be effective upon mailing or telegraphic transmission, as
the case may be.
Please confirm your agreement to become the principal distributor under
the terms and conditions herein set forth by signing and returning the enclosed
duplicate copy of this Agreement at once to the Seller at 5745 North Scottsdale
Road, Suite B-101, Scottsdale, Arizona 85020, Attention: William Oliver.
Very truly yours,
UP SEDONA INC.
By:
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Its:
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AGREED AND ACCEPTED:
By:
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Its:
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Address:
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