Sales Agency Agreement (2003)Full Document 

Start of Preview
                           Wellstone Communities Inc.

                       5,000,000 shares of Preferred Stock

                             SALES AGENCY AGREEMENT


                               Date: June 10, 2003

Ladies and Gentlemen:

     Wellstone  Communities  Inc., a Georgia  corporation,  hereby  confirms its
respective  agreements with Wellstone Securities LLC ("Agent"),  a broker-dealer
registered  with the Securities  and Exchange  Commission  ("Commission")  and a
member of the National  Association of Securities  Dealers,  Inc.  ("NASD"),  as
follows:

     1.  Introduction.

     The  Company  desires  to  offer up to  5,000,000  shares  of its  Series A
preferred stock in an offering  pursuant to Regulation SB-2 under the Securities
Act of 1933, as amended (the "1933 Act").  The Company has been advised by Agent
that it desires to use its best  efforts to assist the Company  with its sale of
the Shares in the  Offering as described in the  Prospectus  attached  hereto as
Exhibit "A" and made a part hereof.

     2.  Representations  and Warranties of the Company.  The Company represents
and warrants to Agent that:

          (a) The Company has filed with the Commission a Registration Statement
     on Form SB-2, including exhibits and all amendments and supplements thereto
     (No.  333-103358),  including the Prospectus,  for the  registration of the
     Shares under the 1933 Act. Such Registration  Statement has been registered
     under the 1933 Act and no  proceedings  therefor have been initiated or, to
     the best of the Company's knowledge, threatened by the Commission (provided
     that for this purpose the Company  shall not regard any such  proceeding as
     "threatened"  unless the Commission has manifested to the management of the
     Company,   or  to  its  counsel,  a  present  intention  to  initiate  such
     proceeding).  Such Registration Statement,  as amended or supplemented,  if
     amended  or  supplemented,  on file  with  the  Commission  at the time the
     Registration   Statement  becomes  effective,   including  the  Prospectus,
     financial statements,  schedules, exhibits and all other documents filed as
     part  thereof,  is herein  called  the  "Registration  Statement,"  and the
     Prospectus, as amended or supplemented, if amended or supplemented, on file
     with  the  Commission  at  the  time  the  Registration  Statement  becomes
     effective  is  herein  called  the  "Prospectus,"  and  shall  include  any
     amendments   or   supplements   thereto  from  and  after  their  dates  of
     registration or use, respectively.

          (b) As of the date of the  Prospectus (i) the  Registration  Statement
     and the Prospectus (as amended or supplemented, if amended or supplemented)
     complied and will comply in all material  respects  with the 1933 Act, (ii)
     the  Registration  Statement  (as  amended or  supplemented,  if amended or
     supplemented)  did not and  will  not  contain  an  untrue  statement  of a
     material  fact or omit to  state a  material  fact  necessary  to make  the
     statements  therein,  in light of the  circumstances  under which they were
     made, not misleading, and (iii) the Prospectus (as amended or supplemented,
     if  amended  or  supplemented)  did not and will  not  contain  any  untrue
     statement of a material fact or omit to state any material  fact  necessary
     to make the statements  therein,  in the light of the  circumstances  under
     which they were made, not misleading. Representations or warranties in this
     subsection shall not apply to statements or omissions made in reliance upon

End of Preview