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

End of Preview