Exhibit 10.91
PLACEMENT AGENT AGREEMENT
September 30, 2003
Brean Murray & Co., Inc.
570 Lexington Avenue
New York, New York 10022
Gentlemen:
VCampus Corporation, a Delaware corporation (the "Company"), hereby confirms its
agreement with Brean Murray & Co., Inc. (the "Placement Agent"), as follows:
1.
OFFERING.
(A)
THE COMPANY SHALL OFFER (THE "OFFERING") FOR SALE
THROUGH THE PLACEMENT AGENT, AS EXCLUSIVE AGENT FOR THE COMPANY, A MAXIMUM (THE
"MAXIMUM OFFERING") OF 2,000,000 UNITS (THE "UNITS"), EACH UNIT CONSISTING OF
ONE SHARE (COLLECTIVELY, THE "SHARES") OF THE COMPANY'S COMMON STOCK, PAR VALUE
$0.01 PER SHARE (THE "COMMON STOCK"), AND A WARRANT (COLLECTIVELY, THE "COMMON
STOCK WARRANTS" TO PURCHASE ONE SHARE OF COMMON STOCK (THE "WARRANT SHARES") AT
AN EXERCISE PRICE OF $2.59 PER SHARE (SUBJECT TO REDUCTION AS SET FORTH IN THE
SECURITIES PURCHASE AGREEMENT).
THE COMMON STOCK WARRANTS SHALL CONTAIN THE
TERMS AND CONDITIONS, AND BE IN SUBSTANTIALLY THE FORM, ATTACHED AS EXHIBIT A
HERETO.
(B)
PLACEMENT OF THE UNITS SHALL BE MADE ON A "BEST EFFORTS" BASIS.
THE UNITS WILL BE OFFERED COMMENCING ON THE DATE OF THE EXECUTIVE SUMMARY (AS
DEFINED BELOW) AND ENDING ON SEPTEMBER 30, 2003 (THE "OFFERING PERIOD").
THE
DATE ON WHICH THE OFFERING SHALL TERMINATE SHALL BE REFERRED TO AS THE
"TERMINATION DATE."
THE OFFERING PERIOD MAY BE TERMINATED EARLY OR EXTENDED FOR
UP TO 30 DAYS BY THE MUTUAL CONSENT OF THE PARTIES.
THE COMPANY EXPRESSLY
ACKNOWLEDGES AND AGREES THAT THE PLACEMENT AGENT'S OBLIGATIONS HEREUNDER ARE ON
A REASONABLE EFFORTS BASIS ONLY AND THAT THE EXECUTION OF THIS AGREEMENT DOES
NOT IN ANY WAY CONSTITUTE A COMMITMENT BY THE PLACEMENT AGENT TO PURCHASE THE
UNITS AND DOES NOT ENSURE THE SUCCESSFUL PLACEMENT OF THE UNITS OR ANY PORTION
THEREOF.
(C)
SUBSCRIPTIONS FOR THE UNITS WILL BE ACCEPTED BY THE COMPANY AT A
PRICE OF $2.59 PER UNIT (SUBJECT TO REDUCTION AS SET FORTH IN THE SECURITIES
PURCHASE AGREEMENT, THE "OFFERING PRICE"); PROVIDED, HOWEVER, THAT THE COMPANY
SHALL NOT ACCEPT SUBSCRIPTIONS FOR, OR SELL UNITS TO, ANY PERSONS OR ENTITIES
WHO DO NOT QUALIFY AS "ACCREDITED INVESTORS," AS SUCH TERM IS DEFINED IN RULE
501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT").
(D)
THE OFFERING WILL BE MADE BY THE COMPANY SOLELY PURSUANT TO THE
EXECUTIVE SUMMARY AND THE COMMISSION DOCUMENTS IN ACCORDANCE WITH SECTION 4(B)
OF THIS AGREEMENT.
THE EXECUTIVE SUMMARY, AT ALL TIMES, WILL BE IN FORM AND
SUBSTANCE REASONABLY
acceptable to the Placement Agent and its counsel and contain such legends and
other information as the Placement Agent and its counsel may, from time to time,
deem necessary and desirable to be set forth therein.
"Executive Summary" as
used in this Agreement means the Company's Confidential Executive Summary, dated
September 2003, inclusive of all exhibits, and all amendments, supplements and
attachments thereto.
Unless otherwise defined, each term used in this Agreement
will have the same meaning as set forth in the Executive Summary.
(E)
AS MORE PARTICULARLY DESCRIBED IN THAT CERTAIN SECURITIES