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EXHIBIT 99(B)
ESCROW AGREEMENT
AGREEMENT dated March __, 1997, among Xxxxxxx Financial, L.L.C.
("Optionee"), the persons listed on the Signature Page hereof (the "Grantors"),
and Corporate Stock Transfer ("Escrowee").
1. OPTIONS. Grantors have granted to optionee the right and option to
purchase up to 2,000,000 shares of the Common Stock of American HealthChoice,
Inc., a New York corporation (the "Company"), pursuant to the term of the Option
Agreement attached hereto as Exhibit A.
2. CREATION OF ESCROW. Pursuant to the requirements of Section 7 of the
Option Agreement, the Grantors hereby create an escrow account with Escrowee and
have deposited the Shares, together with stock power signed in blank.
3. ESCROWEE DUTIES. Escrowee agrees to hold the Securities in escrow and
release them to Grantors or Optionee, as the case may be, upon exercise of their
rights under the Option Agreement. Escrowee will receive any dividends or other
property distributed with respect the Shares prior to the exercise of the
Options and remit same to Grantors promptly. In case of any dispute as to the
right or obligation to have the Shares reissued, Escrowee may tender the Shares
into a court of competent jurisdiction in an interpleader action. Escrowee shall
have no liability for any action or inaction taken by it unless the Escrowee
shall be found liable for gross negligence or willful misconduct.
4. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties and supersedes all prior agreements and understandings, oral
and written, among the parties with respect to the subject matter hereof, and
the parties are not bound by any agreements, understandings, or conditions other
than as expressly set forth herein.
(b) ASSIGNMENT AND BINDING EFFECT. This Agreement may not be assigned by
any party hereto without the prior written consent of the other parties. All of
the terms and provisions of this
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Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective parties hereto.
(c) WAIVERS. The failure of any party to act to enforce rights hereunder
shall not be deemed a waiver and shall not preclude enforcement of any rights
hereunder. No waiver of any term or provision of this Agreement on the part of a
party shall be effective for any purpose whatsoever unless such waiver is in
writing and signed by such party.
(d) GOVERNING LAW. This Agreement shall be governed by, interpreted, and
enforced in accordance with the laws of the State of Texas, without regard to
the principles of conflicts of laws.
(e) NO BENEFIT TO OTHERS. The representations, warranties, covenants,
and agreements contained in this Agreement are for the sole benefit of the
parties hereto and their respective successors, permitted assigns, heirs,
executors, administrators, and legal representatives, and shall not be construed
as conferring and are not intended to confer any rights on any other persons.
(f) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, all of which together
shall constitute one and the same instrument. Facsimile signatures shall be
deemed to be original signatures of all purposes.
EXECUTED the date first above written.
XXXXXXX FINANCIAL ASSOCIATES, L.L.C.
By: /s/ XXXXXXX XXXXXXX
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CORPORATE STOCK TRANSFER
By: /s/ XXXX XXXXXXXXXX
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SIGNATURE PAGE FOR GRANTORS
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