ESCROW AGREEMENT
ESCROW AGREEMENT ("Escrow Agreement") dated as of April 7, 2003 between and
among Xxxxxx Xxxxxx ("Selling Agent"), Xxxxxx X. Xxxxxxx, Esq., ("Purchasers
Attorney and Agent") and Xxxxxxx Xxxxxx, Esq. ("Escrow Agent").
WHEREAS:
A. Certain Shareholders of Xxxx Xxxxx Resources Inc. ("Xxxx Xxxxx") have
agreed to sell 6,000,000 shares ("Shares") of Xxxx Xxxxx;
B. The Shares are to be delivered to Escrow Agent, who is to hold and
administer the shares in accordance with the terms and conditions of this Escrow
Agreement; and
C. US$26,019.22 is to be deposited into the Escrow Agent's trust account
for disbursement according to Exhibit "A" hereto.
NOW THEREFORE, in consideration of the respective premises, mutual
covenants and agreements of the parties hereto, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Appointment of Escrow Agent. Escrow Agent is hereby appointed as Escrow
Agent and Escrow Agent hereby accepts such appointment. Escrow Agent shall act
in accordance with the instructions set forth in this Escrow Agreement and any
further instructions given to it by written instrument signed by both the
Selling Agent and Purchasers Attorney and Agent.
2. Purchase of Shares. Commencing on or before the execution of this Escrow
Agreement, US$26,019.22 ("Escrow Funds") will be deposited with Escrow Agent for
the purpose of disbursing the Escrow Funds pursuant to Exhibit "A". Escrow Agent
is hereby irrevocably directed and authorized to pay the Escrow Funds in
accordance with Exhibit "A" within three days of receipt of the Shares properly
endorsed in street form, provided that Escrow Agent also receives a sworn
declaration from the Sellers and their Agent that no other claims of any nature
or description exist against the Company, Xxxx Xxxxx Resources, Inc. and further
receives confirmation of transferabililty of the shares deposited by Buyers
Attorney. The shares shall be immediately released to Sellers Attorney upon
receipt of funds.
3. Custody and Disposition of the Shares. The Escrow Agent shall hold and
dispose of the Shares and Escrow Funds only in accordance with the terms of this
Escrow Agreement.
4. Bankruptcy. In the event any proceeding under the Bankruptcy Laws of the
United States or any proceedings under any state laws for the protection of
debtors or creditors are filed, voluntarily or involuntarily, by or on behalf of
Xxxx Xxxxx, this Escrow shall terminate and the Shares and Escrow Funds shall be
returned by Escrow Agent.
5. Indemnification. Purchasers Attorney and Agent and the Selling Parties
Agent, individually and collectively, their successors and assigns, agree,
jointly and severally to indemnify, defend and hold harmless the Escrow Agent
from and against any and all costs (including, without limitation, all legal
fees and any related expenses), liabilities, claims and losses arising out of or
in connection with this Escrow Agreement or any action or failure to act by the
Escrow Agent under this Escrow Agreement, except as provided in paragraph 6
below.
6. Concerning the Escrow Agent. To induce the Escrow Agent to act
hereunder, it is further agreed by the undersigned that:
(a) This Escrow Agreement expressly sets forth all the duties of the Escrow
Agent with respect to any and all matters pertinent hereto. No implied duties or
obligations on the part of the Escrow Agent shall be read into this Escrow
Agreement. The Escrow Agent shall not be bound by the provisions of any
agreement among the other parties hereto except this Escrow Agreement.
(b) The Escrow Agent shall not be liable for any action or failure to act
in its capacity as Escrow Agent hereunder unless such action or failure to act
shall constitute willful misconduct on the part of the Escrow Agent, in which
case there shall be no indemnification obligations.
(c) The Escrow Agent shall be entitled to rely upon any order, judgment,
certification, demand, notice, instrument or other writing delivered to it
hereunder without being required to determine the authenticity or the
correctness of any fact stated therein or the propriety or validity of the
service thereof. The Escrow Agent may act in reliance upon any instrument or
signature believed by it to be genuine and may assume, unless he has actual
knowledge to the contrary, that any person purporting to give notice or receipt
or advice or make any statement or execute any document in connection with the
provisions hereof has been duly authorized to do so.
(d) The Escrow Agent may act pursuant to the advice of counsel with respect
to any matter relating to this Escrow Agreement and shall not be liable for any
action taken or omitted in accordance with such advice, except as provided in
paragraph 6(b) above.
(e) The Escrow Agent does not have any interest in the Shares or Escrow
Funds except as provided for herein for fees, as defined in the Agreement, or
any other property deposited hereunder but is serving as escrow holder only and
having only possession thereof, and is not charged with any duty or
responsibility to determine the validity or enforceability of any such
documents.
(f) The Escrow Agent (and any successor Escrow Agent) may at any time
resign as such by delivering the Shares and Escrow Funds to any successor Escrow
Agent, jointly designated by the other parties hereto in writing, or to any
court of competent jurisdiction, whereupon the Escrow Agent shall be discharged
of and from any and all further obligations arising in connection with this
Escrow Agreement thereafter. The resignation of the Escrow Agent will take
effect on the earlier of (a) the appointment of a successor (including a court
of competent jurisdiction) or (b) the day which is 30 days after the date of
delivery of its written notice of resignation to the other parties hereto. If at
that time the Escrow Agent has not received a designation of a successor Escrow
Agent, the Escrow Agent's sole responsibility after that time shall be to safe
keep the Shares and Escrow Funds and not make delivery or disposition thereof
until receipt of a designation of successor Escrow Agent or a joint written
disposition instruction by the other parties hereto or a final order of a court
of competent jurisdiction.
(g) In the event of any disagreement among the parties hereto resulting in
adverse claims or demands being made in connection with the Shares or Escrow
Funds, or in the event that the Escrow Agent otherwise determines that the
Shares and Escrow Funds should be retained, then the Escrow Agent may retain the
Shares and Escrow Funds until the Escrow Agent shall have received (i) a final
non-appealable order of a court of competent jurisdiction directing delivery of
the Shares and Escrow Funds, or (ii) a written agreement executed by the other
parties hereto directing delivery of the Shares and Escrow Funds, in which case
the Escrow Agent shall promptly deliver the Shares and Escrow Funds in
accordance with such order or agreement. Any court order referred to in (i)
above shall be accompanied by a legal opinion by counsel for the presenting
party reasonably satisfactory to the Escrow Agent to the effect that said court
order is final and non-appealable. The Escrow Agent shall act on such court
order and legal opinion without further question.
(h) This Escrow Agreement shall be binding upon and inure solely to the
benefit of the parties hereto and their respective successors (including
successors by way of merger) and assigns, heirs, administrators and
representatives and shall not be enforceable by or inure to the benefit of any
third party except as provided in paragraph (g) with respect to a resignation by
the Escrow Agent. Each entity signed represents and warrants that they have the
full power and authority to bind the entity and that Escrow Agent may rely upon
such representation without further inquiry.
7. Governing Law. This Escrow Agreement shall be governed in all respects
by the internal laws of the Province of British Columbia. The parties agree to
submit to the jurisdiction and venue of any local court in Vancouver, Canada
having subject matter jurisdiction over the matter. Service may be made by
certified mail, return receipt requested, to the parties at the addresses set
forth in paragraph 10 below, but the parties shall not be precluded from making
service in any other manner permitted by law.
8. Notices. All notices, requests, consents and other communications
hereunder shall be in writing, shall be delivered by hand or sent by Express
Mail, Fedex or some other reliable overnight courier service for next day
delivery. Each such notice or other communication shall for all purposes of this
Escrow Agreement be treated as effective or having been given when delivered if
delivered personally, or, if sent by overnight express mail service, 1 day after
the same has been deposited with the Postal Service, Fedex or the overnight
courier. All such notices must also be sent by facsimile on the same day to the
parties as follows:
If to the Selling Parties Attorney and Agent: Xxxxxx Xxxxxx
000-0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Fax: 000-000-0000
Email: xxxx@xxxxxxxxxxxxxx.xxx
-----------------------
And: xxxx@xxxx.xx
If to Purchasers Attorney and Agent: Xxxxxx X. Xxxxxxx, Esq. Attorney for
Purchasers
0000 Xxxxxxx 000, Xxxxx 000-000
Xxxxxxxxxx, Xxxxxxxx 00000
Fax: 000-000-0000
Email: xxxxxxxxxxxxxxx@xxxxx.xxx
If to Escrow Agent: Xxxxxxx Xxxxxx, Esq
000 Xxxxxx Xxxxxxxx
Xxxxxxxxx, XX
Fax: 000-000-0000
Email: xxxxxx@xxxxxxxxx.xxx
9. Counterparts. This Escrow Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have caused this Escrow Agreement to
be duly executed and delivered, as of the day and year first above written.
/s/ Xxxxxx X. Xxxxxxx
-------------------------------------------------
Xxxxxx X. Xxxxxxx, Purchasers Attorney and Agent
/s/ Xxxxxx Xxxxxx
-------------------------------------------------
Xxxxxx Xxxxxx, Selling Parties Agent
As to Escrow Only:
/d/ Xxxxxxx Xxxxxx
-------------------------------------------------
Xxxxxxx Xxxxxx, Escrow Agent
EXHIBIT `A'
Disbursement of Funds
1. $6,300.00, Xxxxxxxx, Xxxxxxxx and Strong
941 East 0000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Sum of $6,300.00 Attention Xxx Xxxxxxxx
2. $2,674.25, Nevada Agency & Trust Company
Xxxxx 000
00 Xxxx Xxxxxxx Xxxxxx
Xxxx, Xxxxxx, XXX, 00000 Attention: Mr. Xxxx Xxxxxx
3. $6,400.00, Xxxx Hethey
000 Xxxxxxx Xxxxxxxx
Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
4. $608.00, RCI Group Inc.
16th Floor
00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx XXX, 00000
5. 675.56, Corporate House Inc.
000 - 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0 Atn: Xx. Xxxx Xxxxx
6. $2,561.41, Pick N Save Marketing Inc.
000 - 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0 Atn: Xx. Xxxxxxx Hethey
7. $800.00, Xxxxxxx Xxxxxx
000 Xxxx 00xx Xxxxxx Xxxxx 000
Xxxxx Xxxxxxxxx, X.X. X0X 0X0
8. $5,500.00, Xxxxxxx Xxxxxx, for 5,500,000 Shares
9. $500.00, Xxxx Xxxxxx, for 500,000 Shares
10. $1,000.00 Xxxxxxx Xxxxxx, Esq. Escrow Agent fees
Total $26,019.22
