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EXHIBIT 10.7
ESCROW AGREEMENT
This Escrow Agreement, dated as of April 17, 1997 (the "Closing
Date"), is entered into by and among Packaged Ice, Inc., a Texas corporation
("Parent"), Packaged Ice Southwestern, Inc., a Texas corporation ("Newco"), and
Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx and Xxxx Xxxxxxxxx (collectively, the
"Shareholders") and Texas Commerce Bank National Association, as escrow agent
("Escrow Agent").
This is the Escrow Agreement referred to both in the Agreement and
Plan of Merger by and among Parent, Newco, Southwestern Ice, Inc. and the
Shareholders dated March 25, 1997 (the "Merger Agreement"). Capitalized
terms used in this Escrow Agreement without definition shall have the
respective meanings given to them in the Merger Agreement.
The parties, intending to be legally bound, hereby agree as follows:
1. ESTABLISHMENT OF ESCROW
(a) Parent is depositing with Escrow Agent 60,000 shares of the $.01
par value common stock of Packaged Ice, Inc. ("Common Stock") and an amount
equal to $350,000 in immediately available funds, as increased by any earnings
thereon or losses on investments (such funds and Common Stock being the "Escrow
Fund"), for purpose of providing for indemnification claims under Section 10.2
and 10.3 of the Merger Agreement. Escrow Agent acknowledges receipt thereof.
(b) Escrow Agent hereby agrees to act as escrow agent and to hold,
safeguard and disburse the Escrow Fund pursuant to the terms and conditions
hereof.
2. INVESTMENT OF FUNDS
Except as Parent and Shareholders may from time to time jointly
instruct Escrow Agent in writing, the cash portion of the Escrow Fund shall be
invested from time to time, to the extent possible, in a money market mutual
fund, including any such fund for which the Escrow Agent, or any affiliate
thereof, receives compensation with respect to such investment, until
disbursement of the entire Escrow Fund. Escrow Agent is authorized to
liquidate in accordance with its customary procedures any portion of the Escrow
Fund (other than shares of Packaged Ice, Inc. Common Stock) consisting of
investments to provide for payments required to be made under this Escrow
Agreement Agreement.
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3. CLAIMS
(a) From time to time on or before April 16, 1998, Parent may give
notice (a "Notice") to Shareholders and Escrow Agent specifying in reasonable
detail the nature and dollar amount of any claim (a "Claim") for Damages it may
have under Section 10 of the Merger Agreement. If Shareholders give notice to
Parent and Escrow Agent disputing any Claim (a "Counter Notice") within 30 days
following receipt by Escrow Agent of the Notice regarding such Claim, such
Claim shall be resolved as provided in Section 3(c) of this Escrow Agreement.
If no Counter Notice is received by Escrow Agent within such 30-day period,
then the dollar amount of damages claimed by Parent as set forth in its Notice
shall be deemed established for purposes of this Escrow Agreement and the
Merger Agreements and, at the end of such 30-day period, Escrow Agent shall pay
to Parent the dollar amount claimed in the Notice from (and only to the extent
of) the Escrow Fund. Escrow Agent shall not inquire into or consider whether a
Claim complies with the requirements of the Merger Agreements.
(b) If a Counter Notice is given with respect to a claim, Escrow
Agent shall make payment with respect thereto only in accordance with (i) joint
written instructions of Parent and Shareholders (ii) an arbitrator's award or
(iii) a final non-appealable order of a court of competent jurisdiction. Any
award or court order shall be accompanied by a legal opinion by counsel for the
presenting party satisfactory to Escrow Agent to the effect that award or the
order is final and non-appealable. Escrow Agent shall act on such court order
and legal opinion without further question.
(c) If the Escrow Fund consists of Common Stock, then for purposes
of this Agreement such stock shall be valued at $10.00 per share.
(d) If Parent is entitled to receive payment out of the Escrow Fund,
Shareholders shall have the right to contribute cash to the Escrow Fund to
cover such payment and to withdraw Common Stock equal in value to the cash
contributed.
4. CASH DIVIDENDS AND VOTING RIGHTS
Each Shareholder in whose name shares of Common Stock held as part of
the Escrow Fund are registered shall receive all cash dividends declared and
paid on such shares throughout the period such shares are held in Escrow in the
same manner as any other shareholder of Parent which dividends shall at no time
be a part of the Escrow. Each Shareholder shall retain all voting rights with
respect to his shares during the Escrow.
5. TERMINATION OF ESCROW
On April 17, 1998, Escrow Agent shall pay and distribute the amount
then present in the Escrow Fund pro rata to each of the Shareholders, unless
any Claims are then pending, in which case an amount equal to the aggregate
dollar amount of such Claims (as shown in the Notices of such Claims) shall be
retained by Escrow Agent in the Escrow Fund (and the balance paid and/or
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distributed to Shareholders) until satisfactory resolution of such Claim in
accordance with Section 4(b) above. This Escrow Agreement shall terminate upon
the occurrence of the earlier of (a) agreement on the part of Parent and (b)
payment by the Escrow Agent of all of the Escrow Fund in accordance with this
Escrow Agreement. Notwithstanding any termination of this Escrow Agreement,
the provisions of Sections 9, 10, 11, 12, 15 and 20 shall survive such
termination and remain in full force and effect.
6. ACCOUNT STATEMENTS
Receipt of the Escrow Fund and investment and reinvestment of the cash
portion of the Escrow Fund shall be confirmed by Escrow Agent as soon as
practicable by account statement, and any discrepancies in any such account
statement shall be noted by Parent and Representative (defined in Section 22)
to Escrow Agent within 30 calendar days after receipt thereof. Failure to
inform Escrow Agent in writing of any discrepancies in any such account
statement within such 30 day period shall be conclusively deemed confirmation
of such account statement in its entirety. For purposes of this Section 6,
each account statement shall be deemed to have been received by the party to
whom directed on the earlier to occur of (i) actual receipt thereof and (ii)
three "Business Days" (hereinafter defined) after the deposit thereof in the
United States Mail, postage prepaid. The term "Business Day" shall mean any day
of the year, excluding Saturday, Sunday and any other day on which national
banks are required or authorized to close in San Antonio, Texas.
7. TAX MATTERS
Parent and Representative shall provide Escrow Agent with its taxpayer
identification number documented by an appropriate Form W8 or Form W9 upon
execution of this Escrow Agreement. Failure to so provide such forms may
prevent or delay disbursements from the Escrow Fund and may also result in the
assessment of a penalty and Escrow Agent's being required to withhold tax on
any interest or other income earned on the Escrow Fund. Any payments of income
shall be subject to applicable withholding regulations then in force in the
United States or any other jurisdiction, as applicable.
8. SCOPE OF UNDERTAKING.
Escrow Agent's duties and responsibilities in connection with this
Escrow Agreement shall be purely ministerial and shall be limited to those
expressly set forth in this Escrow Agreement. Escrow Agent shall have no
responsibility or obligation of any kind in connection with this Escrow
Agreement or the Escrow Fund and shall not be required to deliver the Escrow
Fund or any part thereof or take any action with respect to any matters that
might arise in connection therewith, other than to receive, hold, invest,
reinvest and deliver the Escrow Fund as herein provided. Without limiting the
generality of the foregoing, it is hereby expressly agreed and stipulated by
the parties hereto the Escrow Agent shall not be required to exercise any
discretion hereunder and shall have no investment or management responsibility
and, accordingly, shall have no duty to, or liability for its failure to,
provide investment recommendations or investment advice to the Parent,
Shareholders
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or Representative or any of them. Escrow Agent shall not be liable for any
error in judgment, any act or omission, any mistake of law or fact, or for
anything it may do or refrain from doing in connection herewith, except for,
subject to Section 9 hereinbelow, its own willful misconduct, bad faith or
gross negligence. It is the intention of the parties hereto that Escrow Agent
shall never be required to use, advance or risk its own funds or otherwise
incur financial liability in the performance of any of its duties or the
exercise of any of its rights and powers hereunder.
9. RELIANCE; LIABILITY
Escrow Agent may rely on, and shall not be liable for acting or
refraining from acting in accordance with, any written notice, instruction or
request or other paper furnished to it hereunder or pursuant hereto and
believed by it to have been signed or presented by the proper party or parties.
Escrow Agent shall be responsible for holding, investing, reinvesting and
disbursing the Escrow Fund pursuant to this Escrow Agreement; provided,
however, that Escrow Agent shall have no liability for any loss arising from
any cause beyond its control, including, but no limited to, the following: (a)
acts of God, force majeure, including, without limitation, war (whether or not
declared or existing), revolution, insurrection, riot, civil commotion,
accident, fire, explosion, stoppage of labor, strikes and other differences
with employees; (b) the act, failure or neglect of any Parent, Shareholder or
Representative of or any agent or correspondent of any of them; (c) any delay,
error, omission or default of any mail, courier, telegraph, cable or wireless
agency or separator; or (d) the acts or edicts of any government or
governmental agency or other group or entity exercising governmental powers.
Escrow Agent is not responsible or liable in any manner whatsoever for the
sufficiency, correctness, genuineness or validity of the subject matter of this
Escrow Agreement or any part hereof or for the transactions requiring or
underlying the execution of this Escrow Agreement, the form or execution hereof
or for the identity or authority of any person executing the Escrow Agreement
on behalf of the Parent, Shareholder and Representative or depositing the
Escrow Fund.
10. RIGHT OF INTERPLEADER
Subject to Section 20 hereof and without waiving the same, should any
controversy arise involving the parties hereto or any of them or any other
person, firm or entity and such controversy results in claims and demands
having made by them, or any of them in connection with or for any part of the
Escrow Fund, or should a substitute escrow agent fail to be designated as
provided in Section 16 hereof, Escrow Agent shall have the right, but not the
obligation, either to (a) withhold delivery of the Escrow Fund until the
controversy is resolved or the conflicting demands are withdrawn or (b)
institute a petition for interpleader in any court of competent jurisdiction to
determine the rights of the parties hereto. The parties hereto agree that to
the extent such controversy is between the Parent and Shareholders, such
controversy shall be resolved in accordance with Section 20 and the parties
hereto shall take such actions as may be necessary to cause the court in which
such petition for interpleader has been filed to recognize and enforce the
arbitrator's award. In the event Escrow Agent is a party to any dispute,
Escrow Agent shall have the additional right to refer such controversy to
binding arbitration. Should a petition for interpleader be instituted, or
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should Escrow Agent be threatened with litigation or become involved in
litigation or binding arbitration in any manner whatsoever in connection with
this Escrow Agreement or the Escrow Fund, Parent and Shareholders hereby
jointly and severally agree to reimburse Escrow Agent for its reasonable
attorney's fees and any and all other reasonable expenses, losses, costs and
damages incurred by Escrow Agent in connection with or resulting from such
threatened or actual litigation or arbitration except to the extent arising out
of the Escrow Agent's willful misconduct, bad faith or gross negligence.
11. INDEMNIFICATION
Parent and Shareholders hereby jointly and severally indemnify Escrow
Agent, its officers, directors, partners, employees and agents (each herein
called an "Indemnified Party") against, and hold each Indemnified Party
harmless from, any and all expenses, including, without limitation, attorney's
fees and court costs, losses, costs, damages and claims, including, but not
limited to, costs of investigation, litigation and arbitration, tax liability
and loss on investments suffered or incurred by any Indemnified Party in
connection with or arising from or out of this Escrow Agreement, except such
acts or omissions as may result from the willful misconduct, bad faith or gross
negligence of such Indemnified Party. IT IS THE EXPRESS INTENT OF EACH OF
PARENT AND SHAREHOLDERS TO INDEMNIFY EACH OF THE INDEMNIFIED PARTIES FOR, AND
HOLD THEM HARMLESS AGAINST, THEIR OWN NEGLIGENT ACTS OR OMISSION TO THE EXTENT
PERMITTED BY APPLICABLE LAW.
12. COMPENSATION AND REIMBURSEMENT OF EXPENSES
Parent and Shareholders hereby agree, jointly and severally, (i) to
pay Escrow Agent for its services hereunder in accordance with the fee schedule
attached hereto as Exhibit A and (ii) to pay all reasonable expenses incurred
by Escrow Agent in connection with the performance of its duties and
enforcement of its rights hereunder and otherwise in connection with the
preparation, operation, administration and enforcement of this Escrow
Agreement, including, without limitation, reasonable attorney's fees, brokerage
costs and related expenses incurred by Escrow Agent. No increase in the rate
of any fee charged by the Escrow Agent shall be valid hereunder unless
previously approved in writing by Parent and Representative. The fee of $1,500
for the initial one year period shall be paid to the Escrow Agent, one-half
(1/2) by Shareholders and one-half (1/2) by Parent upon execution of this
Escrow Agreement. As between Parent and Shareholders, any such compensation
and reimbursement to which Escrow Agent is entitled shall be borne 50% by
Parent and 50% by Shareholders.
13. NOTICES
Any notice or other communication required or permitted to be given
under this Escrow Agreement by any party hereto to any other party hereto shall
be considered as properly given if in writing and (a) delivered against receipt
therefor, (b) mailed by registered or certified mail, return
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receipt requested and postage prepaid of (c) sent by facsimile, in each case to
the address or facsimile number, as the case may be, set forth below:
If to Parent: Packaged Ice, Inc.
Attention: President
0000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
with a copy to: Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P.
Attention: Xxxx Xxxxxxxxxx, P.C.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
If to Shareholders and/or x/x Xxxxxx X. Xxxxxx
Xxxxxxxxxxxxxx: 00000 Via Xxxxx Xxxxx
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
with a copy to: Xxxx, Forward, Xxxxxxxx and Scripps
Attention: Xxxxxx Xxxxxxxx, Esq.
000 Xxxx Xxxxxxxx, Xxxxx 0000
Xxx Xxxxx, Xxxxxxxxxx 00000
Facsimile No.: (000) 000-0000
If to the Company: Southwestern Ice, Inc.
Attention: Xxxx X. Xxxxxxx, Chief Financial Officer
0000 Xxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
Facsimile No. (000) 000-0000
Escrow Agent: Texas Commerce Bank, N.A.
000 Xxxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Corporate Trust/Escrow Section
Attention: Xxxxx Xxxxxxxx
Facsimile No.: (000)000-0000
Except to the extent otherwise provided in Section 6 hereinabove delivery of
any communication given in accordance herewith shall be effective only upon
actual receipt thereof by the party or parties to whom such communication is
directed. Any party to this Escrow Agreement may change
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the address to which communications hereunder are to be directed by giving
written notice to the other party or parties hereto in the manner provided in
this section. Notwithstanding the foregoing, any notice hereunder delivered to
Representative with respect to a Claim shall only be given in accordance with
clauses (a) and (b) above, and notice to Representative by facsimile with
respect to a Claim shall not be deemed given for purposes of this Escrow
Agreement.
14. CONSULTATION WITH LEGAL COUNSEL
Escrow Agent may consult with its counsel or other counsel
satisfactory to it concerning any question relating to its duties or
responsibilities hereunder or otherwise in connection herewith and shall not be
liable for any action taken, suffered or omitted by it in good faith upon the
advice of such counsel.
15. CHOICE OF LAW; CUMULATIVE RIGHTS
This Escrow Agreement shall be construed under, and governed by, the
laws of the State of Texas, excluding, however, (a) its choice of law rules and
(b) the portions of the Texas Trust Code Sec. 111.001, et. seq. of the Texas
Property code concerning fiduciary duties and liabilities of trustees. All of
Escrow Agent's rights hereunder are cumulative of any other rights it may have
at law, in equity or otherwise. Subject to Section 20 hereof and without
waiving the same, the parties hereto agree that the forum for resolution of any
dispute arising under this Escrow Agreement shall be Bexar County, Texas, and
each of Parent, Shareholders and Representative hereby consents, and submits
itself, to the jurisdiction on any state or federal court sitting in Bexar
County, Texas.
16. RESIGNATION
The Escrow Agent may removed at any time with the written consent of
Parent and Representative. Escrow Agent may resign hereunder upon thirty (30)
days' prior notice to the Parent and Representative. If the Escrow Agent
shall resign or be removed, Parent and Representative shall appoint, as soon as
possible, a successor escrow agent. Upon the effective date of such
resignation or removal, Escrow Agent shall deliver the Escrow Fund to any
substitute escrow agent designated by Parent and Representative in writing.
Any successor escrow agent shall be deemed to have accepted the
responsibilities hereunder upon execution of this Escrow Agreement and delivery
of such executed document to Parent and Representative. If Parent and
Representative fail to designate a substitute escrow agent within thirty (30)
days after the giving of such notice, Escrow Agent may institute a petition for
interpleader. Escrow Agent's sole responsibility after such 30-day notice
period expires shall be to hold the Escrow Fund (without any obligation to
reinvest the same) and to deliver the same to a designated substitute escrow
agent, if any, or in accordance with the directions of a final order or
judgment of a court of competent jurisdiction, at which time of delivery Escrow
Agent's obligations hereunder shall cease and terminate.
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17. ASSIGNMENT
This Escrow Agreement shall not be assigned by either of the Other
Parties without the prior written consent of Escrow Agent (such assigns of any
of Parent, Shareholders or Representative to which Escrow Agent consents, if
any, and Escrow Agent's assigns being hereinafter referred to collectively as
"Permitted Assigns').
18. SEVERABILITY
If one or more of the provisions hereof shall for any reason be held
to be invalid, illegal or unenforceable in any respect under applicable law,
such invalidity, illegality or unenforceability shall not affect any other
provisions hereof, and this Escrow Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein,
and the remaining provisions hereof shall be given full force and effect.
19. GENERAL
The section headings contained in this Escrow Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Escrow Agreement. This Escrow Agreement and any
affidavit, certificate, instrument, agreement or other document required to be
provided hereunder may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
but one and the same instrument. Unless the context shall otherwise required,
the singular shall include the plural and vice-versa, and each pronoun in any
gender shall include all other genders. The terms and provisions of this
Escrow Agreement constitute the entire agreement among the parties hereto in
respect of the subject matter hereof, and neither Parent, Shareholders,
Representative nor Escrow Agent has relied on any representations or agreements
of the other, except as specifically set forth in this Escrow Agreement or,
with respect to the Parent and Shareholders, the Merger Agreements. This
Escrow Agreement or any provision hereof may be amended, modified, waived or
terminated only by written instrument duly signed by the parties hereto. This
Escrow Agreement shall inure to the benefit of, and be binding upon, the
parties hereto and their respective heirs, devisees, executor, administrators,
personal representatives, successors, trustees, receivers and Permitted
Assigns. This Escrow Agreement is for the sole and exclusive benefit of
Parent, Shareholders, Representative and the Escrow Agent, and nothing in this
Escrow Agreement, express or implied, is intended to confer or shall be
construed as conferring upon any other person any rights, remedies or any other
type or types of benefits.
20. ARBITRATION
All disputes hereunder between or among any of the Shareholders,
Parent, and/or Newco shall be settled in accordance with Section 11.5 of the
Merger Agreements.
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21. WAIVER
The rights and remedies of the parties to this Escrow Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party
in exercising any right, power, or privilege under this Escrow Agreement or the
documents referred to in this Escrow Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such
right, power, or privilege will preclude any other or further exercise of such
right, power, or privilege or the exercise of any other right, power, or
privilege. To the maximum extent permitted by applicable law, (a) no claim or
right arising out of this Escrow Agreement or the documents referred to in
this Escrow Agreement can be discharged by one party, in whole or in part, by a
waiver or renunciation of the claim or right unless in writing signed by the
other party; (b) no waiver that may be given by a party will be applicable
except in the specific instance for which it is given; and (c) no notice to or
demand on one party will be deemed to be a waiver of any obligation of such
party or of the right of the party giving such notice or demand to take further
action without notice or demand as provided in this Escrow Agreement or the
documents referred to in this Escrow Agreement.
22. REPRESENTATIVE
(a) The Shareholders shall act through the Representative, who
shall be deemed authorized to act on behalf of all of the Shareholders in the
manner set forth in this Section 22. The Shareholders have selected Xxxxxx X.
Xxxxxx as their initial Representative.
(b) A Representative may resign at any time effective upon giving
written notice to each of the parties hereto. The Shareholders may at any time
remove a Representative by giving ten days' written notice to him. If a
Representative shall resign or be removed, the Shareholders may by written
election appoint any number of successor Representatives and shall so appoint
a successor if the Representative in question was the only Representative in
office. The Representative shall promptly notify Parent in writing of the
resignation or removal of any Representative and of the appointment of any
successor Representative.
(c) With respect to matters involving the Shareholders, Parent and
Escrow Agent shall rely conclusively upon any written instruction of a
Representative. Parent and Escrow Agent shall rely conclusively on the
authority of a Representative designated herein or by the Shareholders until
Parent and Escrow Agent receive a written instruction naming another person as
Representative to succeed to that position in the place of the existing
Representative, which instruction shall be signed by the Shareholders.
(d) The Representative may take any action on behalf of the
Shareholders which it deems appropriate to take with respect to any claim for
Damages ("Claim") received by it pursuant to Section 10 of the Merger
Agreement.
(e) The Representative may on behalf of the Shareholders, at any
time and without regard to whether or not proceedings for the resolution or
determination thereof have commenced, agree
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upon, resolve, settle, or compromise any Claim under Section 10 or 11.5 of the
Merger Agreement in the sole and absolute discretion of the Representative.
(f) The Representative may on behalf of the Shareholders, in its
sole and absolute discretion, pursue, elect not to pursue, or terminate the
pursuit of any Claim or issue under Section 10 or 11.5 of the Merger Agreement,
including the conduct of arbitration of an litigation of third party claims, as
provided herein and in the Agreement.
(g) Under no circumstances shall the Representative be liable to
any Shareholder for any act it may take in its capacity as Representative, or
for the failure to take any action, or for the actions of any Shareholder, or
for any damage, loss or expense suffered or incurred resulting from the
exercise of the Representative's sole and absolute discretion in acting
hereunder, except only for acts of gross negligence, bad faith or willful
misconduct.
(h) The Representative shall be and hereby is authorized to retain
counsel, accountants, or other professional assistants to assist in determining
the validity of claims or in otherwise acting hereunder as a Representative.
Any such expenses shall be borne by the Shareholders and may be taken from the
proceeds of the Escrow Fund to be delivered to such Shareholders.
(i) The Representative shall not be liable for any expense
incurred on behalf of the Shareholders or any of them in protesting, analyzing,
resisting, arbitrating, litigating, negotiating with respect to, or defending
any claim made in connection with this Agreement, or for any amounts otherwise
expended in acting hereunder.
(j) On demand by the Representative, each Shareholder shall
contribute all sums demanded to pay the fees and expense incurred by the
Representative on behalf of the Shareholders in acting hereunder. The amount
due from each Shareholder from time to time shall be determined by talking the
product of (x) the total fees and expenses incurred multiplied by (y) the
quotient of: (v) the amount of the Acquisition Price received by such
Shareholder divided by (w) the Acquisition Price.
(k) The Representative shall keep the Shareholders reasonably
informed of actions taken by it in acting hereunder.
(SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.
PACKAGED ICE, INC.
By:
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Xxxxx X. Xxxxxx, President
REPRESENTATIVE:
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Xxxxxx X. Xxxxxx
SHAREHOLDERS:
----------------------------------------
Xxxx Xxxxxxxxx
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Xxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxx
ESCROW AGENT:
Texas Commerce Bank National Association
By:
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Name:
----------------------------------
Title:
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ESCROW AGREEMENT
BETWEEN PACKAGED ICE, INC.,
PACKAGED ICE SOUTHWESTERN, INC.,
XXXXXXX, XXXXXX & XXXXXXXXX ("SHAREHOLDERS"),
AND ESCROW AGENT
ANNEX 1
PACKAGED ICE, INC.
STOCK CERTIFICATES HELD IN ESCROW
CERT. NO. NO. OF SHARES DATE ISSUED TO:
--------- ------------- ---- ----------
146 2,866 04/17/97 Xxxxxx X. Xxxxxx
153 25,794 04/17/97 Xxxxxx X. Xxxxxx
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Total: 28,660
147 1,587 04/17/97 Xxxx X. Xxxxxxxxx
154 14,283 04/17/97 Xxxx X. Xxxxxxxxx
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Total: 15,870
148 1,547 04/17/97 Xxxx X. Xxxxxxx
155 13,923 04/17/97 Xxxx X. Xxxxxxx
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Total: 15,470
GRAND TOTAL: 60,000 SHARES
