EXHIBIT 10.56
-------------
December 2, 1999
Xxxxxxxxxxx & Xxxxxxxx LLP
00 Xxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Re: Homegrown Holdings, Inc. - Annie's Homegrown, Inc. Escrow
---------------------------------------------------------
Ladies and Gentlemen:
In connection with the closing today of the Investment and Stock
Purchase Agreement ("Investment Agreement") by and between Homegrown Holdings
Corp. ("Holdings") and Annie's Homegrown, Inc. ("Annie's"), Annie's is
depositing with you a fully executed Note and Warrant, each as defined in the
"Investment Agreement," to be held by you in escrow pursuant to the terms of
this escrow agreement. You are authorized to date and release the Note and
Warrant to the escrow agent identified in the Pledge and Escrow Agreement dated
the date hereof between Holdings, Xxx X. Xxxxxx and Xxxxxx X. Xxxxxx, on behalf
of Holdings and subject to such Pledge and Escrow Agreement, upon receipt by you
of notice that Annie's has received $1,000,000 of the Investment designated for
purchase of the Note and the escrow will be terminated. Under the Investment
Agreement, Holdings is obligated to deliver $1,000,000 to Annie's on or before
April 30, 2000, unless Annie's is then insolvent or bankrupt. Unless Holdings
and Annie's agree to an extension of the April 30, 2000 date, or provide other
joint written instructions to you, prior to May 1, 2000, you may destroy the
Note and Warrant on May 1, 2000 and the escrow will be terminated.
Any variation from these instructions must be in a writing signed by
both Holdings and Annie's, or by order of an arbitrator jointly selected by
Holdings and Annie's, or by a court of competent jurisdiction. You may act upon
any document believed by you to be genuine and purported to be signed by the
proper parties, and to rely on the truth of the statements contained therein,
and will incur no liability in so acting. As escrow agent, you are acting as a
depository only and are not a party to or bound by any agreement or undertaking
between Holdings and Annie's, and your duties are limited to those specifically
stated herein. You shall not be liable for any error of judgement or any act
done or omitted in good faith. In the event of a disagreement or adverse claims
by Holdings and Annie's, you shall be entitled to continue, without liability,
to refrain and refuse to act until instructions are received in a writing signed
by both Holdings and Annie's, or until you receive written instructions from an
arbitrator jointly selected by Holdings and Annie's, or until you receive an
order of a court of competent jurisdiction. You shall not receive any
compensation for acting in the capacity of escrow agent, provided, however, that
nothing in this escrow agreement shall prevent you from rendering legal services
to either Holdings or Annie's and from receiving compensation therefor. This
escrow agreement shall be governed by the laws of the Commonwealth of
Massachusetts.
[SIGNATURES FOLLOW]
HOMEGROWN HOLDINGS ANNIE'S XXXXXXXXXXX & XXXXXXXX LLP,
CORP. HOMEGROWN, INC. as Escrow Agent
By:/s/ Xxxxxxxxxxx &
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxxx Xxxxxxxx LLP
---------------- ------------------- ------------------------
