ESCROW AGREEMENT
This Escrow Agreement is entered into this 7 day of October, 1998, by and
between Accord Advanced Technologies, Inc., a Nevada corporation, (the
"Company"), Xxxxx, XxXxx & Xxxxxxx, P.C., Attorneys at Law ("Escrow Agent") and
Nismic Sales Corp., a New York corporation, ("Investor").
WHEREAS on October 6, 1998, Investor entered into a Subscription Agreement and
Investment Representation of Investors ("Subscription Agreement") wherein it
agreed to purchase 250,000 shares of common stock of Company represented in the
form of certificates ("Certificates") pursuant to Regulation D, Section 504; and
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, together with other valuable consideration for the purchase of the
common stock, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Escrow Agent agrees to hold the Certificates representing the
250,000 shares purchased by Investor, at its offices located at 0000 Xxxxx
Xxxxxxx Xxxxxx, Xxxxx X000, Xxxxxxx, Xxxxxxx, 00000 until twelve (12) months
from the date of issuance of the Certificates, or until it received further
written instructions regarding the disposition of the certificates. Any written
instructions to Escrow Agent to deliver or transfer the certificates shall not
be valid unless it is in writing and signed by an authorized representative of
Company and Investor.
2. Investor agrees to place the Certificates in the custody of the
Escrow Agent and further agrees not to sell, make any attempt to sell, or make
any representations that said shares can be sold until the Certificates are
released to the Investor as provided for in this Agreement.
3. Upon the expiration of this Agreement Escrow Agent shall deliver the
shares to the investor, or its agent as directed by the Investor.
4. Amendment. This Agreement may be modified or amended only by a
written instrument executed by the parties hereto.
5.Term. This Agreement shall be effective until the expiration of
twelve (12) months from the date of issuance of the Certificates unless Company
and Investor advise Escrow Agent in writing 30 days prior to the expiration of
the Agreement to renew the Agreement.
6. Modification. If any term or provision contained in this Agreement
is hereafter found to be invalid or unenforceable under any rule, law,
regulation or order, this
Agreement shall be deemed modified accordingly and the remaining terms
and provisions of this Agreement shall not be affected thereby and shall
continue in full force and effect.
7. Applicable Law and Venue. This Agreement shall be construed in
accordance with the laws of the State of Arizona, and it is stipulated that
venue shall be proper in Maricopa County, Arizona.
8. Survival of Obligations. Except as otherwise provided, any
obligations and duties which by their nature extend beyond the expiration or
termination of this Agreement shall survive the expiration or termination of
this Agreement.
9. Entire Agreement. This Agreement supersedes all other discussions,
representations and agreements, whether written or oral, between Company and
Investor relating to its subject matter. This Agreement constitutes and
expresses the whole agreement between the parties and there are not other
understandings or agreements, written or oral, which modify or purport to modify
this Agreement.
10. Non-Waiver. No delay or failure by either party to exercise any
right under this Agreement, and no partial or single exercises of that right,
shall constitute a waiver of that or any other right.
11.Binding Effect. The provisions of this Agreement shall be binding
upon and inure to the benefit of each of the parties to this Agreement and their
respective successors and assigns.
12. Severability. In the event any provision of this Agreement shall be
deemed to be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
13. Assignment. Assignment of this Agreement is prohibited without the
express written consent of the parties.
14. Headings and Titles. Headings and titles are for reference purposes
only.
15. Attorney fees and costs. In the event either party is required to
hire an attorney to enforce any provision of this Agreement, the prevailing
party shall be entitled to its reasonable attorneys, fees and cost, which shall
include the cost and attorney's fees associated with any settlement or
arbitration, as well as any formal litigation.
IN WITNESS WHEREOF, this Escrow Agreement was duly executed on the day
first written above.
Nismic Sales Corp. Accord Advanced Technologies, Inc.
By: /s/ Signature Illegible By: /s/ Xxxxxx Xxxxxx
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Title: President Xxxxxx Xxxxxx
Title: President
Escrow Agent
Xxxxx, XxXxx & Xxxxxxx
By: /s/ Signature Illegible
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