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Exhibit 7.3 Stock Escrow Agreement
3248
STOCK ESCROW AGREEMENT
THIS STOCK ESCROW AGREEMENT (the "Agreement") is entered into and effective
as of November 20, 1996 by and between EFM VENTURE GROUP, INC., a California
corporation ("EFM"), COMPLETE SECURITY SERVICE DEFINED BENEFITS PENSION TRUST
("CSS"), STOCKWORKS USA, INC. a Delaware corporation ("STOCKWORKS"), with EFM,
CSS and STOCKWORKS also being collectively referred to herein as the
"SHAREHOLDERS", XXXXX X. XXXXXXXX and his designees collectively referred to
herein as "XXXXXXXX", and HIGHTEC, INC., a Delaware corporation ("HIGHTEC" or
the "COMPANY") and XXXXXXX X. XXX, III, ESQ., ("ESCROW HOLDER").
1. RECITALS
This Agreement is entered into with reference to and in contemplation of the
following facts, circumstances and representations:
1. The SHAREHOLDERS will collectively own a total of 799,602
shares of the COMPANY's common stock (the "Shares") pursuant
to that certain "Stock Purchase and Escrow Agreement" between
the parties (the "Purchase Agreement") which is separate and
apart from this Agreement.
2. As an inducement for XXXXXXXX and the COMPANY to enter into
the Purchase Agreement, the SHAREHOLDERS have agreed to
deposit the Shares with the ESCROW HOLDER pursuant to the
terms and conditions of this Agreement.
2. ESCROW TERMS AND CONDITIONS
2.1 APPOINTMENT OF ESCROW HOLDER: The parties hereby appoint XXXXXXX X. XXX,
III, ESQ, of San Diego, California as the ESCROW HOLDER for this Agreement.
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2.2 DELIVERY OF SHARES: Upon execution of this Agreement, the SHAREHOLDERS
shall deliver to the ESCROW HOLDER the HIGHTEC share certificates representing
the Shares (the "Certificates") along with properly endorsed and signature
guaranteed stock powers.
2.3 CONDITION FOR DISPOSITION OF SHARES: The parties agree that the Shares
shall be retained and released by the ESCROW HOLDER pursuant to the following
conditions:
1. The Shares are to be held by the ESCROW HOLDER himself and are not
to be deposited with the Depository Trust Corporation or any broker-
dealer or any third party whatsoever.
2. The ESCROW HOLDER may release for sale a maximum of 26,654 of the
Shares for each SHAREHOLDER every ninety days (90) days (the "Sale
Period") commencing ninety (90) days from the close of escrow for
the Purchase Agreement.
3. The Shares to be released for sale shall be pursuant to receipt of
written confirmation by the ESCROW HOLDER from each SHAREHOLDER's
broker that such a sale has been transacted.
4. The sale and release of the Shares for each Sale Period shall be on
a cumulative basis with respect to any allowable but unsold Shares
in any Sale Period. Accordingly, any such unsold Shares may be
cumulated, released and sold in subsequent Sale Periods.
2.4 PAYMENT OF ESCROW FEES: The SHAREHOLDERS agree to pay all fees and
expenses charged and incurred by the ESCROW HOLDER for the preparation of this
Agreement and related documents and in carrying out his duties and obligations
pursuant to this Agreement.
2.5 OBLIGATIONS OF ESCROW HOLDER: The obligations of the ESCROW HOLDER shall
be governed by and subject to the following provisions and conditions:
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1. The ESCROW HOLDER shall not be required to give security nor shall
the ESCROW HOLDER be responsible for the acts, omissions, faults,
errors, fraud, failure or misconduct of any agent whom it may
reasonably employ in the exercise of the powers conferred upon the
ESCROW HOLDER hereunder, nor for any loss occasioned by the acts,
omissions, or defaults by the ESCROW HOLDER, unless such acts,
omissions or defaults constitute a breach of trust knowingly and
intentionally committed by the ESCROW HOLDER.
2. The ESCROW HOLDER shall not in any way be bound or affected by any
notice of modification or of cancellation of this Agreement unless
such notice is in writing and signed by all parties hereto, nor
shall the ESCROW HOLDER be bound by any modification hereof unless
the same shall be satisfactory to him.
3. The ESCROW HOLDER may act in reliance upon any document, instrument
or signature believed by him to be genuine and the ESCROW HOLDER may
assume that any person purporting to give any notice or instruction
in accordance with the provisions hereof has been duly authorized to
do so.
4. This Agreement sets forth exclusively the ESCROW HOLDER's duties
with respect to any and all matters pertinent hereto. The ESCROW
HOLDER shall not be bound by the provisions of any agreement other
than the terms of this Agreement.
5. In the event that the ESCROW HOLDER shall be uncertain as to its
duties or rights hereunder, or should it receive instructions,
claims or demands from any other parties hereto or from third
parties with respect to the Shares held hereunder which, in his
opinion, are in conflict with any provisions of this Agreement, it
shall be entitled to refrain from taking any action (other than to
keep safely the Shares) until it shall be directed or otherwise in
writing by all of the parties hereto, and the said third parties, if
any, or by final order, or judgment of a court of competent
jurisdiction.
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6. The ESCROW HOLDER shall not be required to institute, defend or
intervene in any legal action to enforce the terms and conditions of
this Agreement, nor to take any other action until the ESCROW HOLDER
has been indemnified to his satisfaction against all expenses and
liabilities incurred and to be incurred by the ESCROW HOLDER.
7. The ESCROW HOLDER shall not be liable for anything done or permitted
by him to be done in good faith.
2.6 INDEMNIFICATION OF ESCROW HOLDER: The SHAREHOLDERS, XXXXXXXX and the
COMPANY jointly and severally, release, indemnify and hold harmless the ESCROW
HOLDER from all costs, charges, claims, demands, damages, losses and expenses
resulting from the ESCROW HOLDER's compliance in good faith with this Agreement.
2.7 CORPORATE AUTHORITY: The officers or representatives of the corporate
parties executing this Agreement represent that they have been authorized to
execute this Agreement pursuant to resolutions of their respective Boards of
Directors.
3. COOPERATION, ARBITRATION, INTERPRETATION,
MODIFICATION AND ATTORNEY FEES
3.1 COOPERATION OF PARTIES: The parties further agree that they will do all
things necessary to accomplish and facilitate the purpose of this Agreement and
that they will sign and execute any and all documents necessary to bring about
and perfect the purposes of this Agreement.
3.2 ARBITRATION: The parties hereby submit all controversies, claims and
matters of difference arising out of this Agreement to arbitration in San Diego,
California according to the rules and practices of the American Arbitration
Association from time to time in force. This submission and agreement to
arbitrate shall be specifically enforceable. The Agreement shall further be
governed by the laws of the State of California.
3.3 INTERPRETATION OF AGREEMENT: The parties agree that should any provision
of this Agreement be found to be ambiguous in any way, such ambiguity shall not
be resolved by construing such provisions or any part of or the entire Agreement
in favor of or against any party herein, but rather by construing the terms of
this Agreement fairly and reasonable in accordance with their generally accepted
meaning.
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3.4 MODIFICATION OF AGREEMENT: This Agreement may be amended or modified in
any way at any time by an instrument in writing stating the manner in which it
is amended or modified and signed by each of the parties hereto. Any such
writing amending or modifying this Agreement shall be attached to and kept with
this Agreement.
3.5 ATTORNEY FEES: If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of the Agreement, the successful or prevailing party shall be
entitled to recover reasonable attorneys' fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it may be
entitled.
3.6 ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement and
understanding of the parties hereto with respect to the matters herein set
forth, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
3.7 COUNTERPARTS: This Agreement may be signed in one or more counterparts.
3.8 FACSIMILE TRANSMISSION SIGNATURES: A signature received pursuant to a
facsimile transmission shall be sufficient to bind a party to this Agreement.
EFM VENTURE GROUP, INC.
DATED: November 20, 1996 BY: /s/ Xxxxx X. Xxxxx
---------------------------
XXXXX X. XXXXX
President
COMPLETE SECURITY
SERVICE DEFINED BENEFITS
PENSION TRUST
DATED: November 20, 1996 BY: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
XXXXXXX X. XXXXXXXX
Trustee
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STOCKWORKS USA, INC.
DATED: November 20, 1996 BY: /s/ Xxxxxx X. Xxxxxxxxx
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XXXXXX X. XXXXXXXXX
President
DATED: November 20, 1996 /s/ Xxxxx Xxxxxxxx
-------------------------
XXXXX XXXXXXXX
HIGHTEC, INC.
DATED: November 20, 1996 BY: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
XXXXXXX X. XXXXXXXX
President
ACCEPTANCE BY ESCROW HOLDER
I, XXXXXXX X. XXX, III, ESQ., do hereby accept this appointment as ESCROW
HOLDER herein and agree to abide by the terms and directions set forth in this
Agreement.
ESCROW HOLDER
DATED: November 20, 1996 /s/ Xxxxxxx X. Xxx, III
-------------------------
XXXXXXX X. XXX, III
