ESCROW AGREEMENT
This Escrow Agreement made this 23 day of September, 2002 by
and between XXXXX X. XXXX, P.A., as "Escrow Agent", and Health
Express USA, Inc. d/b/a Healthy Bites Grill (hereinafter referred
to as "Seller") and Roll-A-Round Real Roast Beef, Inc.
(hereinafter referred to as "Purchaser").
In consideration of the mutual covenants herein, the parties agree as
follows:
1. The sum of twelve thousand five hundred dollars ($12,500.00) shall
be held by Escrow Agent in the Xxxxx X. Xxxx, P.A. Trust Account for the
purposes set forth in Paragraph 1 of the Fourth Addendum to the Contract for
Sale and Purchase (a copy of which is attached hereto as Exhibit A incorporated
herein and made a part hereof as it pertains to the escrow).
2. Escrow Agent shall hold said funds for the purpose of complying with
the terms of the Agreement for Sale and Purchase and Addenda thereto and
disbursing the funds as set forth in the Agreement for Sale and Addenda.
3. Escrow Agent shall act as the sole signer on the escrow account.
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4. Seller understands that no interest will be paid on the escrowed
funds.
5. In the event Escrow Agent shall be uncertain as to its duties or
rights hereunder or shall receive instructions, claims or demands from
Purchaser, Seller or from third persons with respect to the escrowed funds held
hereunder, which, in its sole opinion, are in conflict with any provision of
this Escrow Agreement, Escrow Agent shall be entitled to refrain from taking
action until it shall be directed otherwise in writing by Purchaser and third
parties, if any, or by a final Order or Judgment of a Court of competent
jurisdiction.
6. It is agreed that the duties of Escrow Agent are purely ministerial
in nature and shall be expressly limited to the safekeeping of the escrowed
funds and for the disposition of same in accordance with the terms herein and
the terms of the Agreement for Purchase of Assets and Addendum. Purchaser and
Seller hereby indemnify Escrow Agent and holds it harmless against any and all
claims, liabilities, damages, costs, penalties, losses, actions, suits or
proceedings at law or in equity, or any other expenses, fees, or charges of any
character or nature, which it may incur or with which it may be threatened
directly or indirectly, arising from or in any way connected with this Escrow
Agreement or which may result from Escrow Agent's following of instructions from
Seller or Purchaser, and in
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connection therewith, indemnifies Escrow Agent against any and all expenses,
including attorney's fees and the cost of defending any action, suit, or
proceeding or resisting any claim, whether or not litigation is instituted.
Escrow Agent shall be vested with a lien on all escrowed funds held hereunder
which is deliverable to Purchaser and Seller under the terms of this Escrow
Agreement and/or Agreement for Purchase of Assets and/or Addendum, for
indemnification, attorneys' fees, court costs arising from any suit,
interpleader or otherwise, or other expenses, fees or charges of any character
or nature, which may be incurred by Escrow Agent by reason of disputes arising
between Purchaser and Seller and/or third party as to the correct interpretation
of this Escrow Agreement and instructions given to Escrow Agent hereunder, or
otherwise, with the right of Escrow Agent, regardless of the instructions
aforesaid and without the necessity of instituting any action, suit or
proceeding, to hold the escrowed funds until and unless said additional
expenses, fees and charges shall be fully paid.
It is further agreed that Escrow Agent shall have
the right to utilize the services of its local counsel or any other attorney as
its attorney(s) and same shall not affect or in any way prejudice or limit
Escrow Agent's entitlement to reasonable attorneys' fees for the services of
such attorneys as set forth in this Escrow Agreement.
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7. In the event Escrow Agent is joined as a party to a lawsuit by
virtue of the fact that it is holding the escrowed funds, Escrow Agent shall, at
its option, either (1) tender the escrowed funds to the registry of the
appropriate court or (2) disburse the escrowed funds in accordance with the
court's ultimate disposition of the case, and Purchaser hereby, indemnifies and
holds Escrow Agent harmless from and against any damages or losses in connection
therewith including, but not limited to, reasonable attorneys' fees and court
costs at all trial and appellate levels.
In the event Escrow Agent tenders the escrowed funds to the registry of
the appropriate court and files an action of interpleader naming the Purchaser
and Seller and any affected third parties of whom Escrow Agent has received
actual notice, Escrow Agent shall be released and relieved from any and all
further obligation and liability hereunder or in connection herewith and
Purchaser indemnifies and holds Escrow Agent harmless from and against any
damages and losses arising in connection therewith including, but not limited
to, all costs and expenses incurred by Escrow Agent in connection with the
filing of such action including, but not limited to, reasonable attorneys' fees
and court costs at all trial and appellate levels.
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IN WITNESS WHEREOF, the parties hereof have fixed their hands and seals the
day and year first above written.
WITNESSES: PURCHASER:
ROLL-A-ROUND REAL ROAST BEEF, INC
/s/ BY:Xxxxxxx Xxxxx
---------------------------- -----------------------------
Xxxxxxx Xxxxx
President
/s/
----------------------------
SELLER:
HEALTH EXPRESS USA, INC.
d/b/a Healthy Bites Grill
/s/ BY:/s/Xxxxxxx Xxxxx
----------------------------- ---------------------------
Xxxxxxx Xxxxx, Chief Executive
Officer
ESCROW AGENT:
XXXXX X. XXXX, P.A.
/s/ By:/s/Xxxxx X. Xxxx, Esquire
---------------------------- -------------------------
Xxxxx X. Xxxx, Esquire
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