ESCROW AGREEMENT
THIS AGREEMENT is dated for reference the 15h day of February, 1999
BETWEEN:
DATABOAT INTERNATIONAL LIMITED
a company incorporated pursuant to the laws
of the Province of British Columbia
("Databoat")
OF THE FIRST PART
AND:
WORLDBID CORPORATION
a corporation incorporated pursuant to the laws
of the State of Nevada
("WorldBid")
OF THE SECOND PART
AND:
CANE & COMPANY, L.L.C.,
Suite 1200, 000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx, XXX 00000
(the "Escrow Agent")
OF THE THIRD PART
WHEREAS:
A. Databoat and WorldBid have entered into an agreement
dated the 15th day of January, 1999 pursuant to which WorldBid has
acquired from Databoat the "XxxxxXxx.Xxx" internet business
developed by Databoat (the "Acquisition Agreement").
B. WorldBid has issued to Databoat 3,000,000 common shares
in the capital of WorldBid (the "Shares") pursuant to the
Acquisition Agreement which are to be held on the terms and
conditions of this Escrow Agreement.
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C. Databoat, WorldBid and the Escrow Agent wish to enter
into this Escrow Agreement to set forth their agreement as to the
manner in which the Escrow Agent will hold and release the Shares.
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of
the sum of $1.00 paid by the each party to the other (the receipt
of which is hereby acknowledged), the parties hereby covenant and
agree as follows:
1. Definitions
1.1 In this Agreement, the following terms shall have the
meanings set forth below:
(a) "Acquisition Agreement" means the Agreement between
Databoat and WorldBid dated the 2nd day of February 1999;
(b) "Business" means the "XxxxxXxx.Xxx" internet business
sold by Databoat to WorldBid pursuant to the Acquisition
Agreement;
(c) "Escrow Documents" means:
(I) the Share Certificates;
(II) the General Conveyance of Business Assets;
(d) "General Conveyance of Business Assets" means an
assignment of all of the assets, property and undertaking
comprising the Business executed by WorldBid in favour of
Databoat;
(e) "Shares" means the 3,000,000 common shares, $0.001 US per
share par value, in the capital of WorldBid in the name
of Databoat.
(f) "Share Certificates means the share certificates in the
name of Databoat representing the Shares, in
denominations of 300,000 Shares, 700,000 Shares,
1,000,000 Shares and 1,000,000 Shares, and stock powers
of attorney duly executed by Databoat as required to
transfer the Shares to WorldBid;
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2. Escrow Documents Held in Escrow
2.1 The Escrow Agent confirms receipt of the Escrow Documents
and acknowledges that it holds the Escrow Documents in trust
subject to the terms and conditions of this Agreement.
3. Release of Escrow Documents
3.1 Subject to Section 3.4, upon delivery of a statutory
declaration of an officer of WorldBid prior to February 15, 2000
stating that WorldBid has elected not to proceed with the
development and commercialization of the Business, as contemplated
by the Acquisition Agreement, the Escrow Agent will release the
Share Certificates to WorldBid and the General Conveyance of
Business Assets to Databoat.
3.2 Subject to Section 3.4, upon delivery of a statutory
declaration of an officer of Databoat prior to February 15, 2000
stating that WorldBid has failed to fund the Business in accordance
with the business plan agreed upon by Databoat and WorldBid and
claiming a release of the General Conveyance of Business Assets, as
contemplated in the Acquisition Agreement, the Escrow Agent will
deliver notice of receipt of the statutory declaration to WorldBid.
In the event that the Escrow Agent does not receive any notice of
dispute from WorldBid as to the release of the General Conveyance
of Business Assets to Databoat within 14 days of the date of
delivery of the notice, the Escrow Agent will release the Share
Certificates to WorldBid and the General Conveyance of Business
Assets to Databoat.
3.3 Subject to Section 3.4, in the event that WorldBid does
not deliver to the Escrow Agent a statutory declaration of an
officer of WorldBid to the Escrow Agent stating that WorldBid has
elected not to proceed with the development and commercialization
of the Business prior February 15, 2000, then the Escrow Agreement
will release the General Conveyance of Business Assets to WorldBid
on February 15, 2000 and will release the Share Certificates to
Databoat on the following schedule:
Date of Release Escrow Documents to be Released
--------------- -------------------------------
February 15, 2000 Share Certificates representing
300,000 Shares, with corresponding
stock power of attorney
February 15, 2001 Share Certificates representing
700,000 Shares, with corresponding
stock power of attorney
February 15, 2002 Share Certificates representing
1,000,000 Shares, with corresponding
stock power of attorney
February 15, 2003 Share Certificates representing
1,000,000 Shares, with corresponding
stock power of attorney
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3.4 In the event that the Escrow Agent is given written
notice of any disagreement between Databoat and WorldBid resulting
in adverse claims or demands being made in connection with the
Escrow Documents or a disagreement as to the Escrow Documents to be
released by the Escrow Agent, the Escrow Agent will not release the
Escrow Documents until:
(a) the rights of all parties shall have been fully and
finally adjudicated by an arbitrator or court of
competent jurisdiction; or
(b) Databoat and WorldBid give the Escrow Agent written
notice as to their agreement as to the release of the
Escrow Documents.
4. Scope of Escrow Agent's Duties
4.1 In exercising its duties and obligations as set forth in
this Agreement, the Escrow Agent will act in good faith and with
impartiality towards each of Databoat and WorldBid.
4.2 The Escrow Agent will have no duties or obligations in
respect of the Escrow Documents other than those specifically set
forth herein.
4.3 The Escrow Agent will not be bound in any way by any
other contract or agreement between the parties hereto whether or
not the Escrow Agent has knowledge thereof or of its terms and
conditions and the Escrow Agent's only duty, liability and
responsibility shall be to hold and deal with the Escrow Documents
in accordance with this Agreement.
4.4 The Escrow Agent will be entitled, unless it has
knowledge to the contrary, to assume that any notice and evidence
received pursuant to these instructions from either Databoat or
WorldBid has been duly executed by the party by whom it purports to
have been signed and the Escrow Agent will not be obligated to
enquire into the sufficiency or authority of any signatures
appearing on such notice or evidence.
5. Indemnity
5.1 Databoat and WorldBid covenant and agree to indemnify the
Escrow Agent against loss, liability or expense incurred without
negligence or bad faith on the part of the Escrow Agent arising out
of or in connection with the administration of the Escrow Agent's
duties hereunder, including the costs and expenses of defending
itself against any claim or liability arising therefrom. Databoat
and WorldBid agree to jointly and severally pay to the Escrow Agent
at the Escrow Agent's standard hourly rates for the provision of
legal services in consideration for the Escrow Agent fulfilling its
duties and acting in accordance with its obligations pursuant to
this Escrow Agreement.
6. Notices
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6.1 Any notice, statement, demand or request herein required
or permitted or required to be given by any party hereto to the
other shall be in writing and shall be deemed to have been
sufficiently and effectually given if signed by or on behalf of the
party giving the notice and delivered by hand or telecopied, with
original to follow concurrently by mail) to:
Databoat: Copy to:
DATABOAT INTERNATIONAL LIMITED XXXX XXXX
0000 Xxxxx Xxxx, Xxxx 000 Xxxxxxxxx & Solicitor
Whistler, British Columbia 610 - 0000 Xxxx Xxxxxxxx
Xxxxxx X0X 0X0 Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Attention: Xx. Xxxxx Xxxxxxx Xxxxxx, X0X 0X0
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
WorldBid: Copy to:
WORLDBID CORPORATION X'XXXXX & COMPANY
0000 X. Xxxxxxx Xxxxx Xxxxx 0000, Xxxxx Xxxxxx
Xxxxxxxx Xxxxxx, Xxxxxxx 0000 Xxxx Xxxxxxx Xxxxxx,
Xxx 00000
XXX 00000 Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
Attention: Xx. Xxxxx X. Xxxxxxxx Attention: Xx. Xxxxxxx X.
Xxxxxx
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
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Escrow Agent:
Cane & Company, L.L.C.
Suite 1200, 000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx
XXX 00000
Attention: Xx. Xxxxxxx X. Cane
Facsimile: (000) 000-0000
Any notice telecopied shall be deemed to be received when
sent and duly received during normal business hours at the office
set forth above. Any notice delivered by hand shall be deemed to
be received when left during normal business hours at the office
set forth above. Any party referred to above shall be entitled to
change its address or telecopier number for notice to an address or
telecopier number elsewhere, by notice in writing to the other
parties.
7. Miscellaneous
7.1 The terms of this Agreement are irrevocable by Databoat,
WorldBid and the Escrow Agent unless such revocation is consented
to in writing by each party.
7.2 The terms herein shall be binding upon the Escrow Agent
and its successors in the practice of law and upon Databoat,
WorldBid and the Escrow Agent and their respective heirs,
executors, administrators, successors and assigns.
7.3 Any dispute or claim arising hereunder shall be settled
by arbitration. Any party may commence arbitration by sending a
written notice of arbitration to the other party. The notice will
state the dispute with particularity. The arbitration hearing
shall be commenced thirty (30) days following the date of delivery
of notice of arbitration by one party to the other, by the American
Arbitration Association ("AAA") as arbitrator. The arbitration
shall be conducted in Seattle, Washington in accordance with the
commercial arbitration rules promulgated by AAA, and each party
shall retain the right to cross-examine the opposing party's
witnesses, either through legal counsel, expert witnesses or both.
The decision of the arbitrator shall be final, binding and
conclusive on all parties (without any right of appeal therefrom)
and shall not be subject to judicial review. As part of his
decision, the arbitrator may allocate the cost of arbitration,
including fees of attorneys and experts, as he or she deems fair
and equitable in light of all relevant circumstances. Judgment on
the award rendered by the arbitrator may be entered in any court of
competent jurisdiction.
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7.4 This Agreement shall be governed by the laws of the State
of Washington and each party irrevocably attorns to the
jurisdiction of the courts of the State of Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date and year first above written.
CANE & COMPANY, L.L.C.
Per: \s\ Xxxxxxx Xxxx
------------------
Authorized Signatory
DATABOAT INTERNATIONAL LIMITED
by its authorized signatory:
Per: \s\ Xxxxx Xxxxxxx
------------------
Authorized Signatory
WORLDBID CORPORATION
by its authorized signatory:
Per: \s\ Xxxxx Xxxxxxxx
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Authorized Signatory
