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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
_________________________
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
