EXHIBIT 10.2
ESCROW AGREEMENT
This Escrow Agreement is made and entered into on ___________, 2001 by
and between XxxxXxxxxxxxxXxxxxxxx.xxx, Inc., a Texas corporation ("VBOT"), and
Securities Transfer Corporation (the "Escrow Agent").
RECITALS
A. _______ Reference is made to that certain ___ prospectus dated
________, ___ 2001 (the "Prospectus") constituting part of that registration
statement on Form SB-2 as amended, as declared effective by the U.S. Securities
and Exchange Commission on ________, 2001. The parties hereto are entering into
this Agreement in accordance with the offering terms set forth in the
Prospectus. All capitalized terms or terms within quotations used herein that
are not otherwise defined shall have the meaning given to them in the
Prospectus.
B. _______ The Prospectus provides that until VBOT sells at least
100,000 shares of its common stock (the "Minimum Offering") all proceeds from
the sale of such securities will be held by the Escrow Agent in a non-interest
bearing account. The Minimum Offering, must be sold by _______, 2001. Once the
Minimum Offering has been sold the proceeds therefrom must be delivered to VBOT.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. OFFERING PROCEEDS TO BE DEPOSITED IN ESCROW. Until VBOT has generated
offering proceeds or at least $50,000, all such proceeds shall be
delivered to the Escrow Agent and deposited by the Escrow Agent in a
non-interest bearing escrow account.
2. DUTY OF THE ESCROW AGENT. The sole duty of the Escrow Agent, other than
as hereinafter specified, shall be to receive the proceeds of the
Offering and hold them subject to release, in accordance with this
Agreement.
3. _______ RELEASE OF PROCEEDS. The Escrow Agent shall release the
offering proceeds upon receipt of appropriate written instructions
tendered by VBOT once it confirms that proceeds equal to the Minimum
Offering are on deposit in the escrow account. In the event that the
Minimum Offering is not sold by _________, 2001, or otherwise upon the
written instruction of VBOT, the proceeds shall be delivered to the
subscribers of the Offering at the address on file with the Escrow
Agent without any further action or instruction of VBOT.
4. DURATION AND TERMINATION. This Escrow Agreement shall terminate on the
earlier of the date that the proceeds held in the escrow account are
either delivered to VBOT or the Offering subscribers.
5. CONTROVERSY. If any controversy arises between the parties hereto or
with any third person, the Escrow Agent shall not determine the same or
take any action, but shall await the settlement of any such controversy
by appropriate legal proceedings. The Escrow Agent may, in its
discretion, institute such appropriate interpleader or other
proceedings in connection ___ therewith as it may deem proper,
notwithstanding anything in this Agreement to the contrary.
6. ESCROW AGENT'S LIABILITY. The Escrow Agent's obligations and duties in
connection herewith are confined to those specifically enumerated in
this Agreement. The Escrow Agent shall not be in any manner liable or
responsible for the sufficiency, correctness, genuineness or validity
of any instruments deposited with it or with reference to the form of
execution thereof, or the identity, authority or rights of any person
executing or depositing same, and the Escrow Agent shall not be liable
for any loss that may occur by reason of forgery, false representation
or the exercise of its discretion in any particular manner or for any
other reason, except for its own negligence or willful misconduct.
7. BINDING AGREEMENT AND SUBSTITUTION OF ESCROW AGENT. The terms and
conditions of this Agreement shall be binding on the heirs, executors
and assigns, creditors or transferees, or successors in interest,
whether by operation of law or otherwise, of the parties hereto. If,
for any reason, the Escrow Agent named herein should be unable or
unwilling to continue as such Escrow Agent, then the parties hereto may
substitute, by mutual written agreement, another person to serve as
Escrow Agent.
8. LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
VBOT:
XxxxXxxxxxxxxXxxxxxxx.xxx, Inc.
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Xxxxxx Xxxxxx, Chief Executive Officer
Escrow Agent:
Securities Transfer Corporation
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Xxxxx Xxxxxx, President
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