EXHIBIT 10.3
ESCROW AGREEMENT, dated as of April 18, 2000, among XXXXXXXXX.XXX INC.,
a Delaware corporation with executive offices located at 00000 X. Xxxxxxx
Xxxxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 (the "Purchaser");
XXXXXXXXXXXXXX.XXX INC., a Delaware corporation with executive offices located
at 00000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 and a
wholly-owned subsidiary of the Purchaser ("HEcom"); VHX COMPANY, a Nevada
corporation with executive offices located at Xxxxx 000, 0000 Xxxxxxxxx Xxxx,
Xxxxxxx, Xxxxxxx 00000 (the "Seller"); and XXXXXX, XXXXXXXXX & XXXXX LLP, a New
York Limited Liability Partnership with executive offices at 000 Xxxxxxxxx
Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 10017(the "Escrow Agent"). All capitalized
terms used, but not otherwise defined, herein shall have the respective
definitions assigned thereto in the Asset Purchase Agreement, dated as of March
20, 2000 (the "Asset Purchase Agreement"), among the Purchaser, HEcom, and the
Seller.
W I T N E S S E T H:
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WHEREAS, simultaneously with the execution hereof, the Purchaser,
Hecom, and the Seller are consummating the transactions contemplated by, and in
connection with, the Asset Purchase Agreement, pursuant to which, among other
things, HEcom is acquiring from the Seller certain of the assets, and is
assuming certain of the liabilities, of the Seller;
WHEREAS, pursuant to Section 4.01(a) of the Asset Purchase Agreement,
the Purchaser is, simultaneously with the execution hereof, depositing with the
Escrow Agent (i) stock certificates representing an aggregate of 1,200,000
shares (the "Escrowed Common Shares") of Purchaser Common Stock pursuant to
Section 4.01(a)(i) of the Asset Purchase Agreement, (ii) stock certificates
representing the shares (the "Escrowed Series A Shares") of Purchaser Series A
Preferred Stock pursuant to Section 4.01(a)(iv)(A) of the Asset Purchase
Agreement, and (iii) stock certificates representing the shares (the "Escrowed
Series B Shares") of Purchaser Series B Preferred Stock pursuant to Section
4.01(a)(iv)(B) of the Asset Purchase Agreement (the Escrowed Common Shares, the
Escrowed Series A Shares, and the Escrowed Series B Shares, collectively, the
"Escrowed Shares"); and
WHEREAS, the Escrow Agent shall hold the Escrowed Shares pursuant to
the terms hereof (the "Escrow") to cover the costs and damages, if any, pursuant
to, related to, or in connection with, Section 4.06 of the Asset Purchase
Agreement.
NOW, THEREFORE, it is agreed as follows:
I. Escrow.
Section 1.01 Appointment of Escrow Agent. The Purchaser, HEcom, and the
Seller hereby appoint the Escrow Agent, and the Escrow Agent hereby agrees to
serve, as Escrow Agent in accordance with, and pursuant to this Agreement.
Section 1.02 Operation of Escrow. The parties hereto agree that,
subject to Section 1.03 hereof, the Escrow created hereby shall operate as
follows:
(a) (i) If, prior to the time all of the Escrowed Shares are
distributed by the Seller in connection with its liquidation pursuant to Section
4.04 of the Asset Purchase Agreement, the Purchaser has learned of a breach of
any representation, warranty, covenant, or agreement of Seller contained in the
Asset Purchase Agreement, the Purchaser in its discretion can by written notice
(a "4.06(a) Notice") to Seller pursuant to Section 1.02(a)(ii) hereof deduct
from the number of shares of Purchaser Common Stock otherwise deliverable to
Seller from the Escrow, and the Escrow Agent shall deliver to the Purchaser from
the Escrow, a number of such shares the value of which is equal to the aggregate
of (A) the amount necessary to cure or make whole such breach and (B) the amount
of losses, liabilities, claims, damages, and expenses whatsoever (as defined in
Section 4.05 of the Asset Purchase Agreement) incurred or demonstrably in
prospect of being incurred by any Indemnitee arising out of, based upon, or in
connection with such breach. For purposes of the immediately preceding sentence,
each share of Purchaser Common Stock shall be valued at the Trailing Average
Closing Price. Such shares of Purchaser Common Stock delivered to Purchaser and
HEcom shall be deemed to be excluded and deducted from the consideration paid to
Seller pursuant to this Agreement and shall become authorized, but unissued,
shares of Purchaser Common Stock.
(ii) The 4.06(a) Notice shall (A) describe in reasonable
detail the breach of the representation, warranty, covenant, or agreement of
Seller contained in the Asset Purchase Agreement giving rise to the liability
for which a disbursement from the Escrow is required, (B) certify that such
liability is an indemnifiable liability under Section 4.06(a) of the Asset
Purchase Agreement, (C) specify the amount of such liability, (D) set forth the
calculation of the number of shares of Purchaser Common Stock having such value,
and (E) give instructions to the Escrow Agent as to the release of the shares of
Purchaser Common Stock and/or Purchaser Preferred Stock. On the fifth business
day ("business day" being defined for purposes of this Agreement as any day
which is not a Saturday, a Sunday or a day on which banks or trust companies in
the City and State of New York are authorized or obligated by law, regulation,
or executive order to remain closed) following the receipt of any 4.06(a)
Notice, the Escrow Agent, subject to Section 1.03 hereof, shall release to such
Purchaser the number of shares of Purchaser Common Stock in clause (D) above and
shall deliver such securities in accordance with the instructions contemplated
by clause (E) above.
(b) (i) Notwithstanding Section 1.02(a) hereof, if, prior to the date
30 calendar days following the date of the Closing, the obligations of the
Seller or any Seller Subsidiary to Xxxx Deere Health, Inc. and its affiliates
(collectively, "Deere") shall not have been either paid in full by the Seller
and the Seller Subsidiaries or converted into, or exchanged for, shares of
Seller Common Stock or other equity securities of Seller, and Purchaser shall
have satisfied such liabilities pursuant to Section 4.06(b) of the Asset
Purchase Agreement, the Purchaser in its discretion can by written notice (a
"4.06(b) Notice") to Seller pursuant to Section 1.02(b)(ii) hereof deduct from
the number of shares of Purchaser Common Stock otherwise deliverable to Seller
from the Escrow, and the Escrow Agent shall deliver to the Purchaser from the
Escrow, as hereinafter provided, a number of such shares the value of which is
equal to the product of (A) the total amount paid by Purchaser and HEcom to
satisfy such obligations to Deere and (B) 2.3. For purposes of the immediately
preceding sentence, each share of Purchaser Common Stock shall be valued at the
Trailing Average Closing Price. Such shares of Purchaser Common Stock delivered
to Purchaser and HEcom shall be
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deemed to be excluded and deducted from the consideration paid to Seller
pursuant to this Agreement and shall become authorized, but unissued, shares of
Purchaser Common Stock.
(ii) The 4.06(b) Notice shall (A) set forth the amount of the
obligation to Deere paid by Purchaser, (B) set forth the calculation of the
amount of the liability of the Seller to the Purchaser therefor, (C) set forth
the calculation of the number of shares of Purchaser Common Stock having such
value, and (D) give instructions to the Escrow Agent as to the release of the
shares of Purchaser Common Stock. On the fifth business day following the
receipt of any 4.06(b) Notice, the Escrow Agent, subject to Section 1.03 hereof,
shall release to such Purchaser the number of shares of Purchaser Common Stock
in clause (C) above and shall deliver such securities in accordance with the
instructions contemplated by clause (D) thereof.
(c) (i) Notwithstanding Sections 1.02(a) and 1.02(b) hereof, if, prior
to the date of the liquidation of the Seller pursuant to Section 4.04 of the
Asset Purchase Agreement, the obligations of the Seller or any Seller Subsidiary
other than to Deere shall not have been either paid in full by the Seller and
the Seller Subsidiaries or converted into, or exchanged for, shares of Seller
Common Stock or other equity securities of Seller, and such liabilities, up to a
total of $700,000, shall have been satisfied by the Purchaser, the Purchaser in
its discretion can by written notice (a "4.06(c) Notice") to Seller pursuant to
Section 1.02(c)(ii) hereof deduct from the number of shares of Purchaser Common
Stock otherwise deliverable to Seller from the Escrow, and the Escrow Agent
shall deliver to the Purchaser from the Escrow, as of the date of such notice, a
number of such shares the value of which is equal to the product of (A) the
total amount paid by Purchaser and HEcom to satisfy such obligations and (B)
1.5. For purposes of the immediately preceding sentence, each share of Purchaser
Common Stock shall be valued at the Trailing Average Closing Price. Such shares
of Purchaser Common Stock delivered to Purchaser and HEcom shall be deemed to be
excluded and deducted from the consideration paid to Seller pursuant to this
Agreement and shall become authorized, but unissued, shares of Purchase Common
Stock.
(ii) The 4.06(c) Notice shall (A) set forth the amount of the
obligations paid by Purchaser, (B) set forth the calculation of the amount of
the liability of the Seller to the Purchaser therefor, (C) set forth the
calculation of the number of shares of Purchaser Common Stock having such value,
and (D) give instructions to the Escrow Agent as to the release of the shares of
Purchaser Common Stock. On the fifth business day following the receipt of any
4.06(c) Notice, the Escrow Agent, subject to Section 1.03 hereof, shall release
to such Purchaser the number of shares of Purchaser Common Stock in clause (C)
above and shall deliver such securities in accordance with the instructions
contemplated by clause (D) thereof.
Section 1.03 Disbursement of Escrow Funds. Promptly upon receipt of any
notice pursuant to Section 1.02 hereof, and in any event not more than five
business days after receipt thereof, the Escrow Agent shall give notice of the
proposed distribution pursuant to Section 1.02 hereof to the Seller, and no such
distribution shall be made if, within a period of five business days following
the date upon which the Escrow Agent receives any such notice, the Escrow Agent
shall have received a notice (an "Objection Notice") from the Seller setting
forth an objection to such distribution. The Escrow Agent shall promptly deliver
a copy of such Objection Notice to the Purchaser and HEcom.
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If the Escrow Agent shall have received an Objection Notice as set
forth above, then the Escrow Agent shall continue to hold the Escrowed Shares
until it shall have received (i) a written instrument signed by both the Seller
and the Purchaser with respect to the Escrowed Shares, or (ii) a certified copy
of the decision of the mediator appointed pursuant to Section 1.04 hereof.
Section 1.04 Mediation.
(a) If the Seller delivers to the Escrow Agent an Objection Notice in
accordance to Section 1.03 hereof, and the Purchaser and the Seller do not
execute the written instrument contemplated by clause (i) of Section 1.03 hereof
prior to the close of business on the tenth business day following the receipt
of the 4.01(a) Notice, 4.01(b) Notice, or 4.01(c) Notice, as applicable, by the
Escrow Agent, the Purchaser and the Seller shall submit the objections set forth
in the Objection Notice to the binding, final, and conclusive decision of a
mediator (the "Mediator") appointed in accordance with this Section 1.04. Such
mediator shall be an individual chosen by the mutual agreement of the Purchaser
and the Seller. If an individual to serve as Mediator is not so appointed and
such appointment accepted by such individual prior to the twentieth business day
following the receipt of the 4.01(a) Notice, 4.01(b) Notice, or 4.01(c) Notice,
as applicable, by the Escrow Agent, the individual shall be chosen at random by
the New York, New York office of the American Arbitration Association or any
successor thereto (the "AAA"). The proceedings of the Mediator shall be held in
New York, New York in accordance with the rules of the AAA. Judgment of the
Mediator's decision may be entered on the Mediator's decision in any court
having jurisdiction, and the parties hereby consent to the jurisdiction of the
State of New York for such purpose. In such mediation, the parties hereto hereby
waive personal service of any process or other papers and agree that service
thereof may be made in accordance with Article V hereof.
(b) The losing party in such mediation shall pay all costs of such
mediation and all the reasonable attorney's fees and expenses of the other
parties thereto.
Section 1.05 Liquidation. Pending the resolutions of any dispute
hereunder, the Seller will not consummate the liquidation contemplated by
Section 4.04 of the Asset Purchase Agreement to the extent required to permit
the resolution of any dispute hereunder.
Section 1.06 Termination of Escrow. Subject to Section 1.05 hereof,
this Agreement and the Escrow related hereby will terminate upon the completion
of the liquidation of Seller pursuant to Section 4.04 of the Asset Purchase
Agreement, at which time the balance of the Escrowed Shares shall be released
and delivered to the Seller.
II. Deposit of Escrowed Shares.
Simultaneously with the execution hereof, the Purchaser and HEcom shall
deposit with the Escrow Agent the Escrowed Shares.
III. Seller Information.
Simultaneously with the execution hereof, the Seller shall furnish or
cause to be furnished to the Escrow Agent the legal name of, the address of, and
the social security number, if applicable, of, the Seller and a completed W-9
form.
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IV. Notices.
Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be (a) delivered by hand, (b) facsimile,
or (c) overnight delivery with proper postage prepaid, and addressed as follows:
If to the Purchaser, to:
Xxxxxxxxx.xxx inc.
00000 X. Xxxxxxx Xxxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xx. Xx X. Xxxxx
President
Phone: 000-000-0000
Fax: 000-000-0000
If to the Seller, to:
VHX Company
Xxxxx 000
0000 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxx Xxxxx
Phone: 000-000-0000
Fax: 000-000-0000
If to the Escrow Agent, to:
Xxxxxx, Xxxxxxxxx & Xxxxx, LLP
Attention: Xxxxxxx X. Xxxxxx, Esq.
Phone: 000-000-0000
Fax: 000-000-0000
or to such other address as the person to whom notice is to be given may have
previously furnished to the others in the above-referenced manner. Except as
otherwise provided herein, no notice or communication shall be effective until
received.
V. Concerning the Escrow Agent.
To induce the EscEsc Agent to act hereunder, it is further agreed by
the Purchaser and the Seller that:
(i) The Escrow Agent shall not be under any duty to give the
Escrowed Shares held by it hereunder any greater degree of care than it gives
its own similar property.
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(ii) This Agreement expressly sets forth all the duties of the
Escrow Agent with respect to any and all matters pertinent hereto. No implied
duties or obligations shall be read into this Agreement against the Escrow
Agent. The Escrow Agent shall not be bound by the provisions of any agreement
among the other parties hereto, except this Agreement. Except for amendments to
this Agreement and except for instructions given to the Escrow Agent by the
other party hereto relating to the escrow deposit under this Agreement, the
Escrow Agent shall not be obligated to recognize any agreement between any or
all of the persons referred to herein, notwithstanding that references thereto
may be made herein and whether or not it has knowledge thereof.
(iii) The Escrow Agent shall not be liable, except for its own
gross negligence or willful misconduct, and, except with respect to claims based
upon such gross negligence or willful misconduct that are successfully asserted
against the Escrow Agent, the other parties hereto shall jointly and severally
indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent)
from and against any and all losses, liabilities, claims, actions, damages, and
expenses, including reasonable attorneys' fees and disbursements, arising out
of, and in connection with, this Agreement.
(iv) The Escrow Agent shall be entitled to rely upon any
order, judgment, certification, demand, notice, instrument, or other writing
delivered to it hereunder without being required to determine the authenticity
or the correctness of any fact stated therein or the propriety or validity of
the service thereof. The Escrow Agent may act in reliance upon any instrument or
signature believed by it in good faith to be genuine and may assume, if in good
faith, that any person purporting to give notice or receipt or advice or make
any statement or execute any document in connection with the provisions hereof
has been duly authorized to do so.
(v) The Escrow Agent may act pursuant to the advice of counsel
with respect to any matter relating to this Escrow Agreement and shall not be
liable for any action taken or omitted in good faith and in accordance with such
advice.
(vi) The Escrow Agent does not have any interest in the
Escrowed Shares deposited hereunder, but is serving as escrow holder only. Any
payments of income, if any, from the Escrow Account shall be subject to
withholding regulations then in force with respect to United States taxes.
This paragraph (vi) and paragraph (iii) of this Article V shall survive
notwithstanding any termination of this Agreement or the resignation of the
Escrow Agent.
(vii) The Escrow Agent makes no representation as to the
validity, value, genuineness, or the collectibility of any security or other
documents or instrument held by, or delivered to, it.
(viii) The Escrow Agent shall not be called upon to advise any
party as to the wisdom in selling or retaining or taking or refraining from any
action with respect to any securities or other property deposited hereunder.
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(ix) The Escrow Agent (and any successor escrow agent) at any
time may be discharged from its duties and obligations hereunder by the delivery
to it of notice of termination signed by both the Purchaser and the Seller or at
any time may resign by giving written notice to such effect to the Purchaser and
the Seller. Upon any such termination or resignation, the Escrow Agent shall
deliver the Escrowed Shares to any successor escrow agent jointly designated by
the other parties hereto in writing, or to any court of competent jurisdiction
if no such successor escrow agent is agreed upon, whereupon the Escrow Agent
shall be discharged of and from any and all further obligations arising in
connection with this Escrow Agreement. The termination or resignation of the
Escrow Agent shall take effect on the earlier of (A) the appointment of a
successor (including a court of competent jurisdiction) or (B) the day that is
30 days after the date of delivery: (1) to the Escrow Agent of the other
parties' notice of termination or (2) to the other parties hereto of the Escrow
Agent's written notice of resignation. If at that time the Escrow Agent has not
received a designation of a successor escrow agent, the Escrow Agent's sole
responsibility after that time shall be to keep the Escrowed Shares safe until
receipt of a designation of successor escrow agent or a joint written
disposition instruction by the other parties hereto or an enforceable order of a
court of competent jurisdiction.
(x) The Escrow Agent shall have no responsibility for the
contents of any writing of any third party contemplated herein as a means to
resolve disputes and may rely without any liability upon the contents thereof.
(xi) In the event of any disagreement among or between the
other parties hereto resulting in adverse claims or demands being made in
connection with the Escrowed Shares or in the event that the Escrow Agent in
good faith is in doubt as to what action it should take hereunder, the Escrow
Agent shall be entitled to retain the Escrowed Shares until the Escrow Agent
shall have received (A) a final and non-appealable order of a court of competent
jurisdiction directing delivery of the Escrowed Shares or (B) a written
agreement executed by the other parties hereto directing delivery of the
Escrowed Shares, in which event the Escrow Agent shall release and distribute
the Escrowed Shares in accordance with such order or agreement. Any court order
referred to in (A) above shall be accompanied by a legal opinion by counsel for
the presenting party satisfactory to the Escrow Agent to the effect that said
court order is final and non-appealable. The Escrow Agent shall act on such
court order and legal opinions without further question.
(xii) As consideration for its agreement to act as Escrow
Agent as herein described, the other parties hereto, jointly and severally,
agree to pay the Escrow Agent fees determined in accordance with the terms set
forth on Exhibit A hereto (and made a part of this Escrow Agreement as if herein
set forth). In addition, the other parties hereto, jointly and severally, agree
to reimburse the Escrow Agent for all reasonable expenses, disbursements, and
advances incurred or made by the Escrow Agent in performance of its duties
hereunder (including reasonable fees, expenses, and disbursements of its
counsel).
(xiii) The other parties hereto irrevocably (A) submit to the
jurisdiction of any New York State or federal court sitting in New York City in
any action or proceeding arising out of, or relating to, this Agreement, (B)
agree that all claims with respect to such action or proceeding shall be heard
and determined in such New York State or federal court, and (C) waive, to the
fullest extent possible, the defense of an inconvenient forum. The other parties
hereby consent to and
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grant any such court jurisdiction over the persons of such parties and over the
subject matter of any such dispute and agree that delivery or mailing of process
or other papers in connection with any such action or proceeding in the manner
provided hereinabove, or in such other manner as may be permitted by law, shall
be valid and sufficient service thereof.
(xiv) No publicly distributed material or other matter in any
language (including, without limitation, notices and reports, but excluding the
Asset Purchase Agreement) which mentions the Escrow Agent's name or the rights,
powers, or duties of the Escrow Agent shall be issued by the other parties
hereto or on such parties' behalf unless the Escrow Agent shall first have given
its specific written consent thereto.
(xv) The Escrow Agent shall have no duties or responsibilities
except those expressly set forth herein. The Escrow Agent may disregard and
shall not be required to refer to, or examine, any notice, instruction,
instrument or document except as specifically provided herein. The Escrow Agent
may rely upon, and shall be protected in acting or refraining from acting upon,
any written notice believed by it to be genuine and furnished to him hereunder.
The Escrow Agent shall not be liable for any mistake of fact or of law or any
error of judgment, or for any act or any omission, except as a result of the
Escrow Agent's own willful misconduct or gross negligence.
(xvi) In the event that the Escrow Agent shall be uncertain as
to its duties or rights hereunder, or shall receive any notice, claim, advice,
direction, or other document from any other party with respect to the Escrow
which, in the Escrow Agent's opinion, is in conflict with any of the provisions
of this agreement, or is advised that a dispute has arisen between the
Purchaser, Seller or HEcom, or any of them, whether as to ownership or right of
possession of the Escrow or any part thereof or otherwise (or as to the
delivery, non-delivery, or content of any notice, advice, direction, or other
document), the Escrow Agent shall be entitled, without liability to anyone, to
refrain from taking any action other than to use the Escrow Agent's reasonable
efforts to keep the Escrow safe until the Escrow Agent shall be directed
otherwise in writing by all of the Purchaser, Seller or HEcom, or by final
order, decree or judgment of a court of competent jurisdiction and the time for
appeal of such order has expired and no appeal has been perfected (or, if an
appeal has been perfected and the time for further appeal has expired), but the
Escrow Agent is under no duty to institute or defend any proceeding.
(xvii) Distribution of the Escrowed Shares pursuant to this
Agreement by the Escrow Agent shall operate to divest all right, title,
interest, claim and demand, either at law or in equity, of any party to this
Agreement in and to the Escrowed Shares and the Escrow, and shall be a perpetual
bar both at law and in equity as against the Escrow Agent and the Purchaser,
HEcom and the Seller. The Escrow Agent's responsibilities and liabilities
hereunder will terminate upon transfer by Escrow Agent of all the Escrow under
this Agreement.
(xviii) Purchaser, Seller and HEcom all agree to indemnify and
hold harmless the Escrow Agent from and against any and all losses, expenses
(including, without limitation, reasonable fees and disbursements of legal
counsel to the Escrow Agent), assessments, liabilities, claims, damages,
actions, or other charges incurred by or assessed against the Escrow Agent for
anything done or omitted by the Escrow Agent in the performance of its duties
hereunder, except as a result of the Escrow Agent's own willful misconduct or
gross negligence. The agreements
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continued in this Section V (xviii) shall survive any termination of this Escrow
Agreement or the Escrow Agent's duties hereunder.
VI. Miscellaneous.
Section 6.01 Binding Effect. This Escrow Agreement shall be binding
upon, and inure solely to the benefit of, the parties hereto and their
respective successors and assigns, heirs, administrators, and representatives,
and shall not be enforceable by, or inure to the benefit of, any other third
party, except as provided in paragraph (ix) of Article V with respect to the
termination of, or resignation by, the Escrow Agent. No party may assign any of
its rights or obligations under this Agreement without the written consent of
the other parties.
Section 6.02 Choice of Law. This Agreement shall be construed in
accordance with, and governed by, the internal law of the State of New York
(without reference to its rules as to conflicts of law).
Section 6.03 Modification. This Agreement may only be modified by a
writing signed by all of the parties hereto.
Section 6.04 Headings. The section headings herein are for convenience
only and shall not affect the construction thereof. Unless otherwise indicated,
references to Sections and Articles are to Sections and Articles, respectively,
contained herein.
Section 6.05 Counterparts. This Agreement may be executed in one or
more counterparts but all such separate counterparts shall constitute but one
and the same instrument; provided that, although executed in counterparts, the
executed signature pages of each such counterpart may be affixed to a single
copy of this Agreement which shall constitute an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be executed as of the day and year first above written.
XXXXXXXXX.XXX INC.
By:__________________________________
Xx X. Xxxxx
Chairman of the Board of Directors,
President and Chief Executive Officer
XXXXXXXXXXXXXX.XXX INC.
By:__________________________________
Xx X. Xxxxx
Chairman of the Board of Directors,
President and Chief Executive Officer
VHX COMPANY
By:__________________________________
Name:
Title:
XXXXXX, XXXXXXXXX & XXXXX, LLP
By:__________________________________
Name:
Title:
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EXHIBIT A
Administration Fee
A. The minimum administration fee has been satisfied in connection with
the Escrow Agreement, dated as of April 18, 2000 among the Escrow Agent, the
Purchaser and the Seller.
B. A fee equal to: $3,500
C. A fee for recordkeeping equal to the following:
$100.00 for each withdrawal or modification of
Escrowed Property made by the Escrow Agent
pursuant to the Agreement to which this
Exhibit is attached shall be paid when
billed by the Escrow Agent.
Capitalized terms not otherwise defined shall have the
meanings ascribed thereto in the Agreement to which this
Exhibit is attached.
