FUND IMPOUND AGREEMENT
NAME OF ISSUER: BALANCED LIVING, INC.
DATE EFFECTIVE WITH SEC: __________________
EXPIRATION DATE: ___________________________
THE OFFICERS AND DIRECTORS OF BALANCED LIVING, INC.
HEREBY AGREES TO DELIVER, BY NOON OF THE BUSINESS DAY AFTER
RECEIPT, and with names and addresses of investors at time
deposit is made, funds to be applied to an escrow account
in the amount of: $200,000 to
A. Xxxxxx Xxxxxx, Esq.
5th Floor, 00 Xxxxx Xxxx Xxxxxx, XXXX XXXX XXXX, XX 00000
as escrow agent, the papers, money, or property hereinafter
described, to be held and disposed of by said escrow agent
in accordance with the duties, instructions, and upon the
terms and conditions hereinafter set forth to which the
undersigned
hereby agree:
1. Escrow agent (hereinafter called the "escrow agent") is
not a party to, or bound by any agreement which may be
evidenced by or arises out of the following instructions.
2. The escrow agent and its officers, agents, and
employees, act hereunder as a depository only, and are
not responsible or liable in any manner whatever for
serving as escrow agent in this matter or for the
sufficiency, correctness, genuineness or validity of any
instrument deposited with it hereunder, or with respect
to the form or execution of the same, or the identity,
authority, or rights of any person executing or
depositing the same.
3. The escrow agent shall not be required to take or be
bound by notice of any default by any person, or to take
any action with respect to such default involving any
expense or liability, unless notified in writing is
given an officer of the escrow agent of such default by
the undersigned or any of them, and unless it is
indemnified in a manner satisfactory to it against any
such expense or liability.
4. The escrow agent shall be protected in acting upon any
notice, request, waiver, consent, receipt or other paper
or document believed by the escrow agent to be genuine
and to be signed by the proper party or parties.
5. The escrow agent shall not be liable for any error in
judgment or for any act done or step taken or omitted by
it in good faith or for any mistake or fact or law, or
for anything which it may do or refrain from doing in
connection herewith, except its own willful misconduct.
6. The escrow agent shall not be answerable for the default
or misconduct of any agent, attorney, or employee acting
on behalf of the Issuer.
7. In the event of any disagreement between the
undersigned(s)or any of them, and/or the person or
persons named in the foregoing instructions, and/or any
other person, resulting in adverse claims and demands
being made in connection with or for any papers, money
or property involved herein or affected hereby, the
escrow agent shall be entitled at its option to refuse
to comply with any such claim or demand, so long as such
disagreement shall continue, and in so refusing the
escrow agent may make no delivery or other disposition
of any money, papers or property involved herein or
affected hereby and in so doing the escrow agent shall
not be or become liable to the undersigned or any of
them or to any person named in the foregoing
instructions for its failure or refusal to comply with
such conflicting or adverse demands; and the escrow
agent shall be entitled to continue so to refrain and
refuse so to act until:
a. The rights of the adverse claimants have been
finally adjudicated in the court assuming and having
jurisdiction of the parties and the money, papers
and property involved herein or affected hereby
an/or
b. All differences shall have been adjusted by
agreement and the escrow agent shall have been
notified thereof in writing signed by all of the
interested parties.
8. The papers, documents, money or property subject to this
escrow (if other than already named) are as follows:
a. Balanced Living shall deliver to escrow agent
within 48 hours if receipt any and all Investor
funds and checks subscribing for Units in
Balanced Living, Inc.'s offering of Units
registered with the Securities and Exchange
Commission.
b. Balanced Living shall deliver to escrow agent
within 48 hours of receipt any and all
subscription agreements and ancillary documents
signed and submitted by investors in Balanced
Living, Inc.'s offering of Units registered
with the Securities and Exchange Commission.
These documents shall clearly specify the
address of the investor for use by the escrow
agent in its actions under Section 9.
And including such items as may be described on
attached schedules.
9. The other duties of the escrow agent under the terms of
this agreement are as follows:
a. If $200,000 in investor subscription funds for
the Balanced Living offering of Units
registered with the Securities and Exchange
Commission is not deposited with the escrow
agent by July 31, 1999 or within an additional
period of thirty days if extended by the
Company, then escrow agent shall immediately
return all such investor funds and documents to
the named investors directly, without interest
or deduction of any kind..
b. When $200,000 has been deposited with the
escrow agent, and all other escrow requirements
have been met, the escrow agent shall deliver
to Balanced Living the full amount of all
investor funds then on deposit, together with
all interest earned on such amount, and shall
deliver to Balanced Living all investor
documents in escrow agent's possession.
10. The escrow agent will be named as depository only and
has not passed in any way upon the merits or
qualifications of the security and makes no
recommendation with regard to its purchase. The escrow
agent does not authorize the use of its name by any
person for the promotion or sale of the security
11. Special requirements:
None
12. Fees for the usual services of the escrow agent under
terms of this agreement are set forth below, All such
fees shall be computed on a fiscal or calendar year
period adjusted for any fractional part thereof except
that a fee for any period shall not be less than the
minimum fee indicated.
a. In the event the fees charged and due the escrow
agent remain unpaid for a period of one year, the
escrow agent shall have the right, and is hereby
authorized in its role and absolute discretion to
discontinue the escrow, terminate all duties
hereunder, close all accounting or other records,
and to destroy all documents, records and files or
to retain such items in a dormant account status
subject to the escheat laws of the State of Utah.
b. All fees charged shall be paid as follows:
c. The initial escrow fee shall be $ 500.00
d. The minimum escrow fee shall be $ 0.00 PER DEPOSIT
e. For fee for any check issued in refunding to
subscribers $ 10.00
f. In addition to the escrow fee paid or agreed upon at
the inception of this escrow, the parties agree to
pay a reasonable compensation for any extra services
rendered or incurred by the escrow agent including a
reasonable attorney's fee if disputes arise or
litigation is threatened or commences which requires
the escrow agent to refer such dispute to its
attorneys.
13. After release of escrow, the duties, responsibilities
and liability of every kind and character under the
escrow agreement shall cease and terminate.
ISSUER:
Balanced Living, Inc.
/s/ Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx, President
ESCROW AGENT:
/s/ A. Xxxxxx Xxxxxx
A. Xxxxxx Xxxxxx, Esq.
