ESCROW AGREEMENT
EXHIBIT
10.1
This
Escrow Agreement (this “Escrow”) is made and executed by and among
WORLDWIDE STRATEGIES INCORPORATED, a Nevada corporation (“WWSI”), CENTRIC
RX, INC., a Nevada corporation (“CENTRIC”), and the group consisting of
Xxx Xxxxxx, Xxxx Xxxxxx, J. Jireh, Inc., a Nevada Corporation, Canada Pharmacy
Express, Ltd., a Canadian corporation, Xxxxx Xxxxxxxx, and Xxxx Xxxx (the
“CENTRIC Shareholders”), and Xxxx, Dill, Carr, Xxxxxxxxxx &
Xxxxxxxxx, P.C., a Colorado professional corporation, (“Escrow
Agent”).
1. Appointment
of Escrow Agent: WWSI, CENTRIC and the CENTRIC Shareholders
hereby appoint Xxxx, Dill, Carr, Xxxxxxxxxx & Xxxxxxxxx, P.C. as Escrow
Agent to hold and disburse the Items of Escrow described below as herein
instructed:
2. Items
of Escrow: The Items of Escrow consist of the following
documents:
|
|
(A)
|
Six (6) separate common stock share certificates
of
WWSI issued to the CENTRIC Shareholders for a total of 1,125,000
shares of
WWSI Common Stock, which certificates are referred to hereinafter
as the
“WWSI Share Certificates.”
|
3. Escrow
Instructions with Respect to Items of Escrow: Escrow Agent
shall hold the Items of Escrow until the date six months from Closing, at which
time Escrow Agent shall release to the CENTRIC Shareholders their respective
WWSI Share Certificates.
Upon
performing its duties under this
Section 3, Escrow Agent shall have no further liability to any of the parties
hereunder and this Escrow shall be considered closed.
4. Limit
of Liability: Should Escrow Agent, before the close of this
Escrow, receive or become aware of any conflicting demands or claims with
respect to this Escrow or the rights of any of the parties hereto, or to any
of
the Items of Escrow deposited hereunder, Escrow Agent shall have the right
to
discontinue any and all further acts on its part until such conflict is resolved
to its satisfaction, and it shall have the further right to commence or defend
any action or proceedings for the determination of such conflict. The
parties hereto jointly and severally agree to pay all costs, suffered or
incurred by Escrow Agent in connection herewith or arising out of this Escrow
including, but without limitation, a suit in interpleader brought by Escrow
Agent. In the event Escrow Agent files a suit in interpleader, it
shall ipso factor be fully released and discharged from all obligations imposed
upon it in this Escrow upon depositing the Items of Escrow with the court in
which such action is filed.
5. Conflict
Waiver: The Escrow Agent has acted as legal counsel for
WWSI, and may continue to act as legal counsel for WWSI, from time to time,
notwithstanding its duties as Escrow Agent hereunder. CENTRIC and the
CENTRIC Shareholders consent to Escrow Agent acting in such capacity as legal
counsel for WWSI and waive any claim that such representation represents a
conflict of interest on the part of Escrow Agent. CENTRIC and the
CENTRIC Shareholders understand that WWSI and Escrow Agent are relying
explicitly on the foregoing provision in entering into this Escrow
Agreement.
DATED
this ___ day of _________, 2007.
| WORLDWIDE STRATEGIES INCORPORATED | CENTRIC RX, INC. | |||
|
By:
/s/
Xxxxx X.X. Xxxxxxx
|
By:
/s/
Xxx Xxxxxx
|
|||
|
Xxxxx
X.X.
Xxxxxxx, President
|
Xxx
Xxxxxx, President, CEO and Chairman
|
|||
|
|
|
| ESCROW AGENT: | SHAREHOLDERS: | |||
| XXXX XXXX XXXX XXXXXXXXXX & XXXXXXXXX, P.C. | XXX XXXXXX | |||
|
By:
/s/ Xxx X. Xxxxxxxxx
|
By:
/s/ Xxx Xxxxxx
|
|||
|
Xxx
X. Xxxxxxxxx
|
|
|||
|
Authorized
Representative
|
|
| XXXX XXXXXX | ||||
|
|
|
|||
|
|
/s/
Xxxx Xxxxxx
|
|||
|
|
|
| J. JIREH, INC. | ||||
|
|
|
|||
|
|
/s/
Xxxx Xxxxxxxxx
|
|||
|
|
Authorized
Representative
|
| CANADA PHARMACY EXPRESS | ||||
|
|
|
|||
|
|
/s/
Xxxx Xxxxxxx
|
|||
|
|
Authorized
Representative
|
| XXXXX XXXXXXXX | ||||
|
|
|
|||
|
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
|
|
| XXXX XXXX | ||||
|
|
|
|||
|
|
/s/
Xxxx Xxxx
|
|||
|
|
|
