Exhibit 2.17
ESCROW AGREEMENT
This Escrow Agreement is made by and between INDUSTRIAL DATA SYSTEMS CORP.
(IDS) XXXXXXX X. XXXXX (XXXXX) and MLC ENTERPRISES, INC. (MLC), and XXXXXX X.
XXXXXXXX, (ESCROW AGENT).
RECITALS
WHEREAS, IDS, XXXXX, and MLC have entered into a Stock Acquisition
Agreement dated November 1, 1998, whereby IDS will acquire all of XXXXX'x common
stock in MLC, a Texas Corporation upon fulfillment of the conditions precedent
setforth herein, and;
WHEREAS, IDS, XXXXX and MLC have agreed to place the Closing Documents into
Escrow until a letter is received from R.V. "Skip" Xxxxxxx completing the
closing of the transaction;
WHEREAS XXXXXX X. XXXXXXXX has agreed to act as Escrow Agent subject to the
terms hereof;
NOW THEREFORE the parties hereto have agreed as follows:
1. Items of Escrow. The following items have been delivered to Escrow
Agent on the date(s) set forth following the description of each item:
(i) A fully executed original Stock Acquisition Agreement dated
November 1, 1998 between the parties hereto.
Received November 13, 1998 __________
(ii) Stock Certificate No. 2 issued to XXXXXXX X. XXXXX representing
1000 shares of common stock of MLC ENTERPRISES, INC.
Received November 13, 1998 __________
(iii) A certificate of Corporate Resolution signed by XXXXXXX X.
XXXXX dated November 13, 1998.
Received November 13, 1998. __________
(iv) By laws of MLC ENTERPRISES, INC. signed on November 13, 1998.
Received on November 13, 1998 __________
(v) Affidavit of List of Misplaced Documents dated November 13, 1998.
Received on November 13, 1998. __________
(vi) Written Consent of all Directors In Lien of Meeting for MLC
ENTERPRISES, INC.
Received on November 13, 1998. __________
(vii) Employment Agreement dated November 1, 1998 by and between
MLC and Xxxxx.
Received on November 13, 1998. __________
(viii) Agreement from Xxxxx Xxxxxxxx dated November 1, 1998.
Received on November 13, 1998. __________
(ix) Letter from IDS to its transfer agent requesting the issuance of
50,000 shares of its common stock to XXXXXXX X. XXXXX.
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Received on November 13, 1998. __________
(x) A check from IDS to XXXXX in the sum of $63,438.14.
Received on November 13, 1998. __________
(2) In the event that the letter from Xxxxxxx is received prior to 5:00
p.m. Houston, Texas time on November 16, 1998, Escrow Agent is directed to take
the steps necessary to complete the closing of the transaction
(3) In the event that the letter from Xxxxxxx is not received prior
to 5:00 p.m. Houston, Texas time on November 16, 1998 or the requirement is
waived by IDS, Escrow Agent is directed to return the Escrow items as follows:
(a) IDS Item(s) i, v, ix, x
(b) XXXXX Item(s) ii, iii, iv, v
(c) MLC Item(s) iv, vi, vii, viii
5. Notice to Escrow Agent. IDS, XXXXX and MLC hereby agree to notify
Escrow Agent in writing of any modifications whatsoever to this Agreement. IDS,
XXXXX and MLC further agree that accompanying such notice shall be a true and
correct copy of any instrument purporting to modify the agreement alleged to
have been modified. Escrow Agent may conclusively rely upon any such notice as
evidence of such modification. Absence of any such notice, shall conclusively
evidence that these Agreements have not been modified.
6. Dispute Between the Parties. In the event that any disputes arise
between IDS, XXXXX and MLC regarding construction of this or any other agreement
or rights arising therefrom, Escrow Agent is hereby authorized and directed to
file an appropriate interpleader action in a court of competent jurisdiction and
shall be entitled to recover from the IDS, XXXXX and MLC, all costs, fees, and
expenses associated therewith, including reasonable attorney's fees.
7. Termination of Escrow Duties. The duties of Escrow Agent shall
terminate upon occurrence of any of the following events: (i) completion of the
transaction, (ii) return of the Escrowed items to the appropriate party, (iii)
written notice executed by the parties or their respective successors in
interest, terminating this Escrow Agreement setting forth instructions for
delivery of the escrow items. Upon termination as above stated Escrow Agent
shall have no further liability hereunder.
8. Indemnity of Escrow Agent. IDS, XXXXX and MLC, on behalf of
themselves and their successors in interest, if any, individually, jointly and
severally hereby agree and shall, upon demand, indemnify, protect, save and hold
harmless Escrow Agent, his agents, servants, officers, directors, shareholders,
employees, representatives and any and all others acting by or through the
Escrow Agent, from and against any and all debts, liabilities, losses, damages,
penalties, claims, actions, suits, costs, expenses, disbursements, including
without limitation, reimbursement for all reasonable attorney fees, of
whatsoever kind and nature, imposed upon, incurred by, paid by and/or asserted
against Escrow Agent, in any way or form, directly or indirectly arising out of
this Agreement, any and all aspects hereof and/or any and all disputes which may
arise between the parties hereto or between the parties hereto and third persons
as well as claims by third persons against Escrow Agent, including but not
limited to, claims or demands by any governmental entity whatsoever, asserted by
reason of this Agreement.
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9. Notices. Any notice required or permitted hereunder shall be sent to
the party entitled to receive the same by certified United States mail, return
receipt requested, or shall be hand delivered. Any notice sent by mail shall be
deemed received five (5) business days following deposit of the same in the
United States mail, in a properly addressed wrapper with proper postage affixed
thereto.
10. Construction. This Agreement shall be construed and enforced in
accordance with the laws of the State of Texas.
EXECUTED this 13th day of November, 1998.
ESCROW AGENT: IDS:
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxx Xxxxxx
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XXXXXX X. XXXXXXXX BY: XXXX XXXXXX, PRESIDENT
MLC:
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
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XXXXXXX X. XXXXX BY: XXXXXXX X. XXXXX, PRESIDENT
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