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EXHIBIT 99.2
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "AGREEMENT") is being executed and delivered as
of December 23, 1998, by among XXXXXXX XXXXXXXX, PROSTEP PRODUKTDATENTECHNOLOGIE
GMBH, XXXXXXXX XXXX, and XXXXXX XXXXXXXX (the "SELLING SHAREHOLDERS"), SPATIAL
TECHNOLOGY INC., a Delaware corporation (the "PURCHASER", and together with the
Selling Shareholders, the "PARTIES") and NORWEST BANK COLORADO, NATIONAL
ASSOCIATION (the "ESCROW AGENT").
RECITALS
WHEREAS, the Parties agree to place in escrow certain funds, securities,
documents and/or other property in accordance with the instructions of the
Parties, the Escrow Agent and the Parties make this agreement as follows:
ARTICLE 1
DIRECTIONS
1.1 ESCROWED PROPERTY. The Parties will deposit with the Escrow Agent the
property described in Schedule A (the "ESCROWED SHARES"), attached hereto and
incorporated herein by reference.
1.2 INSTRUCTIONS. The Escrow Agent shall hold, invest, if applicable, and
disburse the Escrowed Property pursuant to the instructions set forth in
Schedule B, attached hereto and, except as provided in Section 3.2, incorporated
herein by reference.
1.3 ASSIGNMENT OF INTEREST. The assignment, transfer, conveyance or
hypothecation of any right, title or interest in and to the subject matter of
this Agreement (referred to under this Section 1.3 as "ASSIGNMENT") shall be
binding upon the Escrow Agent upon delivery of notice to the Escrow Agent of the
Assignment and payment to the Escrow Agent of all of its fees, in connection
with the Assignment, provided the Escrow Agent has given its written assent to
the Assignment.
ARTICLE 2
COMPENSATION OF THE ESCROW AGENT
The Purchaser agrees to pay the Escrow Agent:
(a) its fees, charges and expenses for all services rendered by it
under this Agreement; and
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(b) reasonable compensation for services rendered in connection with
this Agreement but not expressly provided for herein and reimbursement for those
expenses incurred by the Escrow Agent in rendering such services, including, but
not limited to, court costs and attorneys' fees incurred as a result of any
dispute arising out of the Agreement.
ARTICLE 3
PROVISIONS CONCERNING ESCROW AGENT
3.1 AUTHORITY OF PARTIES. The Escrow Agent shall be under no duty or
obligation to ascertain the identity, authority and/or rights of the Parties or
their agents.
3.2 OTHER AGREEMENTS. The Escrow Agent shall not be a party to, or bound
by, any agreement between the Parties other than this Agreement whether or not a
copy and/or original of such agreement is held as Escrowed Property; and, the
Escrow Agent shall have no duty to know or inquire as to the performance or
nonperformance of any provision of any such agreement between the Parties.
3.3 DEPOSITED INSTRUMENTS AND/OR FUNDS. The Escrow Agent assumes no
responsibility for the validity or sufficiency of any instrument held as
Escrowed Property, except as expressly and specifically set forth in this
Agreement.
3.4 LATE PAYMENT OR PERFORMANCE. The Escrow Agent may accept any payment or
performance required under this Agreement after the date such payment or
performance is due, unless subsequent to such date, but prior to the actual date
of payment or performance, the Escrow Agent is instructed in writing by the
Parties not to accept such payment or performance.
3.5 ESCHEAT. The Parties are aware that under the laws of some states,
Escrowed Property which is presumed abandoned may escheat to the State. The
Escrow Agent shall have no liability to the Parties, their respective heirs,
legal representatives, successors and assigns, should any or all of the Escrowed
Property become escheatable or escheat by operation of law.
3.6 NON-LIABILITY. The Escrow Agent shall not be liable for any act or
omission while acting in good faith and in the exercise of its own best
judgment. Any act or omission by the Escrow Agent pursuant to the advice of its
attorneys shall be conclusive evidence of such good faith. The Escrow Agent
shall have the right to consult with counsel at the expense of the Purchaser
whenever any question arises concerning the Agreement and shall incur no
liability for any delay reasonably required to obtain such advice of counsel.
The Escrow Agent shall not be liable for the alteration, modification or
elimination of any right permitted or given under the Instructions set forth in
Schedule B and/or in any document deposited under this Agreement pursuant to any
Statute of Limitations or by reason of laches. The Escrow Agent shall have no
further responsibility or liability whatsoever to any or all of the Parties
following a complete distribution of the Escrowed Property pursuant to this
Agreement. The Escrow Agent shall not incur any liability with respect to any
act or omission in reliance upon any document, including any written notice or
instructions provided for in this Escrow Agreement. In performing its
obligations hereunder, the Escrow Agent shall be entitled to presume, without
inquiry, the due execution, validity and effectiveness of all documents it
receives, and also the truth and accuracy
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of any information contained therein. The Escrow Agent shall not be responsible
or liable for any diminution of principal of the Escrowed Property or any
Interest penalty, whatsoever, for any reason.
3.7 INDEMNIFICATION. The Purchaser agrees to indemnify and hold harmless
the Escrow Agent from any liability, cost or expense whatsoever, including, but
not limited to, attorneys' fees incurred by reason of accepting the Agreement
and/or Escrowed Property.
3.8 DISAGREEMENTS. If any disagreement or dispute arises between the
Parties to this Agreement concerning the meaning or validity of any provision
hereunder or concerning any other matter relating to this Agreement, the Escrow
Agent:
(a) Shall be under no obligation to act, except under process or order
of court, or until it has been adequately indemnified to its full satisfaction,
and shall sustain no liability for its failure to act pending such process,
court order or indemnification; and
(b) May, in its sole and absolute discretion, interplead the Escrowed
Property or that portion of Escrowed Property it then holds with the District
Court of the City and County of Denver, State of Colorado, and name the Parties
in such interpleader action. Upon filing the interpleader action, the Escrow
Agent shall be relieved of all liability as to the Escrowed Property and shall
be entitled to recover from the Parties its reasonable attorneys' fees and other
costs incurred in commencing and maintaining such action. The Parties by signing
this Agreement submit themselves to the jurisdiction of such Court and do
appoint the Clerk of such Court as their agent for the service of all process in
connection with such proceedings. In no event shall the institution of such
interpleader action impair the rights of the Escrow Agent described in Section
3.6 of this Article.
ARTICLE 4
GENERAL TERMS AND CONDITIONS
4.1 EXTENSION OF BENEFITS. This Agreement shall be binding upon, inure to
the benefit of, and be enforceable by, the respective heirs, legal
representatives, successors and assigns of all of the Parties and the Escrow
Agent.
4.2 GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Colorado.
4.3 NOTICES. All notices, requests, demands and other communications
required under this Agreement shall be in writing and shall be deemed to have
been duly given if delivered personally or by certified mail, return receipt
requested and postage paid. If any notice is mailed by certified mail, it shall
be deemed given on the date such notice is deposited in the United States mail.
If any notice is personally delivered, it shall be deemed given upon the date of
such delivery. If notice is given to a party, it shall be mailed or delivered to
the addresses set forth below the signature blocks. It shall be the
responsibility of the Parties to notify the Escrow Agent in writing of any name
or address changes.
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4.4 ENTIRE AGREEMENT. This Agreement, along with all Schedules specifically
referenced herein, sets forth the entire agreement and understanding of the
Parties hereto.
4.5 AMENDMENT. This Agreement may be amended, modified, superseded,
rescinded or canceled only by a written instrument executed by the Purchaser,
sixty percent (60%) in interest of the Selling Shareholders and the Escrow
Agent.
4.6 WAIVERS. The failure of any party to the Agreement at any time or times
to require performance of any provision under this Agreement shall in no manner
affect the right at a later time to enforce the same performance. A waiver by
any party to the Agreement of any such condition or breach of any term,
covenant, representation or warranty contained in this Agreement, in any one or
more instances, shall neither be construed as a further or continuing waiver of
any such condition or breach nor a waiver of any other condition or breach of
any other term, covenant, representation or warranty contained in this
Agreement.
4.7 HEADINGS. Section headings of this Agreement have been inserted for
convenience of reference only and shall in no way restrict or otherwise modify
any of the terms or provisions of this Agreement.
4.8 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which when executed shall be deemed to be an original and
such counterparts shall together constitute one and the same instrument.
4.9 RESIGNATION OR REMOVAL OF ESCROW AGENTS. The Escrow Agent may resign at
any time by furnishing thirty (30) days prior written notice of its resignation
to the Parties. Thereafter, the Escrow Agent shall have no further obligation
hereunder except to hold the Escrowed Property as depository. In such event the
Escrow Agent shall not take any action until the Parties have mutually
designated a banking corporation, trust company, attorney or other person as
successor Escrow Agent. Upon receipt of such instructions, the Escrow Agent
shall promptly deliver the Escrowed Property and any other amounts held by it
pursuant to this Escrow Agreement to such successor Escrow Agent and shall
thereafter have no further obligations hereunder. The Parties may remove the
Escrow Agent at any time by furnishing to the Escrow Agent a written notice of
its removal, which shall be effective on the date specified therein. In the
event of such removal, the Parties shall, within thirty (30) days of such
notice, jointly appoint a successor Escrow Agent and the Escrow Agent shall turn
over to such successor Escrow Agent all Escrowed Property and any other amounts
held by it pursuant to this Escrow Agreement and shall thereafter have no
further obligations hereunder. Upon receipt of the property and other amounts,
the successor Escrow Agent shall thereupon be bound by all of the provisions
hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first set forth above.
SPATIAL TECHNOLOGY INC. PROSTEP PRODUKTDATENTECHNOLOGIE
GMBH
By: /s/ R. Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxxxx
---------------------------------- -----------------------------------
Title: President Title: President
Address: 0000 00xx Xxxxxx, Xxxxx 000 Address: Xxxxxx-Xxxxxx-Strabe 15
Xxxxxxx, XX 00000 Darmstadt X-00000, Xxxxxxx
Telephone No.: (000) 000-0000 Telephone No.:
Tax I.D. No.: 00-0000000 Tax I.D. No.: N/A
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxxxxx Xxxx
-------------------------------------- --------------------------------------
Party Party
XXXXXXX XXXXXXXX XXXXXXXX XXXX
Address: 0000 00xx Xxxxxx, Xxxxx 000 Address: 0000 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Telephone No.: (000) 000-0000 Telephone No.: (000) 000-0000
Tax I.D. No.: ###-##-#### Tax I.D. No.: ###-##-####
/s/ Xxxxxx Xxxxxxxx
--------------------------------------
Party
XXXXXX XXXXXXXX
Address: 0000 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Tax I.D. No.: ###-##-####
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The Escrow Agent, by affixing its signature below, hereby acknowledges
receipt of the Escrowed Property described in Schedule A and agrees to hold,
administer and dispose of the Escrowed Property in accordance with the terms,
conditions and instructions of this Agreement and any amendments thereto,
including those set forth in Schedule B.
NORWEST BANK COLORADO,
NATIONAL ASSOCIATION
ESCROW AGENT
Date: December 23, 1998 By: /s/ Xxxxx X. Xxxx
-------------------------- ----------------------------
Account No.: Title: Vice President
-------------------
Norwest Investment Management and Trust
Corporate Trust and Escrow Services
0000 Xxxxxxxx
Xxxxxx, Xxxxxxxx 00000-0000
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SCHEDULE A
DEPOSITS
1. The aggregate amount of one hundred forty thousand (140,000) shares of
Common Stock of Spatial Technology Inc. deposited by Purchaser.
2. Form of Stock Purchase Agreement, by and among the Company, Purchaser and
the Selling Shareholders, of even date herewith (the "PURCHASE AGREEMENT"),
including all exhibits thereto, attached hereto as Exhibit A.
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SCHEDULE B
ESCROW INSTRUCTIONS
Norwest Bank Colorado, National Association
c/o Norwest Investment Management and Trust
Corporate Trust and Escrow Services
0000 Xxxxxxxx
Xxxxxx, Xxxxxxxx 00000-0000
As Escrow Agent for each of Xxxxxxx Xxxxxxxx, ProStep
Produktdatentechnologie GMBH, Xxxxxxxx Xxxx, and Xxxxxx Xxxxxxxx (each, a
"SELLING SHAREHOLDER" and collectively, the "SELLING SHAREHOLDERS") and Spatial
Technology Inc., a Delaware corporation (the "PURCHASER"), you are hereby
authorized and directed to hold, invest, if applicable, and disburse the
Escrowed Property pursuant to the terms of (i) that certain Escrow Agreement,
dated as of December 23, 1998, by and among you, the Selling Shareholders and
the Purchaser (the "ESCROW AGREEMENT") and (ii) that certain Stock Purchase
Agreement, dated as of December 23, 1998, by and among InterData Access, Inc.
(the "COMPANY"), the Selling Shareholders and Purchaser (the "PURCHASE
AGREEMENT"), a copy of which is attached hereto as Exhibit A, in accordance with
the following instructions.
SECTION 1. DEFINED TERMS
Capitalized terms used and not otherwise defined in this Escrow Agreement
shall have the meanings assigned to them in the Purchase Agreement.
SECTION 2. ESCROW
2.1 SHARES AND STOCK POWERS TO BE PLACED IN ESCROW. Simultaneously with the
consummation of the transactions contemplated by the Purchase Agreement, (i) the
Purchaser shall deliver to the Escrow Agent certificates in the aggregate amount
of one hundred forty thousand (140,000) shares of Common Stock in the names of
the Selling Shareholders, in the individual amounts set forth on Exhibit B,
evidencing the shares of Common Stock to be held in escrow in accordance with
this Escrow Agreement (the "ESCROWED SHARES"), and (ii) each Selling Shareholder
shall deliver to the Escrow Agent three "assignments separate from certificate"
("STOCK POWERS"), in the form attached hereto as Exhibit C, endorsed by each
such Selling Shareholder in blank. The shares and Stock Powers referred to in
this Section 2.1 shall be held by Purchaser in escrow (the "ESCROW") in
accordance with the provisions of this Escrow Agreement.
2.2 VOTING OF SHARES. The record owner of the Escrowed Shares shall be
entitled to exercise all voting rights with respect to such shares of Common
Stock.
2.3 DIVIDENDS, ETC. Any securities or other property distributable (whether
by way of dividend, stock split or otherwise) in respect of or in exchange for
any Escrowed Shares (together with the Escrowed Shares, the "ESCROWED PROPERTY")
shall not be distributed to the record owner of such shares, but rather shall be
held by the Escrow Agent in the Escrow in
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accordance with, and subject to the terms of, this Escrow Agreement.
Notwithstanding the foregoing, however, any cash dividends distributable in
respect of or in exchange for any Escrowed Shares shall be distributed directly
to the Selling Shareholders and shall not become Escrowed Property. At the time
any Escrowed Shares are required to be released from the Escrow to the Selling
Shareholders pursuant to this Escrow Agreement, any other Escrowed Property
previously distributed in respect of or in exchange for such Escrowed Shares
shall be released from the Escrow to the Selling Shareholders according to the
pro rata percentages set forth opposite each such Selling Shareholder's name on
Exhibit B.
2.4 TRANSFERABILITY. The interests of the Selling Shareholders in the
Escrow and in the Escrowed Property shall not be assignable or transferable,
other than by operation of law. No transfer of any of such interests by
operation of law shall be recognized or given effect until Purchaser shall have
received written notice of such transfer.
2.5 INVESTMENT OF FUNDS. Except as the Selling Shareholders may from time
to time instruct Escrow Agent in writing, any Escrowed Property that is in the
form of cash shall be invested from time to time, to the extent possible, in
United States Treasury bills having a remaining maturity of 90 days or less and
repurchase obligations secured by such United States Treasury Bills, with any
remainder being deposited and maintained in a money market deposit account with
Escrow Agent, until disbursement of the entire Escrowed Property.
2.6 FRACTIONAL SHARES. No fractional shares of Common Stock shall be
retained in or released from the Escrow pursuant to this Escrow Agreement. In
connection with any release of shares from the Escrow, Purchaser shall be
permitted to "round down" or to follow such other rounding procedures as
Purchaser reasonably determines to be appropriate in order to avoid retaining
any fractional share in the Escrow and in order to avoid releasing any
fractional share from the Escrow.
SECTION 3. CLAIM PROCEDURES
3.1 CLAIM NOTICE. If during the term of this Agreement, Purchaser
determines in good faith that there is or has been a possible Breach of any
representation or warranty of the Company or any of the Selling Shareholders
contained in any of the Transactional Agreements or of any covenant or
obligation contained therein, and if Purchaser wishes to make a claim against
the Escrow with respect to such possible Breach, then Purchaser may deliver to
the Agent and the Escrow Agent a written notice of such possible Breach (a
"CLAIM NOTICE") setting forth (i) a brief description of the circumstances
supporting Purchaser's belief that such possible Breach exists or has occurred
and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of
all Damages that have arisen and may arise as a direct or indirect result of
such possible Breach (such aggregate amount being referred to as the "CLAIM
AMOUNT").
3.2 RESPONSE NOTICE. Within 21 days after the delivery of a Claim Notice to
the Agent, the Agent shall deliver to Purchaser and the Escrow Agent a written
notice (the "RESPONSE NOTICE") containing: (i) instructions to the effect that
Escrowed Shares having a Stipulated Value (as defined in Section 5 of this
Escrow Agreement) equal to the entire Claim Amount set forth in such Claim
Notice are to be released from the Escrow to Purchaser in accordance with the
pro rata percentages set forth on Exhibit B; or (ii) instructions to the effect
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that Escrowed Shares having a Stipulated Value equal to a specified portion (but
not the entire amount) of the Claim Amount set forth in such Claim Notice are to
be released from the Escrow to Purchaser in accordance with the pro rata
percentages set forth on Exhibit B, together with a statement that the remaining
portion of such Claim Amount is being disputed; or (iii) a statement that the
entire Claim Amount set forth in such Claim Notice is being disputed. If no
Response Notice is received by Purchaser and the Escrow Agent from the Agent
within 21 days after the delivery of a Claim Notice to the Agent, then the
recipient of such Claim Notice shall be deemed to have given instructions to the
Escrow Agent that Escrowed Shares having a Stipulated Value equal to the entire
Claim Amount set forth in such Claim Notice are to be released to Purchaser from
the Escrow.
3.3 RELEASE OF SHARES TO PURCHASER.
(a) If the Agent gives (or is deemed to have given) instructions to the
Escrow Agent that Escrowed Shares having a Stipulated Value equal to the entire
Claim Amount set forth in a Claim Notice are to be released from the Escrow to
Purchaser, then the Escrow Agent shall be authorized to use the Stock Powers
held in the Escrow to transfer to Purchaser, from the Escrow, pro-rata in
accordance with Exhibit B, Escrowed Shares of Common Stock having a Stipulated
Value equal to such Claim Amount. All such transfers shall be made in accordance
with the pro rata percentages set forth on Exhibit B.
(b) If a Response Notice delivered by the Agent in response to a Claim
Notice contains instructions to the Escrow Agent to the effect that Escrowed
Shares having a Stipulated Value equal to a specified portion (but not the
entire amount) of the Claim Amount set forth in such Claim Notice are to be
released from the Escrow to Purchaser, then (i) the Escrow Agent shall be
authorized to use the Stock Powers held in the Escrow to transfer to Purchaser,
from the Escrow, pro-rata in accordance with Exhibit B, Escrowed Shares having a
Stipulated Value equal to such specified portion of such Claim Amount and (ii)
the procedures set forth in Section 3.3(c) of this Escrow Agreement shall be
followed with respect to the remaining portion of such Claim Amount. All such
transfers shall be made in accordance with the pro rata percentages set forth on
Exhibit B.
(c) If a Response Notice delivered by the Agent in response to a Claim
Notice contains a statement that all or a portion of the Claim Amount set forth
in such Claim Notice is being disputed (such Claim Amount or the disputed
portion thereof being referred to as the "DISPUTED AMOUNT"), then,
notwithstanding anything contained in Section 4 of this Escrow Agreement, the
Escrow Agent shall continue to hold in the Escrow, pro-rata in accordance with
Exhibit B (in addition to any other shares of Common Stock permitted to be
retained in the Escrow, whether in connection with any other dispute, or
otherwise), Escrowed Shares having a Stipulated Value equal to the Disputed
Amount. Such Escrowed Shares shall continue to be held in the Escrow until such
time as (i) Purchaser and the Agent execute a settlement agreement containing
instructions regarding the release of such shares or (ii) the Escrow Agent
receives a copy of a court order containing instructions to Purchaser regarding
the release of such shares. The Escrow Agent shall thereupon release such
Escrowed Shares from the Escrow in accordance with the instructions set forth in
such settlement agreement or court order.
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SECTION 4. RELEASE OF ESCROWED SHARES TO SELLING SHAREHOLDERS
4.1 SHARES TO BE RELEASED.
(a) Within ten (10) days after the date one hundred eighty (180) days
from the Closing Date, the Escrow Agent shall release to the Selling
Shareholders, pro rata in accordance with Exhibit B, from the Escrow fifty
percent (50%) of the Escrowed Shares, less any Escrowed Shares that are to be
retained in the Escrow in accordance with Section 3.3(c) of this Escrow
Agreement.
(b) Within ten (10) days after the date one (1) year from the Closing
Date, the Escrow Agent shall release to the Selling Shareholders, pro-rata in
accordance with Exhibit B, from the Escrow all Escrowed Property then held in
the Escrow, less any Escrowed Shares that are to be retained in the Escrow in
accordance with Section 3.3(c) of this Escrow Agreement.
4.2 PROCEDURES FOR RELEASING SHARES. Any release of shares to the Selling
Shareholders pursuant to Section 4.1 of this Escrow Agreement may be effected by
mailing a stock certificate to Selling Shareholder.
SECTION 5. VALUATION OF SHARES HELD IN ESCROW
For purposes of this Escrow Agreement, the "STIPULATED VALUE" of each of
the Escrowed Shares shall be deemed to be $2.938, as adjusted for any stock
dividends, combinations or splits.
SECTION 6. NOTICES
Any notice or other communication required or permitted to be delivered to
any party under this Escrow Agreement shall be in writing and shall be delivered
to the address set forth on the signature pages hereto or to such other address
as such party shall have specified in a written notice delivered to the other
parties hereto.
SECTION 7. RELEASE OF SHARES IN EXCHANGE FOR CASH
At any time during the term of this Agreement, the Selling Shareholders, or
any of them severally, shall have the option to instruct the Escrow Agent in
writing to sell all (but not less than all) the Escrowed Shares of such Selling
Shareholder, according to the amounts set forth on Exhibit B. Notice of such
election shall be provided simultaneously to the Purchaser. Upon effecting such
sale, the Escrow Agent shall deposit all consideration received in exchange for
such sale of Escrowed Shares in the Escrow. All amounts deposited with the
Escrow Agent pursuant to this Section 7 shall be deemed to be "Escrowed
Property" for all purposes hereunder.
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EXHIBIT A
STOCK PURCHASE AGREEMENT
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EXHIBIT B
PRO RATA PERCENTAGE OWNERSHIP OF SELLING SHAREHOLDERS
SELLING SHAREHOLDER NUMBER OF ESCROWED SHARES PRO RATA PERCENTAGE
------------------- ------------------------- -------------------
Xxxxxx Xxxxxxxx 3,500 2.5%
Xxxxxxxx Xxxx 3,500 2.5%
ProStep
Produktdatentechnologie
GMBH 66,500 47.5%
Xxxxxxx Xxxxxxxx 66,500 47.5%
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EXHIBIT C
FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE
STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, _______________ hereby sells, assigns and transfers
unto SPATIAL TECHNOLOGY INC., a Delaware corporation (the "Company"), pursuant
to the Escrow Instructions attached as Schedule B under that certain Escrow
Agreement, dated December __, 1998, by and among the undersigned, the Company,
Norwest Bank Colorado, National Association (the "Escrow Agent") and certain
other parties (the "Agreement"), _________________ (_________) shares of Common
Stock of the Company standing in the undersigned's name on the books of the
Company represented by Certificate No. __ and does hereby irrevocably constitute
and appoint the Company's Secretary attorney to transfer said stock on the books
of the Company with full power of substitution in the premises. This Assignment
may be used only in accordance with and subject to the terms and conditions of
the Agreement, in connection with the release of shares of Common Stock to the
Company pursuant to the Agreement, and only to the extent that such shares
remain subject to the Agreement.
Dated:
------------------
---------------------------------
(Signature)
---------------------------------
(Print Name)
[INSTRUCTION: Please do not fill in any blanks other than the signature line.
The purpose of this Assignment is to enable the Company to exercise its rights
as set forth in the Agreement without requiring additional signatures on the
part of Purchaser.]
2.
