ESCROW AGREEMENT
Exhibit
99(a)
STATE
OF
NEVADA
COUNTY
OF
XXXXX
This
escrow agreement is executed on the 31st day of
May 2007
and is between MELTDOWN MASSAGE AND BODY WORKS, INC. (the “Issuer”) and Xxxxxxx
Xxxxxxxxx, Esq. (the “Escrow Agent”).
WHEREAS,
the Issuer proposes to offer on a best efforts basis (the “Offer”), a minimum of
$20,000.00 (the “Minimum Offering”) and $75,000.00 “Maximum Offering”) of the
Issuer’s Common Stock (the “Security”) in to prospective Investors, in several
transactions and the parties have agreed that Escrow Agent shall hold all
certificates representing said securities until the Minimum Offering has been
achieved and been paid to the Escrow Agent who shall then hold the securities
and the funds received until all prerequisites and conditions to disbursement
have occurred, and
WHEREAS,
Investor funds will be deposited in Escrow Agent’s Escrow Account (“Escrow
Account”),
NOW,
therefore, the parties to this agreement, in reliance upon the covenants and
promises of each other, mutually agree to the following terms and conditions,
which shall regulate the use of the funds placed in this account.
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1.
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All
funds received from the Investor’s shall promptly be deposited in the
Escrow Account. All proceeds shall be payable to Xxxxxxx Xxxxxxxxx,
Esq. Trust Account fbo Meltdown Massage and Body Works, Inc. The
Escrow Agent shall not be required to accept for deposit into the
Escrow
Account any funds which are not accompanied by the appropriate
Subscription Information.
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2.
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If
the Minimum Offering is not achieved, the funds received from Investor’s
and deposited in the Escrow Account shall be
refunded.
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3.
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Upon
the receipt of the funds amounting to the Minimum Offering, the Escrow
Agent shall disburse such funds to the Issuer and disburse the Securities
purchased as instructed to the parties designated by the Investors
for
receipt. Escrow agent shall receive a fee of five hundred ($500.00)
dollars in the event the Minimum Offering is achieved, to be paid
by the
Issuer from the Escrow Account along with any applicable bank
charges.
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4.
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Escrow
Agent shall continue to receive such funds and perform such disbursements
until either the Maximum Offering is achieved or a period of 90 days
from
the beginning of the Offer, whichever event occurs first. Thereafter
this agreement shall terminate.
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5.
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Other
than establishing and maintaining this Escrow Account and complying
with
agreement, the Escrow Agent shall have no further liability or
responsibility.
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6.
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The
fact that the Escrow Agent has agreed to perform the limited function
of
Escrow Agent stated in this agreement does not mean that the agent
has
passed upon the merits of, or recommended, or given advice to any
person
regarding the business or legal merits of, the Offering of Securities
contemplated in this agreement.
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7.
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The
agent’s name shall not be used in any way that may imply an association
with any of the parties to this agreement other than that of Escrow
Agent.
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8.
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In
the event of any reasonable uncertainty or any dispute with respect
to the
proper disposition of the funds, the Escrow Agent may interplead
the funds
into the registry of the court and recover his reasonable attorney’s fees
from the parties to this agreement. The parties hereto agree and
acknowledge that the Escrow Agent’s attorney fees and expenses may be
taken out of the funds that were placed in the registry of the court
and
the parties grant the Escrow Agent a security interest and lien on
the
funds to secure his costs in the event the funds are interpleaded
into the
court.
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9.
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This
Agreement is entered into for the express benefit of the
Issuer.
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10.
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The
laws of the State of Nevada shall apply to this
agreement.
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THEREFORE,
the parties to this agreement intending to be legally bound have executed this
document on the date set forth above.
/Signed/
Xxxxxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx, Esq., Escrow Agent
/Signed/
Xxxxxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx, President
Meltdown
Massage and Body Works, Inc.
