EXHIBIT 99.1
ESCROW AGREEMENT
STATE OF ARIZONA
COUNTY OF MARICOPA
This escrow agreement is executed on the 23rd day of December 2003 and is
between Expert Systems, Inc., (the "Issuer") and Xxxxxxx X. Xxxx (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 $100,000.00 "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 Attorney Trust
Account ("IOLTA 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.
1. All funds received from the Investor's shall promptly be deposited in the
IOLTA account. All proceeds shall be payable to Xxxxxxx X. Xxxx fbo Expert
Systems, Inc. The Escrow Agent shall not be required to accept for deposit
into the IOLTA account any funds which are not accompanied by the
appropriate Subscription Information.
2. If the Minimum Offering is not achieved, the funds received from Investor's
and deposited in the IOLTA account shall be refunded.
3. 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
upon opening of escrow and if the Minimum Offering is achieved the Escrow
Agent shall receive an additional fee of five hundred ($500.00) dollars to
be paid by the Issuer.
4. Escrow Agent shall continue to receive such funds and perform such
disbursements until either the Maximum Offering is achieved or instructed
to cease by the Issuer whichever event happens first. Thereafter this
agreement shall terminate.
5. Other than establishing and maintaining this Escrow Account and complying
with agreement, the Escrow Agent shall have no further liability or
responsibility.
6. 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.
7. 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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Exhibit 99.1
Escrow Agreement - continued
8. 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 its 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 its costs in the event the funds are interpleaded into the court.
9. This agreement is entered into for the express benefit of the Issuer.
10. The laws of the State of Arizona shall apply to this agreement.
THEREFORE, the parties to this agreement intending to be legally bound have
executed this document on the date set forth above.
_____________________________
Xxxxxxx X. Xxxx, Escrow Agent
_____________________________
Xxxxxxx Xxxxxx, President
Expert Systems, Inc.
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