ESCROW AGREEMENT
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This escrow agreement is entered into by and between Diablo Consultants,
Inc., a California corporation, with a business address of 0000 Xxxxxxxx Xxxxx,
Xxx. 000, Xxxxxx Xxxxx, XX 00000, hereafter referred to as "Diablo"; Bluegate
Corporation, with a business address of 000 X. Xxxx Xxx Xxxx, Xxx. 000 ,
Xxxxxxx, Xxxxx 00000, hereafter referred to as "Bluegate," and Xxxxxxxxx Law
Office, APC, with a business address of 000 Xxxxxxxx, Xxxxx 000, Xxx Xxxxx, XX
00000, hereafter referred to as "Xxxxxxxxx."
RECITALS
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Diablo and Bluegate entered into a corporate advisory services contract on
March 10, 2005. A copy of this Contract is attached hereto as Exhibit A to this
Escrow Agreement, and is incorporated fully herein by reference as though fully
set out.
Section 2 of the Diablo/Bluegate contract provides that Bluegate will be
retaining Diablo for services rendered under the advisory contract by paying
Diablo 430,000 shares of restricted Bluegate common stock. Bluegate and Diablo
agreed that the stock consideration would be paid on a monthly basis in 33,000
share tranches, with the express agreement that three of the monthly payments
equaling 99,000 would be made immediately upon the execution of the advisory
services agreement, with the remaining monthly payments to begin on June 10,
2005, and continuing monthly until all of the shares are distributed, with any
remaining shares to be distributed by March 10, 2006, at the close of the one
year term of the advisory contract.
Both Diablo and Bluegate desire to retain Xxxxxxxxx Law Office, APC, to act
as an escrow agent to distribute the common shares of stock consideration as
provided for in the advisory services contract. Both Diablo and Bluegate have
signed a conflicts waiver to effectuate the handling of the escrow by Mailander.
Attached hereto is a fully executed copy of the conflicts waiver. A copy of this
waiver is attached hereto as Exhibit B to this Escrow Agreement, and is
incorporated fully herein by reference as though fully set out.
Xxxxxxxxx is amenable to providing the escrow services provided for herein.
WHEREFORE, THE PARTIES AGREE AS FOLLOWS:
Section 1. DEPOSIT OF SHARES. Bluegate agrees to deposit all shares subject to
this agreement with Xxxxxxxxx upon execution hereof, but in no instance later
than 72 hours from the date of execution of this Agreement.
Section 1.01. ACCOUNTING. Xxxxxxxxx will account for all shares under its
control and custody and mail to Bluegate and Diablo periodic accountings showing
the number of shares on account and the number of shares disbursed pursuant to
the advisory services contract between Diablo and Bluegate.
Section 2. ESCROW ACTION UPON DISPUTE. Should any dispute arise between Diablo
and Bluegate concerning the advisory services contract set out in Exhibit B, the
parties direct Xxxxxxxxx to maintain the escrow account without making
disbursements until either authorized to do so by a arbitrator under the
advisory services agreement, Section 17, or by a written direction of the
parties signed by Diablo and Bluegate by their respective agents.
Section 3. HOLD HARMLESS. Both Diablo and Bluegate agree to Mailander harmless
from any and all liability regarding services provided by this escrow agreement,
including attorney fees and costs arising therefrom. Any disputes related to
this escrow agreement shall be handled by binding arbitration in San Diego
County, State of California. Costs shall be borne equally and the prevailing
party may be entitled to recover attorney fees costs.
Section 4. FEE FOR ESCROW. Bluegate agrees to pay to Xxxxxxxxx $500 execution
hereof as a fee for handling this escrow.
IT IS SO AGREED.
Dated:
XXXXXXXXX LAW OFFICE, APC
By:
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Xxx Xxxxxxxxx, President
BLUEGATE CORPORATION
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
--------------------------- [printed name]
Its: C.F.O.
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DIABLO CONSULTANTS, INC.
By: /s/ Xxxxxx Xxx
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Xxxxxx Xxx, President
