ESCROW AGREEMENT
Home Point of Sale, Inc. ("HPOS") and Leggoons, Inc. ("Leggoons") and
First National Bank of Omaha (hereinafter referred to as "Escrow Agent"),
mutually agree as follows:
1. Purpose. This Agreement is for the purposes of providing an
arrangement which will insure that 2,755,000 shares of common stock of
Leggoons deposited with Escrow Agent will be delivered to HPOS or cancelled
pursuant to the terms hereof.
2. Escrow Items. Escrowed pursuant hereto is certificate no.
________ for 2,755,000 shares of common stock of Leggoons.
3. Source of the Leggoons Stock. HPOS and Leggoons have entered into
an agreement for the license by HPOS to Leggoons of 100% of the business and
assets relating to "Wagering Gate" in exchange for certain Leggoons stock.
4. Appointment. HPOS and Leggoons hereby appoint the Escrow Agent to
serve as Escrow Agent for the purposes set forth herein and the Escrow Agent
hereby accepts the appointment. Escrow fee is ___________________.
5. Release of Escrow Items. Escrow items may be released from this
escrow to HPOS only upon notice that on or before February 10, 1998 the common
stock of Leggoons has traded at prices of $3.00 or more for 20 consecutive
trading days as reported by the NASD's Bulletin Board or NASDAQ's SmallCap
Market. Market prices are to be adjusted for stock splits and
recapitalizations. In the event the common stock fails to meet such trading
prices by February 10, 1998, the certificate is to be returned to the Transfer
Agent of Leggoons for cancellation.
6. Escrow Agent's Responsibility. HPOS and Leggoons agree to provide
to the Escrow Agent all information necessary to facilitate the
administration of this Agreement and the Escrow Agent may rely upon any
representation so made. In performing any of his duties hereunder, the Escrow
Agent may not be held to take notice of any terms of any Agreement or rights
with respect thereto unless specifically stated herein. HPOS and Leggoons
hereby agree to indemnify and hold harmless the Escrow Agent against any and
all claims, losses, damages, liabilities, costs and expenses, including
litigation, arising hereunder, which might be imposed or incurred for any acts
or omissions of the Escrow Agent, except for acts or omissions of the Escrow
Agent that involve gross negligence or willful misconduct.
7. Amendments. This Agreement may not, in any manner, be amended or
modified unless the prior written consent of Xxxxx X. Xxxxxxx and Xxxxxx
Xxxxxx, or thier respective executors or assigns, is obtained.
7. Governing Law and Captions. This Agreement shall be governed and
interpreted by the laws of the State of Nebraska. The captions in this
Agreement are included for convenience of reference only and in no way define
or limit any of the provisions hereof or otherwise affect the construction or
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effect of this Agreement.
8. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which togeth
er shall constitute one and the same instrument.
Dated: __________________, 1997
HOME POINT OF SALE, INC.
By_________________________________
Xxxxxx X. Xxxxxx, Chairman of
the Board
LEGGOONS, INC.
By_________________________________
Xxxxx X. Xxxxxxx, President
ESCROW AGENT: FIRST NATIONAL BANK
OF OMAHA
By________________________________
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