PROCEEDS ESCROW AGREEMENT
THIS PROCEEDS ESCROW AGREEMENT (this "Agreement") is made and entered into this
___ day of September, 1999, by and between ISW INTERNATIONAL, INC., a Florida
corporation (the "Company"), and BRIGHTON BANK, a Utah banking corporation (the
"Escrow Agent").
Premises
The Company proposes to offer for sale to the general public in
certain states a total of Shares of common stock (the "Common Stock"), par value
$0.01, at an offering price of $1.00 per Share in accordance with the
registration provisions of the Securities Act of 1933, as amended, and pursuant
to a registration statement on form SB-l (the "Registration Statement") to be
filed with the Securities and Exchange Commission. The Company agrees herein to
offer for sale the Common Stock in accordance with the terms of the prospectus
contained in the Registration Statement. In accordance with the terms of the
Registration Statement, the Company desires to provide for the escrow of the
gross subscription payments for Common Stock until the amount, as set forth
below, has been received.
Agreement
NOW, THEREFORE, the parties hereto agree as follows:
1. Company or any officer or representative of the Company from
subscriptions for the purchase of Common Stock in the subject offering shall be
deposited promptly with the Escrow Agent, but in any event no later than noon of
the next business day following receipt.
2. Concurrently with transmitting funds to the Escrow Agent, the
Company shall also deliver to the Escrow Agent a schedule setting forth the name
and address of each subscriber whose funds are included in such transmittal, the
number of Shares subscribed for, and the dollar amount paid. All funds so
deposited shall remain the property of the subscriber and shall not be subject
to any lien or charges by the Escrow Agent, or judgments or creditors' claims
against the Company until released to it in the manner hereinafter provided.
3. If at any time prior to the expiration of the minimum offering
period, as specified in paragraph 4, $500,000 has been deposited pursuant to
this Agreement, the Escrow Agent shall confirm the receipt of such funds to the
Company.
4. If the Company and its agents have not deposited $500,000 in good
funds with the Escrow Agent by February 15, 2000, the Escrow Agent shall so
notify the Company and shall promptly transmit to those investors who subscribed
for the purchase of Shares the amount of money each such investor so paid. The
Escrow Agent shall furnish to the Company an accounting for the refund in full
to all subscribers.
5. If at any time prior to the termination of this escrow the Escrow
Agent is advised by the Securities and Exchange Commission that a stop order has
been issued with respect to the Registration Statement, the Escrow Agent shall
thereon return all funds to the respective subscribers.
6. It is understood and agreed that the duties of the Escrow Agent are
entirely ministerial, being limited to receiving monies from the Company and its
agents and holding and disbursing such monies in accordance with this Agreement.
7. The Escrow Agent is not a party to, and is not bound by, any
agreement between the Company and any other party which may be evidenced by or
arise out of the foregoing instructions.
8. The Escrow Agent acts hereunder as a depository only, and is not
responsible or liable in any manner whatsoever for the sufficiency, correctness,
genuineness, or validity of any instrument deposited with it, or with respect to
the form or execution of the same, or the identity, authority, or rights of any
person executing or depositing the same.
9. The Escrow Agent shall not be required to take or be bound by notice
of any default of any person or to take any action with respect to such default
involving any expense or liability, unless notice in writing is given to an
officer of the Escrow Agent of such default by the undersigned or any of them,
and unless it is indemnified in a manner satisfactory to it against any expense
or liability arising therefrom.
10. The Escrow Agent shall not be liable for acting on any notice,
request, waiver, consent, receipt, or other paper or document believed by the
Escrow Agent to be genuine and to have been signed by the proper party or
parties.
11 The Escrow Agent shall not be liable for any error of judgment or
for any act done or step taken or omitted by it in good faith, or for any
mistake of fact or law, or for anything which it may do or refrain from doing in
connection herewith, except its own willful misconduct.
12. The Escrow Agent shall not be answerable for the default or
misconduct of any agent, attorney, or employee appointed by it if such agent,
attorney, or employee shall have been selected with reasonable care.
13. The Escrow Agent may consult with legal counsel in the event of any
dispute or question as to the consideration of the foregoing instructions or the
Escrow Agent's duties hereunder, and the Escrow Agent shall incur no liability
and shall be fully protected in acting in accordance with the opinion and
instructions of such counsel.
14. In the event of any disagreement between the undersigned or any of
them, the person or persons named in the foregoing instructions, and/or any
other person, resulting in adverse claims and/or demands being made in
connection with or for any papers, money, or property involved herein or
affected hereby, the Escrow Agent shall be entitled at its option to refuse to
comply with any such claim, or demand so long as such disagreement shall
continue and, in so refusing, the Escrow Agent shall not be or become liable to
the undersigned or any of them or to any person named in the foregoing
instructions for the failure or refusal to comply with such conflicting or
adverse demands, and the Escrow Agent shall be entitled to continue to so
refrain and refuse to so act until:
(a) the rights of adverse claimants have been finally adjudicated in a
court assuming and having jurisdiction of the parties and the money, papers, and
property involved herein or affected hereby; and/or
(b) all differences shall have been adjusted by agreement and the
Escrow Agent shall have been notified thereof in writing signed by all of the
persons interested.
15. The fee of the Escrow Agent is $ 750.00, receipt of which is hereby
acknowledged. In addition, if a minimum of $500,000 is not received in escrow
within the escrow period and the Escrow Agent is required to return funds to
investors as provided in section 4, the Escrow Agent shall receive a fee of $
5.00 per check for such service. The fee agreed on for services rendered
hereunder is intended as full compensation for the Escrow Agent's services as
contemplated by this Agreement; however, in the event that the conditions of
this Agreement are not fulfilled, the Escrow Agent renders any material service
not contemplated by this Agreement, there is any assignment of interest in the
subject matter of this Agreement, there is any material modification hereof, any
material controversy arises hereunder, or the Escrow Agent is made a party to or
justifiably intervenes in any litigation pertaining to this Agreement or the
subject matter hereof, the Escrow Agent shall be reasonably compensated for such
extraordinary expenses, including reasonable attorneys' fees, occasioned by any
delay, controversy, litigation, or event and the same may be recoverable only
from the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective duly authorized officers, as of the date first
above written.
By ________________________________________
Duly Authorized Officer
Brighton Bank hereby acknowledges receipt of this Agreement and agrees
to act in accordance with said Agreement and on the terms and conditions above
set forth this ___ day of September 1999.
BRIGHTON BANK
By _______________________________________
Duly Authorized Officer
