SAFEKEEPING AGREEMENT
This Safekeeping Agreement is entered into effective the 27th day of July,
1998, between Abacus Capital, L.L.C. ("Abacus") and Baywood International, Inc.
("Baywood").
RECITALS
A. Baywood is depositing the sum of Ten Thousand Dollars ($10,000) (the
"Deposit") pursuant to the Authorization to Proceed executed by and between the
parties (the "Agreement"). Capitalized terms used and not defined herein shall
have the meanings assigned to them in the Agreement.
B. The parties desire that the Deposit be held in safekeeping by Xxxxxxx &
Xxxxx P.L.L.C, pursuant to the terms set for below.
NOW THEREFORE, based upon the above recitals and in consideration of the
covenants contained herein, the parties agree as follows:
AGREEMENT
1. The parties hereby deliver Ten Thousand Dollars ($10,000) (the "Funds")
to Xxxxxxx & Biagi, P.L.L.C. to hold in safekeeping subject to the provisions
contained herein.
2. Xxxxxxx & Xxxxx P.L.L.C. shall hold the Funds in safekeeping in a trust
account and shall disburse the Funds in accordance with the Agreement.
Notwithstanding the foregoing, Xxxxxxx & Biagi P.L.L.C. shall comply with any
written instructions which shall be agreed to by the parties. Upon actual
receipt of written instructions by a party hereto (the "instructing party") to
take any action inconsistent with the Agreement, Xxxxxxx & Xxxxx, P.L.L.C. shall
forthwith notify the non-instructing party in writing of its receipt of such
instruction and that Xxxxxxx & Biagi P.L.L.C. shall comply with said instruction
unless a written objection thereto is actually received by Xxxxxxx & Xxxxx,
P.L.L.C. on or before the tenth (10th) day following the non-instructing party's
actual receipt of said notice. If no objection is received by Xxxxxxx & Biagi,
P.L.L.C. within said ten (10) day period, Xxxxxxx & Xxxxx, P.L.L.C. shall
release the Funds to the instructing party. Any objection provided to Xxxxxxx &
Biagi, P.L.L.C. shall include specific facts supporting the objection and, if
possible, documentary evidence supporting those facts.
3. If a party objects in writing to the release of the Funds pursuant to
paragraph 2 above, or if at any time during the life of this Safekeeping
Agreement any reasonable uncertainty exists, or any dispute shall arise between
any of the parties hereto, or their respective successors or assigns, as to the
delivery by Xxxxxxx & Xxxxx, P.L.L.C. of the Funds, as to the ownership or right
of possession thereto, or as to any matter pertaining to this Safekeeping
Agreement, Xxxxxxx & Biagi, P.L.L.C. may, at its sole and absolute discretion,
hold in its possession, without liability, the Funds until such dispute or
uncertainty shall have been settled to Xxxxxxx & Xxxxx, P.L.L.C.'s satisfaction;
or interplead or commence any similar action and deposit said Funds with the
Clerk of the Superior Court for King County; or deposit said Funds with an
escrow agent of its own choosing, and thereupon shall be relieved of any and all
liability, whatsoever, with respect thereto; and the parties jointly and
severally agree to pay all costs and attorneys' fees Xxxxxxx & Xxxxx, P.L.L.C.
incurs in any such suit or dispute.
4. The parties expressly indemnify and hold harmless Xxxxxxx & Biagi,
P.L.L.C., its agents, attorneys and employees for any and all acts under this
Agreement except for willful misconduct or recklessness in the deposit and
handling and delivery of the Funds.
5. The parties hereto expressly acknowledge and accept that Xxxxxxx &
Xxxxx, P.L.L.C. has acted as and is the attorney at law for Abacus in connection
with the underlying transactions referred to herein.
6. The undersigned expressly acknowledge that each has read the foregoing
agreement and understands and agrees to the terms contained herein.
7. Any notice or other communication which is required or permitted
hereunder shall be in writing and shall be deemed to have been delivered and
received (a) on the day of (or, if not a business day, the first business day
after) its having been personally delivered or telecopied to the following
address or telecopy number; (b) on the first business day after its having been
sent by overnight delivery service to the following address; or (c) if sent by
regular, registered or certified mail, when actually received at the following
address;
If to Abacus:
Abacus Capital L.L.C.
00000 XX 0xx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
If to the Baywood:
Baywood International, Inc.
00000 Xxxxx 00xx Xxxxx, Xxxxx 0
Xxxxxxxxxx, XX 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
If to Xxxxxxx & Xxxxx, P.L.L.C.
Xxxxxxx & Biagi
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX
Attention: Xxxxx X. Xxxx
Telecopier No.: (000) 000-0000
Telephone No.- (000) 000-0000
ABACUS CAPITAL, L.L.C. BAYWOOD INTERNATIONAL, INC.
By /s/ Xxxxx X. Xxxxx By /s/ Xxxx Xxxxxxxxxx
---------------------------- -------------------------------
Xxxxx X. Xxxxx, Manager Xxxx Xxxxxxxxxx, President/CEO
The above Safekeeping Agreement provisions are received and accepted this
day ____ of _____________________, 1998.
XXXXXXX & BIAGI, P.L.L.C.
/s/ Xxxxx X. Xxxxx, Xx.
----------------------------------
Xxxxx X. Xxxxx, Xx.
Manager
