INDEMNIFICATION AND ESCROW AGREEMENT
THIS INDEMNIFICATION AND ESCROW AGREEMENT (the "Agreement")
is made and entered into as of May 9, 1997, by and between
COLOROCS INFORMATION TECHNOLOGIES, INC, a Georgia corporation
("Colorocs"), VIEWCALL AMERICA, INC., a Georgia corporation
("VCA"), NETCHANNEL INC., a Delaware corporation ("NetChannel"),
NETCHANNEL STUDIOS, INC., a Delaware corporation ("Purchaser"),
and Xxxxxxx Xxxxx, Esq. ("Escrow Agent").
Background
A. Contemporaneously with the execution and delivery
hereof, Purchaser has acquired (a) certain assets (the "Purchased
Assets") of VCA pursuant to an Asset Acquisition Agreement by and
between VCA, NetChannel, and Purchaser (the "Asset Acquisition
Agreement"), and (b) certain Promissory Notes evidencing certain
indebtedness of VCA owed to Colorocs together with all right,
title, and interest of Colorocs in and to a Security Agreement
securing such indebtedness, pursuant to a Note and Security
Agreement Purchase Agreement (the "Note Purchase Agreement") of
even date herewith, by and between Colorocs, NetChannel, and
Purchaser.
B. Under the terms of the Asset Acquisition Agreement,
NetChannel issued 555,556 shares of NetChannel Series C Preferred
Stock (the "Series C Preferred") to VCA, all of which is to be
held by Escrow Agent pursuant to the terms of this Agreement.
Pursuant to the Note and Security Interest Purchase Agreement,
NetChannel issued to Colorocs, 2,300,000 shares of Series B
Preferred Stock of NetChannel ("Series B Preferred") and 414,280
shares of Series C Preferred, 300,000 shares of which is to be
held by Escrow Agent pursuant to the terms of this Agreement.
C. The execution and delivery of this Agreement was a
material inducement to and a condition precedent to the execution
and delivery of the Asset Acquisition Agreement and the Note
Purchase Agreement by NetChannel and Purchaser.
D. Pursuant to this Agreement, each of Colorocs and VCA
have agreed to indemnify NetChannel and Purchaser against certain
Losses and to deliver to Escrow Agent an aggregate 855,556 shares
of Series C Preferred for the purposes described hereby.
Agreement
For and in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree:
Section 1. Definitions
The capitalized terms below are used in this Agreement with
the meanings thereafter ascribed:
"Colorocs Escrowed Shares" means 300,000 shares of Series C
Preferred issued to Colorocs pursuant to the Note Purchase
Agreement which are held in escrow pursuant to this Agreement.
"Excluded Liability" means any liability which is not
expressly assumed by Purchaser or NetChannel in the Asset
Acquisition Agreement.
"Losses" means any and all loss, demand, action, cause of
action, assessment, damage, liability, cost, settlement, or
expense, including without limitation, interest, penalties,
remedial action, fines, and reasonable attorneys' and other
professional fees and expenses incurred in the investigation,
prosecution, defense, or settlement of any such loss, demand,
action, or cause of action.
"Type 1 Loss" means any and all Losses asserted against,
relating to, imposed upon, or incurred by NetChannel or Purchaser
by reason of, resulting from, based upon, or arising out of (a)
the breach, inaccuracy, untruth, or incompleteness of any
representation or warranty of VCA contained in the Asset
Acquisition Agreement, and (b) any Excluded Liability, provided
however, that Type 1 Losses shall not include any Loss that is a
Type 2 Loss.
"Type 2 Loss" means any and all Losses asserted against,
relating to, imposed upon, or incurred by NetChannel or Purchaser
by reason of, resulting from, based upon, or arising out of
claims asserted against NetChannel or Purchaser by any
shareholder of VCA for breach of fiduciary duty of Colorocs or
VCA, attempting to set aside the transactions contemplated by the
Asset Acquisition Agreement or the Note Purchase Agreement, or
any other claim derived from their status as a shareholder,
excluding however any claim for dissenter's rights.
"VCA Escrowed Shares" means 555,556 shares of Series C
Preferred Stock issued to VCA pursuant to the Asset Acquisition
Agreement, which are held in escrow pursuant to this Agreement.
Appointment and Duties of Escrow Agent
Section 1.1 Appointment of Escrow Agent.
Purchaser, NetChannel, Colorocs, and VCA each hereby designate
and appoint Escrow Agent to serve as escrow agent, and Escrow
Agent hereby confirms its agreement to act as escrow agent
subject to the terms, conditions, and provisions of this
Agreement.
Section 1.2. Delivery and Custody of Escrowed Shares.
(a) NetChannel, Purchaser, and Colorocs have
delivered to Escrow Agent share certificate PC-4 evidencing
the Colorocs Escrowed Shares, with a stock transfer power
attached thereto, duly endorsed in blank, authorizing Escrow
Agent to transfer the Colorocs Escrowed Shares as
contemplated by Section 2.5 of this Agreement; and
(b) NetChannel, Purchaser, and VCA have delivered
to Escrow Agent share certificate PC-5 evidencing the VCA
Escrowed Shares, with a stock transfer power attached
thereto, duly endorsed in blank, authorizing Escrow Agent to
transfer the VCA Escrowed Shares as contemplated by Section
2.5 of this Agreement.
Escrow Agent acknowledges the receipt of the Colorocs Escrowed
Shares and the VCA Escrowed Shares (collectively, the "Escrowed
Shares"). Escrow Agent shall hold the Escrowed Shares on and
subject to the terms and conditions of this Agreement and shall
deliver the Escrowed Shares as provided herein.
Section 2. Indemnification
Section 2.1. Agreement of Colorocs and VCA to Indemnify.
(a) Subject to the terms and conditions of this
Agreement, each of Colorocs and VCA jointly and severally
agree to indemnify, defend, and hold harmless each of
NetChannel and Purchaser from, against, for, and in respect
of any and all Type 1 Losses and any and all Type 2 Losses.
(b) The obligation of Colorocs to indemnify
NetChannel and Purchaser for:
(i) Any Type 1 Losses and Type 2 Losses, is
subject to the condition that Colorocs shall have
received notice of the Losses for which indemnity
is sought on or before May 9, 1998 (first
anniversary of the Closing);
(ii) Any Type 1 Losses, is subject to the
additional condition that all VCA Escrowed Shares
have been released to NetChannel or to third party
claimants in settlement of (x) Indemnification
Claims (as defined below) or (y) Excluded
Liabilities as provided in Section 2.4 hereof.
(c) The obligation of VCA to indemnify NetChannel
and Purchaser for:
(i) Type 1 Losses and Type 2 Losses is subject to
the condition that VCA shall have received notice of
the Losses for which indemnity is sought on or before
March 31, 1998;
(ii) Type 2 Losses, is subject to the condition
that all Colorocs Escrowed Shares have been released to
NetChannel or to third party claimants in settlement of
Indemnification Claims.
(d) The exclusive remedy of NetChannel and Purchaser
against Colorocs and VCA for any Losses hereunder shall be
the exercise by NetChannel and Purchaser of their right to
indemnification hereunder. Colorocs and VCA shall not be
liable for damages in excess of the actual damages suffered
by NetChannel and Purchaser as a result of the act,
circumstance, or condition for which indemnification is
sought, and the maximum liability of Colorocs and VCA shall
be limited to the Escrowed Shares. The maximum liability of
Colorocs for Type 1 Losses and Type 2 Losses shall not
exceed 300,000 of the Colorocs Escrowed Shares.
Section 2.2. Procedures for Indemnification. As used herein,
the term "Indemnitor" means the party against whom
indemnification hereunder is sought, and the term "Indemnitee"
means the party seeking indemnification hereunder.
(a) A claim for indemnification hereunder
("Indemnification Claim") shall be made by Indemnitee by
delivery of a written declaration to Indemnitor requesting
indemnification and specifying the basis on which
indemnification is sought and the amount of asserted Losses
and, in the case of a matter which involves a Type 1 Loss
which involves a Third Party Claim or a Type 2 Loss,
containing (by attachment or otherwise) such other
information as Indemnitee shall have concerning such
potential Type 1 Loss or Type 2 Loss.
(b) If the Indemnification Claim involves a matter
which could result in a Third Party Claim, the procedures
set forth in Section 2.3 shall be observed by Indemnitee and
Indemnitor.
(c) If the Indemnification Claim involves a matter
which could give rise to a Type 1 Loss which is not a Third
Party Claim, the Indemnitor shall have thirty (30) days to
object to such Indemnification Claim by delivery of a
written notice of such objection to Indemnitee specifying in
reasonable detail the basis for such objection. Failure to
timely so object shall constitute a final and binding
acceptance of the Indemnification Claim by the Indemnitor
and the Indemnification Claim shall be paid and satisfied in
accordance with Section 2.5 hereof. If an objection is
timely interposed by the Indemnitor and the dispute is not
resolved within forty-five (45) business days from the date
(such period is hereinafter the "Negotiation Period")
Indemnitee receives such objection, such dispute shall be
resolved by arbitration in San Francisco, California in
accordance with the Commercial Rules of the American
Arbitration Association.
(d) Indemnitee shall have the right to require Escrow
Agent to reserve the estimated amount of a Loss (estimated
in good faith) for a Type 1 Loss and a Type 2 Loss for which
an Indemnification Claim is submitted to Indemnitee. The
reserve shall reduce the number of Escrowed Shares, which
can be released to Colorocs or to VCA upon the events
described in Section 2.7 hereof. In the event that
Indemnitee shall withdraw such Indemnification Claim or
Indemnitor shall prevail in such Indemnification Claim,
Indemnitee shall remove from the reserve the number of
Escrowed Shares previously reserved under this Section
2.2(d). In computing the amount the number of Escrowed
Shares to be reserved, the amount claimed by Indemnitee in
an Indemnification Claim shall be divided by the greater of
(x) $2.70 or (y) the per share price of the most recent sale
and issuance by NetChannel of preferred stock.
Section 2.3. Defense of Third Party Claims. Should any
claim be made, or suit or proceeding be instituted against
Indemnitee which, if prosecuted successfully, would be a matter
for which Indemnitee is entitled to indemnification under this
Agreement as a Type 1 Loss or a Type 2 Loss, (a "Third Party
Claim"), the obligations and liabilities of the parties hereunder
with respect to such Third Party Claim shall be subject to the
following terms and conditions:
(a) The Indemnitee shall give the Indemnitor written
notice of any such claim promptly after receipt by the
Indemnitee of notice thereof, and the Indemnitor will
undertake the defense thereof by representatives of its own
choosing reasonably acceptable to the Indemnitee. The
assumption of the defense of any such claim by the
Indemnitor shall be an acknowledgment by the Indemnitor of
its obligation to indemnify the Indemnitee with respect to
such claim hereunder. If, however, the Indemnitor fails or
refuses to undertake the defense of such claim as provided
herein within ten (10) days after written notice of such
claim has been given to the Indemnitor by the Indemnitee,
the Indemnitee shall have the right to undertake the
defense, compromise and settlement of such claim with
counsel of its own choosing.
(b) The Indemnitee and Indemnitor shall cooperate with
each other in all reasonable respects in connection with the
defense of any Third Party Claim, including making available
records relating to such claim and furnishing, without
expense to the Indemnitor, management employees of the
Indemnitee as may be reasonably necessary for the
preparation of the defense of any such claim or for
testimony as witness in any proceeding relating to such
claim.
Section 2.4. Settlement of Excluded Liabilities. If VCA
or Colorocs settles an Excluded Liability on terms reasonably
acceptable to Purchaser and NetChannel, then VCA or Colorocs, as
the case may be, and NetChannel and Purchaser will agree in
writing (the "Release Notice") upon a number of Escrowed Shares
to be released from escrow in respect of such settlement (the
"Released Shares"). Escrow Agent, when presented with the
Release Notice, will deliver a certificate evidencing the
Released Shares registered in the name of the person specified in
the Release Notice.
Section 2.5. Payment of Claims. Upon a final
determination of the amount of an Indemnification Claim for which
Colorocs and VCA is liable to NetChannel and Purchaser, whether
(i) by agreement between Indemnitor and Indemnitee, (ii) by an
arbitration award, or (iii) by final judgment or another final
nonappealable order, (the evidence of such final determination is
hereinafter (an "Award Notice"), Indemnitor shall pay the amount
of such Indemnification Claim as follows:
(a) If the Indemnification Claim involves a Type 1
Loss, Indemnitor shall deliver to Escrow Agent the Award
Notice indicating the number and source of Escrowed Shares
to be issued in satisfaction of the Indemnification Claim,
and Escrow Agent shall issue a certificate evidencing the
number of Escrowed Shares specified in the Award Notice.
(b) If the Indemnification Claim involves a Type 2
Loss, Indemnitor shall deliver to Escrow Agent the Award
Notice indicating the number and source of Escrowed Shares
to be issued in respect of the Indemnification Claim, and
Escrow Agent shall issue such number of Escrowed Shares
specified in the Award Notice.
(c) This Section 2.5 sets forth the exclusive means of
payment of Indemnification Claims by Colorocs and VCA. In
determining the number of Escrowed Shares to issue in
satisfaction of an Award Notice, Escrow Agent shall divide
the dollar amount specified in the award notice by the
greater of (x) $2.70 or (y) the per share price of the most
recent sale and issuance by NetChannel of preferred stock.
Section 2.6. Transfer Agent Duties of Escrow Agent. To
facilitate settlement of Excluded Liabilities and payment of
Indemnification Claims, Escrow Agent shall perform transfer agent
services as provided in this Section 2.6. Promptly after receipt
of a Release Notice pursuant to Section 2.4 hereof or an Award
Notice pursuant to Section 2.5 hereof, Escrow Agent shall take
the following actions:
(a) Cancel the certificate (or certificates as the
case may be) evidencing the Escrowed Shares registered in
the name of VCA or Colorocs, whichever is identified as the
Indemnitee in the Release Notice or the Award Notice (as the
case may be), by marking the certificate on its face
"cancelled."
(b) Prepare two new certificates, (i) one registered
in the name of the person and evidencing the number of
Escrowed Shares specified in the Release Notice or the Award
Notice, and (ii) the other registered in the name of VCA or
Colorocs, whichever is applicable, evidencing a number of
Escrowed Shares equal to the difference between the
certificate cancelled and the certificate described in
clause (i) of this subsection (b), provided, however, that
if there are insufficient shares evidenced by the
certificate registered in the name of Colorocs or VCA,
whichever is identified in the Release Notice or Award
Notice to issue the full number of Escrowed Shares to which
such person is entitled, then Escrow Agent shall cancel the
other certificate evidencing Escrowed Shares to make up the
difference, and shall issue a certificate evidencing any
remaining Escrowed Shares registered in the name of Colorocs
or VCA whichever is applicable.
(c) Escrow Agent shall: (i) retain the certificates
evidencing the Escrowed Shares registered in the name of VCA
or Colorocs until the time specified in Section 2.7 hereof;
(ii) deliver the certificate registered in the name of the
person specified in the Release Notice or Award Notice to
such person by certified mail addressed as specified in the
Release Notice of Award Notice; and (iii) deliver the
cancelled certificate and a copy of the certificates
described in subsection (b) above to NetChannel.
(d) Escrow Agent shall place such legends on all
certificates it prepares as directed in writing from time to
time by NetChannel or its counsel.
Section 2.7. Delivery of Escrowed Shares Remaining on
Certain Dates.
(a) Escrow Agent shall deliver the number of VCA
Escrowed Shares evidenced by the certificate registered in
the name of VCA held by Escrow Agent at the close of
business on March 31, 1998 minus any reserved shares
pursuant to Section 2.2(d) hereof, if any, to VCA promptly
after March 31, 1998, and thereafter if and whenever some or
all of such Reserved Shares shall revert to VCA Escrowed
Shares, Escrow Agent shall deliver a certificate evidencing
such shares registered in the name of VCA to VCA. Escrow
Agent shall be relieved of its obligations with respect to
VCA Escrowed Shares when all VCA Escrowed Shares have been
issued to VCA, NetChannel, or creditors of VCA in settlement
of Claims.
(b) Escrow Agent shall deliver the number of Colorocs
Escrowed Shares evidenced by the certificate registered in
the name of Colorocs held by Escrow Agent at the close of
business on May 9, 1998 minus any reserved shares pursuant
to Section 2.2(d) hereof, if any, to Colorocs promptly after
May 9, 1998, and thereafter if and whenever some or all of
such reserved shares shall revert to Colorocs Escrowed
Shares, Escrow Agent shall deliver a certificate evidencing
such shares registered in the name of Colorocs to Colorocs.
Escrow Agent shall be relieved of its obligations with
respect to Colorocs Escrowed Shares when all Colorocs
Escrowed Shares have been issued to Colorocs, NetChannel, or
creditors of VCA in settlement of Claims.
Section 3. Agreements for Benefit of Escrow Agent
In order to induce Escrow Agent to serve as escrow agent
hereunder, Colorocs, NetChannel, VCA, and Purchaser hereby
covenant and agree as follows:
(a) Delivery of all of the Escrowed Shares pursuant to
Sections 2.4 and 2.5 hereof, shall constitute termination of
this Escrow Agreement, and Escrow Agent shall thereafter be
relieved of all obligations hereunder.
(b) Escrow Agent shall be obligated to perform only
such duties as are expressly set forth in this Escrow
Agreement, and shall not be required, in carrying out its
duties, to refer to any other agreement, instrument, or
document.
(c) Escrow Agent may rely on, and shall be protected
in acting or refraining from acting upon, any written
notice, instruction, or request furnished to it pursuant to
this Escrow Agreement and believed by it to be genuine and
to have been signed or presented by the proper party or
parties. Escrow Agent is acting as a depositary only and is
not a party to or bound by any agreement or undertaking
which may be evidenced by or arise out of any items
delivered to it pursuant to this Escrow Agreement, and is
not responsible or liable in any manner for the sufficiency,
correctness, genuineness, or validity of any such items and
undertakes no responsibility or liability for the form or
execution of such items or the identity, authority, title,
or rights of any person executing or depositing same.
Escrow Agent shall not be liable to any of the parties to
this Escrow Agreement or their respective heirs, successors
and assigns for any action taken or omitted to be taken in
good faith.
(d) Escrow Agent may, upon reasonable advance written
notice, resign, and be discharged from its duties or
obligations under this Escrow Agreement by giving notice of
such resignation to each party hereto, specifying the date
upon which such resignation shall take effect. Upon demand
of any successor escrow agent, all Escrowed Shares held by
Escrow Agent pursuant to this Agreement shall be turned over
and delivered to such successor escrow agent, which shall,
thereupon, be bound by all of the provisions of this Escrow
Agreement.
(e) Escrow Agent's agreements and obligations under
this Escrow Agreement shall terminate and Escrow Agent shall
be discharged from further duties and obligations under this
Escrow Agreement upon the delivery of the Escrowed Shares in
accordance with the terms of this Escrow Agreement.
(f) In the event of a dispute between any of the
parties hereto, sufficient in the discretion of Escrow Agent
to justify its doing so, Escrow Agent shall be entitled to
tender into the registry or custody of any court of
competent jurisdiction the Escrowed Shares held by Escrow
Agent under the terms of this Escrow Agreement, together
with such legal proceedings as it deems appropriate, and
thereupon to be discharged from all further duties under
this Escrow Agreement. Any such legal action may be brought
in any such court as Escrow Agent shall determine to have
jurisdiction thereof.
(g) Escrow Agent shall be paid its reasonable and
customary fees in connection with its duties pursuant to
this Escrow Agreement.
Section 4. Miscellaneous
Section 4.1. Assignability; Parties in Interest.
(a) No party to this Agreement shall assign, transfer,
or otherwise dispose of any of its rights, duties, or
obligations hereunder without the prior written consent of
the other parties hereto, and any attempted assignment
without such prior written consent shall be void ab initio.
(b) Except as limited by the foregoing, all the terms
and provisions of this Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by
the parties hereto and their respective heirs, successors,
permitted assigns, and legal or personal representatives.
Section 4.2. Entire Agreement; Amendments. This
Agreement, including any Schedules, lists, and other Escrowed
Shares and writings referred to herein or delivered pursuant
hereto, all of which form a part hereof, contains the entire
understanding of the parties with respect to its subject matter.
It merges and supersedes all prior and/or contemporaneous
agreements and understandings between the parties, written or
oral, with respect to its subject matter and there are no
restrictions, agreements, promises, warranties, covenants, or
undertakings between the parties with respect to the subject
matter hereof other than those expressly set forth herein. This
Agreement may be amended only by a written instrument duly
executed by all parties or their respective heirs, successors,
permitted assigns, or legal or personal representatives.
Section 4.3. Headings. The section and paragraph headings
contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Agreement.
Section 4.4. Severability. In the event that any
provision of this Agreement, or the application thereof to any
person or circumstance, is held by a court of competent
jurisdiction to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall
not affect any other provision of this Agreement, or the
application of the invalid, illegal, or unenforceable provision
to any other person or circumstance, and this Agreement shall
then be construed as if such invalid, illegal, or unenforceable
provision had not been contained in this Agreement, but only to
the extent of such invalidity, illegality, or unenforceability.
Section 4.5. Notices. All notices, offers, requests,
demands, and other communications pursuant to this Agreement
shall be given in writing by personal delivery, by prepaid first
class registered or certified mail properly addressed with
appropriate postage paid thereon, telegram, telex, telecopier,
facsimile transmission, and shall be deemed to be duly given and
received on the date of delivery if delivered personally, on the
third day after the deposit in the United States Mail if mailed,
upon acknowledgment of receipt of electronic transmission if sent
by telecopier or facsimile transmission, or on the first day
after delivery to the telegraph office if given by prepaid
telegraph. Notices shall be sent to the parties at the following
address:
If to Purchaser or NetChannel:
000 Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxx Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
If to Colorocs or VCA:
0000 Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
With a copy to:
Xxxxxxx Xxxxxx & Xxxxxxxxxx LLC
990 One Live Center
0000 Xxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx XX
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
If to Escrow Agent:
Xxxxxxxx Xxxxx, Esq.
000 Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxx Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Telecopier: (415) 615-8799or to such other address as any
party may have furnished to the others in writing in accordance
herewith, except that notices of change of address shall only be
effective upon receipt.
Section 4.6. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of California.
Section 4.7. Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, with the same effect
as if the signatories executing the several counterparts had
executed one counterpart. All such executed counterparts shall
together constitute one and the same instrument.
Section 4.8. Waivers. The parties may, by written
agreement, (i) extend the time for the performance of any of the
obligations or other acts of the parties hereto, (ii) waive any
inaccuracies in the representations contained in this Agreement
or in any document delivered pursuant to this Agreement, and
(iii) waive compliance with or modify any of the covenants
contained in this Agreement and waive or modify performance of
any of the obligations of any of the parties hereto.
Section 4.9. No Third Party Beneficiary. No provision of
this Agreement shall create, or be deemed to create, any legal or
equitable right in any person not a party to this Agreement or
give any such person any claim against any party to this
Agreement that such party would not have but for this Agreement.
Section 4.10. No Partnership. Nothing in this Agreement
shall create any implication of the creation of any partnership,
joint venture or any other joint enterprise. Neither party shall
have any right to bind the other in any manner.
IN WITNESS WHEREOF, Colorocs, VCA, NetChannel, Escrow Agent,
and Purchaser have executed this Agreement as of the day and year
first above written.
NetChannel Studios, Inc.
By:
Xxxxxx Xxxxxx, Xx., President
NetChannel Inc.
By:
Xxxxxx Xxxxxx, Xx., President
Colorocs Information Technologies, Inc.
By:
Xxxxxxx X. Xxxxx, Chairman
ViewCall America, Inc.
By:
Xxxx XxXxxx, President
Escrow Agent
Xxxxxxx Xxxxx, Esq.
