ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is made and entered into this
16th day of May, 1998, by and between, Automated Transfer Systems Corporation
("ATNY"), a Company incorporated pursuant to the laws of the State of Colorado
and having its registered and records office at , and Laxarco Holdings Limited
a Company incorporated pursuant to the laws of Cyprus and having its registered
and records office at ("Laxarco"), and Xxxxxx & Associates, a Professional Law
Corporation, (the "Escrow Agent") located at 0000 Xxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000.
Premises
ATNY has entered into a share exchange agreement with Laxarco whereby ATNY
will exchange 10,000,000 shares of common stock with a par value of $0.002 per
share ("ATNY Shares") subject to restrictions applicable pursuant to U.S.
federal securities laws,for 3,750 shares of Carbon Resources Ltd. ("Carbon
Shares")a Cyprus corporation. The parties to this Agreement wish to set up
an escrow for the ATNY Shares and the Carbon Shares until certain conditions
are fulfilled pursuant to the share exchange agreement between the parties
appended hereto as Schedule "A" .
Agreement
NOW, THEREFORE, the parties hereto agree as follows:
1. Upon the "Effective Date" as referenced in the Share Exchange
Agreement appended hereto as Schedule "A", ATNY shall deliver the ATNY
Shares to the Escrow Agent. Escrow Agent shall keep the ATNY Shares in
escrow, except as provided herein, until the fulfillment of Articles 15.3 and
15.4 of the Share Purchase Agreement.
2. Laxarco shall provide Escrow Agent with an irrevocable voting power of
attorney in favor of the Board of Directors of ATNY to vote the shares until
such time as the shares are released from escrow at which time Escrow Agent
will return to Laxarco the voting power of attorney.
3. This Agreement shall continue until ATNY's written confirmation that
Carbon and Laxarco have fulfilled the terms of article 15.3 and 15.4 of the
Share Exchange Agreement, whereupon the ATNY Shares shall be released as soon
as practicable to Laxarco.
4. This Agreement will terminate and the ATNY shares will be returned to
ATNY for cancellation upon written notification from the parties to this
Agreement, duly executed by both parties, that Laxarco and Carbon have
failed to fulfil the terms of Articles 15.3 and 15.4 of the share exchange
agreement.
5. The ATNY Shares deposited shall remain the property of Laxarco and
shall not be subject to any lien or charges by the Escrow Agent, or judgments
or creditors' claims against Laxarco until released to it in the manner
hereinafter provided.
6. It is understood and agreed that the duties of the Escrow Agent are
entirely ministerial being limited to receiving shares from ATNY and holding
and disbursing such shares in accordance with this Agreement.
7. The Escrow Agent is not a party to, and is not bound by, any agreement
between ATNY and Laxarco except as 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 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 construction 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 $250, which shall be paid by agreement
among the parties prior to the earlier of completion or cancellation of this
escrow. The fee is for services rendered hereunder and 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 intervene 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 Purchaser.
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.
XXXXXX & ASSOCIATES, a Professional AUTOMATED TRANSFER SYSTEMS
Law Corporation CORPORATION
By: /S/ W. XXXXX XXXXXX By: /S/ XXXXXXX XXXXXXX
Duly Authorized Officer Name: Xxxxxxx Xxxxxxx
Title: Director
LAXARCO HOLDING LIMITED
By: /S/ PANYAIOTA PIFANI
