ESCROW ACCOUNT INSTRUCTIONS AND AGREEMENT
1. Parties. The Parties to this Agreement are XXXXX X. XXXX, Attorney
at Law ("Xxxx"), XXXXXXX X. XXXXXXXXXX and XXXXX X. XXXXXXXXXX, husband and
wife ("Seller"), and TELEVAR NORTHWEST, INC., a Washington corporation
("Purchaser").
2. Documents. The documents indicated below are delivered to Xxxx to
be held in escrow pursuant to the terms and conditions of this Agreement:
A. Promissory Note, dated October 31, 1995 (copy);
Purchaser/Maker: Televar Northwest, Inc.
Seller/Holder: Xxxxxxx X. Xxxxxxxxxx and
Xxxxx X. Xxxxxxxxxx
(hereinafter the "Collected Instrument")
B. Stock Certificate No. 9 issued by Televar Northwest, Inc.,
to Xxxxxxx X. Xxxxxxxxxx representing 326,666 shares of
common stock in Televar Northwest, Inc.;
D. Stock Power, endorsed in blank, for transfer of Stock
Certificate No. 9.
The above documents are delivered to Xxxx on behalf of Seller and
Purchaser, their heirs, successors, assigns, and representatives. The
delivery to Xxxx is intended by the parties to be irrevocable, unless
otherwise provided in a written agreement of Purchaser and Seller or
provided in this Agreement. The delivery of the above-described documents
to Xxxx evidences the Purchaser's and Seller's intentions to part with all
dominion and control of the documents. This delivery shall survive the
death, incompetency, disability, or other legal disability of any other
parties. Xxxx does not clear title and does not insure the validity
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or legal enforceability of any documents that it holds pursuant to a
contract collection or escrow agreement. Upon payoff, Xxxx will provide
Purchaser with the Stock Certificate, endorsed in blank, together with the
Promissory Note.
3. Fees. As consideration for the collection of services and
additional services, if any, Seller agrees to pay Xxxx Two Hundred Dollars
($200).
4. Delivery of Documents. When Purchaser has paid all of the amounts
required by the Collected Instrument, Seller shall endorse the Stock
Certificate and authorize and instruct Xxxx to deliver to the Purchaser all
of the documents held in escrow by Xxxx.
5. Default/Return of Documents. If the Purchaser defaults in any
obligation under the Collected Instrument or this Agreement, the Seller may
exercise its legal remedies under the Collected Instrument or otherwise.
Seller and Purchaser hereby authorize Xxxx to release the documents held in
escrow by Xxxx upon the direction of Seller in the event Seller elects to
pursue such remedy pursuant to the Collected Instrument. If Seller chooses
to serve a notice of default or forfeiture on Purchaser in accordance with
the contractual provisions of the Collected Instrument, or if Seller
chooses to commence a judicial action against Purchaser, Seller agrees that
a copy of said notice or court papers will be delivered to Xxxx with
evidence of their delivery to Purchaser. If Purchaser fails to comply with
the requirements of said notice or court papers, if any, by the date
required therein, Xxxx is authorized to deliver the documents held in
escrow to Seller.
6. Conflicts. If Xxxx receives or becomes aware of any conflicting
demands or claims with respect to this Agreement, or with respect to the
rights of the Purchaser or Seller, Xxxx shall have the right to discontinue
any and all acts under this Agreement, until
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the conflict is resolved to the satisfaction of Xxxx. Xxxx shall have the
right, but not the obligation, to commence or defend any action or
proceeding for determination of any conflict. Seller agrees to pay all
costs, damages, judgments, and expenses, including reasonable attorney's
fees, sustained by Xxxx, in connection with, or arising out of this
Agreement, including but not limited to, any interpleader action brought by
Xxxx. In the event Xxxx files a suit in interpleader, Xxxx, by that act,
shall be fully released and discharged from all other obligations imposed
by this Agreement.
7. Limited Responsibility. Xxxx'x obligations are especially limited
to those stated in this Agreement. Xxxx will be responsible only for the
exercise of ordinary care in following the instructions herein, and shall
be relieved of any further liability.
8. Assignment. Xxxx reserves the right to withdraw from this Agreement
and/or assign its obligation in this Agreement. This Agreement shall be
binding on any successor of Xxxx and on any successor of the undersigned or
the Collected instrument.
9. Legal Matters. In the event Purchaser or Seller retains an attorney
to enforce the terms of this Agreement, the substantially prevailing party
shall be entitled to all costs and reasonable attorney's fees incurred at
trial, upon appeal, or without resort to suit.
The undersigned has executed this Agreement this 31st day of October,
1995.
"SELLER"
/s/
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XXXXXXX X. XXXXXXXXXX
SSN: ###-##-####
Address: 0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX
Phone: 000-000-0000
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/s/
---------------------------------------
XXXXX X. XXXXXXXXXX
SSN: ###-##-####
Address: 0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX
Phone: 000-000-0000
"PURCHASER"
TELEVAR NORTHWEST, INC.
/s/ , Chairman
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Address: 000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Phone: 000-000-0000
"XXXX"
/s/
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XXXXX X. XXXX
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