AMENDED ESCROW AGREEMENT
------------------------
THIS AGREEMENT is dated for reference the 10th day of September,
1999
BETWEEN:
DATABOAT INTERNATIONAL LIMITED
a company incorporated pursuant to the laws
of the Province of British Columbia
Mailing address: 23 - 0000 Xxxx 0xx Xxx.,
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
("Databoat")
OF THE FIRST PART
AND:
WORLDBID CORPORATION
a corporation incorporated pursuant to the laws
of the State of Nevada
("WorldBid")
OF THE SECOND PART
AND:
CANE & COMPANY, L.L.C.,
Suite 1200, 000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx, XXX 00000
(the "Escrow Agent")
OF THE THIRD PART
WHEREAS:
1. Databoat and WorldBid have entered into an agreement
dated the 2nd day of February, 1999 pursuant to which WorldBid has
acquired from Databoat the "XxxxxXxx.Xxx" internet business
developed by Databoat (the "Acquisition Agreement").
2. WorldBid has issued to Databoat 3,000,000 common shares
in the capital of WorldBid (the "Shares") pursuant to the
Acquisition Agreement which are to be held on the terms and
conditions of this Escrow Agreement.
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3. Databoat, WorldBid and the Escrow Agent entered into an
escrow agreement dated February 16, 1999 which set forth their
agreement as to the manner in which the Escrow Agent was to hold
and release the Shares (the "Original Escrow Agreement").
4. Databoat and WorldBid have entered into an agreement
dated September 10, 1999 whereby Databoat and WorldBid have agreed
to execute this Amended Escrow Agreement to replace and supercede
the Original Escrow Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of
the sum of $1.00 paid by the each party to the other (the receipt
of which is hereby acknowledged), the parties hereby covenant and
agree as follows:
1. Termination of Original Escrow Agreement
----------------------------------------
The parties agree that the Original Escrow Agreement is hereby
terminated and of no further force and effect. Databoat and
WorldBid hereby jointly instruct escrow agent to release the escrow
documents held pursuant to the Original Escrow Agreement as
follows:
(1) the powers of attorney executed by Databoat are to be
released to Databoat;
(2) the general conveyance of business assets executed by
WorldBid is to be released to WorldBid.
The share certificates held pursuant to the Original Escrow
Agreement will continue to be held in trust by the Escrow Agent on
the terms and subject to the conditions of this Amended Escrow
Agreement.
2. Definitions
-----------
2.1 In this Agreement, the following terms shall have the
meanings set forth below:
(A) "Acquisition Agreement" means the Agreement between
Databoat and WorldBid dated the 2nd day of February 1999;
(B) "Business" means the "XxxxxXxx.Xxx" internet business
sold by Databoat to WorldBid pursuant to the Acquisition
Agreement;
(C) "Original Escrow Agreement" means the escrow agreement
dated February 16, 1999 between Databoat, WorldBid and
the Escrow Agreement;
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(D) "Shares" means the 3,000,000 common shares, $0.001 US per
share par value, in the capital of WorldBid in the name
of Databoat.
(E) "Share Certificates" means the share certificates in the
name of Databoat representing the Shares, in
denominations of 300,000 Shares, 700,000 Shares,
1,000,000 Shares and 1,000,000 Shares;
3. Share Certificates Held in Escrow
---------------------------------
3.1 The Escrow Agent confirms receipt of the Share
Certificates and acknowledges that it holds the Share Certificates
in trust subject to the terms and conditions of this Agreement.
3.2 Subject to Section 3.3, the Escrow Agent will release the
Share Certificates to Databoat on the following schedule:
Date of Release Share Certificates to be Released
--------------- ---------------------------------
February 15, 2000 Share Certificates representing
300,000 Shares
February 15, 2001 Share Certificates representing
700,000 Shares
February 15, 2002 Share Certificates representing
1,000,000 Shares
February 15, 2003 Share Certificates representing
1,000,000 Shares
4. Scope of Escrow Agent's Duties
------------------------------
4.1 In exercising its duties and obligations as set forth in
this Agreement, the Escrow Agent will act in good faith and with
impartiality towards each of Databoat and WorldBid.
4.2 The Escrow Agent will have no duties or obligations in
respect of the Share Certificates other than those specifically set
forth herein.
4.3 The Escrow Agent will not be bound in any way by any
other contract or agreement between the parties hereto whether or
not the Escrow Agent has knowledge thereof or of its terms and
conditions and the Escrow Agent's only duty, liability and
responsibility shall be to hold and deal with the Share
Certificates in accordance with this Agreement.
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4.4 The Escrow Agent will be entitled, unless it has
knowledge to the contrary, to assume that any notice and evidence
received pursuant to these instructions from either Databoat or
WorldBid has been duly executed by the party by whom it purports to
have been signed and the Escrow Agent will not be obligated to
enquire into the sufficiency or authority of any signatures
appearing on such notice or evidence.
5. Indemnity
---------
5.1 Databoat and WorldBid covenant and agree to indemnify the
Escrow Agent against loss, liability or expense incurred without
negligence or bad faith on the part of the Escrow Agent arising out
of or in connection with the administration of the Escrow Agent's
duties hereunder, including the costs and expenses of defending
itself against any claim or liability arising therefrom. Databoat
and WorldBid agree to jointly and severally pay to the Escrow Agent
at the Escrow Agent's standard hourly rates for the provision of
legal services in consideration for the Escrow Agent fulfilling its
duties and acting in accordance with its obligations pursuant to
this Escrow Agreement.
6. Notices
-------
6.1 Any notice, statement, demand or request herein required
or permitted or required to be given by any party hereto to the
other shall be in writing and may be delivered personally or by
courier addressed to the parties at the addresses given below or at
such other addresses of which notice may be given by either of such
parties:
Databoat: Copy to:
DATABOAT INTERNATIONAL LIMITED XXXX XXXX
23-1917 West 4th Ave. Barrister & Solicitor
Vancouver, British Columbia 610 - 0000 Xxxx Xxxxxxxx
Xxxxxx X0X 0X0 Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Attention: Xx. Xxxxx Xxxxxxx Xxxxxx, X0X 0X0
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
WorldBid: Copy to:
WORLDBID CORPORATION X'XXXXX & COMPANY
0000 X. Xxxxxxx Xxxxx Xxxxx 0000, Xxxxx Xxxxxx
Xxxxxxxx Xxxxxx, Xxxxxxx 0000 Xxxx Xxxxxxx Xxxxxx
XXX 00000 Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
Attention: Xx. Xxxxx X. Xxxxxxxx Attention: Xx. Xxxxxxx X. Xxxxxx
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
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Escrow Agent:
Cane & Company, L.L.C.
Suite 1200, 000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx
XXX 00000
Attention: Xx. Xxxxxxx X. Cane
Facsimile: (000) 000-0000
7. Miscellaneous
-------------
7.1 The terms of this Agreement are irrevocable by Databoat,
WorldBid and the Escrow Agent unless such revocation is consented
to in writing by each party.
7.2 The terms herein shall be binding upon the Escrow Agent
and its successors in the practice of law and upon Databoat,
WorldBid and the Escrow Agent and their respective heirs,
executors, administrators, successors and assigns.
7.3 Any dispute or claim arising hereunder shall be settled
by arbitration. Any party may commence arbitration by sending a
written notice of arbitration to the other party. The notice will
state the dispute with particularity. The arbitration hearing
shall be commenced thirty (30) days following the date of delivery
of notice of arbitration by one party to the other, by the American
Arbitration Association ("AAA") as arbitrator. The arbitration
shall be conducted in Seattle, Washington in accordance with the
commercial arbitration rules promulgated by AAA, and each party
shall retain the right to cross-examine the opposing party's
witnesses, either through legal counsel, expert witnesses or both.
The decision of the arbitrator shall be final, binding and
conclusive on all parties (without any right of appeal therefrom)
and shall not be subject to judicial review. As part of his
decision, the arbitrator may allocate the cost of arbitration,
including fees of attorneys and experts, as he or she deems fair
and equitable in light of all relevant circumstances. Judgment on
the award rendered by the arbitrator may be entered in any court of
competent jurisdiction.
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7.4 This Agreement shall be governed by the laws of the State
of Washington and each party irrevocably attorns to the
jurisdiction of the courts of the State of Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date and year first above written.
CANE & COMPANY, L.L.C.
\s\ Xxxxxxx Xxxx
Per: ____________________
Authorized Signatory
DATABOAT INTERNATIONAL LIMITED
by its authorized signatory:
\s\ Xxxxx Xxxxxxx
Per: ____________________
Authorized Signatory
WORLDBID CORPORATION
by its authorized signatory:
\s\ Xxxxx Xxxxxxxx
Per: ____________________
Authorized Signatory
