PEACETIME COMMUNICATIONS, LTD By: /s/ Mohamed Hadid for Pierre Caland
EXHIBIT 10.10
ESCROW AGREEMENT
This Agreement, made and entered into this 28th day of February, 1997 by and
between Sector Communications, Inc., a Nevada Corporation ("Sector") and
Peacetime Communications, LTD, a British Virgin Islands Corporation
("Peacetime").
Whereas,
Peacetime and Sector have entered into an Agreement known as the Long-Term Debt
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Retirement and Funding Agreement ("Funding Agreement"), which is being executed
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simultaneously with this Agreement; and
The Funding Agreement contains provisions whereby Peacetime shall make available
funds to Sector totaling One Million Dollars ($1,000,000.00) over a six (6)
month period from the date of said Agreement; and
Sector agrees to transfer all of its right, title, and interest in the Sector's
interest in DBE to Peacetime upon the receipt of $1,000,000.00.
Now Therefore, in consideration of the terms and conditions contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby expressly acknowledged and received, the parties agree as follows:
1. The Escrow Agent shall be the Stoppelman Law firm, PC Attention J.
Peter Wolf, Esquire (the "Escrow Agent").
2. Sector shall deliver to the Escrow Agent, Stock Certificates
representing all of its right, title, and interest in its holdings of DBE
Stock.
Said Stock constitutes 14.594% of all the outstanding shares of Stock of
DBE; totaling 145,745 Shares.
3. Peacetime shall make funds available to Sector on an as needed basis
until Peacetime had advanced funds totaling One Million Dollars
($1,000,000.00).
4. Upon receipt of the funds totaling One Million Dollars, Sector shall
notify the Escrow Agent of its receipt of said Funds.
5. Upon notice from Sector that it has received One Million Dollars of
funding, the Escrow Agent shall immediately, within 24 hours, release all
of the Stock Certificates it holds in DBE to Peacetime.
6. In the event Peacetime does not fund to Sector on demand, and ten days
elapses from the date of demand by Sector for funding under the Funding
Agreement, Sector shall have the option of notifying Peacetime of its
intent to terminate said Funding Agreement. Peacetime shall have five (5)
days upon notice from Sector of Sector's intent to terminate the Funding
Agreement to fund the money demanded by Sector. If Peacetime fails to fund
money to Sector by the end of the fifth day of such notice, then Sector
shall have the right to terminate this Escrow Agreement. If Sector
exercises its right to terminate this Escrow Agreement, then Sector shall
notify Escrow Agent and upon receipt of notice, the Escrow Agreement shall
do as follows:
a.) Ascertain the total amount of funds provided by Peacetime to
Sector pursuant to the Funding Agreement.
b.) Use the value of DBE Stock as One Million, One Hundred Thousand
Dollars ($1,100,000.00).
c.) Divide the value of DBE Stock by the amount of funds provided by
Peacetime as ascertained in 6(a) above.
Example:
Peacetime funds $500,000.00
500,000.00
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1,100,000.00 = 45%
This figure represents the amount of shares of DBE due Peacetime.
d.) Deliver to Peacetime shares of DBE totaling the amount as
calculated in 6 ( c ) herein.
e.) Deliver to Sector the remaining shares of DBE it holds in Escrow.
7. Notices shall be given and ordered sufficient if in writing and sent
via Federal Express and facsimile to:
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Sector Communications
7601 Lewinsville Road
Suite 250
McLean, VA 22102
Attn: Theodore J. Georgelas, CEO
Facsimile: (703)893-3744
Peacetime Communications, LTD
The Stoppelman Law Firm
1749 Old Meadow Road
Suite 610
McLean, VA 22102
Facsimile: (703)827-7455
8. The duties and responsibilities of the Escrow Agent are limited to
those specifically set forth herein. The Escrow Agent shall not be liable
for any mistake of fact or error of judgment made in good faith or for any
acts or omissions by it of any kind resulting from other than willful
misconduct or gross negligence. The Escrow Agent shall be entitled to rely,
and shall be protected in doing so, upon (i) any written notice, instrument
or signature believed by the Escrow Agent to be genuine and to have been
signed or presented by the proper Party or Parties duly authorized to do
so, and (ii) the advice of counsel (which may be of the Escrow Agent's own
choosing). The Escrow Agent shall have no responsibility for the contents
of any writing submitted to them hereunder and shall be entitled in good
faith to rely without any liability upon the contents thereof.
9. Sector and Peacetime jointly and severally will indemnify and hold
harmless Escrow Agent against any losses, claims, damages, liabilities and
expenses, including reasonable costs of investigation and counsel fees and
disbursements that may be imposed on Escrow Agent or incurred by Escrow
Agent in connection with its acceptance of appointment of the performance
of its duties under this Agreement, including any litigation arising from
this Agreement or involving the subject matter hereof, unless any such
loss, claim, damage, liability or expense shall be the result of Escrow
Agent's gross negligence, willful default or breath of trust.
10. After the Escrow Agent has delivered the Escrow Deposit pursuant to
the terms of this Agreement, the Escrow Agent shall have discharged all of
its obligation hereunder and neither Sector or Peacetime shall thereafter
have any claim against the Escrow Agent on account of this Agreement.
11. No party to this Escrow Agreement may assign its rights and
obligations hereunder without the prior written consent of the other
parties hereto.
12. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives,
successors and assigns. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter thereof and
merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.
13. This Agreement and its validity, construction and performance shall be
governed in all respects by the laws of the Commonwealth of Virginia.
14. This Agreement may be executed by facsimile signature and in one or
more counterparts, each of which shall be deemed original and all of which,
when taken together, shall constitute one instrument. Upon the execution
and delivery of this Agreement by the Purchasers, this Agreement shall
become a binding obligation of the Purchasers with respect to the purchase
of Securities as herein provided.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
SECTOR COMMUNICATIONS, INC.
By: /s/ Theodore Georgelas
Theodore Georgelas, President
PEACETIME COMMUNICATIONS, LTD
By: /s/ Mohamed Hadid for Pierre Caland
THE STOPPELMAN LAW FIRM
By: /s/ John S. Stoppleman |
