EXHIBIT 10.1
FORM OF ESCROW AGREEMENT
ESCROW AGREEMENT
This Escrow Agreement is made and executed by and among WORLDWIDE
STRATEGIES INCORPORATED, a Nevada corporation ("WWSI"), CENTRIC RX, INC., a
Nevada corporation ("CENTRIC"), the group consisting of Jim Crelia, Jeff Crelia,
J. Jireh, Inc., a Nevada Corporation, Canada Pharmacy Express, Ltd., a Canadian
corporation, Peter Longbons, and Jack West (the "SHAREHOLDERS"), and Dill Dill
Carr Stonbraker & Hutchings, P.C., a Colorado professional corporation, ("ESCROW
AGENT").
1. APPOINTMENT OF ESCROW AGENT: WWSI, CENTRIC and the CENTRIC
Shareholders hereby appoint Dill Dill Carr Stonbraker & Hutchings, P.C. as
Escrow Agent to hold and disburse the Items of Escrow described below as herein
instructed:
2. ITEMS OF ESCROW: The Items of Escrow consist of the following
documents:
(A) Seven (7) separate common stock share certificates of WWSI
issued to [NAME OF ALL SHAREHOLDERS ON THE DISTRIBUTION LIST
OF EXHIBIT A] for a total of 1,125,000 shares of WWSI Common
Stock, which certificates are referred to hereinafter as the
"WWSI SHARE CERTIFICATES."
3. ESCROW INSTRUCTIONS WITH RESPECT TO ITEMS OF ESCROW: Escrow
Agent shall hold the Items of Escrow until the date 6 months from Closing, at
which time Escrow Agent shall release to the CENTRIC Shareholders all WWSI Share
Certificates.
Upon performing its duties under this Section 3, this Escrow shall be
considered closed and Escrow Agent shall have no further liability to any of the
parties hereunder.
4. LIMIT OF LIABILITY: Should Escrow Agent, before the close of
this Escrow Agreement, receive or become aware of any conflicting demands or
claims with respect to this escrow or the rights of any of the parties hereto,
or to any of the Items of Escrow deposited hereunder, Escrow Agent shall have
the right to discontinue any and all further acts on its part until such
conflict is resolved to its satisfaction, and it shall have the further right to
commence or defend any action or proceedings for the determination of such
conflict. The parties hereto jointly and severally agree to pay all costs,
suffered or incurred by Escrow Agent in connection herewith or arising out of
this escrow including, but without limitation, a suit in interpleader brought by
Escrow Agent. In the event it files a suit in interpleader, it shall ipso factor
be fully released and discharged from all obligations imposed upon it in this
escrow upon depositing the Items of Escrow with the court in which such action
is filed.
[Signature Page to Follow]
DATED this day of , 2007.
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WORLDWIDE STRATEGIES INCORPORATED CENTRIC RX, INC.
By: By:
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James P.R. Samuels, President Jim Crelia, President, CEO
and Chairman
DILL DILL CARR STONBRAKER & HUTCHINGS, P.C. JIM CRELIA
By: By:
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Authorized Officer
JEFF CRELIA
By:
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J. JIREH, INC.
By:
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Authorized Representative
CANADA PHARMACY EXPRESS
By:
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Authorized Representative
PETER LONGBONS
By:
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JACK WEST
By:
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