Exhibit 10.3
STOCK ESCROW AGREEMENT
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This STOCK ESCROW AGREEMENT dated the 3rd day of January, 2006, among
Richard E. Miller (the "Seller"); FTS Group, Inc., a Nevada corporation (the
"Purchaser"); and Lambert & Martineau, attorneys at law licensed in the
Commonwealth of Pennsylvania with an address of 1001 Philadelphia Street,
Indiana, Pennsylvania 15701 (the "Escrow Agent").
RECITALS
WHEREAS, Purchaser has purchased from Seller 10,000 common shares of See
World Satellites, Inc., a Pennsylvania corporation ("SWS"), pursuant to the
terms and provisions of a Stock Purchase Agreement dated January 3, 2006 (the
"Agreement"), a copy of which is attached hereto; and
WHEREAS, Purchaser, pursuant to the provisions of Paragraph 1.C(iii) of the
Agreement, executed and delivered to Seller its promissory note (the "Note") in
the principal sum of three million five hundred thousand and 00/100 dollars
($3,500,000); and
WHEREAS, Purchaser, in order to secure the payment of the Note to Seller,
has agreed to pledge the 10,000 common shares of SWS purchased by Purchaser from
Seller, by the delivery of certificates evidencing such pledged shares to the
Escrow Agent pursuant to the terms of the Agreement and the terms of this Stock
Escrow Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements contained
in the Agreement, the Note and this Stock Escrow Agreement, it is agreed as
follows:
1. Escrow Agent. The Seller and Purchaser appoint and designate
Lambert & Martineau as the Escrow Agent for the purposes herein set forth.
2. Deposit of Shares. Seller and Purchaser have deposited with Escrow
Agent negotiable certificates with stock powers attached, evidencing 10,000
common shares of SWS. All such certificates shall be held and disposed of by
the Escrow Agent in accordance with the terms and provisions of this Stock
Escrow Agreement.
3. Escrow. Seller and Purchaser authorize the Escrow Agent to keep and
preserve the certificates evidencing the shares of SWS in its possession as
security for the payment of the Note.
4. Default. If at any time Purchaser defaults in the payment of the
principal under the Note, and such default remains uncured for fifteen (15) days
after written notice thereof, the entire unpaid principal amount of the Note
shall become immediately due and payable, and Seller shall have the right to
have all of the certificates then on deposit with the Escrow Agent delivered to
him. The Escrow Agent shall, at the end of twenty (20) days after receipt of
written demand from Seller, together with evidence that notice of the demand had
been give to Purchaser, deliver to the Seller the certificates of SWS' common
shares then held by the Escrow Agent, unless prior to the expiration of such
twenty (20) day period the Purchaser shall have notified the Escrow Agent to
withhold the delivery of the certificates to the Seller. If the Escrow Agent
receives a notice from Purchaser to withhold the delivery of the certificates,
then Escrow Agent shall not make delivery until the controversy is settled
either by an agreement between Seller and Purchaser or by a final judgment of a
court of competent jurisdiction.
5. Dividends and Voting Rights. Pending the payment of the full
purchase price, all dividends declared on the shares held by the Escrow Agent
shall be applied to the payment of the next installment of principal coming due.
So long as the Purchaser is not in default under the terms of the Stock Purchase
Agreement, it shall have the right to vote the shares on deposit with the Escrow
Agent and Seller shall execute an appropriate proxy to the Purchaser.
6. Termination of Escrow. If satisfactory proof has been presented to
the Escrow Agent that all installments due and owing through January 4, 2007 of
the purchase price have been paid under the Note, including the one million
dollar ($1,000,000) payment due under the Note on January 3, 2007, the Escrow
Agent shall deliver to the Purchaser the 10,000 common shares of SWS in its
possession, and all obligations between the Seller, the Purchaser and the Escrow
Agent shall thereupon cease.
7. Expenses. The Seller will pay the charges of the Escrow Agent, and
any reasonable attorneys' fees, expenses and other costs incurred by the Escrow
Agent in connection with the administration of the provisions of this Stock
Escrow Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by each of the parties
hereto, all on the date first above written.
WITNESS: SELLER:
/s/ Richard E. Miller
_________________________ _____________________________
Richard E. Miller, Individually
ATTEST: PURCHASER:
FTS Group, Inc., a Nevada corporation
_________________________ By: _/s/ Scott Gallagher____________
Scott Gallagher, President and CEO
WITNESS: ESCROW AGENT:
Lambert & Martineau
__________________________ By: __/s/ Bradley J. Martineau_______
Bradley J. Martineau, Esq.