exh10-1_escrow.htm


     

     

    
      

      

    

     

     

     

     

    EXHIBIT
      10.1

     

    ESCROW
      AGREEMENT

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ESCROW
      AGREEMENT

    


    This
      Escrow Agreement (this “Escrow”) is made and executed by and among
      WORLDWIDE STRATEGIES INCORPORATED, a Nevada corporation (“WWSI”), CENTRIC
      RX, INC., a Nevada corporation (“CENTRIC”), and 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
“CENTRIC 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)

            	
              Six (6) separate common stock share certificates
                of
                WWSI issued to the CENTRIC Shareholders 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 six months from Closing, at which
      time Escrow Agent shall release to the CENTRIC Shareholders their respective
      WWSI Share Certificates.

    


    Upon
      performing its duties under this
      Section 3, Escrow Agent shall have no further liability to any of the parties
      hereunder and this Escrow shall be considered closed.

    


    4.           Limit
      of Liability:  Should Escrow Agent, before the close of this
      Escrow, 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 Escrow Agent 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.

    


    5.           Conflict
      Waiver:  The Escrow Agent has acted as legal counsel for
      WWSI, and may continue to act as legal counsel for WWSI, from time to time,
      notwithstanding its duties as Escrow Agent hereunder.  CENTRIC and the
      CENTRIC Shareholders consent to Escrow Agent acting in such capacity as legal
      counsel for WWSI and waive any claim that such representation represents a
      conflict of interest on the part of Escrow Agent.  CENTRIC and the
      CENTRIC Shareholders understand that WWSI and Escrow Agent are relying
      explicitly on the foregoing provision in entering into this Escrow
      Agreement.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    DATED
      this ___ day of _________, 2007.

     

     

    
      	 WORLDWIDE
              STRATEGIES INCORPORATED	 	 	 CENTRIC
              RX, INC.	 
	 	 	 	 	 
	
              By: 
/s/
                James P.R. Samuels

            	 	 	
              By: 
/s/
                Jim Crelia

            	 
	
                 
James
                P.R.
                Samuels, President

            	 	 	
               
Jim
                Crelia, President, CEO and Chairman

            	 
	
               

            	 	 	
               

            	 


    

     

     

    
      	 ESCROW
              AGENT:	 	 	 SHAREHOLDERS:	 
	 	 	 	 	 
	 DILL
              DILL CARR STONBRAKER & HUTCHINGS, P.C.	 	 	 JIM
              CRELIA	 
	 	 	 	 	 
	
              By: 
                /s/ Fay M. Matsukage

            	 	 	
              By: 
                /s/ Jim Crelia

            	 
	
              Fay
                M. Matsukage

            	 	 	
               

            	 
	
              Authorized
                Representative

            	 	 	
               

            	 


    

     

     

    
      	 	 	 	 JEFF
              CRELIA	 
	
               

            	 	 	
               

            	 
	
               

            	 	 	
              /s/ 
                Jeff Crelia

            	 
	
               

            	 	 	
               

            	 


    

     

     

    
       

      
        	 	 	 	 J.
                JIREH, INC.	 
	
                 

              	 	 	
                 

              	 
	
                 

              	 	 	
                /s/ 
                  Jeff Henderson

              	 
	
                 

              	 	 	
                Authorized
                  Representative

              	 


      

       

    

     

    
      
         

        
          	 	 	 	 CANADA
                  PHARMACY EXPRESS	 
	
                   

                	 	 	
                   

                	 
	
                   

                	 	 	
                  /s/ 
                    Rick Brugger

                	 
	
                   

                	 	 	
                  Authorized
                    Representative

                	 


        

         

      

    

     

    
       

      
        	 	 	 	 PETER
                LONGBONS	 
	
                 

              	 	 	
                 

              	 
	
                 

              	 	 	
                /s/ 
                  Peter Longbons

              	 
	
                 

              	 	 	
                 

              	 


      

       

       

      
         

        
          	 	 	 	 JACK
                  WEST	 
	
                   

                	 	 	
                   

                	 
	
                   

                	 	 	
                  /s/ 
                    Jack West