Exhibit
10.7


 


EXECUTION
COPY


 


ESCROW AGREEMENT


 


THIS ESCROW AGREEMENT (the “Agreement”) is made and
entered into as of December 10, 2003, by and among Vision Acquisition
Corporation, a Delaware corporation (the “Buyer”), Peek Corporation, a Delaware
corporation, Peek Traffic, Inc., a Delaware corporation (“PTI”) and Peek
Traffic Systems, Inc. a Florida corporation (“PTSI”, and together with PTI and
Peek Corporation, “Sellers”), BNP Paribas, as security agent for the lenders
(the “Security Agent”) under (i) that certain Restated Credit Agreement, dated
December 20, 2000 and amended and restated on March 22, 2002 (as so
amended and restated and as may be further amended, restated, supplemented or
otherwise modified from time to time, the “Restated Credit Agreement”), among
Peek Holding Corporation (“Peek Holding”), certain of its subsidiaries from
time to time party thereto (the “Subsidiaries” and together with Peek Holding
and the Sellers, the “Peek Entities”), BNP Paribas, as Facility Agent and
Security Agent, and the other financial institutions and agents from time to
time party thereto, and (ii) that certain Restated Loan Agreement, dated
December 20, 2000 and amended and restated on February 12, 2001 and
March 22, 2002 (as so amended and restated and as may be further amended,
restated, supplemented or otherwise modified from time to time, the “Restated
Loan Agreement”), among Peek Holding, the Subsidiaries, BNP Paribas, as
Facility Agent and Security Agent, and the other financial institutions and
agents from time to time party thereto,and LaSalle Bank National Association, a
national banking association duly organized and existing under the laws of the
United States of America, with its principal office in Chicago, Illinois (the
“Escrow Agent”).


 


A.            Buyer
and Sellers have entered into an Asset Purchase Agreement dated as of
December 10, 2003 (the “Asset Purchase Agreement”), pursuant to which
Buyer is acquiring the assets of a certain Business of the Sellers.  Capitalized terms used herein and not
defined shall have the meaning ascribed thereto in the Asset Purchase
Agreement.


 


B.            Section 6.4(c)
of the Asset Purchase Agreement provides that a number of shares of the common
stock of Quixote Corporation (“Quixote”), the Buyer’s parent, valued at the
Formula Price Per Share which equals Three Million Seven Hundred and Fifty
Thousand Dollars ($3,750,000) paid as part of the Consideration to Sellers as
Consideration Stock (the “Initial Escrowed Shares”) be placed in escrow to
secure the indemnification rights of the Sellers to the Buyer under the Asset
Purchase Agreement.


 


C.            Pursuant
to the terms and conditions of a US Security Agreement, dated as of
December 20, 2000 among Peek Holding, certain of its subsidiaries and the
Security Agent (as amended, restated, supplemented or otherwise modified from
time to time, the “Security Agreement”), the Sellers granted to the 


 

















 


Security Agent a
lien on and security interest in the Escrowed Shares as security for the
Secured Obligations (as defined in the Security Agreement).


 


D.            Pursuant
to the terms of the Security Agreement, the Sellers are required to pledge the
Escrowed Shares to the Security Agent in order to perfect such lien.


 


E.             The
security interest granted by Sellers in favor of the Security Agent hereby is
to secure (i) payment and performance of the Secured Obligations, (ii) any and
all other debts, liabilities and obligations of the Peek Entities to the
lenders under the Restated Credit Agreement and the Restated Loan Agreement
(collectively, the “Lenders”) and (iii) any and all other debts, liabilities
and obligations of the Peek Entities to the Lenders of every kind and
description, direct or indirect, absolute or contingent, primary or secondary,
due or to become due, now existing or hereafter arising, whether or not such
obligations are related to the transactions described herein, by class, or
kind, or whether or not contemplated by the parties at the time of the granting
of this security interest, regardless of how they arise or by what agreement or
instrument they may be evidenced or whether evidenced by any agreement or
instrument (subclauses (i), (ii) and (iii) collectively, the “Obligations”).


 


NOW, THEREFORE, in consideration of the mutual
promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


ARTICLE I


ESTABLISHMENT OF ESCROW


 


1.1           Simultaneously
with the execution of this Agreement, the following shall occur, all of which
shall be acknowledged by Buyer, Sellers, Security Agent and the Escrow Agent.


 


(a)           Each
of Buyer, Sellers and Security Agent appoints the Escrow Agent to hold the
Escrowed Shares (defined below) solely in accordance with the terms
herein.  The Escrow Agent accepts this
appointment and agrees to accept and hold the Escrowed Shares solely in
accordance with the terms of this agreement.


 


(b)           Buyer
on behalf of the Sellers, will deposit with the Escrow Agent, all of the
Initial Escrowed Shares evidenced by a duly authorized stock certificate for
the Initial Escrowed Shares registered in the name of the Sellers along with a
stock power executed in blank.  Any shares of Quixote capital stock
attributable to the Escrowed Shares that results from any stock dividend,
reclassification, stock split, subdivision or combination of shares,
recapitalization, merger or other events generally made with respect to Quixote
Common Shares (“Additional Shares”) shall be delivered to the Escrow Agent
along with stock powers 


 


2

















 


executed in blank
and shall be held in the Escrow Account (and, as required under this Agreement,
shall be released from the Escrow Account). 
Unless otherwise indicated, as used in this Agreement, the term “Escrowed
Shares” includes the Initial Escrowed Shares and any Additional Shares.  The Escrow Agent agrees to accept delivery
of the Escrowed Shares and to hold such Escrowed Shares in Escrow in accordance
with this Agreement and to release the Escrowed Shares out of Escrow as
provided in this Agreement.  At the
direction of the Security Agent, the Escrow Agent will transfer, as soon as
reasonably practicable, such shares into the Escrow Agent’s name. The Buyer,
Sellers and Security Agent agree that the Escrow Agent, in connection with the
stock deposited pursuant to this Section 1.1, shall have (i) no
responsibility to monitor the value of the stock; (ii) no responsibility to
collect dividends; (iii) no responsibility to sell or otherwise trade the
stock, but shall otherwise deliver the stock on written instructions only; and,
(iv) no responsibility to ensure the legality of the registration of the stock.


 


(c)           The
Escrow Agent shall maintain the Escrowed Shares in a separate account with that
account number and name as identified in Schedule A to this Agreement
(such account and any successor account, the “Escrow Account”) and the Escrow
Agent shall not change such account number or name without prior notice to and
consent of the Buyer and the Security Agent. The Escrow Agent does not have any
interest in the Escrowed Shares deposited under this Agreement, but is serving
as a securities intermediary and escrow holder only and only has possession of
the Escrowed Shares.


 


(d)           Any
cash dividends, dividends payable in property or other distributions of any
kind  (other than Additional Shares
which shall be treated in accordance with Section 1.1(a)) made in respect
of the Escrowed Shares shall be distributed currently to the Security Agent.


 


(e)           The
Sellers shall have the right to vote the Escrowed Shares deposited in the
Escrow Account during such time that the Escrowed Shares are held in Escrow,
subject to the terms of the Standstill Agreement dated December 10, 2003
between Quixote Corporation and Peek Corporation (the “Standstill Agreement”),
and Buyer shall take all steps necessary to allow the exercise  of such rights.  While the Escrowed Shares remain in the Escrow Agent’s possession
pursuant to this Agreement, the Sellers will retain and shall be able to
exercise all other incidents of ownership of the Escrowed Shares that are not
inconsistent with the terms and conditions of this Agreement, the Standstill
Agreement, the Asset Purchase Agreement or the Security Agreement.


 


(f)            For
purposes of this Agreement, “Quixote Common Shares” means shares of the common
stock of Quixote Corporation, $0.01 2/3 par value per share.


 


3

















 


Article II


SECURITY INTEREST


 


2.1           The
Sellers hereby pledge, assign, grant and transfer to the Security Agent, in
furtherance of and consistent with the security interest granted by the
Security Agreement, as security for the Obligations, a continuing first
priority interest in and lien on the Escrowed Shares and each other item of
property (including, without limitation, any investment property, financial
asset, security, instrument, general intangible or cash) credited to the Escrow
Account, whether now existing or hereafter acquired.


 


2.2           The
Buyer, the Sellers, the Security Agent and the Escrow Agent confirm that (i)
this Agreement is intended to establish both an escrow arrangement and a
relationship between a securities intermediary and an entitlement holder under
Article 8 of the UCC with respect to the Escrowed Shares and (ii) the
Escrow Agent shall promptly comply with an entitlement order from the Buyer and
Security Agent directing transfer or redemption of any financial asset relating
to the Escrow Account without further consent by the Sellers and (iii) the
Escrow Account is a “securities account” within the meaning of
Section 8-501 of the UCC.


 


2.3           In
the event that the Escrow Agent has or subsequently obtains by agreement, by
operation of law or otherwise a security interest in the Escrow  Account or any security entitlement credited
thereto, the Escrow Agent hereby agrees that such security interest shall be
subordinate to the security interest of the Security Agent.  The financial assets and other items
deposited to the Escrow Account will not be subject to deduction, set-off,
banker’s lien, or any other right in favor of any person other than the
Security Agent (except as provided for the benefit of the Buyer or the Escrow
Agent under this Agreement).


 


2.4           The Escrow Agent
hereby represents and warrants to the Buyer, the Security Agent and the
Sellers, that except for the claims and interest of the Security Agent, Buyer
and the Sellers in the Escrow Account, the Escrow Agent does not know of any
claim to, or interest in, the Escrow Account or in any “financial asset” (as
defined in Section 8.102(a) of the UCC) credited thereto.  If any person asserts any lien, encumbrance
or adverse claim (including any writ, garnishment, judgment, warrant of
attachment, execution or similar process) against the Escrow Account or in any
financial asset carried therein, the Escrow Agent will promptly notify the
Buyer, Security Agent and the Sellers thereof. 
The Escrow Agent hereby covenants and agrees that it will not (i) enter
into any agreement with the Sellers or the Buyer purporting to limit or
condition the obligation of the Escrow Agent to comply with entitlement orders
as set forth in Section 2.2 hereof or (ii) enter into, any agreement with
any other person relating to the Escrow Account and/or any financial assets
credited thereto pursuant to 


 


4

















 


which it has agreed to comply with entitlement orders (as defined in
Section 8-102(a)(8) of the UCC) of such other person.


 


2.5           Seller and Security
Agent hereby agree that this is a Security Document (as defined in the Intercreditor
Deed, dated December 20, 2000, among Peek Holding, the other companies
named therein, the other financial and other institutions named therein and
Thermo Power Corporation).


 


ARTICLE III


INVESTMENT OF ESCROW FUND


 


3.1           Any
funds which become part of the Escrow Account shall be invested as soon as
reasonably practicable, including income earned on said investment, in the
Federal Treasury Obligations Fund (“Trust Shares”).


 


3.2           The
Escrow Agent shall not be responsible to Buyer, Sellers or Security Agent or
any other person or entity for any loss or liability arising in respect of any
directed investment in Section 3.1 except to the extent that such loss or
liability arose from the Escrow Agent’s gross negligence or willful misconduct.


 


ARTICLE IV


DISBURSEMENTS FROM THE ESCROW ACCOUNT


 


4.1           The
Escrow Account shall secure the indemnification obligations of the Sellers to
Buyer, as set forth in Article VI of the Asset Purchase Agreement.  In the event that Buyer shall claim a right
to payment under the Asset Purchase Agreement, Buyer shall send written notice
of such claim to each of the Escrow Agent, the Sellers and the Security
Agent.  Such notice shall be signed by
an officer of Buyer, and the Escrow Agent shall be entitled to rely on such
notice as being duly authorized and executed by Buyer.  As promptly as possible after Buyer has
given such notice, Buyer and the Sellers shall establish the accuracy of such
claim (by mutual agreement, arbitration, litigation or otherwise) in accordance
with the provisions of the Asset Purchase Agreement and, upon final
determination of the merits of such claim shall notify Escrow Agent and the
Security Agent (either by means of a certified copy of the judgment, a
certified copy of the arbitration decision, or a written instrument executed by
Buyer and the Sellers of the terms of such determination (including
instructions for the amount of disbursements, the recipient of the
disbursement, and the manner of disbursement and delivery instructions) (the
“Disbursement Notice”).  Sellers hereby covenant and agree with the
Security Agent that Sellers will not consent to any Disbursement Notice or any
release from escrow of the Escrowed Shares or cash or other property without
the prior written consent of the Security Agent which consent shall not be
unreasonably withheld or delayed (it being expressly understood that in
ascertaining the reasonableness of any refusal of consent, any basis for such
refusal which is not related to the relevant claim, or to the rights of any
party under the Asset Purchase Agreement or to the rights of any 


 


5

















 


party
under this Agreement will be deemed not to be reasonable) .  In the event that there is an unresolved
dispute or conflict with respect to the accuracy of the claim, the Escrow Agent
shall refuse to comply with any instructions or demands with respect to the
Escrowed Shares so long as such dispute or conflict shall continue, and the
Escrow Agent shall not be or become liable to the parties for failure or
refusal to comply with such conflicting claims, instructions or demands.


 


4.2           Upon
receipt of the Disbursement Notice, Escrow Agent shall thereupon transfer to
Buyer out of the Escrow Account a number of shares of Quixote Common Stock (the
“Forfeited Shares”) stated in such Disbursement Notice which shall be equal to
(A) the amount of disbursement specified as owing to Buyer pursuant to the
Disbursement Notice and the documents attached thereto divided by the “Formula
Price Per Share” under the Asset Purchase Agreement, rounded to the nearest
whole share.  Buyer is entitled to
direct Quixote to cancel such Forfeited Shares upon its receipt thereof.


 


4.3           Upon
termination of this Agreement, the remainder of the Escrowed Shares and any
other amounts held in the Escrow Account (including all the securities in which
any of the funds deposited into the Escrow Account shall have been invested)
shall be distributed in accordance with Article VII.


 


4.4           Notwithstanding
anything herein to the contrary, any and all calculations required to be made
pursuant to a disbursement request shall be provided to the Escrow Agent by the
party so requesting the disbursement.


 


ARTICLE V


COMPENSATION; EXPENSES


 


5.1           In
consideration for its services as Escrow Agent, the Escrow Agent shall be
entitled to receive the compensation set forth in Exhibit B hereto, as well as
the reimbursement of all reasonable out-of-pocket costs and expenses actually
incurred by the Escrow Agent in the performance of its duties hereunder. Buyer shall
pay 50% of such compensation and expenses and Sellers shall pay 50% of such
compensation and expenses.


 


5.2           In
the event that the Escrow Agent is authorized to make disbursements to any party to this Escrow Agreement
pursuant to and in accordance with the terms of this Escrow Agreement, and fees
and expenses are due and payable to the Escrow Agent pursuant to the terms of
this Escrow Agreement by the party receiving such disbursement, the Escrow
Agent is hereby authorized to offset such amounts due and payable to it against
such disbursement to that party. Other than such fees and
expenses, the Escrowed Shares, assets and other items deposited to the Escrow
Account will not be subject to deduction, set-off, banker’s lien, or any other
right in favor of any person other than the Security Agent and the Buyer.  In the event that the Escrow Agent has or
subsequently obtains by agreement, by operation of law or otherwise a security
interest in the 


 


6

















 


Escrow Account or any security entitlement credited
thereto, the Escrow Agent hereby agrees that such security interest shall be
subordinate to the security interest of the Security Agent.


 


ARTICLE VI


EXCULPATION AND INDEMNIFICATION


 


6.1           The
obligations and duties of the Escrow Agent are confined to those specifically
set forth in this Agreement.  In the
event that any of the terms and provisions of any other agreement between any
of the parties hereto conflict or are inconsistent with any of the terms and
provisions of this Agreement, the terms and provisions of this Agreement shall
govern and control in all respects.  The
Escrow Agent shall not be subject to, nor be under any obligation to ascertain
or construe the terms and conditions of any other instrument, whether or not
now or hereafter deposited with or delivered to the Escrow Agent or referred to
in this Agreement, nor shall the Escrow Agent be obligated to inquire as to the
form, execution, sufficiency, or validity of any such instrument nor to inquire
as to the identity, authority, or rights of the person or persons executing or
delivering same.


 


6.2           The
Escrow Agent shall not be personally liable for any act which it may do or omit
to do hereunder in good faith and in the exercise of its own best judgment.  Any act done or omitted to be done by the
Escrow Agent pursuant to the advice of its attorneys shall be deemed
conclusively to have been performed or omitted in good faith by the Escrow
Agent.


 


6.3           In
the event the Escrow Agent is notified of any dispute, disagreement or legal
action among any of the Buyer, the Sellers, the Security Agent and any third
party relating to or arising in connection with the escrow, the Escrow Fund, or
the performance of the Escrow Agent’s duties under this Agreement, the Escrow
Agent will not be required to determine the controversy or to take any action
regarding it.  The Escrow Agent may hold
all share certificates, documents and funds and may wait for settlement of any
such controversy by final appropriate legal proceedings, arbitration, or other
means as, in the Escrow Agent’s discretion, it may require.  In such event, the Escrow Agent will not be
liable for interest or damage. 
Furthermore, the Escrow Agent may, at its option, file an action of
interpleader requiring the parties to answer and litigate any claims and rights
among themselves.  The Escrow Agent is
authorized, at its option, to deposit with the Clerk of the Court all documents
and funds held in escrow, except all costs, expenses, charges, and reasonable
attorneys’ fees incurred by the Escrow Agent due to the interpleader action and
which Buyer and Sellers agree to pay (“Interpleader Costs”). Buyer shall pay
50% of any such Interpleader Costs and Sellers shall pay 50% of any such
Interpleader Costs. Upon initiating such action, the Escrow Agent shall be
fully released and 


 


7

















 


discharged of and from all obligations and
liability imposed by the terms of this Agreement.


 


6.4           Buyer
and Sellers hereby agree jointly and severally, to indemnify and hold the
Escrow Agent harmless from and against all costs, damages, judgments,
attorney’s fees (whether such attorneys shall be regularly retained or
specifically employed),  expenses, obligations
and liabilities of every kind and nature which the Escrow Agent may incur,
sustain, or be required to pay in connection with or arising out of this
Agreement, unless the aforementioned results from the Escrow Agent’s gross
negligence or willful misconduct,  and
to pay the Escrow Agent on demand the amount of all such costs, damages,
judgments, attorney’s fees, expenses, obligations, and liabilities. The
foregoing indemnities in this paragraph shall survive the resignation or
substitution of the Escrow Agent or the termination of this Agreement.


 


ARTICLE VII


TERMINATION OF AGREEMENT


 


7.1           This
Agreement may be terminated at any time upon the receipt by the Escrow Agent of
three (3) business days prior written notice of termination by Buyer and
Security Agent  directing the distribution of all assets then held by the
Escrow Agent under and pursuant to this Agreement.


 


7.2           This
Agreement shall automatically terminate if and when all Escrowed Shares and
other amounts in the Escrow Account (including all the securities in which any
of the funds deposited into the Escrow Account shall have been invested) shall
have been distributed by the Escrow Agent in accordance with the terms of this
Agreement; provided, however, that the rights and obligations of the parties
hereto shall survive the termination hereof.


 


7.3           This
Agreement shall automatically terminate on the second anniversary of the date
of this Escrow Agreement; provided, however, that if Buyer has provided notice
to the Sellers under Section 6.5 of the Asset Purchase Agreement (as well
as a copy of such notice to the Security Agent under this Agreement) of any
claim(s) by Buyer for indemnification that has not been finally resolved and
settled prior to the second anniversary hereof (the “Unresolved Claims
Notice”), the Escrow provided under this Agreement shall continue until the
final resolution and settlement of such claim, and the Escrow Agent shall
continue to hold a number of the Escrowed Shares equal to Buyer’s good faith
estimate (the “Estimate”) of the amount of Losses attributable to such claim(s)
divided by the Formula Price Per Share, provided however, that Sellers shall
not be required to deposit any additional Quixote Common Shares to the Escrow
Account.  The balance of the Escrow
Amount in excess of the Estimate shall be distributed to the Security Agent
promptly following such second anniversary.


 


8

















 


ARTICLE VIII


RESIGNATION OR REMOVAL OF ESCROW AGENT


 


8.1           The
Escrow Agent may resign at any time upon giving at least thirty (30) days prior
written notice to Buyer and Security Agent; provided, however, that no such
resignation shall become effective until the appointment of a successor escrow
agent which shall be accomplished as follows: Buyer and Security Agent shall
use their best efforts to select a successor escrow agent within thirty (30)
days after receiving such notice.  If
Buyer and Security Agent fail to appoint a successor escrow agent within such
time, the Escrow Agent shall have the right to appoint a successor escrow
agent.  The successor escrow agent shall
execute and deliver an instrument accepting such appointment and it shall,
without further acts, be vested with all the estates, properties, rights,
powers, and duties of the predecessor escrow agent as if originally named as
escrow agent.   Upon delivery of such
instrument, the Escrow Agent shall be discharged from any further duties and
liability under this Agreement. The Escrow Agent shall be paid any outstanding
fees and expenses prior to transferring assets to a successor escrow agent.


 


8.2           The
Buyer and Security Agent may remove the Escrow Agent at any time by giving to
the Escrow Agent thirty (30) days prior written notice signed by Buyer and
Security Agent.  Buyer and Security
Agent shall use best efforts to select a successor escrow agent pursuant to
Section 8.1 (above).


 


ARTICLE IX


NOTICES


 


9.1           All
notices required by this Agreement shall be in writing and shall be deemed to
have been received (a) immediately if sent by facsimile transmission (with a
confirming copy sent the same Business Day by registered or certified mail), or
by hand delivery (with signed return receipt), or (b) the next Business Day if
sent by nationally recognized overnight courier, in any case to the respective
addresses as follows:


 


 


	
  If to Buyer:

  	
   

  
	
   

  	
   

  
	
   

  	
  Vision Acquisition Corporation

  
	
   

  	
  30th Floor

  
	
   

  	
  One East Wacker Drive

  
	
   

  	
  Chicago, Illinois  60601

  
	
   

  	
  Attention: Leslie J. Jezuit

  
	
   

  	
  Fax: 312/467-1356

  



 


9

















 


	
  With a copy (which will not constitute notice)
  to:

  
	
   

  	
   

  
	
   

  	
  Holland & Knight LLC

  
	
   

  	
  131 S. Dearborn, 30th floor

  
	
   

  	
  Chicago, Illinois  60603

  
	
   

  	
  Attention: Anne Hamblin Schiave

  
	
   

  	
  Fax: 312/578-6666

  
	
   

  	
   

  
	
  If to Sellers:

  
	
   

  	
   

  
	
   

  	
  Peek Traffic, Inc.

  
	
   

  	
  Peek Traffic Systems, Inc.

  
	
   

  	
  c/o Peek Corporation

  
	
   

  	
  2511 Corporate Way

  
	
   

  	
  Palmetto, FL 
  34221

  
	
   

  	
  Attn: 
  Andy Roake, CEO

  
	
   

  	
  Facsimile: 
  941-365-0837

  
	
   

  	
   

  
	
  With a copy (which shall not constitute notice)
  to:

  
	
   

  	
   

  
	
   

  	
  Allen & Overy

  
	
   

  	
  1221 Avenue of the Americas

  
	
   

  	
  New York, NY 10020

  
	
   

  	
  Attn: 
  Hugh McDonald

  
	
   

  	
  Facsimile: 
  212-610-6399

  
	
   

  	
   

  
	
  If to the Security Agent:

  
	
   

  	
   

  
	
   

  	
  BNP Paribas

  
	
   

  	
  Ten Harewood Avenue

  
	
   

  	
  London NW11AA England

  
	
   

  	
   

  
	
   

  	
  Attention: Matthew Gibbons

  
	
   

  	
  Tel: +44 0207 595-4734

  
	
   

  	
  Fax:+44 0207 595-5596

  
	
   

  	
   

  
	
  With a copy (which shall not constitute notice)
  to:

  
	
   

  	
   

  
	
   

  	
  Ashurst Morris Crisp

  
	
   

  	
  Broadwalk House

  
	
   

  	
  5 Appold Street

  
	
   

  	
  London EC2A 2HA

  
	
   

  	
   

  
	
   

  	
  Attention: Peter Hughes

  
	
   

  	
  Tel: +44 0207 859 1895

  
	
   

  	
  Fax: +44 0207 638 1112

  



 


10

















 


	
  If to the Escrow Agent:

  
	
   

  	
   

  
	
   

  	
  LaSalle Bank National Association

  
	
   

  	
  135 South LaSalle Street

  
	
   

  	
  Suite 1960

  
	
   

  	
  Chicago, IL  60603

  
	
   

  	
  Attention: Stacy M. Coleman

  
	
   

  	
  Telephone: (312) 904-2936

  
	
   

  	
  Fax: (312) 904-2236

  



 


9.2   Sellers, Buyer and Escrow Agent hereby
agree that they will copy (at the address set forth above) all parties to this
Agreement on all notices delivered in connection with this Agreement or the
Asset Purchase Agreement.


 


ARTICLE X


GOVERNING LAW


 


10.1         This Agreement and the Escrow Account (and any claims
or disputes arising out of or relating hereto or to the transactions
contemplated hereby or to the inducement of any Party to enter into herein,
whether for breach of contract, tortious conduct or otherwise and whether
predicated on common law, statute or otherwise) shall be governed by and
construed in accordance with the substantive laws of the State of Illinois
without reference to any conflict of law provision or rule (whether of the
State of Illinois or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Illinois.


 


10.2         Any
legal action, suit or proceeding arising out of or relating to this Agreement
shall be instituted exclusively in the courts of the State of Illinois, located
in the City of Chicago or, provided subject matter jurisdiction exists, in the
United States Federal Court for the Northern District of Illinois, located in
Chicago, Illinois, and each party hereto agrees not to assert as a defense in
any such action, suit or proceeding, any claim that it is not subject
personally to the jurisdiction of such courts, that its property is exempt or
immune from attachment or execution, that the action, suit or proceeding is
brought in an inconvenient forum, that the venue of the action, suit or
proceeding is improper or that this Agreement or the subject matter hereof may
not be enforced in or by such court. 
Each party further irrevocably submits to the exclusive jurisdiction of
such courts in any such action, suit or proceeding.


 


11

















 


ARTICLE XI


AUTOMATIC SUCCESSION


 


11.1         Any
bank or corporation into which the Escrow Agent may be merged or converted or
with which it may be consolidated, or any bank or corporation to whom the
Escrow Agent may transfer a substantial amount of its Escrow business, shall be
the successor to the Escrow Agent without the execution or filing of any paper
or any further act on the part of any of the parties, anything herein to the
contrary notwithstanding.


 


ARTICLE XII


AMENDMENT AND MODIFICATION, WAIVER AND ASSIGNMENT


 


12.1         This
Agreement may be amended or modified only by a written amendment, signed by
Buyer, Sellers, Security Agent and the Escrow Agent, and no waiver of any
provision hereof shall be effective unless expressed in a writing signed by the
party to be charged.  Sellers may assign
their rights under this Agreement with the Security Agent’s prior written
consent.  Security Agent may assign this
Agreement by providing prior written notice of such assignment to the Seller,
Buyer and the Escrow Agent.  The terms
and conditions of this Agreement shall be binding upon and inure to the benefit
of each such successor or assign.


 


ARTICLE XIII


DUE EXECUTION


 


13.1         Each
of Buyer, Sellers, Security Agent and the Escrow Agent hereby represents and
warrants that (a) this Agreement has been duly authorized, executed and
delivered on its behalf and constitutes its legal valid and binding obligation
and (b) the execution, delivery or performance of this Agreement by such entity
will not and does not violate any applicable law or regulation.


 


ARTICLE XIV


COUNTERPARTS


 


14.1         This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute but one and the
same Agreement.  Delivery of an executed
counterpart of a signature page to this Agreement by facsimile shall be
effective as delivery of an original executed counterpart of this Agreement.


 


12

















 


ARTICLE XV


INTERPRETATION


 


15.1         The
headings used in this Agreement are for convenience only and shall not
constitute a part of this Agreement.


 


15.2         As
used in this Agreement, “Business Day” means a day other than a Saturday,
Sunday, or other day when banking institutions in Chicago, Illinois are
authorized or required by law or executive order to be closed.


 


15.3         All
reference to the “UCC” in this Agreement shall mean the Uniform Commercial Code
as in effect in the State of Illinois, and Illinois shall be deemed to be the
securities intermediary’s jurisdiction (within the meaning of
Section 8-110 of the UCC).


 


ARTICLE XVI


SEVERABILITY


 


16.1         The
parties agree that if any provision of this Agreement shall under any
circumstances be deemed invalid or inoperative this Agreement shall be
construed with the invalid or inoperative provisions deleted and the rights and
obligations of the parties shall be construed and enforced accordingly.


 


[The next page is the signature page]


 


13

















 


 


IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Escrow Agreement as of the day and year first above
written.


 


	
   

  	
  “Buyer” :

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VISION ACQUISITION CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LESLIE JEZUIT

  	
   

  
	
   

  	
  Name:

  	
   LESLIE JEZUIT

  	
   

  
	
   

  	
  Title:

  	
   President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Sellers” :

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PEEK CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW ROAKE

  	
   

  
	
   

  	
  Name:

  	
   ANDREW ROAKE

  	
   

  
	
   

  	
  Title:

  	
   Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PEEK TRAFFIC, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW ROAKE

  	
   

  
	
   

  	
  Name:

  	
   ANDREW ROAKE

  	
   

  
	
   

  	
  Title:

  	
   Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PEEK TRAFFIC SYSTEMS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW ROAKE

  	
   

  
	
   

  	
  Name:

  	
   ANDREW ROAKE

  	
   

  
	
   

  	
  Title:

  	
   Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Security Agent”

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  	
   

  
	
   

  	
  As Security Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ OLGA DURAND

  	
   

  
	
   

  	
  Name:

  	
   OLGA DURAND

  	
   

  
	
   

  	
  Title:

  	
   Portfolio Manager

  	
   

  
					



 


14

















 


	
   

  	
  “Escrow Agent” :

  
	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  as Escrow Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R.C. BERGMAN

  	
   

  
	
   

  	
   

  	
  R.C. Bergman, First Vice President

  



 


15

















 


EXHIBIT A


ESCROW ACCOUNT NUMBER AND NAME


 


Account Number: 62-9219-60-1


 


 Escrow Account Name: Vision Acquisition – Peek Escrow
Account


 


16

















 


EXHIBIT B


ESCROW AGENT


SCHEDULE OF FEES


 


	
  Acceptance Fee:

  	
   

  	
  $

  	
  500.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annual Administration
  Fee:

  	
   

  	
  $

  	
  2,500.00

  	
   

  



 


The
Acceptance and first year’s Annual Administration Fees are due upon execution
of the Escrow Agreement.


 


Any investment transaction not in a money market fund or a LaSalle
Enhanced Liquidity Management account will incur a $150.00 per transaction fee.
The parties to the agreement understand and agree that the Escrow Agent may
receive certain revenue on certain mutual fund investments.  These revenues take one of two forms:


 


Shareholder Servicing Payments: Escrow Agent may receive Shareholder Servicing Payments as compensation
for providing certain services for the benefit of the Money Market Fund
Company.  Shareholder Services typically
provided by LaSalle include the maintenance of shareholder ownership records,
distributing prospectuses and other shareholder information materials to
investors and handling proxy-voting materials. Typically Shareholder Servicing
payments are paid under a Money Market Fund’s 12b-1 distribution plan and
impact the investment performance of the Fund by the amount of the fee. The
shareholder servicing fee payable from any money market fund is detailed in the
Fund’s prospectus that will be provided to you.


 


Revenue Sharing Payments: Escrow Agent may receive revenue sharing payments from a Money Market
Fund Company. These payments represent a reallocation to Escrow Agent of a portion
of the compensation payable to the fund company in connection with your
account’s money market fund investment. Revenue Sharing payments constitute a
form of fee sharing between the fund company and Escrow Agent and do not, as a
general rule, result in any additional charge or expense in connection with a
money market fund investment, are not paid under a 12b-1 plan, and do not
impact the investment performance of the Fund. 
The amount of any revenue share, if any, payable to Escrow Agent with
respect to your account’s investments is available upon request.


 


All out-of-pocket expenses will be billed at the Escrow Agent’s
cost.  Out-of-pocket expenses include,
but are not limited to, professional services (e.g. legal or accounting),
travel expenses, telephone and facsimile transmission costs, postage (including
express mail and overnight delivery charges), and copying charges.


 


17