EX-2
from SC 13D
4 pages
Whereas, in Order to Facilitate the Implementation of the Stock Purchase Agreement, Udw Has Agreed to Deliver to the Escrow Agent Thirteen (13) Stock Certificates (The "Escrow Certificates"), Each Registered in the Name of Hyundai, Twelve (12) of Which Escrow Certificates Each Evidence Five Hundred Thousand (500,000) Shares of the Purchased Shares and One (1) of Which Escrow Certificates Evidences One Hundred Thousand (100,000) Shares of the Purchased Shares; and Whereas, in Order to Facilitate the Implementation of the Stock Purchase Agreement, Hyundai Has Agreed to Deliver to the Escrow Agent's Escrow Account (The "Escrow Account") Pursuant to the Instructions Attached Hereto as Exhibit 1 a Wire Transfer in the Amount of the Purchase Price; and Whereas, the Escrow Agent Has Agreed to Accept, Hold, and Distribute the Purchased Shares to Be Deposited With It in Accordance With the Terms and Conditions of This Escrow Agreement and the Standard Terms Annexed Hereto an Annex a (Collectively, This "Agreement"); and Whereas, the Escrow Agent Has Agreed to Accept, Deposit and Distribute the Purchase Price to Be Deposited With It in Accordance With the Terms and Conditions of This Agreement;
12/34/56
