Escrow Agreement

ESCROW AGREEMENT


THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of the 30th day of June, 1997, by and among Concord General Corporation, a California corporation ("Concord"), JBW & Co., Inc., a California corporation ("JBW"), Classic Fire & Marine Insurance Company, an Indiana insurance corporation ("Classic") (Concord, JBW and Classic sometimes hereinafter are referred to collectively as the "JBW Parties"), Alpine Insurance Company, an Illinois insurance corporation ("Alpine"), TCO Holdings, Inc., a Delaware corporation ("TCO") and Katten Muchin & Zavis ("Escrow Agent").


RECITALS


WHEREAS, the JBW Parties, Alpine and TCO have entered into that certain JBW Restructuring Agreement (the "JBW Agreement"), dated June 30, 1997, pursuant to which Alpine will transfer to the JBW Parties that certain Secured Promissory Note dated December 31, 1995 (the "JBW Note"), currently held by Alpine, in exchange for an assignment by Concord of its rights under that certain promissory note dated October 19, 1994 made by Par Mee Development Corporation (the "Par Mee Note");


WHEREAS, pursuant to the terms of the JBW Agreement, the parties are required to deposit in escrow certain payments made pursuant to the Par Mee Note (the "Escrowed Funds"), which Escrowed Funds shall remain in escrow for the periods described in Sections 3, 4 and 7 of the JBW Agreement; and


WHEREAS, the JBW Parties, Alpine and TCO wish to retain the services of Escrow Agent in connection with the escrow, and Escrow Agent is willing to accept such engagement, all on the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the mutual covenants of the parties set forth herein and in the JBW Agreement, the parties hereto agree as follows:


1. Definition of Terms. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the JBW Agreement.


2. Purpose of Agreement. The JBW Parties, Alpine and TCO represent that the JBW Agreement has been executed, and covenant that the Escrowed Funds have been or will be deposited with the Escrow Agent pursuant to Sections 3 and 7 of the JBW Agreement.


3. Appointment and Acceptance of Escrow Agent. The JBW Parties, Alpine and TCO hereby nominate and appoint the law firm of Katten Muchin & Zavis ("KMZ") as Escrow Agent to hold and disburse any Escrowed Funds delivered to it hereunder. KMZ hereby accepts such appointment upon the terms and conditions hereinafter set forth.


4. Deposit of Escrowed Funds. Throughout the term of this Agreement, any payments received by any party pursuant to the Par Mee Note shall be delivered to the Escrow Agent for deposit in escrow pursuant to the provisions of this Agreement. Such delivery shall be made in a form and to an account


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specified by the Escrow Agent. The Escrow Agent shall accept delivery of the Escrowed Funds and hold the Escrowed Funds until such funds are distributed in accordance with the terms hereof.


5. Purchase Agreement Not Limited by this Agreement. This Agreement and the deposit of the Escrowed Funds with the Escrow Agent are without prejudice to, and are not in limitation of, any rights or obligations of the JBW Parties, Alpine or TCO in respect of any of the covenants, representations or warranties of such parties contained in the JBW Agreement.


6. Maintenance of Escrowed Funds. Escrow Agent shall deposit the Escrowed Funds in an interest-bearing account with a federally insured institution. The interest earned on such Escrowed Funds shall be distributed at the same time as the Escrowed Funds are delivered pursuant to Section 7 or 8 hereof.


7. Release of Escrowed Funds. The Escrowed Funds (including any interest earned thereon) shall be released to Alpine, upon written notice by Alpine to Escrow Agent, on the closing of the transactions described in the JBW Agreement. If notice of such closing has not been received by Escrow Agent by November 15, 1997 (or such later date of which Alpine and Concord jointly notify Escrow Agen ...