Stock Purchase Escrow Agreement

This STOCK PURCHASE ESCROW AGREEMENT (this ?Agreement?) is dated as of the 5th day of July, 2006, between Eugene Michael Kennedy, P.A., a Florida professional association, as Escrow Agent (the ?Escrow Agent?), certain stockholders of ProGuard Acquisition Corp. (?PAC?) listed on Exhibit A (the ?Sellers?), and Worldwide Security Acquisitions, LLC (?WSA? or the ?Buyer?). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Stock Purchase Agreement (as defined below).


WHEREAS, the Sellers have granted an option of even date herewith (the ?Option?) to purchase a minimum of seventy four (74%) percent and a maximum of eighty-seven (87%) percent of the issued and outstanding capital stock of PAC owned by Sellers (the ?Shares?); and


WHEREAS, the Buyer is willing to deposit approximately ten (10%) percent of the aggregate option exercise purchase price for the Shares in cash in escrow pursuant to this Agreement and the Sellers are willing to deposit the Shares in escrow pursuant to this Agreement; and


WHEREAS, the Sellers and the Buyer wish to engage the Escrow Agent to act, and the Escrow Agent is willing to act, as escrow agent hereunder and, in that capacity, to hold and administer the respective Escrow Funds and Escrow Shares (as defined below) deposited in escrow hereunder in accordance with, and subject to, the terms of this Agreement;


NOW THEREFORE, for valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties hereto agree as follows:


Section 1. Deposit of Escrow Funds and Escrow Shares.
Within fifteen (15) days of the date of this Agreement (a) each of the Sellers shall deposit with the Escrow Agent, certificates evidencing the number of shares (?Escrow Shares?) of PAC?s Common Stock specified next to their name on Exhibit A hereof under the heading ?Aggregate Number of Shares? and one stock power signed in blank, signature medallion guaranteed from each Seller covering all certificates held by such Seller, together with applicable corporate resolutions authorizing the execution and the delivery of the stock powers (all such certificates, stock powers and resolutions are collectively referred to herein as the ?Escrow Shares?) and (b) the Buyer shall deposit with the Escrow Agent the sum of Seventy Five Thousand ($75,000.00) Dollars in cash or cash equivalent (the ?Deposit?). Collectively, the Deposit, the balance of the aggregate Option exercise price and the Escrow Shares, is referred to hereinafter as (the ?Escrow Property?). The Escrow Agent shall acknowledge receipt of the Escrow Property to all parties to this Agreement and agrees to hold and to administer the Escrow Property in accordance with the terms of this Agreement.


Section 2. The Cash Escrow.
(a) The Buyer shall deliver the Deposit to the Escrow Agent at and upon execution of the Agreement. Twenty-Five Thousand ($25,000.00) Dollars of the Deposit (or 33.33%) shall be non-refundable under any circumstance whatsoever and shall be delivered by the Escrow Agent to the Seller for payment of Seller?s costs incurred in connection with the proposed stock purchase and sale upon termination or upon completion of the contemplated stock acquisition transaction, whichever shall first occur.
(b) Within 120 days of the date of this Agreement, the Buyer shall deposit with the Escrow Agent the full balance of the aggregate Option exercise price, i.e. a minimum of $1,925,000.00 and a maximum of $2,275,000.00, in cash or cash equivalent.
(c) Upon receipt by the Escrow Agent of the full, aggregate Option exercise price from the Buyer in clear funds, the Escrow Agent shall notice the parties for closing and at closing shall deliver the cash escrow to the Sellers, pro-rata to their respective sale of PAC restricted Common Stock to the Buyer, and deliver the Escrow Shares certificates and stock powers to the PAC transfer agent with irrevocable instructions to transfer the Escrow Shares to the Buyer.
(d) In the event that the Buyer shall not have deposited a minimum cash amount aggregating $2,000,000.00 with the Escrow Agent within 120 days of the date of this Agreement, i.e. on or before November 4, 2006, the Escrow Agent shall return all of the Escrow Shares to the Seller and shall return all of the Cash Escrow, less the sum of $25,000.00, to the Buyer and the Escrow shall thereafter be terminated forthwith.


Section 3. Releases from Escrow.
(a) Closing. At Closing, the Escrow Agent shall (i) deliver the Escrow Funds to the Seller?s Representative in the form of a check payable to each of the Sellers in the amount specified next to each Seller?s name under the heading ?Proceeds from Sale? in Exhibit A and (ii) deliver the Escrow Shares to Cottonwood Stock Transfer, PAC?s transfer agent (the ?Transfer Agent?), and instruct the Transfer Agent to deliver to the Buyer a certificate (or certificates as reasonably requested by Buyer in advance) representing the aggregate number of shares of restricted PAC Common Stock purchased registered in the name of Buyer (or its designee(s)).
(b) No Closing. If the Stock Purchase Agreement transaction is not closed for any reason whatsoever by November 10, 2006, the Escrow Agent shall return the Escrow Property without interest or further instruction to the respective sources of the escrow deposits and the Escrow Agent hereunder shall thereafter terminate the Escrow forthwith.
(c) Joint Written Instruction. Except as provided in Sections 3(b), 3(c) and 3(d), the Escrow Agent shall hold the Escrow Property in escrow until the receipt by the Escrow Agent of a notice, executed by both the Seller?s Representative and the Buyer, directing the disposition of the Escrow Property. The Escrow Agent shall not follow instructions relating to the disposition of the Escrow Property executed only by the Buyer or return the Escrow Funds to the Buyers without the Sellers? Representative?s prior written consent.
(d) Dispute. If the Escrow Agent, prior to delivering, or causing to be delivered, the Escrow Property in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Escrow Property until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Sellers? Representatives and the Buyer, directing distribution of the Escrow Property, (ii) written instructions from the Seller?s Representative requesting the deposit of the Escrow Property with a court of competent jurisdiction in Broward County, Florida or (iii) a certified copy of a judgment, order or decree of a court of competent jurisdiction in Broward County, Florida, final beyond the right of appeal, directing the Escrow Agent to distribute said Escrow Property to any party hereto or as such judgment, order or decree shall otherwise specify (including any such order directing the Escrow Agent to deposit the Escrow Property into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit the Escrow Property with a court of competent jurisdiction in Broward County, Florida without liability to any party if said dispute is not resolved within thirty (30) days of receipt of any such notice of objection, dispute or otherwise and the escrow shall thereafter terminate.


Section 4. Duties and Obligations of the Escrow Agent.
(a) The parties hereto agree that the duties and obligations of the Escrow Agent are only such as are herein specifically provided and no other. The Escrow Agent?s duties are as a depositary only, and the Escrow Agent shall incur no liability whatsoever, except as a direct result of the Escrow Agent?s willful misconduct or gross negligence.
(b) The Escrow Agent may consult with counsel of its choice, and shall not be liable for any action taken, suffered or omitted by them in accordance with the advice of such counsel.
(c) The Escrow Agent shall not be bound in any way by the terms of any other agreement to which the Sellers and the Buyer are parties, whether or not it has knowledge thereof, and the Escrow Agent shall ...