Delivery into Escrow Clause Samples

Delivery into Escrow. Notwithstanding the foregoing, a number of shares of DocuNet Common Stock equal to (i) $76,650 divided by (ii) the Initial Public Offering Price shall be delivered at Closing to the Escrow Agent pursuant to the Escrow Agreement (the "Escrow Amount"), in the individual amount for each Seller as indicated on Schedule 2.4 attached hereto. The Escrow Amount shall be available to fund (but shall not be the sole source of funding) any obligations of the Sellers under this Agreement pursuant to the terms of the Escrow Agreement; provided, however, if the amount of cash plus the value of the shares of DocuNet Common Stock valued at the Initial Public Offering Price in the Escrow Amount falls below $76,650 (the "Threshold Value") due to payment from the Escrow Account pursuant to Section 2.8 hereof, the Sellers shall contribute additional cash or shares of DocuNet Common Stock to the Escrow Account in an amount necessary so that the amount of cash plus the value of the shares of DocuNet Common Stock (valued at the Initial Public Offering Price) in the Escrow Amount would equal the Threshold Value.

Delivery into Escrow. On the basis of the representations, warranties, terms and conditions contained herein, on the date hereof each party shall deliver to the financial entity or other entity mutually agreed to by the Parties (the "ESCROW AGENT"), pursuant to an agreement in the form attached hereto as EXHIBIT C (the "ESCROW AGREEMENT"), the following: (a) Seller shall deliver the original signature Note; (b) Purchaser shall deliver $6 million in cash or by wire transfer; (c) The Company shall deliver an affidavit executed by an officer of the Company setting forth the Interest Indebtedness on the Note calculated through February 27, 1998 and certified as correct by an officer of the Seller (the "INTEREST AFFIDAVIT"); and (d) Seller, Purchaser and the Company shall deliver each of the other items required to be delivered by each of them pursuant to the terms of the Escrow Agreement.

Delivery into Escrow. Prior to or at the Closing, the following -------------------- described documents (collectively, the "Escrowed Documents") and the following described funds (collectively, the "Escrowed Funds") shall be deposited into escrow with the Escrow Agent.

Delivery into Escrow. Upon Closing, the sum of Fifty Thousand -------------------- Dollars ($50,000.00), representing the full amount of the Deferred Payments (the "Escrow Funds"), shall be delivered by the Buyer to the Escrow Agent for deposit into the Escrow Account.

Delivery into Escrow. Notwithstanding the foregoing, $135,000 of the Cash Purchase Price shall be paid directly to the Escrow Agent pursuant to the Escrow Agreement (the "Escrow Amount"). The Escrow Amount shall be available to fund (but shall not be the sole source of funding) any obligations of Seller under this Agreement pursuant to the terms of the Escrow Agreement; provided, however, if the amount of cash in the Escrow Account falls below $135,000 (the "Threshold Value") due to payment from the Escrow Account pursuant to Section 2.3 hereof, the Seller (or the Shareholders pursuant to Section 2.3(e)) shall contribute additional cash in an amount necessary so that the Escrow Account would equal the Threshold Value.

Delivery into Escrow. Each of the Security Holders hereby places and deposits in escrow those of their securities of the Company which are represented by the certificates described or referred to in Schedule “A" hereto (the “Securities”), with the Escrow Agent and hereby undertakes and agrees to deliver those Securities (including any replacement securities or certificates if and when such are issued or allotted) to the Escrow Agent for deposit in escrow as soon as practicable and in any event no later than 60 days from the date of which the Company’s Common Shares are listed on the Canadian Securities Exchange ("CSE"). The Escrow Agent shall have no liability or responsibility for any property until it is in fact received by the Escrow Agent.

Delivery into Escrow. 2 1.3 Purchase and Sale Irrevocable.........................................2 1.4

Delivery into Escrow. The Buyer has delivered the Second Payment and shall deliver the Stock Power to Michael Harris, P.A. (the "▇▇▇▇▇▇ ▇▇▇▇▇") to hold in escrow and TSA shall deliver the two stock certificates for 5.5% and 14.5% of TSA's common stock to the Escrow Agent to hold in escrow, all in accordance with the terms and conditions of an escrow agreement, as amended, in the form annexed hereto as Schedules 2.3(1) and 2.3(2). The escrow shall continue until the Parent's stockholders shall have voted on a proposal to approve the sale of 100% of the Assets as provided in Section 4.2 hereof. If such stockholder approval is obtained, the Escrow Agent shall deliver the Second Payment and one-half of the income thereon (the "Income") to the Parent and the TSA common stock certificate, the Stock Power and the other one-half of the Income to the Buyer. If the Parent's stockholders do not approve the sale of 100% of the Assets, the Escrow Agent shall return the Second Payment to the Buyer with the Income, deliver to the Buyer a stock certificate for 14.5% of TSA common stock and deliver a stock certificate for 5.5% of TSA common stock, Stock Power and the Income to the Parent.

Delivery into Escrow. The parties agree to execute the Escrow Agreement as attached hereto on Schedule 4.3 and to allow (*NAME CONFIDENTIAL*) to act as Escrow Agent according to the terms set forth therein.