Common use of Disbursement from the Escrow Account Clause in Contracts

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. 4.2 The terms of the offering must provide, and the Issuer must satisfy, the following conditions: within five business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; the acquisition meeting the criteria set forth above will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated acquisition meeting the requirements above has not occurred by a date 6 months after the effective date of the Issuer's initial registration statement, funds held in escrow shall be returned by first class mail to the purchasers with five business days following that date. Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the escrow account may be released to the Issuer and securities may be delivered to the purchaser only at the same time as or after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering$119,000, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. If the Fund is equal to $119,000, the Escrow Account shall remain open beyond the Termination Date in accordance with Section 4.2 below. 4.2 The terms of If the offering must provideEscrow Account remains open beyond the Termination Date, and the Issuer must satisfy, satisfy the following conditions: within five (5) business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each purchaser shall have no fewer than 20 twenty (20) business days and no more than 45 forty-five (45) business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th forty-fifth (45th) business day following the effective date Effective Date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser purchasers within five (5) business days; an acquisition described in the acquisition meeting the criteria set forth above post-effective amendment will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated an acquisition meeting the requirements above has not occurred been consummated by a date 6 the Issuer within eighteen (18) months after the effective date Effective Date of the Issuer's initial registration statementRegistration Statement, funds and interest held in escrow shall be returned by first class mail to the purchasers with five (5) business days following that date. It shall be the responsibility of the Issuer shall promptly to notify the Escrow Agent if any of the above conditions are not timely satisfied. Additionally, it shall be the Issuer's responsibility to timely provide instructions to the Escrow Agent with respect to interest calculations prior to release of funds and interest to the purchasers in accordance with the terms of this Section 4.2. Funds held in the escrow account Escrow Account may be released to the Issuer and securities Securities may be delivered to the purchaser purchasers only at the same time as or after: the escrow agent Escrow Agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, Issuer that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent Escrow Agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, Issuer that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. The Issuer shall be liable for any misrepresentations made to the Escrow Agent with respect to this Section 4.2 and the Issuer agrees to indemnify the Escrow Agent for any claims made by purchasers with respect to this Section 4.2 in accordance with Article 5 below; provided, however, the Issuer shall not be responsible for the Escrow Agent's failure to timely release funds and interest to the purchasers upon receipt of instructions from the Issuer. 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail transmitting them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. 4.2 The terms of the offering must provide, and the Issuer must satisfy, the following conditions: within five business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; the acquisition meeting the criteria set forth above will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated acquisition meeting the requirements above has not occurred by a date 6 18 months after the effective date of the Issuer's initial registration statement, funds held in escrow shall be returned by first class mail to the purchasers with five business days following that date. Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the escrow account may be released to the Issuer and securities may be delivered to the purchaser only at the same time as or after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. 4.2 The terms of the offering must provide, and the Issuer must satisfy, the following conditions: within five business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; the acquisition meeting the criteria set forth above will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated acquisition meeting the requirements above has not occurred by a date 6 18 months after the effective date of the Issuer's initial registration statement, funds held in escrow shall be returned by first class mail to the purchasers with five business days following that date. Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the escrow account may be released to the Issuer and securities may be delivered to the purchaser only at the same time as or after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering$119,000, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. If the Fund is equal to $119,000, the Escrow Account shall remain open beyond the Termination Date in accordance with Section 4.2 below. 4.2 The terms of If the offering must provideEscrow Account remains open beyond the Termination Date, and the Issuer must satisfy, satisfy the following conditions: within five (5) business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each purchaser shall have no fewer than 20 twenty (20) business days and no more than 45 forty-five (45) business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th forty-fifth (45th) business day following the effective date Effective Date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser purchasers within five (5) business days, and interest held in escrow shall be sent to the Issuer within two (2) business days; an acquisition described in the acquisition meeting the criteria set forth above post-effective amendment will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated an acquisition meeting the requirements above has not occurred been consummated by a date 6 the Issuer within eighteen (18) months after the effective date Effective Date of the Issuer's initial registration statementRegistration Statement, funds held in escrow shall be returned by first class mail to the purchasers with within five (5) business days days, and interest held in escrow shall be sent to the Issuer within two (2) business days, following that date. It shall be the responsibility of the Issuer shall promptly to notify the Escrow Agent if any of the above conditions are not timely satisfied. Additionally, it shall be the Issuer's responsibility to timely provide instructions to the Escrow Agent with respect to interest calculations prior to release of funds and interest to the purchasers in accordance with the terms of this Section 4.2. Funds held in the escrow account Escrow Account may be released to the Issuer and securities Securities may be delivered to the purchaser purchasers only at the same time as or after: the escrow agent Escrow Agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, Issuer that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent Escrow Agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, Issuer that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. The Issuer shall be liable for any misrepresentations made to the Escrow Agent with respect to this Section 4.2 and the Issuer agrees to indemnify the Escrow Agent for any claims made by purchasers with respect to this Section 4.2 in accordance with Article 5 below; provided, however, the Issuer shall not be responsible for the Escrow Agent's failure to timely release funds to the purchasers upon receipt of instructions from the Issuer. 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail transmitting them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. 4.2 The terms of the offering must provide, and the Issuer must satisfy, the following conditions: . within five business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; . each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; . the acquisition meeting the criteria set forth above will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and . if a consummated acquisition meeting the requirements above has not occurred by a date 6 18 months after the effective date of the Issuer's initial registration statement, funds held in escrow shall be returned by first class mail to the purchasers with within five business days following that date. Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the escrow account may be released to the Issuer and securities may be delivered to the purchaser only at the same time as or after: . the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, agent that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and . the escrow agent has received consummation of a signed representation from the Issuerbusiness opportunity, together with other evidence acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii) of Rule 419 have been metsuch as a merger or acquisition. 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 4.1. Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the the. Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering$500,000, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. If the fund is equal to $500,000, the Escrow Account shall remain open beyond the Termination Date in accordance with Section 4.2 below. 4.2 The terms of 4.2. If the offering must provideEscrow Account remains open beyond the Termination Date, and the Issuer must satisfy, satisfy the following conditions: within : (a) Within five (5) business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each ; (b) Each purchaser shall have no fewer than 20 twenty (20) business days and no more than 45 forty-five (45) business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th forty-fifth (45th) business day following the effective date Effective Date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser purchasers within five (5) business days; an acquisition described in the acquisition meeting the criteria set forth above post-effective amendment will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated an acquisition meeting the requirements above has not occurred been consummated by a date 6 the Issuer within eighteen (18) months after the effective date Effective Date of the Issuer's initial registration statementRegistration Statement, funds and interest held in escrow shall be returned by first class mail to the purchasers with five (5) business days following that date. It shall be the responsibility of the Issuer shall promptly to notify the Escrow Agent if any of the above conditions are not timely satisfied. Additionally, it shall be the Issuer's responsibility to timely provide instructions to the Escrow Agent with respect to the interest calculations prior to release of funds and interest to the purchasers in accordance with the terms of this Section 4.2; (c) Funds held in the escrow account Escrow Account may be released to the Issuer and securities Securities may be delivered to the purchaser purchasers only at the same time as or after: the escrow agent ; (d) The Escrow Agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, Issuer that the requirements of paragraphs (e)(1e) (1) and (e)(2e) (2) of Rule 419 have been met; and the escrow agent and (e) The Escrow Agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, Issuer that the requirements of paragraph (e)(2)(iiie) (2) (iii) of Rule 419 have been met. The Issuer shall be liable for any misrepresentation made to the Escrow Agent with respect to this Section 4.2 and the Issuer agrees to indemnify the Escrow Agent for any claims made by purchasers with respect to this Section 4.2 in accordance with Article 5 below; provided, however, the Issuer shall not be responsible for the Escrow Agent's failure to timely release funds and interest to the purchasers upon receipt of instructions from the Issuer. 4.3 4.3. If the Escrow Agent has on hand at the close of the business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 4.4. Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this this, Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail transmitting them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. 4.2 The terms of the offering must provide, and the Issuer must satisfy, the following conditions: . within five business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; . each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; . the acquisition meeting the criteria set forth above will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and . if a consummated acquisition meeting the requirements above has not occurred by a date 6 18 months after the effective date of the Issuer's initial registration statement, funds held in escrow shall be returned by first class mail to the purchasers with within five business days following that date. Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the escrow account may be released to the Issuer and securities may be delivered to the purchaser only at the same time as or after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the FundFund and return all Securities held by the Escrow Agent to the Issuer. 4.2 The terms of the offering must provide, and the Issuer must satisfy, the following conditions: within five business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; the acquisition meeting the criteria set forth above will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated acquisition meeting the requirements above has not occurred by a date 6 months after the effective date of the Issuer's initial registration statement, funds held in escrow shall be returned by first class mail to the purchasers with five business days following that date. Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the escrow account may be released to the Issuer and securities may be delivered to the purchaser only at the same time as or after: DISBURSEMENT FROM THE ESCROW ACCOUNT - continued the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of five (5) business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 Subject The Deposited Proceeds may be released to Section 4.3 below, if by the close of regular banking hours on Company and the Termination Date Shares delivered to the Stockholders only at the same time as or after: (a) the Escrow Agent determines has received a signed representation from the Issuer, together with an opinion of counsel that the amount in following requirements have already been met: (1) Execution of an agreement(s) for the Fund is less than acquisition(s) of a business(es) or assets that will constitute the minimum amount business (or a line of business) of the offeringCompany and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum Deposited Proceeds received from the exercise or conversion of the Subscription Rights; and (2) the Issuer shall have filed a post-effective amendment that discloses information about the proposed acquisition and candidate(s) and its business(es), then including audited financial statements of the Issuer and the Target Business, the terms upon which the Subscription Rights can be exercised, including the Subscription Price which cannot exceed $2.00 per Subscription Right, and use of Funds disbursed from the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the FundAccount. 4.2 The terms of the offering must provide, and the Issuer must satisfy, the following conditions: within (3) Within five business days after the effective date of the post-effective amendment, the Issuer shall send have sent by first class mail or other equally prompt means, to each purchaser of securities Stockholder whose Shares are held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each purchaser ; (4) Each Stockholder shall have had no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Issuer Company in writing that the purchaser elects Stockholder elected to remain an investorexercise his or her Subscription Rights. If the Issuer Company has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any held in escrow the Stockholder's right to elect to subscribe shall be sent by first class mail or other equally prompt means to the purchaser within five business days; the acquisition terminate; (b) The acquisition(s) meeting the criteria set forth above in this paragraph will be consummated only if a sufficient minimum number of purchasers confirm their investment with Stockholders representing 80% of the Issuer; and if maximum proceeds to be received from the exercise of Subscription Rights elects to subscribe. If a consummated acquisition acquisition(s) meeting the requirements above of this section has not occurred by a date 6 months after the effective date of Expiration Date, the Issuer's initial registration statement, funds held in escrow Deposited Funds shall be returned by first class mail or equally prompt means to the purchasers with subscribing Stockholders within five business days following that date. Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the escrow account may be released to the Issuer and securities may be delivered to the purchaser only at the same time as or after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. 4.3 If 4.2 In the Escrow Agent has on hand event that at the close of business regular banking hours on the Termination 5th day following the Expiration Date less than 80% of the maximum Subscription Proceeds shall have been received by the Escrow Agent, the Escrow Agent shall promptly refund to each prospective subscribing Stockholder the amount of payment received from such Stockholder held in escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution of the Deposited Proceeds. 4.3 In the event that at any uncollected amounts which when added time up to the Fund would raise close of banking hours on the amount in 5th business day following the Fund to the minimum offering amountExpiration Date, and result in the Fund representing the sale 80% or more of the minimum offering amountmaximum Subscription Proceeds shall have been received by the Escrow Agent, the Collection Period, consisting Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the number Deposited Proceeds until the events described in Section 4.1 of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking systemthis Escrow Agreement take place. 4.4 Upon disbursement of the Fund Deposited Proceeds and the Shares held in escrow pursuant to the terms of this Article Section 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the FundDeposited Proceeds.

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date April 23, 2008, the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offeringOffering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the FundFund and return all Securities held by the Escrow Agent to the Issuer. 4.2 The terms of the offering Offering must provide, and the Issuer must satisfy, the following conditions: within five business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; the acquisition meeting the criteria set forth above will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated acquisition meeting the requirements above has not occurred by a date 6 18 months after the effective date of the Issuer's ’s initial registration statement, funds held in escrow shall be returned by first class mail to the purchasers with five business days following that date. The Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. . 4.3 Funds held in the escrow account may be released to the Issuer and securities may be delivered to the purchaser only at the same time as or after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. 4.3 4.4 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amountFund, the Collection Period, consisting of the number of five (5) business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 4.5 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. Escrow Agreement - Continued 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. 4.2 The terms of the offering must provide, and the Issuer must satisfy, the following conditions: within five business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; the acquisition meeting the criteria set forth above will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated acquisition meeting the requirements above has not occurred ccurred by a date 6 18 months after the effective date of the Issuer's initial registration statement, funds held in escrow shall be returned by first class mail to the purchasers with five business days following that date. Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the escrow account may be released to the Issuer and securities may be delivered to the purchaser only at the same time as or after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.. Escrow Agreement - Continued

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail transmitting them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. 4.2 The terms of the offering must provide, and the Issuer must satisfy, the following conditions: . within five business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; . each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; . the acquisition meeting the criteria set forth above will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and . if a consummated acquisition meeting the requirements above has not occurred by a date 6 18 months after the effective date of the Issuer's initial registration statement, funds held in escrow shall be returned by first class mail to the purchasers with within five business days following that date. Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the escrow account may be released to the Issuer and securities may be delivered to the purchaser only at the same time as or after: . the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and . the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum total amount of the offering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. 4.2 The terms of the offering must provide, and the Issuer must satisfy, the following conditions: within five business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; the acquisition meeting the criteria set forth above will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated acquisition meeting the requirements above has not occurred ccurred by a date 6 18 months after the effective date of the Issuer's initial registration statement, funds held in escrow shall be returned by first class mail to the purchasers with five business days following that date. Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the escrow account may be released to the Issuer and securities may be delivered to the purchaser only at the same time as or after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum total offering amount, and result in the Fund representing the sale of the minimum total offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering$75,000, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. If the Fund is equal to $75,000, the Escrow Account shall remain open beyond the Termination Date in accordance with Section 4.2 below. 4.2 The terms of If the offering must provideEscrow Account remains open beyond the Termination Date, and the Issuer must satisfy, satisfy the following conditions: within five (5) business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each purchaser shall have no fewer than 20 twenty (20) business days and no more than 45 forty-five (45) business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th forty-fifth (45th) business day following the effective date Effective Date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser purchasers within five (5) business days; an acquisition described in the acquisition meeting the criteria set forth above post-effective amendment will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated an acquisition meeting the requirements above has not occurred been consummated by a date 6 the Issuer within eighteen (18) months after the effective date Effective Date of the Issuer's initial registration statementRegistration Statement, funds and interest held in escrow shall be returned by first class mail to the purchasers with five (5) business days following that date. It shall be the responsibility of the Issuer shall promptly to notify the Escrow Agent if any of the above conditions are not timely satisfied. Additionally, it shall be the Issuer's responsibility to timely provide instructions to the Escrow Agent with respect to interest calculations prior to release of funds and interest to the purchasers in accordance with the terms of this Section 4.2. Funds held in the escrow account Escrow Account may be released to the Issuer and securities Securities may be delivered to the purchaser purchasers only at the same time as or after: the escrow agent Escrow Agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, Issuer that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent Escrow Agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, Issuer that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. The Issuer shall be liable for any misrepresentations made to the Escrow Agent with respect to this Section 4.2 and the Issuer agrees to indemnify the Escrow Agent for any claims made by purchasers with respect to this Section 4.2 in accordance with Article 5 below; provided, however, the Issuer shall not be responsible for the Escrow Agent's failure to timely release funds and interest to the purchasers upon receipt of instructions from the Issuer. 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. 4.2 The terms of the offering must provide, and the Issuer must satisfy, the following conditions: within five business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; the acquisition meeting the criteria set forth above will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated acquisition meeting the requirements above has not occurred ccurred by a date 6 18 months after the effective date of the Issuer's initial registration statement, funds held in escrow shall be returned by first class mail to the purchasers with five business days following that date. Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the escrow account may be released to the Issuer and securities may be delivered to the purchaser only at the same time as or after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system.. EXHIBIT 10.1 - continued 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. 4.2 The terms of the offering must provide, and the Issuer must satisfy, the following conditions: within five business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; the acquisition meeting the criteria set forth above will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated acquisition meeting the requirements above has not occurred ccurred by a date 6 18 months after the effective date of the Issuer's initial registration statement, funds held in escrow shall be returned by first class mail to the purchasers with five business days following that date. Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the escrow account may be released to the Issuer and securities may be delivered to the purchaser only at the same time as or after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met.. DISBURSEMENT FROM THE ESCROW ACCOUNT - continued 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 4.1. Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the the. Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering$75,000, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. If the fund is equal to $75,000, the Escrow Account shall remain open beyond the Termination Date in accordance with Section 4.2 below. 4.2 The terms of 4.2. If the offering must provideEscrow Account remains open beyond the Termination Date, and the Issuer must satisfy, satisfy the following conditions: within : (a) Within five (5) business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each ; (b) Each purchaser shall have no fewer than 20 twenty (20) business days and no more than 45 forty-five (45) business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th forty-fifth (45th) business day following the effective date Effective Date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser purchasers within five (5) business days; an acquisition described in the acquisition meeting the criteria set forth above post-effective amendment will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated an acquisition meeting the requirements above has not occurred been consummated by a date 6 the Issuer within eighteen (18) months after the effective date Effective Date of the Issuer's initial registration statementRegistration Statement, funds and interest held in escrow shall be returned by first class mail to the purchasers with five (5) business days following that date. It shall be the responsibility of the Issuer shall promptly to notify the Escrow Agent if any of the above conditions are not timely satisfied. Additionally, it shall be the Issuer's responsibility to timely provide instructions to the Escrow Agent with respect to the interest calculations prior to release of funds and interest to the purchasers in accordance with the terms of this Section 4.2; (c) Funds held in the escrow account Escrow Account may be released to the Issuer and securities Securities may be delivered to the purchaser purchasers only at the same time as or after: the escrow agent ; (d) The Escrow Agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, Issuer that the requirements of paragraphs (e)(1e) (1) and (e)(2e) (2) of Rule 419 have been met; and the escrow agent and (e) The Escrow Agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, Issuer that the requirements of paragraph (e)(2)(iiie) (2) (iii) of Rule 419 have been met. The Issuer shall be liable for any misrepresentation made to the Escrow Agent with respect to this Section 4.2 and the Issuer agrees to indemnify the Escrow Agent for any claims made by purchasers with respect to this Section 4.2 in accordance with Article 5 below; provided, however, the Issuer shall not be responsible for the Escrow Agent's failure to timely release funds and interest to the purchasers upon receipt of instructions from the Issuer. 4.3 4.3. If the Escrow Agent has on hand at the close of the business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 4.4. Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this this, Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. 4.2 The terms of the offering must provide, and the Issuer must satisfy, the following conditions: within five business days after the effective date of the post-effective amendment, the Issuer shall send by first class mail to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Issuer in writing that the purchaser elects to remain an investor. If the Issuer has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any held in escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; the acquisition meeting the criteria set forth above will be consummated if a sufficient number of purchasers confirm their investment with the Issuer; and if a consummated acquisition meeting the requirements above has not occurred by a date 6 months after the effective date of the Issuer's initial registration statement, funds held in escrow shall be returned by first class mail to the purchasers with five business days following that date. Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the escrow account may be released to the Issuer and securities may be delivered to the purchaser only at the same time as or after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii) of Rule 419 have been met. 4.3 If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the minimum offering amount, and result in the Fund representing the sale of the minimum offering amount, the Collection Period, consisting of the number of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.