Common use of Disbursement from the Escrow Account Clause in Contracts

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser 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 time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this 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 Deposited Proceeds.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Deposited Securities delivered to the purchaser or other registered holder owner only at the same time as or after: (a) after the Escrow Agent has received a signed representation letter from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets Rule 419 as promulgated pursuant to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements Act of the Company and the company or business with which it plans to merge or acquire 1933 as amended (the "Target CompanyAct"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed as to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application consummation of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreementa business acquisition have been satisfied. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) 4.2 If a consummated acquisition(s) meeting the requirements of this section Rule 419 has not occurred by a date 18 months after the Effective Date, the Deposited Funds Proceeds, less amounts, delivered to the Company pursuant to Section 4.5 hereof, shall be returned by first class mail or equally prompt means to the purchaser and the Deposited Securities shall be delivered to the Subscription Agent within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 4.3 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares 1,000,000 shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without with 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 Proceeds and deliver any time up Deposited Securities to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placeSubscription Agent. 4.4 Upon disbursement distribution of the Deposited Proceeds and Deposited Securities pursuant to the terms of this Section 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. 4.5 Anything in this Escrow Agreement to the contrary notwithstanding, after written notice is given by the Issuer to the Escrow Agent that at least 1,000,000 shares have been sold, the Escrow Agent shall distribute to the Issuer an amount equal to 10% of the Deposited Proceeds deposited (plus interest thereon) through the date of such notice (the "Notice Date"). It is expressly agreed and understood that in no event Thereafter within 5 days after the Termination Date, the Escrow Agent shall deliver to the Issuer an amount equal to 10% of the aggregate amount of payments made Deposited Proceeds (plus interest thereon) deposited by the Escrow Agent exceed agent after the amount Notice Date. Upon receipt of the representation letter and opinion referred to in Section 4.1 above, the balance of the Deposited ProceedsProceeds (plus interest thereon) shall be delivered to the Company.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than the minimum amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and transmitting them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow AgreementFund. (2) 4.2 The terms of the offering providedmust provide, and the Company satisfiedIssuer must satisfy, the following conditions: (i) Within : within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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, any held in the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) ; the acquisition meeting the criteria set forth in paragraph (a) (1) of this Section 4 above will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If and if a consummated acquisition(s) acquisition meeting the requirements of this section above has not occurred by a date 18 months after the Effective Dateeffective date of the Issuer's initial registration statement, the Deposited Funds funds held in escrow shall be returned by first class mail or equally prompt means to the purchaser within purchasers with five business days following that date. (b) . Funds held in the Escrow Account escrow account may be released to the Company Issuer and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements set forth in Section 4.1(a)(1)(iiiof paragraphs (e)(1) and (e)(2) of this Escrow AgreementRule 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. 4.2 In 4.3 If the event that Escrow Agent has on hand at the close of regular banking hours business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefromCollection Period, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceeds. 4.3 In number of business days set forth in the event that at any time up Registration Statement, shall be utilized to allow such uncollected funds to clear the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placesystem. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than the minimum amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and mail them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow AgreementFund. (2) 4.2 The terms of the offering providedmust provide, and the Company satisfiedIssuer must satisfy, the following conditions: (i) Within : within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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, any held in the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) ; the acquisition meeting the criteria set forth in paragraph (a) (1) of this Section 4 above will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If and if a consummated acquisition(s) acquisition meeting the requirements of this section above has not occurred by a date 18 6 months after the Effective Dateeffective date of the Issuer's initial registration statement, the Deposited Funds funds held in escrow shall be returned by first class mail or equally prompt means to the purchaser within purchasers with five business days following that date. (b) . Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the Escrow Account escrow account may be released to the Company Issuer and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements set forth in Section 4.1(a)(1)(iiiof paragraphs (e)(1) and (e)(2) of this Escrow AgreementRule 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. 4.2 In 4.3 If the event that Escrow Agent has on hand at the close of regular banking hours business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefromCollection Period, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceeds. 4.3 In number of business days set forth in the event that at any time up Registration Statement, shall be utilized to allow such uncollected funds to clear the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placesystem. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than $119,000, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and mail them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which Fund. If the fair value of the business(es) or net assets Fund is equal to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any$119,000, the Company filed a post-effective amendment that:Escrow Account shall remain open beyond the Termination Date in accordance with Section 4.2 below. (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in 4.2 If the Escrow Account; and (B) The specific amount, use and application of funds disbursed to Account remains open beyond the Company to date, including, but not limited toTermination Date, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, Issuer must satisfy the following conditions: : within five (i5) Within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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 the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser purchasers within five (5) business days; (iii) The acquisition(s) meeting ; an acquisition described in the criteria set forth in paragraph (a) (1) of this Section 4 post-effective amendment will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If a consummated acquisition(s) meeting the requirements of this section and if an acquisition has not occurred been consummated by a date 18 the Issuer within eighteen (18) months after the Effective DateDate of the Registration Statement, the Deposited Funds funds and interest held in escrow shall be returned by first class mail or equally prompt means to the purchaser within purchasers with five (5) business days following that date. (b) . It shall be the responsibility of the Issuer 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 may be released to the Company Issuer and securities Securities may be delivered to the purchaser or other registered holder identified on the deposited securities purchasers only at the same time as or after consummation of an acquisition(s) meeting after: the Escrow Agent has received a signed representation from the Issuer that the requirements set forth in Section 4.1(a)(1)(iiiof paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the Escrow Agent has received a signed representation from the 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 AgreementAgent 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. 4.2 In 4.3 If the event that Escrow Agent has on hand at the close of regular banking hours business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceeds. 4.3 In number of business days set forth in the event that at any time up Registration Statement, shall be utilized to allow such uncollected funds to clear the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placesystem. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company minimum offering has been raised and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of such funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow AgreementCompany. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares representing the minimum offering have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser 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 time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this 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 Deposited Proceeds.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than the minimum amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and mail them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow AgreementFund. (2) 4.2 The terms of the offering providedmust provide, and the Company satisfiedIssuer must satisfy, the following conditions: (i) Within : within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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, any held in the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) ; the acquisition meeting the criteria set forth in paragraph (a) (1) of this Section 4 above will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If and if a consummated acquisition(s) acquisition meeting the requirements of this section above has not occurred by a date 18 months after the Effective Dateeffective date of the Issuer's initial registration statement, the Deposited Funds funds held in escrow shall be returned by first class mail or equally prompt means to the purchaser within purchasers with five business days following that date. (b) . Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the Escrow Account escrow account may be released to the Company Issuer and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements set forth in Section 4.1(a)(1)(iiiof paragraphs (e)(1) and (e)(2) of this Escrow AgreementRule 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. 4.2 In 4.3 If the event that Escrow Agent has on hand at the close of regular banking hours business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefromCollection Period, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceeds. 4.3 In number of business days set forth in the event that at any time up Registration Statement, shall be utilized to allow such uncollected funds to clear the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placesystem. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant Subject to Section 4 of this Escrow Agreement. (2) The terms of the offering provided4.3 below, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours 5:00 p.m. Boston, MA time on the Termination Date the amount constituting the Fund (a) shall be less than all the Minimum Dollar Amount, or (b) shall represent the sale of less than the Shares have been soldMinimum Share Amount, in each case as indicated by the Subscription Information submitted to the Escrow Agent, then in either such case, the Escrow Agent shall promptly but in no event later than five (5) business days after the Termination Date refund to each prospective purchaser the amount of payment received from such purchaser which is then held in Escrow without interest thereon the Fund or deduction therefromwhich thereafter clears the banking system, together with any investment income received thereon, and the Escrow Agent shall notify the Issuer and the Best Efforts Underwriter of its distribution of the Deposited ProceedsFund. 4.2 Subject to Section 4.3 below, in the event that at any time up to 5:00 p.m. Boston, MA time on the Termination Date, the amount constituting the Fund shall be at least equal to the Minimum Dollar Amount and shall represent the sale of not less than the Minimum Share Amount, in each case as indicated by the Subscription Information submitted to the Escrow Agent, the Escrow Agent shall notify the Issuer and the Best Efforts Underwriter of such fact in writing (within two (2) business days thereafter.) The Escrow Agent shall hold the Fund until the Escrow Agent receives, at least two (2) business days prior to the date on which the Fund is to be disbursed, instructions in writing signed by both the Issuer and the Best Efforts Underwriter as to the disbursement of the Fund. 4.3 In the event that the Escrow Agent or the Best Efforts Underwriter (or the Issuer) have received by 5:00 p.m. Boston, MA time on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the Minimum Dollar Amount and result in the Fund representing the sale of the Minimum Share Amount, in each case as indicated by the Subscription Information submitted to the Escrow Agent, the Collection Period shall be utilized to allow such uncollected amounts to clear the banking system, and the Escrow Agent shall invest such uncollected amounts in accordance with Section 3.7 hereof. During the Collection Period, neither the Best Efforts Underwriter nor the Issuer shall deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers; provided, however, that such amounts which were received by the Best Efforts Underwriter (or the Issuer) by the close of business on the Termination Date may be deposited with the Escrow Agent by noon of the next business day following the Termination Date. If at 5:00 p.m. Boston, MA time on the last day of the Collection Period an amount sufficient to raise the amount in the Fund to the Minimum Dollar Amount and which would result in the Fund representing the sale of the Minimum Share Amount shall not have cleared the banking system, the Escrow Agent shall notify the Issuer and the Best Efforts Underwriter in writing of such fact and shall return all amounts then in the Fund, and any amounts which thereafter clear the banking system, to the prospective purchasers as provided in subsection 4.1 hereof. If a sufficient amount has cleared by such time, the parties shall proceed as provided in subsection 4.2 hereof. 4.4 Subject to Section 4.5 below, in the event that at 5:00 p.m. Boston, MA time on the Termination Date, the amount constituting the Fund (counting all amounts deposited in the Escrow Account from the commencement date of the Offering Period) shall be greater than the Minimum Dollar Amount and shall represent the sale of more than the Minimum Share Amount, the Escrow Agent shall, on the Termination Date, notify the Issuer and the Best Efforts Underwriter of such fact in writing. The Escrow Agent shall hold any portion of the Fund that has not previously been disbursed (in accordance with Section 4.2) until the Escrow Agent receives, at least two (2) business days prior to the date on which such portion of the Fund is to be disbursed, instructions in writing signed by both the Issuer and the Best Efforts Underwriter as to the disbursement thereof. 4.5 In the event that at any time up to the close of banking hours 5:00 p.m. Boston, MA time on the Termination Date Date, the amount constituting the Fund (counting all amounts deposited in the Escrow Account from the commencement date of the Shares have been soldOffering Period) shall be at least equal to the Maximum Dollar Amount and shall represent the sale of not less than the Maximum Share Amount, the Escrow Agent shall notify the Issuer and the Best Efforts Underwriter of such fact in writing (within a reasonable time two (2) business days thereafter). The Escrow Agent shall hold the Deposited Proceeds portion of the Fund that has not yet been disbursed (in accordance with Section 4.2) until the events described Escrow Agent receives, at least two (2) business days prior to the date on which such portion of the Fund is to be disbursed, instructions in Section 4.1 of this Escrow Agreement take placewriting signed by both the Issuer and the Best Efforts Underwriter as to the disbursement thereof. 4.4 4.6 In the event that at 5:00 p.m. Boston, MA time on the Termination Date, the amount constituting the Fund (counting all amounts deposited in the Escrow Account from the commencement date of the Offering Period) shall be greater than the Maximum Dollar Amount and shall represent the sale of more than the Maximum Share Amount, the Escrow Agent shall notify in writing the Issuer and the Best Efforts Underwriter of such fact within two (2) business days following the Termination Date. The Escrow Agent shall hold the portion of the Fund that has not previously been disbursed (in accordance with Sections 4.2 and 4.5) until the Escrow Agent receives, at least two (2) business days prior to the date on which such portion of the Fund is to be disbursed, instructions in writing signed by both the Issuer and the Best Efforts Underwriter as to the disbursement thereof. 4.7 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to Upon satisfaction of the Company and conditions set forth below, Escrow Agent shall disburse (the Securities delivered to the purchaser or other registered holder only at the same time as or after: "Closing Disbursement"): (a) the Escrow Agent has received a signed representation from Funds, without interest, by wire transfer to Seller; (b) the Company, together with an opinion Escrow Shares by delivery of counsel that the following events have already occurred and the following requirements have already been met: (1certificate(s) Upon execution of an agreement(s) registered in Purchaser's name for the acquisition(snumber of shares purchased by Purchaser under the Preferred Stock Purchase Agreement to Purchaser; (c) the Advisory Fee Funds, without interest, by wire transfer to Xxxxxxx Xxxxxxx; and (d) the Advisory Fee Shares by delivery of a business(escertificate(s) registered in Xxxxxxx Xxxxxxx'x name to Xxxxxxx Xxxxxxx. The conditions which must be satisfied for Escrow Agent to make the Closing Disbursement are as follows: (w) Escrow Agent shall be in receipt of Escrow Funds from Purchaser and from all purchasers under preferred stock purchase agreements of like tenor to Purchaser's in the aggregate amount of One Million Six Hundred Two Thousand Eight Hundred Sixty Dollars ($1,602,860.00) (representing $0.53 per share of Senior Preferred Stock) in immediately available funds; (x) Escrow Agent shall be in receipt of the Escrow Shares from Seller representing all of Seller's 3,024,264 shares of Senior Preferred Stock duly endorsed for transfer or assets that will constitute accompanied by stock powers for transfer; (y) Escrow Agent shall be in receipt of the business Advisory Fee Funds from Seller in the amount of One Hundred Two Thousand Eight Hundred Sixty Dollars (or a line $102,860.00) in immediately available funds; and (z) Escrow Agent shall be in receipt of business) the Advisory Fee Shares from Seller representing 17,304 shares of Common Stock of the Company and duly endorsed for which transfer or accompanied by stock powers for transfer. In the fair value event that all of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed above conditions to the Company, and amounts remaining in Closing Disbursement have not occurred within thirty (30) days from the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 date of this Escrow Agreement. , Escrow Agent return: (2A) The terms of the offering providedEscrow Funds, without interest, to Purchaser; (B) the Escrow Shares to Seller; (C) the Advisory Fee Funds, without interest, to Seller, and (D) the Company satisfied, Advisory Fee Shares to Seller (the following conditions: (i) Within five business days after "Return Disbursement"). Upon occurrence of either the effective date of Closing Disbursement or the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser 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 time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this Section 4Return Disbursement, the Escrow Agent shall be relieved of all further obligations and released from all further obligation or 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 Deposited Proceedshereunder.

Disbursement from the Escrow Account. Escrow Agreement - Continued 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than the minimum amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and mail them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow AgreementFund. (2) 4.2 The terms of the offering providedmust provide, and the Company satisfiedIssuer must satisfy, the following conditions: (i) Within : within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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, any held in the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) ; the acquisition meeting the criteria set forth in paragraph (a) (1) of this Section 4 above will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If and if a consummated acquisition(s) acquisition meeting the requirements of this section above has not occurred ccurred by a date 18 months after the Effective Dateeffective date of the Issuer's initial registration statement, the Deposited Funds funds held in escrow shall be returned by first class mail or equally prompt means to the purchaser within purchasers with five business days following that date. (b) . Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the Escrow Account escrow account may be released to the Company Issuer and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements set forth in Section 4.1(a)(1)(iiiof paragraphs (e)(1) and (e)(2) of this Escrow AgreementRule 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. 4.2 In 4.3 If the event that Escrow Agent has on hand at the close of regular banking hours business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefromCollection Period, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceeds. 4.3 In number of business days set forth in the event that at any time up Registration Statement, shall be utilized to allow such uncollected funds to clear the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placesystem. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited Proceeds.Fund. Escrow Agreement - Continued

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released 4.1. Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to Termination Date the. Escrow Agent determines that the purchaser or other registered holder only at amount in the same time as or after: (a) Fund is less than $500,000, then the Escrow Agent has shall promptly refund to each prospective purchaser the amount of payment received a signed representation from such purchaser which is then held in the CompanyFund or which thereafter clears the banking system, together with an opinion of counsel that without interest thereon or deduction therefrom, by drawing checks on the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) Escrow Account for the acquisition(s) amounts of a business(es) or assets that will constitute such payments and mail them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which Fund. If the fair value of the business(es) or net assets fund is equal to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any$500,000, the Company filed a post-effective amendment that:Escrow Account shall remain open beyond the Termination Date in accordance with Section 4.2 below. (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in 4.2. If the Escrow Account; and (B) The specific amount, use and application of funds disbursed to Account remains open beyond the Company to date, including, but not limited toTermination Date, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, Issuer must satisfy the following conditions: (ia) Within five (5) business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (iib) 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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 the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser purchasers within five (5) business days; (iii) The acquisition(s) meeting ; an acquisition described in the criteria set forth in paragraph (a) (1) of this Section 4 post-effective amendment will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If a consummated acquisition(s) meeting the requirements of this section and if an acquisition has not occurred been consummated by a date 18 the Issuer within eighteen (18) months after the Effective DateDate of the Registration Statement, the Deposited Funds funds and interest held in escrow shall be returned by first class mail or equally prompt means to the purchaser within purchasers with five (5) business days following that date.. It shall be the responsibility of the Issuer 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; (bc) Funds held in the Escrow Account may be released to the Company Issuer and securities Securities may be delivered to the purchaser or other registered holder identified on the deposited securities purchasers only at the same time as or after consummation of an acquisition(safter; (d) meeting The Escrow Agent has received a signed representation from the Issuer that the requirements set forth in Section 4.1(a)(1)(iiiof paragraphs (e) (1) and (e) (2) of Rule 419 have been met; and (e) The Escrow Agent has received a signed representation from the Issuer that the requirements of paragraph (e) (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 AgreementAgent 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. 4.2 In 4.3. If the event that Escrow Agent has on hand at the close of regular banking hours the business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceedsnumber of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter4.4. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than the minimum amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and mail them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow AgreementFund. (2) 4.2 The terms of the offering providedmust provide, and the Company satisfiedIssuer must satisfy, the following conditions: (i) Within : within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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, any held in the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) ; the acquisition meeting the criteria set forth in paragraph (a) (1) of this Section 4 above will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If and if a consummated acquisition(s) acquisition meeting the requirements of this section above has not occurred ccurred by a date 18 months after the Effective Dateeffective date of the Issuer's initial registration statement, the Deposited Funds funds held in escrow shall be returned by first class mail or equally prompt means to the purchaser within purchasers with five business days following that date. (b) . Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the Escrow Account escrow account may be released to the Company Issuer and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements set forth in Section 4.1(a)(1)(iiiof paragraphs (e)(1) and (e)(2) of this Escrow AgreementRule 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. 4.2 In 4.3 If the event that Escrow Agent has on hand at the close of regular banking hours business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefromCollection Period, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceeds. 4.3 In number of business days set forth in the event that at any time up Registration Statement, shall be utilized to allow such uncollected funds to clear the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereaftersystem. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place.EXHIBIT 10.1 - continued 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than the minimum amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and mail them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow AgreementFund. (2) 4.2 The terms of the offering providedmust provide, and the Company satisfiedIssuer must satisfy, the following conditions: (i) Within : within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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, any held in the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) ; the acquisition meeting the criteria set forth in paragraph (a) (1) of this Section 4 above will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If and if a consummated acquisition(s) acquisition meeting the requirements of this section above has not occurred by a date 18 6 months after the Effective Dateeffective date of the Issuer's initial registration statement, the Deposited Funds funds held in escrow shall be returned by first class mail or equally prompt means to the purchaser within purchasers with five business days following that date. (b) Funds held in the . Issuer shall promptly notify Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all Agent if any of the Shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution of the Deposited Proceedsabove conditions are not timely satisfied. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this 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 Deposited Proceeds.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may Fund shall be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time disbursed as or afterfollows: (a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) termination of the Company and for which the fair value offering within 90 days of the business(es) or net assets to Effective Date (which period may be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates extended for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified an additional 90 days as determined by the SB-2 registration statement form and Industry Guides, including financial statements mutual agreement of the Company and the company or business with which it plans Underwriter, upon the furnishing of written notice thereof to merge or acquire the Escrow Agent signed by the Company and the Underwriter (the "Target CompanyTermination Date"). However, and pro forma financial information required by the SB-2 and applicable rules and regulations; it is agreed that closing may take place not later than fourteen (ii14) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date Termination Date to permit collection of funds that ar deposited but not collected as of the post-effective amendment(s), Termination Date. This period shall be known hereafter as the "Collection Period". No deposits shall be received by the Escrow Agent after the Termination Date. Notwithstanding the foregoing the Company and the Underwriter shall send have the right to terminate the offering, prior to the Termination Date, upon the furnishing of written notice thereof to the Escrow Agent signed by first class mail or other equally prompt means, the Company and the Underwriter and no deposits shall be received by the Escrow Agent after receipt of such notice. The Escrow Agent shall hold such monies in escrow until such funds have cleared and until the Escrow Agent shall be given instructions in writing by the Company and the Underwriter as to each purchaser of securities held in escrow, a copy the disposition of the prospectus contained Fund and such other documents as may be necessary in the post-effective amendment and any amendment or supplement thereto; (ii) Each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date opinion of the post-effective amendment to notify the Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that dateAgent. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at any subscription is rejected, in whole or in part, by the close Company and/or the Underwriter, the Escrow Agent, upon the furnishing of regular banking hours on written notice thereof by the Termination Date less than all of Company and the Shares have been soldUnderwriter, the Escrow Agent shall promptly refund to each prospective such purchaser the amount of payment actually received from such purchaser held in Escrow representing the rejected subscription, without interest thereon or deduction therefrom, and . (c) Upon the Escrow Agent shall notify the Issuer of its distribution disbursement of the Deposited Proceeds. 4.3 In the event that at any time up Fund pursuant to the close of banking hours on the Termination Date all of the Shares have been soldthis paragraph 3, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant will be under no further responsibility with respect to the terms of this Section 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It In this regard 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 Deposited Proceeds.Fund. 128

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than the minimum amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and transmitting them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow AgreementFund. (2) 4.2 The terms of the offering providedmust provide, and the Company satisfiedIssuer must satisfy, the following conditions: (i) Within : . within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; . 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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, any held in the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) ; . the acquisition meeting the criteria set forth in paragraph (a) (1) of this Section 4 above will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If and . if a consummated acquisition(s) acquisition meeting the requirements of this section above has not occurred by a date 18 months after the Effective Dateeffective date of the Issuer's initial registration statement, the Deposited Funds funds held in escrow shall be returned by first class mail or equally prompt means to the purchaser purchasers within five business days following that date. (b) . Funds held in the Escrow Account escrow account may be released to the Company Issuer and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting after: . the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements set forth in Section 4.1(a)(1)(iiiof paragraphs (e)(1) and (e)(2) of this Escrow AgreementRule 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. 4.2 In 4.3 If the event that Escrow Agent has on hand at the close of regular banking hours business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefromCollection Period, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceeds. 4.3 In number of business days set forth in the event that at any time up Registration Statement, shall be utilized to allow such uncollected funds to clear the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placesystem. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released 4.1. Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to Termination Date the. Escrow Agent determines that the purchaser or other registered holder only at amount in the same time as or after: (a) Fund is less than $75,000, then the Escrow Agent has shall promptly refund to each prospective purchaser the amount of payment received a signed representation from such purchaser which is then held in the CompanyFund or which thereafter clears the banking system, together with an opinion of counsel that without interest thereon or deduction therefrom, by drawing checks on the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) Escrow Account for the acquisition(s) amounts of a business(es) or assets that will constitute such payments and mail them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which Fund. If the fair value of the business(es) or net assets fund is equal to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any$75,000, the Company filed a post-effective amendment that:Escrow Account shall remain open beyond the Termination Date in accordance with Section 4.2 below. (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in 4.2. If the Escrow Account; and (B) The specific amount, use and application of funds disbursed to Account remains open beyond the Company to date, including, but not limited toTermination Date, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, Issuer must satisfy the following conditions: (ia) Within five (5) business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (iib) 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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 the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser purchasers within five (5) business days; (iii) The acquisition(s) meeting ; an acquisition described in the criteria set forth in paragraph (a) (1) of this Section 4 post-effective amendment will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If a consummated acquisition(s) meeting the requirements of this section and if an acquisition has not occurred been consummated by a date 18 the Issuer within eighteen (18) months after the Effective DateDate of the Registration Statement, the Deposited Funds funds and interest held in escrow shall be returned by first class mail or equally prompt means to the purchaser within purchasers with five (5) business days following that date.. It shall be the responsibility of the Issuer 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; (bc) Funds held in the Escrow Account may be released to the Company Issuer and securities Securities may be delivered to the purchaser or other registered holder identified on the deposited securities purchasers only at the same time as or after consummation of an acquisition(safter; (d) meeting The Escrow Agent has received a signed representation from the Issuer that the requirements set forth in Section 4.1(a)(1)(iiiof paragraphs (e) (1) and (e) (2) of Rule 419 have been met; and (e) The Escrow Agent has received a signed representation from the Issuer that the requirements of paragraph (e) (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 AgreementAgent 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. 4.2 In 4.3. If the event that Escrow Agent has on hand at the close of regular banking hours the business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceedsnumber of business days set forth in the Registration Statement, shall be utilized to allow such uncollected funds to clear the banking system. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter4.4. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released with an Investor’s electronic delivery of Shares to the Escrow Agent by Deposit/Withdrawal at Custodian (DWAC) and the delivery of written instructions confirming the delivery of Shares to the Escrow Agent on the Put Date pursuant to Section 1(b) of the Purchase Agreement, the Escrow Agent shall (a) release to the Investor from the Escrowed Funds an amount equal to the Shares Purchase Price multiplied by the number of Shares delivered by such Investor to the Escrow Agent on the Put Date, (b) promptly disburse such amount without any fees or setoffs and (c) promptly deliver to the Company all such Shares delivered by the Investor to the Escrow Agent. If the Investor fails to deliver a Put Share Sales Notice (as defined in the Purchase Agreement) to the Company and the Securities delivered Escrow Agent three (3) Business Days prior to the purchaser or other registered holder only at the same time as or after: (a) the Escrow Agent has received a signed representation from the Company, together Put Date in accordance with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of businessSection 1(a) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Purchase Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been sold, the Escrow Agent shall promptly refund on the Put Date release to each prospective purchaser the Company from the Escrowed Funds an aggregate amount equal to the Shares Purchase Price multiplied by the number of payment received from Shares held by such purchaser Investor on the Put Date. In the event that the Investor notifies the Escrow Agent that an Investor does not intend to exercise such Investor’s right to sell any of its Shares to the Company pursuant to Section 1(b) of the Purchase Agreement, then, the Escrow Agent shall release to the Company for the Company’s use without restriction an amount equal to the number of Shares held in Escrow without interest thereon or deduction therefromby such non-selling Investor multiplied by the Shares Purchase Price, and the Escrow Agent shall notify promptly disburse such Escrowed Funds in accordance with the Issuer of its distribution of payment instructions provided by the Deposited Proceeds. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafterCompany. The Escrow Agent shall hold have no duty to look beyond the Deposited Proceeds until instructions provided by the events described Investor in Section 4.1 order to confirm the number of this Escrow Agreement take place. 4.4 Upon disbursement of Shares held or sold. At any time after the Deposited Proceeds pursuant date that is three (3) Business Days prior to the terms of this Section 4Put Date, the Company may deliver written instructions to the Escrow Agent shall be relieved to release to the Company all remaining Escrowed Funds in the Escrow Account after release to the Investor of the Investor Shares Purchase Price (as such term is defined in the Purchase Agreement) in respect of all further obligations Shares (x) identified in the Put Shares Sale Notice and released from all liability under this Agreement. It is expressly agreed and understood (y) that are timely delivered to the Company in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount accordance with Section 1(a) of the Deposited ProceedsPurchase Agreement and that are properly delivered to the Company on the Put Date in accordance with Section 1(b) of the Purchase Agreement.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than the total amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and mail them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow AgreementFund. (2) 4.2 The terms of the offering providedmust provide, and the Company satisfiedIssuer must satisfy, the following conditions: (i) Within : within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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, any held in the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) ; the acquisition meeting the criteria set forth in paragraph (a) (1) of this Section 4 above will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If and if a consummated acquisition(s) acquisition meeting the requirements of this section above has not occurred ccurred by a date 18 months after the Effective Dateeffective date of the Issuer's initial registration statement, the Deposited Funds funds held in escrow shall be returned by first class mail or equally prompt means to the purchaser within purchasers with five business days following that date. (b) . Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the Escrow Account escrow account may be released to the Company Issuer and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements set forth in Section 4.1(a)(1)(iiiof paragraphs (e)(1) and (e)(2) of this Escrow AgreementRule 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. 4.2 In 4.3 If the event that Escrow Agent has on hand at the close of regular banking hours business on the Termination Date less than all any uncollected amounts which when added to the Fund would raise the amount in the Fund to the total offering amount, and result in the Fund representing the sale of the Shares have been soldtotal offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefromCollection Period, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceeds. 4.3 In number of business days set forth in the event that at any time up Registration Statement, shall be utilized to allow such uncollected funds to clear the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placesystem. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowancesSection 4.3 below, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than all the minimum amount of the Shares have been soldoffering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in Escrow 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 transmitting them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Deposited ProceedsFund. 4.2 Subject to Section 4.3 In the event that below, if at any time up to the close of regular banking hours on the Termination Date all of the Shares have been soldDate, the Escrow Agent determines that the amount in the Fund is at least equal to the minimum offering, then the Escrow Agent shall promptly notify the Issuer of such fact in writing within a reasonable time thereafterIssuer. The Escrow Agent shall hold promptly disburse the Deposited Proceeds until Fund, by drawing checks on the events described Escrow Account, in Section 4.1 accordance with the terms and conditions of this the Registration Statement. 4.3 If the Escrow Agreement take placeAgent 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 Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than the minimum amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and mail them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow AgreementFund. (2) 4.2 The terms of the offering providedmust provide, and the Company satisfiedIssuer must satisfy, the following conditions: (i) Within : within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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, any held in the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) ; the acquisition meeting the criteria set forth in paragraph (a) (1) of this Section 4 above will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If and if a consummated acquisition(s) acquisition meeting the requirements of this section above has not occurred ccurred by a date 18 months after the Effective Dateeffective date of the Issuer's initial registration statement, the Deposited Funds funds held in escrow shall be returned by first class mail or equally prompt means to the purchaser within purchasers with five business days following that date. (b) . Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the Escrow Account escrow account may be released to the Company Issuer and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements set forth in Section 4.1(a)(1)(iiiof paragraphs (e)(1) and (e)(2) of this 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 Agreement. 4.2 In the event that Agent has on hand at the close of regular banking hours business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefromCollection Period, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceeds. 4.3 In number of business days set forth in the event that at any time up Registration Statement, shall be utilized to allow such uncollected funds to clear the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placesystem. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowancesSection 4.3 below, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than all the minimum amount of the Shares have been soldoffering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in Escrow 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 transmitting them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Deposited ProceedsFund. 4.2 Subject to Section 4.3 In the event that below, if at any time up to the close of regular banking hours on the Termination Date all of the Shares have been soldDate, the Escrow Agent determines that the amount in the Fund is at least equal to the minimum offering, then the Escrow Agent shall promptly notify the Issuer of such fact in writing within a reasonable time thereafterIssuer. The Escrow Agent shall hold promptly disburse the Deposited Proceeds until Fund, by drawing checks on the events described Escrow Account, provided that purchasers have received information in Section 4.1 the form of this a post-effective amendment to the Issuer's registration statement regarding a business combination, such as a merger or acquisition, including the requirement that purchasers confirm in writing their investment in the Issuer's securities, and, otherwise, in accordance with the terms and conditions of the Registration Statement. 4.3 If the Escrow Agreement take placeAgent 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 Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities Shares delivered to the purchaser or other registered holder Stockholders only at the same time as or after: (a) the Escrow Agent has received a signed representation from the CompanyIssuer, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution Execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds Deposited Proceeds received or to be received upon from the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, Subscription Rights; and (2) the Company Issuer shall have filed a post-effective amendment that: (ithat discloses information about the proposed acquisition and candidate(s) Discloses the information specified by the SB-2 registration statement form and Industry Guidesits business(es), including audited financial statements of the Company Issuer and the company or business with Target Business, the terms upon which it plans to merge or acquire (the "Target Company")Subscription Rights can be exercised, including the Subscription Price which cannot exceed $2.00 per Subscription Right, and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results use of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts Funds disbursed to the Company, and amounts remaining in from the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i3) Within five business days after the effective date of the post-effective amendment(s)amendment, the Company 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; (ii4) Each purchaser 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 Company in writing that the purchaser elects Stockholder elected to remain an investorexercise his or her Subscription Rights. If the 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 the Escrow Account 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 daysterminate; (iiib) The acquisition(s) meeting the criteria set forth in this paragraph (a) (1) of this Section 4 will be consummated only if a sufficient minimum number of purchasers confirm their investments; and (iv) Stockholders representing 80% of the maximum proceeds to be received from the exercise of Subscription Rights elects to subscribe. If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 6 months after the Effective Expiration Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser subscribing Stockholders within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination 5th day following the Expiration Date less than all 80% of the Shares maximum Subscription Proceeds shall have been soldreceived by the Escrow Agent, the Escrow Agent shall promptly refund to each prospective purchaser subscribing Stockholder the amount of payment received from such purchaser Stockholder held in Escrow 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 time up to the close of banking hours on the Termination Date all 5th business day following the Expiration Date, 80% or more of the Shares maximum Subscription Proceeds shall have been soldreceived by the Escrow Agent, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds and the Shares held in escrow pursuant to the terms of this 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 Deposited Proceeds.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than the minimum amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and transmitting them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow AgreementFund. (2) 4.2 The terms of the offering providedmust provide, and the Company satisfiedIssuer must satisfy, the following conditions: (i) Within : . within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; . 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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, any held in the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) ; . the acquisition meeting the criteria set forth in paragraph (a) (1) of this Section 4 above will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If and . if a consummated acquisition(s) acquisition meeting the requirements of this section above has not occurred by a date 18 months after the Effective Dateeffective date of the Issuer's initial registration statement, the Deposited Funds funds held in escrow shall be returned by first class mail or equally prompt means to the purchaser purchasers within five business days following that date. (b) Funds held in 4.3 If the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified Agent has on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that hand at the close of regular banking hours business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefromCollection Period, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceeds. 4.3 In number of business days set forth in the event that at any time up Registration Statement, shall be utilized to allow such uncollected funds to clear the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placesystem. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than the minimum amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and mail them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company Fund and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the return all Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified held by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed Escrow Agent to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow AgreementIssuer. (2) 4.2 The terms of the offering providedmust provide, and the Company satisfiedIssuer must satisfy, the following conditions: (i) Within : within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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, any held in the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) ; the acquisition meeting the criteria set forth in paragraph (a) (1) of this Section 4 above will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If and if a consummated acquisition(s) acquisition meeting the requirements of this section above has not occurred by a date 18 6 months after the Effective Dateeffective date of the Issuer's initial registration statement, the Deposited Funds funds held in escrow shall be returned by first class mail or equally prompt means to the purchaser within purchasers with five business days following that date. (b) . Issuer shall promptly notify Escrow Agent if any of the above conditions are not timely satisfied. Funds held in the Escrow Account escrow account may be released to the Company Issuer and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting 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 set forth in Section 4.1(a)(1)(iiiof paragraphs (e)(1) and (e)(2) of this Escrow AgreementRule 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. 4.2 In 4.3 If the event that Escrow Agent has on hand at the close of regular banking hours business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefromCollection Period, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceeds. 4.3 In number of five (5) business days shall be utilized to allow such uncollected funds to clear the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placesystem. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than $75,000, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and mail them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which Fund. If the fair value of the business(es) or net assets Fund is equal to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any$75,000, the Company filed a post-effective amendment that:Escrow Account shall remain open beyond the Termination Date in accordance with Section 4.2 below. (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in 4.2 If the Escrow Account; and (B) The specific amount, use and application of funds disbursed to Account remains open beyond the Company to date, including, but not limited toTermination Date, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, Issuer must satisfy the following conditions: : within five (i5) Within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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 the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser purchasers within five (5) business days; (iii) The acquisition(s) meeting ; an acquisition described in the criteria set forth in paragraph (a) (1) of this Section 4 post-effective amendment will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If a consummated acquisition(s) meeting the requirements of this section and if an acquisition has not occurred been consummated by a date 18 the Issuer within eighteen (18) months after the Effective DateDate of the Registration Statement, the Deposited Funds funds and interest held in escrow shall be returned by first class mail or equally prompt means to the purchaser within purchasers with five (5) business days following that date. (b) . It shall be the responsibility of the Issuer 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 may be released to the Company Issuer and securities Securities may be delivered to the purchaser or other registered holder identified on the deposited securities purchasers only at the same time as or after consummation of an acquisition(s) meeting after: the Escrow Agent has received a signed representation from the Issuer that the requirements set forth in Section 4.1(a)(1)(iiiof paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the Escrow Agent has received a signed representation from the 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 AgreementAgent 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. 4.2 In 4.3 If the event that Escrow Agent has on hand at the close of regular banking hours business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceeds. 4.3 In number of business days set forth in the event that at any time up Registration Statement, shall be utilized to allow such uncollected funds to clear the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placesystem. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 (a) At any time, and from time to time prior to the Termination Date, a Purchaser may deliver to the Escrow Agent written notice (a "Notice of Redemption," to be in the form annexed as EXHIBIT C) that it has elected to have, all or any portion of, its Preferred Stock (including any accrued and unpaid dividends) redeemed from the Cash Collateral in lieu of converting the Preferred Stock into shares of the Company's Common Stock (such Purchaser, a "Notifying Purchaser"). If the Purchaser shall elect to have the entire Redemption Price paid, the original certificate for such Purchaser's Preferred Stock shall accompany such Notice of Payment. The Deposited Proceeds may Notice of Payment shall be delivered by the Notifying Purchaser to the Escrow Agent by 5:00 p.m. New York time. The Escrow Agent shall send the Notice of Payment to the Company by the end of the next business day accompanied by the original Preferred Stock Certificate, if applicable. The Notice of Payment shall specify the dollar amount to be released by the Escrow Agent. The Company shall have two (2) business days from the transmission of the Notice of Payment by the Escrow Agent to object in writing to the dollar amount to be released (a "Notice of Objection"). A Notice of Objection shall be delivered to the Escrow Agent and the Notifying Purchaser. If the Company fails to provide the Escrow Agent and Notifying Purchaser with a Notice of Objection within such time, then the Company shall be deemed to have waived any objections and directed Escrow Agent to release the amount requested in the Notice of Payment to the Notifying Purchaser. The Company's sole basis for any objection hereunder shall be prior payment to the Notifying Purchaser by the Company of the full Redemption Price or prior conversion in full by the Notifying Purchaser of its Preferred Stock. In the event of a Notice of Objection, the Company and the Notifying Purchaser shall have two (2) business days to agree on a dollar amount to be released to the Company Notifying Purchaser and the Securities delivered provide written notice of such agreement to the purchaser or other registered holder only at Escrow Agent. In the same time as or after: (a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel event that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company Notifying Purchaser cannot agree on a dollar amount to be released within such time, then the Company shall commence a legal action in the appropriate state or federal court in the State and County of New York, within five (5) business with which it plans to merge or acquire (days of the "Target Company"), and pro forma financial information required transmittal of the Notice of Payment by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed Escrow Agent to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the Company has does not received commence such written notification by legal action within five (5) business days (a "Company Action"), the 45th business day Escrow Agent shall release the dollar amount stated in the Notice of Payment to the Notifying Purchaser and the Company's objection shall be deemed withdrawn and waived with prejudice. If the Escrow Agent does not receive a Notice of Objection within the time period set forth above, the Escrow Agent shall deliver payment of the amount requested in the Notice of Payment to the Notifying Purchaser no later than the third Business Day following the effective date transmittal to the Company of the post-effective amendment, funds and interest or dividends, if any, held in the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) Notice of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that datePayment. (b) Funds held in the Escrow Account may be released If a timely Company Action is commenced pursuant to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iiiparagraph 5(a) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been soldSection, then and only then, the Escrow Agent shall promptly refund continue to each prospective purchaser hold the amount requested in a Notice of payment received from Payment to which the Company Action relates (the "Disputed Amount") until such purchaser held in Escrow without interest thereon or deduction therefrom, and time as the Escrow Agent shall notify receive (i) written instructions jointly executed by the Issuer Notifying Purchaser and the Company directing the release of its distribution all or any portion of the Deposited Proceeds. 4.3 In Disputed Amount, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction directing the event that at Escrow Agent to release all or any time up to the close of banking hours on the Termination Date all portion of the Shares have been soldDisputed Amount requested in the Notice of Payment to any party hereto or as such judgment, order or decree shall otherwise specify (including any such order directing the Escrow Agent to deposit all or any portion of the Disputed Amount into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall notify have the Issuer right to deposit the Disputed Amount with a court of competent jurisdiction without liability to any party if said dispute is not resolved within thirty (30) days of receipt of any such fact in writing within notice of a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placeCompany Action. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this 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 Deposited Proceeds.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowancesSection 4.3 below, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than all the minimum amount of the Shares have been soldoffering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in Escrow 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 transmitting them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Deposited ProceedsFund. 4.2 Subject to Section 4.3 In the event that below, if at any time up to the close of regular banking hours on the Termination Date all of the Shares have been soldDate, the Escrow Agent determines that the cash amount in the Fund is at least equal to the minimum offering, then the Escrow Agent shall promptly notify the Issuer of such fact in writing within a reasonable time thereafterIssuer. The Escrow Agent shall hold promptly disburse the Deposited Proceeds until Fund's cash and securities, provided that purchasers have received information in the events described form of a post-effective amendment to the Issuer's registration statement regarding a business combination, such as a merger or acquisition, including the requirement that purchasers confirm in Section 4.1 writing their investment in the Issuer's securities, and, otherwise, in accordance with the terms and conditions of this the Registration Statement. 4.3 If the Escrow Agreement take placeAgent 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 Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant Subject to Section 4 of this Escrow Agreement. (2) The terms of the offering provided4.3 below, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date the amount in the Fund (a) shall be less than all the Minimum Dollar Amount, or (b) shall represent the sale of less than the Shares have been soldMinimum Unit Amount, as indicated by the Subscription Information submitted by the Underwriter, then in either such case, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in Escrow without the Fund or which thereafter clears the banking systems, with interest thereon or deduction therefromthereon, and the Escrow Agent shall notify the Issuer and the Underwriter of its distribution of the Deposited ProceedsFund. 4.2 Subject to section 4.3 In below, in the event that at any time up to the close of banking hours on the Termination Date all Date, the amount in the Fund shall be at least equal to the Minimum Dollar Amount and shall represent the sale of not less than the Shares have been soldMinimum Unit Amount, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds Fund until the events described Escrow Agent receives, at least two (2) business days prior to the date on which the Fund is to be disbursed, instructions in Section writing signed by both the Issuer and the Underwriter as to the disbursement of the Fund. 4.3 In the event that the Escrow Agent or the Underwriter 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 Dollar Amount and result in the Fund representing the sale of the Minimum Unit Amount, a Collection Period (consisting of the number of business days set forth on the Information Sheet) shall be utilized to allow such uncollected amounts to clear the banking system. During the Collection Period, the Underwriter and the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts. If at the close of business on the last day of the Collection Period an amount sufficient to raise the amount in the Fund to the Minimum Dollar Amount and which would result in the Fund representing the sale of the Minimum Unit Amount shall not have cleared the banking system, the Escrow Agent shall notify the Issuer and the Underwriter in writing of such fact and shall return all amounts then in the Fund, and any amounts which thereafter clear the banking system, to the prospective purchasers as provided in subsection 4.1 of this Escrow Agreement take placehereof. If a sufficient amount has cleared by such time, the parties shall proceed as provided in subsection 4.2 hereof. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this 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 aggregated amount of payments made by the Escrow Agent exceed the amount of the Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than the minimum amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and transmitting them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow AgreementFund. (2) 4.2 The terms of the offering providedmust provide, and the Company satisfiedIssuer must satisfy, the following conditions: (i) Within : . within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; . 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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, any held in the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) ; . the acquisition meeting the criteria set forth in paragraph (a) (1) of this Section 4 above will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If and . if a consummated acquisition(s) acquisition meeting the requirements of this section above has not occurred by a date 18 months after the Effective Dateeffective date of the Issuer's initial registration statement, the Deposited Funds funds held in escrow shall be returned by first class mail or equally prompt means to the purchaser purchasers within five business days following that date. (b) . Funds held in the Escrow Account escrow account may be released to the Company Issuer and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after 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 Rule 419 have been met; and . the consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreementa business opportunity, such as a merger or acquisition. 4.2 In 4.3 If the event that Escrow Agent has on hand at the close of regular banking hours business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefromCollection Period, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceeds. 4.3 In number of business days set forth in the event that at any time up Registration Statement, shall be utilized to allow such uncollected funds to clear the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placesystem. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may Fund shall be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time disbursed as or afterfollows: (a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) termination of the Company and for which the fair value offering within 90 days of the business(es) or net assets to Effective Date (which period may be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates extended for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified an additional 90 days as determined by the SB-2 registration statement form and Industry Guides, including financial statements mutual agreement of the Company and the company or business with which it plans Underwriter, upon the furnishing of written notice thereof to merge or acquire the Escrow Agent signed by the Company and the Underwriter (the "Target CompanyTermination Date"). However, and pro forma financial information required by the SB-2 and applicable rules and regulations; it is agreed that closing may take place not later than fourteen (ii14) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date Termination Date to permit collection of funds that ar deposited but not collected as of the post-effective amendment(s), Termination Date. This period shall be known hereafter as the "Collection Period". No deposits shall be received by the Escrow Agent after the Termination Date. Notwithstanding the foregoing the Company and the Underwriter shall send have the right to terminate the offering, prior to the Termination Date, upon the furnishing of written notice thereof to the Escrow Agent signed by first class mail or other equally prompt means, the Company and the Underwriter and no deposits shall be received by the Escrow Agent after receipt of such notice. The Escrow Agent shall hold such monies in escrow until such funds have cleared and until the Escrow Agent shall be given instructions in writing by the Company and the Underwriter as to each purchaser of securities held in escrow, a copy the disposition of the prospectus contained Fund and such other documents as may be necessary in the post-effective amendment and any amendment or supplement thereto; (ii) Each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date opinion of the post-effective amendment to notify the Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that dateAgent. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at any subscription is rejected, in whole or in part, by the close Company and/or the Underwriter, the Escrow Agent, upon the furnishing of regular banking hours on written notice thereof by the Termination Date less than all of Company and the Shares have been soldUnderwriter, the Escrow Agent shall promptly refund to each prospective such purchaser the amount of payment actually received from such purchaser held in Escrow representing the rejected subscription, without interest thereon or deduction therefrom, and . (c) Upon the Escrow Agent shall notify the Issuer of its distribution disbursement of the Deposited Proceeds. 4.3 In the event that at any time up Fund pursuant to the close of banking hours on the Termination Date all of the Shares have been soldthis paragraph 3, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds pursuant will be under no further responsibility with respect to the terms of this Section 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It In this regard 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) after the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel Company that the following events have already occurred and Minimum Offering has been sold. Thereafter, the following requirements have already been met: (1) Upon execution of an agreement(s) for Escrow Agent shall release the acquisition(s) of a business(es) or assets that will constitute Deposited Proceeds at the business (or a line of business) instruction of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow AgreementIssuer. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have Minimum Offering has been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefromwith pro-rata interest, and the Escrow Agent shall notify the Issuer of its distribution of the Deposited Proceeds. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of at lease the Shares have Minimum Offering has been sold, the Escrow Agent shall notify release all Deposited Proceeds to the Issuer Issuer, and all Deposited Securities to the purchasers. Proceeds of such fact in writing within a reasonable time thereafter. The the Offering received thereafter shall be deposited with the Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placeand released upon instructions received from Issuer. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this 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 Deposited Proceeds.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) close of regular banking hours on April 23, 2008, the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than the minimum amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and mail them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company Fund and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the return all Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified held by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed Escrow Agent to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow AgreementIssuer. (2) 4.2 The terms of the offering providedOffering must provide, and the Company satisfiedIssuer must satisfy, the following conditions: (i) Within : within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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, any held in the Escrow Account escrow shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) ; the acquisition meeting the criteria set forth in paragraph (a) (1) of this Section 4 above will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If and if a consummated acquisition(s) acquisition meeting the requirements of this section above has not occurred by a date 18 months after the Effective Dateeffective date of the Issuer’s initial registration statement, the Deposited Funds funds held in escrow shall be returned by first class mail or equally prompt means to the purchaser within 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. (b) 4.3 Funds held in the Escrow Account escrow account may be released to the Company Issuer and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting after: the escrow agent has received a signed representation from the Issuer, together with other evidence acceptable to the escrow agent, that the requirements set forth in Section 4.1(a)(1)(iiiof paragraphs (e)(1) and (e)(2) of this Escrow AgreementRule 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. 4.2 In 4.4 If the event that Escrow Agent has on hand at the close of regular banking hours business on the Termination Date less than all 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, the Collection Period, consisting of the Shares have been sold, number of five (5) business days shall be utilized to allow such uncollected funds to clear the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution of the Deposited Proceedsbanking system. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 4.5 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) after the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel Company that the following events have already occurred Minimum Offering has been sold. Thereafter, the Escrow Agent shall release the Deposited Proceeds and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Deposited Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreementevery additional $5,000 received. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have Minimum Offering has been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser 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 time up to the close of banking hours on the Termination Date all of at lease the Shares have Minimum Offering has been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Once the Minimum Offering is sold, the Escrow Agent shall hold the release all Deposited Proceeds until to the events described in Section 4.1 Company, and all Deposited Securities to the purchasers. Proceeds of this the Offering received thereafter shall be deposited with the Escrow Agreement take placeAgent and released with every $5,000 received. 4.4 Upon disbursement of the Deposited Proceeds pursuant to the terms of this 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 Deposited Proceeds.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant 4.1. Subject to Section 4 of this Escrow Agreement. (2) The terms of the offering provided4.3 below, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours 5:00 p.m. Eastern Time on the Termination Date the amount constituting the Fund shall be less than all of the Shares have been soldMinimum Dollar Amount, as indicated by the Subscription Information submitted to the Escrow Agent, then the Escrow Agent shall promptly but in no event later than five (5) business days after the Termination Date refund to each prospective purchaser the amount of payment received from such purchaser which is then held in Escrow without interest thereon the Fund or deduction therefromwhich thereafter clears the banking system, together with any investment income received thereon, and the Escrow Agent shall notify the Issuer and each Offering Agent of its distribution of the Deposited ProceedsFund. The Offering Agent and Issuer shall provide wire instructions via facsimile for each prospective purchaser. 4.2. Subject to Section 4.3 below, in the event that at any time up to 5:00 p.m. Eastern Time on the Termination Date, the amount constituting the Fund shall be at least equal to the Minimum Dollar Amount, as indicated by the Subscription Information submitted to the Escrow Agent, the Escrow Agent shall forthwith notify the Issuer and each Offering Agent of such fact in writing. The Escrow Agent shall hold the Fund until the Escrow Agent receives, at least one business day prior to the date on which the Fund is to be disbursed, instructions in writing signed by both the Issuer and Canaccord as to the disbursement of the Fund. 4.3. Subject to Section 4.4 below, in the event that at 5:00 p.m. Eastern Time on the Termination Date, the amount constituting the Fund (counting all amounts deposited in the Escrow Account from the Commencement Date) shall be greater than the Minimum Dollar Amount, as indicated by the Subscription Information submitted to the Escrow Agent, the Escrow Agent shall, on the Termination Date, notify the Issuer and the Offering Agents of such fact in writing. The Escrow Agent shall hold any portion of the Fund that has not previously been disbursed (in accordance with Section 4.2) until the Escrow Agent receives, at least one business day prior to the date on which such portion of the Fund is to be disbursed, instructions in writing signed by both the Issuer and Canaccord as to the disbursement thereof. 4.4. In the event that at any time up to the close of banking hours 5:00 p.m. Eastern Time on the Termination Date Date, the amount constituting the Fund (counting all amounts deposited in the Escrow Account from the commencement date of the Shares have been soldOffering Period) shall be at least equal to the Maximum Dollar Amount, as indicated by the Subscription Information submitted to the Escrow Agent, the Escrow Agent shall forthwith notify the Issuer and the Offering Agents of such fact in writing within a reasonable time thereafterwriting. The Escrow Agent shall hold the Deposited Proceeds portion of the Fund that has not yet been disbursed (in accordance with Section 4.2) until the events described Escrow Agent receives, at least one business day prior to the date on which such portion of the Fund is to be disbursed, instructions in Section 4.1 of this Escrow Agreement take placewriting signed by both the Issuer and Canaccord as to the disbursement thereof. 4.4 4.5. In the event that at 5:00 p.m. Eastern Time on the Termination Date, the amount constituting the Fund (counting all amounts deposited in the Escrow Account from the commencement date of the Offering Period) shall be greater than the Maximum Dollar Amount, as indicated by the Subscription Information submitted to the Escrow Agent, the Escrow Agent shall notify in writing the Issuer and the Offering Agents of such fact forthwith following the Termination Date. The Escrow Agent shall hold the portion of the Fund that has not previously been disbursed (in accordance with Sections 4.2 and 4.5) until the Escrow Agent receives, at least one business day prior to the date on which such portion of the Fund is to be disbursed, instructions in writing signed by both the Issuer and Canaccord as to the disbursement thereof. 4.6. Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released Subject to Section 4.3 below, if by the Company and close of regular banking hours on the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) Termination Date the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel determines that the following events have already occurred and amount in the following requirements have already been met: (1) Upon execution Fund is less than $119,000, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of an agreement(s) 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 acquisition(s) amounts of a business(es) or assets that will constitute such payments and mail them to the business (or a line purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of business) its distribution of the Company and for which Fund. If the fair value of the business(es) or net assets Fund is equal to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any$119,000, the Company filed a post-effective amendment that:Escrow Account shall remain open beyond the Termination Date in accordance with Section 4.2 below. (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in 4.2 If the Escrow Account; and (B) The specific amount, use and application of funds disbursed to Account remains open beyond the Company to date, including, but not limited toTermination Date, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, Issuer must satisfy the following conditions: : within five (i5) Within five business days after the effective date of the post-effective amendment(s)amendment, the Company Issuer shall send by first class mail or other equally prompt means, 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; (ii) Each ; 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 Company Issuer in writing that the purchaser elects to remain an investor. If the Company 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 the Escrow Account 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 (iii2) The acquisition(s) meeting business days; an acquisition described in the criteria set forth in paragraph (a) (1) of this Section 4 post-effective amendment will be consummated if a sufficient number of purchasers confirm their investmentsinvestment with the Issuer; and (iv) If a consummated acquisition(s) meeting the requirements of this section and if an acquisition has not occurred been consummated by a date 18 the Issuer within eighteen (18) months after the Effective DateDate of the Registration Statement, the Deposited Funds funds held in escrow shall be returned by first class mail or equally prompt means to the purchaser purchasers 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. (b) . It shall be the responsibility of the Issuer 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 may be released to the Company Issuer and securities Securities may be delivered to the purchaser or other registered holder identified on the deposited securities purchasers only at the same time as or after consummation of an acquisition(s) meeting after: the Escrow Agent has received a signed representation from the Issuer that the requirements set forth in Section 4.1(a)(1)(iiiof paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the Escrow Agent has received a signed representation from the 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 AgreementAgent 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. 4.2 In 4.3 If the event that Escrow Agent has on hand at the close of regular banking hours business on the Termination Date less than all 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 Shares have been soldminimum offering amount, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its distribution consisting of the Deposited Proceeds. 4.3 In number of business days set forth in the event that at any time up Registration Statement, shall be utilized to allow such uncollected funds to clear the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take placesystem. 4.4 Upon disbursement of the Deposited Proceeds Fund pursuant to the terms of this Section 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 Deposited ProceedsFund.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant Subject to Section 4 of this Escrow Agreement. (2) The terms of the offering provided4.3 below, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been soldthe 4.2 Subject to Section 4.3 below, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser 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 time up to the close of banking hours on the Termination Date all Date, the amount in the Fund shall be at least equal to the Minimum Dollar Amount and shall represent the sale of not less than the Shares have been soldMinimum Share Amount, the Escrow Agent shall notify the Issuer Parties of such fact fact, in writing writing, within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds Fund until the events described Escrow Agent receives instructions, in Section 4.1 of this Escrow Agreement take place. 4.4 Upon writing, signed by the Parties with regard to the disbursement of the Deposited Proceeds pursuant to the terms of this Section 4Fund. In addition, the Escrow Agent shall be relieved authorized to return funds to a subscriber upon receipt of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood instructions signed by either of the Parties. 4.3 In the event that in no event shall the aggregate amount Escrow Agent has on hand at the close of payments made business on the Termination Date any amounts which have not become available for withdrawal by the Escrow Agent exceed in accordance with applicable law which when added to the Fund would raise the amount in the Fund to the Minimum Dollar Amount and result in the Fund representing the sale of the Deposited Proceeds.Minimum Share Amount, then, in such event, a period of ten days may be utilized to allow such amounts to become available for withdrawal by the Escrow Agent in accordance with such applicable law (the "Collection Period"). During the Collection Period, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts; provided, however, that such amounts which were received by either of the Parties by the close of business on the Termination Date may be deposited with the Escrow Agent's bank by noon of the next business day following the Termination Date. If at the close of business on the last day of the Collection Period an amount sufficient to raise the amount in the Fund to the Minimum Dollar Amount and which would result in the Fund representing the sale of the Minimum Share Amount shall not have become available for withdrawal by the Escrow Agent in accordance with applicable law, then the Escrow Agent shall notify the Parties, in writing, of such fact and shall return all amounts then in the Fund, and any amounts which thereafter become available for withdrawal by the Escrow Agent in accordance with applicable law, to the prospective purchasers as provided in Subsection 4.1 hereof. If a sufficient amount has become available for withdrawal by the Escrow Agent by such time as hereinafter provided in this

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after: (a) the Promptly upon deposit of Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in Amounts into the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, the Deposited Funds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser 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 time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact deposit activity in writing within a reasonable time thereafterwriting, by email or facsimile transmission. The Escrow Agent shall invest and hold the Deposited Proceeds proceeds as provided in this Agreement until it receives written notification from the events described in Section 4.1 of this Escrow Agreement take placeIssuer that the offering for the Securities has closed. The offering shall close no later than the Termination Date. 4.4 Upon disbursement 4.2 In the event that purchasers subscribe to a minimum of 5,000 Securities and the Minimum Amount is deposited with the Escrow Agent, the Issuer shall notify the Escrow Agent of the Deposited Proceeds pursuant to Closing Date, and on such date, upon the terms written authorization of this Section 4the Issuer, the Escrow Agent shall promptly pay to the Issuer the full balance, including principal and interest, credited to the Escrow Account as of such date. 4.3 In the event that subscriptions are not accepted for a minimum of 5,000 Securities or the Minimum Amount is not on deposit with the Escrow Agent by the Termination Date, the offering will be relieved terminated. The Issuer shall immediately notify the Escrow Agent in writing of such termination and the Escrow Agent shall promptly thereafter return to each subscriber, as a complete distribution, such subscriber’s subscription amount, together with his pro-rata share of all further obligations and released interest earned on the Fund. Such subscriber’s pro-rata share of interest earned on the Fund shall be calculated from the date of receipt of cleared funds to the Termination Date or such earlier date of closing as the case may be (based upon an average daily rate of return computed from all liability under interest earned on all proceeds held in escrow for the entire period). 4.4 In the event that a subscriber’s subscription is not accepted, or if after a subscription is accepted, it is later determined that it must be returned, the Issuer shall immediately notify the Escrow Agent of this Agreement. It is expressly agreed fact and understood that in the Escrow Agent shall promptly thereafter return to the subscriber, as a complete distribution, his subscription amount plus his pro-rata share of all interest earned on such amount. 4.5 In no event shall the aggregate amount of payments made by the Escrow Agent exceed be required to take any action under this paragraph until it shall have received proper written notification from the amount of the Deposited ProceedsIssuer.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Deposited Securities delivered to the purchaser or other registered holder owner only at the same time as or after: (a) after the Escrow Agent has received a signed representation letter from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets Rule 419 as promulgated pursuant to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements Act of the Company and the company or business with which it plans to merge or acquire 1933 as amended (the "Target CompanyAct"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed as to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application consummation of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreementa business acquisition have been satisfied. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) 4.2 If a consummated acquisition(s) meeting the requirements of this section Rule 419 has not occurred by a date 18 months after the Effective Date, the Deposited Funds Proceeds, less amounts, delivered to the Company pursuant to Section 4.5 hereof, shall be returned by first class mail or equally prompt means to the purchaser and the Deposited Securities shall be delivered to the Subscription Agent within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow Agreement. 4.2 In the event that at the close of regular banking hours on the Termination Date less than all of the Shares have been sold, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and the Escrow Agent shall notify the Issuer of its 4.3 Upon distribution of the Deposited Proceeds. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Proceeds and Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement of the Deposited Proceeds Securities pursuant to the terms of this Section 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It . 4.4 Anything in this Escrow Agreement to the contrary notwithstanding, after written notice is expressly agreed and understood given by the Issuer to the Escrow Agent that in no event the Offering has been terminated, the Escrow Agent shall distribute to the Issuer an amount equal to 10% of the aggregate amount of payments made Deposited Proceeds deposited by the Escrow Agent exceed (plus interest thereon). Upon receipt of the amount representation letter and opinion referred to in Section 4.1 above, the balance of the Deposited ProceedsProceeds (plus interest thereon) shall be delivered to the Company.

Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder Issuer only at the same time as or after: (a) after the Escrow Agent has received a signed representation letter from the CompanyIssuer, together with an opinion of counsel on or prior to the Termination Date that the following events have already occurred and the following requirements have already been met: (1) Upon execution of an agreement(s) subscriptions for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) at least 2,000,000 of the Company shares offered were received and for accepted, and that payment therefor made. 4.2 Within ten days following such date on which the fair value Issuer has sold 2,000,000 shares and has notified the Escrow Agent in writing that subscriptions for at least 2,000,000 of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceedsshares offered were received and accepted, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire an initial closing (the "Target CompanyInitial Closing"), and pro forma financial information required by the SB-2 and applicable rules and regulations; (ii) Discloses the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and (B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and (iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement. (2) The terms of the offering provided, and the Company satisfied, the following conditions: (i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, 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; (ii) 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 Company in writing that the purchaser elects to remain an investor. If the 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 the Escrow Account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) The acquisition(s) meeting the criteria set forth in paragraph (a) (1) of this Section 4 will be consummated if a sufficient number of purchasers confirm their investments; and (iv) If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the Effective Date, conducted at which time the Deposited Funds Proceeds shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. (b) Funds held in the Escrow Account may be released to the Company and securities may Issuer. Following the Initial Closing, a closing will take place every two weeks through the earlier to occur of (i) the sale of all the shares offered or (ii) the Termination Date at which any Deposited Proceeds received by the Escrow Account since the previous closing shall be delivered released to the purchaser or other registered holder identified on the deposited securities only at the same time as or after consummation of an acquisition(s) meeting the requirements set forth in Section 4.1(a)(1)(iii) of this Escrow AgreementIssuer. 4.2 In 4.3 Unless the event that at Escrow Agent has received a signed representation letter from the Issuer by the close of regular banking hours on the Termination Date less than setting forth that all of the Shares shares offered by it have been sold, the Escrow Agent shall promptly refund return by first class mail or equally prompt means to each prospective purchaser the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, escrow within five business days following the Termination Date and the Escrow Agent shall notify the Issuer of its distribution of the Deposited Proceeds. 4.3 In the event that at any time up to the close of banking hours on the Termination Date all of the Shares have been sold, the Escrow Agent shall notify the Issuer of such fact in writing within a reasonable time thereafter. The Escrow Agent shall hold the Deposited Proceeds until the events described in Section 4.1 of this Escrow Agreement take place. 4.4 Upon disbursement distribution of the Deposited Proceeds pursuant to the terms of this 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 Deposited Proceeds."