Common use of Disbursements from the Escrow Account Clause in Contracts

Disbursements from the Escrow Account. Upon obtaining the occurrence of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In no event shall the Escrow Agent release to the Company funds held in escrow until $25,000.00 (less 10% distribution to the company) in collected funds are in escrow. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels and are in the form of cash. In the event the Escrow Period terminates because 500,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account, such securities shall be released and delivered to the share purchaser or other registered holder identified on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered to the Company.

Disbursements from the Escrow Account. Upon obtaining the occurrence of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In no event shall the Escrow Agent release to the Company funds held in escrow until $25,000.00 40,000.00 (less 10% distribution to the company) in collected funds are in escrow. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels and are in the form of cash. In the event the Escrow Period terminates because 500,000 1,600,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account, such securities shall be released and delivered to the share purchaser or other registered holder identified on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered to the Company.

Disbursements from the Escrow Account. Upon obtaining In the occurrence event that the Escrow Period terminates without satisfaction of the events Minimum Conditions, the Escrow Agent shall promptly refund directly to each subscriber, at the address indicated on the Written Account or such other address that Escrow Agent can determine, the amount received from the subscriber with interest actually earned thereon, without deduction, penalty or expense to the subscriber, and the Escrow Agent shall notify the Company and the Selected Dealer of its distribution of the funds. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors. Before the Escrow Agent shall be properly authorized and empowered pursuant to this Agreement to release the Escrow Amount the following conditions (the "Minimum Conditions") must be satisfied as determined by the Escrow Agent: a. The Escrow Amount contains a minimum of $3,000,000 (the "Minimum Escrow Amount"); b. The aforementioned minimum Escrow Amount was achieved prior to the earlier of the dates set forth in paragraphs 5(a) and 5(b) Section 2B above, this escrow will terminate and ; c. The Company has certified in a written notification to the Escrow Agent that the Escrow Amount constitutes the proceeds on deposit shall be delivered from valid subscriptions of the Shares pursuant to or on behalf the terms of the Prospectus; and d. Counsel for the Company as directed by named in the company's counsel or designated principal officer. In no event shall Prospectus issues to the Escrow Agent a confirmation letter stating that, to its knowledge, neither the Company nor the Company's offering of Shares is subject to any outstanding cease and desist order or stop order issued by the Securities and Exchange Commission or any state securities regulatory agency. Subscriptions received after satisfaction of the Minimum Conditions shall be held by the Escrow Agent until such time, and from time to time, as the Company requests the release thereof. At such time as the Company requests the release of the escrowed funds, the Company shall designate to the Company funds held Escrow Agent, in escrow until $25,000.00 (less 10% distribution to writing, the company) in collected names of the subscribers whose funds are in escrowbeing withdrawn and the entity or account to which such funds are to be paid. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, Agent which have cleared normal banking channels and are in the form of cash. In the event If the Escrow Period terminates because 500,000 - shares are not sold Amount is released to the Company, each subscriber will receive his pro rata share of any interest actually earned on or before the Escrow Amount based on the date specified of deposit of such subscriber's subscription payment. With respect to subscribed Funds received held in paragraph 5(c) above, then Escrow Account and thereafter released once the Minimum Escrow Amount has been received and the Company gives notice to the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the release said funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released transmit directly to each subscriber his pro rata share of any and all further liabilities and responsibilities hereundersuch interest, at the address indicated on the Written Account or such other address that Escrow Agent can determine. As With respect to securities deposited in subscribed funds received by the Escrow Account, such securities shall be Agent after the Minimum has been released and delivered to the share purchaser or other registered holder identified on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered to the Company, the Escrow Agent shall not be required to transmit any interest earned on said funds to the subscriber.

Disbursements from the Escrow Account. (a) The Escrow Agent shall hold all the Proceeds in the Escrow Account until given instruments in writing by Stonegate (with a copy to the Buyers) as to the disposition thereof. A closing shall occur (a “Closing”), as to the purchase of any Offered Shares by a Buyer, when the following occurs: (i) Stonegate advises the Escrow Agent in writing that Stonegate has received: (1) a Purchase Agreement executed by such Buyer, Seller and the Company; (2) a signature page of such Buyer to this Agreement; (3) an executed Selling Stockholder Questionnaire (in the form attached to the Purchase Agreement) from such Buyer; and (4) a written notice from Buyer that Buyer has received a certificate representing the Offered Shares purchased by such Buyer; and (ii) the Escrow Agent has received a wire transfer from such Buyer equal to the aggregate Purchase Price for the Offered Shares being purchased by such Buyer. Upon obtaining the occurrence a Closing of the events Offering, Escrow Agent will remit to Seller the aggregate Purchase Price for the Offered Shares being purchased by such Buyer less a placement agency fee to Stonegate as agreed to by Stonegate and Seller, and as provided in writing to Escrow Agent by Stonegate, which fee shall be remitted to Stonegate. (b) Notwithstanding the provisions set forth in paragraphs 5(a) and 5(bparagraph (a) above, this escrow will terminate at any time prior to the expiration of the Escrow Period, Stonegate by written request, may direct the Escrow Agent to refund to any prospective Buyer all or any portion of the Proceeds received by the Escrow Agent from such potential Buyer (unless such funds have been previously released in accordance with paragraph (a) above), and the proceeds on deposit shall be delivered to or on behalf Escrow Agent shall, upon receipt of the Company as directed by the company's counsel or designated principal officer. In such written request, make such a refund; provided, however, that in no event shall the Escrow Agent release be obligated to refund any amount to any prospective Buyer unless and until such amount is, to the Company funds Escrow Agent’s satisfaction, available in cleared funds. (c) Upon the disbursement of any Proceeds held in escrow until $25,000.00 the Escrow Account pursuant to any of (less 10% distribution a) or (b) above, the Escrow Agent will be under no further responsibility with respect to the company) in collected funds are in escrow. For purposes of this Agreement, . In this regard it expressly is agreed and understood that in no event shall the term "aggregate amount of payments made by the Escrow Agent exceed the amount of collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels and are in the form of cash. In the event the Escrow Period terminates because 500,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account, such securities shall be released and delivered to the share purchaser or other registered holder identified on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered to the Company.

Disbursements from the Escrow Account. Upon obtaining the occurrence of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In no event shall the Escrow Agent release to the Company funds held in escrow until $25,000.00 20,000.00 (less 10% distribution to the company) in collected funds are in escrow. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels and are in the form of cash. In the event the Escrow Period terminates because 500,000 1,000,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account, such securities shall be released and delivered to the share purchaser or other registered holder identified on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered to the Company.

Disbursements from the Escrow Account. Upon obtaining the occurrence Holder Representative shall be entitled to authorize disbursements from each of the events Working Capital Escrow Account and Indemnity Escrow Account in accordance with the provisions of this Agreement and the Escrow Agreement only as follows: (a) to pay the Adjustment Amount and any Holder Representative Section 2.7 Expenses, in each case in accordance with the provisions of Section 2.7 above; (b) to pay, from time to time, the amount of any Losses that an Acquiror Indemnified Party is entitled to receive reimbursement for pursuant to Article X (a "Reimbursable Loss"); (c) to pay, from time to time, the amount of any Allowed Expenses as and when they are incurred by Holder Representative; (d) to pay, following the Determination Date, the portion of the Working Capital Escrow Amount to the Paying Agent, to be disbursed by the Paying Agent in accordance with the Holder Representative Agreement; and (e) to pay, following the Expiration Time, all amounts remaining in the Indemnity Escrow Account to the Paying Agent, to be disbursed by the Paying Agent in accordance with the Holder Representative Agreement; provided, however, if prior to the Expiration Time, Holder Representative has received one or more Acquiror Noticed Losses which set forth indemnification claims under Article X for Losses that are unresolved at the Expiration Time, then an amount equal to the lesser of (i) the sum of (x) 100% of the amount of the aggregate Loss claimed in, and reasonably expected to be incurred in connection with, each such unresolved Acquiror Noticed Loss, plus (y) the Aggregate Expense Cap at such time, or (ii) the amount remaining in the Indemnity Escrow Account, shall continue to be held in the Indemnity Escrow Account by the Escrow Agent to pay Allowed Expenses and Reimbursable Losses; and provided, further, from time to time promptly after final resolution of each such indemnification claim set forth in paragraphs 5(a) any such Acquiror Noticed Loss, Holder Representative and 5(b) above, this escrow Acquiror will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In no event shall authorize the Escrow Agent release to disburse all amounts remaining in the Indemnity Escrow Account to the Company funds held Paying Agent, to be disbursed by the Paying Agent in escrow until $25,000.00 (less 10% distribution accordance with the Holder Representative Agreement; provided, that, if at such time there remains unresolved any Loss described in any Acquiror Noticed Loss, an amount equal to the companylesser of (A) the sum of (1) 100% of the amount of the aggregate Losses claimed in, and reasonably expected to be incurred in collected funds are connection with, each such Acquiror Noticed Losses, plus (2) the Aggregate Expense Cap at such time or (B) the amount remaining in escrow. For purposes the Indemnity Escrow Account shall be maintained in the Indemnity Escrow Account; provided, however, that prior to Holder Representative's making of this Agreementany authorization for payment from the Escrow Account or Indemnity Escrow Account for (x) any Holder Representative Section 2.7 Expenses or (y) any Allowed Expenses, Holder Representative shall provide Acquiror with written notice of the determination of the amounts so payable, such notice to set forth, in reasonable detail, the term "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels and are in the form of cash. In the event the Escrow Period terminates because 500,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant payee and such notice to this paragraph shall be deemed to be the property of the subscriber, free and clear include copies of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account, such securities shall be released and delivered to the share purchaser or other registered holder identified on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered to the Companyapplicable invoices.

Disbursements from the Escrow Account. Upon obtaining (a) If any Kenexa Indemnified Party shall be entitled to recover any amounts from the occurrence General Escrow Account pursuant to this Agreement, Kenexa Technology and the Representative shall promptly provide a joint written instruction to the Escrow Agent to deliver such amounts to Kenexa Technology (or any Person designated by Kenexa Technology). If, after the General Survival Date, there are any amounts remaining in the General Escrow Account, then, subject to Section 8.9(b) or Section 8.9(c), as applicable, each Equityholder shall be entitled to receive his, her or its pro rata share of such amounts, and Kenexa Technology and the Representative shall provide a joint written instruction to the Escrow Agent to deliver, by wire transfer of immediately available funds, to the Payment Agent, the Stockholders’ Portion of such amounts, and to the Surviving Corporation, the Option Holders’ Portion of such amounts; provided, however, that if prior to the General Survival Date, the Representative has received one or more Claim Notices in accordance with the terms of this Agreement which set forth indemnification claims under the terms of this Article VIII for Damages that are unresolved on the General Survival Date, then an amount equal to the lesser of (i) the amount of the events aggregate Damages claimed in, and reasonably expected to be incurred in connection with, each such unresolved Claim Notice, or (ii) the amount remaining in the General Escrow Account, shall continue to be held by the Escrow Agent in the General Escrow Account to pay such claims and any other amounts associated therewith that are payable pursuant to this Article VIII until released in accordance with this Section 8.9(a); and provided further, from time to time promptly after final resolution of each such indemnification claim set forth in paragraphs 5(a) any such Claim Notice, the Representative and 5(b) above, this escrow Kenexa Technology will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In no event shall authorize the Escrow Agent release to disburse all amounts remaining in the General Escrow Account to the Company funds held Payment Agent and the Surviving Corporation in escrow until $25,000.00 (less 10% distribution the same manner as described above, subject to the companycondition that if at such time there remains unresolved any claim for Damages described in any Claim Notice, an amount equal to the lesser of (A) the amount of the aggregate Damages claimed in, and reasonably expected to be incurred in collected funds are connection with, each such Claim Notice or (B) the amount remaining in escrow. For purposes the General Escrow Account shall be maintained in the General Escrow Account. (b) Kenexa Technology and the Representative shall direct and cause the Payment Agent to transmit to each Stockholder his, her, or its respective portion of this Agreement, the term "collected funds" shall mean all funds received any amounts paid by the Escrow Agent to the Payment Agent pursuant to this Section 8.9, as adjusted for any Damages that have been paid from the General Escrow Account with respect to which any Equityholder was severally, but not jointly, liable, promptly upon receipt of such amounts by the Payment Agent. (c) Kenexa Technology shall cause the Surviving Corporation to pay to each Option Holder, which have cleared normal banking channels in accordance with the withholding and are in payroll practices of the form Surviving Corporation, his or her respective portion of cash. In the event the Escrow Period terminates because 500,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then any amounts paid by the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber Surviving Corporation pursuant to this paragraph shall be deemed Section 8.9, as adjusted for any Damages that have been paid from the General Escrow Account with respect to be which any Option Holder was severally, but not jointly, liable, promptly upon receipt of such amounts by the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account, such securities shall be released and delivered to the share purchaser or other registered holder identified on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered to the CompanySurviving Corporation.

Disbursements from the Escrow Account. Upon obtaining the occurrence of any of the events set forth in paragraphs 5(a) and 5(b) 5A, 5B or 5C above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the companyCompany's counsel or designated principal officer. In no event shall the Escrow Agent release to the Company funds held in escrow until $25,000.00 (less 10% distribution to the company) 20,000 in collected funds are in escrow. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, Agent which have cleared normal banking channels and are in the form of cash. In the event the Escrow Period terminates because 500,000 - 2,000,000 shares are not sold on or before the date specified in paragraph 5(c) 5B above, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon thereupon be deemed ipso factoipsofacto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As If at any time prior to securities deposited in the termination of this escrow the Escrow Account, such securities shall be released and delivered Agent is advised by the Nevada Securities Administrator that a stop order has been issued with respect to the share purchaser or other registered holder identified on registration Statement, the deposited securities Escrow Agent shall, upon the conditions specified receipt of its mailing fee described in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered 10, thereon return all funds to the Companyrespective subscribers.

Disbursements from the Escrow Account. Upon obtaining the occurrence of 6.1 When the events set forth in paragraphs paragraph 5(a) and 5(b) aboveabove have occurred, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the companyCompany's counsel or designated principal officer. In no event shall the Escrow Agent release to the Company funds held in escrow until $25,000.00 (less 10% distribution to the company) in collected funds are in escrow. For purposes of this Agreement, the term "“collected funds" ” shall mean all funds received by the Escrow Agent, which have cleared normal banking channels and are in the form of cash. . 6.2 In the event the Escrow Period terminates because 500,000 - shares are not sold on or before the date specified conditions set forth in paragraph 5(cSection 5(b) aboveabove have occurred, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, promptly return to each of the subscribers of to the Company's securities common stock the amounts paid in by themthem for such common stock, without any deductions and without any interest earned or expenses earned. Prior to the subscriberreturn of funds to subscribers as set forth above, and the Escrow Agent shall notify the Company of its distribution of intent to disburse the fundsfunds to the subscribers. Each amount The amounts paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities common stock made and entered into by the Offering subscribers shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities common stock purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of from any and all further liabilities and responsibilities hereunder. As to securities . 6.3 The Certificate for Common Stock deposited in the Escrow Account, such securities shall be promptly released and delivered to the share purchaser or other registered holder identified on with the deposited securities upon deposit when the conditions specified set forth in paragraph 5(a) and 5(b) above or upon has been satisfied. If the condition specified conditions set forth in paragraph 5(c5(a) above are not satisfied, such securities certificates shall be released and delivered returned to the CompanyCompany and shall then be cancelled.

Disbursements from the Escrow Account. Upon obtaining In the occurrence event that the Escrow Period terminates without satisfaction of the events Minimum Conditions, the Escrow Agent shall promptly refund directly to each subscriber, at the address indicated on the Written Account or such other address that Escrow Agent can determine, the amount received from the subscriber with interest actually earned thereon, without deduction, penalty or expense to the subscriber, and the Escrow Agent shall notify the Company and the Placement Agent and any Selected Dealer of its distribution of the funds. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors. Before the Escrow Agent shall be properly authorized and empowered pursuant to this Agreement to release the Escrow Amount the following conditions (the "Minimum Conditions") must be satisfied as determined by the Escrow Agent: a. The Escrow Amount contains a minimum of $3,000,000 (the "Minimum Escrow Amount"); b. The aforementioned minimum Escrow Amount was achieved prior to the earlier of the dates set forth in paragraphs 5(a) and 5(b) Section 2B above, this escrow will terminate and ; c. The Company has certified in a written notification to the Escrow Agent that the Escrow Amount constitutes the proceeds on deposit shall be delivered from valid subscriptions of the Shares pursuant to or on behalf the terms of the Prospectus; and d. Counsel for the Company as directed by named in the company's counsel or designated principal officer. In no event shall Prospectus issues to the Escrow Agent a confirmation letter stating that, to its knowledge, neither the Company nor the Company's offering of Shares is subject to any outstanding cease and desist order or stop order issued by the Securities and Exchange Commission or any state securities regulatory agency. Subscriptions received after satisfaction of the Minimum Conditions shall be held by the Escrow Agent until such time, and from time to time, as the Company requests the release thereof. At such time as the Company requests the release of the escrowed funds, the Company shall designate to the Company funds held Escrow Agent, in escrow until $25,000.00 (less 10% distribution to writing, the company) in collected names of the subscribers whose funds are in escrowbeing withdrawn and the entity or account to which such funds are to be paid. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, Agent which have cleared normal banking channels and are in the form of cash. In the event If the Escrow Period terminates because 500,000 - shares are Amount is released to the Company, subscribers will not sold on or before the date specified in paragraph 5(c) abovereceive any interest. Likewise, then with respect to subscribed funds received by the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of after the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and Minimum has been released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account, such securities shall be released and delivered to the share purchaser or other registered holder identified on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered to the Company, said funds shall not earn any interest.

Disbursements from the Escrow Account. Upon obtaining the occurrence of either of the events set forth in paragraphs 5(a) and 5(b) 5A, 5B or 5C above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the companyCompany's counsel or designated principal officer. In no event shall the Escrow Agent release to the Company funds held in escrow until $25,000.00 (less 10% distribution to the company) __25,000___ in collected funds are in escrow. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, Agent which have cleared normal banking channels and are in the form of cash. In the event the Escrow Period terminates because 500,000 - __500,000___ shares are not sold on or before the date specified in paragraph 5(c) 5C above, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon thereupon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As If at any time prior to securities deposited in the termination of this escrow the Escrow AccountAgent is advised by the Nevada, such securities shall be released and delivered Arizona, Utah and/or Florida Securities Administrators that a stop order has been issued with respect to the share purchaser or other registered holder identified on Registration Statement, the deposited securities Escrow Agent shall, upon the conditions specified in receipt of its mailing fee described paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered 10, thereon return all funds to the Companyrespective subscribers.

Disbursements from the Escrow Account. Upon obtaining (a) Except to the occurrence extent of one or more Investor Notices (as defined below) or the removal or resignation of the events Escrow Agent in accordance with Section 7, the Escrowed Shares will be held by the Escrow Agent in accordance with this Agreement at its place of business specified in Section 10. (b) The Investor is entitled to deliver to the Escrow Agent one or more written notices instructing the Escrow Agent to release Escrowed Shares in the circumstances and with the results set forth in paragraphs 5(aSections 5(c), (d) and 5(b(e) aboveof this Agreement. In order to be effective under this Agreement, this escrow will terminate each such notice (each, an “Investor Notice”) that directs the release of all or a portion of the Escrowed Shares based upon the stock price of the Common Stock must have attached or set forth thereon a listing of the stock price for the Common Stock as reported by the Wall Street Journal (or another reporting service mutually agreed to in writing by each of the Company and the proceeds on deposit Investor for such purpose for the relevant period and provided to the Escrow Agent). In addition, each Investor Notice shall specify (a) the number of shares represented by a Certificate that will be delivered to it pursuant to such Investor Notice or (b) that the DTC Shares will be delivered to it by electronic delivery pursuant to the Investor Notice. The Investor will provide a copy of each Investor Notice to the Company via facsimile concurrently with such delivery to the Escrow Agent. Absent an error in calculation, the parties understand and agree that the Escrow Agent is bound to act in accordance with Investor Notices, without any investigation on the part of the Escrow Agent, and no notice or instruction received from or on behalf of the Company shall affect the Escrow Agent’s obligation to act in accordance with any Investor Notice (absent an error in calculation) or to honor subsequent Investor Notices. The Company agrees that it shall have no right to deliver any such contradictory notices. The Escrow Agent shall deliver all Certificates and DTC Shares hereunder as directed by soon as practicable following the company's counsel or designated principal officer. In no event receipt of an Investor Notice directing such release and shall immediately notify the Company of such delivery. (c) If at any time and from time to time prior to January 1, 2004, the Escrow Agent release receives an Investor Notice stating that the closing price (the “Closing Price”) of the Common Stock as reported by the Wall Street Journal (or another reporting service mutually agreed to in writing by each of the Company funds held in escrow until $25,000.00 (less 10% distribution and the Investor and provided to the company) in collected funds are in escrow. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels and are ) for the five consecutive trading days immediately preceding the date of such notice equals or exceeds $2.46 per share (subject to equitable adjustment in the form event of cash. In any stock split, stock combination or similar event affecting the event the Escrow Period terminates because 500,000 - shares are not sold on or before the date specified in paragraph 5(c) aboveCommon Stock), then the Escrow Agent shall within ten days of receipt of its mailing fee deliver to or as described directed by the Investor one Certificate or the DTC Shares, as specified in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the fundssuch Investor Notice. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as If the Escrow Agent shall have made previously delivered one or more Certificates or the DTC Shares to the Investor under this Section, then it shall be a condition to the Escrow Agent’s obligation to deliver a Certificate or DTC Shares, as the case may be, on account of the Investor Notice then at issue that the Investor Notice at issue contain a certification of the Investor that the Investor has sold or otherwise disposed of the shares of Common Stock represented by prior delivered Certificate(s) or DTC Shares in a manner permitted by the Exchange Agreement, including any effective volume limitations therein on the Investor’s right to resale any such shares, if any. (d) The Escrow Agent agrees to issue Certificates free of restrictive legends if so directed by the Company and the Escrow Agent receives an opinion of counsel to the Company to that effect. The parties hereto acknowledge and agree that the DTC Shares will be delivered at all times free of restrictive legend. (e) If the payments Escrow Agent holds less than 200,000 Escrowed Shares on or following January 1, 2004, then the Investor may deliver to the Escrow Agent an Investor Notice directing the delivery to or as directed by it of all then remaining Escrowed Shares, following the delivery of which this Agreement shall terminate. If on or following January 1, 2004 the Escrow Agent holds 200,000 or more Escrowed Shares and remittances provided for in this paragraphthe Investor has sold or otherwise disposed of all of the shares represented by any previously delivered Certificates or the DTC Shares, then the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As deliver to securities deposited the Investor one additional Certificate or the DTC Shares, as specified in the Escrow Account, such securities Investor Notice. If the Investor shall be released and delivered subsequently deliver to the share purchaser Escrow Agent an Investor Notice stating that it has sold or other registered holder identified on otherwise disposed of the deposited securities upon shares represented by any additional Certificates or the conditions specified DTC Shares previously delivered under this Section and certifies that the volume limitations set forth in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph Section 5(c) above such securities have been met, then the Escrow Agent shall be released and delivered deliver to the CompanyInvestor an additional Certificate or the DTC Shares, as specified in such Investor Notice, until such time as no further Escrowed Shares are held by the Escrow Agent.

Disbursements from the Escrow Account. Upon obtaining (a) If on or before the occurrence of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In no event shall Termination Date the Escrow Agent release to has received in the Escrow Account gross proceeds of at least $10,000,000 in deposited funds representing at least the Minimum Securities, the Escrow Agent shall notify the Company funds held and the Managing Dealer in escrow until $25,000.00 (less 10% distribution to the company) writing of such fact. Except as otherwise provided in collected funds are in escrow. For purposes of this Agreement, the term Escrow Agent shall hold such monies, along with any additional proceeds deposited in the Escrow Account from sales of Securities after the proceeds from the Minimum Securities have been deposited in escrow, until given written instructions by the Company and the Managing Dealer as to the disbursement of the funds in the Escrow Account; provided that no funds shall be disbursed to the Company until the Escrow Agent has received $10,000,000 in the aggregate of "collected funds" shall mean all (meaning funds received by the Escrow Agent, which have cleared normal banking channels and are in the form of cash). In the event If the Escrow Period terminates because 500,000 - shares are not sold Agent receives gross proceeds of $10,000,000 in the Escrow Account on or before the date specified Termination Date, any interest earned on the funds in paragraph 5(cthe Escrow Account shall be paid to the Company. (b) aboveIn the event that the Escrow Agent does not receive, then in accordance with this Agreement, at least $10,000,000 representing the proceeds from the sale of the Minimum Securities prior to the Termination Date, the Escrow Agent shall within ten days of receipt of its mailing fee as described promptly refund in paragraph 10, return a timely manner following the Termination Date to each of prospective purchaser the subscribers amount actually received from such purchaser, with interest thereon and without deduction therefrom, as calculated by and at the direction of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company and the Managing Dealer of its distribution of the fundsfunds in the Escrow Account. Each amount paid or payable to each subscriber pursuant to this paragraph In such event, any interest earned on the escrowed funds shall be deemed paid to prospective purchasers as equitably as possible pro rata in accordance with each prospective purchaser's subscription amount and the length of time such amount was held in the Escrow Account. The purchase money returned to such purchasers shall be the property of the subscriber, free and clear of any or and all claims of the Company or of any of its creditorsCompany, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraphManaging Dealer, the Escrow Agent or any of their creditors. (c) Upon the disbursement of all or any portion of the escrowed funds in accordance with either subsection (a) or (b) above, the Escrow Agent will have no further responsibility with respect to the escrow assets so disbursed, and upon disbursement from the Escrow Account in accordance with said subsections, will have no further responsibility under this Agreement. In this regard it is expressly agreed and understood that in no event shall be completely discharged and released the aggregate amount of any and all further liabilities and responsibilities hereunder. As to securities disbursements made by the Escrow Agent exceed the amounts deposited in the Escrow Account, such securities shall be released and delivered to the share purchaser or other registered holder identified on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered to the CompanyAccount plus any interest earned thereon.

Disbursements from the Escrow Account. Upon obtaining (a) The Company shall notify the Escrow Agent in writing of the occurrence of the events Closing within fifteen (15) days following the Closing and shall concurrently deliver such notice to the Stockholder Representative. (b) The Escrow Agent shall disburse all or any portion of the Escrow Account pursuant to and in accordance with either (i) the joint written instructions of the Parties; or (ii) the instructions set forth in paragraphs 5(a) and 5(b) aboveany written letter of direction, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In no event shall the Escrow Agent release to the Company funds held in escrow until $25,000.00 (less 10% distribution to the company) in collected funds are in escrow. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels and are substantially in the form of cashExhibit A hereto (the “Letter of Direction”), executed by the Company and the Stockholder Representative. In The Company and the event Stockholder Representative shall execute the Letter of Direction pursuant to Section 3.07 of the Merger Agreement with respect to disbursements (including reimbursements of the Stockholder Representative’s fees and expenses, to the extent provided in the Merger Agreement) from the Escrow Period terminates because Account in accordance with Section 3.07 of the Merger Agreement. (c) Notwithstanding the foregoing, the first $500,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then to be released by the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriberPaying Agent for distribution to the Stockholders in accordance with paragraph (b) above shall, and pursuant to instructions provided by the Parties in one or more Letters of Direction, be retained by the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account. The Escrow Agent shall disburse all or any portion of such amount pursuant to and in accordance with the instructions set forth in any certificate, substantially in the form of Exhibit B hereto (the “Stockholder Representative Certificate”), executed by the Stockholder Representative (such securities shall funds to be released provided for the reimbursement of fees and delivered expenses of the Stockholder Representative or to be distributed to the share purchaser or other registered holder identified on Stockholders, in each case pursuant to Section 3.08(g) of the deposited securities Merger Agreement). The Escrow Agent shall act solely upon the conditions specified instructions that it receives in paragraph 5(a) accordance with this Section and 5(b) above shall not be responsible for determining whether the instructions are in accordance with the Merger Agreement. The obligations contained in this Section 5 shall survive the termination of this Agreement and the resignation, replacement or upon removal of the condition specified in paragraph 5(c) above such securities shall be released and delivered to the CompanyEscrow Agent.

Disbursements from the Escrow Account. Upon obtaining 4.1 The Deposited Proceeds may be released to the occurrence of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate company and the proceeds on deposit shall be Securities delivered to the Investors or on behalf of other registered holders only at the Company same time as directed by the company's counsel or designated principal officer. In no event shall after: (a) the Escrow Agent release 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 Company funds held in escrow until $25,000.00 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: (less 10% distribution 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) in collected funds are in escrow. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels and are in the form of cash. In the event the Escrow Period terminates because 500,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited 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 Investor 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 such person 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 Investors 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 Investor 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 share purchaser Investor or other registered holder identified on the deposited securities upon only at the conditions specified same time as or after consummation of an acquisition(s) meeting the requirements set forth in paragraph 5(aSection 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 Investor the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and 5(b) above or upon the condition specified 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 paragraph 5(c) above such securities 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 delivered to understood that in no event shall the Companyaggregate amount of payments made by the Escrow Agent exceed the amount of the Deposited Proceeds.

Disbursements from the Escrow Account. Upon obtaining 4.1 The Deposited Proceeds may be released to the occurrence of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate company and the proceeds on deposit shall be Securities delivered to the Investors or on behalf of other registered holders only at the Company same time as directed by the company's counsel or designated principal officer. In no event shall after: (a) the Escrow Agent release 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 Company funds held in escrow until $25,000.00 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: (less 10% distribution 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) in collected funds are in escrow. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels and are in the form of cash. In the event the Escrow Period terminates because 500,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited 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 Investor 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 such person 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 Investors 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 Investor 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 share purchaser Investor or other registered holder identified on the deposited securities upon only at the conditions specified same time as or after consummation of an acquisition(s) meeting the requirements set forth in paragraph 5(aSection 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 Investor the amount of payment received from such purchaser held in Escrow without interest thereon or deduction therefrom, and 5(b) above or upon the condition specified 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 paragraph 5(c) above such securities 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 delivered to understood that in no event shall the Companyaggregate amount of payments made by the Escrow Agent exceed the amount of the Deposited Proceeds.

Disbursements from the Escrow Account. Upon obtaining the occurrence (a) All of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate and proceeds of the proceeds on deposit Loan shall be delivered utilized for the purpose of refinancing a loan used for the acquisition of condominium units by the Borrower and to or on behalf pay costs related to the issuance of the Company Bonds. Subject to the provisions of Section 5.07, the Borrower agrees as directed by a condition precedent to the company's counsel disbursement from the Escrow Account of any portion of the Bond proceeds or designated principal officer. In no event shall insurance proceeds or condemnation award, if any, to furnish the Escrow Agent release with the following: (i) a Requisition Form signed by an Authorized Borrower Representative and approved by an Authorized Purchaser Representative accompanied by the applicable invoices and/or proofs of payment. The Requisition Form shall state: (A) the requisition number; (B) the name and address of the Person to the Company funds held in escrow until $25,000.00 (less 10% distribution whom payment is to the company) in collected funds are in escrow. For purposes of this Agreement, the term "collected funds" shall mean all funds received be made by the Escrow AgentAgent or, which have cleared normal banking channels if the payment is to be made to the Borrower for a reimbursable advance, the name and are in the form of cash. In the event the Escrow Period terminates because 500,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each address of the subscribers Person to whom such advance was made together with proof of payment by the Company's securities Borrower; (C) the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay paid; (D) that each obligation for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in which payment is sought is a Proper Charge against the Escrow Account, is unpaid or unreimbursed, and has not been the basis of any previously paid requisition; (E) if such securities payment is a reimbursement to the Borrower for costs or expenses incurred by reason of work performed or supervised by officers or employees of the Borrower or any of its affiliates, that the amount to be paid does not exceed the actual cost thereof to the Borrower or any of its affiliates; (F) that no Event of Default has occurred under this Bond Agreement; and (G) the Borrower has received no written notice of any lien, right to lien or attachment upon, or other claim affecting the right to receive payment of, any of the moneys payable under such Requisition Form to any of the Persons named therein or, if any of the foregoing has been received, it has been released or discharged or will be released or discharged upon payment of the Requisition Form; (ii) with respect to any requisition for Bond proceeds from the Escrow Account to be applied toward the renovation of the Premises, no funds shall be released disbursed by the Escrow Agent until the Borrower has met the requirements of subparagraph (iv) of this Section 5.02(a); (iii) except for costs of issuance, such additional documents, affidavits, certificates and delivered opinions as the Authority or the Purchaser may reasonably require, including, as applicable, to insure compliance with the above section; (iv) prior to the share purchaser first disbursement from the Escrow Account for any Construction Contract, the Borrower shall deliver either (i) a certificate of an Authorized Borrower Representative stating that, for purposes of the Prevailing Wage Rate Provision and the Affirmative Action Program, none of the moneys disbursed at any time from the Escrow Account will be used to pay or other registered holder identified on reimburse a payment for work done in performance of any Construction Contract unless prior thereto there shall be submitted to the deposited securities Escrow Agent an executed Contractor’s Certificate and Agreement or (ii) a Contractor’s Certificate and Agreement executed by the Contractor. Nevertheless, prior to the initial disbursement from the Escrow Account for payment of any Construction Contract, if not theretofore furnished, a Contractor’s Certificate and Agreement shall be submitted; and (v) with respect to any requisition for the acquisition of equipment, such requisition shall be accompanied by Financing Statements in such form and substance as the Purchaser may require to perfect a security interest in such equipment. (b) There shall be retained in the Escrow Account an amount equal to ten per centum (10%) of each sum requisitioned for payment or reimbursement for payment of a Construction Contract for purposes of the Affirmative Action Program (a “holdback”); provided, however, if any such requisitioned sum is for payment or reimbursement of a payment by the Borrower, which payment itself is or was for only ninety per centum (90%) of the payment requested by the Contractor or Subcontractor pursuant to such Construction Contract, then such requisitioned sum may be paid or reimbursed without regard to the aforementioned holdback, but the remaining ten per centum (10%), when requisitioned by the Borrower, shall only be disbursed upon the holdback conditions specified set forth in paragraph 5(a(c) and 5(bbelow. (c) above or upon the condition specified in paragraph 5(c) above such securities The holdback shall be released disbursed from the Escrow Account upon compliance with the Affirmative Action and delivered Prevailing Wage Rate Provision of this Bond Agreement and (i) the execution and filing of the Contractor’s Completion Certificate, (ii) the execution and filing of the Borrower’s Completion Certificate, (iii) receipt by the Borrower of a written notice issued by the Authority’s Office of Affirmative Action that the Contractor has complied with the requirements of the Affirmative Action Program and (iv) certification to the CompanyEscrow Agent by an Authorized Borrower Representative of compliance with the conditions stated in clauses (i) through (iii) above.

Disbursements from the Escrow Account. Upon obtaining the occurrence of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In no event shall the Escrow Agent release to the Company funds held in escrow until $25,000.00 (less 10% distribution to the company) in collected funds are in escrow. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels and are in the form of cash. In the event the Escrow Period terminates because 500,000 1,000,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account, such securities shall be released and delivered to the share purchaser or other registered holder identified on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered to the Company.

Disbursements from the Escrow Account. Upon obtaining 2.1 Subject to the occurrence of the events notice provisions set forth in paragraphs 5(athis Article 2, Consultant shall be entitled to release of the Stock as follows: (a) An aggregate of 1,000,000 shares of Stock will be released to Consultant upon the execution by the Company and 5(b) aboveConsultant of a raw product delivery agreement, this escrow will terminate risk management agreement, fuel ethanol marketing agreement, and distilled grain marketing agreement with mutually satisfactory third parties; the submission of preliminary environmental and land use permits for the first Facility; and the proceeds on deposit shall be delivered assignment and conveyance to or on behalf of the Company as directed by of that certain option to purchase the company's counsel or designated principal officer. In no event second Facility; (b) An aggregate of 1,000,000 shares of Stock will be released upon the acquisition of air permits and a conditional land use permit, and the execution of an engineering procurement and construction agreement for the first Facility; the execution of a raw product delivery agreement, risk management agreement, fuel ethanol marketing agreement, and distilled grain marketing agreement with mutually satisfactory third parties; and the submission of preliminary environmental and land use permits for the second Facility; and (c) The remaining 1,450,000 shares will be released upon the Company’s and Consultant’s obtaining a funding commitment for the first Facility. 2.2 The Company and Consultant shall give joint written notice (“Notice”) to the Escrow Agent of the achievement of the above milestones in respect of which release of Stock from the Escrow Account may be sought. Such Notice shall identify in reasonable detail the milestone reached and the number of shares of Stock to be released from the Escrow Account. 2.3 In the event that the Company and Consultant do not obtain funding for the first Facility within four (12) months from the date on which the funding commitment referred to in (c) above is received, then they shall promptly notify the Escrow Agent as provided in Section 2.2 above; any shares of Stock still remaining in the Escrow Account shall be disbursed to the Company funds held in escrow until $25,000.00 (less 10% distribution and Consultant shall return to the company) in collected funds are in escrow. For purposes Company all other shares of this Agreement, Stock that may have previously been released to it from the term "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels and are in the form of cash. In the event the Escrow Period terminates because 500,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the -referenced Escrow Account, such securities shall be released and delivered to the share purchaser or other registered holder identified on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered to the Company. .

Disbursements from the Escrow Account. Upon obtaining In the occurrence event that the ------------------------------------- Escrow Period terminates without satisfaction of the events Minimum Conditions, the Escrow Agent shall promptly refund directly to each subscriber, at the address indicated on the Written Account or such other address that Escrow Agent can determine, the amount received from the subscriber with interest actually earned thereon, without deduction, penalty or expense to the subscriber, and the Escrow Agent shall notify the Depositor-Sponsor and the Selected Dealer of its distribution of the funds. The purchase money returned to each subscriber shall be free and clear of any and all claims of the Depositor-Sponsor or any of its creditors. Before the Escrow Agent shall be properly authorized and empowered pursuant to this Agreement to release the Escrow Amount the following conditions (referred to herein as "Minimum Conditions") must be satisfied as determined by the Escrow Agent: A. The Escrow Amount contains a minimum of $1,400,000; B. The aforementioned minimum Escrow Amount was achieved prior to the earlier of the dates set forth in paragraphs 5(a) and 5(b) Section 2B above, this escrow will terminate and the proceeds on deposit shall be delivered ; C. The Depositor-Sponsor has certified in a written notification to or on behalf of the Company as directed by the company's counsel or designated principal officer. In no event shall the Escrow Agent release that the Escrow Amount constitutes the proceeds from valid subscriptions of the Units pursuant to the Company funds held terms of the Prospectus; and D. Counsel for the Depositor-Sponsor as named in escrow until $25,000.00 (less 10% distribution the Prospectus issues to the company) Escrow Agent a confirmation letter stating that, to its knowledge, neither the Depositor-Sponsor nor the Depositor-Sponsor's offering of Units is subject to any outstanding cease and desist order or stop order issued by the Securities and Exchange Commission or any state securities regulatory agency. Subscriptions received after satisfaction of the Minimum Conditions shall be held by the Escrow Agent until such time, and from time to time, as the Depositor-Sponsor requests the release thereof. At such time as the Depositor-Sponsor requests the release of escrowed funds, the Depositor-Sponsor shall designate to the Escrow Agent, in collected writing, the names of the subscribers whose funds are in escrowbeing withdrawn and the entity or account to which such funds are to be paid. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, Agent which have cleared normal banking channels and are in the form of cash. In the event If the Escrow Period terminates because 500,000 - shares are not sold Amount is released to the Depositor-Sponsor, each subscriber will receive his pro rata share of any interest actually earned on or before the Escrow Amount based on the date specified of deposit of such subscriber's subscription payment. With respect to subscribed Funds received held in paragraph 5(c) above, then Escrow Account and thereafter released once the Minimum has been received and the Depositor-Sponsor gives notice to the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the release said funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released transmit directly to each subscriber his pro rata share of any and all further liabilities and responsibilities hereundersuch interest, at the address indicated on the Written Account or such other address that Escrow Agent can determine. As With respect to securities deposited in subscribed funds received by the Escrow Account, such securities shall be Agent after the Minimum has been released and delivered to the share purchaser or other registered holder identified Depositor-Sponsor, the Escrow Agent shall not be required to transmit any interest earned on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered said funds to the Companysubscriber.

Disbursements from the Escrow Account. Upon obtaining the occurrence If any Kenexa Indemnified Party shall be entitled, upon completion of the events any applicable dispute resolution procedures set forth in paragraphs 5(a) and 5(b) aboveArticle IX or this Article X, to recover any amounts from the Indemnity Escrow Account pursuant to this escrow will terminate Agreement, Kenexa Technology and the proceeds on deposit Representative shall be delivered promptly provide a joint written instruction to or on behalf of the Company as directed by the company's counsel or designated principal officer. In no event shall the Escrow Agent release to deliver such amounts to Kenexa Technology (or any Person designated by Kenexa Technology). If, after the General Survival Date, there are any amounts remaining in the Indemnity Escrow Account, then each Equityholder shall be entitled to receive his, her or its pro rata share (in proportion to his, her or its allocated portion of the Indemnity Escrow Amount as set forth in the Equityholder Allocation Statement) of such amounts, and Kenexa Technology and the Representative shall provide a joint written instruction to the Company Escrow Agent to deliver such amounts, by wire transfer of immediately available funds held to an account, in escrow until $25,000.00 (less 10% distribution the name of Parent, as agent; provided, however, that if prior to the company) in collected funds are in escrow. For purposes of this AgreementGeneral Survival Date, the term "collected funds" Representative has received one or more Claim Notices which set forth indemnification claims under Article IX or this Article X for Damages that are unresolved on the General Survival Date, then an amount equal to the lesser of (a) the amount of the aggregate Damages claimed in, and reasonably expected to be incurred in connection with, each such unresolved Claim Notice, or (b) the amount remaining in the Indemnity Escrow Account, shall mean all funds received continue to be held by the Escrow Agent, which have cleared normal banking channels and are Agent in the form Indemnity Escrow Account to pay such claims and any other amounts associated therewith that are payable pursuant to Article IX or this Article X; and provided further, from time to time promptly after final resolution of cash. In each such indemnification claim set forth in any such Claim Notice, the event the Escrow Period terminates because 500,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then Representative and Kenexa Technology will authorize the Escrow Agent shall within ten days of receipt of its mailing fee to disburse all amounts remaining in the Indemnity Escrow Account to Parent, as payment agent, in the same manner as described above, subject to the condition that if at such time there remains unresolved any claim for Damages described in paragraph 10any Claim Notice, return an amount equal to the lesser of (i) the amount of the aggregate Damages claimed in, and reasonably expected to be incurred in connection with, each such Claim Notice or (ii) the amount remaining in the Indemnity Escrow Account shall be maintained in the Indemnity Escrow Account. Kenexa Technology and the Representative shall direct and cause Parent, as payment agent, to transmit to each Equityholder his, her, or its pro rata share (in proportion to his, her or its allocated portion of the subscribers Indemnity Escrow Amount as set forth in the Equityholder Allocation Statement) of the Company's securities the any amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber Parent, as payment agent, pursuant to this paragraph shall be deemed to be the property second sentence of the subscriber, free and clear Section 10.9 promptly upon receipt of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account, such securities shall be released and delivered to the share purchaser or other registered holder identified on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered to the Companyamounts by Parent.

Disbursements from the Escrow Account. Upon obtaining the occurrence of the events set forth in paragraphs 5(a(a) and 5(b) above, this escrow will terminate and the proceeds on deposit If any Buyer Indemnitee shall be delivered entitled to or on behalf of the Company as directed by the company's counsel or designated principal officer. In no event shall recover any amounts from the Escrow Agent release to the Company funds held in escrow until $25,000.00 (less 10% distribution to the company) in collected funds are in escrow. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent, which have cleared normal banking channels and are in the form of cash. In the event the Escrow Period terminates because 500,000 - shares are not sold on or before the date specified in paragraph 5(c) above, then the Escrow Agent shall within ten days of receipt of its mailing fee as described in paragraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber Account pursuant to this paragraph shall be deemed to be the property of the subscriber, free Agreement and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited funds then remain on deposit in the Escrow Account, the Buyer and the Seller shall promptly provide a joint written instruction to the Escrow Agent (but in any event within three (3) Business Days) to deliver such securities amounts to such Buyer Indemnitee (or any Person designated by such Buyer Indemnitee); provided, that if no such funds remain, then Buyer Indemnitee shall be released and delivered entitled to recover directly from the Seller. (b) If, on the eighteen (18) month anniversary of the Closing Date (the “Escrow Reduction Date”), there are funds remaining in the Escrow Account, then the Escrow Account shall be reduced by the difference, if a positive number, of (i) two million five hundred thousand dollars ($2,500,000) MINUS (ii) the aggregate value of all claims for Losses asserted by the Buyer under ARTICLE 8 that have either been paid out of the Escrow Account or are pending as of the Escrow Reduction Date (the “Reduced Escrow Amount”). (c) If, on the twenty-four (24) month anniversary of the Closing Date (the “Escrow Termination Date”), there are funds remaining in the Escrow Account, then the Seller shall be entitled to receive the balance of the funds remaining in the Escrow Account, subject to the share purchaser provisions set forth in Section 8.8(d). (d) If the Seller shall be entitled to receive the balance of the funds remaining in the Escrow Account pursuant to this Section 8.8, then the Seller shall promptly provide a written instruction to the Escrow Agent (but in any event within three (3) Business Days) to deliver such funds, by wire transfer of immediately available funds to accounts and in the amount designated in writing by the Seller in accordance with the other provisions of this Section 8.8(d); provided, however, that if prior to the Escrow Termination Date, the Seller has received one or other registered holder identified more Claims Notices properly made under this Agreement that are unresolved on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered Escrow Termination Date, then an amount equal to the Companylesser of (i) the amount of the aggregate Losses claimed in, and reasonably expected to be incurred in connection with, each such unresolved claim, or (ii) the amount remaining in the Escrow Account, shall continue to be held by the Escrow Agent in the Escrow Account to satisfy such claims and any other amounts associated therewith that are payable pursuant to this ARTICLE 8; and, provided, further, promptly after final resolution of each such claim, the Seller shall authorize the Escrow Agent to disburse all amounts remaining in the Escrow Account to the Seller in the same manner described in this Section 8.8(d).

Disbursements from the Escrow Account. Upon obtaining (a) If on or before the occurrence of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In no event shall Termination Date the Escrow Agent release to has received in the Escrow Account gross proceeds of at least $10,000,000 in deposited funds representing at least the Minimum Securities, the Escrow Agent shall notify the Company funds held and the Managing Dealer in escrow until $25,000.00 (less 10% distribution to the company) writing of such fact. Except as otherwise provided in collected funds are in escrow. For purposes of this Agreement, the term Escrow Agent shall hold such monies, along with any additional proceeds deposited in the Escrow Account from sales of Securities after the proceeds from the Minimum Securities have been deposited in escrow, until given written instructions by the Company and the Managing Dealer as to the disbursement of the funds in the Escrow Account; provided that no funds shall be disbursed to the Company until the Escrow Agent has received $10,000,000 in the aggregate of "collected funds" shall mean all (meaning funds received by the Escrow Agent, which have cleared normal banking channels and are in the form of cash). In the event If the Escrow Period terminates because 500,000 - shares are not sold Agent receives gross proceeds of $10,000,000 in the Escrow Account on or before the date specified Termination Date, any interest earned on the funds in paragraph 5(cthe Escrow Account shall be paid to the Company. (b) aboveIn the event that the Escrow Agent does not receive, then in accordance with this Agreement, at least $10,000,000 representing the proceeds from the sale of the Minimum Securities prior to the Termination Date, the Escrow Agent shall within ten days of receipt of its mailing fee as described promptly refund in paragraph 10, return a timely manner following the Termination Date to each of prospective purchaser the subscribers amount actually received from such purchaser, with interest thereon and without deduction therefrom, as calculated by and at the direction of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company and the Managing Dealer of its distribution of the fundsfunds in the Escrow Account. Each amount paid or payable to each subscriber pursuant to this paragraph In such event, any interest earned on the escrowed funds shall be deemed paid to prospective purchasers as equitably as possible pro rata in accordance with each prospective purchaser's subscription amount and the length of time such amount was held in the Escrow Account. The purchase money returned to such purchasers shall be the property of the subscriber, free and clear of any or and all claims of the Company or of any of its creditorsCompany, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraphManaging Dealer, the Escrow Agent or any of their creditors. In the event funds are returned to prospective purchasers under this subsection (b), then the Company and the Managing Dealer will provide delivery instructions and related information to the Escrow Agent upon the Escrow Agent's request. (c) Upon the disbursement of all or any portion of the escrowed funds in accordance with either subsection (a) or (b) above, the Escrow Agent will have no further responsibility with respect to the escrow assets so disbursed, and upon disbursement from the Escrow Account in accordance with said subsections, will have no further responsibility under this Agreement. In this regard it is expressly agreed and understood that in no event shall be completely discharged and released the aggregate amount of any and all further liabilities and responsibilities hereunder. As to securities disbursements made by the Escrow Agent exceed the amounts deposited in the Escrow Account, such securities shall be released and delivered to the share purchaser or other registered holder identified on the deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the condition specified in paragraph 5(c) above such securities shall be released and delivered to the CompanyAccount plus any interest earned thereon.