Common use of Terms of Escrow Clause in Contracts

Terms of Escrow. 1.1 The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Shares, as well as blank stock powers with respect thereto, pursuant to the terms hereof. The Shares and blank stock powers will be held by the Escrow Agent in a secured location. 1.2 The Shares shall be issued to the Parties and released by the Escrow Agent as follows: (a) If under the terms and conditions set forth in the Notes, the Common Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send written notice to the Escrow Agent via facsimile at (000) 000-0000 (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party specified in the Request Notice. (b) Upon receipt of the Request Notice, the Escrow Agent shall send written notice (the “Release Notice”) to all Parties except the Requesting Party (the “Remaining Parties”), indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Escrow Agent shall release the Shares as provided for in the Request Notice. (c) In the event the Escrow Agent shall receive written objection from either or both of the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the Escrow Agent shall not release the Shares unless and until all of the Parties have sent written instruction (the “Instruction”) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction within five business days from the receipt of a written objection, Escrow Agent shall have the right, but not the obligation, to deposit the Shares with the clerk of a court in New York County, New York State and give written notice of such deposit to the Parties. Upon such deposit or other disbursement in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. The Escrow Agent shall not incur any liability whatsoever for acting upon any notice, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed by the Escrow Agent to be genuine and to be signed and presented by the proper person or persons. 1.3 The parties acknowledge that, although the Escrow Agent is holding the Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this contract on the part of Escrow Agent.

Terms of Escrow. 1.1 (a) The parties hereby agree to establish an escrow account with appoint the Escrow Agent whereby the Escrow Agent shall hold the Shares, as well as blank stock powers with respect thereto, pursuant to the terms hereof. The Shares and blank stock powers will be held by the Escrow Agent in a secured location. 1.2 The Shares shall be issued to the Parties and released by the Escrow Administrative Agent as follows: (a) If under escrow agent in accordance with the terms and conditions set forth in the Notesherein, the Common Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send written notice to the Escrow Agent via facsimile at (000) 000-0000 (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party specified in the Request Noticehereby accepts such appointment as escrow agent. (b) Upon receipt The Administrative Agent shall disburse all or any part of the Request NoticeEscrowed Shares as follows: any time the Administrative Agent receives (i) a written notification executed by a Grantor (or such Grantor’s successor interest to the Escrowed Shares), advising the Administrative Agent of a proposed Disposition (as defined below) of Escrowed Shares or other Restricted Disposition Proceeds, (ii) (subject to Section 4.5(a)(iii)) all Disposition Proceeds (as herein defined) paid or payable to Grantors in respect of such Escrowed Shares and, (iii) if other than cash, duly executed instruments of assignment and delivery, the Escrow Administrative Agent shall send immediately release such portion of the Escrowed Shares, subject as herein provided, as is specified in such written notice (to the “Release Notice”) to all Parties except the Requesting Party (the “Remaining Parties”), indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object Persons specified in writing within three business days of receiving the Release Notice, the Escrow Agent shall release the Shares as provided for in the Request Noticesuch written notice. (c) In the event the Escrow Agent shall receive written objection from either or both of the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the Escrow The Administrative Agent shall not release be responsible for the sufficiency or accuracy of the form of, or the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein, nor shall the Administrative Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority, or rights of the Persons executing or delivering or purporting to execute or deliver any document or property or this Agreement. (i) In its capacity as escrow agent, the Administrative Agent shall have no duties or responsibilities other than those expressly set forth herein and except as expressly set forth herein, shall have no duty to enforce any obligation of any Person, to make any payment or delivery of Disposition Proceeds, or to direct or cause any payment or delivery thereof, or to direct or cause any payment or delivery thereof to be made, or to enforce any obligation of any Person to perform any other act. The Administrative Agent shall be under no liability to any Person by reason of any failure on the part of any other Person to perform such Person’s obligations under any agreement involving or relating in any way to the Escrowed Shares unless and until or the disposition thereof by the Grantors. Except as provided in Section 1.2(b), the Administrative Agent shall not be obligated to recognize any agreement between any or all of the Parties have sent written instruction Grantors and any other Persons. (the “Instruction”ii) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction within five business days from the receipt of a written objection, Escrow Agent shall have the right, but not the obligation, to deposit the Shares with the clerk of a court in New York County, New York State and give written notice of such deposit to the Parties. Upon such deposit or other disbursement in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. The Escrow Administrative Agent shall not incur be liable to the Grantors or to any liability whatsoever other Person for any action taken or omitted by it in good faith and in the exercise of its own best judgment. The Administrative Agent may rely conclusively and shall be protected in acting upon any order, notice, direction, waiver, receipt, consentdemand, certificate, authorizationopinion or advice of counsel (including counsel chosen by the Administrative Agent), power of attorney statement, instrument, report or other paper or document purporting (not only as to its due execution and the validity and effectiveness of its provisions, but as to the acceptability and reliability of any information therein contained) which is believed by the Escrow Administrative Agent to be genuine and to be signed and or presented by the proper person Person or personsPersons. 1.3 (e) The parties acknowledge thatGrantors shall pay all income, although withholding and any other taxes imposed on or measured by income which are attributable to income from the Escrow Escrowed Shares and the Disposition Proceeds for the time all or any part thereof are held in escrow hereunder, and shall file all tax and information returns applicable thereto. To the extent that the Administrative Agent is holding becomes liable for the Sharespayment of taxes, including withholding taxes, in respect of income derived from the Escrowed Shares and Disposition Proceeds, the Escrow Administrative Agent may but shall not be obligated to pay such taxes. The Administrative Agent may withhold or offset from any amount payable by the Administrative Agent to the Grantors such amount as the Administrative Agent determines in its sole discretion to be sufficient to provide for the payment of such taxes; alternately any such amount paid by the Administrative Agent shall become a part of the Obligations. In addition, the Administrative Agent shall be indemnified and held harmless by the Grantors from and against any liability for such taxes and for any penalties or interest in respect of taxes on such investment income or payments in the manner provided in subparagraph (k) below. (f) The Administrative Agent is acting solely as a stakeholder at their request an escrow agent only with respect to the Escrowed Shares and for their convenience and that Escrow related Restricted Disposition Proceeds (as defined below). If any dispute arises as to whether the Administrative Agent is obligated to deliver the Escrowed Shares or as to whom the Escrowed Shares are to be delivered, the Administrative Agent shall not be liable required to either party make any delivery, but in such event the Administrative Agent may hold the Escrowed Shares until receipt by the Administrative Agent of the Disposition Proceeds and (i) instructions in writing, signed by all parties which have, or claim to have, an interest in the Escrowed Shares, directing the disposition of the Escrowed Shares, or (ii) in the absence of such writing, a final judgment from a court of competent jurisdiction or final binding arbitration award providing for the disposition of the Escrowed Shares. (g) The Administrative Agent shall be entitled to reimbursement from the Grantors for all expenses paid or incurred by the Administrative Agent in the administration of its duties hereunder, including, but not limited to, all attorneys’ fees, advisors’ and consultants’ fees and disbursements and all taxes or other governmental charges. (h) The Administrative Agent may resign as escrow agent at any act time and be discharged from its duties as escrow agent hereunder by giving the Grantors at least 30 days’ notice thereof. As soon as practicable after its resignation, the Administrative Agent shall turn over to a successor escrow agent appointed by it and the Grantors all Escrowed Shares held hereunder upon presentation of a document appointing the new escrow agent and its acceptance thereof. If no new escrow agent is so appointed within the 60-day period following such notice of resignation, the Administrative Agent may deposit the Escrowed Shares with any court it deems appropriate. (i) From time to time on and after the date hereof, including without limitation concurrently with the delivery of a written notice as provided in Section 1.02(b), the Grantors shall deliver or omission on its part unless taken or suffered in bad faith or in willful disregard cause to be delivered to the Administrative Agent such further documents and instruments and shall do and cause to be done such further acts as the Administrative Agent shall reasonably request to carry out more effectively the provisions and purposes of this contract on Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder. (j) It is agreed that the part Grantor shall retain all rights to dividends, all rights to vote and all other rights in respect of Escrow Agentownership of the Escrowed Shares, subject only to the Security Interest in the Disposition Proceeds Collateral (each as defined below); provided, that any certificated Restricted Equity Interests received as a dividend or other distribution in respect of Escrowed Shares shall be delivered to the Administrative Agent in escrow to be held pursuant to the terms of this Agreement. (k) EACH GRANTOR SHALL AND DOES HEREBY JOINTLY AND SEVERALLY INDEMNIFY AND HOLD THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS AND OTHER REVOLVING SECURED PARTIES AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT AND AFFILIATES (EACH AN “INDEMNITEE” AND COLLECTIVELY, THE “INDEMN1TEES”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, COSTS, DAMAGES, JUDGMENTS, ATTORNEYS FEES, EXPENSES, OBLIGATIONS AND LIABILITIES OF ANY KIND OR NATURE INCLUDING REASONABLE ATTORNEYS FEES AND EXPENSES INCURRED IN CONNECTION THEREWITH (“LIABILITIES”) WHICH ANY INDEMNITEE INCURS OR SUSTAINS, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES OF THE ADMINISTRATIVE AGENT HEREUNDER, THE ACTIONS OR OMISSIONS OF ANY INDEMNITEE IN CONNECTION WITH THIS AGREEMENT, THE ESCROWED SHARES AND/OR THE DISPOSITION PROCEEDS HELD BY THE ADMINISTRATIVE AGENT HEREUNDER OR ANY INCOME EARNED THEREFROM INCLUDING, WITHOUT LIMITATION, LIABILITIES WHICH ARISE IN WHOLE OR IN PART FROM THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT ON THE PART OF ANY INDEMNITEE BUT EXPRESSLY EXCLUDING THEREFROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH INDEMNITEE. THE FOREGOING INDEMNITY SHALL SURVIVE SATISFACTION OF THE OBLIGATIONS AND TERMINATION OF THIS AGREEMENT.

Terms of Escrow. 1.1 (a) The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Shares, as well as blank stock powers with respect thereto, pursuant Consideration in escrow until the earlier to occur of (i) the terms hereof. The Shares and blank stock powers will be held receipt by the Escrow Agent in a secured location. 1.2 The Shares shall be issued to of the Parties and released total amount of the Purchase Price from the Purchaser or (ii) the receipt by the Escrow Agent as follows:of a notice, executed by each of the Company and the Purchaser, stating that the Purchase Agreement has been terminated or otherwise directing the disposition of the Consideration. (ab) If under the terms and conditions set forth Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the Notesnotice referenced in clause (ii) of Section 2(a), then, the Common Stock Escrow Agent shall deliver as soon as practicable, but in no event later than three (3) business days, the Debentures, Warrants and the Ancillary Closing Documents executed by the Company to the Purchasers or the holders of the Warrants (the "Warrant Holders") or pursuant to their respective written instructions and shall deliver immediately to the Company the Purchase Agreement Price, (c) If the Escrow Agent receives the notice referenced in clause (ii) of Section 2(a) prior to its receipt of the items referenced in clause (i) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Debentures, Warrants and Redemption AgreementAncillary Closing Documents as specified in such notice. The parties agree that if such notice is silent as to the delivery of such items, a Party believes the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the Purchasers, (ii) the Debentures and Warrants to the Company and (iii) the Ancillary Closing Documents to the party that certain Shares may be released from delivered the same. ------------------------------------------------------------------------------- (d) If the Escrow Agent, prior to releasing the Escrow Shares to the Purchaser, receives a notice of objection pursuant to Section 2(e) of this Agreement, then such Party (the “Requesting Party”) shall send written notice to and only then, the Escrow Agent via facsimile at shall continue to hold the Escrow Shares until such time as the Escrow Agent shall receive (0001) 000-0000 written instructions jointly executed by the Purchasers and the Company, directing the release of the number of Escrow Shares to the Purchaser, or (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction directing the Escrow Agent to release and issue the Escrow Shares to any party hereto or as such judgment, order or decree shall otherwise specify (including any such order directing the Party specified in Escrow Agent to deposit the Request Notice. (b) Upon receipt Escrow Shares into the court rendering such order, pending determination of any dispute between any of the Request Noticeparties). In addition, the Escrow Agent shall send have the right to deposit any of the Consideration with a court of competent jurisdiction without liability to any party if said dispute is not resolved within thirty (30) days of receipt of any such notice of objection, dispute or otherwise. (e) At any time, and from time to time during the term of this Agreement, the Purchasers and/or the Warrant Holders may deliver to the Escrow Agent written notice (a "Notice of Conversion" or the “Release Notice”"Notice of Exercise") that it has elected to convert the Debentures registered in the names of such Purchasers, in whole or in part, in accordance with the terms of the Debentures (including, without limitation; giving the required notice to the Company and tendering to the Company the Debenture(s) to all Parties except the Requesting Party (the “Remaining Parties”be converted), indicating or that it has elected to exercise the Warrants registered in the names of such Warrant Holder, in whole or in part, in accordance with the terms of the Warrants (including, without limitation, giving the required notice to the Company and tendering to the Company the Warrant(s) to be exercised), and the Notice of Conversion to be in the form annexed as Exhibit A hereto and the Notice of Exercise to be in the form annexed as Exhibit B hereto. A fee of $350 shall accompany every Notice of Conversion or Notice of Exercise delivered to the Escrow Agent. The Notice of Conversion or Notice of Exercise shall be delivered by the Purchasers or the Warrant Holders, so that they are received by the Request Escrow Agent by 4:00 p.m. New York Time on the date of Conversion or Exercise. The Escrow Agent shall send the Notice of Conversion or Notice of Exercise to release the SharesCompany upon receipt via fax by the end of the Business Day. The Notice of Conversion or Notice of Exercise shall specify the number of Escrow Shares to be released by the Escrow Agent. The Company shall have one (1) Business Day from the transmission of the Conversion or Notice of Exercise by the Escrow Agent to object only to the calculation of the number of Escrow Shares to be released. If the Remaining Company falls to object to the calculation of the number of Escrow Shares to be released within said time, then the Company shall be deemed to have waived any objections to the calculation of the number of Escrow Shares set forth in the Purchasers' or Warrant Holders' Notice and directed Escrow Agent to release same. It being agreed that the Company's only basis for any objection hereunder shall be to the calculation of the number of Escrowed Shares to be released. In the event of such an objection, the Parties each do shall have one (1) Business Day to agree on the number of Escrow Shares to be released pursuant to said Conversion or Exercise. In the event that the Parties cannot object agree on the number of Escrow Shares to be released in writing said time, then the Company shall commence a legal action in the appropriate state or federal court in the State and County of New York, within three business days five (5) Business Days of receiving the Release Noticetransmittal of the Notice of Conversion or Notice of Exercise by the Escrow Agent to the Company. If the Company does not commence such legal action within said five (5) Business Days, the Escrow Agent shall release the Shares as provided for number of shares stated in the Request Notice. (c) In the event the Escrow Agent shall receive written objection from either Notice of Conversion or both Notice of the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the Escrow Agent shall not release the Shares unless and until all of the Parties have sent written instruction (the “Instruction”) Exercise to the Escrow Agent by facsimile at (000) 000-0000 indicating that ------------------------------------------------------------------------------- Purchaser and the Parties have reached an agreement concerning the Shares Company's objection shall be deemed withdrawn and instructing the Escrow Agent as to the disposition of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instructionwaived with prejudice. If the Escrow Agent does not receive an Instruction said objection notice within five business days the time period set forth above from the receipt of a written objectionCompany, the Escrow Agent shall have release from escrow and deliver to the rightPurchasers unlegended certificates or instruments representing the number of Escrow Shares issuable to the Purchasers or the Warrant Holders in accordance with such conversion or exercise on the second Business Days from the transmittal to the Company of the Notice of Conversion or the Notice of Exercise. In the event that the certificates evidencing the Escrow Shares held by the Escrow Agent are not in denominations appropriate for such delivery to the Purchasers or the Warrant Holders, the Escrow Agent shall request the Company to cause its transfer agent and registrar to reissue certificates in smaller denominations. The Escrow Agent shall, however, immediately release to the Purchasers or the Warrant Holders certificates representing such lesser number of shares as the denominations in its possession will allow that is closest to but no more than the actual number to be released to the Purchasers or the Warrant Holders. Upon receipt of the reissued shares in lesser denominations from the Company's transfer agent, the Escrow Agent shall release to the Purchasers or the War-rant Holders, the balance of the shares due to the Purchasers or the Warrant Holders. (f) The Escrow Agent agrees to notify in writing by facsimile the Company each time it releases Escrow Shares to the Purchasers or the Warrant Holders. Until any such release and notification to the Company, the Escrow Shares shall not be deemed to be validly issued and outstanding shares of capital stock of the obligationCompany. (g) The Company agrees that, at any time the conversion price of the Debentures is such that the number of Debenture Escrow Shares is less than 200% of the number of shares of Common Stock that would be needed to deposit satisfy full conversion of all of the Shares with Debentures given the clerk of a court in New York Countythen current conversion price (the 'Full Conversion Shares"), New York State and give upon five (5) days written notice of such deposit circumstance to the Parties. Upon such deposit or other disbursement in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. The Escrow Agent shall not incur any liability whatsoever for acting upon any notice, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed Company by the Purchasers and/or Escrow Agent Agent, it will issue additional share certificates, without legend and in the names of each of the Purchasers, and deliver same to be genuine and to be signed and presented by the proper person or persons. 1.3 The parties acknowledge that, although the Escrow Agent Agent, such that the new number of Debenture Escrow Shares is holding equal to 200% of the Full Conversion Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this contract on the part of Escrow Agent.

Terms of Escrow. 1.1 The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold all the Shares, documents mentioned in Paragraph 1 above until such time as well as blank stock powers it receives from MSI written notification and directions for delivery. Each such notice shall contain a sworn statement by MSI that the delivery is in accordance with respect thereto, pursuant to the terms hereof. The Shares and blank stock powers will be held by the Escrow Agent in a secured location. 1.2 The Shares shall be issued to the Parties and released by the Escrow Agent as follows: (a) If under the terms and conditions set forth in of the Notes, the Common aforementioned Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send written notice each and every condition precedent to the Escrow Agent via facsimile at (000) 000-0000 (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party delivery specified in said notification has been met or has been otherwise agreed to by the Request Notice. (b) Upon parties. Within ten days of receipt of the Request Noticeany such notice, the Escrow Agent shall send written notice (endorse the “Release Notice”) to all Parties except stock powers and deliver the Requesting Party (the “Remaining Parties”), indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Escrow Agent shall release the Shares certificates as provided for directed in the Request Notice. (c) notification. In the event the Escrow Agent shall receive written objection from either or both of the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the Escrow Agent shall not release the Shares unless and until all of the Parties have sent written instruction (the “Instruction”) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction a notification from MSI as provided herein within five business days from two years of the receipt of a written objectiondate hereof, the Escrow Agent shall have deliver all of the rightdocuments to MSI, but not the obligation, to deposit the Shares with the clerk of unless at that time there is an order from a court of competent jurisdiction enjoining such delivery, or upon written instructions by all the parties. In discharging its duties hereunder, the Escrow Agent may rely upon and shall be protected in New York Countyacting upon any written notice, New York State and give written notice of such deposit to the Parties. Upon such deposit certificate, waiver, consent or other disbursement instrument or document which it believes to be genuine; it shall not be required to verify any statement or information contained therein and all such statements and information shall, as to it, be conclusively presumed to be complete and accurate in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunderrespects. The Escrow Agent shall not incur be liable for any liability whatsoever error of judgment or for acting upon any noticeact done or omitted in good faith, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed by the except that it shall be liable for its own willful misconduct. The Escrow Agent may consult with and obtain legal advice from legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be genuine and to be signed and presented by protected in acting in accordance with the proper person or persons. 1.3 opinion of such counsel. The parties acknowledge that, although the Escrow Agent is holding the Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not have the right to seek instructions from a court of competent jurisdiction if it deems such course to be liable appropriate. The Escrow Agent shall be entitled to either party reasonable compensation for its services hereunder and reimbursement for any act or omission on out-of-pocket expenses incurred in connection with its part unless taken or suffered in bad faith or in willful disregard of this contract on the part of Escrow Agentduties hereunder, such compensation and reimbursement to be paid equally by MSP and MSI.

Terms of Escrow. 1.1 4.1 The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the SharesEscrow Fund (or any then remaining portion thereof), as well as blank stock powers with respect thereto, subject to any earlier releases of any portion of the Escrow Fund pursuant to Section 4.4 below, in escrow until that the terms hereof. The Shares and blank stock powers will be held by date on which the Escrow Agent in a secured location. 1.2 The Shares shall be issued receives instructions to terminate the Parties escrow and released distribute the Escrow Fund signed by Buyer and the Stockholders, or, if the Escrow Agent as follows: has not received such instructions, the Escrow Fund shall be released and paid out on the eighteen (18th) month anniversary of the Stock Purchase Agreement; provided, however, that the Escrow Fund shall be net of (a) If any amounts paid in connection with the Stockholders’ indemnification obligations under the terms Stock Purchase Agreement, and conditions set forth (b) any amounts claimed in any Indemnification Claim Notice which have not been resolved at the Notes, time of such payment (such amount being referred to as the Common "Disputed Claim Amount"). 4.2 Within three (3) Business Days after the date of the eighteen (18th) month anniversary of the Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send written notice to the Escrow Agent via facsimile at (000) 000-0000 (the “Request Notice”). Such Request Notice which shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party specified in the Request Notice. (b) Upon receipt of the Request Notice, the Escrow Agent shall send written notice (the “Release Notice”) to all Parties except the Requesting Party (the “Remaining PartiesDate”), indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Escrow Agent shall release from escrow to the Shares Stockholders all or any then remaining portion of the Escrow Fund, less the Disputed Claim Amount, if applicable. The Escrow Agent shall in all events release all of the remaining Escrow Fund (including the Disputed Claim Amount) on or before that date that shall be three (3) months after the Release Date (the "Disputed Claim Release Date") unless on or prior to the Disputed Claim Release Date, the parties to this Agreement (other than the Escrow Agent) shall have (i) resolved any dispute by settlement and provided the Escrow Agent with mutually executed delivery instructions with respect to the portion of the Escrow Fund then held by the Escrow Agent, of (ii) any party shall have commenced a legal action or arbitration to resolve such dispute, in which case the Escrow Agent shall continue to hold any then remaining portion of the Escrow Fund (including the Disputed Claim Amount) until such action or arbitration is concluded. 4.3 The Escrow Fund, or any beneficial interest therein, may not be pledged, sold, assigned or transferred, including by operation of law, by any Stockholders or be taken or reached by any legal or equitable process in satisfaction of debt or other liability of any Stockholders, prior to the delivery to the Stockholders of the Escrow Fund by the Escrow Agent as provided for in the Request Noticeherein. (cA) At any time after the Closing, Buyer may give written notice to the Stockholders and Escrow Agent that Buyer claims all or any part of the Escrow Fund in satisfaction of any damages for which Buyer is entitled to be indemnified pursuant to the Stock Purchase Agreement (such claim is herein referred to as an "Indemnification Claim" and any such written notice of a claim is hereinafter referred to as an "Indemnification Claim Notice"). The Indemnification Claim Notice shall set forth in reasonable detail: (i) the nature of the Indemnification Claim; and (ii) the amount of the Indemnification Claim (hereinafter referred to as the "Indemnification Claim Amount"). In the event Buyer gives any Indemnification Claim Notice to Escrow Agent, Buyer shall also give such Notice to the Stockholders at the same time such Notice is given to the Escrow Agent. (B) Within fifteen (15) calendar days following receipt of an Indemnification Claim Notice which specifies the amount of the Indemnification Claim, Escrow Agent shall charge the Escrow Fund for the Indemnification Claim Amount and pay to Buyer the Indemnification Claim Amount unless Escrow Agent receives a written notice from the Stockholders (the“Stockholders' Notice") objecting to such charge and payment and disputing the Indemnification Claim. The Stockholders’ Notice shall be given to Buyer and Buyer's counsel at the same time the Stockholders’ Notice is given to the Escrow Agent, and shall set forth (i) the amount of the Indemnification Claim Amount in dispute, (ii) the amount of the Indemnification Claim not in dispute, and (iii) in reasonable detail the basis for the dispute. (C) In the event the Escrow Agent shall receive written objection from either or both of the Remaining Parties within three business days from such Party’s receipt of the Release Noticea dispute, the Escrow Agent shall not release the Shares unless and until all pay to Buyer that portion of the Parties have sent written instruction Indemnification Claim Amount which is not in dispute, if any, and Buyer and the Stockholders shall use reasonable efforts to mutually resolve the dispute within ten (the “Instruction”10) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition days of Buyer's receipt of the SharesStockholders’ Notice. The Escrow Agent shall release In the Shares in event such manner as set forth in the Instruction. If the Escrow Agent resolution does not receive an Instruction occur within five business days from said ten-day time period, the receipt of a written objectiondispute shall be promptly submitted to binding arbitration, Escrow Agent shall have the right, but not the obligation, to deposit the Shares with the clerk of a court in New York County, New York State and give written notice of such deposit to the Parties. Upon such deposit or other disbursement conducted in accordance with the terms Commercial Rules of this Agreementthe American Arbitration Association, Escrow Agent to determine which Party is entitled to the disputed portion of the Indemnification Claim Amount; provided, however, that if the disputed amount is greater than $500,000, either Party shall be relieved have the option, prior to the commencement of arbitration proceedings, to pursue and discharged from all further obligations obtain resolution of such dispute and responsibilities hereunderdetermination through litigation. The Escrow Agent disputed portion of the Indemnification Claim Amount shall not incur any liability whatsoever for acting upon any notice, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed then be paid by the Escrow Agent pursuant to be genuine and to be signed and presented by the proper person arbitrators' award or personsjudgment of the court, as the case may be. In resolving such dispute, the arbitrator or the court, as the case may be, shall determine the "prevailing party" for purposes of Section 12.5 below. 1.3 The parties acknowledge that, although (D) Any amount paid to Buyer from the Escrow Agent is holding Fund pursuant to the Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard foregoing provisions of this contract on Agreement shall be deemed a reduction in the part of Escrow AgentPurchase Price.

Terms of Escrow. 1.1 The parties hereby agree (a) At any time that the Holder is permitted to establish an escrow account with convert the shares of Preferred Stock, and from time to time during the term of this Agreement, the Holder may deliver to the Escrow Agent whereby written notice (a "Conversion Notice") that it has elected to convert the shares of Preferred Stock registered in the name of such Holder, in whole or in part, the Conversion Notice to be in the form annexed as Exhibit A attached hereto. A copy of the Conversion Notice shall be delivered by the Holder to the Company simultaneously, 2 and evidence of such delivery to the Company shall be provided to the Escrow Agent shall hold the Shares, as well as blank stock powers with respect thereto, pursuant to the terms hereofAgent. The Conversion Notice shall specify the number of Escrowed Shares and blank stock powers will to be held by the Escrow Agent in a secured location. 1.2 The Shares shall be issued to the Parties and released by the Escrow Agent as follows: (a) If under the terms and conditions set forth in the NotesAgent; provided, the Common Stock Purchase Agreement and Redemption Agreementhowever, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send written notice to the Escrow Agent via facsimile at (000) 000-0000 (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party specified in the Request Notice. (b) Upon receipt of the Request Notice, the Escrow Agent shall send written notice (the “Release Notice”) to all Parties except the Requesting Party (the “Remaining Parties”), indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Escrow Agent shall release the Shares as provided for in the Request Notice. (c) In the event the Escrow Agent shall receive written objection from either or both of the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the Escrow Agent shall not release any Escrowed Shares to the Shares Holder unless and until all (i) a registration statement with respect to the resale of the Parties have sent written instruction Escrowed Shares is then in effect (as represented by the Holder in the Conversion Notice), or (ii) such Holder makes the representations contained in the Conversion Notice relating to the exemption from the registration requirements under the United States Securities Act of 1933, as amended (the “Instruction”"Securities Act"), and Regulation S promulgated thereunder with respect to the resale of the Escrowed Shares. Provided that the Escrow Agent has not, within one (1) business day after the date of the Conversion Notice (the "Dispute Period"), received written notice (a "Dispute Notice") from the Company that it objects to the release of Escrowed Shares in accordance with the Conversion Notice, the Escrow Agent will release from escrow and deliver to the Holder certificates or instruments representing the number of Escrowed Shares issuable to the Holder in accordance with such conversion or exercise; provided, however, that if the certificates evidencing the Escrowed Shares held by the Escrow Agent are not in denominations appropriate for such delivery to the Holder, the Escrow Agent shall request the Company to cause its transfer agent and registrar to reissue such certificates in appropriate denominations; and provided further, however, that the Escrow Agent shall have no liability, obligation or responsibility with respect to any such reissuance. If the Company delivers a Dispute Notice to the Escrow Agent by facsimile at (000) 000-0000 indicating that during the Parties have reached an agreement concerning the Shares and instructing Dispute Period, the Escrow Agent as shall forward a copy of such Dispute Notice to the disposition Holder, and shall continue to hold the Escrowed Shares which are the subject of the Conversion Notice and otherwise act in accordance with the provisions hereof. (b) If, at any time during the term of this Agreement, the Company exercises its right to redeem the Preferred Stock in accordance with its terms, the Company may so notify the Escrow Agent in writing (the "Redemption Notice"). A copy of such Redemption Notice shall be delivered to the Holder simultaneously, and evidence of such delivery shall be provided to the Escrow Agent. Provided that the Escrow Agent has not, within ten (10) business days after the date of the Redemption Notice (the "Redemption Dispute Period") received written notice (the "Redemption Dispute Notice") from the Holder that it disputes the claim of redemption, the Escrow Agent shall, as soon as practicable after the expiration of the Redemption Dispute Period, deliver to the Company any Escrowed Shares (and the certificates or other instruments representing such Escrowed Shares) then being held in escrow pursuant hereto. The If the Holder delivers a Redemption Dispute Notice to the Escrow Agent during the Redemption Dispute Period, the Escrow Agent shall release continue to hold the Escrowed Shares then being held in such manner as set forth escrow and otherwise act in accordance with the Instruction. If provisions of Section 2(e) hereof. (c) Without limiting or affecting any other provisions of this Agreement, if, at any time while it continues to hold any Escrowed Shares pursuant hereto, the Escrow Agent does not receives notice of objection, dispute, or other assertion in accordance with or affecting any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Escrowed Shares until such time as the Escrow Agent shall receive an Instruction within five business days from (i) written instructions jointly executed by the receipt Holder and the Company, directing distribution of the Escrowed Shares, or (ii) a certified copy of a written objectionjudgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Escrowed Shares to any party hereto or as such judgment, order or decree shall otherwise specify (including any such order directing the Escrow Agent to deposit the Escrowed Shares into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the absolute right, but not the obligationat any time, to deposit any of the Escrowed Shares with the clerk of a court in New York County, New York State and give written notice of such deposit competent jurisdiction pursuant to the Parties. Upon such deposit or other disbursement in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. The Escrow Agent shall not incur any liability whatsoever for acting upon any notice, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed by the Escrow Agent to be genuine and to be signed and presented by the proper person or persons. 1.3 The parties acknowledge that, although the Escrow Agent is holding the Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this contract on the part of Escrow Agent.Section 1006

Terms of Escrow. 1.1 (a) The parties hereby agree Deposit shall be held by Escrow Agent in escrow in a JP Morgan Prime Money Market Fund. Any interest accrued on the Deposix xxxxx xe paid to establish an escrow account whichever party is entitled to the Deposit in accordance with the provisions of this Agreement, provided that if this transaction closes, fifty percent (50%) of the interest shall be paid to Seller and fifty percent (50%) of the interest shall be paid to Purchaser. The Deposit shall be held and disbursed by Escrow Agent whereby in the following manner: (i) to Seller upon consummation of the closing; or (ii) to Seller upon receipt of written demand therefor, stating that Purchaser has defaulted in the performance of Purchaser's obligations under this Agreement beyond any applicable cure period and the facts and circumstances underlying such default; provided, however, that Escrow Agent shall hold not honor such demand until at least ten (10) days after it has sent a copy of such demand to Purchaser, nor thereafter if Escrow Agent shall have received written notice of objection from Purchaser in accordance with the Sharesprovisions of clause (b) of this Section 2.4; or (iii) to Purchaser upon receipt of written demand therefor, as well as blank stock powers with respect thereto, stating that either (x) this Agreement has been terminated pursuant to a provision hereof which states that Purchaser is entitled to the terms hereof. The Shares Deposit upon termination, and blank stock powers will be held certifying the basis for such termination, or (y) Seller has defaulted in performance of its obligations under this Agreement and the facts and circumstances underlying such default; provided, however, that, except in the case of a termination by the Purchaser pursuant to Section 4.1, Escrow Agent in shall not honor such demand until at least ten (10) days after it has sent a secured location. 1.2 The Shares shall be issued copy of such demand to the Parties and released by the Seller, nor thereafter if Escrow Agent as follows: (a) If under the terms and conditions set forth in the Notes, the Common Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send have received written notice of objection from Seller in accordance with the provisions of clause (b) of this Section 2.4. In the event of a termination by Purchaser pursuant to the Section 4.1, Escrow Agent via facsimile at (000) 000-0000 (shall promptly remit the “Request Notice”). Such Request Notice shall constitute irrevocable instructions Deposit to the Escrow Agent to release and issue the Shares to the Party specified in the Request NoticePurchaser. (b) Upon receipt of written demand for the Request NoticeDeposit by Purchaser or Seller pursuant to clauses (ii) or (iii) of Section 2.4(a), the Escrow Agent shall promptly send a copy thereof to the other party. Except in the case of a termination pursuant to Section 4.1, the other party shall have the right to object to the delivery of the Deposit by sending written notice of such objection to Escrow Agent within the five (5) days after Escrow Agent delivers a copy of the “Release Notice”) written demand to all Parties except the Requesting Party (objecting party but not thereafter. Such notice shall set forth the “Remaining Parties”)basis for objecting to the delivery of the Deposit. Upon receipt of such notice, indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Escrow Agent shall release promptly send a copy thereof to the Shares as provided for in party who made the Request Noticewritten demand. (c) In the event of any dispute between the parties regarding the Deposit, Escrow Agent, at its option, may disregard all instructions received and either (i) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of this fact in writing by both Seller and Purchaser, or Escrow Agent is otherwise instructed by a final unappealable judgment of a court of competent jurisdiction, or (ii) deposit the Deposit with a court of competent jurisdiction (whereupon Escrow Agent shall receive written objection be released and relieved of any and all liability and obligations hereunder from either or both and after the date of such deposit). (d) In the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the event Escrow Agent shall not release be uncertain as to its duties or rights hereunder or shall receive conflicting instructions, claims or demands from the Shares unless and until all parties hereto, or instructions which conflict with any of the Parties have sent written instruction (the “Instruction”) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition provisions of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction within five business days from the receipt of a written objectionthis Agreement, Escrow Agent shall have the right, be entitled (but not obligated) to refrain from taking any action other than to keep safely the obligationDeposit until Escrow Agent shall be instructed otherwise in writing signed by both Seller and Purchaser, to deposit the Shares with the clerk or by final judgment of a court of competent jurisdiction. (e) Escrow Agent may rely upon, and shall be protected in New York Countyacting or refraining from acting upon, New York State any written notice, instruction or request furnished to it hereunder and give written notice believed by it to be genuine and to have been signed or presented by the proper party or parties, provided that any modification of this Agreement shall be signed by Escrow Agent, Purchaser and Seller. (f) Seller and Purchaser shall jointly and severally hold Escrow Agent harmless against any loss, damage, liability or expense incurred by Escrow Agent not caused by its willful misconduct or gross negligence, arising out of or in connection with its entering into this Agreement and the carrying out of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability or participating in any legal proceeding. Escrow Agent may consult with counsel of its choice, and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such deposit counsel. (g) Seller and Purchaser shall share equally the responsibility for reimbursement to Escrow Agent of all out-of-pocket expenses, disbursements and advances (including reasonable attorneys' fees) incurred or made by Escrow Agent in connection with the Parties. Upon such deposit or other disbursement carrying out of its duties hereunder. (h) Escrow Agent's agreements and obligations hereunder shall terminate and Escrow Agent shall be discharged from further duties and obligations hereunder upon final payment of the Deposit in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. The Escrow Agent shall not incur any liability whatsoever for acting upon any notice, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed by the Escrow Agent to be genuine and to be signed and presented by the proper person or persons. 1.3 The parties acknowledge that, although the Escrow Agent is holding the Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this contract on the part of Escrow Agent.

Terms of Escrow. 1.1 (a) The parties hereby agree to establish Deposit shall be held by Escrow Agent in escrow in an escrow interest bearing account with Fleet National Bank. Any interest accrued on the Deposit shall be paid to whichever party is entitled to the Deposit in accordance with the provisions of this Agreement, except that if the closing of title occurs, interest on the Deposit shall be paid to Purchaser on the Closing Date. The Deposit shall be held and disbursed by Escrow Agent whereby in the following manner: (i) to Seller upon consummation of the closing; or (ii) to Seller upon receipt of written demand therefor, stating that either (x) this Agreement has been terminated pursuant to a provision herein which states that Seller is entitled to the Deposit upon termination, and certifying the basis for such termination or (y) Purchaser has defaulted in the performance of Purchaser’s obligations under this Agreement and the facts and circumstances underlying such default; provided, however, that Escrow Agent shall hold not honor such demand until at least five (5) days after it has sent a copy of such demand to Purchaser, nor thereafter if Escrow Agent shall have received written notice of objection from Purchaser in accordance with the Sharesprovisions of clause (b) of this Section 2.4; or (iii) to Purchaser upon receipt of written demand therefor, as well as blank stock powers with respect thereto, stating that either (x) this Agreement has been terminated pursuant to a provision hereof which states that Purchaser is entitled to the terms hereof. The Shares Deposit upon termination, and blank stock powers will be held by certifying the basis for such termination, or (y) Seller has defaulted in performance of Seller’s obligations under this Agreement and the facts and circumstances underlying such default; provided, however, that, Escrow Agent in shall not honor such demand until at least five (5) days after it has sent a secured location. 1.2 The Shares shall be issued copy of such demand to the Parties and released by the Seller, nor thereafter if Escrow Agent as follows: (a) If under the terms and conditions set forth in the Notes, the Common Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send have received written notice to of objection from Seller in accordance with the Escrow Agent via facsimile at provisions of clause (000b) 000-0000 (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party specified in the Request Noticeof this Section 2.4. (b) Upon receipt of written demand for the Request NoticeDeposit by Purchaser or Seller pursuant to clauses (ii) or (iii) of Section 2.4(a), the Escrow Agent shall promptly send a copy thereof to the other party. The other party shall have the right to object to the delivery of the Deposit by sending written notice of such objection to Escrow Agent within the greater of five (5) days or three (3) Business Days after Escrow Agent delivers a copy of the “Release Notice”) written demand to all Parties except the Requesting Party (objecting party but not thereafter. Such notice shall set forth the “Remaining Parties”)basis for objecting to the delivery of the Deposit. Upon receipt of such notice, indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Escrow Agent shall release promptly send a copy thereof to the Shares as provided for in party who made the Request Noticewritten demand. (c) In the event of any dispute between the parties regarding the Deposit, Escrow Agent, at its option, may disregard all instructions received and either (i) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of this fact in writing by both Seller and Purchaser, or Escrow Agent is otherwise instructed by a final unappealable judgment of a court of competent jurisdiction, or (ii) deposit the Deposit with a court of competent jurisdiction (whereupon Escrow Agent shall receive written objection be released and relieved of any and all liability and obligations hereunder from either or both and after the date of such deposit). (d) In the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the event Escrow Agent shall not release be uncertain as to its duties or rights hereunder or shall receive conflicting instructions, claims or demands from the Shares unless and until all parties hereto, or instructions which conflict with any of the Parties have sent written instruction (the “Instruction”) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition provisions of the Shares. The this Agreement, Escrow Agent shall release be entitled (but not obligated) to refrain from taking any action other than to keep safely the Shares in such manner as set forth in the Instruction. If the Deposit until Escrow Agent shall be instructed otherwise in writing signed by both Seller and Purchaser, or by final judgment of a court of competent jurisdiction. (e) Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties, provided that any modification of this Agreement shall be signed by Escrow Agent, Purchaser and Seller. (f) Seller and Purchaser shall jointly and severally hold Escrow Agent harmless against any loss, damage, liability or expense incurred by Escrow Agent not caused by its willful misconduct or gross negligence arising out of or in connection with its entering into this Agreement and the carrying out of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability or participating in any legal proceeding. Purchaser and Seller acknowledge that the amount of the Deposit to be deposited by Escrow Agent with Fleet National Bank exceeds the amount which is insured under applicable law. Purchaser and Seller shall hold Escrow Agent harmless from and against the loss of all or part of the Deposit by Fleet National Bank, provided such loss does not receive an Instruction within five business days arise out of the gross negligence or willful misconduct of Escrow Agent. (g) Escrow Agent may resign at will and be discharged from its duties or obligations hereunder by giving notice in writing of such resignation specifying a date when such resignation shall take effect; provided, however, that (i) prior to such resignation a substitute escrow agent is approved in writing by Seller and Purchaser, which approval shall not be unreasonably withheld or delayed, or (ii) Escrow Agent shall deposit the receipt Deposit with a court of a written objectioncompetent jurisdiction. After such resignation, Escrow Agent shall have no further duties or liability hereunder. (h) Purchaser and Seller, jointly, shall have the right, but not right to terminate the obligation, appointment of Escrow Agent hereunder by giving to deposit the Shares with the clerk of a court in New York County, New York State and give written it notice of such deposit to termination, specifying the Partiesdate upon which such termination shall take effect and designating a replacement Escrow Agent, who shall sign a counterpart of this Agreement. Upon demand of such deposit successor Escrow Agent, the Deposit shall be turned over and delivered to such successor Escrow Agent, who shall thereupon be bound by all of the provisions hereof. (i) Seller and Purchaser shall share equally the responsibility for reimbursement to Escrow Agent of all out of pocket expenses, disbursements and advances (including reasonable attorneys fees) incurred or other disbursement made by Escrow Agent in connection with the carrying out of its duties hereunder. (j) Escrow Agent’s agreements and obligations hereunder shall terminate and Escrow Agent shall be discharged from further duties and obligations hereunder upon final payment of the Deposit in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. The Escrow Agent shall not incur any liability whatsoever for acting upon any notice, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed by the Escrow Agent to be genuine and to be signed and presented by the proper person or persons. 1.3 The parties acknowledge that, although the Escrow Agent is holding the Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard provisions of this contract on Section 2.4 shall survive the part termination of Escrow Agentthis Agreement.

Terms of Escrow. 1.1 (a) The parties hereby agree Deposit shall be held by Escrow Agent in escrow in an interest bearing account. Any interest accrued on the Deposit shall be paid to establish an escrow account whichever party is entitled to the Deposit in accordance with the provisions of this Agreement, provided that if this transaction closes, fifty percent (50%) of the interest shall be paid to Sellers and fifty percent (50%) of the interest shall be paid to Purchaser. The Deposit shall be held and disbursed by Escrow Agent whereby in the following manner: (i) to Sellers upon consummation of the closing; or (ii) to Sellers upon receipt of written demand therefor, stating that Purchaser has defaulted in the performance of Purchaser's obligations under this Agreement beyond any applicable cure period and the facts and circumstances underlying such default; provided, however, that Escrow Agent shall hold not honor such demand until at least ten (10) days after it has sent a copy of such demand to Purchaser, nor thereafter if Escrow Agent shall have received written notice of objection from Purchaser in accordance with the Sharesprovisions of clause (b) of this Section 2.8; or (iii) to Purchaser upon receipt of written demand therefor, as well as blank stock powers with respect thereto, stating that either (x) this Agreement has been terminated pursuant to a provision hereof which states that Purchaser is entitled to the terms hereof. The Shares Deposit upon termination, and blank stock powers will be held certifying the basis for such termination, or (y) a Seller has defaulted in performance of its obligations under this Agreement and the facts and circumstances underlying such default; provided, however, that, except in the case of a termination by the Purchaser pursuant to Section 4.1, Escrow Agent in shall not honor such demand until at least ten (10) days after it has sent a secured location. 1.2 The Shares shall be issued copy of such demand to the Parties and released by the Sellers, nor thereafter if Escrow Agent as follows: (a) If under the terms and conditions set forth in the Notes, the Common Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send have received written notice of objection from Sellers in accordance with the provisions of clause (b) of this Section 2.8. In the event of a termination by Purchaser pursuant to the Section 4.1, Escrow Agent via facsimile at (000) 000-0000 (shall promptly remit the “Request Notice”). Such Request Notice shall constitute irrevocable instructions Deposit to the Escrow Agent to release and issue the Shares to the Party specified in the Request NoticePurchaser. (b) Upon receipt of written demand for the Request NoticeDeposit by Purchaser or Sellers pursuant to clauses (ii) or (iii) of Section 2.8(a), the Escrow Agent shall promptly send a copy thereof to the other party. Except in the case of a termination pursuant to Section 4.1, the other party shall have the right to object to the delivery of the Deposit by sending written notice of such objection to Escrow Agent within the five (5) days after Escrow Agent delivers a copy of the “Release Notice”) written demand to all Parties except the Requesting Party (objecting party but not thereafter. Such notice shall set forth the “Remaining Parties”)basis for objecting to the delivery of the Deposit. Upon receipt of such notice, indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Escrow Agent shall release promptly send a copy thereof to the Shares as provided for in party who made the Request Noticewritten demand. (c) In the event of any dispute between the parties regarding the Deposit, Escrow Agent, at its option, may disregard all instructions received and either (i) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of this fact in writing by both Seller and Purchaser, or Escrow Agent is otherwise instructed by a final unappealable judgment of a court of competent jurisdiction, or (ii) deposit the Deposit with a court of competent jurisdiction (whereupon Escrow Agent shall receive written objection be released and relieved of any and all liability and obligations hereunder from either or both and after the date of such deposit). (d) In the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the event Escrow Agent shall not release be uncertain as to its duties or rights hereunder or shall receive conflicting instructions, claims or demands from the Shares unless and until all parties hereto, or instructions which conflict with any of the Parties have sent written instruction (the “Instruction”) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition provisions of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction within five business days from the receipt of a written objectionthis Agreement, Escrow Agent shall have the right, be entitled (but not obligated) to refrain from taking any action other than to keep safely the obligationDeposit until Escrow Agent shall be instructed otherwise in writing signed by both Sellers and Purchaser, to deposit the Shares with the clerk or by final judgment of a court of competent jurisdiction. (e) Escrow Agent may rely upon, and shall be protected in New York Countyacting or refraining from acting upon, New York State any written notice, instruction or request furnished to it hereunder and give written notice believed by it to be genuine and to have been signed or presented by the proper party or parties, provided that any modification of this Agreement shall be signed by Escrow Agent, Purchaser and Sellers. (f) Sellers and Purchaser shall jointly and severally hold Escrow Agent harmless against any loss, damage, liability or expense incurred by Escrow Agent not caused by its willful misconduct or gross negligence, arising out of or in connection with its entering into this Agreement and the carrying out of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability or participating in any legal proceeding. Escrow Agent may consult with counsel of its choice, and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such deposit counsel. (g) Sellers and Purchaser shall share equally the responsibility for reimbursement to Escrow Agent of all out-of-pocket expenses, disbursements and advances (including reasonable attorneys' fees) incurred or made by Escrow Agent in connection with the Parties. Upon such deposit or other disbursement carrying out of its duties hereunder. (h) Escrow Agent's agreements and obligations hereunder shall terminate and Escrow Agent shall be discharged from further duties and obligations hereunder upon final payment of the Deposit in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. The Escrow Agent shall not incur any liability whatsoever for acting upon any notice, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed by the Escrow Agent to be genuine and to be signed and presented by the proper person or persons. 1.3 The parties acknowledge that, although the Escrow Agent is holding the Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this contract on the part of Escrow Agent.

Terms of Escrow. 1.1 3.1 The parties hereby agree to establish an escrow account with Company and the Security Holders direct the Escrow Agent whereby not to release or otherwise deal with the Escrow Agent shall hold the Shares, as well as blank stock powers with respect thereto, pursuant to the terms hereof. The Pooled Shares and blank stock powers will be the other documents held by the Escrow Agent in a secured location. 1.2 The Shares shall be issued to the Parties and released by the Escrow Agent as follows: (a) If escrow under the terms and conditions set forth in the Notes, the Common Stock Purchase this Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send written notice to the Escrow Agent via facsimile at (000) 000-0000 (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party specified in the Request Notice. (b) Upon receipt of the Request Notice, the Escrow Agent shall send written notice (the “Release Notice”) to all Parties except the Requesting Party (the “Remaining Parties”), indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Escrow Agent shall release the Shares as provided for in the Request Notice. (c) In the event the Escrow Agent shall receive written objection from either or both of the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the Escrow Agent shall not release the Shares unless and until all of the Parties have sent written instruction (the “Instruction”) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction within five business days from the receipt of a written objection, Escrow Agent shall have the right, but not the obligation, to deposit the Shares with the clerk of a court in New York County, New York State and give written notice of such deposit to the Parties. Upon such deposit or other disbursement in accordance with the terms of this Agreement. 3.2 Unless otherwise directed in a notice in writing executed by the Company and each of the Security Holders, the Escrow Agent shall will release the Pooled Shares proportionately to the Security Holders and deliver certificates for the Pooled Shares so released to the Security Holders on the following amounts and at the following times, with the Closing Date being the date of completion of the Proposed Transaction: • In respect of the 3,874,537 Transaction Shares held by MK Gold Company: Closing Date Nil Closing Date + 3 months Nil Closing Date + 6 months 15 % Closing Date + 9 months 15 % Closing Date + 12 months 15 % Closing Date + 15 months 15 % Closing Date + 18 months 40 % • In respect of the 2,712,178 Transaction Shares held by the remaining “non-principals” of the Resulting Issuer: Closing Date Nil Closing Date + 6 months 20 % Closing Date + 9 months 20 % Closing Date + 12 months 60 % where Final Exchange Notice refers to the notice issued by the TSX Venture Exchange confirming final acceptance of the transaction; 3.3 Any Pooled Shares released by the Escrow Agent pursuant to the terms of this Agreement will cease to be relieved and discharged from all further obligations and responsibilities hereunder. governed or affected by this Agreement. 3.4 The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not incur be bound in any liability whatsoever for acting upon way by: (a) any notice, direction, notice of a claim or demand with respect thereto or any waiver, receiptmodification, consentamendment, certificatetermination or rescission of this Agreement unless received in writing and signed by the Company and the Security Holders, authorizationand, power of attorney if its duties herein are affected, unless it shall have given its prior written consent thereto; or (b) any other contract or other paper agreement between the Company and the Security Holders whether or document purporting and believed by not the Escrow Agent to be genuine has knowledge thereof or of its terms and to be signed and presented by the proper person or personsconditions. 1.3 The parties acknowledge that, although the Escrow Agent is holding the Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this contract on the part of Escrow Agent.

Terms of Escrow. 1.1 The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold all the Shares, documents mentioned in Par agraph 1 above until such time as well as blank stock powers it receives from MSI written notification and directions for delivery. Each such notice shall contain a sworn statement by MSI that the delivery is in accordance with respect thereto, pursuant to the terms hereof. The Shares and blank stock powers will be held by the Escrow Agent in a secured location. 1.2 The Shares shall be issued to the Parties and released by the Escrow Agent as follows: (a) If under the terms and conditions set forth in of the Notes, the Common Stock aforementioned Asset Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send written notice each and every condition precedent to the Escrow Agent via facsimile at (000) 000-0000 (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party delivery specified in said notification has been met or has been otherwise agreed to by the Request Notice. (b) Upon Parties. Within 10 days of receipt of the Request Noticeany such notice, the Escrow Agent shall send written notice (endorse the “Release Notice”) to all Parties except stock powers and deliver the Requesting Party (the “Remaining Parties”), indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Escrow Agent shall release the Shares certificates as provided for directed in the Request Notice. (c) notification. In the event the Escrow Agent shall receive written objection from either or both of the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the Escrow Agent shall not release the Shares unless and until all of the Parties have sent written instruction (the “Instruction”) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction a notification from MSI as provided her ein within five business days from two years of the receipt of a written objectiondate hereof, the Escrow Agent shall have deliver the rightcertificate for the MSI Shares to Frank E. Brown and Eunice Broxx, but not xxxx xxxxx powex xxxxxxxx, and shall deliver the obligationcertificate for the MSPR Shares to MSI, to deposit the Shares with the clerk of stock power attached, unless at that time there is an order from a court in New York County, New York State and give of competent jurisdiction enjoining such delivery or there are other written notice instructions by all of such deposit to the Parties. Upon such deposit In discharging the Escrow Agent's duties hereunder, the Escrow Agent may rely upon and shall be protected in acting upon any written notice, certificate, waiver, consent or other disbursement in accordance with instrument or document which the terms of this Agreement, Escrow Agent believes to be genuine; the Escrow Agent shall not be relieved required to verify any statement or information contained therein and discharged from all further obligations such statements and responsibilities hereunderinformation shall, as to the Escrow Agent, be conclusively presumed to be complete and accurate in all respects. The Escrow Agent shall not incur be liable for any liability whatsoever error of judgment or for acting upon any noticeact done or omitted in good faith, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed by except that the Escrow Agent shall be liable for the Escrow Agent's own willful misconduct. The Escrow Agent may consult with and obtain legal advice from legal counsel in the event of any dispute or question as to be genuine the construction of any of the provisions hereof or the Escrow Agent's duties hereunder, and to be signed and presented by the proper person or persons. 1.3 The parties acknowledge that, although the Escrow Agent is holding shall incur no liability and shall be protected in acting in accordance with the Shares, opinion of such counsel. The Escrow Agent shall have the right to seek instructions from a court of competent jurisdiction if the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that deems such course to be appropriate. The Escrow Agent shall not be liable entitled to either party reasonable compensation for the Escrow Agent's services hereunder and reimbursement for any act or omission on out-of-pocket expenses incurred in connection with its part unless taken or suffered in bad faith or in willful disregard of this contract on the part of Escrow Agentduties hereunder, such compensation and reimbursement to be paid equally by MSI and MSPR.

Terms of Escrow. 1.1 a. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the SharesEscrow Securities in escrow until May 16, 2005 (the "Escrow Termination Date"), at which time Escrow Agent shall deliver the Escrow Securities, if any, to the Purchasers entitled thereto, as well set forth in Schedule "A," less only such Escrow Securities as blank stock powers with respect theretoshall have previously released by Escrow Agent under the terms of this Agreement. b. On or after each Payment Date under a Promissory Note, pursuant which Payment Dates are set forth in Schedule "A," the Purchaser making such payment shall notify the Escrow Agent and the Company of the date and amount of the payment made, which notice shall instruct the Escrow Agent to deliver to the terms hereof. The Shares and blank stock powers will Purchaser the number of Escrow Securities to be held released to Purchaser in respect of such payment ("Released Securities"), as set forth in Schedule "A." Such notice is referred to as the "Release Notice." Unless the Escrow Agent is furnished with a notice by the Company objecting to the release to the Purchaser of the Released Securities within five (5) business days of the date of such Purchaser's, the certificates evidencing the Released Securities shall be delivered by the Escrow Agent in a secured locationto the Purchaser. 1.2 The Shares shall be issued to the Parties and released by the Escrow Agent as follows: (a) c. If under the terms and conditions set forth in the Notes, the Common Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send written notice prior to the Escrow Agent via facsimile at (000) 000-0000 (Termination Date, receives notice of objection, dispute, or other assertion from the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party specified Company in the Request Notice. (b) Upon receipt accordance with any of the Request Noticeprovisions of this Agreement, the Escrow Agent shall send continue to hold the Escrow Securities until such time as the Escrow Agent shall receive (i) written notice instructions jointly executed by the applicable Purchaser and the Company, directing the disposition of the Escrow Securities (or portion thereof), or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the “Release Notice”right of appeal, directing the Escrow Agent to distribute the Escrow Securities (or a portion thereof) to all Parties except any party hereto or as such judgment, order or decree shall otherwise specify (including any such order direction the Requesting Party (Escrow Agent to deposit the “Remaining Parties”Escrow Securities into the Court rendering such order, pending determination of any dispute between any of the parties), indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release NoticeIn addition, the Escrow Agent shall release the Shares as provided for in the Request Notice. (c) In the event the Escrow Agent shall receive written objection from either or both of the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the Escrow Agent shall not release the Shares unless and until all of the Parties have sent written instruction (the “Instruction”) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction within five business days from the receipt of a written objection, Escrow Agent shall have the right, but not the obligation, right to deposit the Shares Escrow Securities with the clerk of a court in New York County, New York State and give written of competent jurisdiction without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of such deposit to the Parties. Upon such deposit objection, dispute or other disbursement in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. The Escrow Agent shall not incur any liability whatsoever for acting upon any notice, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed by the Escrow Agent to be genuine and to be signed and presented by the proper person or personsotherwise. 1.3 The parties acknowledge that, although the Escrow Agent is holding the Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this contract on the part of Escrow Agent.

Terms of Escrow. 1.1 The parties hereby agree (i) Notwithstanding the delivery of said shares to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Shares, as well as blank stock powers with respect thereto, pursuant to the terms hereof. The Shares and blank stock powers will be held by the Escrow Agent in a secured location. 1.2 The Shares shall be issued to the Parties and released by the Escrow Agent as follows: (a) If under the terms and conditions set forth in the Notes, the Common Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then the ICF stock transfer book shall reflect that such Party (the “Requesting Party”) shall send written notice shares have been lawfully and validly issued to and are beneficially owned by Shareholders subject to the Escrow Agent via facsimile at (000) 000-0000 (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party specified in the Request Noticeterms of this escrow. (bii) Upon receipt the first to occur of (i) the delivery to ICF's legal counsel of a certificate executed by the independent accountant examining the financial statements of XML that those financial statements can and will be audited, and a report thereon issued without condition or qualification in accordance with the requirements of Regulation SB and Regulation S-X; or (ii) the completion and delivery to ICF's legal counsel of the Request Notice, audited financial statements and pro forma financial information of XML required to enable ICF to file and otherwise comply with the Escrow Agent shall send written notice (requirements of Form 8-K under the “Release Notice”) to all Parties except the Requesting Party (the “Remaining Parties”), indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release NoticeExchange Act, the Escrow Agent shall release and deliver to Shareholders the Exchange Shares. In connection with such release, the Escrow Agent may rely upon the representations and instructions of ICF's legal counsel that the foregoing condition has been satisfied. (iii) In the event the Exchange Shares as are not released in accordance with the provisions of Section 3.8(b)(ii) prior to sixty (60) days from the Closing Date ("Delivery Date"), due to the failure to satisfy the condition precedent provided for therein, the Exchange Shares shall become subject to a right of redemption provided for in the Request Notice. (c) Section 3.8(c). In the event the Escrow Agent shall receive receives written objection from either or both notification that the Board of Directors of ICF has exercised its right and option to repurchase and redeem the Remaining Parties within three business days from such Party’s receipt Exchange Shares in accordance with the provisions of Section 3.7(c), and that the Release Noticeredemption price therefor has been paid to Shareholders, the Escrow Agent shall not release cancel the certificates being held in escrow and shall return the Exchange Shares unless and until all of the Parties have sent written instruction (the “Instruction”) to the Escrow Agent authorized and unissued capital stock of ICF. (iv) While the Exchange Shares are being retained in escrow, such shares may not be transferred or encumbered by facsimile at (000) 000-0000 indicating that Shareholders. Notwithstanding the Parties have reached an agreement concerning foregoing, while the Exchange Shares and instructing the Escrow Agent as are being retained in escrow, Shareholders shall be entitled to exercise all voting rights with respect to the disposition of the Exchange Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction within five business days from the receipt of a written objection, Escrow Agent shall have the right, but not the obligation, to deposit the Shares with the clerk of a court in New York County, New York State and give written notice of such deposit to the Parties. Upon such deposit or other disbursement in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. The Escrow Agent shall not incur any liability whatsoever for acting upon any notice, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed by the Escrow Agent to be genuine and to be signed and presented by the proper person or persons. 1.3 The parties acknowledge that, although the Escrow Agent is holding the Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this contract on the part of Escrow Agent.

Terms of Escrow. 1.1 The parties hereby agree Escrow Funds shall be held as a fund available to establish an escrow account satisfy any obligations of the Sellers to Purchaser which may arise under Section 1.4 or Section 6.4 of the Purchase Agreement in the manner set forth below: (a) In the event that Purchaser shall assert a claim or claims against the Sellers arising out of or relating to any matter with respect to which Purchaser asserts that it is entitled to be indemnified by Sellers pursuant to Section 6.4 of the Purchase Agreement (collectively, the "Claims"; singularly a "Claim"), Purchaser shall furnish written notice of the Claim (the "Notice of Claim") to the Sellers Agent and the Escrow Agent. The Notice of Claim: (i) shall state in reasonable detail the nature of the alleged liability; (ii) shall state the amount of the payment that Purchaser claims it is entitled to receive from the Escrow Funds based upon Purchaser's estimate of the potential loss; and (iii) shall further provide a particularized statement explaining the basis for such estimate. The Sellers Agent shall have thirty (30) days after receipt of the Notice of Claim in which to advise the Escrow Agent whereby and Purchaser that the Sellers dispute the Claim by delivering written notice of Sellers' dispute ("the Notice of Dispute") to the Escrow Agent shall hold the Shares, as well as blank stock powers with respect thereto, pursuant to the terms hereofand Purchaser. The Shares Notice of Dispute may contest all or any portion of the Notice of Claim based on a dispute concerning the existence of a Claim, Sellers' liability, the estimated amount of the alleged loss or any other related matter. (b) If the Sellers Agent shall not deliver a Notice of Dispute within such thirty (30) day period, the Sellers shall be deemed to have acknowledged that Purchaser is entitled to payment as set forth in the Notice of Claim and blank stock powers will shall be deemed to have directed the Escrow Agent to disburse such payment (the "Claim Payment") to Purchaser upon delivery to Escrow Agent by Purchaser of evidence that the Notice of Claim was delivered to Sellers Agent. In the event a Notice of Dispute is timely delivered but only a portion of a Claim is disputed, then the undisputed portion of the Claim (the "Undisputed Claim Payment") shall be promptly disbursed to Purchaser and only the sum that is subject to a dispute shall be held by the Escrow Agent until the Claim is resolved in a secured locationaccordance with the provisions of the Purchase Agreement. 1.2 The Shares shall be issued (c) Subject to the Parties and released by the Escrow Agent as follows: (a) If under the terms and conditions set forth in the Notessuch right to dispute a Claim, the Common Stock Purchase Agreement and Redemption Agreement, once a Party believes that certain Shares may be released from Notice of Claim is delivered to the Escrow Agent, the Escrow Agent shall not permit the Escrow Funds to be reduced by disbursement to the Sellers to an amount which is less than the aggregate dollar amount of all Claims for which a Notice of Claim has delivered in accordance with the terms of Section 3(a). Furthermore, if the amount of any Claim or the aggregate amount of all Claims should ever exceed the amount of the Escrow Funds, then no portion of the Escrow Funds shall be disbursed pursuant to Section 3(d) below. (d) In the event that the Sellers are obligated to make a payment to the Purchaser under Section 1.4(b)(iii) of the Purchase Agreement and such Party (the “Requesting Party”) shall send payment has become due, then Purchaser may furnish written notice to the Escrow Agent via facsimile at and Sellers Agent stating such fact and the amount due to Purchaser under Section 1.4(b)(iii). The Escrow Agent shall disburse to the Purchaser the amount set forth in such notice on the fifth day after receipt of such notice from Purchaser. With respect to any such payment, the Sellers expressly agree that the amount of such payment shall be allocated against the respective interests of Lara Mac and Steve MacEachern in the Escrow Funds and not the portion of the Escrox Xxxxx xx xxxxx Vickie Lotz and Obstetrical Nurses, Inc. have an interest. Such paymexx xxxxx xx allocated among Lara Mac and Steve MacEachern proportionately according to the respective percentaxx xxxx xx xxxx in the total of the Escrow Funds in which both of them in the aggregate hold an interest. (000e) 000-0000 On December 13, 2003 (the “Request Notice”"First Release Date"). Such Request Notice shall constitute irrevocable instructions to , the Escrow Agent after payment of all fees and expenses due to release Escrow Agent shall irrevocably and issue the Shares unconditionally disburse to the Party specified Sellers an aggregate amount equal to the aggregate amount of the Escrow Funds (less the aggregate dollar amount of each Claim previously paid to or for Purchaser pursuant to the terms of this Agreement) less the total of (a) the aggregate dollar amount of any then existing Claim or Claims for which a Notice of Claim was delivered by Purchaser on or prior to the First Release Date in accordance with the terms of Section 3(a) above and (b) $500,000. The portion of the Escrow Funds, if any, retained after the First Release Date relating to any then existing Claim or Claims shall be disbursed to the Sellers or Purchaser, as appropriate, in one or more disbursements, from time to time, as and when there is a final resolution of each such Claim; provided, however, that no disbursement will be made upon final resolution of a Claim if the amount of the remaining unresolved Claims exceed the amount of the Escrow Funds then on deposit in the Request NoticeEscrow Account. (bf) Upon receipt On December 13, 2004, (the "Second Release Date"), the Escrow Agent after payment of all fees and expenses due the Escrow Agent shall irrevocably and unconditionally disburse to the Sellers the aggregate amount of the Request NoticeEscrow Funds (less the aggregate dollar amount of each Claim previously paid to or for Purchaser pursuant to the terms of this Agreement) to the extent that the Escrow Funds exceed the aggregate dollar amount of any then existing Claim or Claims for which a Notice of Claim was delivered by Purchaser on or prior to the Second Release Date in accordance with the terms of Section 3(a) above. The portion of the Escrow Funds, if any, retained after the Second Release Date relating to any then existing Claim or Claims shall be disbursed to Sellers or Purchaser, as appropriate, in one or more disbursements, from time to time, as and when there is a final resolution of each such Claim; provided, however, that no disbursement will be made upon final resolution of a Claim if the amount of the remaining unresolved Claims exceed the amount of the Escrow Funds then on deposit in the Escrow Agreement. (g) Unless delivery is made in person at the Escrow Agent's office or unless the Escrow Agent is properly instructed in writing by Purchaser or the Sellers, as the case may be, to make delivery in such other manner, the Escrow Agent shall send written notice (be deemed to have properly delivered to Purchaser or Sellers, as the “Release Notice”) case may be, such funds as Purchaser or the Sellers are entitled to all Parties except receive, upon placing the Requesting Party (same in United States Mail in a suitable package or envelope, registered or certified mail, return receipt requested, postage prepaid, addressed to the “Remaining Parties”), indicating that it received the Request Notice address listed in Section 8 hereof or such other address as may be furnished to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Escrow Agent shall release the Shares as provided for in the Request Noticewriting. (ch) In Interest or other earnings on the event Escrow Funds shall be retained by the Escrow Agent shall receive written objection from either or both and held as a part of the Remaining Parties within three business days from such Party’s receipt Escrow Funds to be disbursed in accordance with this Agreement. (I) Notwithstanding any other provision hereof which shall direct the release of all or a part of the Escrow Funds on a particular date, without the prior written consent of Purchaser and the Sellers Agent as to any withdrawal before a Release NoticeDate, and without the prior written consent of the Sellers Agent as to any withdrawal on or after a Release Date, the Escrow Agent shall not release the Shares unless and until all withdraw any investment of the Parties have sent written instruction (the “Instruction”) Escrow Funds prior to the Escrow Agent by facsimile at (000) 000-0000 indicating that maturity date of such investment to make a payment to Purchaser or the Parties have reached Sellers hereunder if such withdrawal will cause an agreement concerning early withdrawal penalty to be imposed or any loss of income from such withdrawal to occur. If such a penalty would be imposed or any loss of income would occur if the Shares and instructing investment were to be withdrawn, the payment of any amounts of the Escrow Agent as Funds due to the disposition Sellers or to Purchaser shall be made as soon as practicable after the maturity date of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction within five business days from the receipt of a written objection, Escrow Agent shall have the right, but not the obligation, to deposit the Shares with the clerk of a court in New York County, New York State and give written notice of such deposit to the Parties. Upon such deposit or other disbursement in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. The Escrow Agent shall not incur any liability whatsoever for acting upon any notice, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed investment. (j) All disbursements by the Escrow Agent to the Sellers pursuant to this Agreement shall be genuine and to be signed and presented by in the proper person or persons. 1.3 The parties acknowledge that, although proportionate interests that the Sellers hold in the Escrow Agent is holding the Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this contract on the part of Escrow AgentFund.

Terms of Escrow. 1.1 (a) The parties hereby agree to establish an escrow account with appoint the Escrow Agent whereby the Escrow Agent shall hold the Shares, as well as blank stock powers with respect thereto, pursuant to the terms hereof. The Shares and blank stock powers will be held by the Escrow Agent in a secured location. 1.2 The Shares shall be issued to the Parties and released by the Escrow Administrative Agent as follows: (a) If under escrow agent in accordance with the terms and conditions set forth in the Notesherein, the Common Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send written notice to the Escrow Agent via facsimile at (000) 000-0000 (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party specified in the Request Noticehereby accepts such appointment as escrow agent. (b) Upon receipt The Administrative Agent shall disburse all or any part of the Request NoticeEscrowed Shares as follows: any time the Administrative Agent receives (i) a written notification executed by a Grantor (or such Grantor’s successor interest to the Escrowed Shares), advising the Administrative Agent of a proposed Disposition (as defined below) of Escrowed Shares or other Restricted Disposition Proceeds, (ii) (subject to Section 4.5(a)(iii)) all Disposition Proceeds (as herein defined) paid or payable to Grantors in respect of such Escrowed Shares and, (iii) if other than cash, duly executed instruments of assignment and delivery, the Escrow Administrative Agent shall send immediately release such portion of the Escrowed Shares, subject as herein provided, as is specified in such written notice (to the “Release Notice”) to all Parties except the Requesting Party (the “Remaining Parties”), indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object Persons specified in writing within three business days of receiving the Release Notice, the Escrow Agent shall release the Shares as provided for in the Request Noticesuch written notice. (c) In the event the Escrow Agent shall receive written objection from either or both of the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the Escrow The Administrative Agent shall not release be responsible for the sufficiency or accuracy of the form of, or the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein, nor shall the Administrative Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority, or rights of the Persons executing or delivering or purporting to execute or deliver any document or property or this Agreement. (i) In its capacity as escrow agent, the Administrative Agent shall have no duties or responsibilities other than those expressly set forth herein and except as expressly set forth herein, shall have no duty to enforce any obligation of any Person, to make any payment or delivery of Disposition Proceeds, or to direct or cause any payment or delivery thereof, or to direct or cause any payment or delivery thereof to be made, or to enforce any obligation of any Person to perform any other act. The Administrative Agent shall be under no liability to any Person by reason of any failure on the part of any other Person to perform such Person’s obligations under any agreement involving or relating in any way to the Escrowed Shares unless and until or the disposition thereof by the Grantors. Except as provided in Section 1.2(b), the Administrative Agent shall not be obligated to recognize any agreement between any or all of the Parties have sent written instruction Grantors and any other Persons. (the “Instruction”ii) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction within five business days from the receipt of a written objection, Escrow Agent shall have the right, but not the obligation, to deposit the Shares with the clerk of a court in New York County, New York State and give written notice of such deposit to the Parties. Upon such deposit or other disbursement in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. The Escrow Administrative Agent shall not incur be liable to the Grantors or to any liability whatsoever other Person for any action taken or omitted by it in good faith and in the exercise of its own best judgment. The Administrative Agent may rely conclusively and shall be protected in acting upon any order, notice, direction, waiver, receipt, consentdemand, certificate, authorizationopinion or advice of counsel (including counsel chosen by the Administrative Agent), power of attorney statement, instrument, report or other paper or document purporting (not only as to its due execution and the validity and effectiveness of its provisions, but as to the acceptability and reliability of any information therein contained) which is believed by the Escrow Administrative Agent to be genuine and to be signed and or presented by the proper person Person or personsPersons. 58126489 (e) The Grantors shall pay all income, withholding and any other taxes imposed on or measured by income which are attributable to income from the Escrowed Shares and the Disposition Proceeds for the time all or any part thereof are held in escrow hereunder, and shall file all tax and information returns applicable thereto. To the extent that the Administrative Agent becomes liable for the payment of taxes, including withholding taxes, in respect of income derived from the Escrowed Shares and Disposition Proceeds, the Administrative Agent may but shall not be obligated to pay such taxes. The Administrative Agent may withhold or offset from any amount payable by the Administrative Agent to the Grantors such amount as the Administrative Agent determines in its sole discretion to be sufficient to provide for the payment of such taxes; alternately any such amount paid by the Administrative Agent shall become a part of the Obligations. In addition, the Administrative Agent shall be indemnified and held harmless by the Grantors from and against any liability for such taxes and for any penalties or interest in respect of taxes on such investment income or payments in the manner provided in subparagraph (k) below. 1.3 (f) The parties acknowledge that, although the Escrow Agent is holding the Shares, the Escrow Administrative Agent is acting solely as a stakeholder at their request an escrow agent only with respect to the Escrowed Shares and for their convenience and that Escrow related Restricted Disposition Proceeds (as defined below). If any dispute arises as to whether the Administrative Agent is obligated to deliver the Escrowed Shares or as to whom the Escrowed Shares are to be delivered, the Administrative Agent shall not be liable required to either party make any delivery, but in such event the Administrative Agent may hold the Escrowed Shares until receipt by the Administrative Agent of the Disposition Proceeds and (i) instructions in writing, signed by all parties which have, or claim to have, an interest in the Escrowed Shares, directing the disposition of the Escrowed Shares, or (ii) in the absence of such writing, a final judgment from a court of competent jurisdiction or final binding arbitration award providing for the disposition of the Escrowed Shares. (g) The Administrative Agent shall be entitled to reimbursement from the Grantors for all expenses paid or incurred by the Administrative Agent in the administration of its duties hereunder, including, but not limited to, all attorneys’ fees, advisors’ and consultants’ fees and disbursements and all taxes or other governmental charges. (h) The Administrative Agent may resign as escrow agent at any act time and be discharged from its duties as escrow agent hereunder by giving the Grantors at least 30 days’ notice thereof. As soon as practicable after its resignation, the Administrative Agent shall turn over to a successor escrow agent appointed by it and the Grantors all Escrowed Shares held hereunder upon presentation of a document appointing the new escrow agent and its acceptance thereof. If no new escrow agent is so appointed within the 60-day period following such notice of resignation, the Administrative Agent may deposit the Escrowed Shares with any court it deems appropriate. (i) From time to time on and after the date hereof, including without limitation concurrently with the delivery of a written notice as provided in Section 1.02(b), the Grantors shall deliver or omission on its part unless taken or suffered in bad faith or in willful disregard cause to be delivered to the Administrative Agent such further documents and instruments and shall do and cause to be done such further acts as the Administrative Agent shall reasonably request to carry out more effectively the provisions and purposes of this contract on Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder. 58126489 (j) It is agreed that the part Grantor shall retain all rights to dividends, all rights to vote and all other rights in respect of Escrow Agentownership of the Escrowed Shares, subject only to the Security Interest in the Disposition Proceeds Collateral (each as defined below); provided, that any certificated Restricted Equity Interests received as a dividend or other distribution in respect of Escrowed Shares shall be delivered to the Administrative Agent in escrow to be held pursuant to the terms of this Agreement. (k) EACH GRANTOR SHALL AND DOES HEREBY JOINTLY AND SEVERALLY INDEMNIFY AND HOLD THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS AND OTHER REVOLVING SECURED PARTIES AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT AND AFFILIATES (EACH AN “INDEMNITEE” AND COLLECTIVELY, THE “INDEMN1TEES”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, COSTS, DAMAGES, JUDGMENTS, ATTORNEYS FEES, EXPENSES, OBLIGATIONS AND LIABILITIES OF ANY KIND OR NATURE INCLUDING REASONABLE ATTORNEYS FEES AND EXPENSES INCURRED IN CONNECTION THEREWITH (“LIABILITIES”) WHICH ANY INDEMNITEE INCURS OR SUSTAINS, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES OF THE ADMINISTRATIVE AGENT HEREUNDER, THE ACTIONS OR OMISSIONS OF ANY INDEMNITEE IN CONNECTION WITH THIS AGREEMENT, THE ESCROWED SHARES AND/OR THE DISPOSITION PROCEEDS HELD BY THE ADMINISTRATIVE AGENT HEREUNDER OR ANY INCOME EARNED THEREFROM INCLUDING, WITHOUT LIMITATION, LIABILITIES WHICH ARISE IN WHOLE OR IN PART FROM THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT ON THE PART OF ANY INDEMNITEE BUT EXPRESSLY EXCLUDING THEREFROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH INDEMNITEE. THE FOREGOING INDEMNITY SHALL SURVIVE SATISFACTION OF THE OBLIGATIONS AND TERMINATION OF THIS AGREEMENT.

Terms of Escrow. 1.1 (a) The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Shares, Securities in escrow as well as blank stock powers with respect thereto, pursuant hereinafter set forth in this Section 2. (b) When the Sellers deliver to the terms hereof. The Shares Buyer and blank stock powers will be held by the Escrow Agent in the duly executed Equity Purchase Amendment and a secured location. 1.2 The Shares shall be issued to related resolution of the Parties and released by board of directors of SG after the Escrow Agent as follows: (a) If under the terms and conditions set forth in the Notes, the Common Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send Buyer gives written notice to the Escrow Agent via facsimile at (000) 000-0000 (that it reasonably accepts the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party specified in the Request Notice. (b) Upon receipt of the Request Noticeexecuted Equity Purchase Amendment, the Escrow Agent shall send written notice (promptly deliver the “Release Notice”) Fonix Securities to all Parties except the Requesting Party (Sellers. Upon receipt of the “Remaining Parties”), indicating that it received Fonix Securities after their release by the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release NoticeEscrow Agent, the Escrow Agent Sellers shall release promptly comply with their obligations under the Shares Contribution Agreement and contribute the portion of the Fonix Securities to G-Soft as provided for in the Request Noticerequired under Section 1 thereof. (c) In the event the Escrow Agent shall receive written objection from either or both of the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the Escrow Agent shall not release the Shares unless and until all of the Parties have sent written instruction (the “Instruction”) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction written notice from the Buyer authorizing the release of the Fonix Securities as described in Section 2(b) above or within five business days from the (5) Business Days after its receipt of a copy of the duly executed Equity Purchase Amendment it receives written objectionnotice from Buyer (a “Buyer Objection”) disputing the existence, enforceability or validity of the Equity Purchase Agreement, the Escrow Agent shall have the right, but not the obligation, deliver to deposit the Shares with the clerk Seller that number of a court in New York County, New York State and give written notice of such deposit to the Parties. Upon such deposit or other disbursement in accordance with Fonix Securities which it is then holding under the terms of this Agreement. Buyer shall provide copies of all Buyer Objections to Seller simultaneously with its delivery of such to the Escrow Agent. (d) If prior to delivery of the Fonix Securities to Sellers as described above, the Escrow Agent receives a Buyer Objection, the Escrow Agent shall be relieved delay its delivery of the Fonix Securities to Seller for an additional period of five (5) Business Days, during which time Buyer and discharged Seller shall have an opportunity to resolve any dispute between them. If at the conclusion of such five (5) Business Day period Buyer and Seller have not resolved their dispute, the Escrow Agent shall proceed to deliver that number of Fonix Securities to a state or federal court in New York, New York in an interpleader action thereafter promptly give notice of such action to the Buyer and the Sellers. (g) Until the Sellers deliver to the Buyer and the Escrow Agent the duly executed Equity Purchase Amendment and a related resolution of the board of directors of SG, the Escrow Agent shall sell the common stock of the Buyer into which the Securities are convertible in a prudent manner, with an objective to realize at least US$300,000 from all further obligations and responsibilities hereunderthe liquidation thereof per calendar quarter. The Escrow Agent shall will use 80% of the proceeds of the liquidation of the Securities (or such lesser amount, where the liquidation proceeds are in excess of $300,000 per month) to pay any and all obligation of G-Soft, Inc. under the Equity Purchase Agreement as and when due. If 80% of the liquidation proceeds in any calendar quarter are not incur any liability whatsoever for acting upon any noticesufficient to pay the obligations of G-Soft, directionInc. under the terms of the Equity Purchase Agreement, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed by then (i) the Escrow Agent shall use such portion of the remaining liquidation proceeds to pay any and all obligation of G-Soft, Inc. in the applicable calendar quarter under the Equity Purchase Agreement as and when due and (ii) thereafter continue to use such portion of the gross liquidation proceeds of the Securities as may be genuine required to pay any and all obligation of G-Soft, Inc. for applicable calendar quarters under the Equity Purchase Agreement as and when due, until such time as 80% of the liquidation proceeds of the Securities are sufficient to be signed pay any and presented by all obligation of G-Soft, Inc. for the proper person or persons. 1.3 The parties acknowledge thatapplicable calendar quarter. After, although the Escrow Agent is holding the Sharesbut only after, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that has realized liquidation proceeds sufficient to pay the quarterly obligation of G-Soft, Inc. under the Equity Purchase Agreement; the Escrow Agent may disburse the balance of the net liquidation proceeds to the Sellers. (h) Subject to Section 2(g), the Escrow Agent shall not disburse the Ear-Out Shares pursuant to the terms of the Exchange Agreement and the Equity Purchase Agreement, as amended. (i) During the period that the Escrow Agent holds common stock from the conversion of the Securities, the Escrow Agent shall vote the Securities in respect of any matter proposed for action by the Buyer’s board of directors. (j) Fees and expenses of the Escrow Agent incurred in connection with its performance under this Agreement shall be liable invoiced to either party the Sellers and shall be paid within thirty (30) days after the invoice date for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this contract on the part of Escrow Agentsuch fees and expenses.

Terms of Escrow. 1.1 (a) The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold release the Shares, as well as blank stock powers with respect thereto, pursuant to the terms hereof. The Shares and blank stock powers will be held by the Escrow Agent in a secured location. 1.2 The Shares shall be issued to the Parties and released by the Escrow Agent Collateral as follows: (ai) If under the terms and conditions set forth in the Notes, the Common Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send written notice to Except if the Escrow Agent via facsimile at first receives a copy of a "Default Notice" (000as such term is defined in Section 7(a)(ii) 000-0000 (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions hereof) from Pledgee to the Escrow Agent Pledgor pursuant to release and issue the Shares to the Party specified in the Request Notice. (bSection 7(a)(ii) Upon receipt of the Request Noticehereof, the Escrow Agent shall send deliver the Collateral to the Pledgor five (5) business days after Pledgor has given written notice (the “Release Notice”) to all Parties except the Requesting Party (the “Remaining Parties”), indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Pledgee and Escrow Agent shall release that the Shares as provided for Note has been satisfied in the Request Notice. full; provided, however, that if on or before such fifth (c5th) In the event business day, the Escrow Agent shall receive written objection notice from either or both Pledgee to withhold release of the Remaining Parties within three business days from such Party’s receipt Collateral which notice shall state that Pledgor, after taking into account all amounts due under the Note which have been offset upon the mutual agreement of the Release NoticePledgor and Pledgee and/or paid into escrow by Pledgor pursuant to Section 12 of the Note and Section 6.3 of the Stock Redemption Agreement, has not satisfied the Note in full, the Escrow Agent shall not release deliver the Shares unless and Collateral to Pledgor until all the controversy with respect to satisfaction of the Parties Note shall have been settled either by a written agreement between the Pledgor and the Pledgee or by a final decision of an arbitrator pursuant to the arbitration procedure set forth in Section 8.11 of the Stock Redemption Agreement. (ii) In the event that the Escrow Agent shall have received a written request from Pledgee for release of the Collateral, which written request shall state that, after taking into account all amounts due under the Note which have been offset upon the mutual agreement of the Pledgor and Pledgee or paid into escrow by Pledgor pursuant to Section 12 of the Note and Section 6.3 of the Stock Redemption Agreement, the Pledgor has failed to satisfy the Note in full and such failure has continued for a period of five (5) business days after Pledgee has sent written instruction notice to Pledgor (with a copy to Escrow Agent) of such failure to satisfy the Note (the “Instruction”"Default Notice"), then, on the fifth (5th) business day after such written request from Pledgee, the Escrow Agent shall deliver the Collateral to Pledgee; provided, however, if on or before such fifth (5th) business day, the Escrow Agent shall receive written notice from Pledgor to withhold release of the Collateral which notice shall state that the Note has been satisfied in full, then the Escrow Agent shall not deliver the Collateral to Pledgee until the controversy with respect thereto shall have been settled either by a written agreement between the Pledgor and Pledgee or by a final decision of an arbitrator pursuant to the arbitration procedure set forth in Section 8.11 of the Stock Redemption Agreement. (iii) Any written notice sent to the Escrow Agent by facsimile at the Pledgee under Section 7(a)(i) above or by the Pledgor under Section 7(a)(ii) above which objects to release of the Collateral shall contain an affidavit, signed by the party so objecting, which shall state, in the case of an objection by the Pledgee, that after taking into account all amounts offset upon the mutual agreement of the Pledgor and Pledgee under the Note by Pledgor or paid into escrow by Pledgor pursuant to Section 12 of the Note and Section 6.3 of the Stock Redemption Agreement, Pledgor has failed to satisfy the note in full, or in the case of an objection by Pledgor, that, after taking into account all amounts due under the Note which have been offset upon the mutual agreement of the Pledgor and Pledgee or paid into escrow by Pledgor pursuant to Section 12 of the Note and Section 6.3 of the Stock Redemption Agreement, the Note has been satisfied in full. (000b) 000-0000 indicating that the Parties have reached an agreement concerning the Shares The Pledgor shall pay all reasonable fees and instructing charges of the Escrow Agent as in connection with the administration of the provisions of this Agreement. (c) The acceptance by the Escrow Agent of its duties under this Agreement is subject to the disposition following terms and conditions, which the parties to this Agreement hereby agree shall govern and control with respect to the rights, duties and liabilities of the Shares. Escrow Agent: (i) The Escrow Agent shall release the Shares be protected in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction within five business days from the receipt of a acting upon any written objectionnotice, Escrow Agent shall have the rightrequest, but not the obligationwaiver, to deposit the Shares with the clerk of a court in New York Countyconsent, New York State and give written notice of such deposit to the Parties. Upon such deposit receipt, or other disbursement document furnished to it in accordance with the terms of this Agreement, Escrow Agent shall be relieved not only as to its due execution and discharged from all further obligations the validity and responsibilities hereunder. The Escrow Agent shall not incur effectiveness of its provisions, but also as to the truth and acceptability of any liability whatsoever for acting upon any noticeinformation therein contained, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed by the Escrow Agent which in good faith it believes to be genuine and to be signed and presented by the proper person or personsgenuine. 1.3 (ii) The parties acknowledge that, although the Escrow Agent is holding the Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any error of judgment, or for any act done or omission on its part unless step taken or suffered omitted by it in bad faith good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence or willful misconduct. (iii) The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by the provisions of any other document or agreement. (iv) The Escrow Agent may at any time resign hereunder by giving written notice of its resignation to the Pledgor and Pledgee, at least ten (10) days prior to the date specified for such resignation to take effect and, upon such effective date, the Collateral shall be delivered by it to such person as may be designated by the mutual agreement of the Pledgor and Pledgee in writing as substitute Escrow Agent, whereupon all obligations hereunder of the Escrow Agent who is being replaced shall cease and terminate. If no such person shall have been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, except that the Escrow Agent's sole responsibility thereafter shall be to deliver the Collateral to a person jointly designated by the Pledgor and Pledgee, or in willful disregard accordance with the directions of a final order or judgment of a court of competent jurisdiction and the Escrow Agent shall have been notified thereof in writing signed by Pledgor and Pledgee. The rights of the Escrow Agent under this contract on the part Section are cumulative of Escrow Agentall other rights which it may have by law or otherwise.

Terms of Escrow. 1.1 The parties following terms shall apply: A. Duties of the Escrowee under the Note and Loan Agreement. The Parties hereby agree to establish an escrow account with that the Escrow Agent whereby the Escrow Agent Escrowee shall accept delivery of and hold the SharesCollateral Shares until either January 30, as well as blank stock powers with respect thereto2005 (the "Expiration Date") or the closing of the Change of Control, pursuant whichever sooner occurs. In the event that: (i) the Change of Control shall not have closed on or before 5:00 pm Eastern Daylight Time on the Expiration Date, and unless extended by the written agreement of the Co-Makers and the Lender a copy of which shall be sent to the terms hereof. The Shares Escrowee; or (ii) the Loan Amount shall have been repaid in full on or before the Expiration Date and blank stock powers will be held notice thereof sent to the Escrowee and confirmed in writing by the Escrow Agent in a secured location. 1.2 The Lender, the Escrowee shall deliver the Collateral Shares to the Lender who shall be issued entitled to dispose of the Parties same in its sole and released by unfettered discretion. Thereafter this Escrow Agreement shall automatically terminate and the Escrow Agent as follows: (a) If under the terms Escrowee shall be discharged without further action on behalf of any Party and conditions set forth in the Notes, the Common Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send written without further notice to the Escrow Agent via facsimile at (000) 000Co-0000 (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party specified in the Request Notice. (b) Upon receipt of the Request NoticeMakers, the Escrow Agent shall send written notice (Lender or the “Release Notice”) to all Parties except the Requesting Party (the “Remaining Parties”), indicating that it received the Request Notice to release the SharesMaker. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Escrow Agent shall release the Shares as provided for in the Request Notice. (c) In the event the Escrow Agent Loan Amount shall receive have been repaid to the Lender on or before the Expiration Date, and provided the Escrowee receives due notice thereof and written objection confirmation from either or both the Lender, the Escrowee shall deliver the Collateral Shares back to the Co-Makers who shall be entitled to dispose of the Remaining Parties within three business days from such Party’s receipt same in their sole and unfettered discretion. Thereafter this Escrow Agreement shall automatically terminate and the Escrowee shall be discharged without further action on behalf of any Party and without further notice to the Release NoticeCo-Makers, the Escrow Agent shall not release Lender or the Shares unless and until all of the Parties have sent written instruction (the “Instruction”) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction within five business days from the receipt of a written objection, Escrow Agent shall have the right, but not the obligation, to deposit the Shares with the clerk of a court in New York County, New York State and give written notice of such deposit to the Parties. Upon such deposit or other disbursement in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. The Escrow Agent shall not incur any liability whatsoever for acting upon any notice, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed by the Escrow Agent to be genuine and to be signed and presented by the proper person or personsMaker. 1.3 The parties acknowledge that, although the Escrow Agent is holding the Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this contract on the part of Escrow Agent.

Terms of Escrow. 1.1 The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the SharesShares subject to this Agreement. 1.2 Upon confirmation by the Sellers of receipt of the Second Installment (as defined in the Purchase Agreement), as well as blank stock powers with respect thereto, pursuant the Shares shall be transferred to the terms hereof. The Shares and blank stock powers will be held by Buyer's counsel, Anslow & Jaclin, LLP, who shall then serve as the Escrow Agent and bx xxxxect xx xxe terms and provisions herein in a secured locationsuch capacity. 1.2 The 1.3 Upon confirmation by the Sellers of receipt of the Third Installment (as defined in the Purchase Agreement), the Shares shall be issued to the Parties and released by the Escrow Agent to the Buyers. 1.4 In the Event that any of the Installment Payments (as follows: (a) If under the terms and conditions set forth defined in the NotesPurchase Agreement) are not made to the Sellers in accordance with Section 2.2 of the Purchase Agreement, the Common Stock Shares shall be released to the Sellers in accordance with Section 11.17 of the Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send written notice to the Escrow Agent via facsimile at (000) 000-0000 (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party specified in the Request Notice. (b) Upon receipt of the Request Notice, the Escrow Agent shall send written notice (the “Release Notice”) be discharged of all of its obligations under this Agreement and shall have no liability to all Parties except the Requesting Party (the “Remaining Parties”), indicating that it received the Request Notice any other party to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Escrow Agent shall release the Shares as provided for in the Request Noticethis Agreement. (c) In the event the Escrow Agent shall receive written objection from either or both of the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the Escrow Agent shall not release the Shares unless and until all of the Parties have sent written instruction (the “Instruction”) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction within five business days from the receipt of a written objection, Escrow Agent shall have the right, but not the obligation, to deposit the Shares with the clerk of a court in New York County, New York State and give written notice of such deposit to the Parties. Upon such deposit or other disbursement in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. 1.5 The Escrow Agent shall not incur any liability whatsoever for acting upon any notice, direction, waiver, receipt, consent, certificate, authorization, power of attorney or other paper or document purporting and believed by the Escrow Agent to be genuine and to be signed and presented by the proper person or persons. 1.3 1.6 The parties acknowledge that, although the Escrow Agent is holding the Shares, the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this contract or involving gross negligence on the part of Escrow Agent.