Common use of Terms of Escrow Clause in Contracts

Terms of Escrow. (a) The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from the Purchaser and the receipt by the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and the Seller, stating that the Purchase Agreement has been terminated or otherwise directing the disposition of the Consideration and the Shares. (b) If the Escrow Agent receives the items referenced in Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3) business days, the Purchase Agreement and related closing documents, if any, to the Purchaser and shall deliver the Consideration deposited by the Purchaser for the purchase of the Shares. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit A, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the Note. (c) If the Escrow Agent receives the notice referenced in clause (iii) of Section 2(a) prior to its receipt of the items referenced in clauses (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the Purchaser, (ii) the Share Certificates to the Seller and (ill) any closing documents to the party that delivered the same. (d) If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller and the Purchaser, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents 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 Consideration, Share Certificates and closing documents into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents with a court of competent jurisdiction without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from the Purchaser and the receipt by the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and the Seller, stating that the Purchase Agreement has been terminated or otherwise directing the disposition of the Consideration and the Shares. (b) If the Escrow Agent receives the items referenced in Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3) business days, the Purchase Agreement and related closing documents, if any, to the Purchaser and shall deliver the Consideration deposited by the Purchaser for the purchase of the Shares. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit A, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the Note. (c) If the Escrow Agent receives the notice referenced in clause (iii) of Section 2(a) (ii) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the Purchaser, (ii) the Share Certificates to the Seller and (ill) any closing documents to the party that delivered the same. (d) If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller and the Purchaser, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents 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 Consideration, Share Certificates and closing documents into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents with a court of competent jurisdiction without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) a. The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from Purchase Price, the Purchaser Debentures, the Warrants and the receipt by Ancillary Closing Documents and a writing instructing the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or Closing and (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and Company or the SellerPurchasers, stating that the Purchase Agreement has been terminated or otherwise directing in accordance with its terms and instructing the disposition of Escrow Agent with respect to the Consideration Purchase Price, the Debentures, the Warrants and the SharesAncillary Closing Documents. (b) b. If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, promptly thereafter, the Escrow Agent shall deliver (i) to JNC (A) Debentures in aggregate principal amount of $4,000,000, (B) the JNC Warrant and (C) any interest earned on account of the portion of the Purchase Price paid by JNC that shall have accrued through the Closing; (ii) to DSF (A) Debentures in aggregate principal amount of $1,000,000, (B) the DSF Warrant and (C) any interest earned on account of the portion of the Purchase Price paid by DSF that shall have accrued through the Closing; (iii) to the Company the Purchase Price (net of amounts described under Section 1(d)) to the Company; (iv) to or as soon directed by Encore, $3,000 in accordance with Section 1(d); (iv) to or as practicabledirected by CDC, but $500,000 in no event later than three accordance with the Engagement Letter; and (3v) business daysto the appropriate party, the Purchase Agreement and related closing documents, if any, to the Purchaser and shall deliver the Consideration deposited by the Purchaser for the purchase of the SharesAncillary Closing Documents. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit AIn addition, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions retain $15,000 of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser Purchase Price on account of its fees pursuant to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser Purchase Agreement and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NoteSection 1(d). (c) c. If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the PurchaserPurchasers in such amounts as shall have been delivered to and received by prior thereto, (ii) the Share Certificates Debentures and Warrants to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) d. If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller Purchasers and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction pursuant to Section 1006 of the New York Civil Practice Law and Rules without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) a. The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from Purchase Price, the Purchaser Debentures, the Warrants and the receipt by Ancillary Closing Documents and a writing instructing the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or Closing and (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and Company or the SellerPurchasers, stating that the Purchase Agreement has been terminated or otherwise directing in accordance with its terms and instructing the disposition of Escrow Agent with respect to the Consideration Purchase Price, the Debentures, the Warrants and the SharesAncillary Closing Documents. (b) b. If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, promptly thereafter, the Escrow Agent shall deliver as soon as practicable(i) to JNC (A) October Debentures in aggregate principal amount of $4,000,000 and November Debentures in the amount of $3,000,000, but (B) the November JNC Warrant and (C) any interest earned on account of the portion of the Purchase Price paid by JNC that shall have accrued through the Closing; (ii) to DSF, October Debentures in no event later than three aggregate principal amount of $1,000,000, (3iii) business daysto the Company the Purchase Price (net of amounts described under Section 1(d)) and the 6% Debentures; (iv); and (iv) to the appropriate party, the Purchase Agreement and related closing documents, if any, to the Purchaser and shall deliver the Consideration deposited by the Purchaser for the purchase of the SharesAncillary Closing Documents. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit AIn addition, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions retain $7,500 of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser Purchase Price on account of its fees pursuant to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser Purchase Agreement and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NoteSection 1(d). (c) c. If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the PurchaserPurchasers in such amounts as shall have been delivered to and received by prior thereto, (ii) the Share Certificates Debentures and Warrants to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) d. If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller Purchasers and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction pursuant to Section 1006 of the New York Civil Practice Law and Rules without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration total amount of the Purchase Price from the Purchaser and the receipt by the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser Purchasers or (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser Company and the SellerPurchasers, stating that the Purchase Agreement has been terminated or otherwise directing the disposition of the Consideration and the SharesConsideration. (b) If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3) business days, the Purchase Agreement Debentures, Warrants and related closing documents, if any, the Ancillary Closing Documents executed by the Company to the Purchaser Purchasers or the holders of the Warrants (the "Warrant Holders") and shall deliver the Consideration deposited by the Purchaser for the purchase of the Shares. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit A, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser immediately to the Seller, Company the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NotePurchase Price. (c) If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share CertificatesDebentures, Purchase Agreement Warrants, Escrow Shares and related closing documents, if any, Ancillary Closing Documents as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the PurchaserPurchasers, (ii) the Share Certificates Debentures, Warrants and Escrow Shares to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller Purchasers and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction without liability to any party if said dispute is not resolved within 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 "Conversion Notice" or a "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 be converted) 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 Conversion Notice to be in the form annexed as Exhibit A hereto or the Notice of Exercise to be in the form annexed as Exhibit B hereto. All disbursements A fee of $350 shall accompany every Conversion Notice or Notice of Exercise delivered to the Escrow Agent. A copy of the Conversion Notice or Notice of Exercise shall be delivered by the Purchasers or the Warrant Holders, as the case may be, to the Company simultaneously, and evidence of such delivery to the Company shall be provided to the Escrow Agent. The Conversion Notice or Notice of Exercise shall specify the number of Escrow Shares to be released by the Escrow Agent. The Company shall confirm or object to the Escrow Agent the number of Escrow Shares to be released, within one business day of the receipt of the Conversion Notice or Notice of Exercise. If the Company fails to confirm or object to the number of Escrow Shares to be released within the said time, then the Company shall be deemed to have confirmed the number of Escrow Shares set forth in the Purchasers' or Warrant Holders' Notice. In the event of a dispute, the Parties agree that the Escrow Agent shall determine the number of Escrow Shares to be released. The Escrow Agent shall be entitled but not obligated, at his sole discretion, to verify the computation of the number of Escrow Shares to be released through information provided by Bloomberg Information Service or similar stock price quotation service. In the event that the Company decides to redeem the unconverted amount of the Debenture pursuant to Section 3(c) of the Debenture, the Company shall notify both the Holder and the Escrow Agent of such redemption within one business day of receipt of the Notice of Conversion. Within two business days, the Escrow Agent will release from escrow and deliver to the Purchasers or the Warrant Holders 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. In the event that the certificates evidencing the Debenture Escrow Shares held by the Escrow Agent under this Agreement are not in denominations appropriate for such delivery to the Purchasers, 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 his 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 his receipt of the reissued shares in lesser denominations from the Company's transfer agent, the Escrow Agent shall release to the Purchasers the balance of the shares due to the Purchasers or the Warrant Holders or the Warrant Holders. (f) 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 that would be needed to satisfy full conversion of all of the Debentures given the then current conversion price (the "Full Conversion Shares"), and upon five days written notice of such to the Company by the Purchasers, it will issue additional share certificates, without interest on funds deposited legend and in the escrow accountnames of the Purchasers, and deliver same to the Escrow Agent, such that the new number of Debenture Escrow Shares is equal to 200% of the Full Conversion Shares.

Terms of Escrow. (a) The Escrow Agent shall hold continue to follow the Consideration in escrow provisions of this Agreement until the earlier to occur of (i) the receipt by date of the Escrow Agent of all Agent's receipt of the Consideration from New Registration Statement as filed with the Purchaser and the receipt by the Escrow Agent of the certificate ("Share Certificate") representing all of the SharesSEC, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or (ii) the receipt earlier to occur of (x) the exercise by the Assignee of the Assignee's Termination Right, or (y) the date on which the Escrow Agent of receives a written notice, executed by each of the Purchaser Company, the Assignor and the SellerAssignee, stating that the Purchase Assignment Agreement has been terminated or otherwise directing in accordance with its terms and instructing the disposition of Escrow Agent with respect to the Consideration Purchase Price, the Assignee March Securities, the Assignor March Securities, the June Securities and the SharesAncillary Closing Documents, if any. (b) If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, promptly thereafter, the Escrow Agent shall deliver as soon as practicable(i) to the Assignee the (x) Assignee March Securities, but in no event later than three and (3y) business daysany interest earned on account of the Purchase Price that shall have accrued from the date hereof through the date of the Closing, (ii) to the Assignor, (x) the Purchase Price (net of amounts described under Section l(e)(i)), and (y) the Assignor March Securities, (iii) to the Company, the Purchase Agreement June Securities, and related closing documents, if any, (iv) to the Purchaser and shall deliver the Consideration deposited by the Purchaser for the purchase of the Shares. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit Aappropriate party, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NoteAncillary Closing Documents. (c) If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the PurchaserAssignee, (ii) the Share Certificates June Securities to the Seller Assignor, (iii) the Assignor March Securities and the Assignee March Securities to the Company, and (illiv) any closing documents Ancillary Closing Documents to the party that delivered the same. (d) If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller Assignor, the Assignee and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction pursuant to Section 1006 of the New York Civil Practice Law and Rules without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) a. The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from Purchase Price, the Purchaser Debentures, the Warrant and the receipt by Ancillary Closing Documents and a writing instructing the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or Closing and (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and Company or the SellerPurchaser, stating that the Purchase Agreement has been terminated or otherwise directing in accordance with its terms and instructing the disposition of Escrow Agent with respect to the Consideration Purchase Price, the Debentures, the Warrant and the SharesAncillary Closing Documents. (b) b. If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, promptly thereafter, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3i) business days, the Purchase Agreement and related closing documents, if any, to the Purchaser (A) Debentures in aggregate principal amount of $1,500,000, (B) the Warrant, and shall deliver the Consideration deposited by the Purchaser for the purchase (C) any interest earned on account of the SharesPurchase Price that shall have accrued through the Closing; (ii) to the Company the Purchase Price (net of amounts described under Section 1(d)) to the Company; (iii) to or as directed by CDC, $150,000 in accordance with the Engagement Letter; and (iv) to the appropriate party, the Ancillary Closing Documents. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit AIn addition, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions retain $7,500 of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser Purchase Price on account of its fees pursuant to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser Purchase Agreement and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NoteSection 1(d). (c) c. If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the PurchaserPurchaser in such amounts as shall have been delivered to and received by prior thereto, (ii) the Share Certificates Debentures and Warrant to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) d. If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller Purchaser and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction pursuant to Section 1006 of the New York Civil Practice Law and Rules without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i1) the receipt by the Escrow Agent of all the total amount of the Consideration Purchase Price from the Purchaser and the receipt by the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser Company and the SellerPurchaser, stating that the Purchase Agreement has been terminated or otherwise directing the disposition of the Consideration and the SharesConsideration. (b) If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3) business days, the Purchase Agreement Debentures, Warrants and related closing documents, if any, the Ancillary Closing Documents executed by the Company to the Purchaser Purchasers or the holders of the Warrants (the "Warrant Holders") and shall deliver the Consideration deposited by the Purchaser for the purchase of the Shares. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit A, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser immediately to the Seller, Company the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NotePurchase Price. (c) If the Escrow Agent receives the notice referenced in clause (iii11) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii1) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share CertificatesDebentures, Purchase Agreement Warrants and related closing documents, if any, Ancillary Closing Documents as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the PurchaserPurchasers, (ii) the Share Certificates Debentures and Warrants to the Seller Company and (ill) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i1) written instructions jointly executed by the Seller Purchasers and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii11) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction without liability to any party if said dispute is not resolved within 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 "Conversion Notice" or the "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 be converted), 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 Conversion Notice 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. All disbursements A fee of $350 shall accompany every Conversion Notice or Notice of Exercise delivered to the Escrow Agent. A copy of the Conversion Notice or Notice of Exercise shall be delivered by the Purchasers or the Warrant Holders, as the case may be, to the Company and its counsel simultaneously, and evidence of such delivery to the Company shall be provided to the Escrow Agent. The Conversion Notice or Exercise Notice shall specify the number of Escrow Shares to be released by the Escrow Agent. The Company shall confirm or object to the Escrow Agent the number of Escrow Shares to be released, within two business day of the receipt of the Conversion Notice or Notice of Exercise. If the Company falls to confirm or object to the number of Escrow Shares to be released within the said time, then the Company shall be deemed to have confirmed the number of Escrow Shares set forth in the Purchasers' or Warrant Holders' Notice. In the event of a dispute, the Parties agree that the Escrow Agent shall determine the number of Escrow Shares to be released. The Escrow Agent shall be entitled but not obligated, at his sole discretion, to verify the computation of the number of Escrow Shares to be released through information provided by Bloomberg Information Service or similar stock price quotation service. Within two business days, the Escrow Agent will release from escrow and deliver to the Purchasers 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. In the event that the certificates evidencing the Escrow Shares held by the Escrow Agent under this Agreement 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 his 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 his receipt of the reissued shares in lesser denominations from the Company's transfer agent, the Escrow Agent shall release to the Purchasers or the Warrant Holders, the balance of the shares due to the Purchasers or the Warrant Holders. (f) The Escrow Agent agrees to notify in writing the Company and its counsel each time it releases Escrow Shares to the Purchasers (including the certificate numbers) 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 Company. (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 that would be needed to satisfy full conversion of all of the Debentures given the then current conversion price (the "Full Conversion Shares") and upon five days written notice of such to the Company by the Purchasers, it will issue additional share certificates, without interest on funds deposited legend and in the escrow accountnames of the Purchasers, and deliver same to the Escrow Agent, such that the new number of Debenture Escrow Shares is equal to 200% of the Full Conversion Shares.

Terms of Escrow. (a) a. The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from Purchase Price, the Purchaser Debentures, the Warrants and the receipt by Ancillary Closing Documents and a writing instructing the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or Closing and (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and Company or the SellerPurchasers, stating that the Purchase Agreement has been terminated or otherwise directing in accordance with its terms and instructing the disposition of Escrow Agent with respect to the Consideration Purchase Price, the Debentures, the Warrants and the SharesAncillary Closing Documents. (b) b. If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, promptly thereafter, the Escrow Agent shall deliver (i) to JNC (A) Debentures in aggregate principal amount of $2,000,000, (B) the JNC Warrant and (C) any interest earned on account of the portion of the Purchase Price paid by JNC that shall have accrued through the Closing; (ii) to DSF (A) Debentures in aggregate principal amount of $500,000, (B) the DSF Warrant and (C) any interest earned on account of the portion of the Purchase Price paid by DSF that shall have accrued through the Closing; (iii) to the Company the Purchase Price (net of amounts described under Section 1(d)) to the Company; (iv) to or as soon as practicabledirected by CDC, but $250,000 in no event later than three accordance with the Engagement Letter; and (3v) business daysto the appropriate party, the Purchase Agreement and related closing documents, if any, to the Purchaser and shall deliver the Consideration deposited by the Purchaser for the purchase of the SharesAncillary Closing Documents. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit AIn addition, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions retain $7,500 of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser Purchase Price on account of its fees pursuant to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser Purchase Agreement and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NoteSection 1(d). (c) c. If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the PurchaserPurchasers in such amounts as shall have been delivered to and received by prior thereto, (ii) the Share Certificates Debentures and Warrants to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) d. If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller Purchasers and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction pursuant to Section 1006 of the New York Civil Practice Law and Rules without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) a. The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from Purchase Price, the Purchaser Preferred Stock, the Warrant and the receipt by Ancillary Closing Documents and a writing instructing the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or Closing and (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and Company or the SellerPurchaser, stating that the Purchase Agreement has been terminated or otherwise directing in accordance with its terms and instructing the disposition of Escrow Agent with respect to the Consideration Purchase Price, the Preferred Stock, the Warrant and the SharesAncillary Closing Documents. (b) b. If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, promptly thereafter, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3i) business daysthe Preferred Stock, the Warrant, any interest earned on account of the Purchase Agreement Price through the Closing and related closing documents, if any, the amounts payable to the Purchaser and shall deliver the Consideration deposited by the Purchaser for the purchase of the Shares. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"pursuant to Section 1(d), attached as Exhibit A(ii) the Purchase Price (net of amounts described under Section 1(d)) to the Company, (ii) the amounts payable to Wharton under the Engagement Letter to Wharton or in axxxxxxxce with its instructions and (iv) xxx Xxcillary Closing Documents to the party entitled to receive the same. In addition, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions retain $15,000 of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser Purchase Price on account of its fees pursuant to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NotePurchase Agreement. (c) c. If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the Purchaser, (ii) the Share Certificates Preferred Stock and Warrant to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) d. If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller Purchaser and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction pursuant to Section 1006 of the New York Civil Practice Law and Rules without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from the Purchaser and the receipt by the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and the Seller, stating that the Purchase Agreement has been terminated or otherwise directing the disposition of the Consideration and the Shares. (b) If the Escrow Agent receives the items referenced in Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3) business days, the Purchase Agreement and related closing documents, if any, to the Purchaser and shall deliver the Consideration deposited by the Purchaser for the purchase of the Shares. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit A, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the Note. (c) If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the Purchaser, (ii) the Share Certificates to the Seller and (ill) any closing documents to the party that delivered the same. (d) If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller and the Purchaser, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents 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 Consideration, Share Certificates and closing documents into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents with a court of competent jurisdiction without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) a. The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from Purchase Price, the Purchaser Debentures, the Warrants and the receipt by Ancillary Closing Documents and a writing instructing the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or Closing and (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and Company or the SellerPurchaser, stating that the Purchase Agreement has been terminated or otherwise directing in accordance with its terms and instructing the disposition of Escrow Agent with respect to the Consideration Purchase Price, the Debentures, the Warrants and the SharesAncillary Closing Documents. (b) b. If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, promptly thereafter, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3i) business daysthe Debentures, the Warrants and any interest earned on account of the Purchase Agreement Price through the Closing, (ii) the Purchase Price (net of amounts described under Section 1(d)) to the Company, (iii) the amounts payable to CDC under the Engagement Letter to CDC or in accordance with its instructions and related closing documents, if any(iv) the Ancillary Closing Documents, to the Purchaser and shall deliver party entitled to receive the Consideration deposited by the Purchaser for the purchase of the Sharessame. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit AIn addition, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions retain $10,000 of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser Purchase Price on account of its fees pursuant to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NotePurchase Agreement. (c) c. If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the Purchaser, (ii) the Share Certificates Debentures and Warrants to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) d. If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller Purchaser and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction pursuant to Section 1006 of the New York Civil Practice Law and Rules without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) a. The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from Purchase Price, the Purchaser Debentures, the Warrant and the receipt by Ancillary Closing Documents and a writing instructing the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or Closing and (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and Company or the SellerPurchaser, stating that the Purchase Agreement has been terminated or otherwise directing in accordance with its terms and instructing the disposition of Escrow Agent with respect to the Consideration Purchase Price, the Debentures, the Warrant and the SharesAncillary Closing Documents. (b) b. If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, promptly thereafter, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3i) business days, the Purchase Agreement and related closing documents, if any, to the Purchaser (A) Debentures in aggregate principal amount of $3,000,000, (B) the Warrant, and shall deliver the Consideration deposited by the Purchaser for the purchase (C) any interest earned on account of the SharesPurchase Price that shall have accrued through the Closing; (ii) to the Company the Purchase Price (net of amounts described under Section 1(d)) to the Company; (iii) to or as directed by CDC, $300,000 in accordance with the Engagement Letter; and (iv) to the appropriate party, the Ancillary Closing Documents. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit AIn addition, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions retain $7,500 of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser Purchase Price on account of its fees pursuant to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser Purchase Agreement and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NoteSection 1(d). (c) c. If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the PurchaserPurchaser in such amounts as shall have been delivered to and received by prior thereto, (ii) the Share Certificates Debentures and Warrant to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) d. If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller Purchaser and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction pursuant to Section 1006 of the New York Civil Practice Law and Rules without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all the total amount of the Consideration Purchase Price from the Purchaser and the receipt by the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser Company and the SellerPurchaser, stating that the Purchase Agreement has been terminated or otherwise directing the disposition of the Consideration and the SharesConsideration. (b) If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3) business days, the Purchase Agreement Common Stock and related closing documents, if any, the Ancillary Closing Documents executed by the Company to the Purchaser Purchasers or pursuant to their respective written instructions and shall deliver immediately to the Consideration deposited by the Purchaser for the purchase Company $70,000 of the Shares. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit A, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NotePurchase Price. (c) If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement Common Stock and related closing documents, if any, Ancillary Closing Documents as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the PurchaserPurchasers, (ii) the Share Certificates Common Stock to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the The Escrow Agent shall continue to hold the Consideration, Share Certificates Escrowed Funds until the Company has received settlement agreements and closing documents until such time as releases from all the Escrow Agent shall receive (i) written instructions jointly creditors listed on Schedule A. Upon the receipt of executed by settlement agreements between the Seller Company and the Purchaser, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents 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 Consideration, Share Certificates and closing documents into the court rendering such order, pending determination of any dispute between any each of the parties). In additioncreditors listed on Schedule A for the amount listed opposite their name, the Escrow Agent escrow agent shall have release the right portion of Escrowed Funds to deposit any such creditor by wire transfer, attorney's check or certified check. Any amount of the ConsiderationEscrowed Funds remaining in escrow after settlement agreements and releases from the creditors have been obtained, Share Certificates and closing documents with a court of competent jurisdiction without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in released to the escrow accountCompany.

Terms of Escrow. (a) a. The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from Purchase Price, the Purchaser Debentures, the Warrants and the receipt by Ancillary Closing Documents and a writing instructing the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or Closing and (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and Company or the SellerPurchaser, stating that the Purchase Agreement has been terminated or otherwise directing in accordance with its terms and instructing the disposition of Escrow Agent with respect to the Consideration Purchase Price, the Debentures, the Warrants and the SharesAncillary Closing Documents. (b) b. If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, promptly thereafter, the Escrow Agent shall deliver (i) the Debentures, the Warrants, any interest earned on account of the Purchase Price through the Closing and the amounts payable to the Purchaser pursuant to Section 1(d) on the Consideration to the Purchaser entitled to the same, (ii) the Purchase Price (net of amounts described under Section 1(d)) to the Company, (iii) the amounts payable to Cardinal, CDC and Xxxxxxxxx Xxxxxxxx under the Engagement Letter in accordance with their instructions, (iv) the amounts payable to the Purchaser or as soon as practicable, but in no event later than three (3) business days, directed by Purchaser pursuant to the Purchase Agreement and related closing documents, if any, (v) the Ancillary Closing Documents to the Purchaser and shall deliver party entitled to receive the Consideration deposited by the Purchaser for the purchase of the Sharessame. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit AIn addition, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions retain $15,000 of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser Purchase Price on account of its fees pursuant to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NotePurchase Agreement. (c) c. If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the Purchaser, (ii) the Share Certificates Debentures and Warrants to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) d. If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller Purchaser and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction pursuant to Section 1006 of the New York Civil Practice Law and Rules without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from the Purchaser and the receipt by the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser Company and the SellerPurchaser, stating that the Purchase Agreement has been terminated or otherwise directing the disposition of the Consideration and the SharesConsideration. (b) If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3) business days, the Purchase Agreement Debentures and related closing documents, if any, the Ancillary Closing Documents executed by the Company to the Purchaser and shall deliver the Consideration deposited by the Purchaser for the purchase of the Shares. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit A, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser immediately to the Seller, Company the Escrow Agent is empowered by both parties Purchase Price (less the GEM Payment) and the GEM Payment and the Warrant to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NoteGEM in accordance with its instructions. (c) If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share CertificatesDebentures, Purchase Agreement Ancillary Closing Documents and related closing documents, if any, Warrant as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the Purchaser, (ii) the Share Certificates Debentures and the Warrant to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller Purchaser and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) a. The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from Purchase Price, the Purchaser Preferred Stock, the Warrants and the receipt by Ancillary Closing Documents and a writing instructing the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or Closing and (ii) the receipt by the Escrow Agent of a written notice, executed by each the Company or one or more of the Purchaser and the SellerPurchasers, stating that the Purchase Agreement has been terminated or otherwise directing in accordance with its terms and instructing the disposition of Escrow Agent with respect to the Consideration Purchase Price, the Preferred Stock, the Warrants and the SharesAncillary Closing Documents. (b) b. If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, promptly thereafter, the Escrow Agent shall deliver as soon as practicable(i) to JNC (A) 150,000 shares of Preferred Stock, but in no event later than three (3B) business days, the JNC Warrant and (C) any interest earned on account of the portion of the Purchase Agreement Price paid by JNC that shall have accrued through the Closing; (ii) to DSF (A) 37,500 shares of Preferred Stock, (B) the DSF Warrant and related closing documents, if any, (C) any interest earned on account of the portion of the Purchase Price paid by DSF that shall have accrued through the Closing; (iii) to the Purchaser Company (A) the Purchase Price (net of amounts described under Section 1(d)) to the Company; (iv) to or as directed by Encore, $7,000 in accordance with Section 1(d); and shall deliver (iv) the Consideration deposited by Ancillary Closing Documents to the Purchaser for party entitled to receive the purchase of the Sharessame. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit AIn addition, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions retain $15,000 of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser Purchase Price on account of its fees pursuant to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser Purchase Agreement and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NoteSection 1(d). (c) c. If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the PurchaserPurchasers in such amounts as shall have been delivered to and received by prior thereto, (ii) the Share Certificates Preferred Stock and Warrants to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) d. If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller Purchasers and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction pursuant to Section 1006 of the New York Civil Practice Law and Rules without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) The 3.1 It is agreed that the amounts specified below shall be paid out of the Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt Account by the Escrow Agent of all upon the first to occur of the Consideration from following and in the Purchaser manner and to the relevant Party as provided below: (a) upon receipt by the Escrow Agent of the certificate ("Share Certificate") representing all Escrow Completion Notice duly signed by a director of each of the SharesSeller and the Purchaser, duly endorsed with valid signatures for transfer the Escrow Agent shall pay: (1) an amount equal to the Deposit less the ITC Security to the Seller; and (2) all interest accrued on the Deposit to the Purchaser; (b) all amounts paid into the Escrow Account by the Seller Purchaser under the Sale and Purchase Agreement as provided in Clause 2, together with all interest accrued thereon as provided in Clause 5, shall be paid to the Purchaser or (ii) the Seller upon receipt by the Escrow Agent of the Seller's Escrow Termination Notice duly signed by a written noticedirector of each of the Seller and the Purchaser; and (c) all amounts paid into the Escrow Account by the Purchaser under the Sale and Purchase Agreement as provided in Clause 2, executed together with all interest accrued thereon as provided in Clause 5, shall be paid to the Purchaser upon receipt by the Escrow Agent of the Purchaser's Escrow Termination Notice duly signed by a director of each of the Purchaser and the Seller, stating that the Purchase Agreement has been terminated or otherwise directing the disposition . 3.2 Following payment of the Consideration amounts under Clause 3.1(a), the amount of the ITC Security, together with all interest accrued thereon as provided in Clause 5, shall be paid to the Seller or to the Purchaser, as specified in the Escrow ITC Security Notice, upon receipt by the Escrow Agent of the Escrow ITC Security Notice duly signed by a director of each of the Purchaser and the SharesSeller. (a) Each of the Seller and the Purchaser hereby irrevocably authorises and instructs the Escrow Agent to make the payment under Clause 3.1(a), 3.1(b), 3.1(c) or 3.2, as applicable, upon receipt of the applicable notice or notices by the Escrow Agent as referred to in Clause 3.1(a), 3.1(b), 3.1(c) or 3.2. (b) If Payment to the Seller under Clause 3.1(a) or 3.1(b) or 3.2 shall be made by the Escrow Agent receives the items referenced in Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3) business days, the Purchase Agreement and related closing documents, if any, to the Purchaser and shall deliver the Consideration deposited by the Purchaser for the purchase of the Shares. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit A, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser to the Seller's bank account number [*], the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the Note.maintained with MeesPierson Asia Limited. DRAFT: 4 January 2006 (c) If Payment to the Escrow Agent receives the notice referenced in clause (iii) of Section 2(a) prior to its receipt of the items referenced in clauses (i) and (ii) of Section 2(aPurchaser under Clause 3.1(a), then the Escrow Agent 3.1(c) or 3.2 shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the Purchaser, (ii) the Share Certificates to the Seller and (ill) any closing documents to the party that delivered the same. (d) If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents until such time as the Escrow Agent shall receive (i) written instructions jointly executed made by the Seller and the Purchaser, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents 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 Consideration, Share Certificates and closing documents into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents with a court of competent jurisdiction without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements bank account designated by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow accountPurchaser as follows.

Terms of Escrow. (a) The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all the total amount of the Consideration Purchase Price from the Purchaser and the receipt by the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser Company and the SellerPurchaser, stating that the Purchase Agreement has been terminated or otherwise directing the disposition of the Consideration and the SharesConsideration. (b) If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3) business days, the Purchase Agreement Debentures, Warrants and related closing documents, if any, the Ancillary Closing Documents executed by the Company to the Purchaser Purchasers or the holders of the Warrants (the "Warrant Holders") or pursuant to their respective written instructions and shall deliver the Consideration deposited by the Purchaser for the purchase of the Shares. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit A, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser immediately to the SellerCompany the Purchase Price, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the Note.------------------------------------------------------------------------------- (c) If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share CertificatesDebentures, Purchase Agreement Warrants and related closing documents, if any, Ancillary Closing Documents as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the PurchaserPurchasers, (ii) the Share Certificates Debentures and Warrants to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) If the Escrow Agent, prior to delivering or causing releasing the Escrow Shares to be delivered the Consideration, Share Certificates and closing documents in accordance herewithPurchaser, receives a notice of objection, dispute, or other assertion in accordance with any of the provisions objection pursuant to Section 2(e) of this Agreement, then and only then, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Escrow Shares until such time as the Escrow Agent shall receive (i1) written instructions jointly executed by the Seller Purchasers and the PurchaserCompany, directing distribution the release of such Consideration, Share Certificates and closing documentsthe number of Escrow Shares to the Purchaser, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, jurisdiction directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents release the Escrow 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 Consideration, Share Certificates and closing documents Escrow 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 right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction without liability to any party if said dispute is not resolved within 30 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 "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 91 Debentures (including, without limitation; giving the required notice to the Company and tendering to the Company the Debenture(s) to be converted), 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 91 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. All disbursements 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 Escrow Agent under this Agreement 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 the Company 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 Company falls to object to the calculation of the number of Escrow Shares to be released within said time, then the Company shall be without interest on funds deposited 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 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 agree on the number of Escrow Shares to be released in 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 five (5) Business Days of the transmittal 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 number of shares stated in the Notice of Conversion or Notice of Exercise to the Purchaser and the Company's objection shall be deemed withdrawn and waived with prejudice. If the Escrow Agent does not receive said objection notice within the time period set forth above from the Company, the Escrow Agent shall release from escrow accountand deliver to the Purchasers 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 Company. (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 satisfy full conversion of all of the Debentures given the then current conversion price (the 'Full Conversion Shares"), upon five (5) days written notice of such circumstance to the Company by the Purchasers and/or Escrow Agent, it will issue additional share certificates, without legend and in the names of each of the Purchasers, and deliver same to the Escrow Agent, such that the new number of Debenture Escrow Shares is equal to 200% of the Full Conversion Shares. -------------------------------------------------------------------------------

Terms of Escrow. (a) a. The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from Purchase Price, the Purchaser Debentures, the Warrants and the receipt by Ancillary Closing Documents and a writing instructing the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or Closing and (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and Company or the SellerPurchasers, stating that the Purchase Agreement has been terminated or otherwise directing in accordance with its terms and instructing the disposition of Escrow Agent with respect to the Consideration Purchase Price, the Debentures, the Warrants and the SharesAncillary Closing Documents. (b) b. If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, promptly thereafter, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3i) business daysthe Debentures, the Warrants, any interest earned on account of the Purchase Agreement Price through the Closing and related closing documents, if any, the amounts payable to the Purchaser and shall deliver Purchasers pursuant to Section 1(d) on the Consideration deposited by to the Purchaser for Purchasers entitled to the purchase same, (ii) the Purchase Price (net of amounts described under Section 1(d)) to the SharesCompany, (iii) the amounts payable to CDC under the Engagement Letter to CDC or in accordance with its instructions and (iv) the Ancillary Closing Documents to the party entitled to receive the same. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit AIn addition, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions retain $15,000 of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser Purchase Price on account of its fees pursuant to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NotePurchase Agreement. (c) c. If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the PurchaserPurchasers, (ii) the Share Certificates Debentures and Warrants to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) d. If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller Purchasers and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction pursuant to Section 1006 of the New York Civil Practice Law and Rules without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) a. The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from Purchase Price, the Purchaser Preferred Stock, the Warrant and the receipt by Ancillary Closing Documents and a writing instructing the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or Closing and (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and Company or the SellerPurchaser, stating that the Purchase Agreement has been terminated or otherwise directing in accordance with its terms and instructing the disposition of Escrow Agent with respect to the Consideration Purchase Price, the Preferred Stock, the Warrant and the SharesAncillary Closing Documents. (b) b. If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, promptly thereafter, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3i) business daysthe Preferred Stock, the Warrant, any interest earned on account of the Purchase Agreement Price through the Closing and related closing documents, if any, the amounts payable to the Purchaser and shall deliver the Consideration deposited by the Purchaser for the purchase of the Shares. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"pursuant to Section 1(d), attached as Exhibit A(ii) the Purchase Price (net of amounts described under Section 1(d)) to the Company, (ii) the amounts payable to Wharton under the Engagement Letter to Wharton or in xxxxxxxnce with its instructions and (ix) xxx Ancillary Closing Documents to the party entitled to receive the same. In addition, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions retain $15,000 of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser Purchase Price on account of its fees pursuant to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the NotePurchase Agreement. (c) c. If the Escrow Agent receives the notice referenced in clause (iiiii) of Section 2(a) prior to its receipt of the items referenced in clauses clause (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the Purchaser, (ii) the Share Certificates Preferred Stock and Warrant to the Seller Company and (illiii) any closing documents the Ancillary Closing Documents to the party that delivered the same. (d) d. If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents Consideration until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller Purchaser and the PurchaserCompany, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents Consideration 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 Consideration, Share Certificates and closing documents Consideration into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents Consideration with a court of competent jurisdiction pursuant to Section 1006 of the New York Civil Practice Law and Rules without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.

Terms of Escrow. (a) The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from the Purchaser and the receipt by the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and the Seller, stating that the Purchase Agreement has been terminated or otherwise directing the disposition of the Consideration and the Shares. (b) If the Escrow Agent receives the items referenced in Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3) business days, the Purchase Agreement and related closing documents, if any, to the Purchaser and shall deliver the Consideration deposited by the Purchaser for the purchase of the Shares. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note INote (the "Note"), attached as Exhibit A, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the Note. (c) If the Escrow Agent receives the notice referenced in clause (iii) of Section 2(a) prior to its receipt of the items referenced in clauses (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the Purchaser, (ii) the Share Certificates to the Seller and (ill) any closing documents to the party that delivered the same. (d) If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certificates and closing documents in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Consideration, Share Certificates and closing documents until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Seller and the Purchaser, directing distribution of such Consideration, Share Certificates and closing documents, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Consideration, Share Certificates and closing documents 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 Consideration, Share Certificates and closing documents into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Consideration, Share Certificates and closing documents with a court of competent jurisdiction without liability to any party if said dispute is not resolved within 30 days of receipt of any such notice of objection, dispute or otherwise. All disbursements by the Escrow Agent under this Agreement shall be without interest on funds deposited in the escrow account.