Common use of TERMS OF THE ESCROW Clause in Contracts

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents to the Escrow Agent and Xxxxxx shall deposit the Funds with the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have establish an escrow account with the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as Escrow Agent whereby the Escrow Agent shall receive hold the Funds funds for the purchase of up to $12,000,000 of Common Stock and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them Warrants, in the Preferred Stock aggregate, as contemplated by the Purchase Agreement. 1.2 Upon the Escrow Agent's receipt of the aggregate Subscription Amounts for the Closing into its master escrow account, together with executed counterparts of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Registration Rights Agreement, it shall telephonically advise the Preferred Stock Purchase Agreement and Company, or the Merger Agreement shall not be escrowed under Company's designated attorney or agent, of the terms amount of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents funds it has received into its master escrow account. 1.3 Wire transfers to the Escrow Agent and Xxxxxx shall deposit the Funds with be made as follows: STERLING NATIONAL BANK 000 0XX XXXXXX XXX XXXX, XX 00000 Account Name: Xxxxxxx Xxxxxxxxx LLP ABA ROUTING NO: 000000000 ACCT NO: 0000000000 Remark: fvcx/[FUND NAME] (a) The Company, promptly following being advised by the Escrow Agent. The Agent that the Escrow Agent has received the Subscription Amounts for the Closing along with facsimile copies of counterpart signature pages of the Purchase Agreement, Registration Rights Agreement and this Agreement from each Purchaser, shall thereafter hold deliver to the Funds Escrow Agent the stock certificates and Warrants evidencing the Transaction Documents until Securities to be issued to each Purchaser at the earlier of: Closing together with: (i) the date on which CSI, Xxxxxx and VBYR have consummated Company's executed counterpart of the Contemplated Transactions; Purchase Agreement; (ii) the termination of any Company's executed counterpart of the Contemplated Transactions prior to consummation; or Registration Rights Agreement; (iii) February 28the executed opinion of Xxxxxx Godward LLP, 2005. in the form of Exhibit C to the Purchase Agreement; (iv) a warrant, issued to Xxxx Capital Partners, LLC, to purchase up to a number of shares of Common Stock equal to 8% of the Shares purchased at the Closing and an exercise price equal to 120% of the Per Share Purchase Price, and have a term of five years ("XXXX Warrant"); and (v) the Company's original executed counterpart of this Escrow Agreement. (b) In the event that the foregoing items are not in the Escrow Agent's possession within five (5) Trading Days of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release notifying the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR Company that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received custody of the notice described in Section 1.3(iSubscription Amount for the Closing, then each Purchaser shall have the right to demand the return of their portion of the Subscription Amount. (c) above or Once the Escrow Agent receives notice of termination a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Purchaser, it shall (a) wire 93% of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon aggregate Subscription Amounts to the completion by Company's account listed in Section 1.7 below, and (b) wire the Escrow Agent remaining 7% of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with aggregate Subscription Amounts per the written consent instructions of all Xxxx Capital Management. Wire transfers to the Company shall be made per the written instructions of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts Company to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, . (d) Once the Escrow Agent may resign funds (as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In set forth above) have been sent per the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agentCompany's instructions, the Escrow Agent shall promptly thereafter transfer then arrange to have the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agentShares, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Registration Rights Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunderWarrants, Xxxx Warrant, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds Agreement and the Transaction Documents in opinion of counsel delivered to the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure thereforappropriate parties.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have establish an escrow account (the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as “Escrow Account”) with the Escrow Agent whereby the Escrow Agent shall receive hold the Funds collected funds deposited into the Escrow Account and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement Securities (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.Escrow Funds”). 1.2 Upon the execution and delivery Escrow Agent’s receipt of this Agreement by the parties heretoFunds from the Subscriber(s) for the Closing, the parties Escrow Agent shall telephonically advise Xxxxxxx, or its designated attorney or agent, of the amount of funds it has received into the Escrow Account and Xxxxxxx shall issue the Securities in the name of the Subscriber(s) and deposit the Securities with the Escrow Agent to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under held in accordance with the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents . 1.3 Wire transfers to the Escrow Agent shall be made as follows: 000 Xxxx 00xx Xxxxxx 00xx Xxxxx 1.4 The Escrow Agent shall, upon receipt of (1) written instructions in a form and Xxxxxx shall deposit substance satisfactory to the Escrow Agent from Xxxxxxx and Subscriber(s) prior to the Termination Date certifying as follows: “Shareholder approval has been received by Xxxxxxx for delivery of the Securities and the Funds in accordance with the Escrow Agent. The Escrow Agent shall thereafter hold Agreement dated as of ____, 2013, Xxxxxxx has not received any notice of delisting of its securities by the Funds NASDAQ Stock Market (“NASDAQ”) or any other notification by the NASDAQ that it is otherwise not in compliance with its rules and regulations, the Transaction Documents until application for the earlier of: Listing of Additional Securities covering the securities underlying the Units has been approved by NASDAQ and all other conditions to delivery have been satisfied”, (i2) a certificate of existence of Xxxxxxx in the state of Oregon certified by the Secretary of State of the State of Oregon dated within two (2) business days of the date on which CSI, Xxxxxx the Escrow Funds are released from the Escrow Account and VBYR have consummated the Contemplated Transactions; (ii3) the termination of any a certificate from Xxxxxxx signed by an officer of the Contemplated Transactions prior to consummation; or (iii) February 28Company certifying that, 2005. In the event as of the consummation date the Escrow Funds are released from the Escrow Account, the representations and warranties contained in Section 4 of the Contemplated TransactionsSubscription Agreement and on Schedule II attached hereto are true and accurate in all respects, then which such certificate shall be signed and acknowledged by each of the Subscribers, pay the Escrow Funds in accordance with such written instructions, such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions. 1.5 Xxxxxxx may reject or cancel any subscription in the Offering in whole or in part but only if Shareholder Approval has not been received by the Termination Date, as may be extended. If payment for any such rejected or canceled subscription has been delivered to the Escrow Agent, Xxxxxxx will inform the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreementrejection or cancellation, and the Escrow Agent upon receiving such notice shall also deliver the Transaction Documents promptly return such funds to each of CSIsaid Subscriber(s), VBYR and Xxxxxx. In the but in no event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such datethose funds becoming collected and available for withdrawal, then the Escrow Agent shall immediately and return the Funds Securities to Xxxxxx Xxxxxxx. If Xxxxxxx fails to provide the certification required by wire transfer according to instructions received in writing Paragraph 1.4 hereof by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agentTermination Date, the Escrow Agent shall promptly thereafter transfer return the Funds to the Subscriber(s) and deliver the Transaction Documents Securities to said successor escrow agent. Immediately after said transfer Xxxxxxx, provided, however, the returned Funds shall be net of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred fees in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out amount of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof$10,000. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx Xxxxx & Xxxx, P.C., Greenville, South Carolina Lardner LLP act as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”). 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement Company and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx Investor shall deliver the executed Transaction Documents to the Escrow Agent as of the date of this Agreement and Xxxxxx Investor shall deposit wire the Funds with to the Escrow AgentAgent according to wire instructions to be provided by the Escrow Agent to Investor. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) Company has caused its transfer agent to issue and deliver to the date on which CSI, Xxxxxx and VBYR have consummated Investor the Contemplated Transactions; (ii) stock certificate evidencing the termination of any Shares pursuant to the terms of the Contemplated Transactions prior Purchase Agreement. Upon the delivery to consummation; or (iii) February 28, 2005. In the event Investor by the Company’s transfer agent of the consummation of stock certificate evidencing the Contemplated TransactionsShares, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase AgreementCompany, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR the Company and XxxxxxInvestor. In the event the closing Company does not cause its transfer agent to issue and deliver to the Investor the stock certificate evidencing the Shares pursuant to the terms of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such datePurchase Agreement, then the Escrow Agent shall immediately return the Funds to Xxxxxx Investor by wire transfer according to instructions received in writing by the Escrow Agent from XxxxxxInvestor, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 1.4 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR the Company or Xxxxxx Investor attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR the Company and Xxxxxx Investor in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR the Company and Xxxxxx Investor (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR the Company and Xxxxxx Investor of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR the Company and Xxxxxx Investor with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR the Company and Xxxxxx Investor after notice of resignation has been given, except only for the Transfer Instructions. 1.6 1.5 The Escrow Agent shall be reimbursed by CSI the Company for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR the Company or Xxxxxx Investor in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx Investor and to deliver the Funds under the terms hereof. CSI, VBYR The Company and Xxxxxx Investor each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactionsthis transaction, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, Agreement and/or the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI the Company and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 1.8 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this the Agreement or any documents or papers deposited or called for hereunder. 1.10 1.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 1.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s 's sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s 's possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State District of South Carolina Columbia in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree (a) From time to time during the period from March 29, 1999 through the later of April 29, 1999 or the date of the actual Closing pursuant to the Asset Purchase Agreement (the "Interim Period"), but in no event more than once in any calendar week during the Interim Period, Seller shall have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as Escrow Agent whereby right to notify Buyer and the Escrow Agent Agent, in writing, that Seller no longer requires particular items of Machinery and Equipment, Molds, Raw Materials and/or Finished Goods. In addition to identifying the particular Asset which it no longer requires, Seller shall receive set forth in the Funds and notice the Transaction Documents in escrow and distribute the same value of such Asset as set forth in this the Schedules to the Asset Purchase Agreement. Any capitalized terms not defined herein Along with each such notice, Seller shall have the meaning ascribed also deliver or cause to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents delivered to the Escrow Agent and Xxxxxx shall deposit the Funds with the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination an executed release of any of the Contemplated Transactions prior and all security interests with respect to consummation; or each such Asset (iii) February 28a "UCC Termination Statement"), 2005in form suitable for filing. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check Unless Buyer submits a written objection to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, Seller and the Escrow Agent shall also deliver within seven days of Buyer's receipt of Seller's notice (an "Objection Notice"), on the Transaction Documents to each eighth day after the date of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, receipt (i) the Escrow Agent shall release remit the Funds value of such Assets, as set forth in the notice, to Seller payable in the Authorized Recipients and Transaction Documents to CSImanner set forth in Section 4(d) below, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agentsoon as practicable thereafter, the Escrow Agent shall promptly thereafter transfer file the Funds and deliver corresponding UCC Termination Statement(s) with the Transaction Documents to said successor escrow agent. Immediately after said transfer office of the Funds Secretary of State of Alabama and delivery the appropriate filing officer in Perry County, Alabama. If Buyer submits a timely Objection Notice, the matter will be resolved in accordance with subparagraph (c) below. (b) At the Closing pursuant to the Asset Purchase Agreement, (i) Buyer and Seller shall deliver to the Escrow Agent a schedule, executed by Buyer and Seller, setting forth the final Purchase Price, determined in accordance with the terms of the Transaction Documents Asset Purchase Agreement, and (ii) Seller shall deliver to said successor escrow agentthe Escrow Agent executed UCC Termination Statements with respect to all of the Assets (other than those with respect to which UCC Termination Statements were delivered pursuant to subparagraph (a) above during the Interim Period). The Escrow Agent shall pay to Seller from the Escrow Account the amount by which the Purchase Price exceeds the amount the Escrow Agent had delivered to Seller during the Interim Period pursuant to subparagraph (a) above (hereinafter, "the balance of the Purchase Price"). If the amount in the Escrow Account is less than the balance of the Purchase Price, the Escrow Agent shall furnish CSIdeliver all of the Escrow Funds to Seller, VBYR and Xxxxxx with proof Buyer shall pay the balance of such transferthe Purchase Price to Seller at the Closing. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for If the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred amount in the event there is a conflict between Escrow Account exceeds the parties and balance of the Purchase Price, the Escrow Agent shall deem it necessary deliver an amount equal to retain counselthe balance of the Purchase Price to Seller, upon whose advice and shall deliver the amount then remaining in the Escrow Account to Buyer. (c) In the event that the Escrow Agent may relyreceives a timely Objection Notice from Buyer, the Escrow Agent shall continue to hold the Escrow Funds until it receives either (i) joint instructions from Buyer and Seller, or (ii) a final and binding order of an arbitrator or court of competent jurisdiction resolving the matter in accordance with paragraph 5, as applicable (each, a "Resolution Notice"). The Resolution Notice shall describe the manner in which the matter has been resolved and shall set forth instructions as to the disposition of the portion of the Escrow Funds involved in such dispute. The Escrow Agent shall not then distribute the Escrow Funds (or portion thereof, if applicable) in accordance with the Resolution Notice. (d) Any and all amounts which the Escrow Agent is to remit, pay, distribute or otherwise deliver to Seller pursuant to this Agreement shall be liable for any action taken or omitted sent by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure thereforfollowing routing instructions: Account Number: 200-000-0; Account Name: FSFP Collateral Account for Gibraltar Packaging Group, Inc.; ABA Number: 000000000; Bank Name and Location: Hxxxxx Bank, Chicago, Illinois.

TERMS OF THE ESCROW. 1.1 1.1. The parties hereby agree to have establish an escrow account (the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as “Escrow Account”) with the Escrow Agent whereby the Escrow Agent shall receive hold the Funds and the Transaction Documents in escrow and distribute the same Escrow Shares as set forth in contemplated by this Agreement. 1.2. Any capitalized terms not defined herein shall have Upon the meaning ascribed to them in the Preferred Stock Purchase Agreement, execution of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx Principal Stockholder shall deliver the executed Transaction Documents to the Escrow Agent and Xxxxxx shall deposit the Funds with the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: stock certificates representing a number of Ordinary Shares equal to one hundred percent (i100%) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior Ordinary Shares purchased pursuant to consummation; the Purchase Agreement, not including the Ordinary Shares underlying as the Warrants (the “Escrow Shares”), along with updated stock powers executed in blank, witnessed by an Officer or (iii) February 28a Director of the Company certifying the signatory is personally known to him, 2005or in such other form and substance acceptable for transfer. In the event of the consummation of the Contemplated Transactions, then the any Escrow Agent shall promptly release the Funds by wire transfer or check Shares are released to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR Purchasers pursuant to repay the Dividend Note of CSI to the Original ShareholdersSection 1.3 below, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds such shares to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) Purchasers as set forth on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties Schedule B hereto. In the event CSIany of the Escrow Shares are released to the Purchasers due to the Company’s failure to achieve at least 90% of the 2010 Performance Threshold, VBYR or Xxxxxx attempts the Principal Stockholder shall, within 5 business days, deliver to change this Agreement the Escrow Agent stock certificate(s) representing a number of Ordinary Shares equal to the number of Escrow Shares released in a manner, which, order to keep the number of Ordinary Shares in the Escrow Agent’s discretionAccount equal to one hundred percent (100%) of the Ordinary Shares purchased pursuant to the Purchase Agreement, not including the Ordinary Shares underlying the Warrants. This Agreement shall expire on the date which is fifteen (15) calendar days following the date the Company files its 2011 Annual Report with the SEC. 1.3. The parties hereby agree that the Escrow Shares shall be undesirabledistributed based on and subject to the achievement of either of the Performance Thresholds as set forth below: (i) If the Company achieves less than 90% of either of the Performance Thresholds, then the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case number of the Escrow AgentShares to be distributed to each Purchaser shall be calculated as follows: (a) A = X Y (b) B = (Z*A) Where: A = such Purchaser’s resignation, percentage interest in the only duty Escrow Shares B = the number of Escrow Shares to be distributed to such Purchaser X = the number of Ordinary Shares owned by such Purchaser as of the date of distribution of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx Shares (the “Transfer InstructionsDistribution Date”) that a successor escrow agent has been appointed), shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and but in no event shall X be greater than the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out number of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of Ordinary Shares purchased by such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent Purchaser pursuant to the advice Purchase Agreement unless such Purchaser acquired Ordinary Shares that were issued under the Purchase Agreement to another Purchaser subsequent to the Closing. Y = number of Ordinary Shares issued on the Closing Date pursuant to the Purchase Agreement Z = the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held Shares multiplied by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure therefor.Lowest Threshold Percentage

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & XxxxXxxxxxx, P.C., Greenville, South Carolina Esq act as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of dated an even date herewith between VBYR the Company and Xxxxxx Investor (the “Preferred “ Stock Purchase Agreement”), and the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement. The various documents and instruments to be delivered to the Escrow Agent and thereby to the parties in order to close the transaction are set forth in Section 3.2 and 3.3 of the Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”). The Escrow Agent hereby acknowledges that it is familiar with the terms and provisions of the Purchase Agreement. 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement Company and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx Investor shall deliver the executed Transaction Documents to the Escrow Agent as of the date of this Agreement and Xxxxxx Investor shall deposit submit a wire or check in the amount of the Funds with to the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: first to occur of (ia) such time that the date on which CSI, Xxxxxx and VBYR have consummated Escrow Agent has received written instructions from Investor to release the Contemplated Transactions; (ii) funds from Escrow to the termination of any of the Contemplated Transactions prior to consummation; Company or (iiib) February 28[Outside Date]. Upon receipt of written instructions from Investor to release the funds from Escrow to the Company, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each deliver signed counterparts of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR Investor and Xxxxxxthe Company and disburse the Funds to the Company. In the event the closing If confirmation of the Contemplated Transactions does Transfer Instruction is not occur before February 28delivered by [Outside Date], 2005 upon delivery thereon or thereafter to the Contemplated Transactions are terminated by CSIEscrow Agent of written notice from Investor, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds and the Transaction Documents signed by Investor to Xxxxxx by wire transfer according Investor and return to instructions received in writing the Company the Transaction Documents signed by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction DocumentsCompany. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 1.4 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR the Company or Xxxxxx Investor attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR the Company and Xxxxxx Investor in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR the Company and Xxxxxx Investor (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR the Company and Xxxxxx Investor of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR the Company and Xxxxxx Investor with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR the Company and Xxxxxx Investor after notice of resignation has been given, except only for the Transfer Instructions. 1.6 1.5 The Escrow Agent shall be reimbursed by CSI the Company for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR the Company or Xxxxxx Investor in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx Investor and to deliver the Funds under the terms hereof. CSI, VBYR The Company and Xxxxxx Investor each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactionsthis transaction, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI the Company and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 1.6 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s 's attorneys-at-law shall be conclusive evidence of such good faith. 1.8 1.7 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described Transfer Instructions, the termination notice of Investor provided for in Section 1.3 and the Transfer Instructions 1.2 above and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 1.8 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this the Agreement or any documents or papers deposited or called for hereunder. 1.10 1.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 1.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s 's sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s 's possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State District of South Carolina Columbia in accordance with the applicable procedure therefortherefore.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx Xxxxx & Xxxx, P.C., Greenville, South Carolina Lardner LLP act as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”). 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement Company and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx Investor shall deliver the executed Transaction Documents to the Escrow Agent as of the date of this Agreement and Xxxxxx Investor shall deposit wire the Funds with to the Escrow AgentAgent according to wire instructions to be provided by the Escrow Agent to Investor. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) Company has caused its transfer agent to issue and deliver to the date on which CSI, Xxxxxx and VBYR have consummated Investor the Contemplated Transactions; (ii) stock certificate evidencing the termination of any Shares pursuant to the terms of the Contemplated Transactions prior Purchase Agreement. Upon the delivery to consummation; or (iii) February 28, 2005. In the event Investor by the Company’s transfer agent of the consummation of stock certificate evidencing the Contemplated TransactionsShares, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase AgreementCompany, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR the Company and XxxxxxInvestor. In the event the closing Company does not cause its transfer agent to issue and deliver to the Investor the stock certificate evidencing the Shares pursuant to the terms of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such datePurchase Agreement, then the Escrow Agent shall immediately return the Funds to Xxxxxx Investor by wire transfer according to instructions received in writing by the Escrow Agent from XxxxxxInvestor, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 1.4 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR the Company or Xxxxxx Investor attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR the Company and Xxxxxx Investor in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR the Company and Xxxxxx Investor (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR the Company and Xxxxxx Investor of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR the Company and Xxxxxx Investor with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR the Company and Xxxxxx Investor after notice of resignation has been given, except only for the Transfer Instructions. 1.6 1.5 The Escrow Agent shall be reimbursed by CSI the Company for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR the Company or Xxxxxx Investor in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx Investor and to deliver the Funds under the terms hereof. CSI, VBYR The Company and Xxxxxx Investor each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactionsthis transaction, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, Agreement and/or the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI the Company and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 1.6 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s 's attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this the Agreement or any documents or papers deposited or called for hereunder. 1.10 1.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 1.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s 's sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s 's possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State District of South Carolina Columbia in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx Xxxxx & Xxxx, P.C., Greenville, South Carolina Lardner LLP act as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”). 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement Company and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx Investor shall deliver the executed Transaction Documents to the Escrow Agent as of the date of this Agreement and Xxxxxx Investor shall deposit wire the Funds with to the Escrow AgentAgent according to wire instructions to be provided by the Escrow Agent to Investor. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) Company has caused its transfer agent to issue and deliver to the date on which CSI, Xxxxxx and VBYR have consummated Investor the Contemplated Transactions; (ii) stock certificate evidencing the termination of any Shares pursuant to the terms of the Contemplated Transactions prior Purchase Agreement. Upon the delivery to consummation; or (iii) February 28, 2005. In the event Investor by the Company’s transfer agent of the consummation of stock certificate evidencing the Contemplated TransactionsShares, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase AgreementCompany, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR the Company and XxxxxxInvestor. In the event the closing Company does not cause its transfer agent to issue and deliver to the Investor the stock certificate evidencing the Shares pursuant to the terms of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such datePurchase Agreement, then the Escrow Agent shall immediately return the Funds to Xxxxxx Investor by wire transfer according to instructions received in writing by the Escrow Agent from XxxxxxInvestor, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 1.4 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR the Company or Xxxxxx Investor attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR the Company and Xxxxxx Investor in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR the Company and Xxxxxx Investor (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR the Company and Xxxxxx Investor of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR the Company and Xxxxxx Investor with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR the Company and Xxxxxx Investor after notice of resignation has been given, except only for the Transfer Instructions. 1.6 1.5 The Escrow Agent shall be reimbursed by CSI the Company for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR the Company or Xxxxxx Investor in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx Investor and to deliver the Funds under the terms hereof. CSI, VBYR The Company and Xxxxxx Investor each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactionsthis transaction, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, Agreement and/or the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI the Company and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 1.6 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 1.7 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 1.8 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this the Agreement or any documents or papers deposited or called for hereunder. 1.10 1.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 1.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State District of South Carolina Columbia in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx Xxxxx & Xxxx, P.C., Greenville, South Carolina Lardner LLP act as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents Pledged Securities in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Merger Agreement and Plan of Merger, of even date herewith between CSI and VBYR related documents (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”). 1.2 Upon At or prior to the execution and delivery of this Agreement Closing (or as soon thereafter as practicable) under the Merger Agreement, the Pledgors shall deliver to the Escrow Agent (i) certificates representing the Pledged Securities (ii) stock powers executed by the parties heretoPledgors for each certificate representing the Pledged Securities, and (iii) a letter addressed to the transfer agent of the Secured Party authorizing the Transfer Agent to transfer such Pledged Securities into the name of the Secured Party. (a) Following the completion of the fiscal year end audit for 2004 of the Secured Party, the parties to Escrow Agent shall release such portion of the Preferred Stock Purchase Agreement and Pledged Securities as is required by the terms of the Escrow Release Formula set forth in Section 6.15 of the Merger Agreement and shall execute and deliver such agreements, and this Agreement, continue to hold any unreleased portion of the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under Pledged Securities in accordance with the terms of this Agreement. Prior to . (b) Following the Closing Datecompletion of the fiscal year end audit for 2005 (and 2006 if required) of the Secured Party, CSI, VBYR the Agent shall release such portion of the Pledged Securities as is required by the terms of the Escrow Release Formula set forth in Section 6.15 of the Merger Agreement and Xxxxxx shall deliver the executed Transaction Documents to the Escrow Agent and Xxxxxx shall deposit the Funds with the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) any unreleased portion of the date on which CSIPledged Securities to the Secured Party, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior to consummation; or requisite stock powers and (iii) February 28, 2005. In the event letter from the Pledgors authorizing the transfer agent of the consummation of Secured Party to transfer the Contemplated Transactions, then Pledged Securities to the Secured Party. (c) Upon the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the Agent’s completion by the Escrow Agent of its obligations under Section 1.2Sections 1.3(a) and (b) above, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 1.4 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In Should the event CSI, VBYR Pledgors or Xxxxxx attempts the Secured Party attempt to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR the Pledgors and Xxxxxx the Secured Party in writing. In the case of the Escrow Agent’s resignationresignation or removal pursuant to the foregoing, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR the Pledgors and Xxxxxx (the “Transfer Instructions”) Secured Party that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possessionPledged Securities. Upon receipt by the Escrow Agent of said notice from CSI, VBYR the Pledgors and Xxxxxx the Secured Party of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agentPledged Securities, the Escrow Agent shall promptly thereafter transfer all of the Funds and deliver the Transaction Documents Pledged Securities that it is still holding in escrow, to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agentPledged Securities, the Escrow Agent shall furnish CSI, VBYR the Pledgors and Xxxxxx the Secured Party with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx the Pledgors or the Secured Party after notice of resignation or removal has been given, except only for the Transfer Instructions. 1.6 1.5 The Escrow Agent shall be reimbursed by CSI the Pledgors and the Secured Party for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may relyrely (any other expenses shall be borne by the secured party). The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR the Pledgors or Xxxxxx the Secured Party in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds Pledged Securities received from Xxxxxx by the Secured Party and to deliver the Funds them under the terms hereof. CSI, VBYR and Xxxxxx each Each party hereto agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, this transaction including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, Agreement or the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereofinvestment being made by Secured Party. 1.7 1.6 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 1.7 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 1.8 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this the Agreement or any documents or papers deposited or called for hereunder. 1.10 1.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 1.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or documents or the Transaction Documents Pledged Securities held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, possession without liability to anyone, anyone all or any part of said documents or the Pledged Securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds Pledged Securities and the Transaction Documents any other property and documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina Maryland in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & XxxxJxxxxx X. XxXxxxx, P.C., Greenville, South Carolina Esq. act as Escrow Agent whereby the Escrow Agent, subject to the right of the parties to remove the Escrow Agent and the right of the Escrow Agent to resign, shall receive the Shares and Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have . 1.2 Concurrent with each Put Notice delivered by the meaning ascribed Company to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”)Investor, the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx Company shall deliver the executed Transaction Documents a copy of said Put Notice to the Escrow Agent Agent, and Xxxxxx shall deposit upon the Funds with the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any conclusion of the Contemplated Transactions prior to consummation; or (iii) February 28Pricing Period, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent Company shall promptly release the Funds by wire transfer or check deliver a subsequent notice to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, Investor and the Escrow Agent shall also deliver confirming the number of Shares being purchased in accordance with the Transaction Documents and the Purchase Price for said Shares. (a) Prior to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2Closing Date, (i) the Company shall deliver to the Escrow Agent shall release certificates representing the Funds Shares to be issued to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all Investor in such denominations as may be requested by the Contemplated Transactions have been consummated Investor and (ii) the Investor shall deliver to the Escrow Agent that amount necessary to purchase such Shares as required by the Transaction Documents (the "Purchase Amount")by wire transfer. All Funds received by the Escrow Agent shall return be maintained in a separate account solely in the name of the Escrow Agent, free from the claims of any creditors of Escrow Agent. (b) In the alternative to physical delivery of certificates for Common Stock to the Escrow Agent, if delivery of the Shares may be effectuated by electronic book-entry through The Depository Trust Company ("DTC"), then delivery of the Shares pursuant to such purchase shall, unless requested otherwise by such Investor, settle by book-entry transfer to an account in the name of the Escrow Agent, free from the claims of any creditors of the Escrow Agent, through DTC by the Closing Date. The parties agree to coordinate with DTC to accomplish this objective. (c) The Escrow Agent shall exercise reasonable care in safekeeping the Shares and the Funds but shall not be under any obligations to Xxxxxx invest, reinvest, vote or otherwise deal with the escrowed Shares or the Funds except as otherwise set forth in this Agreement or unless otherwise instructed in writing signed by both Parties. (d) In addition, each of the Company and destroy the Investor shall deliver all documents, instruments and writings required to be delivered by either of them to the Escrow Agent pursuant to the Transaction Documents either (a) at or prior to each Closing, which writings shall include instructions for delivery of the Shares to the Investor and wire transfer instructions for the Company. 1.4 With regard to each Put Notice, the Escrow Period shall commence upon the receipt of either or both the Shares to be purchased pursuant to a joint Put Notice or all or some portion of the Funds, and shall continue until the earliest to occur of the following events: (a) distribution of the Shares to the Investor and the Funds to the Company as otherwise provided by the Transaction Documents; or receipt by Escrow Agent of a written notice from CSI, VBYR and Xxxxxx agreement executed by both Parties notifying Escrow Agent that the Contemplated Transactions have been Escrow Period is terminated and specifying the distribution of any remaining escrowed Shares or Funds. (ba) on March 1, 2005On each Closing Date, if the Escrow Agent has not received both the notice described in Section 1.3(i) above or the Escrow Agent receives notice requisite number of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate Shares being purchased and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agentPurchase Amount, the Escrow Agent shall promptly thereafter transfer forward the Funds Shares being purchased to the Investor, and deliver wire the amount necessary to purchase the Shares, pursuant to the Transaction Documents Documents, to said successor escrow agent. Immediately after said transfer of the Funds and delivery of Company, less any amounts which the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions deduct pursuant to the provisions of Section 1.5(c) below.. (b) If the number of correct number of Shares or demands Funds representing the Purchase Amount are not received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent by the Closing Date, he shall hold and retain such amount as he may have in good faith his possession, notify the parties and in await further instructions. In no event shall the Escrow Agent be liable or responsible except for release any Shares to the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx Investor unless and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless until the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of shall have received all necessary Funds for the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock corresponding Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereofAmount. 1.7 (c) The Escrow Agent shall be obligated only for deduct from the performance of such duties as are specifically set forth herein and may rely and shall be protected Funds he receives in relying or refraining escrow from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by Investor the proper party or parties. The following amounts: (a) On each Closing Date, Escrow Agent shall not be personally liable deduct from the Purchase Amount as an escrow fee the sum of $750 for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith.each Put Notice; and 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) 8% of the [gross] Purchase Amount on each Closing Date to deliver be wired per the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State written instructions of South Carolina in accordance with the applicable procedure therefor.Dutchess Private Equities Fund, L.P.

TERMS OF THE ESCROW. 1.1 1.1. The parties hereby agree to have establish an escrow account with the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as Escrow Agent whereby the Escrow Agent shall receive hold the Funds funds for the purchase of the Purchased Shares and the Transaction Documents in escrow and distribute Warrants at each Closing as contemplated by the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement. (a) At each Closing, upon Escrow Agent's receipt of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”)Price for the Purchased Shares being purchased at that Closing into its attorney trustee account from the Investors, the Agreement and Plan together with executed counterparts of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Registration Rights Agreement, it shall telephonically advise the Preferred Stock Purchase Agreement and Company, or the Merger Agreement shall not be escrowed under Company's designated attorney or agent, of the terms amount of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents funds it has received into its account. (b) Wire transfers to the Escrow Agent shall be made as follows: Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP Trust Account #1301101682 ABA Number: 0000-0000-0 Address: Branch Banking & Trust Company Xxxxxxxxxxxx Xxxxxx Xxxx Xxxxxxx, Xxxxx Xxxxxxxx Re: Xxxxxxxxx International (12529.004) Attention: Xxx Xxxxx Phone: (000) 000-0000 1.3. The Company, prior to or upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Purchased Shares and Xxxxxx shall deposit the Funds with Warrants to be issued to each Investor at that Closing, in each case registered in the name of each Investor in its pro rata share of such Securities and duly executed on behalf of the Company, together with: (a) the original executed Registration Rights Agreement substantially in the form of Exhibit C to the Purchase Agreement (for Initial Closing only); (b) Instructions to the Transfer Agent substantially in the form of Exhibit F to the Purchase Agreement, duly executed by the parties thereto; (c) the original executed opinion of Company's legal counsel substantially in the form of Exhibit E to the Purchase Agreement; (d) an original counterpart of this Escrow Agreement (for Initial Closing only); and (e) Certification from the Delaware Secretary of State of the filing of the Series B Certificate of Designations (for Initial Closing only); In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.4. At each Closing, once the Escrow Agent confirms the validity of the issuance of the Purchased Shares and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall, as may be necessary, enter the Exercise Price and Termination Date of each Warrant on the face of each Warrant, insert the Closing Date on the certificates representing the Purchased Shares, and then wire to the Company that amount of funds necessary to purchase the Purchased Shares and the Warrants, less: (a) legal and escrow administrative costs of the Escrow Agent, (b) with respect to the Initial Closing, up to five thousand dollars ($5,000) as a due diligence fee to BH Capital Investments. L.P., which the Company agrees may be "net funded", and (c) with respect to the Initial Closing, $1,000,000 to be retained in escrow by the Escrow Agent (the "Initial Closing Escrow Holdback Amount") to be released as provided below. (A) Once the net funds from the Initial Closing (as described above) have been sent per the Company's instructions, the Escrow Agent shall then promptly arrange to release and deliver to the Investors, pro rata according to their investment amounts, certificates representing a total of 344,828 Purchased Shares (calculated as the $1,000,000 of funds released on the Initial Closing Date divided by the Market Price on the Initial Closing Date of $2.94) and Warrants for the purchase of a total of 67,000 shares of Common Stock, together with the Registration Rights Agreement and the opinion of counsel. The Escrow Agent shall thereafter hold retain the Funds Initial Closing Escrow Holdback Amount (equal to $1,000,000) and Warrants and certificates representing the Transaction Documents until number of Purchased Shares purchased at the earlier of: Initial Closing that are attributable to the Initial Closing Escrow Holdback Amount (ithe "Escrow Holdback Securities"), and shall release them only as follows: (1) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any $800,000 of the Contemplated Transactions prior Initial Closing Escrow Holdback Amount shall be released to consummation; or the Company within two (iii2) February 28, 2005. In the event business days of the consummation of the Contemplated Transactions, then Company's delivery to the Escrow Agent shall promptly release of written confirmation of stockholder approval of the Funds proposals contemplated by wire transfer Section 6.13 of the Purchase Agreement (the "Stockholder Approval Confirmation") and that the Company has not received a delisting notice nor has their occurred a trading suspension, both as described in Section 1.4(c) below; provided, however, that if such approval is not obtained on or check prior to the Authorized Recipients listed on Exhibit “A” attached hereto Stockholder Meeting Deadline (as defined in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay Purchase Agreement), the Dividend Note of CSI Investors shall be entitled, upon written notice to the Original ShareholdersEscrow Agent, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreementreceive, and the Escrow Agent shall also deliver be authorized to release to the Transaction Documents Investors, this $800,000, together with interest accrued thereon, and the Company shall likewise be entitled to each of CSI, VBYR and Xxxxxx. In the event the closing a return of the Contemplated Transactions does Escrow Holdback Securities attributable to this amount for cancellation; (2) the remaining $200,000 of the Initial Closing Escrow Holdback Amount shall be released to the Company within (2) business days of the Company's delivery to the Escrow Agent of the Stockholder Approval Confirmation and written confirmation that the Company has not occur before February 28received a delisting notice nor has their occurred a trading suspension, 2005 both as described in Section 1.4(c) below, but only if the Market Price on the date of stockholder approval is $3.00 or the Contemplated Transactions are terminated by CSImore; provided, VBYR and Xxxxxx however, that if such approval is not obtained on or prior to such datethe Stockholder Meeting Deadline, then the Investors shall be entitled, upon written notice to the Escrow Agent shall immediately return the Funds Agent, to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxxreceive, and the Escrow Agent shall destroy be authorized to release to the Transaction Documents. 1.3 In connection Investors, this $200,000, together with interest accrued thereon, and the transactions described in Section 1.2, (i) Company shall likewise be entitled to a return of the Escrow Agent shall Holdback Securities attributable to this amount for cancellation; (3) Notwithstanding the foregoing, if prior to release of the Funds Initial Closing Escrow Holdback Amount to the Authorized Recipients and Transaction Documents to CSICompany as provided above, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt Company has been notified of a joint written notice any pending or threatened proceeding or other action to delist or suspend the Common Stock from CSItrading on the Nasdaq SmallCap Market, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if for any period of five consecutive trading days after the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination date hereof there is no closing bid price of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon Common Stock on the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer InstructionsNasdaq SmallCap Market, then the Escrow Agent shall not release any such funds to the Company and shall promptly following written notice from the Investors, return such funds, together with accrued interest, to the Investors, and the Company shall likewise be liable entitled to any a return of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to Escrow Holdback Securities for cancellation. (B) Once the net funds from the Second Closing have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of sent per the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunderCompany's instructions, the Escrow Agent is authorized shall then promptly arrange to release and directed in deliver to the Escrow Agent’s sole discretion Investors, pro rata according to their investment amounts, certificates representing number of Purchased Shares (acalculated as the $1,000,000 of funds released on the Second Closing Date divided by the Market Price on the Second Closing Date) to retain and Warrants for the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment purchase of a court total of competent jurisdiction after the time for appeal has expired and no appeal has been perfected67,000 shares of Common Stock, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance together with the applicable procedure thereforopinion of counsel.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have establish the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as escrow account with the Escrow Agent whereby the Escrow Agent shall receive hold the Funds and Escrowed Funds. Notwithstanding anything else to the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”)foregoing, the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (parties agree that the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, Escrow Agent may hold the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction DocumentsEscrowed Funds in one or more sub-accounts under a master attorney escrow account.”) 1.2 Upon the execution and delivery Escrow Agent’s receipt of this Agreement by the parties heretoEscrowed Funds into the escrow account, it shall advise the parties to the Preferred Stock Purchase Agreement Purchaser and the Merger Agreement shall execute and deliver such agreementsSellers, and this Agreementor each of their designated attorneys or agents, in writing, of the Preferred Stock Purchase Agreement and amount of Escrowed Funds it has received into the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents escrow accounts. 1.3 Wire transfers to the Escrow Agent shall be made as follows: Citibank 100 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 A/C of Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP 60 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 A/C#: 49206659 ABA#: 000000000 SWIFT Code: CXXXXX00 1.4 The duties and Xxxxxx shall deposit the Funds with responsibilities of the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: are as set forth below: (iA) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any Out of the Contemplated Transactions prior Escrowed Funds, the Parties intend, for a period of 120 days from the Closing Date (subject to consummation; or (iii) February 28extension as provided under Section 2.15 below, 2005the “Escrow Termination Date”), to set aside $250,000 to satisfy the Other Obligations of Sellers. In the event that any Other Obligations of Sellers have not been satisfied by the Sellers as required under the Purchase Agreement prior to the Escrow Termination Date, either Party (the “Requesting Party”) is entitled to a distribution of all or a part of the consummation Escrowed Funds by delivering an instruction to the Escrow Agent to distribute to such Requesting Party the applicable portion of the Contemplated TransactionsEscrowed Funds (each, then a “Distribution Request”). Upon receipt of a Distribution Request, the Escrow Agent shall promptly release the Funds by wire transfer or check send a copy of such Distribution Request to the Authorized Recipients listed on Exhibit other party (the “A” attached hereto Recipient Party”). Additionally, the Requesting Party agrees that upon the delivery of a Distribution Request to the Escrow Agent, the Requesting Party will simultaneously deliver a copy of such Distribution Request to the Recipient Party in the amounts designated manner for each notices provided in Section 2.2 hereof. Such Recipient Party shall have seven (7) Business Days (as defined in this Agreement) following receipt of such Authorized Recipients for use by CSI and VBYR Distribution Request within which to repay notify the Dividend Note Escrow Agent of CSI its objection to such Distribution Request (the Original Shareholders“Objection Period”). If such Recipient Party objects to such Distribution Request within such seven (7) Business Day period, to repay the Merger Note portion of the Merger Consideration then there will be deemed to be paid by VBYR to a conflict (a “Conflict”) between the Original Shareholders Requesting Party and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase AgreementRecipient Party, and the Escrow Agent shall also proceed in accordance with the terms and conditions of Section 2.15 of this Agreement. If the Recipient Party fails to timely deliver an objection to the Transaction Documents Escrow Agent pursuant to each this Section 1.4(A), the Escrow Agent shall pay to the Requesting Party a portion of CSIthe Escrowed Funds equal to the amount requested in the Distribution Request, VBYR and Xxxxxxnot to exceed $250,000 (less the amount of any distributions previously made under this Section 1.4(A)). Any such payment shall be made within two (2) Business Days following the expiration of the Objection Period. The Purchaser, as the Recipient Party, is entitled to require that any distribution to the Sellers, as the Requesting Party, under this Section 1.4(A) be made directly to any third-party to satisfy any Other Obligations of Sellers. (B) Out of the Escrowed Funds, the Parties intend to set aside sufficient funds to satisfy the Payroll Liabilities. Within thirty (30) days of the Closing Date, the Sellers shall deliver a calculation of the Payroll Liabilities on the Closing Date to Purchaser who shall have five (5) days from receipt of such calculation to object to such calculation of the Payroll Liabilities. If the Purchaser does not object to such calculation within such 5-day period, the Sellers may direct the Escrow Agent to make payments out of the Escrowed Funds to satisfy the Payroll Liabilities; provided, that not less than $250,000 of the Escrowed Funds (less the amount of any distributions previously made under Section 1.4(A) above) shall remain in the Escrow Account until the Escrow Termination Date to satisfy any Other Obligations of Sellers under Section 1.4(A) above. The Purchaser is entitled to require that any distribution to the Sellers under this Section 1.4(B) be made directly to any third-party to satisfy any Payroll Obligations of Sellers. In the event that the closing amount necessary to satisfy the Payroll Liabilities exceeds the amount deposited into Escrow to pay such liabilities, the Sellers shall pay such amount directly so that not less than $250,000 remains in Escrow (less the amount of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior any distribution made pursuant to such date, then the a Distribution Request under Section 1.4(A) above). (C) The Escrow Agent shall immediately return continue to hold any remaining Escrowed Funds following the payment of any Distribution Request in accordance with the terms of this Agreement. (D) The balance of any Escrowed Funds remaining after the delivery of payments required pursuant to Xxxxxx by wire transfer according Section 1.4(A) and Section 1.4(B), respectively, which are not subject to instructions received a Conflict or dispute, shall be delivered to the Sellers or their designee, in writing proportions as shall be determined by the Escrow Agent from XxxxxxSellers, and within two (2) Business Days following the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, later of (i) the Escrow Agent shall release expiration of the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and final Objection Period; (ii) the Escrow Agent shall return Termination Date; (iii) the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx date that the Contemplated Transactions Sellers have provided sufficient evidence to the Purchaser to allow the Purchaser to determine that the Payroll Liabilities have been terminated paid in full; or (biv) on March 1, 2005the date that the Post Closing Adjustment Amount, if any, due and payable by the Escrow Agent Sellers to the Purchaser has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxxbeen paid. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the (E) The Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In also disburse the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Escrowed Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice joint written instruction of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 Purchaser and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdictionSellers. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx Leser, Hunter, Taubman & Xxxx, P.C., Greenville, South Carolina Taubman act as Escrow Agent whereby the Escrow Agent shall receive the Escrow Funds and the Transaction Documents in escrow and distribute release the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Placement Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents to the Escrow Agent and Xxxxxx shall deposit the Funds with the Escrow Agent. The Escrow Agent shall thereafter hold the Escrow Funds until such time as the Issuer and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Placement Agent shall promptly release the Funds by wire transfer or check determine to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholdershold a closing, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) at which time the Escrow Agent shall release the Escrow Funds to the Authorized Recipients Issuer less any fees or expenses due to the Placement Agent pursuant to the Placement Agreement or as otherwise directed by the Issuer and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of the Placement Agent in a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) instruction to the Escrow Agent. In any event, the parties will confirm the amounts to be distributed to the Issuer and the Placement Agent shall return the Funds or such other parties as they may jointly direct in a written closing statement directed to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from XxxxxxAgent. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 1.3 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In Should the event CSI, VBYR Issuer or Xxxxxx attempts the Placement Agent attempt to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR the Issuer and Xxxxxx the Placement Agent in writingwriting five days in advance. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions resignation or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to removal have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s 's attorneys-at-law shall be conclusive evidence of such good faith. 1.8 1.7 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 1.8 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this the Agreement or any documents or papers deposited or called for hereunder. 1.10 1.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 1.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Escrow Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s 's sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, 's possession without liability to anyone, anyone all or any part of said Escrow Funds until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Escrow Funds and the Transaction Documents any other property and documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina New York in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 1.1. The parties hereby agree to have establish an escrow account with the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as Escrow Agent whereby the Escrow Agent shall receive hold the Funds and the Transaction Documents in escrow and distribute the same as set forth in this AgreementEscrow Funds. 1.2. Any capitalized terms not defined herein shall have the meaning ascribed The Company will cause each subscriber to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents to the Escrow Agent and Xxxxxx shall deposit the Funds with funds necessary for the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any purchase of the Contemplated Transactions prior to consummation; or (iii) February 28Securities, 2005. In the event and executed copies of the consummation Subscription Agreement and any supplements thereto (the “Escrowed Documents”). 1.3. Upon receipt of the Contemplated Transactionsfunds from subscribers, then the Escrow Agent shall promptly release will deposit such amounts into the Funds by account listed below, or wire transfer or check transfers to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to Escrow Agent must be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreementmade as follows, and the Escrow Agent shall also deliver will notify the Transaction Documents to each of CSICompany, VBYR and Xxxxxx. In the event the closing telephonically on a periodic basis, of the Contemplated Transactions does not occur before February 28, 2005 or amount of funds it has received into the Contemplated Transactions are terminated by CSI, VBYR and escrow account: Colorado Business Bank 000 00xx Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents.Xxxxxxxx 00000 ABA Routing Number: ___________________________ Account Name: Xxxxx, Figa & Will, P.C. COLTAF Trust Account Account Number: _________________________ 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer1.4. The Escrow Agent is authorized to disregard any noticesforward each check for collection and, requestsupon collection of the proceeds of each check, instructions or demands received by it from CSIdeposit the collected proceeds in the escrow account. As an alternative, VBYR and Xxxxxx after notice of resignation the Escrow Agent may telephone the bank on which the check is drawn to confirm that the check has been given, except only for the Transfer Instructionspaid. 1.6 The 1.5. Any check returned unpaid to the Escrow Agent shall be reimbursed by CSI returned to the subscribers, and notice will be given to the Company of such return. 1.6. If the Company rejects any subscription for any reasonable expenses incurred in which the event there is a conflict between the parties and Escrow Agent has already collected funds, the Escrow Agent shall deem it necessary promptly issue a refund check to retain counselthe rejected subscribers, upon whose advice without interest thereon. If the Company rejects any subscription for which the Escrow Agent may rely. The has not yet collected funds but has submitted the subscriber’s check for collection, the Escrow Agent shall not be liable for any action taken or omitted by promptly issue a check in the amount of the subscriber's check to the rejected subscribers after the Escrow Agent in good faith and in no event shall has cleared such funds. If the Escrow Agent be liable has not yet submitted a rejected subscriber’s check for collection, the Escrow Agent shall promptly remit the subscriber’s check directly to the subscriber. 1.7. If the Offering is over-subscribed, the Company may in its sole discretion reject in whole or responsible except for in part certain subscriptions or may reduce subscriptions pro-rata and shall instruct the Escrow Agent as to which subscriptions or portions thereof to refund to the subscribers. 1.8. Upon the Escrow Agent’s own gross negligence receipt of $300,000 in Escrow Funds from the subscribers, it shall advise the Company by telephone or willful misconduct. The Escrow Agent has made no representations or warranties e-mail of any deficiency compared to CSIthe purchase price of the Securities due to deduction of wire transfer fees, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder and the Company will immediately provide additional funds to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent Agent, to be added to the Escrow Funds, to the extent of such deficiency. 1.9. After receipt of additional funds from the Company for deduction of wire transfer fees, and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that if the Escrow Agent has also served received the Escrowed Documents from subscribers, and after the Escrowed Funds have had sufficient time to be deposited and cleared as good funds, then the Company shall continue deliver to serve as the legal counsel Escrow Agent: (i) The instruments, if any, evidencing the Securities to CSI be issued to the subscribers or alternatively its written representation that it will deliver any certificates and instruments evidencing the parties each and all waive any claim Securities to the subscribers within ten days from the release of any conflict the Escrowed Funds; (ii) The Company’s executed counterpart of interest as a result thereof.the Subscription Agreement; and 1.7 The Escrow Agent shall be obligated only for (iii) Written instructions from the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by Company advising the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act deliver the Escrow Agent may do Funds to the Company or omit its designee via wire transfer. This initial release of funds following receipt of the $300,000 is referred to do hereunder as the “Closing.” After the Closing, the Company may request at reasonable intervals that subsequent closings occur with respect to additional deposits of Escrow Agent while acting in good faithFunds, and any act done or omitted by the Escrow Agent pursuant subject to the advice of the Escrow Agent’s attorneys-at-law shall receipt of instruments if any, evidencing Securities to be conclusive evidence issued to new subscribers and the Company’s executed counterpart of such good faiththe Subscription Agreement. 1.8 The 1.10. Once the Escrow Agent is hereby expressly authorized Funds have been sent per the Company’s instructions, if provided to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited by the Company the Escrow Agent shall send the Subscription Agreement and Securities (if certificated) to the written notices described respective subscribers, or in accordance with Section 1.3 1.9 above the Company shall cause such documents and instruments to be delivered to the Transfer Instructionssubscribers within ten days of the Closing and/or any subsequent closings. 1.11. If the Closing has not occurred within one year from the date of qualification of the Offering (subject to extension by the Company, in its sole discretion), then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The will promptly return all Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect Funds to the delivery and/or ownership subscribers, without interest or right of possession of the Funds and/or the Transaction Documents held deduction. Any subscription not accepted by the Escrow Agent hereunder, Company prior to the Escrow Agent is authorized and directed in final closing will be promptly returned to the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possessionsubscriber, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned interest or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure therefordeduction.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & XxxxIRA S. SAUL, P.C., Greenville, South Carolina PLC act as Escrow Agent whereby the Escrow Agent shall receive the xxxxxxx xxx Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of dated on even date herewith between VBYR the Company and Xxxxxx Barron (the “"Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”"), and any and all the documents related xxxxxed thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement. The various documents and instruments to be delivered to the Escrow Agent and thereby to the parties in order to close the transaction are set forth in Section 3.2 and 3.3 of the Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “"Transaction Documents"). The Escrow Agent hereby acknowledges that it is familiar with the terms and provisions of the Purchase Agreement.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement Company and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx Barron shall deliver the executed Transaction Documents to the Escrow Agent Escrox Xxxxt as of the date of this Agreement and Xxxxxx Barron shall deposit submit a check in the amount of the Funds with to the Escrow AgentXxxxx. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: first to occur of (ia) such time that Company's transfer agent delivers to the date on which CSICompany, Xxxxxx Barron and VBYR have consummated the Contemplated Transactions; (ii) Escrow Agent confirmation that it has received instruxxxxx from Company to issue the termination of any Preferred Stock in accordance with the terms of the Contemplated Transactions prior to consummation; Preferred Stock Purchase Agreement ("Transfer Instructions") or (iiib) February 28, 2005. In the event Upon delivery of confirmation of the consummation of the Contemplated TransactionsTransfer Instructions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each deliver signed counterparts of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR Barron and Xxxxxxthe Company and disburse the Funds to the Company. In the event the closing If conxxxxxxion of the Contemplated Transactions does Transfer Instruction is not occur before February 28delivered within fifteen (15) business days following the date of this Agreement, 2005 upon delivery thereon or thereafter to the Contemplated Transactions are terminated by CSIEscrow Agent of written notice from Barron, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy Xxxxxxction Documents signed by Barron to Barron and return to the Company the Transaction DocumentsDocuments xxxxxd by xxx Xompany. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 1.4 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR the Company or Xxxxxx Barron attempts to change this Agreement in a manner, which, in the Escrow Xxxxxx Agent’s 's discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR the Company and Xxxxxx Barron in writing. In the case of the Escrow Agent’s 's resignation, the only thx xxxx duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR the Company and Xxxxxx Barron (the “"Transfer Instructions”") that a successor escrow agent has been hxx xxxn appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR the Company and Xxxxxx Barron of the appointment of a successor escrow agent, the name of a successor xxxxxssor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR the Company and Xxxxxx Barron with proof of such transfer. The Escrow Agent is authorized to disregard tx xxxxegard any notices, requests, instructions or demands received by it from CSI, VBYR the Company and Xxxxxx Barron after notice of resignation has been given, except only for the Transfer txx Xxxnsfer Instructions. 1.6 1.5 The Escrow Agent shall be reimbursed by CSI the Company for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s 's own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR the Company or Xxxxxx Barron in connection with this transaction. The Escrow Agent has no liability xxxxxxity hereunder to either party other than to hold the Funds received from Xxxxxx Barron and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx The Company xxx Xxrron each agrees to indemnify and hold harmless the Escrow Agent from and fxxx xxd with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactionsthis transaction, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI the Company and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 1.6 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s 's attorneys-at-law shall be conclusive evidence of such good faith. 1.8 1.7 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described Transfer Instructions, the termination notice of Barron provided for in Section 1.3 and the Transfer Instructions 1.2 above and/or orders or process of courts xxxxxs of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 1.8 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this the Agreement or any documents or papers deposited or called for hereunder. 1.10 1.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 1.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s 's sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s 's possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State Commonwealth of South Carolina Virginia in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & XxxxJoseph B. LaRocco, P.C., Greenville, South Carolina Esq. act as Escrow Agent whereby the Escrow Agent shall receive the xxxxx xxxxxxx xxe Shares and Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents to the Escrow Agent and Xxxxxx shall deposit the Funds with the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.21.2 Prior to each Put Notice Date, (i) the Company shall deliver to the Escrow Agent shall release certificates representing the Funds Shares to be issued to the Authorized Recipients Investor and Transaction Documents to CSIregistered in the name of the Investor, VBYR and Xxxxxx upon receipt or in street name as may be requested by Investor, or deposit such Shares into the account(s) (with the Investor receiving confirmation that the Shares are in such account(s)) designated by the Investor for the benefit of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated Investor and (ii) the Escrow Agent Investor shall return the Funds deliver to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice Purchase Price to be paid for such Shares (after receipt of termination confirmation of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion delivery of such Shares), determined as aforesaid, by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties heretowire transfer. In the event CSI, VBYR or Xxxxxx attempts alternative to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case physical delivery of the Escrow Agent’s resignation, the only duty of certificates for Common Stock to the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and if delivery of the Transaction Documents Shares may be effectuated by electronic book-entry through The Depository Trust Company ("DTC"), then delivery of the Shares pursuant to said successor escrow agentsuch purchase shall, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof unless requested otherwise by such Investor (or holder of such transfer. The Escrow Agent is authorized to disregard any noticesShares), requests, instructions or demands received settle by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted book-entry transfer through DTC by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other DocumentsPut Notice Date. The parties agree to coordinate with DTC to accomplish this objective. In addition, each and all acknowledge and recognize that of the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI Company and the parties each Investor shall deliver all documents, instruments and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent writings required to be genuine and delivered by either of them to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice Investment Agreement at or prior to each Closing. The number of the Escrow Agent’s attorneys-at-law shall Shares to be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized delivered to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever the result of the following formula: _____________The Dollar Amount of the Put Notice_____________ --------------------------------------------------------------------- 92% of the average of the lowest three (3) closing bid prices of the Company's common stock during the specified Purchase Period 1.3 Prior to institute or defend any such proceedings or each Closing Date the Investor shall wire to the Escrow Agent that amount necessary to purchase the Shares on the Closing Date as required by the Transaction Documents (the "Purchase Amount"). 1.4 On each Closing Date the Escrow Agent shall forward the Shares being purchased to the Investor, per Investor's written instructions, and wire the amount necessary to purchase the Shares, pursuant to the Transaction Documents, to the Company, per the Company's written instructions. Subject to the terms set forth in the Transaction Documents, the Investor is required to purchase the lesser of (a) the Dollar Amount set forth in the Put Notice and (b) to deliver 15% of the total Volume Weighted Average Price during the applicable Purchase Period. The Escrow Agent shall deduct from the Funds and he receives in escrow from the Transaction Documents held Investor the following amounts: (a) 6% of the Purchase Amount on each Closing Date, to be wired to the Investor, or its designee, per Investor's instructions (or deducted by the Investor, at its sole option, from the Purchase Amount being wired to the Escrow Agent); (b) On each Closing Date Escrow Agent shall deduct from the Purchase Amount as an escrow fee the sum of $1,000 for each Put Notice; which amount the Escrow Agent hereunder may deduct from the proceeds received in escrow from the Investor; (c) Any amount owed to a state or federal court having competent subject matter jurisdiction the Investor on the first Closing Date, which amount represents the balance owed to the Investor pursuant to the terms of the Investment Agreement; and located in (d) Any amount owed to the State Escrow Agent on the First Closing Date, which amount represents the balance owed to the Escrow Agent pursuant to the terms of South Carolina in accordance with the applicable procedure thereforInvestment Agreement.

TERMS OF THE ESCROW. 1.1 1.1. The parties to this Agreement hereby agree to have establish an escrow account with the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as Escrow Agent whereby the Escrow Agent shall receive hold the Funds and Escrow Shares as contemplated by this Agreement. 1.2. On the Transaction Documents date hereof, the Company shall issue to the Principal, or his designee, the Escrow Shares in escrow and distribute consideration for the same as various agreements of the Principal set forth in this Agreement. Any capitalized terms not defined herein The Escrow Shares shall have be delivered by the meaning ascribed Company directly to them the Escrow Agent. On the date hereof, the Principal or his designee, as applicable, shall deliver to the Escrow Agent an undated medallion guaranteed stock power (or such other instrument or document as may be required by the Company’s transfer agent to effectuate the transfer of the Escrow Shares as contemplated by this Agreement). 1.3. The Principal shall use his best efforts to effectuate the transfer of the Real Estate to the PRC Sub in accordance with the Preferred Stock Purchase Agreement, of even Real Estate Transfer Agreement within ten (10) months following the date herewith between VBYR and Xxxxxx hereof (the “Preferred Stock Purchase AgreementOutside Date”)) and will not take any action which could frustrate or delay such transfer. In addition, the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”)Principal shall, and shall cause the Casting Company to, perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, accomplish the “Documents,” and all Documents other than purposes of this Agreement, the Preferred Stock Purchase Real Estate Transfer Agreement and the Merger Agreement being collectively referred to herein consummation of the transactions contemplated hereby and thereby. 1.4. The Escrow Shares will be released from the escrow as follows: (a) If the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties Real Estate has not been transferred to the Preferred Stock Purchase PRC Sub in accordance with the Real Estate Transfer Agreement and on or before the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Outside Date, CSI, VBYR and Xxxxxx shall deliver then the executed Transaction Documents to Investor Representative may instruct the Escrow Agent and Xxxxxx shall deposit the Funds with to release the Escrow AgentShares to the Company and, promptly upon receipt of such instructions, the Escrow Agent will so release the Escrow Shares to the Company. The Escrow Agent shall thereafter hold need only rely on the Funds instruction from the Investor Representative in this regard and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of will disregard any of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005contrary instructions. In such event the event of Company shall immediately deliver the consummation of certificates representing the Contemplated TransactionsEscrow Shares to the Company’s transfer agent along with written instructions to the transfer agent instructing the transfer agent to cancel the Escrow Shares whereupon such Escrow Shares shall no longer be issued and outstanding. (b) If the Real Estate has been transferred to the PRC Sub in accordance with the Real Estate Transfer Agreement on or before the Outside Date, then the Escrow Agent Principal and the Investor Representative shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and jointly instruct the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then release the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds Shares to the Authorized Recipients and Transaction Documents to CSIPrincipal or his designee and, VBYR and Xxxxxx promptly upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirablesuch instructions, the Escrow Agent may resign as will so release the Escrow Shares to the Principal or his designee. (c) Notwithstanding any other provision of this Agreement, if at any time Escrow Agent shall receive from the Principal and the Investor Representative (prior to being directed to take action by notifying CSI, VBYR and Xxxxxx in writing. In a court) joint written instructions as to the case delivery of the Escrow Agent’s resignationShares or any portion thereof, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina Shares in accordance with the applicable procedure thereforsuch joint written instructions.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxxx Xxxxxx Xxxx & XxxxGreen, P.C., Greenville, South Carolina P.C. act as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents Preferred Stock Certificates in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of dated an even date herewith between VBYR the Company and Xxxxxx (the “Preferred Stock Purchase Agreement”), and the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, Agreement. The various documents and instruments to be delivered to the “Documents,” Escrow Agent and all Documents other than this thereby to the parties in order to close the transaction are set forth in Section 3.2 and 3.3 of the Purchase Agreement, . The Escrow Agent hereby acknowledges that it is familiar with the Preferred Stock terms and provisions of the Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction DocumentsAgreement.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR Company and Xxxxxx shall deliver submit a wire transfer of immediately available funds in the executed Transaction Documents to the Escrow Agent and Xxxxxx shall deposit amount of the Funds with to the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents Preferred Stock Certificates until the earlier of: first to occur of (ia) such time that the date on which CSIEscrow Agent has received evidence from either Xxxxxx or the Company indicating that the Share Increase Amendment has or has not been approved or adopted by the Company’s shareholders and indicating whether to release the Funds from Escrow to the Company or return them to Xxxxxx, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior to consummation; or (iiib) February 28July 1, 20052006 (the “Outside Date”). In Upon receipt of such evidence from either Xxxxxx or the event of Company that the consummation of the Contemplated TransactionsShare Increase Amendment has been adopted and approved by shareholders, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by send the Preferred Stock Purchase Agreement, Certificates to the Investor and the Escrow Agent shall also deliver Funds and the Transaction Documents interest accrued on the Funds while held in escrow to each of CSIthe Company. If by the Outside Date, VBYR and Xxxxxx. In neither the event Company nor Xxxxxx has provided evidence that the closing of Share Increase Amendment has been adopted or approved by the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such dateCompany’s shareholders, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx, the Preferred Stock Certificates shall be canceled, and the Company, within five (5) business days after the Outside Date, shall pay Xxxxxx and destroy the Transaction Documents either an amount equal to one percent (a1%) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from XxxxxxFunds, or $20,000, for each thirty (30) day period during which the Funds were held in Escrow. 1.4 1.3 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 1.4 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR the Company or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR the Company and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR the Company and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents Preferred Stock Certificates that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR the Company and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents Preferred Stock Certificates to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents Preferred Stock Certificates to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR the Company and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR the Company and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 1.5 The Company shall pay the Escrow Agent a fee of $2,500 in consideration of the Escrow Agent’s services hereunder. In addition, the Escrow Agent shall be reimbursed one-half by CSI the Company and one-half by Xxxxxx for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR the Company or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds and Preferred Stock Certificates received from Xxxxxx and the Company and to deliver the Funds under and Preferred Stock Certificates pursuant to the terms hereof. CSI, VBYR The Company and Xxxxxx each agrees agrees, severally and not jointly, to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactionsthis transaction, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 1.6 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 1.7 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the Transfer Instructions, any joint written notices described in Section 1.3 notice or instruction from Xxxxxx and the Transfer Instructions Company, and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 1.8 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement the Agreement, Transfer Instructions, or any other documents or papers deposited or called for hereunder. 1.10 1.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 1.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents Preferred Stock Certificates in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents Preferred Stock Certificates held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina Colorado or New York in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have establish an escrow account (the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as “Escrow Account”) with the Escrow Agent whereby the Escrow Agent shall receive hold the Funds and collected funds deposited into the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx Escrow Account (the “Preferred Stock Purchase AgreementEscrow Funds”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery Escrow Agent’s receipt of this Agreement by the parties heretoEscrow Funds from the Subscribers for the Closing, it shall telephonically advise the parties to Company, or the Preferred Stock Purchase Agreement and Company’s designated attorney or agent, of the Merger Agreement shall execute and deliver such agreements, and this Agreement, amount of funds it has received into the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents Escrow Account. 1.3 Wire transfers to the Escrow Agent shall be made as follows: 1.4 The Escrow Agent shall, upon receipt of written instructions in a form and Xxxxxx shall deposit the Funds with substance satisfactory to the Escrow Agent. The Escrow Agent shall thereafter hold , received from the Funds Company (including a representation from the Company that the Company has furnished each Subscriber with the Form 8-K and that each Subscriber reconfirmed its investment in the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any Offering following receipt of the Contemplated Transactions prior Form 8-K), pay the Escrow Funds in accordance with such written instructions, such payment or payments to consummation; be made by wire transfer within one (1) business day of receipt of such written instructions. 1.5 The Company may reject or (iii) February 28cancel any subscription in the Offering in whole or in part. If payment for any such rejected or canceled subscription has been delivered to the Escrow Agent, 2005. In the event of the consummation of the Contemplated Transactions, then Company will inform the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreementrejection or cancellation, and the Escrow Agent upon receiving such notice shall also deliver the Transaction Documents promptly return such funds to each of CSIsaid Subscriber, VBYR but in no event prior to those funds becoming collected and Xxxxxxavailable for withdrawal. In the event the closing addition, Subscribers are required to reconfirm their subscription upon receipt of the Contemplated Transactions does Form 8-K. Subscribers who do not occur before February 28reconfirm their subscription will be entitled to a return of their subscription funds, 2005 without interest or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxxdeduction, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint receiving written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent Company shall promptly return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds such funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer InstructionsSubscribers. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 1.1. The parties hereby agree to have establish an escrow account with the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as Escrow Agent whereby the Escrow Agent shall receive hold the Escrowed Shares and Escrowed Funds. The Escrowed Funds and shall be held in a non-interest bearing account. 1.2. Upon the Transaction Documents in escrow and distribute closing of the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”)Acquisition, the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (Company shall deposit the “Merger Agreement”)Property directly with the Escrow Agent, and any with respect to the Escrowed Fund in immediately available funds by federal wire transfer. The Escrowed Shares shall remain the property of Shareholder, and all documents related theretoEscrowed Funds shall remain the property of the Company and neither shall be subject to any liens or charges by the Sellers or the Escrow Agent or judgments or creditors' claims against the Sellers, with this until released to the Sellers as contemplated by the Option Agreement being an exhibit as hereinafter provided. Escrow Agent will not use the information provided to such Preferred Stock Purchase Agreement (collectively, it by the “Documents,” and all Documents Company or the Sellers for any purpose other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein fulfill its obligations as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this AgreementEscrow Agent. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents Wire transfers to the Escrow Agent and Xxxxxx shall deposit the Funds with be made to a non-interest bearing account of the Escrow AgentAgent as follows: Bank: Citibank, N.A. Address: 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 ABA No.: 000000000 SWIFT: CITI US 33 Account: Loeb & Loeb LLP Escrow Account Account No.: 00000000 Reference: Spring Creek Acquisition Corp. (211819-10001) 1.3. The Escrow Agent shall thereafter continue to hold the Funds Property, subject to the terms hereof and without the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination accrual of any interest thereon, until it receives instructions to release the Property with respect to some or all of the Contemplated Transactions prior to consummation; Shares as follows: (a) Upon receipt of a notice from a Seller or (iii) February 28Sellers that the Put Option or Call Option has been exercised and such exercise has been closed in accordance with the relevant Option Agreement, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release $2.40 of the Escrowed Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in Company and 15.49 of the amounts designated Escrowed Shares to the Shareholder for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated Share covered by the Preferred Stock Purchase Agreement, and relevant exercise notice; (b) Upon the Company delivering to the Escrow Agent shall also deliver a Release Notice, in the Transaction Documents to each of CSIform attached hereto as Exhibit A (each, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28a “Release Notice”), 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds Property to the Authorized Recipients relevant Sellers in accordance with the Release Notice; or (c) Upon the end of the 10th business day following a notice to the Company and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt the Sellers of a joint written notice from CSIRelease Request (defined below), Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return release the Funds Property in accordance with such Release Request; provided the Company has not objected to Xxxxxx and destroy such release in writing prior to such time. In the Transaction Documents either (a) upon event that the receipt Company has objected to such release in writing by the end of the 10th business day following a notice to the Company of a joint written notice from CSIRelease Request, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if then the Escrow Agent has not received is hereby authorized to act in accordance with Section 2.12 of this Agreement. For purposes of this agreement “business day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday or a day on which banking institutions in the notice described City of New York, State of New York, in Section 1.3(i) above the Hong Kong Special Administrative Region, or in Beijing, China, are authorized or required by law or other governmental action to close. 1.4. Once the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion a Release Notice executed by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agentCompany, the Escrow Agent shall promptly thereafter transfer disburse the Funds Property in accordance with the flow of funds and deliver instructions set forth in the Transaction Documents to said successor escrow agentapplicable Release Notice. 1.5. Immediately after said transfer At any time upon the receipt of a written request executed by each of the Funds Company, the Sellers, AutoChina and delivery of Shareholder to the Transaction Documents to said successor escrow agentEscrow Agent, the Escrow Agent shall furnish CSI, VBYR promptly return the Escrowed Shares to the Shareholder and Xxxxxx the Escrowed Funds to the Company pursuant to written wire instructions to be delivered by the Company to the Escrow Agent. In the event that the Put Option with proof respect to any of such transfer. The the Shares expires without being exercised and none of the Sellers has notified the Escrow Agent is authorized of any dispute with the Company regarding to disregard any noticesthe Option Agreements or the Property, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary promptly return the Escrowed Shares to retain counselthe Shareholder and the Escrowed Funds to the Company pursuant to written wire instructions to be delivered by the Company to the Escrow Agent. 1.6. Upon the exercise of the Put Option, upon whose advice a Seller shall deliver a notice of such exercise to the Escrow Agent. In the event the Company fails to close on the exercise of the Put Option in accordance with such notice and the Option Agreement, the Seller shall provide the Escrow Agent may rely. The Escrow Agent shall not with a written request that the Property be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and released with respect to any suitsthe Shares subject to the exercise notice in the form attached hereto as Exhibit B (each, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith“Release Request”), and any act done or omitted by the Escrow Agent pursuant to the advice upon receipt of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporationa Release Request, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any within 2 business days notify the Company and each of the parties hereto or to any other person, firm or corporation by reason Sellers of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdictionRelease Request. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have establish an escrow account with the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as Escrow Agent whereby the Escrow Agent shall receive hold the Funds and funds for the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed purchase of up to them $3,000,000, in the Preferred aggregate, of Common Stock and Warrants as contemplated by the Purchase Agreement. 1.2 Upon the Escrow Agent's receipt of the aggregate Subscription Amounts for the Closing into its master escrow account, together with executed counterparts of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Registration Rights Agreement, it shall telephonically advise the Preferred Stock Purchase Agreement and Company, or the Merger Agreement shall not be escrowed under Company's designated attorney or agent, of the terms amount of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents funds it has received into its master escrow account. 1.3 Wire transfers to the Escrow Agent and Xxxxxx shall deposit the Funds with the Escrow Agent. be made as follows: STERLING NATIONAL BANK 000 0XX XXXXXX XXX XXXX, XX 00000 Account Name: Xxxxxxx Xxxxxxxxx LLP ABA ROUTING NO: 000000000 ACCT NO: 0000000000 Remark: CPTC/[FUND NAME] 1.4 The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) the date on which CSICompany, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing following being advised by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described Subscription Amounts for the Closing along with facsimile copies of counterpart signature pages of the Purchase Agreement, Registration Rights Agreement and this Agreement from each Purchaser, shall deliver to the Escrow Agent the certificates representing the certificates evidencing the Securities to be issued to each Purchaser at the Closing together with: the Company's executed counterpart of the Purchase Agreement; the Company's executed counterpart of the Registration Rights Agreement; the executed opinion of Company Counsel, in Section 1.3(ithe form of EXHIBIT D to the Purchase Agreement; and the Company's original executed counterpart of this Escrow Agreement. 1.5 In the event that the foregoing items are not in the Escrow Agent's possession within five (5) above or Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Subscription Amount for the Closing, then each Purchaser shall have the right to demand the return of their portion of the Subscription Amount. 1.6 Once the Escrow Agent receives notice of termination a Release Notice in the form attached hereto as EXHIBIT X executed by the Company and each Purchaser, it shall (a) wire 93% of the Contemplated Transactions solely from Xxxxxxaggregate Subscription Amounts to the Company's account listed in Section 1.7 below, net of $10,000 per the instructions of HPC Capital Management, and (b) wire the remaining 7% of the aggregate Subscription Amounts per the written instructions of HPC Capital Management. 1.4 Upon 1.7 Wire transfers to the completion by Company shall be made pursuant to written instructions from the Company provided to the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and on the Escrow Agent shall have no further liability hereunderClosing Date. 1.5 This Agreement may be altered or amended only with 1.8 Once the written consent of all of funds (as set forth above) have been sent per the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agentCompany's instructions, the Escrow Agent shall promptly thereafter transfer then arrange to have the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agentShares, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Registration Rights Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunderWarrants, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds Agreement and the Transaction Documents in opinion of counsel delivered to the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure thereforappropriate parties.

TERMS OF THE ESCROW. 1.1 1.1. The parties hereby agree to have establish an escrow account (the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as “Escrow Account”) with the Escrow Agent whereby the Escrow Agent shall receive hold the Funds and the Transaction Documents in escrow and distribute the same Escrow Shares as set forth in contemplated by this Agreement. 1.2. Any capitalized terms not defined herein shall have Upon the meaning ascribed to them in the Preferred Stock Purchase Agreement, execution of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx Principal Stockholder shall deliver the executed Transaction Documents to the Escrow Agent stock certificates equal to the number of shares of Common Stock constituting one hundred percent (100%) of the shares of Common Stock underlying the Series A Preferred Shares indicated on Schedule A hereto (such shares of Common Stock delivered by the Principal Stockholder plus such additional number of shares of Common Stock as may be required to be deposited hereunder pursuant to Sections 1.3, 1.4 or 1.5 hereof shall be collectively referred to in this Agreement as the “Escrow Shares”), along with updated stock powers executed in blank, signature medallion guaranteed or in other form and Xxxxxx shall deposit the Funds with substance acceptable for transfer. 1.3. The parties hereby agree that the Escrow Agent. The Escrow Agent Shares shall thereafter hold be distributed based on and subject to the Funds and achievement of the Transaction Documents until the earlier of: 2008 Performance Thresholds as set forth below: (i) If the Company achieves less than 50% of each of the 2008 Performance Thresholds, then the number of the Escrow Shares to be distributed to each Purchaser shall be calculated as follows: (a) A = X Y (b) B = (A)(Z) Where: A = such Purchaser’s percentage ownership of Escrow Shares B = the number of Escrow Shares to be distributed to such Purchaser X = the number of shares of Series A Preferred (on an as converted basis) and Conversion Shares owned by such Purchaser as of the date of distribution of the Escrow Shares (the “Distribution Date”) Y = number of Series A Preferred Shares issued on which CSIthe Closing Date (on an as-converted basis) Z = the Escrow Shares Within five (5) business days of the Purchaser Representative’s receipt of the 2008 Financial Statements pursuant to Section 1.7 hereof, Xxxxxx the Purchaser Representative shall provide sole written instructions to the Escrow Agent instructing the Escrow Agent to issue and VBYR have consummated deliver the Contemplated Transactions; Escrow Shares to the Purchasers in accordance with the calculation above. Any Escrow Shares remaining after disbursement to the Purchasers in accordance with the calculation above shall be returned to the Escrow Account. Within five (5) business days after the release of the Escrow Shares to the Purchasers, the Principal Stockholder shall deposit into the Escrow Account stock certificates equal to the number of shares of Common Stock necessary to maintain one hundred percent (100%) of the shares of Common Stock underlying the Preferred Shares initially issuable under the Purchase Agreement in the Escrow Account. (ii) If the termination of any Company achieves at least 50% but less than 95% of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent2008 Performance Thresholds, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer each Purchaser its number of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina Shares in accordance with the applicable procedure thereforcalculation below. (a) A = X Y (b) B = 2*(Z*A) Where: A = such Purchaser’s percentage ownership of Escrow Shares B = the number of Escrow Shares to be distributed to such Purchaser X = the number of shares of Series A Preferred (on an as converted basis) and Conversion Shares owned by such Purchaser as of the Distribution Date Y = number of Series A Preferred Shares issued on the Closing Date (on an as-converted basis) Z = the Escrow Shares multiplied by the Lowest Threshold Percentage

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have establish the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as escrow accounts with the Escrow Agent whereby the Escrow Agent shall receive hold the Funds. Notwithstanding anything else to the foregoing, the parties agree that the Escrow Agent may hold the Funds in one or more sub-accounts under a master attorney escrow account. 1.2 Upon the Escrow Agent’s receipt of the Funds into the escrow accounts, it shall advise the Purchasers, the Sellers and WPCS, or each of their designated attorneys or agents, in writing, of the Transaction Documents in Funds it has received into the escrow accounts. 1.3 Wire transfers to the Escrow Agent shall be made as follows: 1.4 The duties and distribute responsibilities of the same Escrow Agent are as set forth in this Agreement. Any capitalized terms not defined herein shall have below: (1) If the meaning ascribed Purchase Price is reduced pursuant to them in Section 2.5(d) of the Preferred Stock Purchase Agreement, or, if pursuant to Sections 2.4(a)(ii), 2.4(a)(iii) or 6.10 of even date herewith between VBYR and Xxxxxx the Purchase Agreement, the Purchasers are entitled to a distribution of all or a part of the Funds, or (2) if pursuant to Section 2.4(a)(iii) of the Purchase Agreement, the Sellers are entitled to a distribution of all or a part of the Funds (in each case, the “Preferred Stock Purchase AgreementRequesting Party”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx Requesting Party shall deliver the executed Transaction Documents an instruction to the Escrow Agent and Xxxxxx shall deposit to distribute to such Requesting Party the applicable portion of the Funds with the Escrow Agent(each, a “Distribution Request”). The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) the date on which CSIUpon receipt of a Distribution Request, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check send a copy of such Distribution Request to the Authorized Recipients listed on Exhibit other party (the “A” attached hereto Recipient Party”). Additionally, the Requesting Party agrees that upon the delivery of a Distribution Request to the Escrow Agent, the Requesting Party will simultaneously deliver a copy of such Distribution Request to the Recipient Party in the amounts designated manner for each notices provided in Section 2.2 hereof. Such Recipient Party shall have five (5) Business Days (as defined in this Agreement) following receipt of such Authorized Recipients for use by CSI and VBYR Distribution Request within which to repay notify the Dividend Note Escrow Agent of CSI its objection to such Distribution Request (the Original Shareholders“Objection Period”). If such Recipient Party objects to such Distribution Request within such five (5) Business Day period, to repay the Merger Note portion of the Merger Consideration then there will be deemed to be paid by VBYR to a conflict (a “Conflict”) between the Original Shareholders Requesting Party and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase AgreementRecipient Party, and the Escrow Agent shall also proceed in accordance with the terms and conditions of Section 2.15 of this Agreement. If the Recipient Party fails to timely deliver the Transaction Documents an objection to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds pursuant to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in this Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent1.4(A), the Escrow Agent shall promptly thereafter transfer pay to the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer Requesting Party a portion of the Funds and delivery equal to the amount requested in the Distribution Request, not to exceed the entire amount of the Transaction Documents to said successor escrow agent, Funds. Any such payment shall be made within two (2) Business Days following the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof expiration of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer InstructionsObjection Period. 1.6 (B) The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than continue to hold any remaining Funds following the Funds received from Xxxxxx and to deliver the Funds under payment of any Distribution Request in accordance with the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, . (C) Subject to the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim balance of any conflict Funds remaining after the delivery of interest payments required pursuant to Section 1.4(A), which are not subject to a Conflict, shall be delivered to the Sellers or their designee, in proportions as a result thereofshall be determined by the Sellers, within two (2) Business Days following the expiration of the final Objection Period. 1.7 (D) The Escrow Agent shall be obligated only for may also disburse the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent Funds pursuant to the advice joint written instruction of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this AgreementPurchasers, the necessary parties hereto shall join in furnishing such documentsSellers and WPCS. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree FOR EACH PUT Each time the Company shall send a Put Notice to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act Investor as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them provided in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (it shall send a copy, by facsimile, to the “Preferred Stock Purchase Agreement”)Escrow Agent. Each time the Investor shall purchase shares pursuant to a Put, the Agreement and Plan Investor shall send the applicable Investment Amount of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents Put Shares to the Escrow Agent on or before the Closing Date for such Put. The Company shall promptly, but no later than five (5) Trading Days after receipt of notice from the Escrow Agent that it has the funds for the Investment Amount cause its Transfer Agent to deliver the Put Shares to Investor's account through the Depository Trust Company, if possible, or else to deliver such certificates to the Escrow Agent. In the event that the certificates representing the Put Shares are not in the Investor's or the Escrow Agent's possession within five (5) Trading Days of the date of the Escrow Agent's notice, then Investor shall have the right to demand, by notice, the return of the Investment Amount, and Xxxxxx the Put Notice shall deposit be deemed cancelled. The Escrow Agent shall within one (1) Trading Day of Closing wire the Funds with Investment Amount per the written instructions of the Company net of: a finder's fee to Triton West Group equal to, (i) as to each of the initial six Puts, if any, .3333% of the Commitment Amount plus three percent (3%) of the applicable Investment Amount and, (ii) as to each subsequent Put thereafter, if any, three percent (3%) of the applicable Investment Amount; and One Thousand Dollars ($1,000) as escrow expenses to the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior remit finder's fee to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by Triton West Group in accordance with wire transfer or check instructions that will be sent to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from XxxxxxTriton West Group. MISCELLANEOUS No waiver or any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. All notices or other communications required or permitted hereunder shall be in writing, and shall be sent by fax, overnight courier, registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received upon receipt thereof, as set forth in the Purchase Agreement. This Escrow Agent Agreement shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent be binding upon and shall release the Funds inure to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination benefit of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate permitted successors and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all permitted assigns of the parties hereto. In This Escrow Agreement is the event CSIfinal expression of, VBYR and contains the entire agreement between, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Escrow Agreement may not be modified, changed, supplemented or Xxxxxx attempts terminated, nor may any obligations hereunder be waived, except by written instrument signed by the parties to change be charged or by their respective agents duly authorized in writing or as otherwise expressly permitted herein. Whenever required by the context of this Escrow Agreement, the singular shall include the plural and masculine shall include the feminine. This Escrow Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to Articles are to this Escrow Agreement. The parties hereto expressly agree that this Escrow Agreement shall be governed by, interpreted under and construed and enforced in accordance with the laws of the State of New York. Except as expressly set forth herein, any action to enforce, arising out of, or relating in any way to, any provisions of this Escrow Agreement shall brought through the American Arbitration Association at the designated locale of New York, New York as is more fully set forth in the Purchase Agreement. The Escrow Agent's duties hereunder may be altered, amended, modified or revoked only by a mannerwriting signed by the Company, which, in each Investor and the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, excepting only its own gross negligence or willful misconduct, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s 's attorneys-at-law (other than Escrow Agent itself) shall be conclusive evidence of such good faith. 1.8 . The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 . The Escrow Agent shall not be liable in any respect on account of the identity, authorities authorization or rights of the parties executing or delivering or purporting to execute or deliver this the Purchase Agreement or any documents or papers deposited or called for thereunder or hereunder. 1.10 If . The Escrow Agent shall be entitled to employ such legal counsel and other experts as the Escrow Agent reasonably requires other or further documents may deem necessary properly to advise the Escrow Agent in connection with this Agreementthe Escrow Agent's duties hereunder, may rely upon the necessary parties hereto shall join in furnishing advice of such documents. 1.11 It is understood counsel, and agreed that should any dispute arise with respect may pay such counsel reasonable compensation therefor. The Escrow Agent has acted as legal counsel for the Investor, and may continue to act as legal counsel for the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by Investor, from time to time, notwithstanding its duties as the Escrow Agent hereunder, . The Company consents to the Escrow Agent is authorized in such capacity as legal counsel for the Investors and directed in waives any claim that such representation represents a conflict of interest on the part of the Escrow Agent’s sole discretion (a) to retain . The Company understands that the Funds Investor and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver are relying explicitly on the Funds and the Transaction Documents held by the foregoing provision in entering into this Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure thereforAgreement.

TERMS OF THE ESCROW. 1.1 1.1. The parties hereby agree to have establish an escrow account (the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as “Escrow Account”) with the Escrow Agent whereby the Escrow Agent shall receive hold the Funds and the Transaction Documents in escrow and distribute the same Escrow Shares as set forth in contemplated by this Agreement. 1.2. Any capitalized terms not defined herein shall have Upon the meaning ascribed to them in the Preferred Stock Purchase Agreement, execution of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx Principal Stockholder shall deliver the executed Transaction Documents to the Escrow Agent stock certificates equal to the number of shares of Common Stock constituting one hundred percent (100%) of the shares of Common Stock underlying the Series A Preferred Shares indicated on Schedule A hereto (such shares of Common Stock delivered by the Principal Stockholder plus such additional number of shares of Common Stock as may be required to be deposited hereunder pursuant to Sections 1.3, 1.4 or 1.5 hereof shall be collectively referred to in this Agreement as the “Escrow Shares”), along with updated stock powers executed in blank, signature medallion guaranteed or in other form and Xxxxxx shall deposit the Funds with substance acceptable for transfer. Fifty percent (50%) of the Escrow AgentShares shall be allocated for the 2010 Performance Threshold and shall be referred to as the “2010 Escrow Shares” and the remaining fifty percent (50%) of the Escrow Shares shall be allocated for the 2011 Performance Threshold and shall be referred to as the “2011 Escrow Shares”. 1.3. The parties hereby agree that the Escrow Agent Shares shall thereafter hold be distributed based on and subject to the Funds and achievement of the Transaction Documents until the earlier of: 2010 Performance Thresholds as set forth below: (i) If the Company achieves less than 50% of the 2010 Performance Threshold, then the number of the 2010 Escrow Shares to be distributed to each Purchaser shall be calculated as follows: (a) A = X Y (b) B = (A)(Z) Where: A = such Purchaser’s percentage ownership of 2010 Escrow Shares B = the number of 2010 Escrow Shares to be distributed to such Purchaser X = the number of shares of Series A Preferred (on an as converted basis) and Conversion Shares owned by such Purchaser as of the date of distribution of the 2010 Escrow Shares (the “Distribution Date”) Y = number of Series A Preferred Shares issued on which CSIthe Closing Date (on an as-converted basis) Z = the 2010 Escrow Shares Within five (5) business days of the Purchasers’ receipt of the 2010 Financial Statements pursuant to Section 1.7 hereof, Xxxxxx the Purchasers shall provide sole written instructions to the Escrow Agent instructing the Escrow Agent to issue and VBYR have consummated deliver the Contemplated Transactions; 2010 Escrow Shares to the Purchasers in accordance with the calculation above. Any 2010 Escrow Shares remaining after disbursement to the Purchasers in accordance with the calculation above shall be returned to the Principal Stockholder. (ii) If the termination of any Company achieves at least 50% but less than 95% of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent2010 Performance Threshold, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer each Purchaser its number of the Funds and delivery of the Transaction Documents to said successor escrow agent, the 2010 Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina Shares in accordance with the applicable procedure thereforcalculation below. (a) A = X Y (b) B = 2*(Z*A) Where: A = such Purchaser’s percentage ownership of 2010 Escrow Shares B = the number of 2010 Escrow Shares to be distributed to such Purchaser X = the number of shares of Series A Preferred (on an as converted basis) and Conversion Shares owned by such Purchaser as of the Distribution Date Y = number of Series A Preferred Shares issued on the Closing Date (on an as-converted basis) Z = the 2010 Escrow Shares multiplied by the Lowest Threshold Percentage

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have establish an escrow account (the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as “Escrow Account”) with the Escrow Agent whereby the Escrow Agent shall receive hold the Funds and the Transaction Documents in escrow and distribute the same Escrow Shares as set forth in contemplated by this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement, the Principal Stockholders shall deliver to the Escrow Agent stock certificates evidencing an aggregate of 444,498 shares of Common Stock, along with undated stock powers executed in blank, as set forth on Schedule A (the “Escrow Shares”). 1.3 The parties hereby agree that the Escrow Shares shall be delivered as set forth below: (i) The Escrow Shares shall be held in the Escrow Account for a period of two (2) years from the date of this Agreement by (the parties hereto, “Escrow Period”). (ii) In the parties to event that the Preferred Stock Purchase Company notified the Escrow Agent that the Company is exercising its rights under Section 8.07 of the Share Exchange Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx Escrow Agent shall deliver the executed Transaction Documents Escrow Shares to the Escrow Agent and Xxxxxx shall deposit Company pursuant to the Funds with the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any written instructions of the Contemplated Transactions prior to consummation; or Company. (iii) February 28, 2005. In At the event end of the consummation of the Contemplated TransactionsEscrow Period, then the Escrow Agent shall promptly release the Funds by wire transfer or check deliver to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original ShareholdersPrincipal Stockholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, Shares remaining in the Escrow Agent’s discretionAccount, shall be undesirableon a pro rata basis, at the applicable address set forth in Section 3.3 hereof. (iv) Notwithstanding the foregoing to the contrary, if, during the Escrow Agent may resign as Escrow Agent by notifying CSIPeriod, VBYR Mx. Xx, together with his affiliates, successors and Xxxxxx in writing. In the case assigns, beneficially owns less than fifty percent (50%) of the Escrow Agent’s resignation, the only duty aggregate outstanding shares of Common Stock of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agentParent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the any Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed Shares remaining in the Escrow Agent’s sole discretion (a) Account to retain the Funds and Principal Stockholders, the Transaction Documents in Company shall no longer not have any rights to the Escrow Agent’s possession, without liability to anyone, until such disputes Shares and this Agreement shall have been settled either by mutual written agreement terminate and be of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired no further force and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure thereforeffect.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have establish an escrow account with the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as Escrow Agent whereby the Escrow Agent shall receive hold certain certificates representing the Funds Common Shares. The Company will deliver, within three (3) days following the closing of the Merger Agreement, eight hundred eighty five thousand seven hundred fourteen (885,714) authorized and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them non-outstanding shares of Common Stock in the Preferred Stock Purchase Agreement, Company in the form of even date herewith between VBYR and Xxxxxx eighty-eight (the “Preferred Stock Purchase Agreement”), the Agreement and Plan 88) certificates of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”)ten thousand Common Shares each, and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement one (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents1) certificate of five thousand seven hundred fourteen (5,714) Common Shares.”) 1.2 Upon the execution Escrow Agent's receipt of the Conversion Notice, he shall notify the Company, or the Company's designated attorney or agent, of the amount of Common Shares convertible and delivery of this Agreement by deliverable to GCA pursuant to the parties heretoConversion Notice. 1.3 In the event GCA elects to exercise its right to convert the Securities, the parties hereby agree that any Conversion Notice to the Preferred Stock Purchase Agreement and the Merger Agreement be delivered by GCA shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents delivered to the Escrow Agent Agent, along with evidence of the Conversion Price (as defined in the Securities) as reported by Bloomberg L.P. and Xxxxxx shall deposit a calculation of the Funds with the Escrow AgentCommon Shares and accrued and unpaid interest. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination Upon receipt of any Notice of the Contemplated Transactions prior to consummation; or Conversion from GCA (iii) February 28including a Notice of Conversion delivered by facsimile), 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds deliver a copy of such Notice of Conversion to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated Company by facsimile or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documentsotherwise. The parties each and all acknowledge and recognize hereto agree that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) empowered to deliver the Funds and number of converted Common Shares to be issued to GCA based on the Transaction Documents held by the Escrow Agent hereunder information provided to a state or federal court having competent subject matter jurisdiction and located it in the State applicable Conversion Notice within three (3) New York Stock Exchange trading days of South Carolina its receipt of the Conversion Notice, in accordance with the applicable procedure thereforconversion provisions set forth in the Securities Agreement.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx Leser, Hunter, Taubman & Xxxx, P.C., Greenville, South Carolina Taubman act as Escrow Agent whereby the Escrow Agent shall receive the Escrow Funds and the Transaction Documents in escrow and distribute release the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction DocumentsLetter.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents to the Escrow Agent and Xxxxxx shall deposit the Funds with the Escrow Agent. The Escrow Agent shall thereafter hold the Escrow Funds until such time as the Company receives confirmation from Emazing’s transfer agent that the Cancelled Shares have been received and cancelled, which cancellation shall occur no earlier than the closing of the Transaction Documents until (as defined in the earlier of: Letter), at which time the Escrow Agent shall release the Escrow Funds to Exxxxx Xxxxxxx, pursuant to the written instructions in the form of Exhibit A attached hereto and made a part hereof, or in a form and substance satisfactory to, the Escrow Agent (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005“Release Notice”). In the event that the Transaction is not consummated, the Release Notice, signed by all of the consummation of the Contemplated Transactions, then Parties shall be delivered to the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase AgreementAgent, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then return the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction DocumentsCompany. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In Should either of the event CSI, VBYR or Xxxxxx attempts Parties attempt to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx the Parties in writingwriting five days in advance. In the case of the Escrow Agent’s resignationresignation or removal pursuant to the foregoing, the his only duty of the Escrow Agentduty, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) Parties that a successor escrow agent has been appointed, shall be to hold and preserve the Escrow Funds and the Transaction Documents that are in its his possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx the Parties of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agentEscrow Funds, the Escrow Agent shall promptly thereafter transfer all of the Escrow Funds and deliver the Transaction Documents that it is still holding in escrow, to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agentEscrow Funds, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx the Parties with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSIeither of the Parties after the Escrow Agent promptly transfers all of the Escrow Funds that it is still holding in escrow, VBYR and Xxxxxx after notice of resignation has been given, except only for to the Transfer Instructionsabove said successor escrow agent. 1.6 1.4 The Escrow Agent shall be reimbursed by CSI the Parties for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall also be reimbursed for the costs of any legal opinions that it seeks in order to fulfill its obligations pursuant to this Agreement. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent him in good faith faith, including but not limited to any actions taken in accordance with Sections 1. 2 or 1.3, and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx either of the Parties in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Escrow Funds received from Xxxxxx and to deliver the Funds release them under the terms hereof. CSI, VBYR and Xxxxxx each Each party hereto agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, this transaction including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. . 1.5 The parties each and all acknowledge and recognize that Escrow Agent has agreed to waive its fee in connection with this transaction as it applies to the Escrow Agent has also served and shall continue acting in its capacity as an escrow agent hereunder. The Escrow Agent’s expenses may be deducted, only with the written consent of the Parties, from any funds held by the Escrow Agent hereunder to serve as the legal counsel to CSI and extent that they have not been paid or reimbursed by the parties each and all waive any claim of any conflict of interest as a result thereofhereto upon written invoice from the Escrow Agent. 1.7 1.6 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s 's attorneys-at-law shall be conclusive evidence of such good faith. 1.8 1.7 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 1.8 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this the Agreement or any documents or papers deposited or called for hereunder. 1.10 1.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 1.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Escrow Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s 's sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, 's possession without liability to anyone, anyone all or any part of said Escrow Funds until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Escrow Funds and the Transaction Documents any other property and documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina New York in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The Company hereby appoints Escrow Agent as escrow agent in accordance with the terms and conditions set forth herein and the Escrow Agent hereby accepts such appointment. The parties hereby agree to have establish the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as Escrow Account with the Escrow Agent whereby the Escrow Agent shall receive hold the Funds and the Transaction Documents in escrow and distribute the same as set forth in contemplated by this Agreement. Any capitalized terms not defined herein shall Only those amounts which have the meaning ascribed to them been deposited in the Preferred Stock Purchase AgreementEscrow Account pursuant to Section 1.6 below and which have cleared the banking system and have been collected by the Escrow Agent, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively are herein referred to herein as the “Transaction DocumentsFunds.”) 1.2 Upon the execution and delivery Escrow Agent’s receipt of this Agreement Funds from the Company into its master escrow account for the benefit of the Company, it shall telephonically or via electronic mail advise the Company of the amount of funds it has received into its master escrow account. 1.3 Wire transfers to the Escrow Agent shall be made as follows: Citibank 100 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 A/C of Sichenzia Rxxx Xxxxxxx Xxxxxx LLP A/C#: 4000000000 ABA#: 000000000 SWIFT Code: CXXXXX00 1.4 The Escrow Agent shall, upon receipt of the Release Notice duly executed by the parties heretoCompany and written instructions from the Company specifying the account to which Escrow Funds are to be delivered, wire the parties Escrow Funds in accordance with such written instructions. Wire transfers to the Preferred Stock Purchase Agreement and Lenders shall be made pursuant to such written instructions from the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents Company provided to the Escrow Agent and Xxxxxx shall deposit attached to the Funds with Release Notice on the Escrow Agent. date specified in such Release Notice (the “Release Date”). 1.5 The Escrow Agent shall thereafter hold be entitled to compensation for its services in the Funds and amount of $5,000.00, which compensation shall be paid by the Transaction Documents until the earlier of: (i) Company on the date on which CSIhereof. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Agreement; provided, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior to consummation; or (iii) February 28however, 2005. In that in the event that the conditions for the disbursement of funds under this Agreement are not fulfilled, or the consummation Escrow Agent renders any service not contemplated in this Agreement, or there is any assignment of interest in the Contemplated Transactionssubject matter of this Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Agreement or the subject matter hereof, then the Escrow Agent shall promptly release be compensated by the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated Company for each of such Authorized Recipients extraordinary services and reimbursed for use by CSI all costs and VBYR to repay the Dividend Note of CSI to the Original Shareholdersexpenses, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain including reasonable attorneys’ fees and commissions in connection with the transactions contemplated expenses, occasioned by any such delay, controversy, litigation or event by the Preferred Stock Purchase Agreement, and Company. If any amount due to the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing hereunder is not paid within thirty (30) days of the Contemplated Transactions does not occur before February 28date due, 2005 or the Contemplated Transactions are terminated Escrow Agent in its sole discretion may charge interest on such amount up to the highest rate permitted by CSI, VBYR and Xxxxxx applicable law. 1.6 Upon disbursement of the Funds pursuant to the terms hereunder on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agentRelease Date, the Escrow Agent shall promptly thereafter transfer the Funds be relieved of further obligations and deliver the Transaction Documents to said successor escrow agentreleased from all liability under this Agreement. Immediately after said transfer of the Funds It is expressly agreed and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and understood that in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has aggregate amount of payments made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless by the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out exceed the amount of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereofFunds. 1.7 The Escrow Agent shall be obligated only for the performance of such duties Company has engaged H.X. Xxxxxxxxxx & Co., LLC (“HCW”) to act as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow its Agent pursuant to that certain At Market Issuance Sales Agreement dated as of February 27, 2018 (the advice “Sales Agreement”). The Company shall deposit fifty percent (50%) of all the Escrow Agentproceeds derived from the Sales Agreement on a daily basis, each such deposit to occur on the next Business Day following the Company’s attorneys-at-law shall be conclusive evidence receipt of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any funds from HCW during the term of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree FOR EACH DRAW DOWN 2.1. Each time the Company or Purchaser uses the escrow provision as provided on the Purchase agreement, the Company shall send a Draw Down Notice to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act Purchaser as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them provided in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”)it shall send a copy, the Agreement and Plan of Mergerby facsimile, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents to the Escrow Agent Agent. 2.2. Each time the Purchaser or Company uses the escrow provision as provided on the Purchase agreement, and Xxxxxx the Purchaser purchases Shares pursuant to a Draw Down, the Purchaser shall deposit send the Funds with applicable Purchase Price of the Draw Down Shares to the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each Upon receipt of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agentfunds, the Escrow Agent shall promptly thereafter advise the Company that it has received the funds for such Draw Down Shares. The Company shall promptly, but no later than two (2) Trading Days after receipt of such funding notice from the Escrow Agent: (i) cause its transfer agent to issue the Funds and Draw Down Shares to the Purchaser via DTC's DWAC system to the account specified by the Purchaser from time to time; (ii) deliver the Transaction Documents original executed attorney's opinion in the form of Exhibit C to said successor escrow agentthe Purchase Agreement to the Purchaser; and (iii) deliver a Form 424(b) supplemental prospectus to the Purchaser. 2.3. Immediately after said transfer Upon receipt of written confirmation from the Funds Purchaser that such Draw Down Shares have been so deposited and delivery of the Transaction Documents to said successor escrow agentopinion and the supplemental prospectus have been so delivered, the Escrow Agent shall furnish CSIshall, VBYR and Xxxxxx with proof within two (2) Trading Days, wire the Purchase Price of such transfer. The Escrow Agent is authorized Draw Down Shares per the written instructions of the Company, net of $1,000 as escrow expenses to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. 2.4. The Escrow Agent has made no representations or warranties In the event that such Draw Down Shares are not in the Purchaser's DTC account and the opinion and supplemental prospectus are not delivered to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out Purchaser within three (3) Trading Days of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice date of the Escrow Agent’s attorneys-at-law 's notice, then Purchaser shall have the right to demand, by notice, the return of the Purchase Price, and such Draw Down Notice shall be conclusive evidence of such good faithdeemed cancelled. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have that the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & XxxxEscrow Amount shall be deposited into the Escrow Agent’s non-interest bearing, P.C.segregated, Greenvillemaster trust account (“Escrow Account”), South Carolina act as and that the Escrow Agent whereby will deliver the funds to the Company only in accordance with the terms and conditions of this Agreement, and as specifically set forth in the Release Notice. 1.2 Wire transfers to the Escrow Agent shall receive be made as follows: Bank: ABA No.: Account Name: Account No.: Reference: 1.3 Investor shall promptly wire the Funds Escrow Amount to the Escrow Agent. Following the deposit of the Escrow Amount, the Escrow Agent shall hold such Escrow Amount in escrow until the Horizon delivers to Escrow Agent the Release Notice, which Release Notice shall certify that the Release Conditions and any other conditions to the release to the Company of the Escrow Amount held in the Escrow Account have been satisfied or waived, in writing, by Investor, Horizon and the Transaction Documents Company. The parties agree and acknowledge that the Escrow Agent shall be entitled to rely on the Release Notice in escrow and distribute connection with the same release of the Escrow Amount to the Company as set forth in this Agreement. Any capitalized terms the Release Notice, and shall not defined herein shall be required to independently verify that the Release Conditions have been satisfied. 1.4 Upon execution of the meaning ascribed to them in the Preferred Stock Purchase Agreement, Horizon shall provide a fully executed copy to Investor. Upon any amendment or termination of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), Horizon shall immediately provide notice to the Investor along with copies of any related papers requested by the Investor. 1.5 Upon receipt of the Release Notice executed by Horizon and the Company, the Agreement Escrow Agent shall wire the Escrow Amount per the written instructions of Horizon and Plan the Company, net of Mergerfees, of even date herewith between CSI and VBYR (the “Merger Agreement”), expenses and any other disbursements as set forth herein and/or in the Release Notice and all documents related thereto, shall immediately provide written notice to Investor of such wire along with this Agreement being an exhibit to such Preferred Stock a copy of the executed Release Notice. 1.6 In the event that the Purchase Agreement (collectivelyis not fully executed on or before ________ __, 2015, the “Documents,” and all Documents other than this Agreement, Escrow Agent shall promptly return the Preferred Stock Escrow Amount to Investor. In the event that the Purchase Agreement and is fully executed but the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall Release Notice is not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents delivered to the Escrow Agent and Xxxxxx shall deposit the Funds with the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until on or before the earlier of: of (i) the date on which CSIJuly 30, Xxxxxx 2016 and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, return the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized Amount to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer InstructionsInvestor. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina Cardinal Trust and Investments act as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents funds in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of dated on even date herewith between VBYR the Company and Xxxxxx Liberty (the “Preferred Stock Purchase Agreement”), and the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement. The various documents and instruments to be delivered to the Escrow Agent and thereby to the parties in order to close the transaction are set forth in Article III of the Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”). The Escrow Agent hereby acknowledges that it is familiar with the terms and provisions of the Purchase Agreement. 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement Company and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx Liberty shall deliver the executed Transaction Documents to the Escrow Agent and Xxxxxx shall deposit the Funds with the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check agree to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI following: 1.2.1 As relating to the Original Shareholders1st Round Preferred Stock, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR see Exhibit 1.2.1. 1.2.2 As relating to the Original Shareholders and 2nd Round Preferred Stock, see Exhibit 1.2.2. 1.2.3 As relating to pay certain fees and commissions in connection with the transactions contemplated by Acquisition Penalty Stock, see Exhibit 1.2.3. 1.2.4 As relating to the Preferred Stock Purchase Agreement2007 EBITDA Penalty Stock, and see Exhibit 1.2.4. 1.2.5 As relating to the Escrow Agent shall also deliver the Transaction Documents to each of CSIWarrants, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documentssee Exhibit 1.2.5. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 1.4 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR the Company or Xxxxxx Liberty attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR the Company and Xxxxxx Liberty in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR the Company and Xxxxxx Liberty (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR the Company and Xxxxxx Liberty of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR the Company and Xxxxxx Liberty with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR the Company and Xxxxxx Liberty after notice of resignation has been given, except only for the Transfer Instructions. 1.6 1.5 The Escrow Agent shall be reimbursed by CSI the Company for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR the Company or Xxxxxx Liberty in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds funds received from Xxxxxx Liberty and to deliver the Funds funds under the terms hereof. CSI, VBYR The Company and Xxxxxx Liberty each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactionsthis transaction, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 1.6 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s 's attorneys-at-law shall be conclusive evidence of such good faith. 1.8 1.7 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written Transfer Instructions, notices described of termination provided for in Section 1.3 and the Transfer Instructions 1.2 above and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 1.8 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this the Agreement or any documents or papers deposited or called for hereunder. 1.10 1.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 1.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s 's sole discretion (a) to retain the Funds funds and the Transaction Documents in the Escrow Agent’s 's possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina New York in accordance with the applicable procedure therefortherefore. 1.11 In addition to paragraph 1.5, all costs, expenses and fees (the “Escrow Agent Fees”) associated with the escrow services provided herein as indicated on Schedule A shall be paid by the Company with such Fees being deducted from the amounts due and payable to the Company herein from the escrow funds.

TERMS OF THE ESCROW. 1.1 The Company hereby appoints Escrow Agent as escrow agent in accordance with the terms and conditions set forth herein and the Escrow Agent hereby accepts such appointment. The parties hereby agree to have establish the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as Escrow Account with the Escrow Agent whereby the Escrow Agent shall receive hold the Funds and the Transaction Documents in escrow and distribute the same as set forth in contemplated by this Agreement. Any capitalized terms not defined herein shall Only those amounts which have the meaning ascribed to them been deposited in the Preferred Stock Purchase AgreementEscrow Account and which have cleared the banking system and have been collected by the Escrow Agent, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively are herein referred to herein as the “Transaction DocumentsFunds.”) 1.2 Upon the execution and delivery Escrow Agent’s receipt of this Agreement by Funds from a subscriber into its master escrow account for the parties heretobenefit of the Company, it shall telephonically or via electronic mail advise the parties to Company, or the Preferred Stock Purchase Agreement and Company’s designated attorney or agent, of the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms amount of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents funds it has received into its master escrow account. 1.3 Wire transfers to the Escrow Agent and Xxxxxx shall deposit be made as follows: 1.4 Upon delivery of all Funds to the Funds with Company or the subscriber as the case may be by the Escrow Agent. , this Escrow Agreement shall terminate (the “Termination Date”). 1.5 The Escrow Agent shall thereafter hold shall, upon receipt of the Disbursement Memo from the Company prior to the Termination Date, wire the Funds and in accordance with such written instructions. Wire transfers shall be made pursuant to written instructions set forth in the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior Disbursement Memo provided to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release on the Closing Date. 1.6 The Company may reject or cancel any Funds by wire transfer in whole or check in part. If payment for any such rejected or canceled subscription has been delivered to the Authorized Recipients listed on Exhibit “A” attached hereto in Escrow Agent, the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay Company will inform the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion Escrow Agent of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreementrejection or cancellation, and the Escrow Agent upon receiving such notice shall also deliver the Transaction Documents promptly return such funds to each of CSIsaid subscriber, VBYR but in no event prior to those funds becoming collected and Xxxxxx. In the event the closing available for withdrawal. 1.7 Upon disbursement of the Contemplated Transactions does not occur before February 28, 2005 or Funds pursuant to the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx terms hereunder on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agentTermination Date, the Escrow Agent shall promptly thereafter transfer the Funds be relieved of further obligations and deliver the Transaction Documents to said successor escrow agentreleased from all liability under this Agreement. Immediately after said transfer of the Funds It is expressly agreed and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructions. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and understood that in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has aggregate amount of payments made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by exceed the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice amount of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faithFunds. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & XxxxBorsari and Associates, P.C., Greenville, South Carolina PLC act as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of dated on even date herewith between VBYR the Company and Xxxxxx Liberty (the “Preferred Stock Purchase Agreement”), and the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement. The various documents and instruments to be delivered to the Escrow Agent and thereby to the parties in order to close the transaction are set forth in Article III of the Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”). The Escrow Agent hereby acknowledges that it is familiar with the terms and provisions of the Purchase Agreement. 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement Company and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx Liberty shall deliver the executed Transaction Documents to the Escrow Agent as of the date of this Agreement and Xxxxxx Liberty shall deposit submit a check in the amount of the Funds with to the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: first to occur of (ia) such time that Company’s transfer agent delivers to the date on which CSICompany, Xxxxxx Liberty and VBYR have consummated the Contemplated Transactions; (ii) Escrow Agent confirmation that it has received instruction from Company to issue the termination of any Preferred Stock in accordance with the terms of the Contemplated Transactions prior to consummation; Preferred Stock Purchase Agreement (“Transfer Instructions”) or (iiib) February 28, 2005. In the event Upon delivery of confirmation of the consummation of the Contemplated TransactionsTransfer Instructions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each deliver signed counterparts of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR Liberty and Xxxxxxthe Company and disburse the Funds to the Company. In the event the closing If confirmation of the Contemplated Transactions does Transfer Instruction is not occur before February 28delivered within fifteen (15) business days following the date of this Agreement, 2005 upon delivery thereon or thereafter to the Contemplated Transactions are terminated by CSIEscrow Agent of written notice from Liberty, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds and the Transaction Documents signed by Liberty to Xxxxxx by wire transfer according Liberty and return to instructions received in writing the Company the Transaction Documents signed by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction DocumentsCompany. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 1.4 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR the Company or Xxxxxx Liberty attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR the Company and Xxxxxx Liberty in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR the Company and Xxxxxx Liberty (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR the Company and Xxxxxx Liberty of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR the Company and Xxxxxx Liberty with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR the Company and Xxxxxx Liberty after notice of resignation has been given, except only for the Transfer Instructions. 1.6 1.5 The Escrow Agent shall be reimbursed by CSI the Company for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR the Company or Xxxxxx Liberty in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx Liberty and to deliver the Funds under the terms hereof. CSI, VBYR The Company and Xxxxxx Liberty each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactionsthis transaction, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 1.6 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s 's attorneys-at-law shall be conclusive evidence of such good faith. 1.8 1.7 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described Transfer Instructions, the termination notice of Liberty provided for in Section 1.3 and the Transfer Instructions 1.2 above and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 1.8 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this the Agreement or any documents or papers deposited or called for hereunder. 1.10 1.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 1.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s 's sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s 's possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina New York in accordance with the applicable procedure therefortherefore.

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx Hawley Troxell Ennis & XxxxXxxxex XXX xxx xx Escxxx Xxent, P.C., Greenville, South Carolina act as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Note Purchase Agreement, of dated an even date herewith between VBYR the Company and Xxxxxx Barron (the “Preferred Stock Purchase "Note Purxxxxx Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”"), and any and all the documents related thereto, with this Agreement being an exhibit to such Preferred Stock Note Purchase Agreement. The various documents and instruments to be delivered to the Escrow Agent and thereby to the parties in order to close the transaction are set forth in Section 3.2 and 3.3 of the Note Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “"Transaction Documents"). The Escrow Agent hereby acknowledges that it is familiar with the terms and provisions of the Purchase Agreement.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement Company and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx Barron shall deliver the executed xxx xxecuted Transaction Documents to the Escrow Agent as of the date of this Agreement and Xxxxxx Barron shall deposit submit a xxxx or check in the amount of the Funds with to the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: first to occur of (ia) such time that the date on which CSI, Xxxxxx and VBYR have consummated Escrow Agent has received written instructions from Barron to release the Contemplated Transactions; (ii) xxxxx from Escrow to the termination of any of the Contemplated Transactions prior to consummation; Company or (iiib) February 28January 25th, 20052006. In Upon receipt of written instructions from Barron to release the event of xxxxx from Escrow to the consummation of the Contemplated TransactionsCompany, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each deliver signed counterparts of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR Barron and Xxxxxxthe Companx xxx disburse the Funds to the Company. In the event the closing If confirmation of the Contemplated Transactions does Transfer Instruction is not occur before February 28delivered by January 25th, 2005 2006, upon delivery thereon or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior thereafter to such date, then the Escrow Agent shall of written notice from Barron, the Escrow Agxxx xxall immediately return the Funds and the Transaction Documents signed by Barron to Xxxxxx by wire transfer according Barron and xxxxxx to instructions received in writing xxx Xxmpany the Transaction Documents signed by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction DocumentsCompany. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 1.4 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR the Company or Xxxxxx Barron attempts to change this chxxxx xhis Agreement in a manner, which, in the Escrow Agent’s 's discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR the Company and Xxxxxx Barron in writing. In the Ix xxx case of the Escrow Agent’s 's resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR the Company and Xxxxxx Barron (the “"Transfer Instructions”Xxxxxuctions") that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR the Company and Xxxxxx Barron of the appointment of appointxxxx xf a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR the Company and Xxxxxx Barron with proof of such transferxxxx xransfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR the Company and Xxxxxx Barron after notice of resignation ox xxxxgnation has been given, except only for the Transfer Instructions. 1.6 1.5 The Escrow Agent shall be reimbursed by CSI the Company for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s 's own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR the Company or Xxxxxx Barron in connection with this xxxx xhis transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx Barron and to deliver the Funds xxx Xunds under the terms hereof. CSI, VBYR The Company and Xxxxxx Barron each agrees to indemnify xxxxxnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactionsthis transaction, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI the Company and the parties each and all waive any claim of any conflict of interest as a result thereof. The occurrence of any dispute between Company and Barron in connection xxxx xhis Agreement shall not disqualify Escrow Agent from continued legal representation of Company in connection with such dispute. 1.7 1.6 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s 's attorneys-at-law shall be conclusive evidence of such good faith. 1.8 1.7 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 1.8 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this the Agreement or any documents or papers deposited or called for hereunder. 1.10 1.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 1.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s 's sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s 's possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State District of South Carolina Columbia in accordance with the applicable procedure therefor.

TERMS OF THE ESCROW. 1.1 The parties hereby agree On the date that the Seller and the Purchaser enter into the Purchase Agreement, the Purchaser shall send the Purchase Price of the Shares, as set forth on the signature pages hereto (the "Purchase Payment"), to the Escrow Agent. 1.2 Seller shall promptly thereafter, but not more than one (1) Trading Day after Escrow Agent's receipt of the Purchase Payment from or on behalf of the Purchaser, cause its transfer agent or intermediary to issue the Shares issuable to the Purchaser by delivery of a duly executed stock certificate representing the Shares and cause the Warrant to be delivered to Purchaser directly or through an agent or intermediary. 1.3 Upon receipt of written confirmation that the Shares and Warrant have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxxbeen delivered, P.C., Greenville, South Carolina act as Escrow Agent whereby the Escrow Agent shall receive shall, as promptly as reasonably practicable, wire or pay 100% of the Funds Purchase Payment to the Seller per the wiring or other instructions of the Seller. 1.4 In the event that, within three (3) Trading Days of the date of the Escrow Agent's notice that the Purchase Price was received, the applicable Shares and Warrant are not received by Purchaser, then the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein Purchaser shall have the meaning ascribed right to them in the Preferred Stock Purchase Agreementdemand, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”) 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents notice to the Escrow Agent and Xxxxxx shall deposit the Funds Seller, the return of the full Purchase Payment, and, at the election of the Purchaser, the Purchase Agreement with the Escrow Agent. The Escrow Agent Purchaser shall thereafter hold the Funds be deemed null and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx void. 1.5 Purchaser hereby appoints _________ as his agent and VBYR have consummated the Contemplated Transactions; (ii) the termination attorney-in-fact for purposes of any giving notices and receipts of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase notices under this Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contemplated Transactions does not occur before February 28, 2005 or the Contemplated Transactions are terminated by CSI, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds to Xxxxxx by wire transfer according to instructions received in writing by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction Documents. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx may rely upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR or Xxxxxx attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR and Xxxxxx in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR and Xxxxxx (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR and Xxxxxx of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR and Xxxxxx with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands other communications received by it from CSI, VBYR and Xxxxxx after notice of resignation has been given, except only for the Transfer Instructionssuch attorney in fact as if such instructions or communications were received directly from Purchaser. 1.6 The Escrow Agent shall be reimbursed by CSI for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary Wire transfers to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR or Xxxxxx in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx and to deliver the Funds under the terms hereof. CSI, VBYR and Xxxxxx each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactions, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith. 1.8 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described in Section 1.3 and the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. 1.10 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or made as follows: Account Name: Attorney Client Trust Account Account Number: 1664304022 Routing Number: 121000358 Bank: Bank of America Irvine Industrial Branch 4101 MacArthur Boulevard Xxxxxxx Xxxxx, XX 00000 Xxxx Xxxxxxx: John V. Dao, Senior Bank Officer (b949) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of South Carolina in accordance with the applicable procedure therefor.477-2901

TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm Xxxxx Xxxxx of Xxxxxxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina Xxxx US of act as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of dated an even date herewith between VBYR the Company and Xxxxxx YLS (the “Preferred “ Stock Purchase Agreement”), and the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement. The various documents and instruments to be delivered to the Escrow Agent and thereby to the parties in order to close the transaction are set forth in Section 3.2 and 3.3 of the Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”). The Escrow Agent hereby acknowledges that it is familiar with the terms and provisions of the Purchase Agreement. 1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement Company and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx YLS shall deliver the executed Transaction Documents to the Escrow Agent as of the date of this Agreement and Xxxxxx YLS shall deposit submit a wire or check in the amount of the Funds with to the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: first to occur of (ia) such time that the date on which CSI, Xxxxxx and VBYR have consummated Escrow Agent has received written instructions from YLS to release the Contemplated Transactions; (ii) funds from Escrow to the termination of any of the Contemplated Transactions prior to consummation; Company or (iiib) February 28Outside Date. Upon receipt of written instructions from YLS to release the funds from Escrow to the Company, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each deliver signed counterparts of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR YLS and Xxxxxxthe Company and disburse the Funds to the Company. In the event the closing If confirmation of the Contemplated Transactions does Transfer Instruction is not occur before February 28delivered by August 31st, 2005 2006, upon delivery thereon or thereafter to the Contemplated Transactions are terminated by CSIEscrow Agent of written notice from YLS, VBYR and Xxxxxx on or prior to such date, then the Escrow Agent shall immediately return the Funds and the Transaction Documents signed by YLS to Xxxxxx by wire transfer according YLS and return to instructions received in writing the Company the Transaction Documents signed by the Escrow Agent from Xxxxxx, and the Escrow Agent shall destroy the Transaction DocumentsCompany. 1.3 In connection with the transactions described in Section 1.2, (i) the Escrow Agent shall release the Funds to the Authorized Recipients and Transaction Documents to CSI, VBYR and Xxxxxx upon receipt of a joint written notice from CSI, Xxxxxx and VBYR that all the Contemplated Transactions have been consummated and (ii) the Escrow Agent shall return the Funds to Xxxxxx and destroy the Transaction Documents either (a) upon the receipt of a joint written notice from CSI, VBYR and Xxxxxx that the Contemplated Transactions have been terminated or (b) on March 1, 2005, if the Escrow Agent has not received the notice described in Section 1.3(i) above or the Escrow Agent receives notice of termination of the Contemplated Transactions solely from Xxxxxx. 1.4 Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder. 1.5 1.4 This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event CSI, VBYR the Company or Xxxxxx YLS attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying CSI, VBYR the Company and Xxxxxx YLS in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from CSI, VBYR the Company and Xxxxxx YLS (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from CSI, VBYR the Company and Xxxxxx YLS of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish CSI, VBYR the Company and Xxxxxx YLS with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from CSI, VBYR the Company and Xxxxxx YLS after notice of resignation has been given, except only for the Transfer Instructions. 1.6 1.5 The Escrow Agent shall be reimbursed by CSI the Company for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to CSI, VBYR the Company or Xxxxxx YLS in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Xxxxxx YLS and to deliver the Funds under the terms hereof. CSI, VBYR The Company and Xxxxxx YLS each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of the Contemplated Transactionsthis transaction, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement, the Preferred Stock Purchase Agreement, the Merger Agreement, and/or the other Documents. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to CSI the Company and the parties each and all waive any claim of any conflict of interest as a result thereof. 1.7 1.6 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s 's attorneys-at-law shall be conclusive evidence of such good faith. 1.8 1.7 The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the written notices described Transfer Instructions, the termination notice of YLS provided for in Section 1.3 and the Transfer Instructions 1.2 above and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the written notices described in Section 1.3 and the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.9 1.8 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this the Agreement or any documents or papers deposited or called for hereunder. 1.10 1.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.11 1.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s 's sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent’s 's possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State District of South Carolina Columbia in accordance with the applicable procedure therefor.