Form Fis 0539 Securities Escrow Agreement (Page 2 of 4) in pdf

FIS 0539 (6/04) Office of Financial and Insurance Services

Securities Escrow Agreement

d. May participate in stock dividend but in that event the Security Holder

agrees forthwith to deposit any share so received in escrow upon the

same terms as herein set forth.

e. May be canceled, transferred or released from escrow by OFIS in

whole or in part. None of the said securities shall be canceled without

the consent of the Security Holder.

(3) The Escrow Agent shall release to the Security Holder these securities

uncanceled upon any of the following events:

a. The Issuer has earned an average annual net income per share of 6%

of the public offering price (based on the average number of shares

outstanding during the period as determined by an audit made by an

independent certified public accountant) on the class of securities held

in escrow for a two year period beginning after the completion of the

public offering.

b. The market price of the class of securities held in escrow, as

determined from the quotations issued on such class of securities in

the NASDAQ System, remains above the greater of the public offering

price of $5.00 per share over any period of six consecutive months

after the completion of the public offering.

c. The passage of five years from the date on which the public offering is

completed.

d. Receipt of the order of the OFIS ordering that the securities be

released from escrow. Such order may be issued by the OFIS upon a

showing by the Issuer or Security Holder that equity demands such

release.

(4) The Issuer shall furnish or cause to be furnished to the OFIS copies of all

executed securities escrow agreements.

(5) The Escrow Agent shall keep a record, simultaneously with the receipt of

each such deposit of securities, of the names and addresses of each Security

Holder and the amount of their respective interest.

(6) Upon making delivery to the Security Holder of the securities held in escrow

pursuant to paragraph (3) above of this Agreement, the Escrow Agent shall

be released from any further liability, it being expressly understood that

liability is limited by the terms and provisions set forth herein and that by

acceptance of the Agreement, Escrow Agent is acting in the capacity of a

depository, and is not as such responsible or liable for the sufficiency,

correctness, genuineness or validity of the instruments presented to it.

Form Fis 0539 Securities Escrow Agreement Page 2