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

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

Securities Escrow Agreement

b. Until all differences shall have been adjusted by agreement and Agent

shall have been notified thereof and shall have been directed in

writing signed jointly or in counterpart by any party hereto and by all

persons making adverse claims or demands, at which time Escrow

Agent shall be protected in acting in compliance therewith.

(12) The parties agree that the Escrow Agent may seek adjudication of any

adverse claims or demands in either the Circuit Court for the County of

______________, Michigan, or the United States Federal District Court for

the _________ District of Michigan, agree to the jurisdiction of either of said

Courts over their persons as well as the securities, waive personal service of

process, and agree that service of process by certified or registered mail,

return receipt requested, to the address set forth below each party’s signature

to this Agreement shall constitute adequate service.

(13) The entire agreement of the parties is contained herein any change in terms

or conditions herein may only be made in writing signed by all parties hereto.

Escrow Agent shall not be charged with knowledge of any fact, including but

not limited to performance or nonperformance of any condition, unless it has

actually received written notice thereof from one of the parties hereto or their

authorized representative clearly referring to this Escrow Agreement. Escrow

Agent shall send all notice to the parties by certified or registered mail, return

receipt requested, addressed to the address shown below each such party’s

signature to this Agreement.

(14) This Escrow Agreement shall be deemed to have been made under and shall

be governed by the laws of the State of Michigan in all respect, including

matters of construction, validity and performance.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement

of the day and year first above written.

WITNESSES:

___________________________________

By:________________________

(Issuer)

___________________________________

By:________________________

(Escrow Agent)

___________________________________

By:________________________

(Security Holder)

RETURN COMPLETED DOCUMENT TO:

Office of Financial and Insurance Services

Securities Section

P.O. Box 30701

Lansing, MI 48909-8201

Form Fis 0539 Securities Escrow Agreement Page 4