Stock Escrow Agreement Form - 2003 (Page 2 of 4) in pdf

Stock escrow agreement — continued from previous page

The parties agree to the following:

1. Authority to amend:

This agreement shall not be terminated, revoked, rescinded, altered, or modified in any respect without the prior

written consent of the director, the parties hereto, and the holders of the public shares after action taken under the

following conditions. “Public shares” means those shares issued and outstanding, but excluding all shares held by the

promoters, directly or indirectly, beneficially or otherwise, and regardless of whether free of this escrow or not. Such

public shares must be permitted to vote as a class, and a majority of such class must have voted in favor of such action

at a meeting called for that purpose.

2. Fiscal year:

The fiscal year of the company shall begin on

and end on

3. Shares not transferable:

So long as such escrowed shares remain subject to the terms and conditions of this agreement, they shall not be sold,

pledged, hypothecated, transferred, alienated, assigned, or otherwise disposed of, in whole or in part, in any manner

whatsoever, except by operation of law, without the prior written consent of the director. If any such action is

consented to, the consent of the proposed transferees to execute an identical escrow agreement must be obtained.

4. Give-up shares:

Upon execution of this agreement, it is anticipated that promoters will own, in the form of escrowed promotional

shares (enter a figure not to exceed 33

percent)

percent of the total shares (including the shares

deposited herewith) to be issued and outstanding at the conclusion of the public offering. In the event all of the shares

offered are not sold, the promoters will surrender of shares to the company as necessary to maintain the stated give-

up-share percentage. The company agrees that such surrender will be accomplished in the manner set forth in

ORS 60.177.

5. Voting rights:

The escrowed shares shall be considered to be issued and outstanding stock of the company and shall enjoy all voting

rights accorded to all other issued and outstanding shares of the same class. However, the number of such shares so

voted shall not exceed the percentage of the total issued and outstanding shares stated in Paragraph 4. If a reduction of

voting rights in the escrowed shares is required as a result of this limitation, such reduction shall be made on a pro rata

basis according to each promoter's relative percentage ownership. The promoters waive such voting rights in

accordance with this provision.

6. Participation in dividend:

The escrowed shares shall be considered to be issued and outstanding stock of the company and shall enjoy all

dividend privileges accorded to all other issued and out standing shares of the same class. However, the number of

such shares so participating in such dividend shall not exceed the percentage of the total issued and outstanding shares

stated in Paragraph 4. If a reduction of dividend participation in the escrowed shares is required as a result of this

limitation, such reduction shall be made on a pro rata basis according to each promoter's relative percentage of

ownership (see also Paragraph 7). The promoters waive such participation in dividends in accordance with this

provision.

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440-3438 10/03/COM/WEB)

Stock Escrow Agreement Form - 2003 Page 2