Form Fis 0558 - Escrow Agreement (Page 2 of 4) in pdf

FIS 0558 (5/04) Office of Financial and Insurance Services

(3)

If, on or before the Closing Date, the Escrow Agent shall have received checks for

the purchase price of the Company's Common Stock aggregating not less than

(provided that the Escrow Agent shall collect at least

in proceeds

from the clearing of such checks on or before the date which is five business days

thereafter), the Escrow Agent shall pay to the Company the proceeds of such

checks and any checks received thereafter. All investment earnings shall be paid

to the Subscribers whose funds were so invested pro rata at the addresses set

forth in their respective Subscription Agreements in accordance with the amount

of their respective deposits and the period for which such deposits have been held

in the escrow account. The Escrow Agent's determination of any such proration

of interest among Subscribers shall be binding and conclusive on all parties.

(4)

In the event that on the Closing Date, the terms of the first sentence of paragraph

3 shall not have been met, the Escrow Agent shall remit to each Subscriber

whose Subscription proceeds were held by the Escrow Agent his or her portion of

such proceeds, including interest on such amount, calculated as set forth in

paragraph 3 above.

(5)

Upon the performance by the Escrow Agent of its obligations set forth in

paragraphs 3 and 4 hereof, all obligations of the Escrow Agent under this Escrow

Agreement shall cease.

(6)

Escrow Agent's sole obligation shall be to perform the acts and duties imposed

upon it as "Escrow Agent" by the terms hereof. Unless otherwise herein expressly

provided, Escrow Agent shall:

(a)

not be held liable for any action taken or omitted under this Escrow

Agreement so long as it shall have acted in good faith and without

negligence;

(b)

have no responsibility to inquire into or determine the genuineness,

authenticity, or sufficiency of any securities, checks, or other documents or

instruments submitted to it in connection with its duties hereunder;

(c)

be entitled to deem the signatories of any documents or instruments

submitted to it hereunder as being those purported to be authorized to sign

such documents or instruments, and shall be entitled to rely upon the

genuineness of the signatures of such signatories without inquiry and

without requiring substantiating evidence of any kind;

(d)

be entitled to refrain from taking any action contemplated by this Escrow

Agreement in the event that it becomes aware of any disagreement

between or among the Company and the Subscribers as to any material

facts or as to the happening of any contemplated event precedent to such

action;

(e)

have no responsibility or liability for any diminution of value which may

result from any investments or reinvestments made in accordance with any

provision which may be contained herein;

Form Fis 0558 - Escrow Agreement Page 2

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