Security Escrow Agreement (Page 4 of 4) in pdf

the Escrow Agent, the Issuer, reasonable compensation for such additional services. Upon notice to the

Security Holders, the Escrow Agent may deduct its compensation from any such dividend or distribution

held pursuant to paragraph 8, above.

14.

QUALIFICIATION AND INDEPENDENCE OF ESCROW AGENT. The Issuer hereby represents

that a complete list of its officers, directors and promoters is attached hereto as Exhibit C. Based

thereon, the Escrow Agent hereby represents and warrants that it is not affiliated with the Issuer, any

officer, director or promoter of the Issuer or any Security Holder.

15.

INDEMNIFICATION.

The Issuer and the Security Holders agree to hold the Escrow Agent

harmless from, and indemnify the Escrow Agent for, any and all costs of disbursements arising out of any

administrative investigation or proceeding or any litigation commenced or threatened, relating to this

Agreement, including without limitation, the implementation of this Agreement, the distribution of stock or

funds, the investment of funds, the interpretation of this Agreement or similar matters, provided that the

Escrow Agent shall not be indemnified for any claims, costs, expenses or other liability arising from its

bad faith or negligence or that of its employees, officers, directors or agents.

16.

SCOPE. This agreement shall be binding upon, and inure to the benefit of, the parties hereto,

their heirs, successors and assigns.

17.

TERMINATION. Except for the Indemnification provisions of paragraph 15, above, which shall

survive in any event, this Agreement shall terminate in its entirety when all the Shares have been

released as provided in paragraph 3, above.

IN WITNESS WHEREOF, the Security Holders, the Issuer, the Escrow Agent, and the Director have

entered into this Agreement as of the date first above written, in multiple counterparts, each of which shall

be considered an original.

SECURITY HOLDERS

X ____________________________________

X ___________________________________

X_____

X ___________________________________

X_____________________________________

ATTEST:

ISSUER:

_____________________________________

____________________________________

Secretary

By: __________________________________

President

DIRECTOR:

ESCROW AGENT:

_____________________________________

____________________________________

By: ___________________________________

Security Escrow Agreement Page 4

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