Common use of Establishment of Escrow Clause in Contracts

Establishment of Escrow. At the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 shares of the Company’s Common Stock (the “Escrow Shares”), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. Make Good Pledgor agrees that the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreement.

Establishment of Escrow. At Contemporaneously with the Closingexecution and delivery of this Agreement, Buyer will deposit (and the Shareholders consent to the deposit of) (i) the cash portion of the Escrow Deposit with Escrow Agent, and Escrow Agent will deposit such funds in an interest bearing deposit account, to be held in trust by Escrow Agent for the benefit of Buyer and the Shareholders (the “Escrow Account”), and (ii) stock certificates (accompanied by ten (10) sets of appropriate stock powers executed by the Shareholders in blank with signature guaranteed by a national banking institution or New York Stock Exchange member firm) representing an aggregate of 333,333 shares of Buyer Common Stock registered in the name of the Shareholders (the “Escrowed Shares”) in such individual amounts as set forth on Attachment 1 hereto. Upon its receipt of the Escrow Deposit, Escrow Agent shall provide to Buyer and the Shareholders a written receipt therefor. Unless and until the Escrowed Shares are delivered to Buyer as its absolute property pursuant to this Agreement, the Make Good Pledgor Shareholders shall deliverbe entitled to vote the Escrowed Shares and to all dividends thereon, which shall be delivered to the Escrow Agent, with all cash dividends being held as part of the Escrow Account and all stock dividends being held as part of the Escrowed Shares. Any common stock or cause other securities distributed with respect to the Escrowed Shares as a result of a dividend, stock split, recapitalization, reclassification or similar transaction shall be delivered, delivered to the Escrow Agent certificates evidencing an aggregate of 1,000,000 shares and held as part of the Company’s Common Stock (Escrowed Shares. The cash held in the Escrow Account, including any interest or earnings received in respect thereof, and the Escrowed Shares, less amounts of cash and Escrowed Shares distributed from time to time in accordance with Section 5 hereof, shall be referred to herein collectively as the “Escrow Shares”)Fund.” The Escrow Agent shall execute and deliver to each Shareholder all Proxy Statements, along with stock powers executed form of proxies or other instruments which it receives in blank (or such other signed instrument of transfer acceptable order to give effect to the Companyforegoing voting rights. Escrow Agent agrees to administer the disposition of the Escrow Fund strictly in accordance with the terms and conditions of this Agreement. At the Buyer’s Transfer Agent). Also at option, the Closing Buyer may deposit (and the Indemnitor shall surrender for cancellation a total Shareholders consent to the deposit of) the Earnout Payment with the Escrow Agent (and Escrow Agent will further deposit the cash portion of 1,000,000 shares outstanding such deposit in her name. As used the Escrow Account and the stock portion of such deposit as part of the Escrowed Shares) to be held in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained trust by the Company Escrow Agent for the benefit of Buyer and the Shareholders, at any time (1) it maintains an obligation under the Merger Agreement to pay such Earnout Payment to the Shareholders, (2) the Buyer has previously made an Escrow Claim (as its stock transfer agent defined in Section 5(a)) prior to the Expiration Date (as specified defined in a writing from Section 7.3(a) of the Company Merger Agreement) and (3) the Claimed Amount (as hereinafter defined) of such claims is greater than the amount or value of the remaining Escrow Fund. To the extent the Claimed Amount equals or exceeds the amount of the Earnout Payment, the Buyer shall be permitted to deposit the entire Earnout Payment with the Escrow Agent. Make Good Pledgor agrees that If, however, the Company will (x) place a stop order on all Escrow Shares which Claimed Amount is less than the Earnout Payment, the Buyer shall expire on be permitted to deposit the date amount of the Earnout Payment equal to the Claimed Amount with the Escrow Shares are delivered Agent and the difference shall be paid directly by the Buyer to the Indemnitor or returned Shareholders as provided in the Merger Agreement. Buyer agrees to deliver an Escrow Claim (as hereinafter defined) to the Make Good PledgorShareholders and Escrow Agent at the same time it delivers the Earnout Payment (or any portion thereof) to the Escrow Agent hereunder, to the extent that an Escrow Claim has not previously been submitted in connection therewith. Each such Escrow Claim shall contain all of the same information specified in Section 5(a) below. Upon its receipt of the Earnout Payment (y) notify or any portion thereof), Escrow Agent shall provide to Buyer and the Transfer Shareholders a written receipt therefor. Once deposited by the Escrow Agent in writing the Escrow Account and/or the Escrowed Shares, as the case may be, the Earnout Payment (or any portion thereof) shall be, and shall be treated as part of, the Escrow Fund for all purposes hereunder and this Agreement shall apply in the same manner and to the same extent as if the Earnout Payment were part of the stop order and the restrictions on such original Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good AgreementDeposit.

Establishment of Escrow. At Immediately following the ClosingEffective Time, and in accordance with the Make Good Pledgor terms of the Merger Agreement, Purchaser shall deliver, or cause issue and deliver the Escrowed Shares to be delivered, to a special escrow account established by the Escrow Agent certificates evidencing an aggregate on behalf of 1,000,000 shares Purchaser and the Stockholder Representative for the benefit of the Company’s Common Stock Stockholders (the “Escrow SharesAccount”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, along with the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock powers executed dividends, stock splits or otherwise, shall be issued in blank (the name of the Escrow Agent or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor its nominee, and shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). Make Good Pledgor The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees that to administer the Company will (x) place a stop order on all disposition of the Escrow Shares which Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall expire be segregated on the date books and records of the Escrow Shares are delivered to Agent from the Indemnitor or returned to other assets of the Make Good Pledgor, (y) notify Escrow Agent and shall be held by the Transfer Escrow Agent in writing trust for the benefit of the stop order Purchaser and the restrictions on such Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Shares under Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreement.

Establishment of Escrow. At By the ClosingClosing Date, the Make Good Pledgor Company shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 2,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “"Escrow Shares”"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company understands and agrees that the Investors’ right to receive 2008 Make Good Pledgor Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor or returned to the Make Good Pledgorcovered by any registration statements, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , under such registration statements or otherwise in violation of Section 2.02 4.11 of the Stock Purchase Agreement SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. At (i) Effective as of the Closingexecution of this Make Good Agreement, the Make Good Pledgor has instructed the Transfer Agent to deliver the Escrow Shares (as defined in this Section 2) as provided herein, and the Escrow Agent acknowledges such instruction and agrees to perform the actions set forth in this Section 2. As of the date hereof, the Transfer Agent will note the limitations on the Escrow Shares described in this Section 2. Within fifteen (15) Trading Days following the date hereof, the Transfer Agent shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 2,550,165 shares of the Company’s Common Stock Stock, as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions (the “"Escrow Shares”), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent"). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding .. The Make Good Pledgor hereby irrevocably agrees that, other than in her name. As used in accordance with this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. Make Good Pledgor agrees that will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will has advised the Transfer Agent, and the Transfer agent agrees, (x) to place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor cancelled or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the any Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor cancelled or returned to the Make Good Pledgor Pledgor, or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreement. The Company shall notify the Investor Agent as soon as the Escrow Shares have been deposited with the Escrow Agent. Following delivery of the Escrow Shares, the Make Good Pledgor shall not be required to deliver any additional securities or other property to the Escrow Agent or the Investors under any circumstances unless the Make Good Pledgor otherwise agrees in a separate written instrument.

Establishment of Escrow. At Upon the Closingexecution of this Agreement, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 3,791,218 shares of the Company’s Common Stock (common stock owned by the “Escrow Shares”)Make Good Pledgor, along together with stock powers executed in blank (blank, signature medallion guaranteed or such in other signed instrument of transfer form, and substance acceptable for transfer, to be held in escrow pursuant to the Company’s Transfer Agent)terms and conditions of this Agreement. Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Make Good Pledgor understands and agrees that the Company will (x) place a stop order on all Escrow Shares which shall expire on the date Investors’ right to receive certain of the Escrow Shares are delivered (the “Make Good Shares”) pursuant to this Agreement shall continue to run to the Indemnitor benefit of each Investor even if such Investor shall have transferred or returned sold all or any portion of the shares of Common Stock it acquired under the Securities Purchase Agreement (the “Purchased Shares”), and that each Investor shall have the right to the assign its rights to receive all or any such Make Good Pledgor, (y) notify the Transfer Agent Shares to other Persons in writing conjunction with negotiated sales or transfers of the stop order and the restrictions on such Escrow Shares under this any of its Purchased Shares. The Make Good Agreement and direct the Transfer Agent not to process any attempts by Pledgor hereby irrevocably agrees that, other than in accordance with this Agreement, the Make Good Pledgor will not offer, pledge, sell, contract to resell sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any Escrow Shares before the date of the Escrow Shares that should be delivered (including any securities convertible into, or exchangeable for, or representing the rights to the Indemnitor are delivered to the Indemnitor or returned to the receive Make Good Pledgor , or otherwise in violation of Section 2.02 of Shares). The Escrow Agent shall notify the Stock Purchase Agreement and this Make Good AgreementInvestors when the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. At Within ten Trading Days following the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 5,000,000 shares of the Company’s Common Stock Stock, as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions (the “"Escrow Shares”"), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Globex Transfer CorporationLLC, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Make Good Pledgor understands and agrees that the Investors’ right to receive 2010 Make Good Shares and 2011 Make Good Shares (each as defined below) pursuant to this Make Good Agreement, and its right to receive Anti-dilution Shares, shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of the Shares it acquired under the Securities Purchase Agreement, and that each Investor shall have the right to assign its rights to receive all or any such 2010 Make Good Shares, 2011 Make Good Shares, and Anti-dilution Shares, to other Persons in conjunction with negotiated sales or transfers of any of its Shares (it being understood that such assignment will occur automatically in connection with any such transfer unless the transferor and transferee agree in writing otherwise). The Make Good Pledgor hereby irrevocably agrees that, other than in accordance with this Make Good Agreement, the Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the any Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor Investors are delivered to the Indemnitor Investors or returned to the Make Good Pledgor Pledgor, or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the 2010 Make Good Shares and 2011 Make Good Shares have been deposited with the Escrow Agent. Following delivery by the Make Good Pledgor of the Escrow Shares, the Make Good Pledgor shall not be required to deliver any additional securities or other property to the Escrow Agent or the Investors under any circumstances unless the Make Good Pledgor otherwise agrees in a separate written instrument.

Establishment of Escrow. At Within three Business Days following the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate number of 1,000,000 shares of the Company’s 's Common Stock equal to the number of PIPE Common Shares (the “"Initial Escrow Shares”" and together with the Replenishment Shares (as defined in Section 4.7(a) of the Securities Purchase Agreement, collectively, the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s 's Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “"Transfer Agent” " means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Make Good Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.7 of the Securities Purchase Agreement and this Make Good Agreement, the Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop transfer order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop transfer order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the when such Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor Investors or returned to the Make Good Pledgor Pledgor, or otherwise in violation of Section 2.02 4.7 of the Stock Securities Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the Initial Escrow Shares and the Replenishment Shares have been deposited with the Escrow Agent.

Establishment of Escrow. At the ClosingEffective Time, and in accordance with the Make Good Pledgor terms of the Merger Agreement, Parent shall deliver, or cause deliver the Escrow Shares to be delivered, to a special escrow account established by the Escrow Agent certificates evidencing an aggregate on behalf of 1,000,000 shares Parent and the Stockholder Representative for the benefit of the Company’s Common Stock Company Stockholders (the “Escrow SharesAccount”). The Escrow Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Parent Common Stock, along with the Escrow Agent shall acknowledge in writing receipt of such certificates to Parent and the Stockholder Representative. Any securities of Parent or any other issuer distributed in respect of or in exchange for any of the Escrow Shares, whether by way of stock powers executed dividends, stock splits or otherwise, shall be issued in blank (the name of the Escrow Agent or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor its nominee, and shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company be delivered to the Escrow Agent. Make Good Pledgor agrees that , who shall hold such securities in the Company will Escrow Account (x) place a stop order on all such securities being considered Escrow Shares which for the purposes hereof). The Escrow Agent shall expire on the date the Escrow Shares are delivered have no responsibility to the Indemnitor monitor or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing compel issuance of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrow Shares held in the Escrow Shares Account, together with any further shares that should may be delivered deposited in the Escrow Account by Parent and with any securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or disbursed to Parent, as the Indemnitor are delivered case may be, from time to time in accordance with Sections 6 and 7 hereof, shall be referred to herein as the Indemnitor or returned “Escrow Fund.” The Escrow Agent agrees to administer the Make Good Pledgor , or otherwise in violation of Section 2.02 disposition of the Stock Purchase Agreement Escrow Fund in accordance with the terms and conditions of this Make Good Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Parent and the Company Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreement.

Establishment of Escrow. At the ClosingThe Escrow Amount will be held and disbursed by U.S. Bank, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 shares of the Company’s Common Stock N.A. (the “Escrow SharesAgent”) pursuant to the escrow agreement (the “Escrow Agreement”) to be entered into at or before Closing substantially in the form attached hereto as Exhibit A for the purpose of securing and funding the Equity Holders' obligations pursuant to Article VIII or any other provision hereof (the “Escrow Fund”). Distributions of any amounts from the Escrow Fund shall be governed by the terms and conditions of the Escrow Agreement and Article VIII of this Agreement. Subject to the terms and provisions of this Section 2.08 and the Escrow Agreement, on the first Business Day following the first anniversary of the Closing Date (the “Escrow Release Date”), along with stock powers executed in blank (or such other signed instrument of transfer acceptable the Escrow Agent shall disburse to the Company’s Transfer Agent). Also at Equity Holders, in accordance with their respective Pro Rata Portions, the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained Escrow Fund (as reduced by the Company as its stock transfer agent as specified in a writing from the Company any amounts previously disbursed to Parent pursuant to the Escrow AgentAgreement) in accordance with the terms of the Escrow Agreement. Make Good Pledgor agrees In the event, however, that Agent has received, on or before the Escrow Release Date, a notice (a “Claim Notice”) submitted in good faith by Parent that the Company will (x) place Escrow Agent may be required to disburse all or a stop order on all Escrow Shares which shall expire on the date portion of the Escrow Shares are delivered Fund, such claimed amount (the “Claim Amount”) to Parent pursuant to Section 8.01(a), then the portion of the Escrow Fund subject to such Claim Notice shall continue to be held by the Escrow Agent until the Claim Amount with respect thereto has been resolved. As soon as any dispute with respect to any such Claim Amount has been resolved in accordance with the terms of the Escrow Agreement, the Escrow Agent shall be instructed to disburse such portion of the Escrow Fund, if any, that is required to be disbursed to Parent pursuant to Section 8.01(a) in connection with such Claim Amount, and the Escrow Agent shall disburse the entire remaining portion of the Escrow Amount, if any, to the Indemnitor or returned to the Make Good Pledgor, (y) notify the Transfer Agent Equity Holders in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreementaccordance with their respective Pro Rata Portion.

Establishment of Escrow. At Buyer and Seller both hereby acknowledge and agree that Escrow Agent shall hold and deliver the ClosingDeposit in accordance with the terms and conditions of this Agreement. Escrow Agent shall be relieved from any responsibility or liability and held harmless by both Buyer and Seller in connection with the discharge of any of Escrow Agent’s duties hereunder except in the event of the negligence or willful misconduct of Escrow Agent in the discharge of said duties. In the event of any dispute between the Buyer and Seller as to the disbursement of the Deposit, Escrow Agent shall have the right to tender the Deposit into the Registry of a Court of competent jurisdiction and, upon such tender, Escrow Agent shall be discharged from any and all further obligations and liabilities hereunder. In the event that either party makes a demand (which demand shall be in writing) on Escrow Agent for disbursement of the Deposit to that party, Escrow Agent shall provide a copy of such demand to the other party. Unless the other party provides to Escrow Agent a written objection to such disbursement within five (5) days of the date of such notice, Escrow Agent may disburse the Deposit to the party making the request, and such disbursement shall release Escrow Agent from any further liability hereunder. Escrow Agent agrees to receive and hold the Xxxxxxx Money in accordance with the terms of this Agreement, and to deposit the Deposit as set forth herein. By their execution and delivery of this Agreement, Buyer and Seller acknowledge and confirm that under certain circumstances deposits (including the funds subject to this Agreement) may not be insured or fully insured by the Federal Deposit Insurance Corporation (“FDIC”). Each party has made its own analysis of FDIC insurance regulations affecting, or potentially affecting, the Make Good Pledgor shall deliver, or cause funds subject to be delivered, to this Agreement and is not relying upon any advice from the Escrow Agent certificates evidencing an aggregate of 1,000,000 shares as to FDIC matters. Buyer and Seller understand and agree that Escrow Agent is holding the escrow funds as agent and that the funds are not trust funds. Simultaneously with final disbursement of the Company’s Common Stock (the “escrow funds pursuant to this Agreement, Escrow Shares”), along with stock powers executed in blank (or Agent shall be released of all liability and responsibility under this Agreement. Escrow Agent undertakes and agrees to perform only such other signed instrument duties as expressly set forth herein. The duty of transfer acceptable Escrow Agent hereunder shall be limited to the Company’s Transfer Agent)safekeeping of the escrow funds and the disposition of same in accordance with the provisions hereof. Also at Buyer and Seller hereby release Escrow Agent from any losses incurred with respect to funds deposited hereunder by reason of the Closing the Indemnitor shall surrender for cancellation a total absence of 1,000,000 shares outstanding in her nameor insufficiency of FDIC insurance with respect to such funds. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to The parties acknowledge that the Escrow Agent also represents Seller, and Escrow Agent shall not be prohibited from further representation of Seller by virtue of Escrow Agent. Make Good Pledgor agrees that ’s having acted as the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares escrow agent under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreement.

Establishment of Escrow. At On the ClosingClosing Date, an aggregate of fifteen percent (15%) of the Make Good Pledgor Merger Consideration (the "General Escrowed Merger Consideration"), allocated among the Selling Stockholders as set forth on Annex 2, shall deliver, or cause be deposited with the Escrow Agent to be delivered, held in escrow (the "Escrow Account") pursuant to the Escrow Agent certificates evidencing Agreement for a period of up to two years from the Closing Date, for the purpose of securing and funding part of the obligations of the Selling Stockholders and the Company to IDG and Newco that may arise pursuant to Section 2.07 and Article IX hereof. In addition, on the Closing Date, an aggregate of 1,000,000 $500,000 of the cash to be delivered to, and received by, the Selling Stockholders as part of the Merger Consideration (the "Tax Escrowed Merger Consideration"), as allocated on Annex 2, shall be deposited with and held by the Escrow Agent until the Tax Escrow Termination Date (as defined in the Escrow Agreement) for the purpose of securing and funding the obligations of the Selling Stockholders with respect to accumulated earnings taxes for the Company's tax years 1994, 1995, 1996, and 1997, and any related penalties, interest, costs and expenses, including attorneys and accountants fees (the General Escrowed Merger Consideration and the Tax Escrowed Merger Consideration shall collectively be referred to as the "Escrowed Merger Consideration"). The Escrowed Merger Consideration shall be held in the Escrow Account and disbursed in accordance with the terms of the Escrow Agreement. Notwithstanding the foregoing, the respective Selling Stockholders as the legal owners of any shares of the Company’s IDG Common Stock (included in the “Escrowed Merger Consideration, unless and until disposed of in accordance with the terms of this Merger Agreement and the Escrow Shares”)Agreement, along shall be entitled to exercise the voting rights and to receive any dividends or other distributions declared and paid with stock powers executed in blank (or respect to such other signed instrument shares; provided, however, any shares of transfer acceptable IDG Common Stock issued with respect to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation Escrowed Merger Consideration as a total result of 1,000,000 shares outstanding in her name. As used in this Make Good Agreementa stock dividend, “Transfer Agent” means Securities Transfer Corporationshare exchange, stock split, or such other entity hereafter retained by the Company as its stock transfer agent as specified action in a writing from the Company to respect of IDG Common Stock, shall be held in the Escrow Agent. Make Good Pledgor agrees that the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good AgreementAccount as additional Escrowed Merger Consideration.

Establishment of Escrow. At Within 30 days following the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 150,000,000 shares of the Company’s Common Stock owned by him (the “"Escrow Shares”"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer CorporationComputershare Trust Company, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Make Good Pledgor understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below), and the 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Notes, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Notes. The Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor or returned to the Make Good Pledgorcovered by any registration statements, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor or the Company, as applicable to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , under such registration statements or otherwise in violation of Section 2.02 4.11 of the Stock Purchase Agreement SPA and this Make Good AgreementAgreement . If within thirty (30) days following the Closing, the Make Good Pledgor and the Company each shall not have deposited the 2008 Make Good Shares and the 2009 Make Good Shares into escrow in accordance with this Make Good Agreement along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer reasonably acceptable to the Company’s transfer agent), then, upon written demand from an Investor, the Company shall promptly, and in any event within thirty (30) days from the date of such written demand, pay to that Investor, as liquidated damages, an amount (the liquidated damages payable under this Section 2 shall be independent of any other damages payable under this Make Good Agreement or any other Transaction Document) equal to that Investor’s entire Investment Amount without interest thereon. As a condition to the receipt of such payment, the Investor shall return to the Company for cancellation the certificates evidencing the Notes and the Warrants acquired by the Investor under the SPA. The Company shall notify the Investors as soon as the 2008 Make Good Shares and the 2009 Make Good Shares have been deposited with the Escrow Agent.

Establishment of Escrow. At Pursuant to Section 4.2(d) of the ClosingMerger Agreement, Parent has delivered to the Special Escrow Fund Agent and the Special Escrow Fund Agent acknowledges receipt of the Special Escrow Shares in the form of stock certificates registered in the name of Xxxx & Co. as nominee for the Special Escrow Fund Agent. The name and address of each Shareholder, the Make Good Pledgor number of Special Escrow Shares initially being deposited on each Shareholder's behalf and (if applicable) the taxpayer identification of each Shareholder are set forth in ANNEX A attached hereto. The Special Escrow Fund Agent shall deliverhold the Special Escrow Shares, and any dividends or cause other distributions on the Special Escrow Shares and other securities or property into which the Special Escrow Shares may be converted or reclassified into or exchanged for, in escrow, in its name or the name of its nominee, in accordance with this Escrow Agreement. The Special Escrow Shares shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Special Escrow Fund Agent shall have no responsibility for the genuineness, validity, market value, title or sufficiency for any intended purpose of the Special Escrow Shares. The Special Escrow Fund Agent shall be deliveredunder no obligation to preserve, protect or exercise rights in the Special Escrow Shares, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Escrow Agreement. Notwithstanding the foregoing, if the Special Escrow Fund Agent is so requested in a written request of the Shareholders' Agent received by the Special Escrow Fund Agent at least three (3) business days prior to the date on which the Special Escrow Fund Agent certificates evidencing an aggregate of 1,000,000 shares of the Company’s Common Stock (the “Escrow Shares”), along with stock powers executed in blank is requested therein to take such action (or such other signed instrument of transfer later date as may be acceptable to the Company’s Transfer Special Escrow Fund Agent), the Special Escrow Fund Agent shall execute or cause its nominee to execute, and deliver to the Shareholders' Agent a proxy or other instrument in the form supplied to it by the Shareholders' Agent for voting or otherwise exercising any right of consent with respect to any of the Special Escrow Shares held by it hereunder, to authorize therein the Shareholders' Agent to exercise such voting or consent authority in respect of the Special Escrow Shares (provided that the Special Escrow Fund Agent shall not be obliged to execute any such proxy or other instrument if, in its judgment, the terms thereof may subject the Special Escrow Fund Agent to any liabilities or obligations in its individual capacity). Also at the Closing the Indemnitor The Special Escrow Fund Agent shall surrender not be responsible for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreementforwarding to any party, “Transfer Agent” means Securities Transfer Corporationnotifying any party with respect to, or such taking any action with respect to, any notice, solicitation or other entity hereafter retained by the Company as its stock transfer agent as specified in a writing document or information, written or otherwise, received from the Company Parent or other person with respect to the Special Escrow Agent. Make Good Pledgor agrees that Shares, including but not limited to, proxy material, tenders, options, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing pendency of the stop order calls and the restrictions on such Escrow Shares under this Make Good Agreement maturities and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation expiration of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreementrights.

Establishment of Escrow. At Within three Trading Days following the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent original certificates evidencing an aggregate of 1,000,000 1,300,000 shares of the Company’s Common Stock (the “"Escrow Shares”"), along with original executed stock powers and an original executed letter from the Company guaranteeing the signature on the stock powers. The Purchasers understand and agree that the Purchasers’ right to receive 2010 Make Good Shares, 2011 Make Good Shares and 2012 Make Good Shares (each as defined below) pursuant to this Make Good Agreement shall continue only in blank (or such other signed instrument of transfer acceptable proportion to and only as to the Company’s Transfer Agentnumber of Shares Purchasers acquired pursuant to the Securities Purchase Agreement or received under this Make Good Agreement which have not been transferred or sold (i.e., the number of remaining shares so purchased or received and still owned or shall be owned by the Purchasers on the relevant date), and that the right to receive any Make Good Shares is personal to Purchasers and Purchasers shall not have the right to assign their rights to receive all or any such 2010 Make Good Shares, 2011 Make Good Shares and 2012 Make Good Shares to other Persons in conjunction with negotiated sales or transfers of any of its Shares. Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding Make Good Pledgor hereby irrevocably agrees that, other than in her name. As used in accordance with this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. Make Good Pledgor agrees that will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor Purchasers or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the any Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor Purchasers are delivered to the Indemnitor Purchasers or returned to the Make Good Pledgor Pledgor, or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreement. The Company shall notify the Purchasers as soon as the Escrow Shares have been deposited with the Escrow Agent. Escrow Agent shall notify the Company and the Purchasers each such time that the number of Escrow Shares changes, and as part of such notice, state the number of Escrow Shares prior to, and immediately following, such change in the number of Escrow Shares. Without limiting the generality of the foregoing, the Make Good Pledgor acknowledges and agrees that the rights of the Purchasers hereunder to receive 2010 Make Good Shares, 2011 Make Good Shares and 2012 Make Good Shares is not limited to the number of Escrow Shares held in escrow at any particular time and that such right is with full recourse against the Make Good Pledgor’s assets, including, without limitation, any securities of the Company held by the Make Good Pledgor. The Purchasers acknowledge and agree that 1,000,000 of the Escrow Shares (as equitably adjusted for any stock split, stock combination, recapitalization or similar transaction) (the “Tongley Shares”) shall be allocated exclusively to Tongley Investment Ltd. (the “Lead Purchaser”) and the remaining 300,000 Escrow Shares (as equitably adjusted for any stock split, stock combination, recapitalization or similar transaction) shall be allocated exclusively to the Purchasers other than the Lead Purchaser (the “Other Purchaser Shares”) and no Purchaser other than the Lead Purchaser shall have any right in the Tongley Shares and the Lead Purchaser shall not have any rights to the Other Purchaser Shares and the Escrow Agent shall not under any circumstances release the Tongley Shares to any Purchaser other than the Lead Purchaser nor shall it release the Other Purchaser Shares to Tongley.

Establishment of Escrow. At Within three Trading Days following the Closing, the Make Good Pledgor Pledgors shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 1,293,748 shares of the Company’s Common Stock (the “Escrow Shares”), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer CorporationIsland Stock Transfer, Inc., or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. Each of the Make Good Pledgor Pledgors understands and agrees that the Investors’ right to receive the Escrowed Shares pursuant to this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of the Shares it acquired under the Subscription Agreement, and that each Investor shall have the right to assign its rights to receive any such Escrow Shares to other Persons in conjunction with negotiated sales or transfers of any of its Shares. Each of the Make Good Pledgors hereby irrevocably agrees that, other than in accordance with this Make Good Agreement, the Make Good Pledgors will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrowed Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Escrowed Shares are delivered to the Indemnitor Investors or returned to the Make Good PledgorPledgors, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the any Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Escrowed Shares that should be delivered to the Indemnitor Investors are delivered to the Indemnitor Investors or returned to the Make Good Pledgor Pledgors, or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrowed Shares have been deposited with the Escrow Agent.

Establishment of Escrow. At the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, (a) Genmar has delivered to the Escrow Agent certificates evidencing an aggregate and the Escrow Agent acknowledges receipt of 1,000,000 [____________] shares of Genmar common stock, par value $.01 per share (the "Recapitalization Shares") in the form of a single stock certificate. The Recapitalization Shares shall be held in escrow in the name of the Escrow Agent or its nominee, subject to the terms and conditions set forth herein. The Recapitalization Shares and any and all shares of the Company’s Common Stock common stock of Genmar or other securities declared and paid as a dividend or other distribution on or with respect to the Recapitalization Shares and any cash provided in substitution for such shares pursuant to Section 7 or 10 of the Plan of Recapitalization (together, the “Recapitalization Shares and any such additional shares or cash, the "Escrow Shares”), along with stock powers executed in blank (or such other signed instrument ") shall be and become part of transfer acceptable to the Company’s Transfer Agent)escrow deposit hereunder. Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. Make Good Pledgor agrees that the Company will (x) place a stop order on all Escrow Shares which shall expire on the date Unless and until the Escrow Shares are returned to Genmar or delivered to the Indemnitor or returned Recipients pursuant to the Make Good Pledgorterms of this Agreement, (y) notify each Recipient shall have the Transfer right to direct the Escrow Agent in writing to vote the Escrow Shares allocated to a sub-Escrow Account (as defined below) in respect of such Recipient; PROVIDED that Genmar and not such Recipient shall have the stop order and the restrictions on right to vote any such Escrow Shares under this Make Good allocated to such sub-Escrow Account if Genmar has not yet instructed the Escrow Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any release some Escrow Shares before allocable to such Recipient in any sub-Escrow Account pursuant to the date closing of a transaction between Genmar and such Recipient as described in the Plan of Recapitalization. The Escrow Agent must vote the Escrow Shares that should be delivered according to the Indemnitor are delivered to instructions of such Recipient or Genmar (as applicable) and may not vote the Indemnitor Escrow Shares without the instruction of such Recipient or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good AgreementGenmar (as applicable).

Establishment of Escrow. At (a) Pursuant to the ClosingMerger Agreement, at the APP Effective Time, the Make Good Pledgor shall deliverCompany shall, or shall cause to be delivereddeposited, with the Escrow Agent certificates or book entry-shares representing outstanding shares of Common Stock and Series 4 Preferred Stock equal to the number of Escrow Shares set forth on Exhibit A hereto. The Escrow Agent shall hold the Escrow Shares registered in the name of Computershare Trust Company, N.A. as Escrow Agent for the benefit of Escrow Participants. Upon the conversion of the Series 4 Preferred Stock or at the effective time of any merger or other transaction resulting in the reincorporation of the Company in Delaware or any other jurisdiction, the Company shall make appropriate adjustments to the number and composition of the Escrow Shares and shall update Exhibit A accordingly. The Company shall promptly deliver to the Escrow Agent certificates evidencing an aggregate of 1,000,000 shares of the Company’s Common Stock (the “Escrow Shares”), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing revised Exhibit A. Until released from the Company to the Escrow Agent. Make Good Pledgor agrees that the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing terms of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer each certificate evidencing any Escrow Shares before the date the Escrow Shares that should shall be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , stamped or otherwise imprinted with a legend in violation of Section 2.02 of substantially the Stock Purchase Agreement and this Make Good Agreementfollowing form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN ESCROW AGREEMENT WITH THE ISSUER AND THE ESCROW AGENT NAMED THEREIN OR ANY SUCCESSOR ESCROW AGENT THEREUNDER (THE “ESCROW AGREEMENT”) WHICH, AMONG OTHER MATTERS, PLACES RESTRICTIONS ON THE DISPOSITION OF THE SECURITIES. THESE SECURITIES WILL BE DEPOSITED WITH THE ESCROW AGENT PURSUANT TO THE ESCROW AGREEMENT AND MAY NOT BE OFFERED, EXCHANGED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS OF THE ESCROW AGREEMENT. A COPY OF SUCH ESCROW AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

Establishment of Escrow. At the ClosingConcurrently herewith, the Make Good Pledgor shall deliver, or cause to be delivered, to the Seller has deposited in escrow with Escrow Agent certificates evidencing an aggregate the sum of 1,000,000 shares of the Company’s Common Stock $500,000.00 (the “Escrow SharesFunds”). The Escrow Funds shall be held in escrow by Escrow Agent and disbursed solely in accordance with the terms hereof. In the event that Jo-Ann’s timely notifies Purchaser of its intent to terminate the Lease (such notice a “Termination Notice”) on or before July 30, 2013 (the “Outside Termination Date”), along then, upon Jo-Ann’s vacating the Property and paying Purchaser the Termination Fee (as defined below), the Escrow Funds shall be disbursed by Escrow Agent to Purchaser upon request thereof by Purchaser. In the event that (a) Jo-Ann’s either (i) fails to notify Purchaser of its intent to terminate the Lease on or before the Outside Termination Date, (ii) irrevocably waives its right to terminate the Lease pursuant to Section 4(d) of the Lease, or (iii) notifies Purchaser of its intent to terminate the Lease on or before the Outside Termination Date but remains as a tenant of a portion of the Property one (1) year and fifteen (15) days after the giving of the Termination Notice, (b) Purchaser enters into (i) the Post-Closing Jo-Ann’s Amendment pursuant to Paragraph 11.23 of the Purchase Agreement, (ii) a new lease with stock powers executed in blank Jo-Ann’s or an affiliate of Jo-Ann’s to occupy a portion of the Property for a term that extends after July 31, 2014, or (or such other signed instrument of transfer acceptable iii) an amendment to the CompanyJo-Ann’s Transfer AgentLease which extends the term thereof beyond July 31, 2014, then, upon request to Escrow Agent from Seller, the Escrow Funds shall be disbursed by Escrow Agent to Seller. Purchaser shall notify Seller and Escrow Agent promptly of the occurrence of one of the events described in clause (a) or (b). Also at Notwithstanding anything to the Closing contrary contained in the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Purchase Agreement, Purchaser and Seller agree that all fees payable by Jo-Ann’s in connection with termination (including the unamortized construction allowance and real estate broker commissions) are the property of Purchaser (collectively, the “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. Make Good Pledgor agrees that the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good AgreementTermination Fee”).

Establishment of Escrow. At Contemporaneously with the Closing, the Make Good Pledgor shall deliver, deliver or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 2,000,000 shares of the Company’s Common Stock (such shares delivered by Make Good Pledgor being collectively referred to as the “"Escrow Shares"”), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer CorporationEmpire Stock Transfer, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. Make Good Pledgor understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. Make Good Pledgor hereby irrevocably agrees that, other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor Investors are delivered to the Indemnitor investors or returned to the Make Good Pledgor Pledgor, or otherwise in violation of Section 2.02 4.11 of the Stock Purchase Agreement SPA and this Make Good Agreement. The Company shall deliver a written notice to the Investors confirming delivery of the 2008 Make Good Shares to the Escrow Agent.

Establishment of Escrow. At Within three Trading Days following the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 shares 1,800,261shares of the Company’s Common Stock (the “"Escrow Shares”"), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Make Good Pledgor understand and agree that the Investors’ right to receive 2009 Make Good Shares (as defined below) and 2010 Make Good Shares (as defined below) pursuant to Section 4.7 of the Securities Purchase Agreement and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of the Shares it acquired under the Securities Purchase Agreement, and that each Investor shall have the right to assign its rights to receive all or any such 2009 Make Good Shares and 2010 Make Good Shares to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Make Good Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.7 of the Securities Purchase Agreement and this Make Good Agreement, the Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the any Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor Investors are delivered to the Indemnitor Investors or returned to the Make Good Pledgor Pledgor, or otherwise in violation of Section 2.02 4.7 of the Stock Securities Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the 2009 Make Good Shares and 2010 Make Good Shares have been deposited with the Escrow Agent.

Establishment of Escrow. At the Within five (5) Trading Days following each Closing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 15% of the maximum number of shares of the Company’s Common Stock issuable upon conversion of the Notes sold at such Closing (the “Escrow Shares”)) pursuant to the Securities Purchase Agreement, along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities American Registrar & Transfer CorporationCo., or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Make Good Pledgor understands and agrees that the Investors’ rights to receive the Make Good Shares (as defined below) pursuant to Section 4.11 of the Securities Purchase Agreement and this Make Good Agreement shall not continue to run to the benefit of an Investor to the extent such Investor shall have transferred or sold all or any portion of its Notes, and that after any such transfer or sale such rights shall run to the Persons receiving such Units. The Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the Securities Purchase Agreement and this Make Good Agreement, the Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company and the Make Good Pledgor will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer by the Make Good Pledgor to resell or transfer anyone else any Escrow Shares before the date the when such Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor Investor Agent and Investors or returned to the Make Good Pledgor Pledgor, or otherwise in violation of Section 2.02 4.11 of the Stock Securities Purchase Agreement and this Make Good Agreement. The Company and the Make Good Pledgor shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. At Concurrently with the Closingexecution and delivery of this Escrow Agreement, the Make Good Pledgor shall deliverGrantor hereby establishes the Escrow and assigns, or cause to be deliveredconveys, transfers and delivers to the Escrow Agent certificates evidencing an aggregate of 1,000,000 shares in escrow as secured party for the sole and exclusive benefit of the Company’s Common Stock Beneficiary, Qualified Assets as listed in Exhibit A hereto (the “Initial Escrow SharesAssets”), along with stock powers executed in blank (or the receipt of which the Escrow Agent hereby acknowledges, to have and to hold such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor Qualified Assets and such additional Qualified Assets as shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company be added to the Escrow (in such form as the Escrow Agent shall require to enable the Escrow Agent to sell or otherwise convert such additional Qualified Assets to Cash) in accordance with the terms and conditions of this Escrow Agreement for the uses and purposes set forth herein. Assignment, conveyance, transfer and delivery of the Initial Escrow Assets (and such additional Qualified Assets as shall be added to the Escrow in accordance with the terms and conditions of this Escrow Agreement) shall be accomplished as follows: (i) securities, documents and instruments in Physical Form shall be delivered in suitable form for transfer by the Escrow Agent. Make Good Pledgor agrees , accompanied by duly executed instruments of transfer or assignment in blank and (ii) securities in Book Entry Form, shall be delivered by such other method of transfer as may be appropriate including, where applicable, Book Entry on the books and records of the Escrow Agent or another depository as required in the definition of Book Entry Form, provided that the Company will (x) place Beneficiary’s right to withdraw such securities is not impaired in any way. The Grantor hereby represents and warrants to the Beneficiary and the Escrow Agent that each of the Initial Escrow Assets is a stop order on all Escrow Shares which shall expire on Qualified Asset and, in the aggregate, have a Market Value of at least $ as of the date of transfer. The Escrow Agent, as Escrow Agent for the Beneficiary, shall administer the Escrow. The Escrow Shares are delivered shall be subject to the Indemnitor withdrawal in whole or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts part by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good AgreementBeneficiary as provided herein.

Establishment of Escrow. At The Deposit will be held in trust by Lindabury, McCormick, Xxxxxxxxx & Xxxxxx, P.C. ("Escrow Agent"), in an attorney trust account with Bank of America, N.A. or Valley National Bank, at Escrow Agent's discretion (the "Trust Account Bank"), subject to the terms and conditions of this Section 5. Upon Escrow Agent's receipt of a fully and properly completed and signed Form W-9 from each of Seller and Purchaser (a copy of Form W-9 is appended hereto), Escrow Agent shall place the Deposit in an interest-bearing attorney trust account and interest shall thereupon accrue at the rate determined by the Escrow Control Department of the Trust Account Bank. Promptly after placing the Deposit in an interest-bearing attorney trust account, Escrow Agent shall provide Purchaser and Seller with the relevant account and sub account numbers. Escrow Agent shall deliver the Deposit, together with all interest earned thereon, to Purchaser or Seller, as the case may be, under the following conditions: (a) To or for the benefit of Seller at the Closing; or (b) Upon receipt from Purchaser of a copy of a written notice of termination of this Agreement at any time on or prior to the Due Diligence Termination Date (as hereinafter defined) (the "Due Diligence Termination Notice"), the Make Good Pledgor entire Deposit, together with all interest earned thereon, shall deliver, or cause promptly be returned to be delivered, Purchaser. Seller acknowledges that Seller shall have no right to object to the release and return of the Deposit to Purchaser at any time on or prior to the Due Diligence Termination Date. (c) Upon written demand by either party (a "Deposit Demand") for the release of the Deposit after the Due Diligence Termination Date, Escrow Agent certificates evidencing an aggregate shall deliver written notice to Purchaser and Seller indicating that it has received such a demand, which notice shall be delivered in the manner specified in Section 19 of 1,000,000 shares this Agreement. If Escrow Agent does not receive a written objection to the release of the Company’s Common Stock Deposit within five (5) business days following its delivery of the “notice of the Deposit Demand, then Escrow Shares”), along Agent shall release the Deposit in accordance with stock powers executed in blank (or such other signed instrument of transfer acceptable the Deposit Demand. If Escrow Agent receives a notice objecting to the Company’s Transfer Agent). Also at release of the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good AgreementDeposit, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the then Escrow Agent. Make Good Pledgor agrees that the Company will Agent may either (x) place retain the Deposit, together with all interest earned thereon, in its trust account until both parties consent, in writing, to its release, or until issuance of a stop order on all Escrow Shares which shall expire on final non-appealable judgment by a court of competent jurisdiction directing the date the Escrow Shares are delivered to the Indemnitor release; or returned to the Make Good Pledgor, (y) notify interplead the Transfer Deposit into the New Jersey Superior Court, in which event any reasonable costs incurred by Escrow Agent in writing of the stop order commencing such interpleader action, will be shared equally by Purchaser and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good AgreementSeller. 5.2.

Establishment of Escrow. At Concurrently with the Closingexecution and ----------------------- delivery of this Escrow Agreement, the Make Good Pledgor shall deliverGrantor hereby establishes the Escrow and assigns, or cause to be deliveredconveys, transfers and delivers to the Escrow Agent certificates evidencing an aggregate of 1,000,000 shares in escrow as secured party for the sole and exclusive benefit of the Company’s Common Stock Beneficiary, Qualified Assets as listed in Exhibit A hereto (the “"Initial Escrow Shares”Assets"), along with stock powers executed in blank (or the receipt of which the Escrow Agent hereby acknowledges, to have and to hold such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor Qualified Assets and such additional Qualified Assets as shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company be added to the Escrow (in such form as the Escrow Agent shall require to enable the Escrow Agent to sell or otherwise convert such additional Qualified Assets to Cash) in accordance with the terms and conditions of this Escrow Agreement for the uses and purposes set forth herein. Assignment, conveyance, transfer and delivery of the Initial Escrow Assets (and such additional Qualified Assets as shall be added to the Escrow in accordance with the terms and conditions of this Escrow Agreement) shall be accomplished as follows: (i) securities in Physical Form shall be delivered in suitable form for transfer by the Escrow Agent. Make Good Pledgor agrees , accompanied by duly executed instruments of transfer or assignment in blank and (ii) securities in Book Entry Form, shall be delivered by such other method of transfer as may be appropriate including, where applicable, Book Entry on the books and records of the Escrow Agent or another depository as required in the definition of Book Entry Form, provided that the Company will (x) place Beneficiary's right to withdraw such securities is not impaired in any way. The Grantor hereby represents and warrants to the Beneficiary that the Initial Escrow Assets are all Qualified Assets and, in the aggregate, have a stop Market Value of at least $19.5 million as of the date of transfer. The Escrow Agent, as Escrow Agent for the Beneficiary, shall administer the Escrow. The Escrow shall be subject to withdrawal in whole or in part by the Beneficiary as provided herein. The Beneficiary may require, in its sole discretion, in order on to secure the timely and complete payment and performance of each and all of the Obligations, that the Grantor specifically assign, transfer and grant, convey and deliver to the Escrow Shares Agent as secured party for the sole and exclusive benefit of the Beneficiary, a perfected continuing first priority security interest in such particular Escrow Asset and all of the Proceeds thereof, and the Grantor shall make all necessary and appropriate filings, if any, to perfect and maintain the perfected status of the security interest granted hereby. Without limiting the generality of the foregoing, a security interest is granted in each of the Escrow Assets to the Escrow Agent as secured party for the sole and exclusive benefit of the Beneficiary, to secure the timely and complete payment and performance of all of the Obligations, whether joint or several, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and all modifications, renewals, extensions, rearrangements, substitutions and replacements of the Obligations. All of the Escrow Assets which are delivered shall expire constitute security for any and all of the Obligations on the date the Escrow Shares are delivered to the Indemnitor or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreementterms provided herein.

Establishment of Escrow. At Seller and Buyer will concurrently herewith establish an escrow (the "Escrow") with National Title Company, 000 Xxxx Xxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx ("Escrow Agent") for the purpose of consummating the purchase and sale of the Purchased Assets. The escrow instructions (the "Escrow Instructions") shall be upon such form as is normally used by Escrow Agent, a copy of which is attached hereto as Exhibit "D" and incorporated herein by reference; provided, however, that any conflict between the terms and provisions of said Escrow Instructions and the terms and provisions of this Agreement shall be resolved in favor of this Agreement. Escrow fees charged by Escrow Agent shall be divided equally between Buyer and Seller. Other costs of Closing, including, without limitation, a policy of tide insurance requested by Buyer and the Nevada real property transfer tax (but not including attorneys' fees or other professional fees) shall be borne by Buyer. The following taxes, charges and payments ("Charges") shall be prorated as normally done in Xxxxx County, Nevada on a per diem basis and apportioned between Seller and Buyer as of the date of Closing: real property, personal property, use, intangible taxes, utility charges, rental or lease charges, license fees, general assessments imposed with respect to the Purchased Assets, employee payrolls and insurance premiums. Seller shall be liable for that portion of the Charges relating to, or arising in respect of, periods on or prior to the Closing Date, and Buyer shall be liable for that portion of the Charges relating to, or arising in respect of, any period after the Closing Date. Seller shall deposit with Escrow Agent, to be held by Escrow Agent until the Closing, executed documents necessary to convey Seller's interest in the Make Good Pledgor shall deliver, or cause Purchased Assets to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 shares of the Company’s Common Stock (the “Escrow Shares”), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. Make Good Pledgor agrees that the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good AgreementBuyer.

Establishment of Escrow. At Within three Trading Days following the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 49,411,763 shares of the Company’s Common Stock (the “"Escrow Shares”"), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Interwest Transfer CorporationCompany, Inc., or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Make Good Pledgor understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor Investors are delivered to the Indemnitor Investors or returned to the Make Good Pledgor Pledgor, or otherwise in violation of Section 2.02 4.11 of the Stock Purchase Agreement SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the 2008 Make Good Shares and 2009 Make Good Shares have been deposited with the Escrow Agent. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Establishment of Escrow. At Within five Trading Days following the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 7,492,154 shares of the Company’s Common Stock (the “Escrow Shares”), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Make Good Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.7 of the Securities Purchase Agreement and this Make Good Agreement, the Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor Make Good Beneficiaries or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the any Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor Make Good Beneficiaries are delivered to the Indemnitor Make Good Beneficiaries or returned to the Make Good Pledgor Pledgor, or otherwise in violation of Section 2.02 4.7 of the Stock Securities Purchase Agreement and this Make Good Agreement. The Company shall notify the Make Good Beneficiaries as soon as the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. At Within three Trading Days following the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 1,669,398 shares of the Company’s Common Stock (the “"Escrow Shares”"), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “"Transfer Agent” " means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Make Good Pledgor understand and agree that the Investors’ right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the Securities Purchase Agreement and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of the Shares it acquired under the Securities Purchase Agreement, and that each Investor shall have the right to assign its rights to receive all or any such 2008 Make Good Shares and 2009 Make Good Shares to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Make Good Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 of the Securities Purchase Agreement and this Make Good Agreement, the Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the any Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor Investors are delivered to the Indemnitor Investors or returned to the Make Good Pledgor Pledgor, or otherwise in violation of Section 2.02 4.11 of the Stock Securities Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the 2008 Make Good Shares and 2009 Make Good Shares have been deposited with the Escrow Agent.

Establishment of Escrow. At (a) Borrower shall deliver the ClosingSecurity Deposit to Lender (such funds together with any further funds delivered by Borrower, or any income derived therefrom, the Make Good Pledgor "Escrow Funds") in the amount of $1,500,000.00 to Lender, as Escrow Agent, and Lender accepts such funds under the terms and conditions of this Agreement. Borrower consents to and instructs Lender to invest the Escrow Funds in the SM&R Capital Funds, Inc. - American National Primary Fund Series (the "Fund"). Borrower acknowledges receipt of the prospectus of the Fund dated 12/31/97, as amended None ("Prospectus"), and has read and understands the information, disclosures and other material set forth in the Prospectus. As more particularly described in the Prospectus, Borrower's proportionate share of all fees and expenses related to the Fund shall deliverbe borne by the Borrower. The Escrow Funds shall be held and disbursed by Lender for the purposes and in the manner set out herein. So long as the Escrow Modification conditions, defined below, are satisfied, after the initial investment of the Escrow Funds pursuant to the foregoing clause, Borrower may (by written notice to Lender) require Lender to invest all of the Escrow Funds in securities and obligations of the United States government or an agency thereof, or cause guaranteed thereby, as Borrower shall direct from time to time and at any time. Prior to investing the Escrow Funds into such securities or obligations of the United States government the following conditions must be met (the "Escrow Modification Conditions"): all taxes assessed against the income of the Escrow Funds must be paid by Borrower and such securities or obligations must be unilaterally redeemable or saleable by Lender. The Escrow Funds shall be held under a designation which specifically states that the Escrow Funds are escrow funds and shall include Borrower's name in such designation. In no event shall the Escrow Funds be deemed to be deliveredpart of, to or commingled with, any property or assets of Lender. In the event for any reason all or any portion of the Escrow Agent certificates evidencing an aggregate Funds shall be used or applied to satisfy any claim against or expense of 1,000,000 shares Lender, including, without limitation, in any insolvency, bankruptcy or other legal proceeding, or in the event of any realized loss in the principal of the Company’s Common Stock (Escrow Funds while invested in the “Escrow Shares”)Fund, along with stock powers executed in blank (Borrower shall be entitled to offset the amount so used, applied or such other signed instrument of transfer acceptable lost from any sum owing to Lender under the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. Make Good Pledgor agrees that the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good AgreementLoan Documents.

Establishment of Escrow. At the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, to (a) The Bank has deposited with the Escrow Agent certificates evidencing upon execution hereof Certificate No. representing the total amount of shares held by the Bank, Escrow Agent is directed to deliver such Certificate No. to Xxxxx Fargo Shareowner Services ("Transfer Agent") directing the Transfer Agent to reissue two Certificates, with one representing the Sale Shares, together with an aggregate of 1,000,000 shares assignment separate from certificate authorizing the transfer of the Company’s Common Stock (Sale Shares, and a Certificate representing the “Escrow Shares”), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 remaining shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained held by the Company as its stock transfer agent as specified in a writing from Bank. The Transfer Agent shall cause the Company remaining shares to be imprinted thereon with the Escrow Agentfollowing restrictive legend which gives notice of the ROFR. Make Good Pledgor agrees that Once the Company will (x) place a stop order on all Escrow Shares which shall expire restrictive legend has been placed on the date Certificate evidencing the Escrow Shares are delivered to the Indemnitor or remaining shares, such Certificate shall be returned to the Make Good PledgorBank: THESE SECURITIES ARE SUBJECT TO A RIGHT OF FIRST REFUSAL BY GRANITE CITY FOOD & BREWERY LTD. AND ITS SUCCESSORS AND ASSIGNS, PURSUANT TO THE TERMS OF A STOCK REPURCHASE AGREEMENT DATED FEBRUARY 8, 2011 (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor THE "REPURCHASE RIGHT"). ANY SALE, or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good AgreementTRANSFER OR OTHER DISPOSITION OF THESE SECURITIES SHALL BE SUBJECT TO SUCH REPURCHASE RIGHT AND ANY PURPORTED SALE, TRANSFER OR OTHER DISPOSITION WHICH DOES NOT REFERENCE THE REPURCHASE RIGHT SHALL BE NULL AND VOID. ANY PERSON ACQUIRING ANY PORTION OF THESE SECURITIES SHALL BE DEEMED TO HAVE ADOPTED AND BE BOUND BY SUCH REPURCHASE RIGHTS. A COPY OF THE STOCK REPURCHASE AGREEMENT HAS BEEN FILED BY GRANITE CITY FOOD & BREWERY LTD. WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS AVAILABLE WITHOUT CHARGE BY CONTACTING THE CHIEF FINANCIAL OFFICER AND/OR SECRETARY OF THE COMPANY AT ITS REGISTERED OFFICE IN THE STATE OF MINNESOTA.

Establishment of Escrow. At Within ten Trading Days following the Closing, the Make Good Pledgor Company shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 2,100,000 shares of the Company’s Common Stock Stock, as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions (the “"Escrow Shares”"), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer CorporationVertalo, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company understands and agrees that the Investors’ right to receive 2023 Make Good Pledgor Shares (as defined below) pursuant to this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of the Shares it acquired under the Securities Purchase Agreement, and that each Investor shall have the right to assign its rights to receive all or any such 2023 Make Good Shares to other Persons in conjunction with negotiated sales or transfers of any of its Shares (it being understood that such assignment will occur automatically in connection with any such transfer unless the transferor and transferee agree in writing otherwise). The Company hereby irrevocably agrees that that, other than in accordance with this Make Good Agreement, the Company will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor Investors or returned to the Make Good PledgorCompany, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor Company to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor Investors are delivered to the Indemnitor Investors or returned to the Make Good Pledgor Company, or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the 2023 Make Good Shares have been deposited with the Escrow Agent. Following delivery by the Company of the Escrow Shares, the Company shall not be required to deliver any additional securities or other property to the Escrow Agent or the Investors under any circumstances unless the Company otherwise agrees in a separate written instrument.

Establishment of Escrow. At On this date, WebMD has executed a stock certificate in negotiable form representing the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, to Escrow Shares and naming the Escrow Agent certificates evidencing an as the registered holder for the benefit of the Shareholders. Schedule 1 to this Agreement shows ---------- for each Shareholder (i) the respective percentage interest (the "Percentage Interest") of each such Shareholder in the Escrow Shares, and (ii) the corresponding aggregate maximum number of 1,000,000 shares of the Company’s Common WebMD Series B Preferred Stock (the “Escrow Shares”)issuable to each Shareholder, along with stock powers executed in blank (or such other signed instrument of transfer acceptable subject to the Company’s Transfer Agent)adjustments provided herein. Also at The Escrow Agent shall hold the Closing Escrow Shares on behalf of, and as a convenience to WebMD and the Indemnitor shall surrender for cancellation a total of 1,000,000 Shareholders with the same force and effect as if such shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or had been delivered by WebMD to each Shareholder and subsequently delivered by such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company Shareholder to the Escrow Agent. Make Good Pledgor agrees that the Company will (x) place a stop order on all The Escrow Shares which Agent shall expire on the date hold the Escrow Shares are for the benefit of WebMD and the Shareholders, as the case may be. Any and all future cash dividends on the Escrow Shares shall be paid in accordance with this Agreement. From and after the Effective Time, the Escrow Fund shall be available to compensate and indemnify an Indemnitee against and for any Loss suffered or incurred by an Indemnitee, as and when due, which arises out of or results from a breach of any of the representations, warranties, covenants or agreements of Sapient set forth in the Merger Agreement or in any certificate or schedule delivered by Sapient pursuant to the Merger Agreement. WebMD shall promptly provide written notice to Escrow Agent of the Effective Time. An Indemnitee may not receive any shares from the Escrow Fund unless and until a Loss Notice or Loss Notices (as defined below) identifying Indemnifiable Losses, the aggregate amount of which exceed $50,000, have been delivered to the Indemnitor or returned Escrow Agent pursuant to the Make Good Pledgorterms hereof; in such case, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date an Indemnitee may recover from the Escrow Shares that should be delivered to Fund its Losses in excess of $50,000 in accordance with the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement terms and this Make Good Agreementprovisions hereof.

Establishment of Escrow. At Within three Business Days following the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate number of 1,000,000 shares of the Company’s 's Common Stock equal to the number of PIPE Common Shares (the "Initial Escrow Shares" and together with the Replenishment Shares (as defined in Section 4.7(a) of the Securities Purchase Agreement, collectively, the “Escrow Shares”), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s 's Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “"Transfer Agent” " means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Make Good Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.7 of the Securities Purchase Agreement and this Make Good Agreement, the Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop transfer order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop transfer order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the when such Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor Investors or returned to the Make Good Pledgor Pledgor, or otherwise in violation of Section 2.02 4.7 of the Stock Securities Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the Initial Escrow Shares and the Replenishment Shares have been deposited with the Escrow Agent.

Establishment of Escrow. At the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, Parent has delivered to the Escrow Agent certificates evidencing an aggregate of 1,000,000 shares and the Escrow Agent acknowledges receipt of the Company’s Common Stock Escrow Shares in the form of a single stock certificate registered in the name of Xxxx & Co. as nominee for the Escrow Agent. The address of each Shareholder and (if applicable) the “taxpayer identification of each Shareholder are set forth in ANNEX B attached hereto. The Escrow Agent shall hold the Escrow Shares”), along and any dividends or other distributions on the Escrow Shares and other securities or property into which the Escrow Shares may be converted or reclassified into or exchanged for, in escrow, in its name or the name of its nominee, in accordance with stock powers executed this Escrow Agreement. The Escrow Shares shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent shall have no responsibility for the genuineness, validity, market value, title or sufficiency for any intended purpose of the Escrow Shares. The Escrow Agent shall be under no obligation to preserve, protect or exercise rights in blank the Escrow Shares, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Escrow Agreement. Notwithstanding the foregoing, if the Escrow Agent is so requested in a written request of the Shareholders' Agent received by the Escrow Agent at least three (3) business days prior to the date on which the Escrow Agent is requested therein to take such action (or such other signed instrument of transfer later date as may be acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. Make Good Pledgor agrees that ), the Company will (x) place Escrow Agent shall execute or cause its nominee to execute, and deliver to the Shareholders' Agent a stop order on all Escrow Shares which shall expire on proxy or other instrument in the date form supplied to it by the Shareholders' Agent for voting or otherwise exercising any right of consent with respect to any of the Escrow Shares are delivered held by it hereunder, to authorize therein the Indemnitor Shareholders' Agent to exercise such voting or returned to the Make Good Pledgor, (y) notify the Transfer Agent consent authority in writing respect of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares (provided that should the Escrow Agent shall not be delivered obliged to execute any such proxy or other instrument if, in its judgment, the terms thereof may subject the Escrow Agent to any liabilities or obligations in its individual capacity). The Escrow Agent shall not be responsible for forwarding to any party, notifying any party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from Parent or other person with respect to the Indemnitor are delivered to Escrow Shares, including but not limited to, proxy material, tenders, options, the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation pendency of Section 2.02 calls and maturities and expiration of the Stock Purchase Agreement and this Make Good Agreementrights.

Establishment of Escrow. At the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, Parent has delivered to the Escrow Agent certificates evidencing an aggregate of 1,000,000 shares and the Escrow Agent acknowledges receipt of the Company’s Common Stock (Escrow Shares in the “form of a single stock certificate registered in the name of the nominee of the Escrow Agent [ ]. The Escrow Agent shall hold the Escrow Shares”), along and any dividends or other distributions on the Escrow Shares and other securities or property into which the Escrow Shares may be converted or reclassified into or exchanged for, in escrow, in its name or the name of its nominee, in accordance with stock powers executed this Escrow Agreement. The Escrow Shares shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent shall have no responsibility for the genuineness, validity, market value, title or sufficiency for any intended purpose of the Escrow Shares. The Escrow Agent shall be under no obligation to preserve, protect or exercise rights in blank (or the Escrow Shares, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such other signed instrument of transfer acceptable to duties on its part as are expressly set forth in this Agreement; except that the Company’s Transfer Agent). Also Escrow Agent shall, at the Closing written request of the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company Shareholders' Agent given to the Escrow Agent. Make Good Pledgor agrees that the Company will Agent at least three (x3) place a stop order on all Escrow Shares which shall expire on business days prior to the date on which the Escrow Agent is requested therein to take any action, deliver to the Shareholders' Agent a duly executed proxy or other instrument in the form supplied to it by the Shareholders' Agent for voting or otherwise exercising any right of consent with respect to any of the Escrow Shares are delivered held by it hereunder, which proxy or other instrument shall authorize the Shareholders' Agent to exercise such voting or consent authority in respect of the Escrow Shares. The Escrow Agent shall not be responsible for forwarding to any party, notifying any party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from Parent or other person with respect to the Indemnitor or returned to Escrow Shares, including but not limited to, proxy material, tenders, options, the Make Good Pledgor, (y) notify the Transfer Agent in writing pendency of the stop order calls and the restrictions on such Escrow Shares under this Make Good Agreement maturities and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation expiration of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreementrights.

Establishment of Escrow. At Within three business days of the Closingexecution of this Agreement by the Make Good Pledgor, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 2,513,758 shares of the Company’s Common Stock (the “"Escrow Shares”"), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Make Good Pledgor understands and agrees that HFG shall have the right to assign its rights to receive all or any such 2009 Make Good Shares and 2010 Make Good Shares to other persons. The Make Good Pledgor hereby irrevocably agrees that he will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor HFG or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the any Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor HFG are delivered to the Indemnitor HFG or returned to the Make Good Pledgor Pledgor, or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreement. The Company shall notify HFG as soon as the 2009 Make Good Shares and 2010 Make Good Shares have been deposited with the Escrow Agent.

Establishment of Escrow. At Within three Trading Days following the Closing, the Make Good Pledgor Pledgors shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 29,166,667 shares of the Company’s Common Stock (the “"Escrow Shares”"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer CorporationInterwest Stock Transfer, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow AgentAgent and Antaeus. The Company shall notify the Investors in writing that the Escrow Shares have been placed into escrow as required by this Make Good Agreement within two Trading Days following the deposit of such Escrow Shares into escrow in accordance with the terms of this Make Good Agreement. Each Make Good Pledgor hereby agrees that its obligation to transfer shares of Common Stock to Investors pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of any Investor who shall have transferred or sold all or any portion of its Securities, and that Investors shall have the right to retain, transfer or assign its rights to receive all or any such Escrow Shares to other Persons in conjunction with negotiated sales or transfers of any of its Securities. Each Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, such Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, loan, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a an irrevocable stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor or returned to the Make Good Pledgorcovered by any registration statements, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the either Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , under such registration statements or otherwise in violation of Section 2.02 4.11 of the Stock Purchase Agreement SPA and this Make Good AgreementAgreement including under Rule 144.

Establishment of Escrow. At As of the ClosingEffective Date, and at ADP's expense, EACC will deliver in escrow, pursuant to the terms hereof, the Make Good Pledgor Source Code and documentation for the EACC Product (including, without limitation, telemarketing requirements, operational requirements, workflows, EACC Vendor names, addresses and contacts and such other information necessary, helpful and/or appropriate for ADP to provide the EACC Product on an in-house basis which shall deliverbe collectively referred to as the "Product Support Data") to the third party escrow agent ("Escrow Agent"). The terms of escrow are set forth in Exhibit M hereto. EACC hereby agrees to appoint Robert J. Singer, Senior Atxxxxxx, Xxxxxxxxc Data Processing, Inc., as Escrow Agent. All costs and fees associated with such escrow agreement shall be borne by ADP, including without limitation, the establishment and maintenance of the escrow agreement, update fees, and escrow release fees. If one of the following events occurs during any period (whether during or cause after the termination of this Agreement) when the ADP Acquired Clients are still being supported by ADP or are required hereunder to be deliveredsupported by EACC, ADP shall be entitled to request a release of and obtain the Source Code and Product Support Data from the Escrow Agent certificates evidencing and obtain from EACC an aggregate assignment of 1,000,000 shares all applicable EACC Vendor agreements for the benefit of ADP: (i) EACC ceases doing business and its business is not continued by another corporation or entity reasonably acceptable to ADP; (ii) EACC makes a general assignment for the benefit of creditors; (iii) EACC suffers or permits the appointment of a receiver for its business or assets and such appointment is not terminated within 90 days; (iv) EACC has materially failed to support the ADP Managed Network Solution as required under this Agreement and has not remedied such failure within 30 days of receiving notice of such failure, which notice referenced this Section 19.1, as mutually agreed by both Parties or as determined by a court of competent jurisdiction; (v) EACC has materially failed to assist/support ADP after termination as required by Section 17.5 and has not remedied such failure within 30 days of receiving notice of such failure, which notice referenced this Section 19.1, as mutually agreed by both Parties or as determined by a court of competent jurisdiction; (vi) EACC avails itself of, or becomes subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of rights of creditors or conditions outlined elsewhere and such proceeding is not dismissed within 30 days. Additionally, EACC shall immediately make available to ADP all the data/information of the Company’s Common Stock (ADP Acquired Clients. During the “Escrow Shares”)term of this Agreement and during the period of time thereafter in which EACC is required to continue supporting the ADP Acquired Clients, along EACC shall routinely, but no less often than once per calendar quarter, deposit the Source Code and Product Support Data of the EACC Product to include any updates, provided, however, that Source Code and Product Support Data for all prior versions of the EACC Product shall remain on deposit. EACC shall provide ADP with stock powers executed in blank (or such other signed instrument prompt written notice of transfer acceptable all Source Code and Product Support Data deposits. ADP shall have the right to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to require the Escrow AgentAgent to validate the Source Code and Product Support Data on deposit upon thirty (30) days prior written notice to and in the presence of EACC, but no more frequently than two (2) times per year. Make Good Pledgor agrees that Such verification shall be at ADP's expense unless the Company will (x) place a stop order materials on deposit are not current, in which event EACC shall bear all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreementcosts associated therewith.

Establishment of Escrow. At Within three Trading Days following the Closing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,000,000 6,917,540 shares of the Company’s Common Stock (the “"Escrow Shares”"), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Interwest Transfer CorporationCompany, Inc., or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Make Good Pledgor understands and agrees that HFG’s right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to and this Make Good Agreement shall continue to run to the benefit of HFG even if such Investor shall have transferred or sold all or any portion of its Shares, and that HFG shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Make Good Pledgor hereby irrevocably agrees that other than in accordance with this Make Good Agreement, the Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Indemnitor HFG or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Indemnitor HFG are delivered to the Indemnitor HFG or returned to the Make Good Pledgor Pledgor, or otherwise in violation of Section 2.02 of the Stock Purchase Agreement and this Make Good Agreement. The Company shall notify HFG as soon as the 2008 Make Good Shares and 2009 Make Good Shares have been deposited with the Escrow Agent. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.