Common use of TERMS OF THE ESCROW Clause in Contracts

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Escrow Shares as contemplated by this Agreement. 1.2. Upon the execution of this Agreement, the Escrow Agent shall open a brokerage account with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. (the “Escrow Agent Custody Account”) whereupon the Principal Shareholder shall deposit or cause to be deposited at least 3,000,000 shares of Common Stock (“Escrow Shares”) into the Escrow Agent Custody Account within seven (7) days thereof. The Escrow Agent Custody Account shall be in the sole name of the Escrow Agent and only the Escrow Agent shall have sole authority to transact the shares placed therein. In the event that the Principal Shareholder deposits shares in excess of 3,000,000 shares of Common Stock into the Escrow Agent Custody Account, the parties agree and hereby irrevocably authorize the Escrow Agent to transfer such excess shares back to the Principal Shareholder’s brokerage account upon instructions from the Principal Shareholder without requiring further authorization or approval from the Company and the Buyers. For the avoidance of any doubt, the Escrow Agent shall not be responsible for procuring the deposit of Escrow Shares. All parties agree to indemnify and hold harmless JPMorgan Chase Bank, N.A. and its Affiliates, employees, and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to their duties or performance as instructed by the Escrow Agent, other than those which have resulted from the gross negligence, fraud or willful misconduct of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. 1.3. The Company will provide the Buyers with (i) the Company’s audited financial statements for 2009, prepared in accordance with US GAAP, on or before March 31, 2010 and (ii) the Company’s audited financial statements for 2010, prepared in accordance with US GAAP, on or before March 31, 2011, so as to allow the Buyers the opportunity to evaluate whether the 2009 Performance Threshold and the 2010 Performance Threshold were attained. In the event that any Buyer receives the financial information prior to its dissemination by the Company in either a press release or in the Company’s SEC Documents, the Company shall issue a press release announcing the information or file a Form 8-K within one trading day of a request by the Buyer to make such information public. 1.4. The parties hereby agree that the Escrow Shares shall be delivered to the Buyers as set forth below: (i) If Net Income for 2009 shall be at least ten per cent (10%) less than the 2009 Performance Threshold, then (x) the 2009 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2010, the Company shall provide written instructions to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2009 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2009 Escrow Shares” shall be number of Escrow Shares equivalent to the percentage by which the Company missed the 2009 Performance Threshold. For example, if the Company were to miss the 2009 Performance Threshold by 15%, the 2009 Escrow Shares shall comprise 450,000 shares of Common Stock. For the avoidance of any doubt, no 2009 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2009 Performance Threshold by less than 10%. (ii) If Net Income for 2010 shall be at least ten per cent (10%) less than the 2010 Performance Threshold, then (x) the 2010 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2011, the Company shall provide written instructions to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2010 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2010 Escrow Shares” shall be the number of Escrow Shares equivalent to the percentage by which the Company missed the 2010 Performance Threshold. For example, if the Company were to miss the 2010 Performance Threshold by 25%, the 2010 Escrow Shares shall comprise 750,000 shares of Common Stock. For the avoidance of any doubt, no 2010 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2010 Performance Threshold by less than 10%.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Escrow Shares as contemplated by this Agreement. 1.2. Upon the execution of this Agreement, the Principal Stockholder shall deliver to the Escrow Agent shall open a brokerage account with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. stock certificate evidencing one hundred percent (100%) of the “Escrow Agent Custody Account”) whereupon the Principal Shareholder shall deposit or cause to be deposited at least 3,000,000 shares of Common Stock underlying the Preferred Shares issuable under the Purchase Agreement and indicated on Schedule A hereto (such shares of Common Stock plus such additional number of shares of Common Stock as may be required to be deposited hereunder pursuant to Section 1.3(i) or 1.3(ii) hereof shall be collectively referred to in this Agreement as the “Escrow Shares”), along with updated stock powers executed in blank with signature medallion guaranteed. 1.3. The parties hereby agree that the 2008 Escrow Shares (as hereinafter defined) into shall be delivered based on the achievement of the 2008 Performance Thresholds as set forth below: (i) If the Company does not achieve at least 50% of each of the 2008 Performance Thresholds, then all of the Escrow Shares (the “2008 Escrow Shares”) shall be distributed on a pro rata basis to the Purchaser based on the number of shares of Series A Preferred and Conversion Shares owned by such Purchaser as of the date thereof. Within five (5) business days of the Purchaser’s receipt of the 2008 financial statements, the Company and the Purchaser shall provide written instruction to the Escrow Agent Custody Account within seven (7) days thereof. The Escrow Agent Custody Account shall be in the sole name of instructing the Escrow Agent to issue and only deliver the 2008 Escrow Shares to the Purchaser on a pro rata basis based on the number of shares of Series A Preferred owned by the Purchaser as of the date thereof. Within five (5) business days after the release of the 2008 Escrow Shares to the Purchaser, the Principal Stockholder shall deposit into the escrow account maintained by the Escrow Agent shall have sole authority to transact Agent, stock certificates evidencing one hundred percent (100%) of the shares placed therein. In the event that the Principal Shareholder deposits shares in excess of 3,000,000 shares of Common Stock into underlying the Escrow Agent Custody Account, Preferred Shares issuable under the parties agree and hereby irrevocably authorize the Escrow Agent to transfer such excess shares back to the Principal Shareholder’s brokerage account upon instructions from the Principal Shareholder without requiring further authorization or approval from Purchase Agreement. (ii) If the Company achieves between 50% and 95% of the Buyers. For the avoidance of any doubt2008 Performance Thresholds, the Escrow Agent shall deliver to the Purchaser, on a pro rata basis based on the number of shares of Series A Preferred and Conversion Shares owned by such Purchaser as of the date thereof, the number of 2008 Escrow Shares multiplied by the percentage by which the lowest of the 2008 Performance Thresholds was not achieved and multiplied by 200%. By way of example, if the Company’s Earnings Per Share for 2008 is an amount equal to 60% of the 2008 Performance Thresholds, the Company’s Net Income reported on the 2008 financial statements is an amount equal to 70% of the 2008 Performance Thresholds and the Company’s Cash from Operations reported on the 2008 financial statements is an amount equal to 80% of the 2008 Performance Thresholds, the Purchaser shall receive 200% of the product of 40% of the 2008 Escrow Shares (100%-60%) and, the remaining Escrow Shares shall continue to be responsible for procuring held in escrow hereunder. Within five (5) business days of the Purchaser’s receipt of the 2008 financial statements, the Company and the Purchaser shall provide written instructions to the Escrow Agent instructing the Escrow Agent to deliver the applicable number of 2008 Escrow Shares to the Purchaser and to hold the remaining Escrow Shares in escrow. Within five (5) business days after the release of the 2008 Escrow Shares to the Purchaser, each Principal Stockholder shall deposit of Escrow Shares. All parties agree to indemnify and hold harmless JPMorgan Chase Bank, N.A. and its Affiliates, employees, and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to their duties or performance as instructed into the escrow account maintained by the Escrow Agent, other than stock certificates evidencing such number of shares of Common Stock so that the number of Escrow Shares shall equal the number of shares of Common Stock initially deposited pursuant to Section 1.2. (iii) If the Company achieves at least 95% of each of the 2008 Performance Thresholds, then the Escrow Shares shall continue to be held in escrow hereunder. 1.4. The parties hereby agree that the 2009 Escrow Shares (as hereinafter defined) shall be delivered based on achievement of the 2009 Performance Thresholds as set forth below: (i) If the Company does not achieve at least 50% of each of the 2009 Performance Thresholds, then all of the Escrow Shares (the “2009 Escrow Shares”), shall be distributed on a pro rata basis to the Purchaser based on the number of shares of Series A Preferred and Conversion Shares owned by such Purchaser as of the date thereof. Within five (5) business days of the Purchaser’s receipt of the 2009 financial statements, the Company and the Purchaser shall provide written instruction to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2009 Escrow Shares to the Purchaser on a pro rata basis based on the number of shares of Series A Preferred owned by the Purchaser as of the date thereof. (ii) If the Company achieves between 50% and 95% of the 2009 Performance Thresholds, (a) the Escrow Agent shall deliver to the Purchaser, on a pro rata basis based on the number of shares of Series A Preferred and Conversion Shares owned by such Purchaser as of the date thereof, the number of 2009 Escrow Shares equal to the number of 2009 Escrow Shares multiplied by the percentage by which the lowest of 2009 Performance Thresholds was not achieved and multiplied by 200% and (b) the remaining 2009 Escrow Shares shall be returned to the Principal Stockholder. By way of example, if the Company’s Earnings Per Share for 2009 is an amount equal to 60% of the 2009 Performance Thresholds, the Company’s Net Income reported on the 2009 financial statements is an amount equal to 70% of the 2009 Performance Thresholds and the Company’s Cash from Operations reported on the 2009 financial statements is an amount equal to 80% of the 2009 Performance Thresholds, the Purchaser shall receive 200% of 40% of the 2009 Escrow Shares (100% - 60%) and the remaining 2009 Escrow Shares shall be returned to the Principal Stockholder. Within five (5) business days of the Purchaser’s receipt of the 2009 financial statements, the Company and the Purchaser shall provide written instructions to the Escrow Agent instructing the Escrow Agent to deliver the applicable number of 2009 Escrow Shares to the Purchaser and to the Principal Stockholder. (iii) In the event the Company achieves at least 95% of each of the 2009 Performance Thresholds, all of the 2009 Escrow Shares shall be returned to the Principal Stockholder at the address set forth in Section 5.3 hereof. Notwithstanding anything to the contrary set forth herein, only those which have resulted from Purchaser who own shares of Series A Preferred acquired under the gross negligencePurchase Agreement and remain shareholders of the Company at the time that the 2009 Escrow Shares become deliverable hereunder shall be entitled to their pro rata portion of such 2009 Escrow Shares calculated based on their ownership interest at the time when such 2009 Escrow Shares become deliverable hereunder. Any 2009 Escrow Shares not delivered to Purchaser because the Purchaser no longer holds shares of Series A Preferred acquired under the Purchase Agreement will be delivered to the Company. 1.5. If the Company fails to timely comply with its obligations set forth in Section 3.25 of the Purchase Agreement (the “Listing Obligation”), fraud then 1,000,000 shares of Common Stock collectively owned by the Principal Stockholder (the “Penalty Shares”) shall be distributed to the Purchaser and Vision Opportunity China LP on a pro rata basis as set forth in Section 3.25 of the Purchase Agreement. Within five (5) business days after the release of the Penalty Shares to the Purchaser, the Principal Stockholder shall deposit into the escrow account maintained by the Escrow Agent stock certificates evidencing an aggregate of 1,000,000 shares of Common Stock. 1.6. If the Company does not achieve each of the 2008 Performance Thresholds or willful misconduct each of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bankthe 2009 Performance Thresholds and/or if the Company does not comply with the Listing Obligation, N.A.the Company shall use best efforts to promptly cause the 2008 Escrow Shares, the 2009 Escrow Shares or the Penalty Shares, as applicable, to be delivered to the Purchaser, including causing its transfer agent promptly to issue the certificates in the names of the Purchaser and causing its securities counsel to provide any written instruction required by the Escrow Agent in a timely manner so that the issuances and delivery contemplated above can be achieved within five business days following delivery of the 2008 financial statements or 2009 financial statements in the case of the 2008 Escrow Shares or the 2009 Escrow Shares, as applicable, to the Purchaser Representative, or, within five business days of September 28, 2009, in the case of the Penalty Shares. 1.31.7. The Company will provide the Buyers Purchaser with (i) the Company’s audited financial statements for 2008, prepared in accordance with US GAAP, on or before March 31, 2009 and (ii) the Company’s audited financial statements for 2009, prepared in accordance with US GAAP, on or before March 31, 2010 and (ii) the Company’s audited financial statements for 2010, prepared in accordance with US GAAP, on or before March 31, 2011, so as to allow the Buyers Purchaser the opportunity to evaluate whether each of the 2008 Performance Thresholds and each of the 2009 Performance Threshold and the 2010 Performance Threshold Thresholds were attained. In the event that any Buyer the Purchaser receives the financial information prior to its dissemination by the Company in either a press release or in the Company’s SEC Commission Documents, the Company shall issue a press release announcing the information or file a Form 8-K within one trading day of a request by the Buyer Purchaser to make such information public. 1.41.8. The parties hereby agree that Upon the Escrow Shares shall be delivered to the Buyers as set forth below: (i) If Net Income for 2009 shall be at least ten per cent (10%) less than the 2009 Performance Threshold, then (x) the 2009 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number written request of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2010, the Company shall provide written instructions to and the Purchaser, the Escrow Agent instructing the Escrow Agent to issue and shall deliver the 2009 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2009 2008 Escrow Shares” shall be number of Escrow Shares equivalent to the percentage by which the Company missed the 2009 Performance Threshold. For example, if the Company were to miss the 2009 Performance Threshold by 15%, the 2009 Escrow Shares shall comprise 450,000 shares of Common Stock. For and the avoidance of any doubtPenalty Shares, no 2009 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2009 Performance Threshold by less than 10%. (ii) If Net Income for 2010 shall be at least ten per cent (10%) less than the 2010 Performance Thresholdas applicable, then (x) the 2010 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on Purchaser and/or the number of shares of Common Stock purchased by each Buyer Principal Stockholder pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2011, written instructions of the Company shall provide written instructions to and the Escrow Agent instructing the Escrow Agent to issue and deliver the 2010 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2010 Escrow Shares” shall be the number of Escrow Shares equivalent to the percentage by which the Company missed the 2010 Performance Threshold. For example, if the Company were to miss the 2010 Performance Threshold by 25%, the 2010 Escrow Shares shall comprise 750,000 shares of Common Stock. For the avoidance of any doubt, no 2010 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2010 Performance Threshold by less than 10%Purchaser.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account (the “Escrow Account”) with the Escrow Agent whereby the Escrow Agent shall hold the Offering Escrow Shares as contemplated by this Agreement. 1.2. Upon the execution of this Agreement, : (i) Magnify Wealth and the Original Stockholders shall deliver stock certificates to the Escrow Agent shall open a brokerage account with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. (the “Escrow Agent Custody Account”) whereupon the Principal Shareholder shall deposit or cause to be deposited at least 3,000,000 consisting of _____ and ______shares of Common Stock respectively, and the Additional Escrow Shares (“Escrow Shares”as defined in Section 1.4 below), along with updated stock powers executed in blank, signature medallion guaranteed or in other form and substance acceptable for transfer; and (ii) into Maxim shall deliver to the Escrow Agent Custody Account within seven (7) days thereof. The Escrow Agent Custody Account shall be a list of the Purchasers in the sole name Offering. If the underwriter’s over-allotment option relating to the Offering (the “Over-allotment Option”) is exercised, then Maxim shall supplement such list of Purchasers at the closing of the Over-allotment Option by delivering to the Escrow Agent and only a list of additional Purchasers who bought Units in the Escrow Agent shall have sole authority to transact the shares placed therein. In the event that the Principal Shareholder deposits shares in excess of 3,000,000 shares of Common Stock into the Escrow Agent Custody Account, the parties agree and hereby irrevocably authorize the Escrow Agent to transfer such excess shares back to the Principal Shareholder’s brokerage account upon instructions from the Principal Shareholder without requiring further authorization or approval from the Company and the Buyers. For the avoidance of any doubt, the Escrow Agent shall not be responsible for procuring the deposit of Escrow Shares. All parties agree to indemnify and hold harmless JPMorgan Chase Bank, N.A. and its Affiliates, employees, and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to their duties or performance as instructed by the Escrow Agent, other than those which have resulted from the gross negligence, fraud or willful misconduct of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A.Over-allotment Option. 1.3. The Company will provide the Buyers with (i) the Company’s audited financial statements for 2009, prepared in accordance with US GAAP, on or before March 31, 2010 and (ii) the Company’s audited financial statements for 2010, prepared in accordance with US GAAP, on or before March 31, 2011, so as to allow the Buyers the opportunity to evaluate whether the 2009 Performance Threshold and the 2010 Performance Threshold were attained. In the event that any Buyer receives the financial information prior to its dissemination by the Company in either a press release or in the Company’s SEC Documents, the Company shall issue a press release announcing the information or file a Form 8-K within one trading day of a request by the Buyer to make such information public. 1.4. The parties hereby agree that the Offering Escrow Shares and the Additional Escrow Shares shall be delivered distributed based on and subject to the Buyers achievement of the Offering Performance Threshold as set forth below: (i) If Net Income for 2009 shall be the Company achieves at least ten per cent (10%) less than 95% of the 2009 Offering Performance Threshold, then the Offering Escrow Shares and the Additional Escrow Shares shall be released to Magnify Wealth and the Original Stockholders in the same proportion in which they deposited such shares into the Escrow Account. Within five (x5) business days of Maxim’s receipt of the 2009 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase AgreementFinancial Statements, and (y) within five (5)business days after March 31, 2010, the Company Maxim shall provide sole written instructions to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2009 Offering Escrow Shares and the Additional Escrow Shares to the Pledgors. (ii) If the Company achieves at least [50%] but less than 95% of the Offering Performance Threshold, the Escrow Agent shall deliver to each Buyer on a pro rata basis based on Purchaser in the Offering who holds shares of Common Stock, or shares of Common Stock underlying Units as of the Determination Date Offering, Escrow Shares in accordance with the calculation below. (a) A = X/Y (b) B = 2*(A*Z) Where: A = such Purchaser’s percentage ownership of Offering Escrow Shares B = the number of Offering Escrow Shares to be distributed to such Purchaser X = the aggregate number of shares of Common Stock purchased or shares of Common Stock underlying Units owned by such Purchaser on the Determination Date, provided however that Buyer pursuant to such number shall not exceed the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2009 Escrow Shares” shall be number of Units bought by such Purchaser in the Offering Y = the number of Units issued upon the consummation of this Offering (including any Units issued in the Over-allotment Option) Z = the Offering Escrow Shares equivalent to multiplied by the percentage by which the Company missed Offering Performance Threshold was not achieved Within five (5) business days of Maxim’s receipt of the 2009 Performance Threshold. For exampleFinancial Statements, if the Company were to miss the 2009 Performance Threshold by 15%, the 2009 Escrow Shares shall comprise 450,000 shares of Common Stock. For the avoidance of any doubt, no 2009 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2009 Performance Threshold by less than 10%. (ii) If Net Income for 2010 shall be at least ten per cent (10%) less than the 2010 Performance Threshold, then (x) the 2010 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2011, the Company Maxim shall provide sole written instructions to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2010 Offering Escrow Shares to each Buyer the Purchasers in accordance with the calculation above. Only those Purchasers who continue to own shares of Common Stock or shares of Common Stock underlying Units on a pro rata basis the Determination Date shall be entitled to receive Offering Escrow Shares calculated based on their ownership interest in shares of Common Stock or shares of Common Stock underlying Units on the Determination Date. Any Offering Escrow Shares remaining after disbursement to such Purchasers and the Additional Escrow Shares shall be returned to Magnify Wealth and the Original Stockholders in the same respective proportion as their initial deposit of the Offering Escrow Shares and Additional Escrow Shares. (iii) If the Company achieves less than [50%] of the Offering Performance Thresholds, then the Escrow Agent shall deliver to each Purchaser of Units in the Offering, Offering Escrow Shares in accordance with the calculation below: (a) A = X/Y (b) B = (A*Z) Where: A = such Purchaser’s percentage ownership of Offering Escrow Shares B = the number of Offering Escrow Shares to be distributed to such Purchaser X = the number of Units bought by such Purchaser in this Offering Y = number of Units issued upon the consummation of this Offering (including any Units issued in the Over-allotment Option) Z = the Offering Escrow Shares Within five business days of the underwriter’s receipt of the 2009 Financial Statements, Maxim shall provide sole written instructions to the Escrow Agent instructing the Escrow Agent to: (i) issue and deliver the Offering Escrow Shares to the Purchasers in accordance with the calculation above, and (ii) issue and deliver to the Purchasers a specific number of the Additional Escrow Shares required as a result of the rounding up of fractional shares as discussed in Section 1.4. Any Additional Escrow Shares remaining after disbursement to such Purchasers shall be returned to Magnify Wealth and the Original Stockholders in the same respective proportion as their initial deposit of the Additional Escrow Shares 1.4. No fractional shares shall be delivered to the Purchasers under the calculations set forth in Section 1.3. If, upon calculation of the Offering Escrow Shares to be delivered to the purchasers pursuant to these calculations, a purchaser would be entitled to receive a fractional interest in a share, such number of shares shall be rounded up or down to the nearest whole number of shares of Common Stock purchased by that Buyer pursuant to be delivered to such Purchaser. In addition to the Securities Purchase AgreementOffering Escrow Shares, Magnify Wealth and the Original Stockholders shall deposit _________ and __________ shares, respectively (the “Additional Escrow Shares”), with Corporate Stock Transfer, Inc. in accordance with Section 1.2, solely to cover any shares required to be delivered to the Purchasers in excess of the Offering Escrow Shares as a result of the rounding up of fractional shares under the calculations set forth in Section 1.3. 1.5. If the Company does not achieve at least 95% of the Offering Performance Threshold, the Company shall use reasonable best efforts to promptly cause the Offering Escrow Shares, and, if necessary, the Additional Escrow Shares, to be delivered to the Purchasers as discussed in Section 1.3, including causing its transfer agent to promptly, but in no event longer than five (5) business days, transfer the certificates into the names of the Purchaser as discussed in Section 1.3, and shall causing its securities counsel to provide any written instruction required by the Escrow Agent in a copy of such instructions timely manner so that the issuances and delivery contemplated above can be achieved. 1.7. The Company will provide Maxim with the Company’s 2009 Financial Statements, prepared in accordance with US GAAP, no later than the Determination Date to each Buyer. “2010 Escrow Shares” shall be allow Maxim the number of Escrow Shares equivalent opportunity to evaluate whether the percentage by which the Company missed the 2010 Performance Threshold. For example, if the Company were to miss the 2010 Offering Performance Threshold by 25%, the 2010 Escrow Shares shall comprise 750,000 shares of Common Stock. For the avoidance of any doubt, no 2010 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2010 Performance Threshold by less than 10%was achieved.

TERMS OF THE ESCROW. 1.1. The parties to this Agreement hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Escrow Shares as contemplated by this Agreement. 1.2. Upon On the execution date hereof, the Company shall issue to the Principal, or his designee, the Escrow Shares in consideration for the various agreements of the Principal set forth in this Agreement. The Escrow Shares shall be delivered by the Company directly to the Escrow Agent. On the date hereof, the Principal or his designee, as applicable, shall deliver to the Escrow Agent an undated medallion guaranteed stock power (or such other instrument or document as may be required by the Company’s transfer agent to effectuate the transfer of the Escrow Shares as contemplated by this Agreement). 1.3. The Principal shall use his best efforts to effectuate the transfer of the Real Estate to the PRC Sub in accordance with the Real Estate Transfer Agreement within ten (10) months following the date hereof (the “Outside Date”) and will not take any action which could frustrate or delay such transfer. In addition, the Principal shall, and shall cause the Casting Company to, perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement, the Escrow Agent shall open a brokerage account with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. (Real Estate Transfer Agreement and the “Escrow Agent Custody Account”) whereupon the Principal Shareholder shall deposit or cause to be deposited at least 3,000,000 shares of Common Stock (“Escrow Shares”) into the Escrow Agent Custody Account within seven (7) days thereof. The Escrow Agent Custody Account shall be in the sole name consummation of the Escrow Agent transactions contemplated hereby and only the Escrow Agent shall have sole authority to transact the shares placed therein. In the event that the Principal Shareholder deposits shares in excess of 3,000,000 shares of Common Stock into the Escrow Agent Custody Account, the parties agree and hereby irrevocably authorize the Escrow Agent to transfer such excess shares back to the Principal Shareholder’s brokerage account upon instructions from the Principal Shareholder without requiring further authorization or approval from the Company and the Buyers. For the avoidance of any doubt, the Escrow Agent shall not be responsible for procuring the deposit of Escrow Shares. All parties agree to indemnify and hold harmless JPMorgan Chase Bank, N.A. and its Affiliates, employees, and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to their duties or performance as instructed by the Escrow Agent, other than those which have resulted from the gross negligence, fraud or willful misconduct of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. 1.3. The Company will provide the Buyers with (i) the Company’s audited financial statements for 2009, prepared in accordance with US GAAP, on or before March 31, 2010 and (ii) the Company’s audited financial statements for 2010, prepared in accordance with US GAAP, on or before March 31, 2011, so as to allow the Buyers the opportunity to evaluate whether the 2009 Performance Threshold and the 2010 Performance Threshold were attained. In the event that any Buyer receives the financial information prior to its dissemination by the Company in either a press release or in the Company’s SEC Documents, the Company shall issue a press release announcing the information or file a Form 8-K within one trading day of a request by the Buyer to make such information publicthereby. 1.4. The parties hereby agree that Escrow Shares will be released from the escrow as follows: (a) If the Real Estate has not been transferred to the PRC Sub in accordance with the Real Estate Transfer Agreement on or before the Outside Date, then the Investor Representative may instruct the Escrow Agent to release the Escrow Shares shall be delivered to the Buyers as set forth below: (i) If Net Income for 2009 shall be at least ten per cent (10%) less than Company and, promptly upon receipt of such instructions, the 2009 Performance Threshold, then (x) Escrow Agent will so release the 2009 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based Company. The Escrow Agent need only rely on the number of shares of Common Stock purchased by each Buyer pursuant to instruction from the Securities Purchase Agreement, Investor Representative in this regard and (y) within five (5)business days after March 31, 2010, will disregard any contrary instructions. In such event the Company shall provide immediately deliver the certificates representing the Escrow Shares to the Company’s transfer agent along with written instructions to the transfer agent instructing the transfer agent to cancel the Escrow Agent instructing Shares whereupon such Escrow Shares shall no longer be issued and outstanding. (b) If the Real Estate has been transferred to the PRC Sub in accordance with the Real Estate Transfer Agreement on or before the Outside Date, then the Principal and the Investor Representative shall jointly instruct the Escrow Agent to issue and deliver release the 2009 Escrow Shares to each Buyer on a pro rata basis based on the number Principal or his designee and, promptly upon receipt of shares of Common Stock purchased by that Buyer pursuant such instructions, the Escrow Agent will so release the Escrow Shares to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2009 Escrow Shares” shall be number of Escrow Shares equivalent to the percentage by which the Company missed the 2009 Performance Threshold. For example, if the Company were to miss the 2009 Performance Threshold by 15%, the 2009 Escrow Shares shall comprise 450,000 shares of Common Stock. For the avoidance of any doubt, no 2009 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2009 Performance Threshold by less than 10%Principal or his designee. (iic) If Net Income for 2010 Notwithstanding any other provision of this Agreement, if at any time Escrow Agent shall be at least ten per cent receive from the Principal and the Investor Representative (10%prior to being directed to take action by a court) less than joint written instructions as to the 2010 Performance Threshold, then (x) delivery of the 2010 Escrow Shares (defined below) or any portion thereof, Escrow Agent shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2011, the Company shall provide written instructions to deliver the Escrow Agent instructing the Escrow Agent to issue and deliver the 2010 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of in accordance with such instructions to each Buyer. “2010 Escrow Shares” shall be the number of Escrow Shares equivalent to the percentage by which the Company missed the 2010 Performance Threshold. For example, if the Company were to miss the 2010 Performance Threshold by 25%, the 2010 Escrow Shares shall comprise 750,000 shares of Common Stock. For the avoidance of any doubt, no 2010 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2010 Performance Threshold by less than 10%joint written instructions.

TERMS OF THE ESCROW. 1.1. 1.1 The parties hereby agree to establish an escrow account the establishment of the Escrow Account with the Escrow Agent whereby Agent, and the Escrow Agent shall agrees to hold the Escrowed Shares in the Escrow Shares as contemplated by Account in accordance with the terms of the Purchase Agreement and this Escrow Agreement. 1.2. Upon 1.2 No later than five Business Days following the execution of this AgreementRelease Date, the Escrow Agent shall open a brokerage account with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. (release and deliver to the “Escrow Agent Custody Account”) whereupon Beneficial Sellers the Principal Shareholder shall deposit or cause to be deposited at least 3,000,000 shares of Common Stock (“Escrow Shares”) into Escrowed Shares in the Escrow Agent Custody Account within seven Account. 1.3 If Snow Lake has not received an S-K 1300 compliant mineral resource estimate, and an S-K Report, on the Engo Valley Uranium Project, on or before June 30, 2025 (7) days thereof. The being the "Expiry Date"), then the Escrowed Shares in the Escrow Agent Custody Account shall not be in the sole name of the Escrow Agent and only the Escrow Agent shall have sole authority to transact the shares placed therein. In the event that the Principal Shareholder deposits shares in excess of 3,000,000 shares of Common Stock into the Escrow Agent Custody Account, the parties agree and hereby irrevocably authorize released by the Escrow Agent to transfer the Beneficial Sellers and shall be released by the Escrow Agent to Snow Lake for cancellation, or as it otherwise directs. 1.4 The Escrow Agent shall receive a fee of $2,500 from Snow Lake for acting as Escrow Agent. Other than such excess shares back to the Principal Shareholder’s brokerage account upon instructions from the Principal Shareholder without requiring further authorization or approval from the Company and the Buyers. For the avoidance of any doubtfee, the Escrow Agent shall not be responsible entitled to any fee for procuring the deposit of Escrow Shares. All parties agree to indemnify and hold harmless JPMorgan Chase Bank, N.A. and its Affiliates, employees, and representatives from any and all claims, liabilities, costs or expenses acting in any way arising from or relating to their duties or performance as instructed by the Escrow Agent, other than those which have resulted from the gross negligence, fraud or willful misconduct of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. 1.3. The Company will provide the Buyers with (i) the Company’s audited financial statements for 2009, prepared in accordance with US GAAP, on or before March 31, 2010 and (ii) the Company’s audited financial statements for 2010, prepared in accordance with US GAAP, on or before March 31, 2011, so as to allow the Buyers the opportunity to evaluate whether the 2009 Performance Threshold and the 2010 Performance Threshold were attainedsuch capacity. In the event that the Escrow Agent is made a party to any Buyer receives litigation pertaining to this Escrow Agreement or the financial information prior to its dissemination subject matter hereof, then the Escrow Agent shall be compensated by the Company in either a press Snow Lake for such services and reimbursed by Snow Lake for all costs and expenses, including reasonable attorneys' fees and expenses, occasioned by any such delay, controversy, litigation or event. 1.5 Upon release or in return of the Company’s SEC Documents, the Company shall issue a press release announcing the information or file a Form 8-K within one trading day of a request by the Buyer to make such information public. 1.4. The parties hereby agree that the Escrow Escrowed Shares shall be delivered to the Buyers as set forth below: (i) If Net Income for 2009 shall be at least ten per cent (10%) less than the 2009 Performance Threshold, then (x) the 2009 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2010terms hereunder, the Company Escrow Agent shall provide written instructions be relieved of further obligations and released from all liability under this Escrow Agreement. 1.6 The Seller and the Beneficial Sellers acknowledges that the principal of the Escrow Agent is acting as counsel for Snow Lake in connection with the Purchase Agreement and the Seller and the Beneficial Sellers hereby waive any conflict of interest or breach of any duty relating to the Escrow Agent instructing acting in such capacity. The Seller and the Beneficial Sellers confirm that they have had the opportunity to consult with independent counsel regarding this Escrow Agent to issue and deliver the 2009 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2009 Escrow Shares” shall be number of Escrow Shares equivalent to the percentage by which the Company missed the 2009 Performance Threshold. For example, if the Company were to miss the 2009 Performance Threshold by 15%, the 2009 Escrow Shares shall comprise 450,000 shares of Common Stock. For the avoidance of any doubt, no 2009 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2009 Performance Threshold by less than 10%. (ii) If Net Income for 2010 shall be at least ten per cent (10%) less than the 2010 Performance Threshold, then (x) the 2010 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2011, the Company shall provide written instructions to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2010 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2010 Escrow Shares” shall be the number of Escrow Shares equivalent to the percentage by which the Company missed the 2010 Performance Threshold. For example, if the Company were to miss the 2010 Performance Threshold by 25%, the 2010 Escrow Shares shall comprise 750,000 shares of Common Stock. For the avoidance of any doubt, no 2010 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2010 Performance Threshold by less than 10%.

TERMS OF THE ESCROW. 1.1. 1.1 The parties Parties hereby agree to establish an escrow account (the “Escrow Account”) with the Escrow Agent whereby the Escrow Agent shall hold the Escrow Shares as contemplated by this AgreementFunds deposited into the Escrow Account. 1.21.2 Upon the Escrow Agent’s receipt of the Escrow Funds, it shall telephonically advise the Placement Agent of such receipt into the Escrow Account. 1.3 Wire transfers to the Escrow Agent shall be made as follows: 1.4 The Escrow Agent shall hold the Escrow Funds until its receipt of a single, joint Release Notice, duly executed by both the Company and the Placement Agent. Upon the execution receipt of this Agreementsuch Release Notice, the Escrow Agent shall open a brokerage account with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bankshall, N.A. (the “Escrow Agent Custody Account”) whereupon the Principal Shareholder shall deposit or cause to be deposited at least 3,000,000 shares of Common Stock (“Escrow Shares”) into within one Business Day, disburse the Escrow Agent Custody Account within seven Funds strictly in accordance with the wire instructions set forth in the flow of funds memorandum attached to such Release Notice. The Escrow Agent’s sole and exclusive duties under this Agreement are to (7i) days thereofhold the Escrow Funds and (ii) disburse the Escrow Funds only upon receipt of and in strict accordance with a validly executed Release Notice. The Escrow Agent Custody Account shall be in have no discretionary authority, no duty to verify the sole name satisfaction of any closing conditions or the Escrow Agent authenticity of any documents, and only the shall make no independent determinations of fact or law. The Escrow Agent shall be fully protected in acting upon any Release Notice it reasonably believes to be genuine and to have sole authority to transact been signed by the shares placed therein. In the event that the Principal Shareholder deposits shares in excess authorized representatives of 3,000,000 shares of Common Stock into the Escrow Agent Custody Account, the parties agree and hereby irrevocably authorize the Escrow Agent to transfer such excess shares back to the Principal Shareholder’s brokerage account upon instructions from the Principal Shareholder without requiring further authorization or approval from the Company and the Buyers. For the avoidance of any doubt, the Placement Agent. 1.5 The Escrow Agent shall not be responsible for procuring the deposit of Escrow Shares. All parties agree to indemnify distribute and hold harmless JPMorgan Chase Bank, N.A. and its Affiliates, employees, and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to their duties or performance as instructed by release the Escrow Agent, other than those which have resulted from the gross negligence, fraud or willful misconduct of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. 1.3. The Company will provide the Buyers with (i) the Company’s audited financial statements for 2009, prepared in accordance with US GAAP, on or before March 31, 2010 and (ii) the Company’s audited financial statements for 2010, prepared in accordance with US GAAP, on or before March 31, 2011, so Funds as to allow the Buyers the opportunity to evaluate whether the 2009 Performance Threshold and the 2010 Performance Threshold were attained. In the event that any Buyer receives the financial information prior to its dissemination by the Company in either a press release or in the Company’s SEC Documents, the Company shall issue a press release announcing the information or file a Form 8-K within one trading day of a request by the Buyer to make such information public. 1.4. The parties hereby agree that the Escrow Shares shall be delivered to the Buyers as set forth belowfollows: (i) If Net Income for 2009 shall be at least ten per cent (10%) less than the 2009 Performance Threshold, then (x) the 2009 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2010, the Company shall provide written instructions $7,500 to the Escrow Agent instructing for services provided herein, payable upon the Escrow Agent to issue closing of the Offering and deliver the 2009 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2009 Escrow Shares” no fee shall be number payable if no closing of Escrow Shares equivalent to the percentage by which the Company missed the 2009 Performance Threshold. For example, if the Company were to miss the 2009 Performance Threshold by 15%, the 2009 Escrow Shares shall comprise 450,000 shares of Common Stock. For the avoidance of any doubt, no 2009 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2009 Performance Threshold by less than 10%.Offering occurs; (ii) If Net Income for 2010 shall be at least ten per cent Any commissions and transaction fees or expenses due to the Placement Agent or its designees pursuant to its engagement with the Company and the flow of funds; and (10%) less than the 2010 Performance Threshold, then (xiii) the 2010 remaining balance of the Escrow Shares (defined below) shall be Funds not otherwise distributed on a pro rata basis as described above to the Buyers based on Company or as directed by the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2011, the Company shall provide written instructions to Company. If the Escrow Agent instructing has not received a Release Notice, pursuant to Section 1.4, within 60 days of receipt of the Escrow Agent to issue and deliver Funds, the 2010 Escrow Shares Funds shall be returned in its entirety to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased Holder, unless extended in writing by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2010 Escrow Shares” shall be the number of Escrow Shares equivalent to the percentage by which the Company missed the 2010 Performance Threshold. For example, if the Company were to miss the 2010 Performance Threshold by 25%, the 2010 Escrow Shares shall comprise 750,000 shares of Common Stock. For the avoidance of any doubt, no 2010 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2010 Performance Threshold by less than 10%and Placement Agent.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Escrow Shares as contemplated by this Agreement. 1.2. Upon the execution of this Agreement, the Escrow Agent Agreement shall open a brokerage account with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. (the “Escrow Agent Custody Brokerage Account”) whereupon the Principal Shareholder shall deposit or cause to be deposited at least 3,000,000 5,000,000 shares of Common Stock (“Escrow Shares”) into the Escrow Agent Custody Account within seven (7) days thereofBrokerage Account. The Escrow Agent Custody Brokerage Account shall be in the sole name of the Escrow Agent and only the Escrow Agent shall have sole authority to transact the shares placed therein. In the event that the Principal Shareholder deposits shares in excess of 3,000,000 if 5,000,00 shares of Common Stock into the Escrow Agent Custody Brokerage Account, the parties agree and hereby irrevocably authorize the Escrow Agent to transfer such excess shares back to the Principal Shareholder’s brokerage account upon instructions from the Principal Shareholder without requiring further authorization or approval from the Company and the Buyers,In addition, the Principal Shareholder shall deliver to the Escrow Agent her options to purchase 2,000,000 shares of Common Stock, along with undatedstock powers executed in blank with signature medallion guaranteed within seven (7) days of the grant of the same to her pursuant to Section 4(o) of the Securities Purchase Agreement. For the avoidance of any doubt, the Escrow Agent shall not be responsible for procuring the deposit of the options and stock powers from the Principal Shareholder. The said 5,000,000 shares of Common Stock and the options to purchase 2,000,000 shares of Common Stock shall collectively be referred to as “Escrow Shares. All parties agree to indemnify and hold harmless JPMorgan Chase Bank, N.A. and its Affiliates, employees, and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to their duties or performance as instructed by the Escrow Agent, other than those which have resulted from the gross negligence, fraud or willful misconduct of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A.”. 1.3. The Company will provide the Buyers with (i) the Company’s audited financial statements for 2008, prepared in accordance with US GAAP, on or before March 31, 2009 and (ii) the Company’s audited financial statements for 2009, prepared in accordance with US GAAP, on or before March 31, 2010 and (ii) the Company’s audited financial statements for 2010, prepared in accordance with US GAAP, on or before March 31, 2011, so as to allow the Buyers the opportunity to evaluate whether the 2009 2008 Performance Threshold and the 2010 2009 Performance Threshold were attained. In the event that any Buyer receives the financial information prior to its dissemination by the Company in either a press release or in the Company’s SEC Documents, the Company shall issue a press release announcing the information or file a Form 8-K within one trading day of a request by the Buyer to make such information public. 1.4. The parties hereby agree that the Escrow Shares shall be delivered to the Buyers as set forth below: (i) If Net Income for 2008 shall be at least ten per cent (10%) less than the 2008 Performance Threshold, then (x) the 2008 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5) business days after March 31, 2009, the Company shall provide written instructions to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2008 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2008 Escrow Shares” shall be number of Escrow Shares equivalent to the percentage by which the Company missed the 2008 Performance Threshold. For example, if the Company were to miss the 2008 Performance Threshold by 15%, the 2008 Escrow Shares shall comprise 750,000 shares of Common Stock and options to purchase 300,000 shares of Common Stock. For the avoidance of any doubt, no 2008 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2008 Performance Threshold by less than 10%. (ii) If Net Income for 2009 shall be at least ten per cent (10%) less than the 2009 Performance Threshold, then (x) the 2009 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business 5) business days after March 31, 2010, the Company shall provide written instructions to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2009 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2009 Escrow Shares” shall be the number of Escrow Shares equivalent to the percentage by which the Company missed the 2009 Performance Threshold. For example, if the Company were to miss the 2009 Performance Threshold by 1525%, the 2009 Escrow Shares shall comprise 450,000 1,250,000 shares of Common Stock and options to purchase 500,000 shares of Common Stock. For the avoidance of any doubt, no 2009 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2009 Performance Threshold by less than 10%. (ii) If Net Income for 2010 shall be at least ten per cent (10%) less than the 2010 Performance Threshold, then (x) the 2010 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2011, the Company shall provide written instructions to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2010 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2010 Escrow Shares” shall be the number of Escrow Shares equivalent to the percentage by which the Company missed the 2010 Performance Threshold. For example, if the Company were to miss the 2010 Performance Threshold by 25%, the 2010 Escrow Shares shall comprise 750,000 shares of Common Stock. For the avoidance of any doubt, no 2010 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2010 Performance Threshold by less than 10%.

TERMS OF THE ESCROW. 1.1. 1.1 The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Escrow Shares have Joseph B. LaRocco, Esq. act as contemplated by this Agreement. 1.2. Upon the execution of this Agreement, the Escrow Agent shall open a brokerage account with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. (the “Escrow Agent Custody Account”) whereupon the Principal Shareholder shall deposit or cause to be deposited at least 3,000,000 shares of Common Stock (“Escrow Shares”) into ▇▇▇▇eby the Escrow Agent Custody Account within seven shall receive the Shares and Funds in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Transaction Documents. 1.2 The Company agrees that it will not be entitled to deliver a Put Notice to Investor and Investor will not be required to honor a Put Notice, until after the Effective Date and subject to the terms of the Transaction Documents. The Company represents that its transfer agent has agreed to accept a representation letter (7See copy of form of representation letter attached to the Investment Agreement as Exhibit G) days thereoffrom the Investor's broker after the Effective Date and after the sale of Shares pursuant to a Put Notice, which representation letter shall state that the Shares were sold in compliance with the prospectus delivery requirements of the Registration Statement. The Company represents that on or before the receipt by the transfer agent of the representation letter, it will instruct its counsel to issue an opinion letter to the transfer agent for the issuance of the Shares being sold and the Company will instruct its transfer agent to issue the appropriate number of Shares in the name of the Investor, or in the broker's street name if so requested by Investor, so that the Shares being purchased from the Company after a Put Notice will bear no legend and not be subject to stop transfer instructions. 1.3 Prior to each Closing Date the Investor shall wire to the Escrow Agent the dollar amount necessary to purchase the Shares on the Closing Date as required by the Transaction Documents (the "Purchase Amount"). 1.4 On each Closing Date the Escrow Agent shall forward the Shares being purchased to the Investor, per Investor's instructions, and wire the amount necessary to purchase the Shares, pursuant to the Transaction Documents, to the Company. Subject to the terms set forth in the Transaction Documents, the Investor is required to purchase the lesser of (a) the Dollar Amount set forth in the Put Notice and (b) 15% of the total Volume Weighted Average Price during the applicable Purchase Period. The Escrow Agent Custody Account shall deduct from the Funds he receives in escrow from the Investor the following amounts: (a) 5% of the Purchase Amount on each Closing Date, to be wired to the Investor per its instructions (or deducted by the Investor, at its sole option, from the Purchase Amount being wired to the Escrow Agent) (b) On each Closing Date Escrow Agent shall deduct from the Purchase Amount as an escrow fee the sum of $500 for each Put Notice respective to such Closing Date up to $25,000; $1,000 for each Put Notice respective to such Closing Date up to $50,000; $1,500 for each Put Notice respective to such Closing Date up to $75,000 and $2,000 for each Put Notice respective to such Closing Date in excess of $75,000; which amount the Escrow Agent may deduct from the proceeds received in escrow from the Investor. 1.5 Any excess Shares held by the Escrow Agent after disbursement of the appropriate number of Shares to the Investor shall be promptly returned to the Company or its transfer agent, as instructed by the Company. 1.6 This Agreement may be altered or amended only with the written consent of all of the parties hereto. Should Company attempt to change this Agreement in a manner which, in the sole name Escrow Agent's discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying Company and Investor in writing. In the case of the Escrow Agent's resignation or removal pursuant to the foregoing, his only duty, until receipt of notice from Company and Investor that a successor escrow agent has been appointed, shall be to hold and preserve the Shares and Funds that are in his possession. Upon receipt by the Escrow Agent of said notice from Company and only Investor of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Shares and Funds, the Escrow Agent shall have sole authority promptly thereafter transfer all of the Shares and Funds that he is still holding in escrow, to transact said successor escrow agent. Immediately after said transfer of the shares placed therein. In the event that the Principal Shareholder deposits shares in excess of 3,000,000 shares of Common Stock into Shares and Funds, the Escrow Agent Custody Accountshall furnish Company and Investor with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from Company or Investor after notice of resignation or removal has been given. 1.7 The Escrow Agent shall be reimbursed by Company and Investor for any reasonable expenses incurred in the event there is a conflict between the parties agree and hereby irrevocably authorize the Escrow Agent shall deem it necessary to retain one counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by him in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent's own negligence. The Escrow Agent has made no representations or warranties to the Company in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Shares and Funds received by the Investor and to deliver them under the terms hereof. Each party hereto agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of this transaction including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement or the investment being made by Investor. The Company acknowledges and represents that it is not being represented in a legal capacity by Joseph B. LaRocco, and has had ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇o consult with its own legal advisors prior to the signing of this Agreement. The Company acknowledges that the Escrow Agent is not rendering securities advice to the Company with respect to this proposed transaction. The Escrow Agent has acted as legal counsel for the Investor and may continue to act as legal counsel for the Investor, from time to time, notwithstanding its duties as the Escrow Agent hereunder. The Company consents to the Escrow Agent acting in such capacity as legal counsel for the Investor and waives any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Company understands that the Investor and Escrow Agent are relying explicitly on the foregoing provisions contained in this Section 1.7 in entering into this Agreement. 1.8 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to transfer such excess shares back be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the Principal Shareholder’s brokerage account upon instructions from advice of the Principal Shareholder without requiring further authorization Escrow Agent's attorney-at-law shall be conclusive evidence of such good faith. 1.9 The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or approval from the Company by any other person or corporation, excepting only orders or process of courts of law and the Buyers. For the avoidance is hereby expressly authorized to comply with and obey orders, judgments or decrees of any doubtcourt. In case the Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be responsible for procuring liable to any of the deposit parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 1.10 The Escrow Shares. All parties agree to indemnify and hold harmless JPMorgan Chase Bank, N.A. and its Affiliates, employees, and representatives from any and all claims, liabilities, costs or expenses Agent shall not be liable in any way arising from respect on account of the identity, authorities or relating rights of the parties executing or delivering or purporting to their duties execute or performance as instructed deliver the Agreement or any documents or papers deposited or called for hereunder. 1.11 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 1.12 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the documents or the Funds held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent's sole discretion (a) to retain in the Escrow Agent's possession without liability to anyone all or any part of said documents or the Funds until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and any other than those which have resulted from property and documents held by the gross negligence, fraud Escrow Agent hereunder to a state or willful misconduct federal court having competent subject matter jurisdiction and located in the State of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. 1.3. The Company will provide the Buyers with (i) the Company’s audited financial statements for 2009, prepared Connecticut in accordance with US GAAP, on or before March 31, 2010 and (ii) the Company’s audited financial statements for 2010, prepared in accordance with US GAAP, on or before March 31, 2011, so as to allow the Buyers the opportunity to evaluate whether the 2009 Performance Threshold and the 2010 Performance Threshold were attained. In the event that any Buyer receives the financial information prior to its dissemination by the Company in either a press release or in the Company’s SEC Documents, the Company shall issue a press release announcing the information or file a Form 8-K within one trading day of a request by the Buyer to make such information publicapplicable procedure therefor. 1.4. The parties hereby agree that the Escrow Shares shall be delivered to the Buyers as set forth below: (i) If Net Income for 2009 shall be at least ten per cent (10%) less than the 2009 Performance Threshold, then (x) the 2009 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2010, the Company shall provide written instructions to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2009 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2009 Escrow Shares” shall be number of Escrow Shares equivalent to the percentage by which the Company missed the 2009 Performance Threshold. For example, if the Company were to miss the 2009 Performance Threshold by 15%, the 2009 Escrow Shares shall comprise 450,000 shares of Common Stock. For the avoidance of any doubt, no 2009 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2009 Performance Threshold by less than 10%. (ii) If Net Income for 2010 shall be at least ten per cent (10%) less than the 2010 Performance Threshold, then (x) the 2010 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2011, the Company shall provide written instructions to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2010 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2010 Escrow Shares” shall be the number of Escrow Shares equivalent to the percentage by which the Company missed the 2010 Performance Threshold. For example, if the Company were to miss the 2010 Performance Threshold by 25%, the 2010 Escrow Shares shall comprise 750,000 shares of Common Stock. For the avoidance of any doubt, no 2010 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2010 Performance Threshold by less than 10%.

TERMS OF THE ESCROW. 1.1. Section 1.1 The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Escrow Shares as contemplated by this Agreement. 1.2. Section 1.2 Upon the execution of this Agreement, the Principal Stockholder shall deliver to the Escrow Agent shall open a brokerage account with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. stock certificates evidencing one hundred percent (100%) of the “Escrow Agent Custody Account”) whereupon the Principal Shareholder shall deposit or cause to be deposited at least 3,000,000 shares of Common Stock underlying the Preferred Shares issuable under the Purchase Agreement (such shares of Common Stock plus such additional number of shares of Common Stock as may be required to be deposited hereunder pursuant to Section 1.3(i) or 1.3(ii) hereof shall be collectively referred to in this Agreement as the “Escrow Shares”), along with updated stock powers executed in blank with signature medallion guaranteed. Section 1.3 The parties hereby agree that the 2007 Escrow Shares (as hereinafter defined) into shall be delivered based on the achievement of the 2007 Performance Threshold as set forth below: (i) If the Company’s Earnings Per Share and Cash Earnings Per Share for 2007 is less than 50% of the 2007 Performance Threshold, then all of the Escrow Shares (the “2007 Escrow Shares”) shall be distributed on a pro rata basis to the Purchasers based on the number of shares of Series A Preferred owned by such Purchasers as of the date thereof. Within five (5) business days of the Purchaser Representative’s receipt of the 2007 financial statements, the Company and the Purchaser Representative shall provide written instruction to the Escrow Agent Custody Account within seven (7) days thereof. The Escrow Agent Custody Account shall be in the sole name of instructing the Escrow Agent to issue and only deliver the 2007 Escrow Shares to the Purchasers on a pro rata basis to the Purchasers based on the number of shares of Series A Preferred owned by such Purchasers as of the date thereof. Within five (5) business days after the release of the 2007 Escrow Shares to the Purchasers, the Principal Stockholder shall deposit into the escrow account maintained by the Escrow Agent shall have sole authority to transact Agent, stock certificates evidencing one hundred percent (100%) of the shares placed therein. In the event that the Principal Shareholder deposits shares in excess of 3,000,000 shares of Common Stock into underlying the Escrow Agent Custody Account, Preferred Shares issuable under the parties agree and hereby irrevocably authorize Purchase Agreement. (ii) If the Escrow Agent Company’s Earnings Per Share for 2007 is greater than or equal to transfer such excess shares back to 50% but less than 95% of the Principal Shareholder’s brokerage account upon instructions from the Principal Shareholder without requiring further authorization or approval from the Company and the Buyers. For the avoidance of any doubt2007 Performance Threshold, the Escrow Agent shall deliver to the Purchasers, on a pro rata basis based on the number of shares of Series A Preferred owned by such Purchasers as of the date thereof, the number of 2007 Escrow Shares multiplied by the percentage by which the 2007 Performance Threshold was not achieved and multiplied by 200%. By way of example, if the Company’s Earnings Per Share for 2007 is an amount equal to 60% of the 2007 Performance Threshold, the Purchasers shall receive 200% of the product of 40% of the 2007 Escrow Shares (100% -60%) and, the remaining Escrow Shares shall continue to be responsible for procuring held in escrow hereunder. Within five (5) business days of the Purchaser Representative’s receipt of the 2007 financial statements, the Company and the Purchaser Representative shall provide written instructions to the Escrow Agent instructing the Escrow Agent to deliver the applicable number of 2007 Escrow Shares to the Purchasers and to hold the remaining Escrow Shares in escrow. Within five (5) business days after the release of the 2007 Escrow Shares to the Purchasers, the Principal Stockholder shall deposit of Escrow Shares. All parties agree to indemnify and hold harmless JPMorgan Chase Bank, N.A. and its Affiliates, employees, and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to their duties or performance as instructed into the escrow account maintained by the Escrow Agent, other stock certificates evidencing such number of shares of Common Stock so that the number of Escrow Shares shall equal the number of shares of Common Stock initially deposited pursuant to Section 1.2. (iii) If the Company’s Earnings Per Share for 2007 equals or exceeds 95% of the 2007 Performance Threshold, then the Escrow Shares shall continue to be held in escrow hereunder. Notwithstanding anything to the contrary set forth herein, only those Purchasers who own shares of Series A Preferred acquired under the Purchase Agreement and remain shareholders of the Company at the time that any 2007 Escrow Shares become deliverable hereunder shall be entitled to their pro rata portion of such 2007 Escrow Shares calculated based on their ownership interest at the time when the 2007 Escrow Shares become deliverable hereunder. Any 2007 Escrow Shares not delivered to Purchasers because the Purchasers no longer hold shares of Series A Preferred acquired under the Purchase Agreement shall remain in escrow with the Escrow Agent. Section 1.4 The parties hereby agree that the 2008 Escrow Shares (as hereinafter defined) shall be delivered based on achievement of the 2008 Performance Threshold as set forth below: (i) If the Company’s Earnings Per Share for 2008 is less than 50% of the 2008 Performance Threshold, then all of the Escrow Shares (the “2008 Escrow Shares”), shall be distributed on a pro rata basis to the Purchasers based on the number of shares of Series A Preferred owned by such Purchasers as of the date thereof. Within five (5) business days of the Purchaser Representative’s receipt of the 2008 financial statements, the Company and the Purchaser Representative shall provide written instruction to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2008 Escrow Shares to the Purchasers on a pro rata basis based on the number of shares of Series A Preferred owned by such Purchasers as of the date thereof. (ii) If the Company’s Earnings Per Share for 2008 is greater than or equal to 50% but less than 95% of the 2008 Performance Threshold, (a) the Escrow Agent shall deliver to the Purchasers, on a pro rata basis based on the number of shares of Series A Preferred owned by such Purchasers as of the date thereof, the number of 2008 Escrow Shares equal to the number of 2008 Escrow Shares multiplied by the percentage by which the 2008 Performance Threshold was not achieved and multiplied by 200% and (b) the remaining 2008 Escrow Shares shall be returned to the Principal Stockholder. By way of example, if the Company’s Earnings Per Share for 2008 is an amount equal to 60% of the 2008 Performance Threshold, the Purchasers shall receive 200% of 40% of the 2008 Escrow Shares (100% - 60%) and the remaining 2008 Escrow Shares shall be returned to the Principal Stockholder. Within five (5) business days of the Purchaser Representative’s receipt of the 2008 financial statements, the Company and the Purchaser Representative shall provide written instructions to the Escrow Agent instructing the Escrow Agent to deliver the applicable number of 2008 Escrow Shares to the Purchasers and to the Principal Stockholder. (iii) In the event the Company equals or exceeds 95% of the 2008 Performance Threshold, all of the 2008 Escrow Shares shall be returned to the Principal Stockholder- at the address set forth in Section 5.3 hereof. Notwithstanding anything to the contrary set forth herein, only those which have resulted from Purchasers who own shares of Series A Preferred acquired under the gross negligencePurchase Agreement and remain shareholders of the Company at the time that the 2008 Escrow Shares become deliverable hereunder shall be entitled to their pro rata portion of such 2008 Escrow Shares calculated based on their ownership interest at the time when such 2008 Escrow Shares become deliverable hereunder. Any 2008 Escrow Shares not delivered to Purchasers because the Purchasers no longer hold shares of Series A Preferred acquired under the Purchase Agreement will be delivered to the Company. Section 1.5 If the Company fails to timely comply with its obligations set forth in Section 3.25 of the Purchase Agreement (the “Listing Obligation”), fraud then 1,000,000 shares of Common Stock owned by the Principal Stockholder (the “Penalty Shares”) shall be distributed to the Purchasers on a pro rata basis as set forth in Section 3.25 of the Purchase Agreement. Section 1.6 If the Company does not achieve the 2007 Performance Threshold for 2007 or willful misconduct the 2008 Performance Threshold and/or if the Company does not comply with the Listing Obligation, the Company shall use best efforts to promptly cause the 2007 Escrow Shares, the 2008 Escrow Shares or the Penalty Shares, as applicable, to be delivered to the Purchasers, including causing its transfer agent promptly to issue the certificates in the names of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bankthe Purchasers and causing its securities counsel to provide any written instruction required by the Escrow Agent in a timely manner so that the issuances and delivery contemplated above can be achieved within five business days following delivery of the 2007 financial statements or 2008 financial statements in the case of the 2007 Escrow Shares or the 2008 Escrow Shares, N.A.as applicable, to the Purchaser Representative, or, within five business days of December 31, 2008, in the case of the Penalty Shares. 1.3. Section 1.7 The Company will provide the Buyers Purchaser Representative with (i) the Company’s audited financial statements for 20092007, prepared in accordance with US GAAP, on or before March 31, 2010 2008 and (ii) the Company’s audited financial statements for 20102008, prepared in accordance with US GAAP, on or before March 31, 20112009, so as to allow the Buyers Purchaser Representative the opportunity to evaluate whether the 2009 2007 Performance Threshold and the 2010 2008 Performance Threshold were attained. In . Section 1.8 Upon the event that any Buyer receives the financial information prior to its dissemination by written request of the Company in either a press release or in the Company’s SEC Documentsand Purchaser Representative, the Company Escrow Agent shall issue a press release announcing deliver the information or file a Form 8-K within one trading day of a request by the Buyer to make such information public. 1.4. The parties hereby agree that the 2007 Escrow Shares shall be delivered and the 2008 Escrow Shares, as applicable, to each Purchaser and/or the Buyers as set forth below: (i) If Net Income for 2009 shall be at least ten per cent (10%) less than the 2009 Performance Threshold, then (x) the 2009 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer Principal Stockholder pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2010, written instructions of the Company shall provide written instructions to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2009 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2009 Escrow Shares” shall be number of Escrow Shares equivalent to the percentage by which the Company missed the 2009 Performance Threshold. For example, if the Company were to miss the 2009 Performance Threshold by 15%, the 2009 Escrow Shares shall comprise 450,000 shares of Common Stock. For the avoidance of any doubt, no 2009 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2009 Performance Threshold by less than 10%Purchaser Representative. (ii) If Net Income for 2010 shall be at least ten per cent (10%) less than the 2010 Performance Threshold, then (x) the 2010 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2011, the Company shall provide written instructions to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2010 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2010 Escrow Shares” shall be the number of Escrow Shares equivalent to the percentage by which the Company missed the 2010 Performance Threshold. For example, if the Company were to miss the 2010 Performance Threshold by 25%, the 2010 Escrow Shares shall comprise 750,000 shares of Common Stock. For the avoidance of any doubt, no 2010 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2010 Performance Threshold by less than 10%.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Escrow Shares as contemplated by this Agreement. 1.2. Upon the execution of this Agreement, the Principal Stockholder shall deliver to the Escrow Agent shall open a brokerage account with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. stock certificates evidencing one hundred percent (100%) of the “Escrow Agent Custody Account”) whereupon the Principal Shareholder shall deposit or cause to be deposited at least 3,000,000 shares of Common Stock underlying the Preferred Shares issuable under the Purchase Agreement (such shares of Common Stock plus such additional number of shares of Common Stock as may be required to be deposited hereunder pursuant to Section 1.3(i) or 1.3(ii) hereof shall be collectively referred to in this Agreement as the “Escrow Shares”), along with updated stock powers executed in blank with signature medallion guaranteed. 1.3. The parties hereby agree that the 2007 Escrow Shares (as hereinafter defined) into shall be delivered based on the achievement of the 2007 Performance Threshold as set forth below: (i) If the Company’s Earnings Per Share and Cash Earnings Per Share for 2007 is less than 50% of the 2007 Performance Threshold, then all of the Escrow Shares (the “2007 Escrow Shares”) shall be distributed on a pro rata basis to the Purchasers based on the number of shares of Series A Preferred owned by such Purchasers as of the date thereof. Within five (5) business days of the Purchaser Representative’s receipt of the 2007 financial statements, the Company and the Purchaser Representative shall provide written instruction to the Escrow Agent Custody Account within seven (7) days thereof. The Escrow Agent Custody Account shall be in the sole name of instructing the Escrow Agent to issue and only deliver the 2007 Escrow Shares to the Purchasers on a pro rata basis to the Purchasers based on the number of shares of Series A Preferred owned by such Purchasers as of the date thereof. Within five (5) business days after the release of the 2007 Escrow Shares to the Purchasers, the Principal Stockholder shall deposit into the escrow account maintained by the Escrow Agent shall have sole authority to transact Agent, stock certificates evidencing one hundred percent (100%) of the shares placed therein. In the event that the Principal Shareholder deposits shares in excess of 3,000,000 shares of Common Stock into underlying the Escrow Agent Custody Account, Preferred Shares issuable under the parties agree and hereby irrevocably authorize Purchase Agreement. (ii) If the Escrow Agent Company’s Earnings Per Share for 2007 is greater than or equal to transfer such excess shares back to 50% but less than 95% of the Principal Shareholder’s brokerage account upon instructions from the Principal Shareholder without requiring further authorization or approval from the Company and the Buyers. For the avoidance of any doubt2007 Performance Threshold, the Escrow Agent shall deliver to the Purchasers, on a pro rata basis based on the number of shares of Series A Preferred owned by such Purchasers as of the date thereof, the number of 2007 Escrow Shares multiplied by the percentage by which the 2007 Performance Threshold was not achieved and multiplied by 200%. By way of example, if the Company’s Earnings Per Share for 2007 is an amount equal to 60% of the 2007 Performance Threshold, the Purchasers shall receive 200% of the product of 40% of the 2007 Escrow Shares (100% -60%) and, the remaining Escrow Shares shall continue to be responsible for procuring held in escrow hereunder. Within five (5) business days of the Purchaser Representative’s receipt of the 2007 financial statements, the Company and the Purchaser Representative shall provide written instructions to the Escrow Agent instructing the Escrow Agent to deliver the applicable number of 2007 Escrow Shares to the Purchasers and to hold the remaining Escrow Shares in escrow. Within five (5) business days after the release of the 2007 Escrow Shares to the Purchasers, the Principal Stockholder shall deposit of Escrow Shares. All parties agree to indemnify and hold harmless JPMorgan Chase Bank, N.A. and its Affiliates, employees, and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to their duties or performance as instructed into the escrow account maintained by the Escrow Agent, other stock certificates evidencing such number of shares of Common Stock so that the number of Escrow Shares shall equal the number of shares of Common Stock initially deposited pursuant to Section 1.2. (iii) If the Company’s Earnings Per Share for 2007 equals or exceeds 95% of the 2007 Performance Threshold, then the Escrow Shares shall continue to be held in escrow hereunder. Notwithstanding anything to the contrary set forth herein, only those Purchasers who own shares of Series A Preferred acquired under the Purchase Agreement and remain shareholders of the Company at the time that any 2007 Escrow Shares become deliverable hereunder shall be entitled to their pro rata portion of such 2007 Escrow Shares calculated based on their ownership interest at the time when the 2007 Escrow Shares become deliverable hereunder. Any 2007 Escrow Shares not delivered to Purchasers because the Purchasers no longer hold shares of Series A Preferred acquired under the Purchase Agreement shall remain in escrow with the Escrow Agent. 1.4. The parties hereby agree that the 2008 Escrow Shares (as hereinafter defined) shall be delivered based on achievement of the 2008 Performance Threshold as set forth below: (i) If the Company’s Earnings Per Share for 2008 is less than 50% of the 2008 Performance Threshold, then all of the Escrow Shares (the “2008 Escrow Shares”), shall be distributed on a pro rata basis to the Purchasers based on the number of shares of Series A Preferred owned by such Purchasers as of the date thereof. Within five (5) business days of the Purchaser Representative’s receipt of the 2008 financial statements, the Company and the Purchaser Representative shall provide written instruction to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2008 Escrow Shares to the Purchasers on a pro rata basis based on the number of shares of Series A Preferred owned by such Purchasers as of the date thereof. (ii) If the Company’s Earnings Per Share for 2008 is greater than or equal to 50% but less than 95% of the 2008 Performance Threshold, (a) the Escrow Agent shall deliver to the Purchasers, on a pro rata basis based on the number of shares of Series A Preferred owned by such Purchasers as of the date thereof, the number of 2008 Escrow Shares equal to the number of 2008 Escrow Shares multiplied by the percentage by which the 2008 Performance Threshold was not achieved and multiplied by 200% and (b) the remaining 2008 Escrow Shares shall be returned to the Principal Stockholder. By way of example, if the Company’s Earnings Per Share for 2008 is an amount equal to 60% of the 2008 Performance Threshold, the Purchasers shall receive 200% of 40% of the 2008 Escrow Shares (100% - 60%) and the remaining 2008 Escrow Shares shall be returned to the Principal Stockholder. Within five (5) business days of the Purchaser Representative’s receipt of the 2008 financial statements, the Company and the Purchaser Representative shall provide written instructions to the Escrow Agent instructing the Escrow Agent to deliver the applicable number of 2008 Escrow Shares to the Purchasers and to the Principal Stockholder. (iii) In the event the Company equals or exceeds 95% of the 2008 Performance Threshold, all of the 2008 Escrow Shares shall be returned to the Principal Stockholder- at the address set forth in Section 5.3 hereof. Notwithstanding anything to the contrary set forth herein, only those which have resulted from Purchasers who own shares of Series A Preferred acquired under the gross negligencePurchase Agreement and remain shareholders of the Company at the time that the 2008 Escrow Shares become deliverable hereunder shall be entitled to their pro rata portion of such 2008 Escrow Shares calculated based on their ownership interest at the time when such 2008 Escrow Shares become deliverable hereunder. Any 2008 Escrow Shares not delivered to Purchasers because the Purchasers no longer hold shares of Series A Preferred acquired under the Purchase Agreement will be delivered to the Company. 1.5. If the Company fails to timely comply with its obligations set forth in Section 3.25 of the Purchase Agreement (the “Listing Obligation”), fraud then 1,000,000 shares of Common Stock owned by the Principal Stockholder (the “Penalty Shares”) shall be distributed to the Purchasers on a pro rata basis as set forth in Section 3.25 of the Purchase Agreement. 1.6. If the Company does not achieve the 2007 Performance Threshold for 2007 or willful misconduct the 2008 Performance Threshold and/or if the Company does not comply with the Listing Obligation, the Company shall use best efforts to promptly cause the 2007 Escrow Shares, the 2008 Escrow Shares or the Penalty Shares, as applicable, to be delivered to the Purchasers, including causing its transfer agent promptly to issue the certificates in the names of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bankthe Purchasers and causing its securities counsel to provide any written instruction required by the Escrow Agent in a timely manner so that the issuances and delivery contemplated above can be achieved within five business days following delivery of the 2007 financial statements or 2008 financial statements in the case of the 2007 Escrow Shares or the 2008 Escrow Shares, N.A.as applicable, to the Purchaser Representative, or, within five business days of December 31, 2008, in the case of the Penalty Shares. 1.31.7. The Company will provide the Buyers Purchaser Representative with (i) the Company’s audited financial statements for 20092007, prepared in accordance with US GAAP, on or before March 31, 2010 2008 and (ii) the Company’s audited financial statements for 20102008, prepared in accordance with US GAAP, on or before March 31, 20112009, so as to allow the Buyers Purchaser Representative the opportunity to evaluate whether the 2009 2007 Performance Threshold and the 2010 2008 Performance Threshold were attained. 1.8. In Upon the event that any Buyer receives the financial information prior to its dissemination by written request of the Company in either a press release or in the Company’s SEC Documentsand Purchaser Representative, the Company Escrow Agent shall issue a press release announcing deliver the information or file a Form 8-K within one trading day of a request by the Buyer to make such information public. 1.4. The parties hereby agree that the 2007 Escrow Shares shall be delivered and the 2008 Escrow Shares, as applicable, to each Purchaser and/or the Buyers as set forth below: (i) If Net Income for 2009 shall be at least ten per cent (10%) less than the 2009 Performance Threshold, then (x) the 2009 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer Principal Stockholder pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2010, written instructions of the Company shall provide written instructions to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2009 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2009 Escrow Shares” shall be number of Escrow Shares equivalent to the percentage by which the Company missed the 2009 Performance Threshold. For example, if the Company were to miss the 2009 Performance Threshold by 15%, the 2009 Escrow Shares shall comprise 450,000 shares of Common Stock. For the avoidance of any doubt, no 2009 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2009 Performance Threshold by less than 10%Purchaser Representative. (ii) If Net Income for 2010 shall be at least ten per cent (10%) less than the 2010 Performance Threshold, then (x) the 2010 Escrow Shares (defined below) shall be distributed on a pro rata basis to the Buyers based on the number of shares of Common Stock purchased by each Buyer pursuant to the Securities Purchase Agreement, and (y) within five (5)business days after March 31, 2011, the Company shall provide written instructions to the Escrow Agent instructing the Escrow Agent to issue and deliver the 2010 Escrow Shares to each Buyer on a pro rata basis based on the number of shares of Common Stock purchased by that Buyer pursuant to the Securities Purchase Agreement, and shall provide a copy of such instructions to each Buyer. “2010 Escrow Shares” shall be the number of Escrow Shares equivalent to the percentage by which the Company missed the 2010 Performance Threshold. For example, if the Company were to miss the 2010 Performance Threshold by 25%, the 2010 Escrow Shares shall comprise 750,000 shares of Common Stock. For the avoidance of any doubt, no 2010 Escrow Shares shall be transferred to any Buyer in the event the Company misses the 2010 Performance Threshold by less than 10%.