Krueger Frederick R Sample Contracts

Krueger Frederick R – ESCROW AGREEMENT (January 17th, 2001)

EXHIBIT 4 ESCROW AGREEMENT This Agreement is made and entered into on this 14th day of December, 2000, by and among (i) Uproar Inc., a Delaware corporation ("Acquiror"), (ii) Trafficmarketplace.com, Inc., a Delaware corporation ("Target"), (iii) Frederick Krueger as the representative (the "Target Stockholders' Agent") of the stockholders of Target (the "Target Stockholders"), and (iv) The Chase Manhattan Bank, as escrow agent ("Escrow Agent"). WITNESSETH: WHEREAS, Acquiror, Merger Sub, Target, the Target Stockholders' Agent and the Target Stockholders are parties to that certain Agreement and Plan of Reorganization dated as of December 6, 2000 (collectively, with all schedules, letters, exhibits and certificates referred to therein, the "Merger Agreement") and attached hereto as Exhibit A, which provides for the merger of Merger Sub with and into Target, with Target surviving as a wholly-owned subsidiary of Acquiror (the "