ESCROW AGREEMENT

A.  

Company and Buyer are parties to that certain Asset Purchase Agreement of even date herewith, a copy of which is attached hereto as Exhibit A (the “Asset Purchase Agreement”);

B.  

Pursuant to the Asset Purchase Agreement, the Company and Buyer agree to deposit into escrow, upon the closing of the Asset Purchase Agreement, (a) 150,000 restricted shares of the Buyer’s common stock in the name of the Company (the “Escrow Shares”), and (b) stock powers relating to the Escrow Shares, in form and substance satisfactory to the Escrow Agent and duly executed in blank by the Company (the “Stock Powers”);

C.  

Concurrently with the deposit of the Escrow Shares and Stock Powers, the Company and Buyer each agree to provide to the Escrow Agent certified resolutions authorizing the Escrow Agent to act as escrow agent in accordance with the terms and conditions of this Agreement (the “Resolutions”);

D.  

Company and Buyer each acknowledge and agree that the Escrow Agent will receive, hold and deliver the Escrow Shares and Stock Powers, and the Escrow Agent consents to receive, hold and deliver the Escrow Shares and Stock Powers, in accordance with this Agreement;

E.  

Except as otherwise provided in this Agreement, capitalized terms used herein have the meanings assigned to them in the Asset Purchase Agreement and this is the Escrow Agreement referred to in the Asset Purchase Agreement;

1.  

Appointment of Escrow Agent.  Company and Buyer hereby appoint the Escrow Agent as their joint agent for the purpose of receiving, holding and delivering the Escrow Shares pursuant to the terms of this Agreement.

2.  

Delivery of Escrow Shares.  Upon closing of the Asset Purchase Agreement, the Company shall deliver the Stock Powers to the Escrow Agent.  Buyer shall deliver a certificate or certificates evidencing the Escrow Shares to the Escrow Agent as soon as is practicable following closing of the Asset Purchase Agreement.

3.  

Escrow Shares.

3.1  

The Escrow Agent shall hold the Escrow Shares until receipt of instructions from Buyer pursuant to Section 2.3.1(e) of the Asset Purchase Agreement.

3.2  

The Escrow Agent is not the transfer agent of the Escrow Shares.  If the Asset Purchase Agreement requires the release and delivery of the Escrow Shares, delivery shall be made by Escrow Agent instructing Buyer’s stock transfer agent to deliver certificates to the party to whom delivery of the Escrow Shares is to be made. Buyer agrees to use commercially reasonable efforts to cause its stock transfer agent to cause the delivery of certificates in the manner required by the Asset Purchase Agreement and instructed by Escrow Agent.

4.  

Term.  The term of this Agreement shall begin upon execution by all parties hereto and shall end upon the release from escrow of the Escrow Shares as provided by the Asset Purchase Agreement, whereupon all duties of the Escrow Agent hereunder shall terminate.

5.  

Expenses.  All expenses incurred by Escrow Agent in the course of administering the escrow provided for by this Agreement, other than expenses relating to any controversy concerning this Agreement, shall be paid solely by Buyer.

6.  

Duties of Escrow Agent.  Escrow Agent agrees to act as escrow agent and receive, hold and deliver the Escrow Shares pursuant to the terms of this Agreement; provided, however, that the Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and no implied duties or obligations shall be imposed upon Escrow Agent in connection with this Agreement.  Escrow Agent shall not be responsible or liable for the sufficiency, correctness, authenticity or validity of any instrument deposited with Escrow Agent hereunder, or the identity, authority or right of any person executing or depositing the same.  Escrow Agent shall have no duties to any person or entity other than the parties to this Agreement.

7.  

Rights and Liabilities of the Parties.  Escrow Agent shall have the right to act upon any written or electronic notice, instruction, request, waiver, consent, document or communication believed by the Escrow Agent to be genuine and to be signed by the proper party or parties. Escrow Agent shall not be liable for, and Company and Buyer agree to indemnify, defend and hold Escrow Agent harmless from and against, all liability for any error of judgment or for any act done or step taken or omitted by Escrow Agent in good faith, or for any mistake of fact or law, of for anything which it may do or refrain from doing in connection herewith, except through its own gross negligence or willful misconduct.

8.  

Force Majeure.  The Escrow Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control.  Such acts shall include, but not be limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, subsequent governmental regulations, fire, communication-line failures, computer viruses, power failures, network failures, or similar events.

9.  

Resignation.  Escrow Agent may resign at any time for any reason upon thirty days’ written notice to Company and Buyer.  If the Company and Buyer do not deliver to Escrow Agent a joint notice of appointment of a lawful successor escrow agent within such thirty-day period, Escrow Agent may petition any court of competent jurisdiction to appoint a lawful successor escrow agent, and Company and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless against any and all reasonable legal and other fees and costs incurred in connection with such petition.  Upon the appointment of a successor escrow agent, Escrow Agent shall be fully relieved of all liability under this Agreement to all parties upon the transfer of and accounting for the escrow deposits to such successor escrow agent.

10.  

Voting Rights.

10.1  

For so long as the Escrow Agent