Escrow Agreement {4-5EIA}

Page 1 of 2 (Rev. 11/16/1998) STATE OF UTAH DEPARTMENT OF COMMERCE DIVISION OF SECURITIES FORM 4-5EIA Escrow Agreement , Principal, of County, State of , and , Escrow Agent, of County, State of , hereby agree as follows: WHEREAS, Escrow Agent is a federal or state bank or savings institution; WHEREAS, Principal seeks registration/licensing as an (Issuer/Investment Adviser) with the State of Utah, Department of Commerce, Division of Securities, ("D ivision"), under the provisions of the Utah Uniform Securities Act, ("Act"), and Rules of the Divisio n, ("Rules"), promulgated thereunder; WHEREAS, Principal and Escrow Agent desire to enter into an escrow agreement and do bind themselves, and each of their heirs, assigns, executors and administrators, jointly and severally, firmly by these presents; NOW THEREFORE, as a condition of registration/licensing with the Division, Principal i s depositing in escrow the sum of $ lawful money of the United States ofAmerica to assure the Principals compliance with the Act and the Rules during the effective period of Principals registration statement/license with the Division; PROVIDED, ALWAYS, that Principal and Escrow Agent agree that the term of the escrow shall commence with the effective date of Principals registration statement/license w ith the Division and terminate no earlier than years after expiration of effectiveness of Principals registration American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 2Form 4-5EIA (Rev. 11/16/1998)Page 2 of 2 statement/license with the Division; PROVIDED, FURTHER, that during the term of the escrow, Principal and Escrow Agent agree that the funds in escrow shall not, in any way, be pledged, hypothecated, tr ansferred, assigned or in any other manner disposed of, other than in accordance with the terms of the escrow agreement; PROVIDED, FURTHER, that the Principal agrees to pay any and all expenses incurred as a result of the escrow and to indemnify the Escrow Agent against all claims arising out of the escrow other than those caused by the Escrow Agents own negligence; and PROVIDED, FURTHER, that the funds in escrow must be released only by an order of the Division, in accordance with the following: (1) If claims have been made against the Principal in a court of competent jurisdiction and the court has finally adjudicated the dispute, or the claimant and the Principal have agreed in writing to resolve the dispute, the amount of funds at issue may be ordered released by th e Division in accordance with the order or agreement, up to the amount placed in escro w; or (2) Effectiveness of Principals registration statement/license with the Di vision expired more than four (4) years prior to the release of funds from escrow. IN WITNESS WHEREOF, Principal and Escrow Agent set their hands and affix their respective seals this day of , . Principal Address By Its Escrow Agent Address By Its American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 3Form 4-5EIA (Rev. 11/16/1998)Page 3 of 2 Accepted by: UTAH DEPARTMENT OF COMMERCE DIVISION OF SECURITIES American LegalNet, Inc. www.USCourtForms.com