Fund Impound Agreement {11-7B}

Page 1 of 4 (Rev. 11/16/1998) STATE OF UTAH DEPARTMENT OF COMMERCE DIVISION OF SECURITIES FORM 11-7b Fund Impound Agreement Name of Issuer: Fund Impound Account Number: Date: Expiration Date: Sales Agent/Underwriter: HEREBY AGREES TO DELIVER, WITHIN THREE BUSINESS DAYS AFTER RECEIPT, and with names and addresses of subscribers at time deposit is made, funds to be applied to a fund impound account in the amount of: $ To: Bank Name Address City & State Zip Code as fund impound agent, the papers, money, or property hereinafter describe d, to be held and disposed of by said fund impound agent in accordance with the duties, instructions, and upon the terms a nd conditions hereinafter set forth to which the undersigned hereby agree: 1. Above named bank (hereinafter called the "bank") is not a party to, or boun d by any agreement which may be evidenced by or arises out of the following instr uctions. 2. The bank and its officers, agents, and employees, act hereunder as a deposi tory only, and are not responsible or liable in any manner whatever for serving as fun d impound agent in this matter or for the sufficiency, correctness, genuineness or vali dity of any instrument deposited with it hereunder, or with respect to the form or execution o f the same, or the identity, authority, or rights of any person executing or depositing the same. 3. The bank shall not be required to take or be bound by notice of any default by any person, or to take any action with respect to such default involving any expens e or liability, unless notice in writing is given an officer of the bank of such defaul t by the undersigned or any of them, and unless it is indemnified in a manner satisfactory t o it against any such expense or liability. 4. The bank shall be protected in acting upon any notice, request, waiver, consent, Receipt or other paper or document believed by the bank to be genuine and to be American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 2Form 11-7b Rev. 11/16/1998)Page 2 of 4 signed by the proper party or parties. 5. The bank shall not be liable for any error of judgement or for any act d one or step taken or omitted by it in good faith, or for any mistake of fact or law, or f or anything which it may do or refrain from doing in connection herewith, except its own willful misconduct. 6. The bank shall not be answerable for the default or misconduct of any agent , attorney, or employee acting on behalf of the issuer. 7. In the event of any disagreement between the undersigned or any of them, a nd/or the person or persons named in the foregoing instructions, and/or any other perso n, resulting in adverse claims and demands being made in connection with or for any papers, money or property involved herein or affected hereby, the bank shall be entitled at its option to refuse to comply with any such claim or demand, so lon g as such disagreement shall continue, and in so refusing the bank may make no delivery or other disposition of any money, papers or property involved herein or a ffected hereby and in so doing the bank shall not be or become liable to the undersigned o r any of them or to any person named in the foregoing instructions for its failure or refusal to comply with such conflicting or adverse demands; and the bank shall be entitled to continue so to refrain and refuse so to act until: a. The rights of the adverse claimants have been finally adjudicated in a cour t assuming and having jurisdiction of the parties and the money, papers and property involved herein or affected hereby; and/or b. All differences shall have been adjusted by agreement and the bank shall ha ve been notified thereof in writing signed by all of the interested parties . 8. The papers, documents, money or property subject to this fund impound (if other than already named) are as follows: Including such items as may be described on at tached schedules. 9. The other duties of the bank under the terms of this agreement are as fo llows: 10. The bank will be named as depository only and has not passed in any way upon the merits or qualifications of the security and makes no recommendation with rega rd to its purchase. The bank does not authorize the use of its name by any person for the promotion or sale of the security. 11. The issuer agrees that if any amendments are made to the fund impound agree ments, the issuer will, after receiving approval of the Utah Division of Securitie s, notify the American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 3Form 11-7b Rev. 11/16/1998)Page 3 of 4 bank as to the amendment and file such documents as the bank requires. 12. Special requirements: 13. Fees for the usual services of the bank under terms of this agreement are se t forth below. All such fees shall be computed on a fiscal or calendar year period adjusted for any fractional part thereof except that a fee for any period shall not be less than the minimum fee indicated. a. In the event the fees charged and due the bank remain unpaid for a period of one year, the bank shall have the right, and is hereby authorized in its ro le and absolute discretion, to discontinue the fund impound, terminate all duties hereunder, close all accounting or other records, and to destroy all documents, records and files or to retain such items in a dormant account status subject to the escheat laws of the State of Utah. b. All fees charged shall be paid as follows: c. The initial fund impound fee shall be d. The minimum fund impound fee shall be e. For the fee for any check issued in refunding to subscribers see (14c) . f. In addition to the fund impound fee paid or agreed upon at the inception o f this fund impound, the parties agree to pay a reasonable compensation fo r any extra services rendered or incurred by the bank including a reasonable attorneys fee if disputes arise or litigation is threatened or commences which require the bank to refer such dispute to its attorneys. 14. If a minimum of $ is not deposited with the bank by the parties to the fund impound agreement agree as follows: a. Bank shall notify the Utah Division of Securities that the fund impound peri od is up and that funds are not impounded as per agreement. b. Issuer shall request termination of the fund impound from the Division and upon written order from the Utah Division of Securities the bank shall refun d to subscribers the full amount of investment. American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<*