TO: [NAME] ("Escrow Agent")

FROM: [CORPORATION'S NAME], a [STATE] corporation ("Corporation") and [SHAREHOLDER'S NAME] ("Shareholder")

1. This date the Shareholder has delivered into your possession Certificate No. [NUMBER] ("Certificate") representing [NUMBER] of shares of common stock in the Corporation.

2. You are instructed to hold the Certificate in accordance herewith.

3. You are instructed to record the amount and date of receipt of checks from the Corporation, made payable to the Shareholder, and to deliver said checks to the Shareholder as soon as practicable, by mailing said checks to the Shareholder by first class United States mail to [ADDRESS] or to such other addresses as the Shareholder shall from time to time notify you.

4. In the event that during the period in which you are holding the Certificate, and before [DATE], you have received checks from the Corporation made payable to the Shareholder totalling at least $[AMOUNT], you are instructed to deliver as soon as practical the Certificate to the Corporation at [ADDRESS], or at such addresses as the Corporation shall from time to time instruct you ("Corporation's Address").

5. At any time that your receive notice from the Shareholder that the Corporation is in default and that the Shareholder demands delivery of the Certificate to the Shareholder, you are instructed to deliver a copy of said notice to the Corporation at the Corporation's Address within five (5) business days, either by personal delivery or by mailing said notice to the Corporation by first class United States mail that you intend to return the Certificate to the Shareholder within thirty days of the date of said notice. In the event that during the period in which you are holding the Certificate, and before [DATE], you have not received checks from the Corporation made payable to the Shareholder totaling at least $[AMOUNT], you are instructed to deliver a notice to the Corporation at the Corporation's Address within five (5) business days of such [DATE], either by personal delivery or by mailing said notice to the Corporation by first class United States mail that you intend to return the Certificate to the Shareholder within thirty days of the date of said notice. Unless otherwise instructed by the Shareholder or by order of a court of competent jurisdiction within such time, you are instructed to deliver as soon as practical after such thirty day period the Certificate to the Shareholder at [ADDRESS], or at such addresses as the Shareholder shall from time to time instruct you.

6. At any time you may deliver the Certificate to the Presiding Judge for the [COURT] Court of the State of [STATE] for [COUNTY] County for determination by such Court as to the ownership of said Certificate.

7. While you are in possession of the Certificate, you are instructed to abstain from voting the Certificate in any matter submitted by shareholder approval and to return to the Corporation any distributions or dividends declared for such shares.

8. All of your fees associated with your services in connection with this escrow shall be paid by the Shareholder.

9. These instructions shall be interpreted in accordance with the laws of the state of [STATE].

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