ESCROW - AGREEMENT

AGREEMENT MADE THIS                                                           OF

                                                                  TO ESTABLISH AN ESCROW IN ACCOUNT PURSUANT TO

THE TERMS AND CONDITIONS OF THE
PURCHASE CONTRACT DATED                                                         AS PER THE PURCHASE

CONTRACT OF SUM

THE ESCROW FUND  PAID BY THE BUYER AS A DEPOSIT ON ACCOUNT OF
THE PURCHASE PRICE. SHALL BE HELD IN ESCROW IN AN INTEREST BEARING
ACCOUNT MAINTAINED BY:

WITH AN OFFICE AT:

THE ESCROW AGENT TO BE RELEASED UPON CLOSING OR SOONER TERMINATION OF THIS AGREEMENT IN THE EVENT OF A DEFAULT BY THE BUYER THE ESCROW FUND SHALL BE PAID OVER THE SELLER AS LIQUIDATED DEMAGES.

IN THE EVENT THAT THIS SALE IS NOT CLOSED FOR ANY OTHERS REASON, THE ESCROW FUND SHALL BE REFUNDED TO BUYER.

INTEREST IF ANY EARNED BY THE ESCROW FUND SHALL BE PAID TO THE PARTY SELLER OR BUYER IS ENTITLED TO AND WHO ACTUALLY DORS RECIVE THE ESCROW FUND.  IN THE EVENT
THAT THERE SHALL BE DISPUTE AS TO WHETHER SELLER OR BUYER IS ENTITLED TO ALL OR PART OF THE ESCROW FUNDS AND THE ESCROW AGENT SHALL HAVE RECEIVED WRITTEN NOTICE OF THE DISPUTE THEN THE ESCROW AGENT MAY RETAIN THE ESCROW FUND UNTILL THE DISPUTE IS SETTLED OR MAY DEPOSIT THE ESCROW FUND INTO A CURT OF COMPENTENT JURISTICATION IN THE COUNTRY OF SWITZERLAND  AS NEUTRAL  LAW  FOR ALL PARTIES AND THE ESCROW AGENT SHALL BE RELASED THEREBY FROM ANY OBLIGATIONES AND LIABILITY FOR THE ESCROW FUNDS.

IN NO EVENT SHALL THE ESCROW AGENT INCUR ANY LIABILITY OF ANY KIND HERE UNDER FOR ANY ACT DONE OR STEP TAKEN OR OMITED BY HIM OR FO ANY MISTAKE OD FACT OF LAW EXCEPT FOR THE ESCROW AGENTS OWN WLLFUL MISCCONDUCT OF MALFEASANCE.

IN WITNESS WHEREOF THE PARTIES  HAVE SIGNED THIS AGREEMENT AS THE DATE FIRST ABOVE WRITTEN.

BY:  ESCROW AGENT                                                                     BY:  BUYER

                                                                                                       BY: SELLER