Escrow of stock to secure purchases.

To: _________ National Bank, Escrow Agent

1. _________ Corporation (called "debtor") is indebted to _________ and _________(together called "sellers" and, individually, "seller") under a purchase agreement dated _________. _________, a Delaware corporation (called "Delaware") may become indebted to the sellers under bonds that may be delivered pursuant to the purchase agreement. You need not concern yourself with the terms of the purchase agreement or the bonds.

2. Debtor is delivering _________ shares of stock of ABC Corporation (called "collateral") issued in the name of debtor, together with a blank stock power signed by debtor assigning the collateral. You will hold these as escrow agent and will not cause the collateral to be transferred into any other name except in accordance with your instructions.

3. Upon receipt of an affidavit of the sellers that debtor is in default in making a payment under the purchase agreement or that Delaware is in default in making a payment under the bonds and describing the default in reasonable detail, you will promptly deliver to debtor or Delaware (whichever corporation is alleged to have defaulted) a photostat of the affidavit.

(a). If you do not receive, within 30 days after delivery of the photostat to the defaulting corporation, an affidavit of the president or chief financial officer of the corporation that the described default has not occurred, you will deliver the collateral and the stock power to sellers.

(b). If, within 30 days after delivery of the photostat to the defaulting corporation, you receive an affidavit of the president or chief financial officer of the corporation, that the described default has not occurred, you will continue to hold the collateral and the stock power pending:

(i) The receipt by you of a joint order of either debtor or Delaware and any one seller relating to the disposition of the collateral; or

(ii) The receipt by you of a certified copy of a final order of a court relating to the disposition of the collateral, and the affidavit of sellers or an officer of Delaware that no appeal has been taken from the order and that the time for an appeal has expired. You will deliver a photostat of the order and affidavit to the other party or parties within 24 hours after receipt by you.

4. Upon receipt of an affidavit of the president or chief financial officer of debtor or Delaware that debtor and Delaware are no longer indebted to the sellers, you will deliver to sellers a photostat of the affidavit.

(a). If you do not receive, within 30 days after delivery of the photostat to sellers, an affidavit from sellers that debtor or Delaware are still indebted to sellers under the purchase agreement or bonds, and describing the indebtedness in reasonable detail, you will deliver the collateral and stock power to debtor.

(b). If, within 30 days after delivery of the photostat to sellers, you receive an affidavit of sellers that debtor or Delaware are still indebted to sellers under the purchase agreement or bonds, and describing the indebtedness in reasonable detail, you will continue to hold the collateral and the stock power pending:

(i) The receipt by you of a joint order of either debtor or Delaware and any one seller relating to the disposition of the collateral; or

(ii) The receipt by you of a certified copy of a final order of a court relating to the disposition of the collateral, and the affidavit of sellers or an officer of Delaware that no appeal has been taken from that order and that the time for an appeal has expired. You will deliver a photostat of the order and affidavit to the other party or parties within 24 hours after receipt by you.

5. At any time within two years from this date debtor and/or Delaware may deliver to you (i) an affidavit of its president or chief financial officer that ABC Corporation has been liquidated and its assets and business transferred to debtor, (ii) certificates representing all of the shares of stock of debtor, and (iii) a blank stock power signed by Delaware assigning the shares. Upon receipt you will (i) send a photostat of the affidavit to sellers, and (ii) deliver the collateral and stock power assigning the collateral to debtor. These shares of debtor will then become the collateral.

6. No provision of these instructions shall be deemed to modify or supersede the terms of the pledge agreement dated _________ between debtor, Delaware and sellers.

7. Debtor will pay your fees and costs prior to the time that control over the collateral passes to sellers, after which time sellers will pay your fees and costs.

8. All notices shall be in writing. Notices and deliveries to the parties may be directed to them at their addresses