Escrow agreement to hold stock as collateral.

To: _________ Bank

_________ Escrow Agent

1. A Corporation, Inc., a _________ corporation, has entered into a plan of reorganization with B Corporation, Inc., a _________ corporation for the acquisition of substantially all of the assets of A Corporation by B Corporation. As security for certain matters A Corporation is depositing 2,000 Class A shares of _________, a _________[state] corporation, (called collateral) with you.

2. A Corporation has delivered to you the collateral together with a blank stock power signed by A Corporation assigning the collateral. You will hold these as escrow agent and will cause the collateral to be transferred into your name.

3. So long as B Corporation has not delivered to you any document under paragraph 4 (i) all dividends (except stock dividends or stock splits which you will continue to hold as additional collateral) will be paid by you to A Corporation, and (ii) you shall vote all such shares of collateral as A Corporation may direct.

4. At any time prior to _________[date], if B Corporation delivers to you a copy of a judgment or judgments for damages entered against A Corporation in the action now pending in the _________ Court of _________ County, _________ or in any similar suit brought against it in any other court, arising out of events prior to _________[date], together with an affidavit from an officer of B Corporation to the effect that B Corporation is required to pay part or all of the judgment, and the amount, you will deliver to B Corporation a number of shares of the collateral, equal in value, at $_____ per share, to the amount B Corporation is required to pay under the judgment. If cash or United States Treasury obligations have been substituted for the collateral under paragraph 5, you will deliver any cash or Treasury obligations to the full extent of the amount required to be paid, first, and then deliver shares of the collateral for the remainder. The shares will be valued as stated above.

5. A Corporation may withdraw the _________ shares of collateral from the escrow by substituting an amount of cash or United States Treasury obligations (with maturities not later than 90 days from the date of delivery to you) equal in value to the collateral shares being withdrawn at any time at $_____ per share or the market value of these shares on the date of withdrawal, whichever is higher.

6. You will transfer to A Corporation any shares of collateral remaining in the escrow on _________[date] and any cash or substituted Treasury obligations. Escrow fees shall be borne equally by A Corporation and B Corporation.

7. All documents deposited simultaneously with the execution of this agreement are approved by the parties, and you shall not be obliged to inquire as to the form, manner of execution or validity of any document deposited pursuant to these provisions of, nor shall you be obliged to inquire as to the identity, authority or rights of the persons executing them. You shall be liable under this agreement only for your failure to exercise due care. You shall have a lien on all securities, monies and documents deposited in this escrow by each party for your reasonable compensation and expenses and for judgments, attorneys' fees and other liabilities which you may incur or sustain by reason of this escrow. In case of conflicting demands upon you, you may withhold performance of this escrow until such time as the conflicting demands have been withdrawn or the rights of the respective parties have been settled by court adjudication or otherwise.

8. You may resign by giving five days' written notice by ordinary mail sent to the undersigned. Subject to the provisions of the preceding paragraph you shall deliver all remaining deposits in the escrow upon the joint written and signed order of the undersigned. If no order is received by you within 30 days after mailing the notice you are unconditionally and irrevocably authorized and empowered to send any and all items deposited by registered mail to the respective depositors, or at your sole option to deliver the deposited items to the respective depositors.

9. This agreement shall be binding upon the respective successors and assigns of the parties.