SUBSCRIPTION (Best Efforts) AGREEMENT

AGREEMENT made as of this ________day of_________________, 19__, by and between_______________________________, a____________________corporation ("___________") and___________________Bank as escrow agent (the "Escrow Agent").

WITNESSETH:

WHEREAS,

NOW, THEREFORE, in consideration of the promises and of the mutual covenants herein contained, the parties hereto agrees as follows:

1. Acceptance by Escrow Agent
The Escrow Agent hereby accepts the appointment as escrow agent hereunder and agrees to act on the terms and conditions hereinafter set forth.

2. Investment of Escrow Fund
The Escrow Agent shall invest the Escrow Fund, upon the express written direction of_______________________________, in one or more of the following investments: _____________________________________________________________________
_____________________________________________________________________

3. Rights and Responsibilities of Escrow Agent
The acceptance by the Escrow Agent of its duties hereunder is subject to the following terms and conditions, which the parties to this Agreement hereby shall govern and control with respect to the Escrow Agent's rights, duties, liabilities and immunities.

(a) The Escrow Agent shall act hereunder as a depository only, and it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any document furnished to the Escrow agent or any asset deposited with it.

(b) The Escrow Agent shall be protected in acting upon written instructions from_____________________if it, in good faith, believes such written instructions to be genuine and what it purports to be. _________________shall from time to time file with the Escrow Agent a certified copy of each resolution of its Board of Directors authorizing the person or persons to give written instructions. Such resolution shall specify the class of instructions that may be given by each person to the Escrow Agent, under this Agreement, together with certified signatures of such persons authorized to sign. This shall constitute conclusive evidence of the authority of the signatories designated therein to act. It shall be considered in full force and effect with the Escrow Agent fully protected in acting in reliance thereon unless and until it receives written notice to the contrary.

(c) The Escrow Agent shall not be liable for any error of judgment or for any action taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith except its own gross negligence or willful misconduct.

(d) ____________________and___________________agree to indemnify the Escrow Agent and hold it harmless from and against any loss, liability, expenses (including reasonable attorneys' fees and expenses), claim or demand arising out of or in connection with the performance of its obligations in accordance with the provisions of this Escrow Agreement, except for the gross negligence or willful misconduct of the Escrow Agent. These indemnities shall survive the resignation of the Escrow Agent or the termination of this Escrow Agreement.

(e) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. This Agreement represents the entire understanding of the parties hereto with respect to the subject matter contained herein and supersedes any and all other and prior agreements between them.

(f) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court.

(g) The fee of the Escrow Agent for its services hereunder shall be paid by ________________ in accordance with the standard schedule of charges in effect when services are rendered. Such schedule will be furnished upon request.

4. Statements
During the term of this Agreement, the Escrow Agent shall provide ________________with monthly statements containing the beginning balance in the escrow account as well as all principal and income transactions for the statement period. ______________________shall be responsible for reconciling such statements. The Escrow Agent shall be forever released and discharged from all liability with respect to the accuracy of such statements, except with respect to any such act or transaction as to which _______________________shall, within 90 days after the furnishing of the statement, file written objections with the Escrow Agent.

5. Distributions
The Escrow Agent shall distribute the Escrow Funds from time to time, in accordance with the instructions contained in written statements provided to the Escrow Agent by _________________________________________.

6. Income
All income, including interest and dividends, earned on the Escrow Fund deposited hereunder (hereinafter called the "Income") shall be added to and held in the Escrow Account created hereunder.

7. Tax Identification Number
All interest accrued in the Escrow Fund shall be for the account of _________________ and shall be reported under applicable federal regulations using the tax identification number of ___________________________, which is #_____________________________.

8. Indemnification as to Taxes, Penalties and Interest
____________________ shall indemnify and hold harmless the Escrow Agent against and in respect of any liability for taxes and for any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by Escrow Agent pursuant to this Agreement.

9. Amendment
This Agreement may not be amended or supplemented and no provision hereof may be modified or waived, except by an instrument in writing, signed by all of the parties hereto.

10. Termination
The purpose of this Escrow Agreement and the terms hereof shall terminate on the earlier of ____________________or _______________________. Upon the termination of this Agreement and upon the delivery of all or any portion of the Escrow Funds by the Escrow Agent, in accordance with the terms hereof, the Escrow Agent shall be relieved of any and all further obligations hereunder.

11. Resignation
The Escrow Agent may resign at any time by giving thirty (30) days written notice of such resignation to _____________________________. If no successor Escrow Agent has been named at the expiration of the thirty (30) day period, the Escrow Agent shall have no further obligation hereunder except to hold the Escrow Funds as a depository. Upon notification by __________________ of the appointment of the successor, the Escrow Agent shall promptly deliver the Escrow Fund and all materials in its possession relating to the Escrow Fund to such successor, and the duties of the resigning Escrow Agent shall thereupon in all respects terminate, and it shall be released and discharged from all further obligations hereunder. Similarly, the Escrow Agent may be discharged from its duties as Escrow Agent under this Agreement upon thirty (30) days written notice from ____________________________and upon payment of any and all fees due to Escrow Agent. In such event, the Escrow Agent shall be entitled to rely on instructions from _____________________________as to the disposition and delivery of the Escrow Fund.

12. Execution
This Agreement may be executed in several counterparts, each of which shall be deemed an original, but such counterparts together shall constitute one and the same instrument. The effective date of this Agreement shall be the date it is executed by the last party to do so.

13. Miscellaneous
All covenants and agreements contained in this Agreement by or on behalf of the parties hereto shall bind and inure to the benefit of such parties and their respective heirs, administrators, legal representatives, successors and assigns, as the case may be. The headings in this Agreement are for convenience of reference only and shall neither be considered as part of this Agreement, nor limit or otherwise affect the meaning hereof. This Agreement shall be construed and enforced in accordance with the laws of ____________.

14. Notices
All instructions, notices and other communications hereunder must be in writing and shall be deemed to have been duly given if delivered by hand or mailed by first class, registered mail, return receipt requested, postage prepaid, and addressed as follows:

(a) If to ________________________________________________

(b) If to ________________________________________________

(c) If to the Escrow Agent:

IN WITNESS THEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

(NAME OF COMPANY)

By:________________________________
(Name)
(Title)

as (ESCROW AGENT)

By:_______________________________
(Name)
(Title)