Common use of Escrow Arrangements; Form of Payment Clause in Contracts

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the Subscription Amount for the First Closing shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A., as escrow agent (the "Escrow Agent"), pursuant to the terms of the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on each Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow, at each Closing by wire transfer of immediately available funds, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Buyer and their counsel, Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.▇▇▇▇t with First Union National Bank, as escrow agent (the "Escrow AgentESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer and the Escrow AgreementAgent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrowBuyer and their counsel, at each Closing by wire transfer of immediately available fundsfunds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Buyer and Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. de▇▇▇▇▇▇▇ ▇▇ ▇ ▇▇n-interest bearing escrow account with Wachovia, P.A.N.A., as escrow agent (the "Escrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "Escrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held Buyer(s), Butler Gonzalez LLP and the reta▇▇▇▇ ▇▇ ▇▇▇▇▇▇trick & Lockhart LLP, by ▇▇▇▇ ▇▇▇▇sfer ▇▇ ▇▇▇ediately available funds in escrow, at each Closing by accordance with the Company's written wire transfer of immediately available fundsinstructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.Esq., as escrow agent (the "Escrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "Escrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be in sections 4(g) and 4(h) paid directly from the gross proceeds held in escrowescrow of the First Closing, at each Closing by wire transfer of immediately available fundsfunds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.LLP, as escrow agent (the "Escrow AgentESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow AgreementAgent in the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP of which Ten Thousand Dollars ($10,000) which sum shall be paid directly from the gross proceeds held in escrow, at each escrow for distribution upon the First Closing by wire transfer of immediately available funds, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Buyer and Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇ non-interest bearing escrow account with Wachovia, P.A.N.A., as escrow agent (the "Escrow AgentESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow AgreementAgent in the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held Buyer(s), Butler Gonzalez and the retainer o▇ ▇▇▇▇▇▇▇▇▇▇▇ & Lockhart LLP, by w▇▇▇ ▇▇▇▇▇▇er o▇ ▇▇▇▇▇iately available funds in escrow, at each Closing by accordance with the Company's written wire transfer of immediately available fundsinstructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) ------------------------------------ and pending the Closings, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇Gallagher, P.A.Brody & Butler, as escrow agent (the "Escrow Agent"), pursuant to ▇▇▇▇▇▇▇▇ ▇▇ ▇he ▇▇▇▇▇ of an escrow agreement between the terms of Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "Escrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow, at each Closing by wire transfer of immediately available funds, ) and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇David Gonzalez, Esq., as e▇▇▇▇▇ ▇▇, P.A., as escrow agent ▇▇▇ (the ▇he "Escrow Agent"), pursuant to the terms of the Escrow AgreementAgreement between the Company, the Buyer(s) and the Escrow Agent. Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall to be paid directly from the gross proceeds held in escrow, at each Closing by wire transfer of immediately available fundsthe Closings as set forth herein, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Buyer and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇Wachovia, P.A.N.A., as escrow agent (the "Escrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "Escrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrowBuyer(s), at each Closing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and the retainer of ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, by wire transfer of immediately available fundsfunds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Buyer and their counsel, Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. de▇▇▇▇▇▇▇ ▇▇ ▇ ▇, P.A.▇▇-interest bearing escrow account with First Union National Bank, as escrow agent (the "Escrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Buyer and the Escrow Agent in the form attached hereto as Exhibit B (the "Escrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrowBuyer and their counsel, at each Closing by wire transfer of immediately available fundsfunds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Buyer and Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇ non-interest bearing escrow account with Wachovia, P.A.N.A., as escrow agent (the "Escrow AgentESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow AgreementAgent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held Buyer(s), Butler Gonzalez LLP and the retai▇▇▇ ▇▇ ▇▇▇▇▇▇▇rick & Lockhart LLP, by wi▇▇ ▇▇▇▇▇▇▇▇ of ▇▇▇▇▇▇▇tely available funds in escrow, at each Closing by accordance with the Company's written wire transfer of immediately available fundsinstructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Placement Agent, shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.First Union National Bank, as escrow agent (the "Escrow AgentESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Placement Agent and the Escrow AgreementAgent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrowPlacement Agent, at each Closing by wire transfer of immediately available fundsfunds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Buyer and Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account with ▇bea▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇unt with Wachovia, P.A.N.A., as escrow agent (the "Escrow AgentESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow AgreementAgent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrowBuyer(s), at each Closing by wire transfer Butler Gonzalez LLP and the retainer of Kirkpatrick & Lockhart LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇fer of immediately available fundsavailab▇▇ ▇▇▇▇▇ ▇▇ ac▇▇▇▇▇▇▇▇ with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Buyer and Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account with d▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇ non-interest bearing escrow account with Wachovia, P.A.N.A., as escrow agent (the "Escrow AgentESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow AgreementAgent in the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held Buyer(s), Butler Gonzalez and the retainer of ▇▇▇▇▇▇▇▇▇▇▇ & Lockhart LLP, by wi▇▇ ▇▇▇▇▇▇▇r of ▇▇▇▇▇▇ately available funds in escrow, at each Closing by accordance with the Company's written wire transfer of immediately available fundsinstructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Buyer and their counsel, Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account with d▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ ▇ ▇, P.A.▇n-interest bearing escrow account with First Union National Bank, as escrow agent (the "Escrow AgentESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer and the Escrow AgreementAgent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrowBuyer and their counsel, at each Closing by wire transfer of immediately available fundsfunds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Buyer and their counsel, Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account with ▇▇▇▇bearin▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.▇▇▇nt with First Union National Bank, as escrow agent (the "Escrow AgentESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer and the Escrow AgreementAgent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrowBuyer and their counsel, at each Closing by wire transfer of immediately available fundsfunds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the Subscription Amount for the First Closing shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A., as escrow agent (the "“Escrow Agent"”), pursuant to the terms of the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on each Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow, at each Closing by wire transfer of immediately available funds, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's ’s name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Placement Agent, shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.First Union National Bank, as escrow agent (the "Escrow AgentESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Placement Agent and the Escrow AgreementAgent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closings minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrowPlacement Agent, at each Closing by wire transfer of immediately available fundsfunds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.LLP, as escrow agent (the "Escrow AgentESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow AgreementAgent in the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing Date, (i) the Escrow Agent shall deliver to the Company Trust Account of ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in accordance with the terms of the Escrow Agreement Agreement, such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow, at each Closing Section 4(g) hereof by wire transfer of immediately available fundsfunds in accordance with ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇'▇ written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.Esq., as escrow agent (the "Escrow Agent"), pursuant to the terms of and escrow agreement between the -------------- Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "Escrow Agreement"). Subject to the satisfaction of the terms and --------- ------------------ conditions of this Agreement, on each the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein pursuant to Section 4(g) hereof, which shall be paid directly from the gross proceeds of the Closing held in escrow, at each Closing escrow by wire transfer of immediately available fundsfunds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Buyer and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇Wachovia Bank, P.A.N.A., as escrow agent (the "Escrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Buyer and the Escrow Agent in the form attached hereto as Exhibit B (the "Escrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrowBuyer and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, at each Closing by wire transfer of immediately available fundsfunds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by ---------------------------------------- Buyer(s) and pending the Closings, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇David Gonzalez, P.A.Esq., as escrow agent (the "Escrow Agent"), pursuant to pursua▇▇ ▇▇ ▇▇▇ ▇▇▇▇s of an escrow agreement between the terms of ------------- Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "Escrow Agreement"). Subject to the satisfaction of the terms ---- ---------------- and conditions of this Agreement, on each the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow, at each Closing by wire transfer of immediately available funds, ) and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the Subscription Amount for aggregate proceeds of the First Closing sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.LLP, as escrow agent (the "Escrow Agent"), pursuant to the terms of the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on each the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees a structuring fee of $15,000 and expenses as set forth herein a $75,000 holdback pursuant to Section 4(g) hereof, which shall be paid directly from the gross proceeds of the Closing held in escrow, at each Closing by wire transfer of immediately available funds, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.