COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : : Index No. Calendar No. : IMPOUND OF FUNDS AGREEMENT JUDICIAL SUBPOENA Plaintiff(s) -against: This Agreement, dated _______________________, 20__, by and between : (hereinafter referred to as “Issuer”) and : Defendant(s) : . .(hereinafter. .referred . to . as . the . “Depository”). ............... .......... ... ... .... ........... The Depository is located at THE PEOPLE OF THE STATE OF NEW YORK TO The Issuer warrants that it has applied for authority from the Commissioner of Securities of the State of Colorado to sell certain GREETINGS: securities and the Issuer intends that if it is unable to sell COMMAND YOU, that all businessof $_____________ by theeach of you attend before WE securities in the sum and excuses being laid aside, you and ____ day , the Honorable at the of __________________, 20__, (the “Closing Court Date”) the offering located at County of shall be terminated day of the proceeds at and in room , on the , 20 , paid in by in the o'clock each of the at any recessed noon, and orsubscribers shall be returned ato them this action on the part of the adjourned date, to testify and give evidence as witness in pursuant to this Agreement. The Depository is willing is punishable as a contempt of court and Your failure to comply with this subpoena to act as the depository will make you liable to the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a hereunder. result of your failure to comply. In consideration of the mutual covenants and of other good Witness, Honorable , one as Justices of the and valuable consideration the parties agree of thefollows: Court in 1. County, day of , 20 The Issuer shall deposit all monies received from the sale of securities in a special impound account in the (Attorney depository to be designated the must sign above and type name below) “____________________________________Impound Account” (the “Impound Account”). Attorney(s) for The Issuer and its agents shall cause all checks received by it for the payment of securities to be made payable to the Depository Impound Account. The Issuer Office and P.O. Address agrees to include with the deposits made in the Impound Account a copy of Telephone No.: each subscription agreement which shall include the Facsimile No.: E-Mail Address: Mobile Tel. No.: 1 American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : : Index No. Calendar No. : name, address and social security JUDICIAL tax or other SUBPOENA Plaintiff(s) identification number of each :Subscriber and the date -against- and amount of each subscription. All funds so : deposited shall be held in escrow by the Depository : and shall not be subject to judgment or creditors’ Defendant(s) : claims against the Issuer unless and until released to ...................................................... said Issuer in accordance with the Agreement. 2. Unless the Commissioner directs to the contrary the THE PEOPLE OF THE STATE OF NEW YORK funds deposited in the Impound Account may be invested TO as directed by the Issuer in bank certificates of deposit, United States government obligations or GREETINGS: 3. placed in an interest bearing savings account. The Depository shall return deposits in the form of WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before checks that fail to clear the bank, upon which they , the Honorable at the Court County of are drawn,located at together with the related subscription in room , on the day of , 20 , at o'clock in the noon, and at any recessed or adjourned date,agreement, to the as a witness in this action on the thereof shall be to testify and give evidence Subscriber. A copy part of the sent to the company. 4. If, on or before the Closing Date, the funds deposited Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to in the Impound Account amount to or exceed $__________ the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a result of your failure to comply. (The Minimum Subscription) the Depository shall pay such funds and all other funds deposited thereafter to Witness, Honorable , one of the Justices of the theCounty, Issuer. day of Depository shall notify the The Court in , 20 Commissioner in writing upon the release of funds. 5. Upon receipt by the Depository of must sign above and type name below) (Attorney written notification signed by the Issuer advising that it was unable to sell the Minimum Subscription within the specific Attorney(s) for offering period the funds deposited in the Impound Account shall be returned by the Depository to the Subscribers according to the Office and P.O. Address amount each contributed. Total interest, less interest used to satisfy Depository costs and fees, will be divided and Telephone No.: Facsimile No.: returned to the subscribers based upon the investment. E-Mail Address: Mobile Tel. No.: 2 American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : : 6. Index No. Calendar No. : If at any time prior to the disbursement of SUBPOENA JUDICIAL funds by Plaintiff(s) the Depository, as provided in: Paragraph 4 or 5 of -againstthis Agreement, the Depository is advised by the : Commissioner that the registration to sell securities : of the Issuer has been suspended or revoked, that any condition of its Defendant(s) registration :permit has not been met ...................................................... or that any provision of the Colorado securities laws has not been complied with, the Commissioner may THE PEOPLE OF THE STATE OF NEW YORK direct the Depository not to disburse the proceeds TO until further notice by the Commissioner. 7. GREETINGS: This Impound Agreement shall terminate upon the disbursement of funds pursuant to Paragraphs 4 or 5 provided, however, the Issuer may abandon the public WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before offering. Upon the receipt of a letter from the , the Honorable at the Court located that the offering has been abandoned, County of Issuer stating at in room , on the day of , 20 , at o'clock in the noon, and at any recessed or adjourned date,copy to the evidence as a witness in this action on the part of the to testify and give Commissioner, the Depository is authorized to return the monies received hereunder to the subscribers according to the amount each subscriber Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to contributed with issued for a maximum interest and all damages sustained as a the party on whose behalf this subpoena wasinterest, less penalty of $50 used to result of your failure to comply. satisfy Depository costs and fees, and this Agreement shall terminate upon said distribution. Witness, Honorable , one of the Justices of the TheCounty, duty of the Depository other than as herein sole Court in 8. day of , 20 specified shall be to establish and maintain the Impound Account and receive and holdsign abovefunds name below) (Attorney must the and type deposited by the Company pursuant to all applicable securities laws and regulations. Attorney(s) for 9. The Issuer acknowledges that the Depository is performing the limited function of Depository and that this fact in no way means the Depository has passed in Office and P.O. Address any way upon the merits or qualifications of or has recommended or given approval to any person, security Telephone No.: Facsimile No.: E-Mail Address: Mobile Tel. No.: 3 American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : : or transaction. Index No. Calendar No. : A statement to this effect SUBPOENA JUDICIAL shall be Plaintiff(s) included in the offering circular. -against: 10. The Commissioner may, at any time, inspect the records : of the Depository insofar as they relate to this : Agreement. Defendant(s) : 11. The terms and conditions of this Agreement shall be ...................................................... binding on the heirs, executors and assigns, creditors or transferees, or successors in interest, whether by THE PEOPLE OF THE STATE OF NEW YORK operation of law or otherwise, of the parties hereto. TO If for any reason the Depository named herein should be unable or unwilling to continue as such depository GREETINGS: then the Company may substitute, with the consent of the Commissioner, another person to serve as WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before Depository. , the Honorable at the Court located at County of in room , on the day of , 20 , at o'clock in the noon, and at any recessed IN WITNESS and give evidence a witness in this action on the part this or adjourned date, to testify WHEREOF, theasparties have executed of the Agreement the ______ day of ___________________, 20__. Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a result of your failure to comply. ISSUER: Witness, Honorable Court in County, , one of the Justices of the By:____________________________________ day of , 20 DEPOSITORY: (Attorney must sign above and type name below) By:____________________________________ Attorney(s) for Title: Office and P.O. Address Telephone No.: Facsimile No.: E-Mail Address: Mobile Tel. No.: Revised: 11/2002 4 American LegalNet, Inc. www.USCourtForms.com