S.A. 13 (7/99) STATE CORPORATION COMMISSION DIVISION OF SECURITIES AND RETAIL FRANCHISING IMPOUNDING AGREEMENT As a condition of the registration by qualification of the securities de scribed hereafter: The undersigned issuer agrees that the proceeds from the sale of such securities shall be delivered in escrow to ________________________________________________ as depository until at least __________________________________________________ of such securit ies have been sold and paid for. The undersigned depository accepts the duties hereby imposed on it and agrees to hold said proceeds in trust until authorized in writing by the Division of Securit ies and Retail Franchising of the StateCorporation Commission to disburse them. If less than _______ of said securities have been sold within __________months of the date of this agreement, the proceeds in escrow are to be returned to the subscri bers who have paid for the securities. The undersigned broker-dealers and agents of the issuer agree to remit i mmediately to the depository all proceeds without deduction of any fees, commissions or ex penses. In Witness Whereof, this agreement has been executed as of the _______ day of _____________, ____, by the issuer, by the depository, by each broker-de aler offering the securities andby each agent of the issuer offering the securities. ISSUER __________________________________ __________________________________ Name of Issuer (Type or Print) President, Other Appropriate Officer or General Partner and Title (Type or Print) ________________________________________________________________________ __________ Signature of President, Other Appropriate Officer or General Partner DEPOSITORY __________________________________ __________________________________ Name of Virginia Depository Bank Officer (Type or Print) and Title __________________________________ __________________________________ Address of Virginia Depository Signature of Bank Officer (Type or Print) BROKER/AGENT __________________________________ __________________________________ Virginia Broker-Dealer (Type or Print) President or Other Appropriate Officer and Title (Type or Print) ________________________________________________________________________ __________ Signature of President or Other Appropriate Officer __________________________________ __________________________________ Virginia Broker-Dealer (Type or Print) President or Other Appropriate Officer and Title (Type or Print) ________________________________________________________________________ __________ Signature of President or Other Appropriate Officer __________________________________ __________________________________ Agent of the Issuer (Type or Print) Signature of Agent of the Issuer American LegalNet, Inc. www.USCourtForms.com>>>> 2S.A. 13 SPECIAL INSTRUCTIONS In order to substantiate that the terms of the impounding agreement have been complied with the following documentation together with a request for authorizati on to disburse funds must be submitted to the State Corporation Commissions Division of Securitie s and Retail Franchising. Upon receipt of Items 1 and 2 below, the written authoriza tion to disburse funds will be processed: 1. An affidavit from the issuer (its president or other appropriate office r) that the requisite percentage of the offering has been sold and paid for. 2. An affidavit from the depository (its president or other appropriate of ficer) setting forth the total aggregate sum being held by the depository pursuant to the terms of the impounding agreement. American LegalNet, Inc. www.USCourtForms.com