ESCROW AGREEMENT-- BULK SALES

Date: ____________________

To: ______________________

Under the terms and conditions of a contract between ____________,

referred to as SELLER, and Paul Abdullah, referred as BUYER, for

the bulk sale of a certain business known as ________________

__________, the parties herewith agree to the following escrow

instructions:

A total of $ _________ ( ____________________ &___/100 dollars)

will be deposited.

The Fund shall be invested from time to time in an interest

bearing account with a national bank that is insured by the

F.D.I.C.; provided, however, that in the event that the deposit

at any time exceeds $100,000, the deposit shall be made with a

bank with capital and surplus of at least $100,000,000.

If, prior to termination of the escrow, BUYER, notifies of any

breach of warranty with respect to the indebtedness of Seller to

its creditors under the terms and provisions of the bulk sale and

such notice shall specify the amount which Buyer shall claim is

due and owing to Buyer by virtue of such breach of claim of

breach, you shall, within ten days from and after the receipt of

such notice from Buyer, notify Seller in writing of such claim by

sending written notice thereof by registered mail, return receipt

requested, to Buyer at the following address:

In the event that such notice is received you shall withhold the

sum claimed, unless the SELLER delivers a sworn acquittance of

such debt from the claimant, or, a written statement from the

BUYER withdrawing the objection.

On or about ____________ you shall distribute the remaining sum

other than the sums directed to be withheld, as follows:

First priority-- Expenses of the ESCROW AGENT;

Second priority-- Such sums, if any, required to be withheld

under the terms and conditions state herein;

Third priority-- _______

You may resign by mailing written notice thereof to Buyer and to

Seller at the addresses stated above. In the event of any such

resignation, Buyer may appoint (by written notice delivered to

Seller at the above specified address) a successor escrow which

shall be a national bank. Any successor or successors shall have

all of the rights, obligations and immunities granted to you by

the terms and provisions hereof.

Nothing herein contained shall constitute a limitation of any

obligations of either Buyer or Seller under the Agreement

otherwise.

This is the entire agreement between the parties and this

agreement may only be amended by a written agreement between the

parties.

In the event that any controversy arises as to the distribution

of the escrow, the ESCROW agent may interplead the sums in any

court with jurisdiction and all costs of fees thereof reasonably

incurred by escrow agent shall be payable from the fund.

Dated: ____________________

________________________________________

SELLER

________________________________________

BUYER

Accepted:

_________________________________________

ESCROW AGENT