Unassociated Document


    
      

    


    Exhibit
      4.9 

     

    ESCROW
      AGREEMENT

     

    THIS
      ESCROW AGREEMENT
      (this
“Agreement”)
      is
      made and entered into as of January 5, 2006 IGNIS
      PETROLEUM GROUP, INC., a
      Nevada
      corporation (the “Company”);
      the
      Buyer(s) listed on the Securities Purchase Agreement, dated the date
      hereof (also referred to as the “Investor(s)”),
      and
DAVID
      GONZALEZ, ESQ.,
      as
      Escrow Agent hereunder (the “Escrow
      Agent”).

     

    BACKGROUND

     

    WHEREAS,
      the
      Company and the Investor(s) have entered into a Securities Purchase Agreement
      (the “Securities
      Purchase Agreement”),
      dated
      as of the date hereof, pursuant to which the Company proposes to sell secured
      convertible debentures (the “Convertible
      Debentures”)
      which
      shall be convertible into the Company’s Common Stock, par value $0.001 per
      share (the “Common
      Stock”),
      for a
      total purchase price of up to Five Million Dollars ($5,000,000). The Securities
      Purchase Agreement provides that the Investor(s) shall deposit the purchase
      amount in a segregated escrow account to be held by Escrow Agent in order to
      effectuate a disbursement to the Company at a closing to be held as set forth
      in
      the Securities Purchase Agreement (the “Closing”).

     

    WHEREAS,
      the
      Company intends to sell Convertible Securities (the “Offering”).

     

    WHEREAS,
      Escrow
      Agent has agreed to accept, hold, and disburse the funds deposited with it
      in
      accordance with the terms of this Agreement.

     

    WHEREAS,
      in
      order to establish the escrow of funds and to effect the provisions of the
      Securities Purchase Agreement, the parties hereto have entered into this
      Agreement.

     

    NOW
      THEREFORE,
      in
      consideration of the foregoing, it is hereby agreed as follows:

     

    1.           
      Definitions.
      The
      following terms shall have the following meanings when used herein:

     

    a.           
      “Escrow
      Funds”
shall
      mean the funds deposited with Escrow Agent pursuant to this
      Agreement.

     

    b.           
      “Joint
      Written Direction” shall
      mean a written direction
      executed by the Investor(s) and the Company directing Escrow Agent to disburse
      all or a portion of the Escrow Funds or to take or refrain from taking any
      action pursuant to this Agreement.

     

    c.           
      “Escrow
      Period”
shall
      begin with the commencement of the Offering and shall terminate upon the earlier
      to occur of the following dates:

     

    (i)           
      The
      date
      upon which Escrow Agent confirms that it has received in the Escrow Account
      all
      of the proceeds of the sale of the Convertible Debentures; 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (ii)           The
      expiration of twenty (20) days from the date of commencement of the Offering
      (unless extended by mutual written agreement between the Company and the
      Investor(s) with a copy of such extension to Escrow Agent); or

     

    (iii)          The
      date
      upon which a determination is made by the Company and the Investor(s) to
      terminate the Offering prior to the sale of all the Convertible
      Debentures.

     

    During
      the Escrow Period, the Company and the Investor(s) are aware that they are
      not
      entitled to any funds received into escrow and no amounts deposited in the
      Escrow Account shall become the property of the Company or the Investor(s)
      or
      any other entity, or be subject to the debts of the Company or the Investor(s)
      or any other entity.

     

    2.           
      Appointment
      of and Acceptance by Escrow Agent.
      The
      Investor(s) and the Company hereby appoint Escrow Agent to serve as Escrow
      Agent
      hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by
      wire transfer of the Escrow Funds in accordance with Section 3 below, agrees
      to
      hold, invest and disburse the Escrow Funds in accordance with this
      Agreement.

     

    a.           
      The
      Company hereby acknowledges that the Escrow Agent is general counsel to the
      Investor(s), a partner in the general partner of the Investor(s), and counsel
      to
      the Investor(s) in connection with the transactions contemplated and referred
      herein. The Company agrees that in the event of any dispute arising in
      connection with this Escrow Agreement or otherwise in connection with any
      transaction or agreement contemplated and referred herein, the Escrow Agent
      shall be permitted to continue to represent the Investor(s) and the Company
      will
      not seek to disqualify such counsel. 

     

    3.           
      Creation
      of Escrow Funds.
      On or
      prior to the date of the commencement of the Offering, the parties shall
      establish an escrow account with the Escrow Agent, which escrow account shall
      be
      entitled as follows: Ignis Petroleum Group, Inc./Cornell Capital Partners,
      LP
      Escrow Account for the deposit of the Escrow Funds. The Investor(s) will
      instruct subscribers to wire funds to the account of the Escrow Agent as
      follows:

     

    
      	
              Bank:

            	
              Wachovia,
                N.A. of New Jersey

            
	 	 
	
              Routing
                #:

            	
              031201467

            
	 	 
	
              Account
                #:

            	
              2000014931134

            
	 	 
	
              Name
                on Account:

            	
              David
                Gonzalez Attorney Trust Account

            
	 	 
	
              Name
                on Sub-Account:

            	
              Ignis
                Petroleum Group, Inc./Cornell Capital Partners, LP Escrow
                Account

            


    

     

    4.           
      Deposits
      into the Escrow Account.
      The
      Investor(s) agrees that they shall promptly deliver funds for the payment of
      the
      Convertible Debentures to Escrow Agent for deposit in the Escrow
      Account.

     

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    5.           
      Disbursements
      from the Escrow Account.

     

    a.           
      The
      Escrow Agent will continue to hold such funds until Cornell Capital Partners,
      LP
      on behalf of the Investor(s) and Company execute a Joint Written Direction
      directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint
      Written Direction signed by the Company and the Investor(s). In disbursing
      such
      funds, Escrow Agent is authorized to rely upon such Joint Written Direction
      from
      the Company and the Investor(s) and may accept any signatory from the Company
      listed on the signature page to this Agreement and any signature from the
      Investor(s) that the Escrow Agent already has on file.

     

    b.           
      In
      the
      event Escrow Agent does not receive the amount of the Escrow Funds from the
      Investor(s), Escrow Agent shall notify the Company and the Investor(s). Upon
      receipt of payment instructions from the Company, Escrow Agent shall refund
      to
      each subscriber without interest the amount received from each Investor(s),
      without deduction, penalty, or expense to the subscriber. The purchase money
      returned to each subscriber shall be free and clear of any and all claims of
      the
      Company, the Investor(s) or any of their creditors.

     

    c.           
      In
      the
      event Escrow Agent does receive the amount of the Escrow Funds prior to
      expiration of the Escrow Period, in no event will the Escrow Funds be released
      to the Company until such amount is received by Escrow Agent in collected funds.
      For purposes of this Agreement, the term “collected funds” shall mean all funds
      received by Escrow Agent which have cleared normal banking channels and are
      in
      the form of cash.

     

    6.           
      Collection
      Procedure.
      Escrow
      Agent is hereby authorized to deposit the proceeds of each wire in the Escrow
      Account.

     

    7.           
      Suspension
      of Performance: Disbursement Into Court.
      If at
      any time, there shall exist any dispute between the Company and the Investor(s)
      with respect to holding or disposition of any portion of the Escrow Funds or
      any
      other obligations of Escrow Agent hereunder, or if at any time Escrow Agent
      is
      unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition
      of any portion of the Escrow Funds or Escrow Agent’s proper actions with respect
      to its obligations hereunder, or if the parties have not within thirty (30)
      days
      of the furnishing by Escrow Agent of a notice of resignation pursuant to Section
      9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow
      Agent
      may, in its sole discretion, take either or both of the following
      actions:

     

    a.           
      suspend
      the performance of any of its obligations (including without limitation any
      disbursement obligations) under this Escrow Agreement until such dispute or
      uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until
      a successor Escrow Agent shall be appointed (as the case may be); provided
      however, Escrow Agent shall continue to invest the Escrow Funds in accordance
      with Section 8 hereof; and/or

     

    b.           
      petition
      (by means of an interpleader action or any other appropriate method) any court
      of competent jurisdiction in any venue convenient to Escrow Agent, for
      instructions with respect to such dispute or uncertainty, and to the extent
      required by law, pay into such court, for holding and disposition in accordance
      with the instructions of such court, all funds held by it in the Escrow Funds,
      after deduction and payment to Escrow Agent of all fees and expenses (including
      court costs and attorneys’ fees) payable to, incurred by, or expected to be
      incurred by Escrow Agent in connection with performance of its duties and the
      exercise of its rights hereunder.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    c.           
      Escrow
      Agent shall have no liability to the Company, the Investor(s), or any person
      with respect to any such suspension of performance or disbursement into court,
      specifically including any liability or claimed liability that may arise, or
      be
      alleged to have arisen, out of or as a result of any delay in the disbursement
      of funds held in the Escrow Funds or any delay in with respect to any other
      action required or requested of Escrow Agent.

     

    8.            
      Investment
      of Escrow Funds.
      Escrow
      Agent shall deposit the Escrow Funds in a non-interest bearing account.


     

    If
      Escrow
      Agent has not received a Joint Written Direction at any time that an investment
      decision must be made, Escrow Agent shall maintain the Escrow Funds, or such
      portion thereof, as to which no Joint Written Direction has been received,
      in a
      non-interest bearing account. 

     

    9.            
      Resignation
      and Removal of Escrow Agent.
      Escrow
      Agent may resign from the performance of its duties hereunder at any time by
      giving thirty (30) days’ prior written notice to the parties or may be removed,
      with or without cause, by the parties, acting jointly, by furnishing a Joint
      Written Direction to Escrow Agent, at any time by the giving of ten (10) days’
prior written notice to Escrow Agent as provided herein below. Upon any such
      notice of resignation or removal, the representatives of the Investor(s) and
      the
      Company identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall
      appoint a successor Escrow Agent hereunder, which shall be a commercial bank,
      trust company or other financial institution with a combined capital and surplus
      in excess of $10,000,000.00. Upon the acceptance in writing of any appointment
      of Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow
      Agent shall thereupon succeed to and become vested with all the rights, powers,
      privileges and duties of the retiring Escrow Agent, and the retiring Escrow
      Agent shall be discharged from its duties and obligations under this Escrow
      Agreement, but shall not be discharged from any liability for actions taken
      as
      Escrow Agent hereunder prior to such succession. After any retiring Escrow
      Agent’s resignation or removal, the provisions of this Escrow Agreement shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent
      shall
      transmit all records pertaining to the Escrow Funds and shall pay all funds
      held
      by it in the Escrow Funds to the successor Escrow Agent, after making copies
      of
      such records as the retiring Escrow Agent deems advisable and after deduction
      and payment to the retiring Escrow Agent of all fees and expenses (including
      court costs and attorneys’ fees) payable to, incurred by, or expected to be
      incurred by the retiring Escrow Agent in connection with the performance of
      its
      duties and the exercise of its rights hereunder.

     

    10.           
      Liability
      of Escrow Agent.

     

    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    a.           
      Escrow
      Agent shall have no liability or obligation with respect to the Escrow Funds
      except for Escrow Agent’s willful misconduct or gross negligence. Escrow Agent’s
      sole responsibility shall be for the safekeeping, investment, and disbursement
      of the Escrow Funds in accordance with the terms of this Agreement. Escrow
      Agent
      shall have no implied duties or obligations and shall not be charged with
      knowledge or notice or any fact or circumstance not specifically set forth
      herein. Escrow Agent may rely upon any instrument, not only as to its due
      execution, validity and effectiveness, but also as to the truth and accuracy
      of
      any information contained herein, which Escrow Agent shall in good faith believe
      to be genuine, to have been signed or presented by the person or parties
      purporting to sign the same and conform to the provisions of this Agreement.
      In
      no event shall Escrow Agent be liable for incidental, indirect, special, and
      consequential or punitive damages. Escrow Agent shall not be obligated to take
      any legal action or commence any proceeding in connection with the Escrow Funds,
      any account in which Escrow Funds are deposited, this Agreement or the Purchase
      Agreement, or to appear in, prosecute or defend any such legal action or
      proceeding. Escrow Agent may consult legal counsel selected by it in any event
      of any dispute or question as to construction of any of the provisions hereof
      or
      of any other agreement or its duties hereunder, or relating to any dispute
      involving any party hereto, and shall incur no liability and shall be fully
      indemnified from any liability whatsoever in acting in accordance with the
      opinion or instructions of such counsel. The Company and the Investor(s) jointly
      and severally shall promptly pay, upon demand, the reasonable fees and expenses
      of any such counsel.

     

    b.           
      Escrow
      Agent is hereby authorized, in its sole discretion, to comply with orders issued
      or process entered by any court with respect to the Escrow Funds, without
      determination by Escrow Agent of such court’s jurisdiction in the matter. If any
      portion of the Escrow Funds is at any time attached, garnished or levied upon
      under any court order, or in case the payment, assignment, transfer, conveyance
      or delivery of any such property shall be stayed or enjoined by any court order,
      or in any case any order judgment or decree shall be made or entered by any
      court affecting such property or any part thereof, then and in any such event,
      Escrow Agent is authorized, in its sole discretion, to rely upon and comply
      with
      any such order, writ judgment or decree which it is advised by legal counsel
      selected by it, binding upon it, without the need for appeal or other action;
      and if Escrow Agent complies with any such order, writ, judgment or decree,
      it
      shall not be liable to any of the parties hereto or to any other person or
      entity by reason of such compliance even though such order, writ judgment or
      decree may be subsequently reversed, modified, annulled, set aside or
      vacated.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    11.           Indemnification
      of Escrow Agent.
      From and
      at all times after the date of this Agreement, the parties jointly and
      severally, shall, to the fullest extent permitted by law and to the extent
      provided herein, indemnify and hold harmless Escrow Agent and each director,
      officer, employee, attorney, agent and affiliate of Escrow Agent (collectively,
      the “Indemnified
      Parties”)
      against any and all actions, claims (whether or not valid), losses, damages,
      liabilities, costs and expenses of any kind or nature whatsoever (including
      without limitation reasonable attorney’s fees, costs and expenses) incurred by
      or asserted against any of the Indemnified Parties from and after the date
      hereof, whether direct, indirect or consequential, as a result of or arising
      from or in any way relating to any claim, demand, suit, action, or proceeding
      (including any inquiry or investigation) by any person, including without
      limitation the parties to this Agreement, whether threatened or initiated,
      asserting a claim for any legal or equitable remedy against any person under
      any
      statute or regulation, including, but not limited to, any federal or state
      securities laws, or under any common law or equitable cause or otherwise,
      arising from or in connection with the negotiation, preparation, execution,
      performance or failure of performance of this Agreement or any transaction
      contemplated herein, whether or not any such Indemnified Party is a party to
      any
      such action or proceeding, suit or the target of any such inquiry or
      investigation; provided, however, that no Indemnified Party shall have the
      right
      to be indemnified hereunder for liability finally determined by a court of
      competent jurisdiction, subject to no further appeal, to have resulted from
      the
      gross negligence or willful misconduct of such Indemnified Party. If any such
      action or claim shall be brought or asserted against any Indemnified Party,
      such
      Indemnified Party shall promptly notify the Company and the Investor(s)
      hereunder in writing, and the Investor(s) and the Company shall assume the
      defense thereof, including the employment of counsel and the payment of all
      expenses. Such Indemnified Party shall, in its sole discretion, have the right
      to employ separate counsel (who may be selected by such Indemnified Party in
      its
      sole discretion) in any such action and to participate and to participate in
      the
      defense thereof, and the fees and expenses of such counsel shall be paid by
      such
      Indemnified Party, except that the Investor(s) and/or the Company shall be
      required to pay such fees and expense if (a) the Investor(s) or the Company
      agree to pay such fees and expenses, or (b) the Investor(s) and/or the Company
      shall fail to assume the defense of such action or proceeding or shall fail,
      in
      the sole discretion of such Indemnified Party, to employ counsel reasonably
      satisfactory to the Indemnified Party in any such action or proceeding, (c)
      the
      Investor(s) and the Company are the plaintiff in any such action or proceeding
      or (d) the named or potential parties to any such action or proceeding
      (including any potentially impleaded parties) include both the Indemnified
      Party, the Company and/or the Investor(s) and the Indemnified Party shall have
      been advised by counsel that there may be one or more legal defenses available
      to it which are different from or additional to those available to the Company
      or the Investor(s). The Investor(s) and the Company shall be jointly and
      severally liable to pay fees and expenses of counsel pursuant to the preceding
      sentence, except that any obligation to pay under clause (a) shall apply only
      to
      the party so agreeing. All such fees and expenses payable by the Company and/or
      the Investor(s) pursuant to the foregoing sentence shall be paid from time
      to
      time as incurred, both in advance of and after the final disposition of such
      action or claim. The obligations of the parties under this section shall survive
      any termination of this Agreement, and resignation or removal of the Escrow
      Agent shall be independent of any obligation of Escrow Agent.

     

    The
      parties agree that neither payment by the Company or the Investor(s) of any
      claim by Escrow Agent for indemnification hereunder shall impair, limit, modify,
      or affect, as between the Investor(s) and the Company, the respective rights
      and
      obligations of Investor(s), on the one hand, and the Company, on the other
      hand.

     

    12.           Expenses
      of Escrow Agent.
      Except
      as set forth in Section 11 the Company shall reimburse Escrow Agent for all
      of
      its reasonable out-of-pocket expenses, including attorneys’ fees, travel
      expenses, telephone and facsimile transmission costs, postage (including express
      mail and overnight delivery charges), copying charges and the like. All of
      the
      compensation and reimbursement obligations set forth in this Section shall
      be
      payable by the Company, upon demand by Escrow Agent. The obligations of the
      Company under this Section shall survive any termination of this Agreement
      and
      the resignation or removal of Escrow Agent.

     

    13.           Warranties.

     

    a.           The
      Investor(s) makes the following representations and warranties to Escrow
      Agent:

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (i)           The
      Investor(s) has full power and authority to execute and deliver this Agreement
      and to perform its obligations hereunder.

     

    (ii)          This
      Agreement has been duly approved by all necessary action of the Investor(s),
      including any necessary approval of the limited partner of the Investor(s)
      or
      necessary corporate approval, as applicable, has been executed by duly
      authorized officers of the Investor(s), enforceable in accordance with its
      terms.

     

    (iii)          The
      execution, delivery, and performance of the Investor(s) of this Agreement will
      not violate, conflict with, or cause a default under any agreement of limited
      partnership of Investor(s) or the articles of incorporation or bylaws of the
      Investor(s) (as applicable), any applicable law or regulation, any court
      order or administrative ruling or degree to which the Investor(s) is a party
      or
      any of its property is subject, or any agreement, contract, indenture, or other
      binding arrangement.

     

    (iv)          Mark
      Angelo has been duly appointed to act as the representative of the Investor(s)
      hereunder and has full power and authority to execute, deliver, and perform
      this
      Escrow Agreement, to execute and deliver any Joint Written Direction, to amend,
      modify, or waive any provision of this Agreement, and to take any and all other
      actions as the Investor(s)’s representative under this Agreement, all without
      further consent or direction form, or notice to, the Investor(s) or any other
      party.

     

    (v)           No
      party
      other than the parties hereto and the Investor(s)s have, or shall have, any
      lien, claim or security interest in the Escrow Funds or any part thereof. No
      financing statement under the Uniform Commercial Code is on file in any
      jurisdiction claiming a security interest in or describing (whether specifically
      or generally) the Escrow Funds or any part thereof.

     

    (vi)          All
      of
      the representations and warranties of the Investor(s) contained herein are
      true
      and complete as of the date hereof and will be true and complete at the time
      of
      any disbursement from the Escrow Funds.

     

    b.           
      The
      Company makes the following representations and warranties to the Escrow
      Agent:

     

    (i)           
      The
      Company is
      a
      corporation duly organized, validly existing, and in good standing under the
      laws of the State of Nevada and has full power and authority to execute and
      deliver this Agreement and to perform its obligations hereunder.

     

    (ii)           This
      Agreement has been duly approved by all necessary corporate action of the
      Company, including any necessary shareholder approval, has been executed by
      duly
      authorized officers of the Company, enforceable in accordance with its
      terms.

     

    (iii)          The
      execution, delivery, and performance by the Company of this Agreement is in
      accordance with the Securities Purchase Agreement and will not violate, conflict
      with, or cause a default under the certificate of incorporation or bylaws of
      the
      Company, any applicable law or regulation, any court order or administrative
      ruling or decree to which the Company is a party or any of its property is
      subject, or any agreement, contract, indenture, or other binding arrangement,
      including without limitation to the Securities Purchase Agreement, to which
      the
      Company is a party.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (iv)           Michael
      Piazza has been duly appointed to act as the representative of the Company
      hereunder and has full power and authority to execute, deliver, and perform
      this
      Agreement, to execute and deliver any Joint Written Direction, to amend, modify
      or waive any provision of this Agreement and to take all other actions as the
      Company’s Representative under this Agreement, all without further consent or
      direction from, or notice to, the Company or any other party.

     

    (v)           
      No
      party
      other than the parties hereto and the Investor(s)s have, or shall have, any
      lien, claim or security interest in the Escrow Funds or any part thereof. No
      financing statement under the Uniform Commercial Code is on file in any
      jurisdiction claiming a security interest in or describing (whether specifically
      or generally) the Escrow Funds or any part thereof.

     

    (vi)           All
      of
      the representations and warranties of the Company contained herein are true
      and
      complete as of the date hereof and will be true and complete at the time of
      any
      disbursement from the Escrow Funds.

     

    14.           
      Consent
      to Jurisdiction and Venue.
      In the
      event that any party hereto commences a lawsuit or other proceeding relating
      to
      or arising from this Agreement, the parties hereto agree that the United States
      District Court for the District of New Jersey shall have the sole and exclusive
      jurisdiction over any such proceeding. If all such courts lack federal subject
      matter jurisdiction, the parties agree that the Superior Court Division of
      New
      Jersey, Chancery Division of Hudson County shall have sole and exclusive
      jurisdiction. Any of these courts shall be proper venue for any such lawsuit
      or
      judicial proceeding and the parties hereto waive any objection to such venue.
      The parties hereto consent to and agree to submit to the jurisdiction of any
      of
      the courts specified herein and agree to accept the service of process to vest
      personal jurisdiction over them in any of these courts.

     

    15.           
      Notice.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been validly served, given or delivered five (5) days after
      deposit in the United States mails, by certified mail with return receipt
      requested and postage prepaid, when delivered personally, one (1) day delivered
      to any overnight courier, or when transmitted by facsimile transmission and
      upon
      confirmation of receipt and addressed to the party to be notified as
      follows:

     

    
      	
              If
                to Investor(s), to:

            	
              Cornell
                Capital Partners, LP

            
	 	
              101
                Hudson Street - Suite 3700

            
	 	
              Jersey
                City, NJ 07302

            
	 	
              Attention:

            	
              Mark
                Angelo

            
	 	 	
              Portfolio
                Manager

            
	 	
              Telephone:

            	
              (201)
                985-8300

            
	 	
              Facsimile:
                

            	
              (201)
                985-8266

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to Escrow Agent, to:

            	
              David
                Gonzalez, Esq.

            
	 	
              101
                Hudson Street - Suite 3700

            
	 	
              Jersey
                City, NJ 07302

            
	 	
              Telephone:

            	
              (201)
                985-8300

            
	 	
              Facsimile:

            	
              (201)
                985-8266

            
	 	 	 
	
              If
                to the Company, to:

            	
              Ignis
                Petroleum Group, Inc.

            
	 	
              100
                Crescent Court - 7th
                Floor

            
	 	
              Dallas,
                TX 75201

            
	 	
              Attention:

            	
              Michael
                Piazza

            
	 	
              Telephone:

            	
              (214)
                459-8188

            
	 	
              Facsimile:

            	
              (214)
                459-3101

            
	 	 	 
	
              With
                a copy to:

            	
              Sichenzia
                Ross Friedman Ference LLP

            
	 	
              1065
                Avenue of the Americas - 21st
                Floor

            
	 	
              New
                York, NY 10018

            
	 	
              Attention:

            	
              Gregory
                Sichenzia, Esq.

            
	 	
              Telephone:

            	
              (212)
                930-9700

            
	 	
              Facsimile:

            	
              (212)
                930-9725

            
	 	 	 
	 	
              And

            
	 	 	 
	 	
              Cantey
                & Hanger, LLP

            
	 	
              801
                Cherry Street, Suite 2100

            
	 	
              Fort
                Worth, Texas 76102

            
	 	
              Attention:

            	
              Douglas
                W. Clayton, Esq.

            
	 	
              Telephone:

            	
              (817)
                877-2890

            
	 	
              Facsimile:

            	
              (817)
                877-2807

            


    

     

    Or
      to
      such other address as each party may designate for itself by like
      notice.

     

    16.          Amendments
      or Waiver.
      This
      Agreement may be changed, waived, discharged or terminated only by a writing
      signed by the parties hereto. No delay or omission by any party in exercising
      any right with respect hereto shall operate as waiver. A waiver on any one
      occasion shall not be construed as a bar to, or waiver of, any right or remedy
      on any future occasion.

     

    17.          Severability.
      To the
      extent any provision of this Agreement is prohibited by or invalid under
      applicable law, such provision shall be ineffective to the extent of such
      prohibition, or invalidity, without invalidating the remainder of such provision
      or the remaining provisions of this Agreement.

     

    18.          Governing
      Law.
      This
      Agreement shall be construed and interpreted in accordance with the internal
      laws of the State of New Jersey without giving effect to the conflict of laws
      principles thereof.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    19.          Entire
      Agreement.
      This
      Agreement constitutes the entire Agreement between the parties relating to
      the
      holding, investment, and disbursement of the Escrow Funds and sets forth in
      their entirety the obligations and duties of the Escrow Agent with respect
      to
      the Escrow Funds.

     

    20.          Binding
      Effect.
      All of
      the terms of this Agreement, as amended from time to time, shall be binding
      upon, inure to the benefit of and be enforceable by the respective heirs,
      successors and assigns of the Investor(s), the Company, or the Escrow
      Agent.

     

    21.          Execution
      of Counterparts.
      This
      Agreement and any Joint Written Direction may be executed in counter parts,
      which when so executed shall constitute one and same agreement or
      direction.

     

    22.          Termination.
      Upon the
      first to occur of the disbursement of all amounts in the Escrow Funds pursuant
      to Joint Written Directions or the disbursement of all amounts in the Escrow
      Funds into court pursuant to Section 7 hereof, this Agreement shall terminate
      and Escrow Agent shall have no further obligation or liability whatsoever with
      respect to this Agreement or the Escrow Funds.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


    


    



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF
      the
      parties have hereunto set their hands and seals the day and year above set
      forth.

     

    
      	 	
              Ignis
                Petroleum Group, Inc.

            
	 	 	 
	 	
              By:
                /s/
                MICHAEL PIAZZA

            
	 	
              Name:

            	
              Michael
                Piazza

            
	 	
              Title:

            	
              President
                & CEO

            
	 	 	 
	 	 	 
	 	 	 
	 	
              Cornell
                Capital Partners, LP

            
	 	 	 
	 	
              By:

            	
              Yorkville
                Advisors, LLC

            
	 	
              Its:

            	
              General
                Partner

            
	 	 	 
	 	
              By:
                /s/
                MARK ANGELO

            
	 	
              Name:

            	
              Mark
                Angelo

            
	 	
              Title:

            	
              Portfolio
                Manager

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:/s/
                DAVID GONZALEZ

            
	 	
              Name:

            	
              David
                Gonzalez, Esq.

            


    

     

     

    11