EXHIBIT
      10.5

    


    ESCROW/LOCK-UP
      AGREEMENT

    


    This
      Escrow/Lock-Up Agreement (this “Agreement”)
      dated
      as of January 10, 2006, is made by and among Telecomm Sales Network, Inc., a
      Delaware corporation (“Pubco”),
      Daniel Ferguson, an individual, in his capacity as Shareholder Agent (as defined
      below), EnviroSystems, Inc., a Nevada corporation (the “Company”
or
      “EnviroSystems”),
      and
      Jerold K. Levien, Esq., as Escrow Agent (the “Escrow
      Agent”).

    


    RECITALS

    


    WHEREAS,
      pursuant to an Agreement and Plan of Merger, made and entered into as of
      November 11, 2005, by and among Pubco, TSN Acquisition Corporation, a Nevada
      corporation and an indirect wholly owned subsidiary of Pubco (“Merger
      Sub”)
      and
      the Company (the "Merger
      Agreement"),
      at
      the Effective Time, Merger Sub will be merged with and into the Company (the
      “Merger”),
      with
      the Company as the surviving corporation in accordance with the terms of the
      Merger Agreement.

    


    WHEREAS,
      pursuant to Section
      2.11
      of the
      Merger Agreement all shares of Pubco Common Stock to be issued (and/or reserved
      for issuance) to (i) holders of EnviroSystems Preferred Stock in the Merger
      and
      (ii) upon exercise of EnviroSystems Options and Warrants, if exercised, for
      Pubco Common Stock in the future (each a “Shareholder”
      and
      collectively the “Shareholders”)
      shall
      be deposited directly by Pubco into an Escrow Account and held by the Escrow
      Agent;

    


    WHEREAS,
      the
      Shareholders have appointed Daniel Ferguson, to act as their agent (the
“Shareholder
      Agent”);

    


    WHEREAS,
      pursuant to Section
      7.5(b)
      of the
      Merger Agreement, Pubco, MV Nanotech and any of their respective affiliates
      shall have a claim against the Escrow Shares held in the Escrow Account for
      the
      benefit of the prior holders of EnviroSystems Preferred Stock or EnviroSystems
      Options and Warrants in order to satisfy any claims for Losses;

    


    WHEREAS,
      a
      material condition to the consummation of the transactions contemplated by
      the
      Merger Agreement is that the parties hereto enter into this
      Agreement.

    


    AGREEMENT

    


    NOW
      THEREFORE,
      as a
      material inducement to Pubco, Merger Sub and the Company to consummate the
      transactions contemplated by the Merger Agreement, and for other good and
      valuable consideration, the receipt and adequacy of which is hereby
      acknowledged, the parties hereby agree as follows:

     

    SECTION
      1.DEFINED
      TERMS

     

    Capitalized
      terms used herein without definition shall have the meanings ascribed to them
      in
      the Merger Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SECTION
      2.  CONSENT
      OF SHAREHOLDERS

     

    The
      Merger Agreement and this Agreement were approved by the shareholders of the
      Company at the Company’s Annual Meeting of Stockholders held on December 28,
      2005, and, accordingly, the Shareholders shall be deemed to have consented,
      without any further act of any such Shareholder, to (i) the establishment of
      an
      escrow account (the "Escrow
      Account")
      pursuant to this Agreement to (x) provide for the limitations on sales and
      transfers of Escrow Shares pursuant to the Pubco Lock-Up, and (y) to secure
      the
      indemnification obligations of the prior holders of EnviroSystems Preferred
      Stock and EnviroSystems Options and Warrants pursuant to Section
      7.5
      of the
      Merger Agreement, (ii) the appointment of the Shareholder Agent as agent for
      the
      Shareholders in all respects, (iii) the taking by the Shareholder Agent of
      any
      and all actions, including the execution by the Shareholder Agent of any and
      all
      agreements, instruments or other documents, (iv) the appointment of the Escrow
      Agent, and (v) all of the other terms and conditions of this
      Agreement.

     

    SECTION
      3.  ESCROW

     

    3.1.    SHARES
      TO
      BE PLACED IN ESCROW. 

     

    (a)  Pursuant
      to Section
      2.11
      of the
      Merger Agreement, on the Closing Date, Pubco shall issue certificates for the
      aggregate number of shares of Pubco Common Stock issuable (and/or reserved
      for
      issuance) to holders of (i) EnviroSystems Preferred Stock in the Merger and
      (ii)
      upon exercise of Envirosystems Options and Warrants, if exercised, for Pubco
      Common Stock in the future (the "Escrow
      Shares")
      in the
      name of the Escrow Agent evidencing the shares of Pubco Common Stock to be
      held
      in the Escrow Account in accordance with this Agreement. The Escrow Shares
      shall
      be held by the Escrow Agent in the Escrow Account in accordance with the
      provisions of this Agreement and shall not be subject to any lien, attachment,
      trustee process or any other judicial process of any creditor of any party
      hereto or the Shareholders.

     

    (b)  The
      Escrow Shares allocable to each Shareholder shall be as set forth opposite
      each
      Shareholder’s name on Exhibit
      A
      hereto.
      Such Exhibit A shall set forth (i) the name of each Shareholder, (ii) the number
      of shares of Pubco Common Stock received by such Shareholder in the Merger
      or
      receivable upon the exercise, if any, of Envirosystems Options and Warrants,
      and
      (iii) the number of Escrow Shares subject to the indemnification obligations
      set
      forth in Section
      7.5
      of the
      Merger Agreement and Section
      5,
      hereof.

     

    3.2.    ADJUSTMENT
      OF EXHIBIT A. If and when Pubco changes the Escrow Shares as provided in
Section
      4.3
      hereof,
      or otherwise deposits additional Escrow Shares with the Escrow Agent, Escrow
      Agent, shall revise Exhibit
      A, subject
      to Pubco’s review and consent, to reflect such change or deposit. In the event
      of any prior release of Escrow Shares to an Indemnified Party pursuant to
Section
      5,
      hereof,
      or otherwise pursuant to Section
      6,
      hereof,
      Escrow Agent shall revise Exhibit
      A,
      as
      pro
      rata appropriate, subject to Pubco’s review and consent, to reflect such release
      by reducing the number of Indemnity Escrow Shares (as hereinafter defined)
      opposite the appropriate Shareholder’s name. Escrow Agent shall deliver any
      revised Exhibit
      A
      in
      accordance with Section
      13.4
      hereof.
      Upon such delivery, any such revised Exhibit
      A
      (i)
      shall be deemed appended to this Agreement in replacement of the prior
Exhibit
      A
      and (ii)
      shall constitute Exhibit
      A
      for all
      purposes under this Agreement.

     

    
      
         

      

      
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    SECTION
      4.  SHAREHOLDER
      RIGHTS

     

    4.1.    VOTING
      OF
      ESCROW SHARES. The Shareholders shall be entitled to vote the number of Escrow
      Shares set forth opposite their names forth on Exhibit
      A,
      as
      amended from time to time. Pubco shall give the Shareholder Agent at least
      as
      much notice of meetings of shareholders as it gives its shareholders generally.
      The Shareholder Agent shall promptly inform each Shareholder of each such
      meeting and of the matters to be considered at such meeting. The Shareholder
      Agent shall, in accordance with the instructions received from the Shareholders,
      direct the Escrow Agent in writing as to the exercise of voting rights
      pertaining to the Escrow Shares as to which such voting instructions have been
      received, and the Escrow Agent shall comply with any such written instructions.
      In the absence of such instructions, the Escrow Agent shall not vote any of
      the
      Escrow Shares. The Shareholder Agent shall have no obligation to solicit
      consents or proxies from the Shareholders for purposes of any such
      vote.

     

    4.2.    DIVIDENDS.
      Any cash, securities (other than Pubco Common Stock) or other property
      distributed as a dividend in respect of any Escrow Shares shall be paid by
      Pubco
      directly to the Shareholders.

     

    4.3.    CHANGE
      IN
      ESCROW SHARES. If, after the date of this Agreement, the Escrow Shares shall
      have been changed into a different number of shares or a different type or
      class
      of securities, by reason of any stock dividend, subdivision, reclassification,
      recapitalization, split, combination, merger or exchange of shares, such
      different number of shares or type or class of securities shall be held in
      the
      Escrow Account subject to the provisions of this Agreement to the same extent
      as
      the Escrow Shares, and the provisions of this Agreement shall be correspondingly
      adjusted to the extent appropriate to reflect equitably such stock dividend,
      subdivision, reclassification, recapitalization, split, combination, merger
      or
      exchange of shares.

     

    4.4.    TRANSFERABILITY.
      The interests of the Shareholder Agent and the Shareholders in the Escrow
      Account and in the Escrow Shares shall not be assignable or transferable, other
      than by operation of law. No transfer of any of such interests by operation
      of
      law shall be recognized or given effect until Pubco and Escrow Agent shall
      have
      received written notice of such transfer.

     

    4.5.    FRACTIONAL
      SHARES. No fractional shares of Pubco Common Stock shall be retained in or
      released from the Escrow Account pursuant to this Agreement. In connection
      with
      any release of Escrow Shares from the Escrow Account, any Shareholder who would
      otherwise be entitled to receive a fraction of a share of Pubco Common Stock
      (after aggregating all fractional shares of Pubco Common Stock issuable to
      such
      Shareholder) shall be paid by Pubco in cash the dollar amount (rounded to the
      nearest whole cent), without interest, determined by multiplying such fraction
      by the greater
      of (1) the Pubco PIPE Share Price, and (2) if the Pubco Common Stock is listed
      or quoted for trading on an exchange or quotation system, the average closing
      bid price (or last sale price) of the Pubco Common Stock for the twenty (20)
      trading days prior to the date such of such calculation, and
      such
      fraction of a share shall be returned to Pubco.

     

    
      
         

      

      
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    4.6.    ESCROW
      SHARE REGISTRATION RIGHTS. In the event that following the earlier to occur
      of
      the expiration of the Pubco Lock-Up or the release of Escrow Shares pursuant
      to
Sections
      6.2,
      6.3
      or
6.4
      hereof,
      such Escrow Shares are not then freely tradable by the holders thereof, such
      holders shall have a one (1) time right to demand that Pubco file a registration
      statement (the "Pubco
      Escrow Shares Registration Statement"),
      covering the resale of such Escrow Shares at Pubco's expense. Such demand must
      be made no later than sixty (60) days prior to or one (1) year following the
      expiration date of the Pubco Lock-Up, or the date such Escrow Shares were
      released from Escrow Account and must be made in writing and signed by holders
      owning no less than 50.1% of all of the Escrow Shares not then freely tradable.
      Pubco will use its best efforts to cause such Pubco Escrow Shares Registration
      Statement to be declared effective by the Commission as soon as possible, but
      in
      no event later than 150 days from the date of such demand.

     

    SECTION
      5.  INDEMNIFICATION;
      CLAIM PROCEDURES

     

    5.1.    INDEMNIFICATION.
      Pursuant to Section
      7.5
      of the
      Merger Agreement, from and after the Closing Date, and for the one (1) year
      period following the Closing Date, those Escrow Shares issued or issuable to
      prior holders of Envirosystems Preferred Stock or Envirosystems Options and
      Warrants (such holders shall be referred to collectively as the “Indemnity
      Shareholders”
and
      such Escrow Shares shall be collectively referred to as the “Indemnity
      Escrow Shares”)
      shall
      be available to compensate each Indemnified Party for Losses incurred by such
      Indemnified Party resulting from a Damage Event. The Company, and the
      Shareholder Agent on behalf of the Shareholders, expressly agree that the
      Indemnity Escrow Shares (i) shall be security for such indemnity obligation,
      subject to the limitations and in the manner provided for in this Agreement
      and
      (ii) are subject to release to any Indemnified Party upon the terms set forth
      herein.

     

    5.2.    CLAIM
      PROCEDURE.

     

    (a)  If
      any
      Indemnified Party determines in good faith that there is or has been a Damage
      Event giving rise to an indemnification obligation under Section
      7.5
      of the
      Merger Agreement, and such Indemnified Party wishes to make a claim against
      the
      Indemnity Escrow Shares with respect to such possible Damage Event, then such
      Indemnified Party shall deliver to the Shareholder Agent (with a copy to the
      Escrow Agent) a written notice of such possible Damage Event (a "Claim
      Notice")
      setting forth (i) a brief description of the circumstances supporting such
      Indemnified Party's belief that such possible Damage Event exists or has
      occurred, and (ii) a non-binding, preliminary estimate of the aggregate dollar
      amount of all Losses that have arisen and may arise as a direct or indirect
      result of such possible Damage Event (such aggregate amount being referred
      to as
      the "Claim
      Amount").

     

    (b)  If
      the
      Shareholder Agent shall object in good faith to any portion of any Claim Amount
      specified in any Claim Notice, the Shareholder Agent shall, within thirty (30)
      calendar days after the deemed delivery by the Indemnified Party to the
      Shareholder Agent of such Claim Notice in accordance with Section
      13.4,
      deliver
      to the Escrow Agent (with a copy to the Indemnified Party) a certificate,
      executed by the Shareholder Agent (a "Certificate
      of Objections"):

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    


    (i)
      specifying each such amount to which the Shareholder Agent objects in good
      faith; and

    


    (ii)
      specifying in reasonable detail the nature and basis for each such good faith
      objection.

     

    (c)  If
      the
      Escrow Agent shall not have received a Certificate of Objections objecting
      to a
      Claim Amount within thirty (30) calendar days after delivery to the Shareholder
      Agent of a Claim Notice specifying such Claim Amount, the Shareholders and
      the
      Shareholder Agent shall be deemed to have acknowledged that the Claim Amount
      claimed on such Claim Notice is correct and final and the Escrow Agent shall,
      transfer to such Indemnified Party from the Indemnity Escrow Shares (such
      transfer to be applied and deducted from the Indemnity Escrow Shares pro rata
      in
      accordance with each Indemnity Shareholder's pro rata share of the Indemnity
      Escrow Shares) that number
      of
      Indemnity Escrow Shares having a value equal to the quotient of (i) the
      aggregate Losses suffered or incurred by such Indemnified Party, divided by
      (ii)
      the greater of (1) the Pubco PIPE Share Price, and (2) the average closing
      bid
      price (or last sale price) of the Pubco Common Stock for the twenty (20) trading
      days prior to the date such Losses were incurred (the “Escrow
      Share Value”).

     

    (d)  If
      a
      Certificate of Objections delivered by the Shareholder Agent in response to
      a
      Claim Notice contains instructions to the effect that Indemnity Escrow Shares
      having an Escrow Share Value equal to a specified portion (but not the entire
      amount) of the Claim Amount set forth in such Claim Notice are to transferred
      to
      an Indemnified Party, then (i) the Escrow Agent shall be authorized to transfer
      to such Indemnified Party that number of Indemnity Escrow Shares having an
      Escrow Share Value equal to such specified portion of such Claim Amount, and
      (ii) the procedures set forth in Section
      5.2(e)
      below
      shall be followed with respect to the remaining portion of such Claim
      Amount.

     

    (e)  If
      the
      Escrow Agent shall have received a Certificate of Objections within thirty
      (30)
      calendar days after delivery to the Shareholder Agent of a Claim Notice,
      disputing all or a portion of the Claim Amount set forth in such Claim Notice
      (such Claim Amount or the disputed portion thereof being referred to as the
      "Disputed
      Amount"),
      then,
      notwithstanding anything contained in Section
      6
      hereof,
      the Escrow Agent shall continue to hold in the Escrow Account (in addition
      to
      any other Escrow Shares permitted to be retained in the Escrow, whether in
      connection with any other dispute or otherwise), Escrow Shares having an Escrow
      Share Value equal to 100% of the Disputed Amount. Such Escrow Shares shall
      continue to be held in the Escrow Account until such time as (i) the applicable
      Indemnified Party and the Shareholder Agent execute a settlement agreement
      containing instructions regarding the release of such shares, and a copy of
      such
      settlement agreement is provided to Escrow Agent, or (ii) the Escrow Agent
      receives a copy of a final, non-appealable court order of a court of competent
      jurisdiction containing instructions to the Escrow Agent regarding the release
      of such Escrow Shares. The Escrow Agent shall thereupon release such Escrow
      Shares from the Escrow Account in accordance with the instructions set forth
      in
      such settlement agreement or court order.

     

    (f)  Notwithstanding
      anything to the contrary set forth in this Section
      5,
      the
      Escrow Agent shall not release to an Indemnified Party, and no Indemnified
      Party
      shall be entitled to receive, any Escrow Shares in respect of indemnification
      obligations under Section
      7.5
      of the
      Merger Agreement unless and until the aggregate Losses incurred by all
      Indemnified Parties resulting from one or more Damage Events exceeds the Damage
      Threshold of $100,000.

     

    
      
         

      

      
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    SECTION
      6.  PUBCO
      LOCK-UP; RELEASE OF SHARES TO SHAREHOLDERS

     

    6.1.    PUBCO
      LOCK-UP. 

     

    (a)  The
      Escrow Shares shall be held by the Escrow Agent and the Shareholders shall
      not,
directly
      or indirectly, offer, sell, pledge, hypothecate, contract to sell (including
      any
      short sale), grant any option to purchase, enter into any contract to sell
      or
      otherwise dispose of or transfer any Escrow Shares for the period commencing
      on
      the date hereof and ending on
      the
      date that is the later to occur of (a) twelve (12) months after the date of
      the
      Merger Closing and (b) nine (9) months from the date the Commission declares
      the
      Pubco Registration Statement effective (the "Pubco
      Lock-Up Termination Date"),
      provided, however, that in no event shall the Pubco Lock-Up Termination Date
      be
      later than fifteen (15) months after the Merger Closing and further provided
      that any such Escrow Shares held and reserved for issuance upon exercise of
      EnviroSystems Options and Warrants shall be held by the Escrow Agent until
      the
      latter of the Pubco Lock-Up Termination Date or the exercise or the date upon
      which all such EnviroSystems Options and Warrants have been exercised and/or
      have expired. 

     

    (b)  Upon
      any
      exercise of EnviroSystems Options and Warrants prior to the Pubco Lock-Up
      Termination Date, the shares of Pubco Common Stock issuable upon such exercise
      shall become Escrow Shares and shall be held by the Escrow Agent for the benefit
      of the holder exercising such EnviroSystems Option and Warrant and delivered
      to
      such Person as provided in Section
      6.2
      below.
      Upon any exercise of EnviroSystems Options and Warrants on or after the Pubco
      Lock-Up Termination Date, the shares of Pubco Common Stock issuable upon such
      exercise shall be delivered by the Escrow Agent to the holder exercising such
      EnviroSystems Option and Warrant. All cash or other consideration payable upon
      exercise of the EnviroSystems Options and Warrants shall be paid to the Escrow
      Agent for the benefit of the holders of EnviroSystems Preferred Stock. The
      Escrow Agent shall distribute all such consideration to the holders of
      EnviroSystems Preferred Stock pro rata as their percentage interests appear
      on
Exhibit
      C
      attached
      hereto at such time as such consideration becomes available by reason of the
      exercise of an EnviroSystems Option and Warrant. 

     

    6.2.    RELEASE
      UPON TERMINATION OF PUBCO LOCK-UP. On the first business day following the
      Pubco
      Lock-Up Termination Date, the Escrow Agent shall release to the Shareholders
      from the Escrow Account all Escrow Shares then held in the Escrow Account other
      than (i) Escrow Shares that at the time are the subject of a Claim Notice or
      Dispute Notice and (ii) Escrow Shares held for issuance upon exercise of
      EnviroSystems Options and Warrants From and after the Pubco Lock-Up Termination
      Date (i) any Escrow Shares remaining that are subject of a Claim Notice or
      Dispute Notice, and not held for issuance upon exercise of EnviroSystems Options
      and Warrants, shall be released upon the resolution of the dispute providing
      the
      basis for the Claim Notice or Dispute Notice in accordance with Section
      5.2(e), and
      (ii)
      Escrow Shares reserved for issuance upon exercise of EnviroSystems Options
      and
      Warrants shall be issued to the holders thereof upon their exercise. Any Escrow
      Shares remaining after the exercise and/or expiration of all EnviroSystems
      Options and Warrants shall be distributed to the holders of EnviroSystems
      Preferred Stock pro rata as their percentage interests appear on Exhibit
      C
      attached
      hereto.

     

    
      
         

      

      
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    6.3.    RELEASE
      UPON EXERCISE OF MV NANOTECH WARRANT BY MV NANOTECH AND SALE OF UNDERLYING
      SHARES. Notwithstanding anything to the contrary contained in Section
      6.1
      above,
      in the event that MV Nanotech exercises the MV Nanotech Warrant and sells the
      underlying shares of common stock, in full or any part, MV Nanotech shall
      promptly send notice of such exercise and sale to the Shareholder Agent with
      a
      Copy to the Escrow Agent (an “Exercise
      Notice”).
      Upon
      receipt of an Exercise Notice, the Escrow Agent shall release Escrow Shares,
      other than Indemnity Escrow Shares, which shall remain subject to Section
      5
      and
Section
      6
      hereof,
      to the Shareholders. At such time as any such Escrow Shares released pursuant
      to
      this Section
      6.3,
      no
      longer constitute Indemnity Escrow Shares subject to Section
      5,
      the
      Escrow Agent shall thereupon release such Escrow Shares to the
      Shareholders.

     

    6.4.    RELEASE
      UPON EXERCISE OF MV NANOTECH WARRANT BY TRANSFEREES AND SALE OF UNDERLYING
      SHARES. Notwithstanding anything to the contrary contained in Section
      6.1
      above,
      MV Nanotech may, at any time, sell, assign or otherwise transfer (collectively
      a
“Transfer”)
      all or
      a portion of the MV Nanotech Warrant and such Transfer of the MV Nanotech
      Warrant will not cause the Pubco Lock-Up to be released. In connection with
      any
      such Transfer, MV Nanotech shall require as a condition of Transfer that the
      transferee agree to provide an Exercise Notice in the event of an exercise
      of
      the MV Nanotech Warrant and sale of the underlying shares as provided in
Section
      6.3
      above.
      If a Transfer is to an Affiliate of MV Nanotech, any subsequent exercise of
      all
      or a portion of the MV Nanotech Warrant and sale of the underlying shares by
      the
      MV Nanotech Affiliate will cause the Pubco Lock-Up to be released in accordance
      with Section
      6.3
      above.
      If a Transfer is to a Person that is not an Affiliate of MV Nanotech, then
      upon
      any subsequent exercise of the MV Nanotech Warrant and sale of the underlying
      shares by such non-Affiliate of MV Nanotech, the Pubco Lock-Up shall be released
      as to such number of Escrow Shares as shall equal the product of (i) the number
      of shares of Pubco Common Stock then subject to the Pubco Lock-Up by, (ii)
      a
      fraction (a) the numerator of which equals the number shares of Pubco Common
      Stock sold following any such exercise and (b) the denominator of which is
      the
      total number of shares of Pubco Common Stock underlying the MV Nanotech
      Warrant). Any partial release of the Pubco Lock-Up shall be made pro rata among
      the Escrow Shares, excluding Indemnity Escrow Shares. 

     

    6.5.    RELEASE
      BY PUBCO. Notwithstanding anything to the contrary herein contained, the Pubco
      Lock-Up may be released by Pubco, subject to the express prior written consent
      of MV Nanotech, which may be withheld in MV Nanotech’s sole
      discretion.

     

    6.6.    PROCEDURES
      FOR RELEASING SHARES.

     

    (a)  In
      the
      event that the Escrow Agent is required to release Escrow Shares to the
      Shareholders in accordance with Sections
      6.2, 6.3, 6.4 or 6.5
      hereof,
      the Escrow Agent shall be authorized to transfer to each Shareholder, and shall
      so transfer and release to each Shareholder, that number of Escrow Shares,
      subject to Section
      4.6
      hereof,
      as listed opposite each Shareholders name on Exhibit A, as adjusted to the
      date
      of such release.

     

    
      
         

      

      
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    (b)  Any
      release of Escrow Shares to the Shareholders pursuant to Section
      6
      hereof
      may be effected by mailing a stock certificate to the Shareholders certified
      mail, return receipt requested.

     

    6.7.    SALE
      OF
      ESCROW SHARES NOT RELEASED PURSUANT TO THIS SECTION 6. After the occurrence
      of
      an event described in Sections
      6.2, 6.3,
      and/or
6.4
      above,
      any Escrow Shares that are not released by the Escrow Agent pursuant to those
      Sections, Shareholder Agent may, upon written instructions from the Shareholders
      that beneficially own such Escrow Shares, sell such Escrow Shares on behalf
      of
      such Shareholders, provided that all proceeds from such sales are retained
      in
      the Escrow Account until such time as the underlying Escrow Shares would be
      eligible for release to the respective Shareholders pursuant to this Agreement.
      At such time, Escrow Agent shall release the escrowed funds to the proper
      Shareholders. The Shareholders, Shareholder Agent and Escrow Agent hereby
      expressly agree that Pubco shall have no direct and/or indirect liability and/or
      obligations whatsoever (including, but not limited to, indemnification rights
      and/or obligations provided in Section
      7
      of this
      Agreement), and hereby fully discharge and release Pubco from and hereby waive
      and relinquish, any and all claims, demands, contentions, and causes of action
      by reason of any matter or thing arising out of or in any way connected with
      or
      related to, directly or indirectly, any event relating to a sale of Escrow
      Shares.

     

    SECTION
      7.  FEES
      AND EXPENSES

     

    7.1.    ESCROW
      AGENT FEES AND EXPENSES. The Escrow Agent's fees, as set forth on Exhibit
      B
      hereto
      shall be, payable by Pubco. It is understood that the fees and usual charges
      agreed upon for services of the Escrow Agent shall be considered compensation
      for ordinary services as contemplated by this Agreement. In the event that
      the
      conditions of this Agreement are not promptly fulfilled, or if the Escrow Agent
      renders any service not provided for in this Agreement, or if the parties
      request a substantial modification of its terms, or if any controversy arises,
      or if the Escrow Agent is made a party to, or intervenes in, any litigation
      pertaining to this Agreement or its subject matter, the Escrow Agent shall
      be
      reasonably compensated for such extraordinary services and reimbursed for all
      reasonable costs, attorneys' fees, including allocated costs of in-house
      counsel, and expenses occasioned by such default, delay, controversy or
      litigation, and the Escrow Agent shall have the right to retain all documents
      and/or other things of value at any time held by the Escrow Agent in the Escrow
      Account until such compensation, fees, costs and expenses are paid. Any such
      extraordinary fees, costs and expenses shall be payable 50% by Pubco and 50%
      by
      the Shareholders pro rata by way of a sale of the Escrow Shares, which are
      not
      at that time Indemnity Escrow Shares, and disbursement of the proceeds from
      the
      Escrow Account at which time the amounts due by Shareholders hereunder shall
      then become due and payable. 

     

    7.2.    SHAREHOLDER
      AGENT'S FEES AND EXPENSES. All of Shareholder Agents (i) reasonable fees
      relating to its/his/her services performed in such capacity and (ii) all
      reasonable costs and expenses, including those of any legal counsel or other
      professional retained by the Shareholder Agent, in connection with the
      acceptance and administration of the Shareholder Agent's duties hereunder,
      up to
      a maximum of $25,000, shall be reimbursed to the Shareholder Agent by Pubco,
      upon presentment to Pubco of appropriate written documentation, reasonably
      acceptable to Pubco, itemizing such fees and expenses, with such supporting
      documentation that Pubco may reasonably request. Thereafter, any of such
      Shareholder Agent fees and expenses in excess of $25,000, shall be reimbursed
      to
      the Shareholder Agent by the Shareholders pro rata by way of a sale of the
      Escrow Shares, which are not at that time Indemnity Escrow Shares, and
      disbursement of the proceeds from the Escrow Account at which time the amounts
      due by the Shareholders hereunder shall then become due and payable. Pubco
      shall
      not be obligated to reimburse the Shareholder Agent for any fees charged or
      expenses (including attorneys' fees) incurred by the Shareholder Agent in
      connection with the Shareholder Agent's performance of his duties hereunder,
      in
      excess of $25,000. The Shareholder Agent hereby agrees that he shall not seek
      payment or reimbursement of any such fees and expenses in excess of $25,000,
      if
      any, from Pubco, the Surviving Corporation or the Company. Shareholder Agent
      agrees to only seek payment or reimbursement of all such fees and expenses,
      in
      excess of $25,000, from the Shareholders, or, in Shareholder Agent’s discretion,
      from the Escrow Account, provided, however, that if Shareholder Agent seeks
      reimbursement from the Escrow Account, the Escrow Shares that Shareholder Agent
      acquires as reimbursement shall remain subject to the Pubco-Lock
      Up.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    


    7.3.    LIMITATION
      ON PUBCO LIABILITY. In the event of a sale of Escrow Shares pursuant to
Sections
      7.1
      and
7.2
      above,
      the Shareholders, Shareholder Agent and Escrow Agent hereby expressly agree
      that
      Pubco shall have no direct and/or indirect liability and/or obligations
      whatsoever (including, but not limited to, indemnification rights and/or
      obligations provided in Section
      7
      of this
      Agreement), and hereby fully discharge and release Pubco from and hereby waive
      and relinquish, any and all claims, demands, contentions, and causes of action
      by reason of any matter or thing arising out of or in any way connected with
      or
      related to, directly or indirectly, any event relating to a sale of Escrow
      Shares.

     

    SECTION
      8.  TERMINATION
      

     

    This
      Agreement shall terminate on the later of: (a) the date on which all
      EnviroSystems Options and Warrants have been exercised and/or have become
      unexercisable or (b) there are no Escrow Shares or other property remaining
      in
      the Escrow Account. 

     

    SECTION
      9.  ESCROW
      AGENT; LIMITATION OF ESCROW AGENT'S LIABILITY

     

    9.1.    DUTIES
      OF
      THE ESCROW AGENT. The Escrow Agent shall have no duties or responsibilities
      other than those expressly set forth in this Agreement, and no implied duties
      or
      obligations shall be read into this Agreement against the Escrow Agent. The
      Escrow Agent shall have no duty to enforce any obligation of any person, other
      than as provided herein. The Escrow Agent shall be under no liability to anyone
      by reason of any failure on the part of any party hereto or any maker, endorser
      or other signatory of any document or any other person to perform such person's
      obligations under any such document.

     

    9.2.    LIABILITY
      OF THE ESCROW AGENT.

     

    (a)  In
      performing any duties under this Agreement, the Escrow Agent shall not be liable
      to any party for consequential damages, (including, without limitation lost
      profits) losses, or expenses, except for gross negligence or willful misconduct
      on the part of the Escrow Agent. The Escrow Agent shall not incur any such
      liability for any act or failure to act made or omitted in good faith or for
      any
      action taken or omitted in reliance upon any instrument, including any written
      statement or affidavit provided for in this Agreement that the Escrow Agent
      shall in good faith believe to be genuine, nor will the Escrow Agent be liable
      or responsible for forgeries, fraud, impersonations, or determining the scope
      of
      any representative authority. In addition, the Escrow Agent may consult with
      legal counsel in connection with the Escrow Agent's duties under this Agreement
      and shall be fully protected in any act taken, suffered, or permitted by him/her
      in good faith in accordance with the advice of counsel. The Escrow Agent is
      not
      responsible for determining and verifying the authority of any person acting
      or
      purporting to act on behalf of any party to this Agreement. The Escrow Agent
      shall not be responsible for the authenticity of any instructions, or be in
      any
      way liable for any unauthorized instruction or for acting on such an
      instruction, whether or not the person giving the instruction was, in fact,
      an
      authorized representative of Pubco and the Shareholder Agent.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    (b)  In
      no
      event shall the Escrow Agent be liable to the parties for any consequential,
      special, or exemplary damages, including but not limited to lost profits, from
      any cause whatsoever arising out of, or in any way connected with acting upon
      instructions believed by the Escrow Agent to be genuine. 

     

    (c)  Pubco
      and
      the Shareholders agree, to the extent of 50% for Pubco and 50% for the
      Shareholders, to jointly and severally indemnify and hold the Escrow Agent
      harmless against any and all losses, claims, damages, liabilities, and expenses,
      including reasonable costs of investigation, counsel fees, including allocated
      costs of in-house counsel and disbursements that may be imposed on the Escrow
      Agent or incurred by the Escrow Agent in connection with the performance of
      its/his/her duties under this Agreement, including but not limited to any
      litigation arising from this Agreement or involving its subject matter, except
      in the case of the Escrow Agent's gross negligence or willful misconduct. Any
      such indemnity obligation of the Shareholders shall be borne by the Shareholders
      pro rata by way of a sale of the Escrow Shares and disbursement of the proceeds
      from the Escrow Account. 

     

    (d)  If
      any
      controversy arises between the parties to this Agreement, or with any other
      party, concerning the subject matter of this Agreement, its terms or conditions,
      the Escrow Agent will not be required to determine the controversy or to take
      any action regarding it. The Escrow Agent may hold all documents and may wait
      for settlement of any such controversy by final appropriate legal proceedings
      or
      other means as, in the Escrow Agent's discretion, the Escrow Agent may require,
      despite what may be set forth elsewhere in this Agreement. In such event, the
      Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow
      Agent may at its option, file an action of interpleader requiring the parties
      to
      answer and litigate any claims and rights among themselves. In such event,
      the
      Escrow Agent is authorized to deposit with the clerk of the court all documents
      and funds held in the Escrow Account. Upon initiating such action, the Escrow
      Agent shall be fully released and discharged of and from all obligations and
      liability imposed by the terms of this Agreement.

     

    9.3.    SUCCESSOR
      ESCROW AGENT. In the event the Escrow Agent becomes unavailable or unwilling
      to
      continue in its capacity herewith, the Escrow Agent may resign and be discharged
      from its duties or obligations hereunder by giving the parties to this Agreement
      written notice 60 days' prior to the date when such resignation shall take
      effect. Pubco may appoint a successor Escrow Agent without the consent of the
      Shareholder Agent so long as such successor is a bank with assets of at least
      $100 million, and may appoint any other successor Escrow Agent with the consent
      of the Shareholder Agent, which consent shall not be unreasonably withheld.
      If,
      within such notice period, Pubco provides to the Escrow Agent written
      instructions with respect to the appointment of a successor Escrow Agent and
      directions for the transfer of any Escrow Shares then held by the Escrow Agent
      to such successor, the Escrow Agent shall act in accordance with such
      instructions and promptly transfer such Escrow Shares to such designated
      successor.

     

    9.4.    CHANGE
      OF
      CONTROL OF ESCROW AGENT. Any company into which the Escrow Agent may be merged
      or with which it may be consolidated, or any company to whom the Escrow Agent
      may transfer a substantial amount of its business, shall be the successor to
      the
      Escrow Agent without the execution or filing of any paper or any further act
      on
      the part of any of the parties, anything herein to the contrary
      notwithstanding.

     

    SECTION
      10.  SHAREHOLDER
      AGENT; LIMITATION OF SHAREHOLDER AGENT'S
      LIABILITY

     

    10.1.    DUTIES
      OF
      THE SHAREHOLDER AGENT. The Shareholder Agent shall have no duties or
      responsibilities other than those expressly set forth in this Agreement, and
      no
      implied duties or obligations shall be read into this Agreement against the
      Shareholder Agent. The Shareholder Agent shall have no duty to enforce any
      obligation of any person, other than as provided herein. The Shareholder Agent
      shall be under no liability to anyone by reason of any failure on the part
      of
      any party hereto or any maker, endorser or other signatory of any document
      or
      any other person to perform such person's obligations under any such
      document.

     

    10.2.    LIABILITY
      OF THE SHAREHOLDER AGENT.

     

    (a)  In
      performing any duties under this Agreement, the Shareholder Agent shall not
      be
      liable to any party for consequential damages, (including, without limitation
      lost profits) losses, or expenses, except for gross negligence or willful
      misconduct on the part of the Shareholder Agent. The Shareholder Agent shall
      not
      incur any such liability for any act or failure to act made or omitted in good
      faith or for any action taken or omitted in reliance upon any instrument,
      including any written statement or affidavit provided for in this Agreement
      that
      the Shareholder Agent shall in good faith believe to be genuine, nor will the
      Shareholder Agent be liable or responsible for forgeries, fraud, impersonations,
      or determining the scope of any representative authority. In addition, the
      Shareholder Agent may consult with legal counsel in connection with the
      Shareholder Agent's duties under this Agreement and shall be fully protected
      in
      any act taken, suffered, or permitted by him/her in good faith in accordance
      with the advice of counsel. The Shareholder Agent is not responsible for
      determining and verifying the authority of any person acting or purporting
      to
      act on behalf of any party to this Agreement. 

     

    (b)  Any
      and
      all losses, claims, damages, liabilities, and expenses, including reasonable
      costs of investigation, counsel fees, including allocated costs of in-house
      counsel and disbursements that may be imposed on the Shareholder Agent or
      incurred by the Shareholder Agent in connection with the performance of
      its/his/her duties under this Agreement, including but not limited to any
      litigation arising from this Agreement or involving its subject matter, except
      in the case of the Shareholder Agent's gross negligence or willful misconduct,
      shall be borne by the Shareholders pro rata by way of a sale of the Escrow
      Shares and disbursement of the proceeds from the Escrow Account.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    10.3.    SUCCESSOR
      SHAREHOLDER AGENT. In the event the Shareholder Agent becomes unavailable to
      continue in its capacity herewith, the Shareholder Agent may resign and be
      discharged from its duties or obligations hereunder by giving the parties to
      this Agreement written notice 60 days' prior to the date when such resignation
      shall take effect. After such notice and prior to the date when such resignation
      shall take effect, the Shareholders shall appoint a successor Shareholder Agent
      by majority vote of the Escrow Shares. 

     

    SECTION
      11.  RESOLUTION
      OF CONFLICTS

     

    11.1.    In
      case
      the Shareholder Agent shall timely object in writing to any claim or claims
      by a
      Pubco Indemnified Party made in any Claim Notice, as provided in Section
      5
      hereof,
      the Shareholder Agent and the Indemnified Party shall attempt in good faith
      for
      thirty (30) calendar days following delivery of the Certificate of Objections
      to
      agree upon the rights of the respective parties with respect to each of such
      claims. If the Shareholder Agent and the Indemnified Party should so agree,
      a
      memorandum setting forth such agreement shall be prepared and signed by both
      parties and shall be furnished to the Escrow Agent. The Escrow Agent shall
      be
      entitled to rely on any such memorandum and shall distribute amounts from the
      Escrow Fund in accordance with the terms thereof.

     

    11.2.    If
      no
      such agreement can be reached after good faith negotiation, either the Pubco
      Indemnified Party or the Shareholder Agent may, by written notice to the other,
      demand arbitration of the matter unless the amount of the damage or loss is
      at
      issue in pending litigation with a third party, in which event arbitration
      shall
      not be commenced until such amount is ascertained or both parties agree to
      arbitration; and in either such event the matter shall be settled by arbitration
      conducted by a single arbitrator. The arbitrator shall be jointly selected
      by
      the Indemnified Party and the Shareholder Agent within fifteen (15) calendar
      days after such written notice is sent, or absent such agreement, such
      arbitrator shall be appointed pursuant to the Commercial Arbitration Rules
      then
      in effect of the American Arbitration Association. The decision of the
      arbitrator as to the validity and amount of any claim in such Indemnification
      Notice shall be binding and conclusive upon the parties to this Agreement and
      the Escrow Agent shall be entitled to act in accordance with such decision
      and
      make or withhold payments out of the Escrow Fund in accordance
      therewith.

     

    11.3.    Any
      such
      arbitration shall be held in New York, New York under the Commercial Arbitration
      Rules then in effect of the American Arbitration Association. For purposes
      of
      this Section
      11,
      in any
      arbitration hereunder in which any claim or the amount thereof stated in the
      Indemnification Notice is at issue, the Pubco Indemnified Party shall be deemed
      to be the "Non-Prevailing Party" unless the arbitrator awards the Pubco
      Indemnified Party more than one-half (1/2) of the amount in dispute; otherwise,
      the Shareholder Agent (on behalf of the Shareholders) shall be deemed to be
      the
      Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay
      its
      own expenses, the fees of the arbitrator, the administrative fee of the American
      Arbitration Association, and the expenses, including without limitation,
      attorneys' fees and costs, reasonably incurred by the other party to the
      arbitration. Judgment upon any award rendered by the arbitrators may be entered
      in any court having jurisdiction.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    SECTION
      12.  TAX
      MATTERS

     

    12.1.    The
      parties agree to treat the Escrow Shares in the Escrow Account as owned by
      the
      applicable Shareholders in all cases, and to file all tax returns on a basis
      consistent with such treatment.

     

    12.2.    All
      earnings on the Escrow Shares, if any, shall be treated as having been received
      by the applicable Shareholders for United States federal income tax purposes
      whether or not such amounts are currently distributed to the applicable
      Shareholders. Unless otherwise required by law, the parties agree that, for
      United States federal income tax purposes, the applicable Shareholders shall
      report their pro rata shares of any earnings as their income.

     

    12.3.    The
      Escrow Agent annually shall file any applicable information returns with the
      IRS
      and provide payee statements to the Shareholders documenting any earnings.
      The
      Shareholders shall provide to the Escrow Agent within thirty (30) days after
      the
      Closing Date all forms and information necessary to complete such information
      returns and payee statements (including, without limitation, IRS Forms W-8
      or
      W-9, as applicable). In the event that the Escrow Agent becomes liable for
      the
      payment of Taxes relating to Earnings or any payment made hereunder (including,
      but not limited to, withholding Taxes), the Escrow Agent may deduct such Taxes
      from the amounts payable to the Shareholders from the Escrow Account, if any,
      or, to the extent no such amounts are payable to the Shareholders, the Escrow
      Agent may collect such Taxes directly from the applicable Shareholders. Except
      as otherwise provided in this Agreement, the Escrow Agent shall have no
      obligation to prepare or file any other tax returns, nor to pay any taxes or
      estimated taxes.

     

    SECTION
      13.  GENERAL

     

    13.1.    INSPECTION.
      The Escrow Shares shall at all times be clearly identified as being held by
      the
      Escrow Agent hereunder. Any party hereto may at any time during the Escrow
      Agent's business hours (with reasonable notice) inspect any records or reports
      relating to the Escrow Shares.

     

    13.2.    CONTROLLING
      DOCUMENT. To the extent provisions of the Merger Agreement are inconsistent
      with
      the provisions contained herewith, the Merger Agreement shall supersede this
      Agreement and be the controlling document; provided, however, that the
      provisions of Section
      9
      of this
      Agreement shall control for all purposes with regard to the Escrow Agent's
      duties.

     

    13.3.    OTHER
      AGREEMENTS. Nothing in this Agreement is intended to limit any of Pubco's or
      any
      other Indemnified Party’s rights, or any obligation of the Company or any
      Shareholder, under the Merger Agreement or under any other agreement entered
      into in connection with the transactions contemplated by the Merger
      Agreement.

     

    13.4.    NOTICES.
      Any notice or other communication required or permitted to be delivered to
      any
      party under this Agreement shall be in writing and shall be deemed properly
      delivered, given and received when delivered (by hand, by registered mail,
      by
      courier or express delivery service or by facsimile) to the address or facsimile
      telephone number set forth beneath the name of such party below (or to such
      other address or facsimile telephone number as such party shall have specified
      in a written notice given to the other parties hereto). Such notices shall
      be
      deemed delivered hereunder: (a) if delivered by hand or facsimile, when
      delivered; (b) if delivered by registered mail, three (3) business days after
      deposit in the United States Mail; or (c) if delivered by courier or express
      delivery service, one (1) business day following deposit with the courier or
      delivery service:

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    


    if
      to the
      Escrow Agent:

    


    Jerold
      K.
      Levien, Esq.

    81
      E.
      Hamilton Avenue

    Englewood,
      NJ 07631

    


    if
      to
      Pubco:

    


    Telecomm
      Sales Network, Inc.

    1900
      Wyatt Drive, Suite 15

    Santa
      Clara, CA 94054

    Attention:
      J. Lloyd Breedlove

    


    with
      a
      copy to:

    


    Gusrae,
      Kaplan, Bruno & Nusbaum PLLC

    120
      Wall
      Street

    New
      York,
      NY 10005

    Attention:
      Lawrence Nusbaum

     

    if
      to the
      Shareholder Agent:

    


    Daniel
      Ferguson

    17
      Bay
      Tree Lane

    Los
      Altos, CA 94022

    


    with
      a
      copy to:

    


    Perkins
      Coie LLP

    101
      Jefferson Drive

    Menlo
      Park, CA 94025

    Attention:
      Michael Glazer

     

    13.5.    COUNTERPARTS.
      This Agreement may be executed in two or more counterparts, each of which shall
      be deemed an original, and all of which together shall constitute one and the
      same instrument.

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

    13.6.    HEADINGS.
      The underlined headings contained in this Agreement are for convenience of
      reference only, shall not be deemed to be a part of this Agreement and shall
      not
      be referred to in connection with the construction or interpretation of this
      Agreement.

     

    13.7.    GOVERNING
      LAW; VENUE. This Agreement shall be governed by and construed in accordance
      with
      the internal laws of the State of New York without regard to the conflicts
      of
      laws principles thereof. Subject to Section
      11
      hereof,
      the parties hereto hereby irrevocably agree that any suit or proceeding arising
      directly and/or indirectly pursuant to or under this Agreement, shall be brought
      solely in a federal or state court located in the City, County and State of
      New
      York. By its execution hereof, the parties hereby covenant and irrevocably
      submit to the in personam
      jurisdiction of the federal and state courts located in the City, County and
      State of New York and agree that any process in any such action may be served
      upon any of them personally, or by certified mail or registered mail upon them
      or their agent, return receipt requested, with the same full force and effect
      as
      if personally served upon them in New York City. The parties hereto expressly
      and irrevocably waive any claim that any such jurisdiction is not a convenient
      forum for any such suit or proceeding and any defense or lack of in
      personam
      jurisdiction with respect thereto. In the event of any such action or
      proceeding, the party prevailing therein shall be entitled to payment from
      the
      other party hereto of its reasonable counsel fees and disbursements.


     

    13.8.    AMENDMENTS.
      This Agreement may not be amended, modified, altered or supplemented other
      than
      by means of a written instrument duly executed and delivered on behalf of Pubco,
      the Shareholder Agent and the Escrow Agent.

     

    13.9.    SEVERABILITY.
      In the event that any provision of this Agreement, or the application of any
      such provision to any Person or set of circumstances, shall be determined to
      be
      invalid, unlawful, void or unenforceable to any extent, the remainder of this
      Agreement, and the application of such provision to Persons or circumstances
      other than those as to which it is determined to be invalid, unlawful, void
      or
      unenforceable, shall not be impaired or otherwise affected and shall continue
      to
      be valid and enforceable to the fullest extent permitted by law.

     

    13.10.    ENTIRE
      AGREEMENT. This Agreement and the Merger Agreement and the other agreements
      contemplated in the Merger Agreement set forth the entire understanding of
      the
      parties relating to the subject matter hereof and thereof and supersede all
      prior agreements and understandings among or between any of the parties relating
      to the subject matter hereof and thereof.

     

    13.11.    CONSTRUCTION.

     

    (a)  For
      purposes of this Agreement, whenever the context requires: the singular number
      shall include the plural, and vice versa; the masculine gender shall include
      the
      feminine and neuter genders; the feminine gender shall include the masculine
      and
      neuter genders; and the neuter gender shall include the masculine and feminine
      genders.

     

    (b)  The
      parties hereto agree that any rule of construction to the effect that
      ambiguities are to be resolved against the drafting party shall not be applied
      in the construction or interpretation of this Agreement.

     

    (c)  As
      used
      in this Agreement, the words "include" and "including," and variations thereof,
      shall not be deemed to be terms of limitation, but rather shall be deemed to
      be
      followed by the words "without limitation."

     

    (d)  Except
      as
      otherwise indicated, all references in this Agreement to "Sections" are intended
      to refer to Sections of this Agreement.

     

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

    


    TELECOMM
      SALES NETWORK, INC.

     

    By:  
      /s/
      J.
      Lloyd Breedlove

    
      

    

    Name:
      J.
      Lloyd Breedlove

    Title:
      President

     

    Address:  
      1900
      Wyatt Drive, Suite 15

    Santa
      Clara, CA 94054

     

    ESCROW
      AGENT

     

    /s/
      Jerold K. Levien

    
      

    

    Name:
      Jerold K. Levien

     

    Address:   
      81
      E.
      Hamilton Avenue

    Englewood,
      NJ 07631

     

     

    ENVIROSYSTEMS,
      INC.

     

    By:  
      /s/
      Stephen A. Schneider

    
      

    

    Name:

    Title:

     

    Address:

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

     

    SHAREHOLDER
      AGENT

     

    /s/
      Daniel Ferguson

    
      

    

    Name:
      Daniel Ferguson

    Title:

     

    Address:

     

    As
      to
      Sections 6.3 and 6.4 only:

     

    MV
      NANOTECH CORP.

     

    By:  
      /s/
      Robert Hersch

    
      
        

      

      Name:
        Robert Hersch

      Title:

       

      Address:

    

     

    
      
         

      

        -16-