ESCROW
DEPOSIT AGREEMENT

     

    This
ESCROW DEPOSIT AGREEMENT
(this “Agreement”) dated as of this 14th day of
April, 2010, by and among B6 Sigma, Inc., a Delaware corporation (the “Company”), having an address
41B Bisbee Court, Unit 4B, Santa Fe, New Mexico and SIGNATURE BANK (the “Escrow Agent”), a New York
State chartered bank, having an office at 950 Third Ave 9th New
York, NY  10022-2705.  All capitalized terms not herein
defined shall have the meaning ascribed to them in that certain Confidential
Private Placement Memorandum, dated April 12, 2010, as amended or supplemented
from time-to-time, including all attachments, schedules and exhibits thereto
(the “Memorandum”).

     

    WITNESSETH:

     

    WHEREAS, pursuant to the terms
of the Memorandum the Company desires to sell (the “Offering”) a minimum of 50,000
(“Minimum Amount”) of $.001 par value common stock (“Shares”) in the amount of
$1,000,000 (“Minimum Amount”) and a maximum of 125,000 of such shares in the
amount of $2,500,000 (“Maximum Amount”). Each Share is being sold at a price of
$20 per Share, with a minimum investment of $25,000 (which minimum investment
may be waived by Company); and

     

    WHEREAS, unless the Minimum
Amount is sold by May 31, 2010 (the “Termination Date”), the Offering shall
terminate and all funds shall be returned to the subscribers in the Offering;
and

     

    WHEREAS, the Company desires
to establish an escrow account with the Escrow Agent into which the Company
shall instruct subscribers (the “Subscribers”) to deposit
checks and other instruments for the payment of money made payable to the order
of “Signature Bank as Escrow Agent for B6 Sigma, Inc.,” and Escrow Agent is
willing to accept said checks and other instruments for the payment of money in
accordance with the terms hereinafter set forth; and

     

    WHEREAS, the Company
represents and warrants to the Escrow Agent that it has not stated to any
individual or entity that the Escrow Agent’s duties will include anything other
than those duties stated in this Agreement; and

     

    WHEREAS, the Company warrants to the Escrow
Agent that a copy of each document that has been delivered to Subscribers and
third parties that include Escrow Agent’s name and duties, has been attached
hereto as Schedule
I.

     

    NOW, THEREFORE, IT IS AGREED
as follows:

     

    1. 
          Delivery of Escrow
Funds.

     

    (a) The
Company shall instruct Subscribers to deliver to Escrow Agent checks made
payable to the order of “Signature Bank, as Escrow Agent for B6 Sigma, Inc.,” or
wire transfer to Signature Bank 950 Third Ave 9th New
York, NY  10022-2705, ABA No. 026013576 for credit to Signature Bank,
as Escrow Agent for B6 Sigma, Inc., Account No. _____________, in each case,
with the name, address and social security number or taxpayer identification
number of the individual or entity making payment.  In the event any
Subscriber’s address and/or social security number or taxpayer identification
number are not provided to Escrow Agent by the Subscriber, then Placement Agent
and/or the Company agree to promptly provide Escrow Agent with such information
in writing.  The checks or wire transfers shall be deposited into a
non interest-bearing account at Signature Bank entitled “Signature Bank, as
Escrow Agent for B6 Sigma, Inc.” (the “Escrow Account”).

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           The
collected funds deposited into the Escrow Account are referred to as the “Escrow Funds.”

     

    (c)           The
Escrow Agent shall have no duty or responsibility to enforce the collection or
demand payment of any funds deposited into the Escrow Account.  If,
for any reason, any check deposited into the Escrow Account shall be returned
unpaid to the Escrow Agent, the sole duty of the Escrow Agent shall be to return
the check to the Subscriber and advise the Company promptly
thereof.

     

    2.         
  Release of
Escrow Funds.  The Escrow Funds shall be paid by the Escrow
Agent in accordance with the following:

     

    (a)           In
the event that the Company advises the Escrow Agent in writing that the Offering
has been terminated (the “Termination Notice”), the
Escrow Agent shall promptly return the funds paid by each Subscriber to said
Subscriber without interest or offset.

     

    (b) If
prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent
receives written notice, in the form of Exhibit A, attached hereto and made a
part hereof, and signed by the Company, stating that the Termination Date has
been extended to the Final Termination Date (“Extension Notice”), then the
Termination Date shall be so extended.

     

    (c)
Provided that the Escrow Agent does not receive the Termination Notice in
accordance with paragraph 2(a) and there is the Minimum Amount deposited into
the Escrow Account on or prior to later of the Termination Date
or  the date stated in the Extension Notice, if any, received by the
Escrow Agent in accordance with paragraph 2(b) above, the Escrow Agent shall,
upon receipt of written instructions, in the form of Exhibit B, attached hereto
and made a part hereof, or in a form and substance satisfactory to the Escrow
Agent, received from the Company, pay the Escrow Funds in accordance with such
written instructions, such payment or payments to be made by wire transfer
within one (1) Business Day of receipt of such written
instructions.  Such instructions must be received by the Escrow Agent
no later than 3:00 PM Eastern Time on a Business Day for the Escrow Agent to
process such instructions that Business Day.

     

    (d)           If
by 3:00 P.M. Eastern time on the later of the Termination Date or the date
stated in the Extension Notice, if any, that the Escrow Agent has received in
accordance with paragraph 2(b) above, the Escrow Agent has not received written
instructions from the Company regarding the disbursement of the Escrow Funds or
the total amount of the Escrow Funds is less than the Minimum Amount, then the
Escrow Agent shall promptly return the Escrow Funds to the Subscribers without
interest or offset.  The Escrow Funds returned to each Subscriber
shall be free and clear of any and all claims of the Escrow Agent.

     

    
      
         


      

      
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    (e)           The
Escrow Agent shall not be required to pay any uncollected funds or any funds
that are not available for withdrawal.

     

    (f)           If
the Termination Date, Final Termination Date or any date that is a deadline
under this Agreement for giving the Escrow Agent notice or instructions or for
the Escrow Agent to take action is not a Business Day, then such date shall be
the Business Day that immediately preceding that date. A Business Day is any day
other than a Saturday, Sunday or a Bank holiday.

     

    3.        
   Acceptance by Escrow
Agent.  The Escrow Agent hereby accepts and agrees to perform
its obligations hereunder, provided that:

     

    (a)           The
Escrow Agent may act in reliance upon any signature believed by it to be
genuine, and may assume that any person who has been designated by the Company
to give any written instructions, notice or receipt, or make any statements in
connection with the provisions hereof has been duly authorized to do
so.  Escrow Agent shall have no duty to make inquiry as to the
genuineness, accuracy or validity of any statements or instructions or any
signatures on statements or instructions.  The names and true
signatures of each individual authorized to act singly on behalf of the Company
are stated in Schedule
II, which is attached hereto and made a part hereof. The Company may each
remove or add one or more of its authorized signers stated on Schedule II by
notifying the Escrow Agent of such change in accordance with this Agreement,
which notice shall include the true signature for any new authorized
signatories.

     

    (b)           The
Escrow Agent may act relative hereto in reliance upon advice of counsel in
reference to any matter connected herewith.  The Escrow Agent shall
not be liable for any mistake of fact or error of judgment or law, or for any
acts or omissions of any kind, unless caused by its willful misconduct or gross
negligence.

     

    (c)           The
Company agrees to indemnify and hold the Escrow Agent harmless from and against
any and all claims, losses, costs, liabilities, damages, suits, demands,
judgments or expenses (including but not limited to reasonable attorney’s fees)
claimed against or incurred by Escrow Agent arising out of or related, directly
or indirectly, to this Escrow Agreement unless caused by the Escrow Agent’s
gross negligence or willful misconduct

     

    (d)           In
the event that the Escrow Agent shall be uncertain as to its duties or rights
hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any
action other than to keep safely the Escrow Funds until it shall be directed
otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds
to a court of competent jurisdiction.

     

    
      
         


      

      
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    (e)           The
Escrow Agent shall have no duty, responsibility or obligation to interpret or
enforce the terms of any agreement other than Escrow Agent’s obligations
hereunder, and the Escrow Agent shall not be required to make a request that any
monies be delivered to the Escrow Account, it being agreed that the sole duties
and responsibilities of the Escrow Agent shall be to the extent not prohibited
by applicable law (i) to accept checks or other instruments for the payment of
money and wire transfers delivered to the Escrow Agent for the Escrow Account
and deposit said checks and wire transfers into the non-interest bearing Escrow
Account, and (ii) to disburse or refrain from disbursing the Escrow Funds as
stated above, provided that the checks received by the Escrow Agent have been
collected and are available for withdrawal.

     

    4.           Escrow Account Statements
and Information. The Escrow Agent agrees
to send to the Company a copy of the Escrow Account periodic statement, upon
request in accordance with the Escrow Agent’s regular practices for providing
account statements to its non-escrow clients and to also provide the Company, or
its designee, upon request other deposit account information, including Account
balances, by telephone or by computer communication, to the extent practicable.
The Company agrees to complete and sign all forms or agreement required by the
Escrow Agent for that purpose. The Company consents to the Escrow Agent’s
release of such Account information to any of the individuals designated by
Company, which designation has been signed in accordance with paragraph 3(a) by
any of the persons in Schedule II.  The Escrow Agent’s liability for
failure to comply with this section shall not exceed the cost of providing such
information.

     

    5.           Resignation and Termination
of the Escrow Agent.  The Escrow Agent may resign at any time
by giving 30 days’ prior written notice of such resignation to the
Company.  Upon providing such notice, the Escrow Agent shall have no
further obligation hereunder except to hold as depositary the Escrow Funds that
it receives until the end of such 30-day period.  In such event, the
Escrow Agent shall not take any action, other than receiving and depositing
Subscribers checks and wire transfers in accordance with this Agreement, until
the Company has designated a banking corporation, trust company, attorney or
other person as successor.  Upon receipt of such written designation
signed by the Company, the Escrow Agent shall promptly deliver the Escrow Funds
to such successor and shall thereafter have no further obligations
hereunder.  If such instructions are not received within 30 days
following the effective date of such resignation, then the Escrow Agent may
deposit the Escrow Funds held by it pursuant to this Agreement with a clerk of a
court of competent jurisdiction pending the appointment of a
successor.  In either case provided for in this paragraph, the Escrow
Agent shall be relieved of all further obligations and released from all
liability thereafter arising with respect to the Escrow Funds.

     

    6.           Termination.  The
Company may terminate the appointment of the Escrow Agent hereunder upon written
notice specifying the date upon which such termination shall take effect, which
date shall be at least 30 days from the date of such notice.  In the
event of such termination, the Company shall, within 30 days of such notice,
appoint a successor escrow agent and the Escrow Agent shall, upon receipt of
written instructions signed by the Company, turn over to such successor escrow
agent all of the Escrow Funds; provided, however, that if the Company
fails to appoint a successor escrow agent within such 30-day period, such
termination notice shall be null and void and the Escrow Agent shall continue to
be bound by all of the provisions hereof.  Upon receipt of the Escrow
Funds, the successor escrow agent shall become the escrow agent hereunder and
shall be bound by all of the provisions hereof and Signature Bank shall be
relieved of all further obligations and released from all liability thereafter
arising with respect to the Escrow Funds and under this Agreement.

     

    
      
         


      

      
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    7.                     Investment.  All
funds received by the Escrow Agent shall be invested only in non-interest
bearing bank accounts at Signature Bank.

     

    8.                     Compensation.  Escrow
Agent shall be entitled, for the duties to be performed by it hereunder, to a
fee of $2,500, which fee shall be paid by the Company upon the signing of this
Agreement. In addition, the Company shall be obligated to reimburse Escrow Agent
for all fees, costs and expenses incurred or that become due in connection with
this Agreement or the Escrow Account, including reasonable attorney’s
fees.  Neither the modification, cancellation, termination or
rescission of this Agreement nor the resignation or termination of the Escrow
Agent shall affect the right of Escrow Agent to retain the amount of any fee
which has been paid, or to be reimbursed or paid any amount which has been
incurred or becomes due, prior to the effective date of any such modification,
cancellation, termination, resignation or rescission.  To the extent
the Escrow Agent has incurred any such expenses, or any such fee becomes due,
prior to any closing, the Escrow Agent shall advise the Company and the Company
shall direct all such amounts to be paid directly at any such
closing.

     

    9.                     Notices.  All
notices, requests, demands and other communications required or permitted to be
given hereunder shall be in writing and shall be deemed to have been duly given
if sent by hand-delivery, by facsimile (followed by first-class mail), by
nationally recognized overnight courier service or by prepaid registered or
certified mail, return receipt requested, to the addresses set forth
below:

     

    If to the
Company:

     

     41B
Bisbee Court, Unit 4B

     Santa
Fe, New Mexico

     Attention:
Richard Mah

     

    If to
Escrow Agent:

     

     Signature
Bank

     950
Third Ave 9th

     New
York, NY  10022-2705

     Attention:
[name
& title of Group Director]

     Fax:
[Private Client Group’s fax
number]

     

    
      
         

      

      
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    10.                         General.

     

    (a)         
 This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York applicable to agreements made
and to be entirely performed within such State, without regard to choice of law
principles and any action brought hereunder shall be brought in the courts of
the State of New York, located in the County of New York.  Each party
hereto irrevocably waives any objection on the grounds of venue, forum
nonconveniens or any similar grounds and irrevocably consents to service of
process by mail or in any manner permitted by applicable law and consents to the
jurisdiction of said courts.  Each of the parties hereto hereby waives
all right to trial by jury in any action, proceeding or counterclaim arising out
of the transactions contemplated by this Agreement.

     

    (b)           This
Agreement sets forth the
entire
agreement and understanding of the parties with respect to the matters contained
herein and supersedes all prior agreements, arrangements and understandings
relating thereto.

     

    (c)           All
of the terms and conditions of this Agreement shall be binding upon, and inure
to the benefit of and be enforceable by, the parties hereto, as well as their
respective successors and assigns.

     

    (d)           This
Agreement may be amended, modified, superseded or canceled, and any of the terms
or conditions hereof may be waived, only by a written instrument executed by
each party hereto or, in the case of a waiver, by the party waiving
compliance.  The failure of any party at any time or times to require
performance of any provision hereof shall in no manner affect its right at a
later time to enforce the same.  No waiver of any party of any
condition, or of the breach of any term contained in this Agreement, whether by
conduct or otherwise, in any one or more instances shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other condition or of the breach of any other term of this
Agreement.  No party may assign any rights, duties or obligations
hereunder unless all other parties have given their prior written
consent.

     

    (e)           If
any provision included in this Agreement proves to be invalid or unenforceable,
it shall not affect the validity of the remaining provisions.

     

    (f)           This
Agreement and any modification or amendment of this Agreement may be executed in
several counterparts or by separate instruments and all of such counterparts and
instruments shall constitute one agreement, binding on all of the parties
hereto.

     

    11.                         Form of Signature.
The parties hereto agree to accept a facsimile transmission copy of their
respective actual signatures as evidence of their actual signatures to this
Agreement and any modification or amendment of this Agreement; provided, however, that each party who
produces a facsimile signature agrees, by the express terms hereof, to place,
promptly after transmission of his or her signature by fax, a true and correct
original copy of his or her signature in overnight mail to the address of the
other party.

     

    
      
         


      

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

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            B6
      SIGMA, INC.

                          
	 
      	 
      
	
                            By:

                          	
                             

                          
	 
      	
                            Name:
      Richard Mah

                          
	 
      	
                            Title:   CEO

                          
	 
      	 
      
	
                            SIGNATURE
      BANK

                          
	 
	
                            By:

                          	
                             

                          
	 
      	
                            Name:

                          
	 
      	
                            Title:

                          
	 
      	 
      
	
                            By:

                          	
                             

                          
	 
      	
                            Name:

                          
	 
      	
                            Title:

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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    Schedule I

    OFFERING
DOCUMENTS


    
      
         


      

      
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    Schedule II

     

    The
Escrow Agent is authorized to accept instructions signed or believed by the
Escrow Agent to be signed by any one of the following on behalf of the
Company.

     

    
      
        
          
            
              
                
                  
                    
                      	
                              B6
      Sigma, Inc.

                            	 	 
      
	 
      	 	 
      
	
                              Name

                            	 	
                              True Signature

                            
	 
      	 	 
      
	
                              Richard Mah

                            	 	
                               

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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    Exhibit
B

    


    FORM OF ESCROW RELEASE
NOTICE

    


    Date:

    


    Signature
Bank

    [address of financial
center]

    ______________

    Attention:
[name
& title of Group Director]

    


    Dear
_________:

    


    In
accordance with the terms of paragraph 2(c) of an Escrow Deposit Agreement dated
as of ________ __, 2009 (the "Escrow Agreement"), by and between B6 Sigma, Inc.
(the "Company") and Signature Bank (the "Escrow Agent"), the Company hereby
notifie the Escrow Agent that the ________ closing will be held on ___________
for gross proceeds of $_________.

     

    PLEASE
DISTRIBUTE FUNDS BY WIRE TRANSFER AS FOLLOWS (wire instructions
attached):

     

    
      	
              ________________________:

            	
              $

            
	 
      	 
      
	
              ________________________:

            	
              $

            
	 
      	 
      
	
              ________________________:

            	
              $

            


    

    


    Very
truly yours,

    


    [insert Company’s full legal
name]

    
      
        
          
            
              	
                      By:

                    	 
      
	
                      Name:

                    	 
      
	
                      Title:

                    	 
      


            

          

        

      

    

     

    
      
         


      

      
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