TRANSFER                                     ESCROW AGENT PROPOSAL AND AGREEMENT
ONLINE               www.TransferOline.com - [p] 503.227.2950 - [f] 503.227.6874


SERVICES PROVIDED
Review  Escrow  Agreement
-     Examine  documentation  received  from  investors  to determine accuracy .
      Conversion  of  records  to  our  transfer  agent  system
-     If data submitted is inaccurate, notify of corrective measures required
-     Deposit Escrow funds received with commercial bank
-     Provide on-line access for you and each of your investors (if desired)

TERMS  OF  PROPOSAL
Escrow fee is payable in advance and will run for the full term of the Agreement
-     Out-of-pocket  expenses  such  as stationery, postage, and mailing will be
      charged to your account. Any additional services provided will be  charged
      at  a  rate  mutually  agreed  upon  in  writing
-     Separate charges  not covered  by this  fee schedule,  will be based on an
      analysis  and  appraisal  of  the  services  rendered

ESCROW  AGENT  AGREEMENT
TOL's  agreement  follows:

Upon  certain  terms,  and  subject  to  the conditions set forth in the within,
Kingston  Mines  Ltd.  has  agreed  to  issue  and sell to such Investors as may
subscribe,  on  the closing date, up to 2,500,000 Shares at an Offering Price of
$0.10  per  share.

The  subscribing  investors  are  required  to  deposit  certain  funds or other
property into escrow to facilitate consummation of the transactions contemplated
by  such agreement.  Investors subscribe to the company's offering by completing
and  signing  the  subscription  agreement  and  delivering  it,  prior  to  the
expiration  date  to  the  Transfer  Agent.

The  Transfer  Agent  sends  each  Subscription Agreement to the Company for its
acceptance  or  rejection.  Provided  the  Company  accepts  the  Subscription
Agreement  so  submitted,  the  Transfer  Agent accepts into escrow the funds or
other  property  received  together  with  the  Subscription  Agreement.

The  subscription  price  of  $0.10 Per Share (minimum 1,250,000 shares) must be
paid  in  cash  or cash equivalent by check, bank draft, postal express or other
means  of  exchange  acceptable  to  the  Company,  at  its  sole  and exclusive
discretion,  and must be denominated in United States dollars. Subscriptions may
not  be  withdrawn  once  made  except  as  provided  by  state  securities law.

In  accordance  with  the  terms and subject to the conditions specified in this
Escrow  Agreement,  Transfer  Online, Inc., in its capacity as escrow agent (the
"Escrow Agent"), is hereby authorized and directed to accept the delivery and to
hold  in  escrow  the  following:

Such  cash  or  cash  equivalents  as may be remitted together with Subscription
Agreements executed by the Investors, once the said Subscription Agreements have
been  accepted  by  the  Company,  to  a  minimum  of  $125,000 and a maximum of
$250,000.  As  stated  above,  said  minimum  and  maximum  may  include  cash
equivalents  including,  without  limitation, credits toward equipment necessary
for the Company's operation, which shall be determined at the Company's sole and
exclusive  discretion.

1.  The  Escrow  Agent  shall notify the Company of its receipt from subscribing
investors  of  the Subscription Agreement together with funds or equivalents and
will  deposit cash proceeds, and otherwise safeguard equivalents, in escrow once
the  Company has accepted the relevant Subscription Agreement. When the terms of
the  escrow  have  been  satisfied,  the Escrow Agent shall release the escrowed
funds,  less any fees, to or upon the order of the Company and issue and release
the  stock  certificates  to  the  investors  or  their  designees.

If  at any time the Company notifies the Escrow Agent that the conditions of the
offering  have  not  been satisfied, then the Escrow Agent promptly shall return
the  Escrowed  funds and equivalents to the investor(s).  The Escrow Agent shall
deposit  all  cash  received  hereunder in the Escrow Agent's escrow account at:

     Transfer  Online  Escrow
     ABA  #
     Account  #
     For  the  Account  of:  Kingston  Mines  Ltd.

In  the  case of a dispute, the Escrow Agent shall release from escrow hereunder
the  escrowed property to the parties to the extent such is set forth in a final
judgment  or  order of a court of competent jurisdiction, certified by the clerk
of  such court or other appropriate official; provided that the Escrow Agent has
received  from each party an opinion of counsel, acceptable to the Escrow Agent,
to  the  effect  that  such  judgment  or  order  is  final.

2. The Escrow Agent shall be entitled to rely upon, and shall be fully protected
from  all  liability, loss, cost, damage or expense in acting or omitting to act
pursuant  to any instruction, order, judgment, certification, affidavit, demand,
notice,  opinion,  instrument or other writing delivered to it hereunder without
being  required  to determine the authenticity of such document, the correctness
of  any  fact  stated  therein,  the  propriety  of  the  service thereof or the
capacity,  identity or authority of any party purporting to sign or deliver such
document.

3.  The duties of the Escrow Agent are only as herein specifically provided, and
are  purely ministerial in nature. The Escrow Agent shall neither be responsible
for  or under, nor chargeable with any knowledge of, the terms and conditions of
any  other agreement, instrument or document in connection herewith and shall be
required  to  act  in respect of the Escrowed Property only as provided in these
Escrow  Instructions. These Escrow Instructions set forth all the obligations of
the  Escrow  Agent  with  respect to any and all matters pertinent to the escrow
contemplated  hereunder  and no additional obligations of the Escrow Agent shall
be  implied  from  the  terms  hereof  or any other agreement or instrument. The
Escrow  Agent  shall  incur no liability in connection with the discharge of its
obligations  hereunder  or  otherwise  in  connection  therewith,  except  such
liability as may arise from gross negligence or willful misconduct of the Escrow
Agent.

4.  The  Escrow  Agent  may consult with counsel of its choice, and shall not be
liable  for  any  action  taken  or  omitted  to be taken by the Escrow Agent in
accordance  with  the  advise  of  such  counsel.

5.  The  Escrow  Agent  shall  not be bound by any modification, cancellation or
rescission  of  these  Escrow  Instructions  unless in writing and signed by the
Escrow  Agent  and  the  Company.

6.  The  Company  agrees to reimburse the Escrow Agent for, and to indemnify and
hold  harmless  the  Escrow Agent from, against and with respect to, any and all
loss,  liability,  damage,  claim or expense that the Escrow Agent may suffer or
incur  in  connection  with  agreeing  to  these  Escrow  Instructions  and  the
performance  of  its obligations hereunder or otherwise in connection therewith,
except  to the extent such loss, liability, damage, claim or expense arises from
the gross negligence or willful misconduct of the Escrow Agent. The Escrow Agent
shall be reimbursed for the reasonable cost of all legal fees and costs incurred
by  it  in  acting  as  the  Escrow  Agent  hereunder.

7.  The  Escrow  Agent  and any successor escrow agent may at any time resign as
such by delivering the Escrowed Property to either i) any successor escrow agent
designated  in  writing  by the parties hereto or ii) any court having competent
jurisdiction.  Upon  its  resignation  and delivery of the Escrowed Property the
Escrow  Agent  shall be discharged of, and from, any and all further obligations
arising in connection with the escrow contemplated by these Escrow Instructions.

2. The Escrow Agent shall be entitled to rely upon. and shall be fully protected
from  all  liability, loss, cost, damage or expense in acting or omitting to act
pursuant  to any instruction, order, judgment, certification, affidavit, demand,
notice,  opinion,  instrument or other writing delivered to it hereunder without
being  required  to determine the authenticity of such document, the correctness
of  any  fact  stated  therein,  the  propriety  of  the  service thereof or the
capacity,  identity or authority of any party purporting to sign or deliver such
document.

8.  If  the  Escrow  Agent  requires  any further instruments or instructions to
effectuate  these  Escrow  Instructions  or  obligations  in respect hereof, the
necessary  parties  hereto  shall  join  in  furnishing  the  same.

9.  The  Escrow  Agent shall have the right to represent any party hereto in any
dispute  between  the  parties  hereto  with respect to the Escrowed property or
otherwise.

10.  These  Escrow  Instructions  shall  inure to the benefit of, and be binding
upon,  the  parties  hereto and their respective successors and assigns. Nothing
contained  herein,  express  or  implied,  shall  give to anyone, other than the
parties  hereto  and  their  respective  permitted  successors  and assigns, any
benefit,  or  any legal or equitable right, remedy or claim, under or in respect
of  this  Agreement  or  the  escrow  contemplated  hereby.

11. All notices and other communications shall be in writing and shall be deemed
to  have  been  given  when  delivered  by  hand  or upon receipt when mailed by
registered  or  certified  mail  or  some  form  of  express  delivery  service.

If  to  the  Escrow  Agent,  to:

     Transfer  Online,  Inc.
     317  SW  Alder  Street,  2nd  Floor
     Portland,  OR  97204
     Attn:  Lori  Livingston


If  to  the  Company,  to:

     106-1990  S.E.  Kent  Ave.
     Vancouver,  BC
     V5P  4X5
     Attn:  Lou  Hilford
     Copy  to:

If  to  Investors,  at  the  address  set  forth  on  the signature pages to the
Subscription  Agreement.

12. These Escrow Instructions shall be governed by and construed and enforced in
accordance  with the laws of the State of Oregon. All actions against the Escrow
Agent  arising  under or relating to this agreement shall be brought against the
Escrow  Agent exclusively in the appropriate court in Multnomah County, State of
Oregon.

13.  TO  THE  FULL  EXTENT  PERMITTED  BY LAW, EACH OF THE PARTIES HERETO HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL
BY  JURY  IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR
IN  CONNECTION  WITH THESE ESCROW INSTRUCTIONS, OR ANY COURSE OF CONDUCT, COURSE
OF  DEALING STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO,
THIS  PROVISION IS A MATERIAL INDUCEMENT FOR THE ESCROW AGENT ENTERING INTO THIS
AGREEMENT.

14.  These  Escrow  Instructions  may be executed in counterparts, each of which
shall  constitute  an  integral  original  part  of  one  and  the same original
instrument.

15.  The  rights  of  the  Escrow  Agent  contained  herein,  including  without
limitation  the  right  to indemnification, shall survive the resignation of the
Escrow  Agent  and  the  termination  of  the  escrow  contemplated  hereunder.

16.  The Company and the Escrow Agent have agreed to the following fee schedule:

     Escrow  Agent  Fee  $2,500  (as  quoted)
     Processing  each  return  of  Investment,  if  necessary:   $5.00

TERMS  OF  PROPOSAL
     -  Escrow  fee  is payable in advance and will run for the full term of the
        Agreement
     -  Out-of-pocket  expenses such as stationery, postage, and mailing will be
        charged  to  your  account.  Any  additional services will be charged at
        a  rate  mutually  agreed  upon  rate.

Separate  charges  not  covered  herein to be based on analysis/appraisal of the
services  rendered.

IN  WITNESS WHEREOF, the parties hereto have caused these Escrow Instructions to
be  duly  executed  as  of  the  date  shown  below.

Kingston  Mines  Ltd.
By     Thomas  Mills     Vice-President     12/01/2005
       Name              Title              Date

Transfer  Online,  Inc
By  Lori  Livingston,    President
                                            Date