Exhibit
10.3                                   


    


    ESCROW
AGREEMENT


     

    This Escrow Agreement, dated as of,
February 12, 2010 (this “Agreement”), is
entered into by and between Perpetual Technologies,  Inc., a Delaware
corporation (the “Company”), Interwest
Transfer Company, Inc. (the “Escrow Agent”), with
its principal offices located at  1981 Murray Holladay Road, Suite
100, Salt Lake City, UT 84117 and LongBoard Capital Advisors (the “Lead
Investor”).  The Company is sometimes referred to herein as the
Escrowing Party.

    


    WITNESSETH:

    


    WHEREAS, the Company, through Primary
Capital, LLC (the “Placement Agent”), proposes to make a private offering
pursuant to Regulation S and/or Rule 506 of Regulation D of the Securities Act
of 1933, as amended (the “Offering” and the
“Act,”
respectively) of $3,500,000 (the “Minimum Investment”) in secured convertible
promissory notes due February 2011 (the “Notes”) on a “best
efforts” basis pursuant to a Note Purchase Agreement (the “Purchase Agreement”)
among the Company and the investors that will be a party thereto (the “Investors”);
and

    


    WHEREAS, the Company and the Investors
desire to deposit monies received from Investors pending one or more closings
under the Purchase Agreement (the “Escrowed Funds”) with
the Interwest Transfer Company, to be held in escrow until joint written
instructions are received by the Interwest Transfer Company from the Company and
the Placement Agent, from time to time, at which time the Escrow Agent will
disburse the Escrowed Funds in accordance with the instructions (each a “Closing”);
and

    


    WHEREAS, Escrow Agent is willing to
hold the Escrowed Funds in escrow in subject to the terms and conditions of this
Agreement.

    


    NOW, THEREFORE, in consideration of the
mutual promises herein contained and intending to be legally bound, the parties
hereby agree as follows:

    


    1.   Appointment of Interwest
Transfer Company.  The Company Agent hereby appoints Interwest
Transfer Company as escrow agent in accordance with the terms and conditions set
forth herein and the Interwest Transfer Company hereby accepts such
appointment.

    


    2.   Delivery of the Escrowed
Funds.

    


    2.1           The
Company will direct Investors to deliver the Escrowed Funds to the Escrow Agent,
addressed to the following account of the Escrow Agent (the “Escrow
Account”):

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Domestic
Wires

    Account
Name: Interwest Transfer Co, Inc Escrow Agent F/B/O Perpetual

                               
Technologies, Inc.

    Bank:  First
Utah Bank, 3826 South 2300 East

               
Salt Lake City Utah 84109

    Account
No.: 11026069

    ABA No:
124302613

    


    International
Wires

    


    SWIFT No.
: zfnbus55

    Beneficiary
Bank: Zions Bank

    102 South
Main Street

    Salt Lake
City Utah 84101

    For
Credit to First Utah Bank Account # 086236379

    3826
South 2300 East

    Salt Lake
City Utah 84109

    ABA No:
124302613

    Account
Name: For Further Credit to Interwest Transfer Co, Inc Escrow Agent

                               
F/B/O Perpetual Technologies, Inc.

    Account
No.: 11026069

    


    2.2           (a)
All Investors’ checks shall be made payable to “Interwest Transfer Company,
Inc.”  and shall be delivered to the Escrow Agent at the address set
forth on Exhibit
A hereto and shall be accompanied by a written account of subscription in
the form attached hereto as Exhibit B (the “Subscription
Information”) The Escrow Agent shall, upon receipt of Escrowed Funds
deposit  such funds into the Escrow Account.

    


    2.3           Any
checks which are received by Interwest Transfer Company that are made payable to
a party other than the Interwest Transfer Company shall be returned directly to
the Company together with any documents delivered therewith. Simultaneously with
each deposit, the Company shall provide the Escrow Agent with the Subscription
Information to include the name, address and taxpayer identification number of
each Investor. The Escrow Agent is not obligated, and may refuse, to accept
checks that are not accompanied by Subscription Information.

    


    2.4           In
the event a wire transfer is received by the Escrow Agent and the Escrow Agent
has not received Subscription Information, the Escrow Agent shall notify the
Company.  If the Escrow Agent does not receive the Subscription
Information relating to an Investor prior to close of business on the third
business day (days other than a Saturday or Sunday or other day on which the
Escrow Agent is not open for business in the State of Utah) after notifying
Company of receipt of said wire, the Escrow Agent shall return the funds to the
Investor.

     

    
      
        
        

      

      
        - 2
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    3.  Escrow Agent to Hold and
Disburse Escrowed Funds.   The Escrow Agent will hold and
disburse the Escrowed Funds received by it pursuant to the terms of this Escrow
Agreement, as follows:


     

    3.1           Prior
to any disbursement of the Escrowed Funds, the Escrow Agent shall allocate
$200,000 from the Escrowed Funds and hold such portion in a separate escrow
account (the “Interest
Account”) to pay the interest due on the Notes. Under the terms of the
Notes interest is payable at the rate of ten percent (10%) per annum on the last
business day of each fiscal quarter while the Note is outstanding and on the
Maturity Date (as defined in the Note). Accordingly on receipt of joint
instructions from the Company and the Placement Agent and the Lead Investor, in
substantially the form of Exhibit C hereto, the
Escrow Agent shall release funds from the Interest Account as directed in such
instructions. In addition on the occurrence and during the continuance of any
Event of Default (as defined in the Note), the outstanding principal of this
Note shall bear interest at the rate of fifteen percent (15%) per annum.
Accordingly on receipt of joint instructions from the Company, the Placement
Agent and the Lead Investor, in substantially the form of Exhibit D hereto,
following an Event of Default the Escrow Agent shall release funds form the
Interest Account as directed in such instructions.

     

    3.2           So
long as the Minimum Investment is in the Escrow Account, upon receipt of joint
instructions from the Company, the Lead Investor and the Placement Agent, in
substantially the form of Exhibit E hereto, the
Escrow Agent shall release the Escrowed Funds as directed in such
instructions.

     

    3.3           In
the event that (a) the Escrow Agent does not receive any instructions by a date
that is 90 days from the date of this Agreement or (b) the Minimum Investment is
not deposited in the Escrow Account prior to February 22, 2010, which ever is
earlier (the “Escrow
Termination Date”), all Escrowed Funds shall be returned to the parties
from which they were received, without interest thereon or deduction (except as
set forth in Section  7.3) therefrom.

    


    4.           Exculpation and
Indemnification of Escrow Agent

    


    4.1           The
Escrow Agent shall have no duties or responsibilities other than those expressly
set forth herein.  The Escrow Agent shall have no duty to enforce any
obligation of any person to make any payment or delivery, or to direct or cause
any payment or delivery to be made, or to enforce any obligation of any person
to perform any other act.  The Escrow Agent shall be under no
liability to the other parties hereto or anyone else, by reason of any failure,
on the part of any party hereto or any maker, guarantor, endorser or other
signatory of a document or any other person, to perform such person’s
obligations under any such document.  Except for amendments to this
Escrow Agreement referenced below, and except for written instructions given to
the Escrow Agent by the Escrowing Parties relating to the Escrowed funds, the
Escrow Agent shall not be obligated to recognize any agreement between or among
any of the Escrowing Parties, notwithstanding that references hereto may be made
herein and whether or not it has knowledge thereof.

     

    
      
        
        

      

      
        - 3
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    4.2           The  Escrow
Agent shall not be liable to the  Company, any Investor or to anyone
else for any action taken or omitted by it, or any action suffered by it to be
taken or omitted, in good faith and acting upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the
Escrow Agent), statement, instrument, report, or other paper or document (not
only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information
therein contained), which is believed by the Escrow Agent to be genuine and to
be signed or presented by the proper person or
persons.  The  Escrow Agent shall not be bound by any of the
terms thereof, unless evidenced by written notice delivered to the Escrow Agent
signed by the proper party or parties and, if the duties or rights of the Escrow
Agent are affected, unless it shall give its prior written consent
thereto.

    


    4.3           The  Escrow
Agent shall not be responsible for the sufficiency or accuracy of the form, or
of the execution, validity, value or genuineness of, any document or property
received, held or delivered to it hereunder, or of any signature or endorsement
thereon, or for any lack of endorsement thereon, or for any description therein;
nor shall the Escrow Agent be responsible or liable to the Company, any
Investor, the Placement Agent or to anyone else in any respect on account of the
identity, authority or rights, of the person executing or delivering or
purporting to execute or deliver any document or property or this Escrow
Agreement. The Escrow Agent shall have no responsibility with respect to the use
or application of the Escrowed Funds pursuant to the provisions
hereof.

    


    4.4           The
Escrow Agent shall have the right to assume, in the absence of written notice to
the contrary from the proper person or persons, that a fact or an event, by
reason of which an action would or might be taken by the Escrow Agent, does not
exist or has not occurred, without incurring liability to
the  Company, any Investor, the Placement Agent or to anyone else for
any action taken or omitted to be taken or omitted, in good faith and in the
exercise of its own best judgment, in reliance upon such
assumption.

    


    4.5           To
the extent that the Escrow Agent becomes liable for the payment of taxes,
including withholding taxes, in respect of income derived from the investment of
the Escrowed Funds, or any payment made hereunder, the Escrow Agent may pay such
taxes; and the Escrow Agent may withhold from any payment of the Escrowed Funds
such amount as the Escrow Agent estimates to be sufficient to provide for the
payment of such taxes not yet paid, and may use the sum withheld for that
purpose.  The Escrow Agent shall be indemnified and held harmless
against any liability for taxes and for any penalties in respect of taxes, on
such investment income or payments in the manner provided in Section
4.6

     

    
      
        
        

      

      
        - 4
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    4.6           The  Escrow
Agent will be indemnified and held harmless by the  Company from and
against all expenses, including all counsel fees and disbursements, or loss
suffered by the Escrow Agent in connection with any action, suit or proceedings
involving any claim, or in connection with any claim or demand, which in any
way, directly or indirectly, arises out of or relates to this Escrow Agreement,
the services of the Escrow Agent hereunder, except for claims relating to gross
negligence by Escrow Agent or breach of this Escrow Agreement by the Escrow
Agent, or the monies or other property held by it hereunder.  Promptly
after the receipt of the Escrow Agent of notice of any demand or claim or the
commencement of any action, suit or proceeding, the Escrow Agent shall, if a
claim in respect thereof is to be made against an Escrowing Party, notify each
of them thereof in writing, but the failure by the Escrow Agent to give such
notice shall not relieve any such party from any liability which an Escrowing
Party may have to the Escrow Agent hereunder.  Notwithstanding any
obligation to make payments and deliveries hereunder, the Escrow Agent may
retain and hold for such time as it deems necessary such amount of monies or
property as it shall, from time to time, in its sole discretion, seem sufficient
to indemnify itself for any such loss or expense and for any amounts due it
under Section 7.

    


    4.7           In
the event that the Escrow Agent shall be uncertain as to its duties or rights
hereunder or shall receive instructions, claims or demands which, in its
opinion, are in conflict with any of the provisions of this Agreement, it shall
be entitled to refrain from taking any action, other than to keep safe the
subscriptions and subscription payments received, until the questions regarding
its duties and rights are clarified to its satisfaction or it shall be directed
otherwise by a final judgment of a court of competent jurisdiction.

    


    4.8           No
provision of this Agreement shall require the Escrow Agent to risk or advance
its own funds or otherwise incur any financial liability or potential financial
liability in the performance of its duties or the exercise of its rights under
this Agreement.

    


    4.9           Notwithstanding
any other provision of this Agreement, the Escrow Agent shall not be obligated
to perform any obligation hereunder and shall not incur any liability for the
nonperformance or breach of any obligation hereunder to the extent that the
Escrow Agent is delayed in performing, unable to perform or breaches such
obligation because of acts of God, war, terrorism, fire, floods, strikes,
electrical outages, equipment or transmission failures, or other causes
reasonably beyond its control.

    


    4.10         IN
NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR
CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING BUT NOT
LIMITED TO LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF
ACTION.

    


    4.11         For
purposes hereof, the term “expense or loss” shall include all amounts paid or
payable to satisfy any claim, demand or liability, or in settlement of any
claim, demand, action, suit or proceeding settled with the express written
consent of the Escrow Agent, and all costs and expenses, including, but not
limited to, counsel fees and disbursements, paid or incurred in investigating or
defending against any such claim, demand, action, suit or
proceeding.

     

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

     

     4.12        In
the event this Agreement, the Escrowed Funds or the Escrow Agent becomes the
subject of litigation, or if the Escrow Agent shall desire to do so for any
other reason, the Company and the Lead Investor each authorize the Escrow Agent,
at its option, to deposit the Escrowed Funds with the clerk of the court in
which the litigation is pending, or a court of competent jurisdiction if no
litigation is pending, and thereupon the Escrow Agent shall be fully relieved
and discharged of any further responsibility with regard thereto. The Company
also authorizes the Escrow Agent, if it receives conflicting claims to the
Escrow Funds, is threatened with litigation or if the Escrow Agent shall desire
to do so for any other reason, to interplead all interested parties in any court
of competent jurisdiction and to deposit the Escrowed Funds with the clerk of
that court and thereupon the Escrow Agent shall be fully relieved and discharged
of any further responsibility hereunder to the parties from which they were
received.


    


    5.           Termination of Agreement and
Resignation of Escrow Agent

    


    5.1           This
Escrow Agreement shall terminate upon disbursement of all of the Escrowed Funds,
provided that the rights of the Escrow Agent and the obligations of
the  Company under Section 4 shall survive the termination
hereof.

    


    5.2           The  Escrow
Agent may resign at any time and be discharged from its duties as Escrow Agent
hereunder by giving the Company at least five (5) business days written notice
thereof (the “Notice
Period”).  As soon as practicable after its resignation, the
Escrow Agent shall, if it receives notice from the Company within the Notice
Period, turn over to a successor escrow agent appointed by the Company all
Escrowed Funds (less such amount as the Escrow Agent is entitled to retain
pursuant to Section 7) upon presentation of the document appointing the new
escrow agent and its acceptance thereof.  If no new agent is so
appointed within the Notice Period, the Escrow Agent shall return the Escrowed
Funds to the parties from which they were received without interest or deduction
(except as set forth in Section 7.3).

    


    6.           Form of Payments by Escrow
Agent

    


    6.1           Any
payments of the Escrowed Funds by the Escrow Agent pursuant to the terms of this
Escrow Agreement shall be made by wire transfer unless directed to be made by
check by the Escrowing Parties.

    


    6.2           All
amounts referred to herein are expressed in United States Dollars and all
payments by the Escrow Agent shall be made in such dollars.

    


    7.           Compensation.  Escrow
Agent shall be entitled to the following compensation from the
Company:

    


    7.1           Documentation
Fee:  The Company shall pay a documentation fee to the Escrow
Agent of $1,500, out of the first Closing.

     

    
      
        
        

      

      
        - 6
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    7.2           Closing
Fee:  The Company shall pay a fee of $150 to the Escrow Agent
at each Closing.  For purposes of this Section 7.2, a Closing shall
mean each time the Escrow Agent receives joint instructions from the Company,
the Lead  Investor and the Placement Agent to disburse Escrowed Funds
in accordance with the terms of this Agreement.

    


    7.3           Refunding
Fee.  The parties agree that if Escrow Agent returns
the  Escrowed Funds pursuant to Section 3.3 or 5.2, the
Escrow  Agent shall retain $25 for each investor to whom Escrowed
Funds are being returned together with all of their out of pocket expenses such
as wire fees.

    


    7.4           Interest. The parties hereby
agree that Escrow Agent shall retain 100% of the interest earned during the time
the Escrowed Funds are held in escrow hereunder.

    


    8.           Notices.   Any
notice herein required or permitted to be given shall be in writing and shall be
delivered personally, by nationally-recognized overnight courier or by facsimile
machine confirmed telecopy to the applicable addresses set forth below (or to
such other address as a party may designate by written notice in accordance with
the provisions of this Section 8), and shall be deemed given and effective on
the earliest of (a) the date of transmission if such notice or communication is
delivered by fax prior to 5:30 p.m. (Eastern Time) on a business day, (b) the
next business day after the date of transmission if such notice or communication
is delivered via fax on a day that is not a business day or later than 5:30 p.m.
(Eastern Time) on a business day, (c) the first  business day after
the date of mailing if sent by U.S. nationally recognized overnight courier
service for next business day delivery, or (d) upon actual receipt by the party
to whom such notice is required to be given.  The addresses for such
communications shall be as set forth in Exhibit A
hereto.

    


    9.           Further
Assurances  From time to time on and after the date hereof,
the  Company shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do and cause to be done
such further acts as the Escrow Agent shall reasonably request (it being
understood that the Escrow Agent shall have no obligation to make any such
request) to carry out more effectively the provisions and purposes of this
Escrow Agreement, to evidence compliance herewith or to assure itself that it is
protected in acting hereunder.

    


    10.           Consent to Service of
Process  Each of the parties to this Agreement hereby irrevocably
consents to the jurisdiction of the courts of the State of Utah and of any
Federal court located in such state in connection with any action, suit or
proceedings arising out of or relating to this Escrow Agreement or any action
taken or omitted hereunder, and waives personal service of any summons,
complaint or other process and agrees that the service thereof may be made in
the manner set forth in section 8 above.

     

    
      
        
        

      

      
        - 7
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    11.          Miscellaneous

    


    11.1         This
Escrow Agreement shall be construed without regard to any presumption or other
rule requiring construction against the party causing such instrument to be
drafted.  The  terms “hereby,” “hereof,” “hereunder,” and
any similar terms, as used in this Escrow Agreement, refer to the Escrow
Agreement in its entirety and not only to the particular portion of this Escrow
Agreement where the term is used.  The word “person” shall mean any
natural person, partnership, corporation, government and any other form of
business of legal entity.  All words or terms used in this Escrow
Agreement, regardless of the number or gender in which they were used, shall be
deemed to include any other number and any other gender as the context may
require.  This Escrow Agreement shall not be admissible in evidence to
construe the provisions of any prior agreement.

    


    11.2         This
Escrow Agreement and the rights and obligations hereunder of the Company may not
be assigned.  This Escrow Agreement and the rights and obligations
hereunder of the Escrow Agent may be assigned by the Escrow
Agent.  This Escrow Agreement shall be binding upon and inure to the
benefit of each party’s respective successors, heirs and permitted assigns. No
other person shall acquire or have any rights under or by virtue of this Escrow
Agreement. This Escrow Agreement may not be changed orally or modified, amended
or supplemented without an express written agreement executed by the Escrow
Agent and all Escrowing Parties. This Escrow Agreement is intended to be for the
sole benefit of the parties hereto and their respective successors, heirs and
permitted assigns, and none of the provisions of this Escrow Agreement are
intended to be, nor shall they be construed to be, for the benefit of any third
person.

    


    11.3         This
Escrow Agreement shall be governed by, and construed in accordance with, the
internal laws of the State of Utah. The representations and warranties contained
in this Escrow Agreement shall survive the execution and delivery hereof and any
investigations made by any party.  The headings in this Escrow
Agreement are for purposes of reference only and shall not limit or otherwise
affect any of the terms thereof.

    


    12.          Execution of
Counterparts     This Escrow Agreement may be
executed in a number of counterparts, by facsimile, each of which shall be
deemed to be an original as of those whose signature appears thereon, and all of
which shall together constitute one and the same instrument.  This
Escrow Agreement shall become binding when one or more of the counterparts
hereof, individually or taken together, are signed by all the
parties.

     

    
      
        
        

      

      
        - 8
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    IN WITNESS WHEREOF, the parties have
executed and delivered this Escrow Agreement on the day and year first above
written.

    


    
      
        
          
            
              
                
                  
                    	
                            ESCROW
      AGENT:

                          	 
	 
      	 
	
                            INTERWEST
      TRANSFER COMPANY, INC.

                          	 
	 
      	 
      	 
	
                            By:

                          	
                                    
      /s/ Kurtis Hughes

                          	 
	 
      	
                            Kurtis
      Hughes, Vice-President

                          	 
	 
      	 
      	 
	
                            PERPETUAL
      TECHNOLOGIES,  INC

                          	 
	 
      	 
	
                            By:

                          	
                                    
      /s/  Jie Li

                          	 
	 
      	
                            Mr.
      Jie Li, Director

                          	 
	 
      	 
      	 
	
                            LONG
      BOARD CAPITAL ADVISORS

                          	 
	 
      	 
	
                            By:

                          	
                                   
      /s/ Brett Conrad

                          	 
	 
      	
                            Brett
      Conrad

                          	 


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        - 9
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    EXHIBIT
A

    


    PARTIES
TO AGREEMENT

    


    Perpetual
Technologies, Inc.

    Attention:
Mr. Jie Li

    Address:
Shishan Industrial Park, Shishan District

                   
NanHai City, Guangdong

                   
People’s Republic of China


    
      
        
          	
                   

                
	
                  Mr.
      Jie Li

                


        

      

    

    


    Interwest
Transfer Company, Inc.

    1981
Murray Holladay Road, Suite 100

    Salt
Lake City, UT 84117

    Tele:
(801) 272-9294


    
      
        
          	
                   

                
	
                  Kurtis
      Hughes, Vice-President

                


        

      

    

    


    
      
        
          	
                  Longboard
      Capital Advisors

                
	 
      
	
                  Brett
      Conrad - President

                


        

      

    

     

    
      
        
        

      

      
        - 10
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    EXHIBIT
B

    


    SUBCRIPTION
INFORMATION

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Name
      of Subscriber

                                                	 	 
      
	 
      	 	 
      
	
                                                  Address
      of Subscriber

                                                	 	 
      
	 
      	 	 
      
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
                                                  Amount
      of Securities

                                                	 	 
      
	
                                                  Subscribed

                                                	 	 
      
	 
      	 	 
      
	
                                                  US
      Dollar Amount

                                                	 	 
      
	
                                                  Submitted

                                                	 	 
      
	 
      	 	 
      
	
                                                  Taxpayer
      ID Number/

                                                	 	 
      
	
                                                  Social
      Security Number

                                                	 	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        - 11
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    EXHIBIT
C

    


    INTEREST
RELEASE REQUEST

    


    Pursuant to that certain Escrow
Agreement, dated as of February 11, 2010, by and between Perpetual Technologies,
Inc., a Delaware corporation (the “Company”), Interwest Transfer Company, Inc.
(the “Escrow Agent”), LongBoard Capital Advisors  (the “Lead
Investor”) and Primary Capital, LLC (the “Placement Agent”), the Escrow Agent
shall allocate $200,000 from the Escrowed Funds and hold such portion in a
separate escrow account (the “Interest Account”) to pay the interest due on the
Notes. Under the terms of the Notes interest is payable at the rate of ten
percent (10%) per annum on the last business day of each fiscal quarter while
the Note is outstanding and on the Maturity Date (as defined in the Note). The
Company, the Lead Investor and the Placement Agent hereby request releasing
funds from the Interest Account in the amount and manner described below from
[Bank Name and account number], styled Interwest Transfer Company, Inc. escrow
account.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Please
      disburse to:

                                            	 	 
      
	 
      	 	 
      
	
                                              Amount
      to disburse:

                                            	 	 
      
	 
      	 	 
      
	
                                              Form
      of distribution:

                                            	 	 
      
	 
      	 	 
      
	
                                              Payee:

                                            	 	 
      
	
                                              Name:

                                            	 	 
      
	
                                              Address:

                                            	 	 
      
	
                                              City/State:

                                            	 	 
      
	
                                              Zip:

                                            	 	 
      
	 
      	 	 
      
	
                                              Bank:

                                            	 	 
      
	 	 	 
	 	 	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Statement
      of event or condition which calls for this request for
      disbursement:

                            
	 
	 


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Disbursement
      approved by:

                              	 	 
      
	 
      	 	 
      
	
                                Perpetual
      Technologies, Inc.

                              	 	 
      
	 
      	 	 
      
	
                                Jie
      Li

                              	 	
                                Date

                              
	 
      	 	 
      
	
                                Primary
      Capital, LLC

                              	 	 
      
	 
      	 	 
      
	
                                John
      Tammaro

                              	 	
                                Date

                              
	 
      	 	 
      
	
                                Longboard
      Capital Advisors

                              	 	 
      
	 
      	 	 
      
	
                                Brett
      Conrad

                              	 	
                                Date

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        - 12
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    EXHIBIT
D

    


    EVENT
OF DEFAULT RELEASE REQUEST

    


    Pursuant to that certain Escrow
Agreement, dated as of February 11, 2010, by and between Perpetual Technologies,
Inc., a Delaware corporation (the “Company”), Interwest Transfer Company, Inc.
(the “Escrow Agent”), LongBoard Capital Advisors  (the “Lead
Investor”) and Primary Capital, LLC (the “Placement Agent”), the Escrow Agent
shall allocate $200,000 from the Escrowed Funds and hold such portion in a
separate escrow account (the “Interest Account”) to pay the interest due on the
Notes. In addition on the occurrence and during the continuance of any Event of
Default (as defined as defined in the Note), the outstanding principal of this
Note shall bear interest at the rate of eighteen percent (18%) per annum. The
Company, the Lead Investor and the Placement Agent hereby requests releasing
funds form the Interest Account in the amount and manner described below from
[Bank Name and account number], styled Interwest Transfer Company, Inc. escrow
account.


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Please
      disburse to:

                                        	 	 
      
	 
      	 	 
      
	
                                          Amount
      to disburse:

                                        	 	 
      
	 
      	 	 
      
	
                                          Form
      of distribution:

                                        	 	 
      
	 
      	 	 
      
	
                                          Payee:

                                        	 	 
      
	
                                          Name:

                                        	 	 
      
	
                                          Address:

                                        	 	 
      
	
                                          City/State:

                                        	 	 
      
	
                                          Zip:

                                        	 	 
      
	 
      	 	 
      
	
                                          Bank:

                                        	 	 
      
	 	 	 
	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Statement
      of event or condition which calls for this request for
      disbursement:

                            
	 
	 


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Disbursement
      approved by:

                                        	 	 
      
	 
      	 	 
      
	
                                          Perpetual
      Technologies, Inc.

                                        	 	 
      
	 
      	 	 
      
	
                                          Jie
      Li

                                        	 	
                                          Date

                                        
	 
      	 	 
      
	
                                          Primary
      Capital, LLC

                                        	 	 
      
	 
      	 	 
      
	
                                          John
      Tammaro

                                        	 	
                                          Date

                                        
	 
      	 	 
      
	
                                          Longboard
      Capital Advisors

                                        	 	 
      
	 
      	 	 
      
	
                                          Brett
      Conrad

                                        	 	
                                          Date

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        - 13
-

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
E

    

    


    DISBURSEMENT
REQUEST

    


    Pursuant to that certain Escrow
Agreement, dated as of February 11, 2010, by and between Perpetual
Technologies, Inc., a
Delaware corporation (the “Company”), Interwest
Transfer Company, Inc. (the “Escrow Agent”),
LongBoard Capital Advisors  (the “Lead Investor”) and Primary Capital,
LLC (the “Placement Agent”), the Company, the Lead Investor and Primary Capital
LLC hereby requests disbursement of funds in the amount and manner described
below from [Bank Name and account number], styled Interwest Transfer Company,
Inc. escrow account.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Please
      disburse to:

                                          	 	 
      
	 
      	 	 
      
	
                                            Amount
      to disburse:

                                          	 	 
      
	 
      	 	 
      
	
                                            Form
      of distribution:

                                          	 	 
      
	 
      	 	 
      
	
                                            Payee:

                                          	 	 
      
	
                                            Name:

                                          	 	 
      
	
                                            Address:

                                          	 	 
      
	
                                            City/State:

                                          	 	 
      
	
                                            Zip:

                                          	 	 
      
	 
      	 	 
      
	
                                            Bank:

                                          	 	 
      
	 	 	 
	 	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  	
                          Statement
      of event or condition which calls for this request for
      disbursement:

                        
	 
	 


                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Disbursement
      approved by:

                                	 	 
      
	 
      	 	 
      
	
                                  Perpetual
      Technologies, Inc.

                                	 	 
      
	 
      	 	 
      
	
                                  Jie
      Li

                                	 	
                                  Date

                                
	 
      	 	 
      
	
                                  Primary
      Capital, LLC

                                	 	 
      
	 
      	 	 
      
	
                                  John
      Tammaro

                                	 	
                                  Date

                                
	 
      	 	 
      
	
                                  Longboard
      Capital Advisors

                                	 	 
      
	 
      	 	 
      
	
                                  Brett
      Conrad

                                	 	
                                  Date

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        - 14
-