ESCROW
                  AGREEMENT

                 

                 

                 

              


      

      


       

       

       

      CREATIVE
        BUSINESS CONCEPTS, INC.

      


      and

      


      CREATIVECORP,
        INC.

      


      


      


      


      


      


      


      


      


       

       

       

       

       

       

      01
        March, 2007

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ESCROW
        AGREEMENT 
        
          

        

      

       

      I

      


      PARTIES

      


      THIS
        ESCROW AGREEMENT (the
        “Agreement”) is
        entered into effective as of the 1st
        day of
        March, 2007, by and between CREATIVE BUSINESS CONCEPTS, INC., a California
        corporation (“CBC”); and,
        CREATIVECORP, INC., a Delaware corporation (collectively, “Buyer”). CBC and
        Buyer are sometimes referred to collectively herein as the “Parties”, and each
        individually as a “Party”.

      


      II

      


      RECITALS

      


      A.   Concurrent
        with the execution of this Agreement, CBC and Buyer
        have
        executed and entered into an Asset Purchase Agreement (the “Purchase
        Agreement”), pursuant to which Buyer would acquire substantially all of the
        Assets of CBC. 

      


      B.   This
        Agreement will be executed and entered into pursuant to and subject to all
        terms
        and conditions of the Purchase Agreement as if set forth in full
        herein.
        Capitalized terms not defined herein shall have the same meanings attached
        to
        them in the Purchase Agreement. 

      


      C.   This
        Agreement is that certain Escrow Agreement attached to the Purchase Agreement
        as
        Exhibit 3.3.2.(b) and is hereby executed in order to receive and administer
        the
        Hold Back, as well as to provide an additional remedy under the indemnification
        provisions of the Purchase Agreement. The Hold Back shall be administered
        and
        distributed strictly in accordance with this Agreement. 

      


      D.   In
        connection with the transactions contemplated under the Purchase Agreement
        and
        the Settlement Documents, the Parties desire to define herein the terms and
        conditions under which the Hold Back shall be retained in Escrow and distributed
        to the appropriate Party.

      


      E.   NOW,
        THEREFORE,
        in
        consideration of the promises and the mutual covenants contained herein,
        and for
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the Parties, intending to be legally bound, hereby agree
        as
        follows:

      


      III

      


      CREATION
        OF ESCROW

      


      3.1 
          Escrow.
        An
        escrow is hereby created for the purpose of holding administering the Hold
        Back
        pursuant to the terms and conditions of this Agreement and the Purchase
        Agreement (the “Escrow”). The term Escrow shall also expressly include the trust
        account maintained by the Escrow Holder and into which the Hold Back shall
        be
        deposited. 

      



      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      3.2    Purpose
        of Escrow.
        The
        Parties agree that the purpose of the Escrow is to ensure the proper collection
        of the Accounts Receivable acquired by Buyer under the Purchase Agreement,
        and
        to provide an additional remedy under the indemnification provisions of the
        Purchase Agreement. The Escrow is expressly not for, and must not be interpreted
        as, a guaranty as to the collectibility of the Accounts Receivable.


      


      3.3    Escrow
        Holder.
        At all
        times hereunder, JOSHUA E. LATHAM shall serve as “Escrow Holder” hereunder. CBC
        acknowledges that Escrow Holder is legal counsel to Buyer and that Escrow
        Holder
        is not providing legal services hereunder. As such, CBC shall not be deemed
        to
        be a client of Escrow Holder and waives any right to contend that Escrow
        Holder
        has a conflict of interest in serving hereunder or continuing to represent
        Buyer, even in any action prospective action involving CBC. 

      


      3.4    Delivery
        of Hold Back.
        Upon
        Closing under the Purchase Agreement, the Hold Back shall be delivered to
        Escrow
        Holder and immediately deposited into the attorney/client trust account of
        Escrow Holder. The amount retained in Escrow hereunder may change from
        time-to-time hereunder, and the Escrow Holder shall act in accordance with
        this
        Agreement to effect any and all necessary changes. 

      


      IV

      


      RELEASE
        OF HOLD BACK

      


      4.1    Pro
        Rated Release.
        On the
        1st
        and
        15th
        calendar
        day of each month (or the next business day if such day is a Saturday or
        Sunday
        or a national holiday) following the Closing, the Parties shall agree upon
        how
        much of the Accounts Receivable has been collected by Buyer (the “Collected
        Amount”). Escrow Holder shall then immediately release from Escrow and transfer
        to CBC that percentage of the Hold Back then held in Escrow equal to the
        Collected Amount divided by the then balance of the Hold Back held in
        Escrow.

      


      4.2    Release
        to Buyer.
        Escrow
        Holder shall immediately release and transfer to Buyer any and all amounts
        of
        the Accounts Receivable which CBC has collected and has not remitted to Buyer.
        

      


      4.3    Immediate
        Final Release.
        Notwithstanding other any other provision herein to the contrary, upon the
        occurrence of the first of the following to occur, Escrow Holder shall
        immediately release and transfer to CBC all remaining amounts of the Hold
        Back:

      


      (a)   The
        collection of the entire amount of the Accounts Receivable; or 

      


      (b)   Ninety
        (90) days from the Closing Date.

      


      4.5    Offset
        Rights.
        Escrow
        Holder shall also immediately release and transfer to Buyer those amounts
        to
        which Buyer is judicially entitled to pursuant to the indemnification provisions
        of Article X of the Purchase Agreement. 

      



      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      4.6    Procedure
        for Release.
        Any and
        all amounts of the Hold Back to be released hereunder shall be effected by
        Escrow Holder as quickly as possible. CBC and Buyer must agree on all amounts
        to
        be released from Escrow. In the event CBC and Buyer disagree as to the amount
        of
        any claimed release, Escrow Holder shall not make the distribution. Instead,
        all
        disputes shall be immediately resolved by arbitration pursuant to Section
        13.15
        of the Purchase Agreement. Said arbitration shall be commenced within fifteen
        (15) days after Escrow Holder informs the Parties he will not effect the
        release
        in question. 

      


      V

      


      RIGHTS
        OF ESCROW HOLDER

      


      The
        Parties acknowledge that Escrow Holder is assuming the obligations hereunder
        as
        an accommodation to the Parties only, and that Escrow Holder shall have no
        responsibility to the Parties other than to comply with the terms and conditions
        of this Agreement. The Parties jointly and severally agree to indemnify and
        hold
        Escrow Holder harmless from any and all costs, expenses, claims, or actions
        which may be asserted by or against Escrow Holder, including claims or actions
        by either Party, except for actions involving the gross negligence or
        intentional misconduct of Escrow Holder. If, in the sole discretion of Escrow
        Holder, it is necessary for Escrow Holder to file an action to determine
        or
        ascertain the rights of any of the Parties under the terms of this Agreement
        or
        to interpret any of the provisions of this Agreement, the Parties shall equally
        pay any and all costs incurred by Escrow Holder in such action, including
        reasonable attorneys' fees as determined by the court.

      


      VI

      


      ADDITIONAL
        PROVISIONS

      


      The
        notice provisions of Article XII of the Purchase Agreement, and all provisions
        of Article XIII of the Purchase Agreement, are hereby incorporated by reference
        herein as if set forth in full. 

       

      VII

      


      EXECUTION

      


      IN
        WITNESS WHEREOF,
        this
        ESCROW AGREEMENT has been duly executed by the Parties in Orange County,
        California, and shall be effective as of and on the Effective Date set forth
        in
        Article I of this Agreement. Each of the undersigned Parties hereby represents
        and warrants that it (i) has the requisite power and authority to enter into
        and
        carry out the terms and conditions of this Agreement, as well as all
        transactions contemplated hereunder; and, (ii) it is duly authorized and
        empowered to execute and deliver this Agreement. 

      



      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      EXECUTION
        PAGE TO ESCROW AGREEMENT

      


      
        	
                BUYER:

              	
                CBC:

              
	 	 
	
                CREATIVECORP,
                  INC.,

              	
                CREATIVE
                  BUSINESS CONCEPTS, INC.,

              
	
                a
                  Delaware corporation

              	
                a
                  California corporation

              
	 	 
	 	 
	
                BY:                                                                                    
                  

              	
                BY:                                                        
                               

              
	 	 
	
                NAME:                                                                       
                         

              	
                NAME:                                                    
                             

              
	 	 
	
                TITLE:                                                                                

              	
                TITLE:                                                      
                             
                  

              
	 	 
	
                DATED:                                                                         
                      

              	
                DATED:                                                       
                         

              


      

      


      


      *  
         *    *    *    *  
 *    *    *

      


      The
        undersigned hereby agrees to serve as the “Escrow Holder” and further agrees to
        comply with the terms and conditions of this Agreement in regard to acting
        as
        Escrow Holder. 

      


      


      


      
        	
                DATED:                                                                             
                  

              	                                                                  
                          
	 	
                NAME:
                  JOSHUA E. LATHAM

              


      

      


      


      
 

       

       

       

       

       

       

       

       

       

       

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