EXHIBIT 4.2


           This Escrow Agreement (the "Escrow  Agreement")  dated as of _______,
2005 is by and among Samdrew II, Inc., a Delaware  corporation  (the "Company"),
First National Bank of Long Island,  located at 10 Glen Head Road, Glen Head, NY
11545 (the "Escrow Agent").

                                    RECITALS

           WHEREAS, the Company is offering for sale to the public 25,000 Shares
(the "Shares") of Common Stock, par value $0.0001 per share, of the Company,  at
a price of $1.00 per share;

           WHEREAS,  the Shares are being offered on a "best  efforts"  basis in
accordance  with the terms and  conditions  set  forth in the  prospectus  dated
__________,  2005 (the  "Prospectus")  included  in the  Company's  Registration
Statement  on  Form  SB-2  (SEC  File  No.   _____________),   as  amended  (the
"Registration Statement");

           WHEREAS, the public offering of the Shares is subject to and is being
conducted in accordance  with Rule 419 of the Securities Act of 1933, as amended
(the  "Securities  Act")  pertaining to public  offerings by companies  commonly
referred to as "blank check companies";

           WHEREAS,  the public offering of the Shares  commenced on the date of
the  Prospectus  and will end the earlier of the receipt and  acceptance  by the
Company of subscriptions for 25,000 Shares or ninety (90) days after the date of
the Prospectus;

           WHEREAS,  subscribers for Shares shall deposit with the Escrow Agent,
by check or wire  transfer  payment,  the aggregate  subscription  price for the
Shares subscribed for;

           WHEREAS,  all funds  representing  the  subscription  price of Shares
subscribed  for shall be  deposited  and held in an escrow  account (the "Escrow
Account")  established  by and  maintained  with the Escrow  Agent as an insured
depositary  institution  within  the  meaning  of  Rule  419(b)(1)(i)(A)  of the
Securities Act;

           WHEREAS,  the  Company  desires  to appoint  the Escrow  Agent as the
escrow  agent for the  Escrow  Account,  on the terms and  conditions  set forth
herein in order to comply with the  requirements  of Rule 419 of the  Securities
Act;

           WHEREAS,  if  subscriptions  for 25,000 Shares have not been received
and  accepted  by the  Company  within  ninety  (90) days  after the date of the
Prospectus,  all funds and interest,  if any, shall be returned  promptly to the
subscribers;

           WHEREAS, if subscriptions for _________ Shares have been received and
accepted by the Company and ______ of funds have been  deposited into the Escrow
Account  within ____ days after the date of the  Prospectus,  the  Company  will
deposit  INTO  THE  Escrow  Account  stock  certificates  in the  name  of  each
subscriber representing the number of Shares purchased from the Company;


<PAGE>


           WHEREAS,  if subscriptions  for _______ Shares have been received and
accepted by the Company and  $_______________  of funds have been deposited into
the  Escrow  Account  within  ____ days  after the date of the  Prospectus,  the
escrowed funds and the stock certificates deposited by the Company shall be held
in the Escrow Account for a period  thereafter of up to 18 months after the date
of the Prospectus (the "Post-Offering  Period") until the escrowed funds and the
escrowed stock  certificates  are released and delivered in accordance  with the
terms and conditions set forth herein;

           WHEREAS, the escrowed Shares being held in the Escrow Account may not
be  transferred  except in accordance  with the terms and  conditions  set forth
herein; and

           WHEREAS,  the  Escrow  Agent  agrees  to  serve  as  escrow  agent in
accordance with the terms and conditions set forth herein.

           NOW,  THEREFORE,  in consideration of the mutual agreements set forth
below, the parties hereby agree as follows:

           1. Appointment of Escrow Agent and Establishment of Escrow Account.

           The Company  hereby  appoints  the Escrow  Agent as the escrow  agent
hereunder in accordance with the terms and conditions set forth herein,  and the
Escrow Agent hereby accepts such  appointment.  The Escrow Agent shall establish
and maintain the separate Escrow Account in the name of "Samdrew II, Inc. Escrow
Account"  as an  insured  depositary  institution  within  the  meaning  of Rule
419(b)(1)(i)(A)  of the  Securities  Act.  The  Escrow  Account  shall  not bear
interest until  subscriptions  for 25,000 Shares have been received and accepted
by the Company.  After such receipt and acceptance the Escrow Account shall bear
interest.  The Escrow  Account  shall be  maintained  and  administered  and the
escrowed  funds and the escrowed  securities  shall be released and delivered in
accordance with the terms and conditions set forth herein.

           2. Deposit of Funds.

           (a) All funds received by the Escrow Agent from  subscribers  for the
Shares shall be deposited  and held in the Escrow  Account.  The Escrow Agent is
hereby  empowered  on behalf of the  Company to endorse  and collect all checks,
drafts,  or other  instruments  received on account of subscriptions for Shares.
Any check  returned  unpaid to the Escrow  Agent shall be returned by the Escrow
Agent to the subscriber.  In such cases,  the Escrow Agent shall promptly notify
the Company of such return.  The Escrow Agent shall provide  information  to the
Company as to the funds  deposited  into the Escrow  Account and the  collection
status of such funds.


                                       2
<PAGE>


           As used herein, "collection" means the normal process by which a bank
clears checks and collects funds thereon.  The Company shall provide information
to the Escrow  Agent as to each  subscriber's  name,  address,  number of Shares
subscribed  for and  the  subscription  price  paid  therefor,  and  such  other
information  concerning  the  subscribers  as the  Escrow  Agent may  reasonably
request.

           (b) If the  Company  rejects  any  subscription  for which the Escrow
Agent has collected funds from the  subscriber,  the Escrow Agent shall promptly
issue a refund  check to the  rejected  subscriber.  If the Company  rejects any
subscription  for  which  the  Escrow  Agent  has not  collected  funds  but has
submitted the subscriber's  check for collection,  the Escrow Agent shall,  upon
receipt of written instructions from the Company, promptly issue a check for the
amount of the  subscriber's  check to the rejected  subscriber  after the Escrow
Agent has cleared such funds.  If the Escrow Agent has not  submitted a rejected
subscriber's  check for  collection,  the Escrow  Agent  shall,  upon receipt of
written  instructions  from the Company,  promptly remit the subscriber's  check
directly to the subscriber.

           3. Status of Funds.

           Until all funds in the Escrow  Account are  disbursed  in  accordance
with the terms and conditions of this Escrow Agreement, all funds deposited into
the Escrow  Account shall be  considered  the property of the  subscribers.  The
funds  deposited and held in the Escrow Account shall not become the property of
the Company or subject to its debts or obligations,  unless and until such funds
have been  disbursed to the Company in accordance  with the terms and conditions
of this Escrow  Agreement.  The Escrow Agent shall no make any  disbursements of
funds from the Escrow Account except as expressly provided herein.

           4. Return of Funds if the Offering is not Fully Subscribed.

           If  subscriptions  for all 25,000  Shares have not been  received and
accepted  by  the  Company  within  ninety  (90)  days  after  the  date  of the
Prospectus,  all funds and interest thereon,  if any, shall be returned promptly
to the subscribers without deduction, penalty, or expense.

           5. Deposit of Certificates if the Offering is Fully Subscribed.

           If  subscriptions  for all  25,000  Shares  have  been  received  and
accepted  by  the  Company  within  ninety  (90)  days  after  the  date  of the
Prospectus, the Company shall deposit into the Escrow Account share certificates
issued  in the names of each  subscriber  for the  number of Shares  sold by the
Company to each subscriber.  The share  certificates shall be held in the Escrow
Account during the  Post-Offering  Period and shall not be released or delivered
by the Escrow Agent except as expressly provided herein.


                                       3
<PAGE>


           6.  Retention  of Funds in the  Escrow  Account  if the  Offering  is
Subscribed.

           If  subscriptions  for all  25,000  Shares  have  been  received  and
accepted  by  the  Company  within  ninety  (90)  days  after  the  date  of the
Prospectus,   the  funds  shall  be  held  in  the  Escrow  Account  during  the
Post-Offering  Period and shall not be  disbursed  by the Escrow Agent except as
expressly provided herein.

           7. Transfer of Securities Held in the Escrow Account.

           The shares held in the Escrow Account shall not be transferred  other
than by will or the laws of descent and distribution, or pursuant to a qualified
domestic  relations  order as defined by the  Internal  Revenue  Code of 1986 as
amended or Title I of the Employee  Retirement Income Security Act, or the rules
thereunder. In no event, however, shall any shares held in the Escrow Account be
released or delivered by the Escrow Agent except as expressly provided elsewhere
herein.

           8. Distributions from the Escrow Account.

           (a) The Escrow  Agent shall make  distributions  of the funds held in
the  Escrow  Account  during the  Post-Offering  Period in  accordance  with the
instructions set forth in Schedule A attached hereto.

           (b)  The  Escrow  Agent  shall  make   distributions   of  the  share
certificates  held in the  Escrow  Account  during the  Post-Offering  Period in
accordance with the instructions set forth in Schedule B attached hereto.

           (c) The parties agree that all records relating to transactions  made
pursuant to the Escrow  Agreement and the Escrow Account shall be available,  at
all reasonable times, for inspection,  examination and reproduction by any party
hereto, or any representative of any of the parties hereto, and such persons are
authorized  to examine  and audit the  Escrow  Account  pursuant  hereto and the
Escrow Agent is expressly authorized and directed to permit such examination and
audit.

           9. Exculpation and Indemnification of Escrow Agent.

           9.1. 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 to anyone else by reason of any failure
on the part of any  party  hereto or any  maker,  guarantor,  endorser  or other
signatory  of  any  document  or any  other  person  to  perform  such  person's
obligations under such document.

           Except for amendments to this Agreement referred to below, and except
for  instructions  given to the Escrow Agent by the Company and the  subscribers
relating to the Escrow Account,  the Escrow Agent,  as applicable,  shall not be
obligated to recognize any agreement between any and all of the persons referred
to  herein,  notwithstanding  that  references  thereto  may be made  herein and
whether or not it has knowledge thereof.


                                       4
<PAGE>


           9.2. The Escrow Agent shall not be liable to the Company 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 in the  exercise of its own best  judgment.
The Escrow Agent may rely conclusively and shall be protected in 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, as
applicable,  to be genuine and to be signed or presented by the proper person or
persons.  The Escrow  Agent  shall not be bound by any notice or demand,  or any
waiver, modification,  termination or rescission of this Escrow Agreement or any
of the terms  thereof,  unless  evidenced  by a writing  delivered to the Escrow
Agent,  as applicable,  signed by the proper party or parties and, if the duties
or rights of the Escrow Agent, as applicable, are affected, unless it shall give
its prior written consent thereto.

           9.3. The Escrow Agent shall not be responsible for the sufficiency or
accuracy of the form of, or the execution,  validity,  value or genuineness  of,
any document or property received,  held or delivered by 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 other  parties  hereto or to anyone  else in any  respect  on account of the
identity,  authority  or  rights  of the  persons  executing  or  delivering  or
purporting  to execute or deliver  any  document  or  property  pursuant  to the
provisions of this Agreement.  Except as specifically  provided for herein,  the
Escrow Agent shall have no responsibility with respect to the use or application
of any funds or other property paid or delivered by the Escrow Agent pursuant to
the provisions hereof. The Escrow Agent shall not be liable to the Company or to
anyone else for any loss which may be incurred  by reason of any  investment  of
any monies which it holds  hereunder  provided the Escrow Agent,  as applicable,
has complied with the provisions of Section 2 hereunder.

           9.4.  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,  as  applicable,  does not exist or has not occurred,  without  incurring
liability to the other parties  hereto or to anyone else for any action taken or
omitted,  or any action suffered by it to be taken or omitted, in good faith and
in the exercise of its own best judgment, in reliance upon such assumption.

           9.5.  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 funds held hereunder or any payment made hereunder, the Escrow
Agent, as applicable,  may pay such taxes. The Escrow Agent, as applicable,  may
withhold  from any  payment of monies  held by it  hereunder  such amount as the
Escrow  Agent,  as  applicable,  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 or interest in respect of taxes,  on
such investment income or payments in the manner provided in Section 9.6.


                                       5
<PAGE>


           9.6. The Escrow Agent will be  indemnified  and held  harmless by the
Company from and against any and all expenses, including reasonable counsel fees
and  disbursements,  or loss suffered by the Escrow  Agent,  as  applicable,  in
connection with any action, suit or other proceeding  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,  as  applicable,  hereunder,  the  monies  or other  property  held by it
hereunder or any income earned from  investment of such monies;  provided,  that
such  expenses or loss are not as a result of the Escrow Agent,  as  applicable,
acting, or omitting to take action,  in bad faith or with willful  misconduct or
gross negligence  promptly after the receipt by the Escrow Agent, as applicable,
of notice of any  demand or claim or the  commencement  of any  action,  suit or
proceeding,  the  Escrow  Agent,  as  applicable,  shall,  if a claim in respect
thereof  is to be made  against  the  Company,  notify  the  Company  thereof in
writing, but the failure by the Escrow Agent, as applicable, to give such notice
shall not relieve the Company from any  liability  which the Company may have to
the Escrow Agent hereunder.  For the 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,  reasonable   counsel  fees  and
disbursements,  paid or incurred in investigating or defending  against any such
claims, demand, action, suit or proceeding.

           10. Termination of Escrow Agreement and Resignation of Escrow Agent.

           10.1. This Escrow Agreement shall terminate on the final  disposition
of the monies and property held in the Escrow Account  hereunder,  provided that
the rights of the Escrow Agent and the  obligations  of the other parties hereto
under Sections 9 and 11 shall survive the termination hereof.

           10.2. The Escrow Agent may resign at any time and be discharged  from
its duties as Escrow Agent  hereunder by giving the Company and the  subscribers
at least  thirty (30) days' notice  thereof.  As soon as  practicable  after its
resignation,  the Escrow  Agent  shall  turn over to a  successor  escrow  agent
appointed  by  the  Company  all  monies  and  property  held   hereunder   upon
presentation of the document  appointing the new escrow agent and its acceptance
thereof. If no new Escrow Agent is so appointed within the sixty (60) day period
following such notice of resignation, the Escrow Agent may deposit the aforesaid
monies and property with any court it deems appropriate.

           11. Form of Payments by Escrow Agent.

           11.1.  Any  payments  by the Escrow  Agent to  subscribers  or to the
persons  other than the Company  pursuant to the terms of this Escrow  Agreement
shall be made by check,  payable to the order of each  respective  subscriber or
other person.


                                       6
<PAGE>


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

           12. Compensation.

           12.1. For services rendered, the Escrow Agent shall receive an annual
fee of $500 as  compensation.  The  Escrow  Agent  shall  also  be  entitled  to
reimbursement  from the Company for all  expenses  paid or incurred by it in the
administration  of its duties  hereunder,  including,  but not  limited  to, all
counsel,  advisors' and agents' fees and  disbursements and all reasonable taxes
or  other  governmental  charges.  No such  fee,  reimbursement  for  costs  and
expenses,  indemnification  or any damages  incurred by the Escrow  Agent or any
monies  whatsoever shall be paid out of or chargeable to the subscription  funds
held in the Escrow Account.

           13. Notices.

           Unless expressly  provided herein to the contrary,  notices hereunder
shall be in writing,  and  delivered  by  telecopier,  overnight  express  mail,
first-class  postage  prepaid,  delivered  personally  or by  receipted  courier
service.  All such  notices  which are  mailed  shall be deemed  delivered  upon
receipt and all such  notices  shall be  addressed  as follows (or to such other
address as any party hereto may from time to time designate by notice duly given
in accordance with this paragraph):

           If to the Company, to:
           David N. Feldman, Esq.
           970 Browers Point Branch
           Hewlett Neck, NY 11598

           If to the Escrow Agent, to:
           First National Bank of Long Island
           10 Glen Head Road
           Glen Head, NY 11545

           14. Miscellaneous.

           (a) Choice of Law and  Jurisdiction.  This Escrow  Agreement shall be
governed by and construed in accordance with the law of the State of New York as
applied to agreements made and to be performed entirely in New York. The parties
agree that  delivery  or mailing  of any  process or other  papers in the manner
provided  herein,  or in such other manner as may be permitted by law,  shall be
valid and sufficient service thereof.


                                       7
<PAGE>


           (b) Benefits and Assignment.  Nothing in this Agreement, expressed or
implied,  shall give or be  construed to give any person,  firm or  corporation,
other than the parties hereto and their successors and assigns,  any legal claim
under  any  covenant,   condition  or  provision  hereof,   all  the  covenants,
conditions,  and  provisions  contained  in this  Agreement  being  for the sole
benefit of the parties  hereto and their  successors  and assigns.  No party may
assign any of its rights or obligations  under this Escrow Agreement without (i)
the written  consent of all the other parties,  which consent may be withheld in
the sole  discretion  of the party whose  consent is sought and (ii) the written
agreement  of the  transferee  that it will be bound by the  provisions  of this
Agreement.

           (c)   Counterparts.   This  Agreement  may  be  executed  in  several
counterparts,   each  one  of  which  shall  constitute  an  original,  and  all
collectively shall constitute but one instrument.

           (d)  Amendment and Waiver.  This  Agreement may be modified only by a
written  amendment  signed  by all the  parties  hereto,  and no  waiver  of any
provision  hereof shall be effective unless expressed in a writing signed by the
party to be charged.

           (e)  Headings.  The headings of the sections  hereof are included for
convenience of reference only and do not form part of this Agreement.

           (f) Entire Agreement.  This Agreement contains the complete agreement
of the parties with respect to its subject  matter and  supersedes  and replaces
any previously  made  proposals,  representation,  warranties or agreements with
respect thereto by any of the parties hereto.

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


                                       SAMDREW II, INC.

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                       FIRST NATIONAL BANK OF LONG ISLAND

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       8
<PAGE>


SCHEDULE A

           1. Release of Escrow Assets to the Company.  Funds and  interest,  if
any, held in the Escrow  Account (the "Escrow  Assets") shall be released to the
Company in accordance with the following:

           (a) The Escrow  Agent  shall not  release  the  Escrow  Assets to the
Company prior to:

           (i) receipt by the Escrow Agent of a signed  representation  from the
Company, together with other evidence reasonably acceptable to the Escrow Agent,
that the Company has completed a transaction or series of  transactions in which
the  Company  has  entered  into a  specific  line of  business,  and a  written
confirmation  that the fair market value (as  determined  by the Company,  based
upon  standards  generally  accepted  by  the  financial  community,   including
revenues,  earnings, cash flow and book value) of the business(es) or net assets
to be acquired exceeds eighty percent of the maximum offering proceeds described
in the Registration  Statement, as required by the Registration Statement and in
which at least 50% of the gross  offering  proceeds is  committed  to a specific
line of business (as defined in Section 11-51-302(6) and Rule 51-3.4 promulgated
thereunder); and

           (ii)  the  satisfaction  of  all  other  conditions  required  to  be
satisfied  by the Company for the release of the Escrow  Assets,  including  all
those set forth in (A) Rule 419(e) of the  Securities Act and (B) the provisions
of NY law

           The Escrow  Agent shall not be  responsible  for the  sufficiency  or
accuracy of the form of, or the execution,  validity,  value or genuineness  of,
any document  received in connection  with this Section 1(a) of this Schedule A,
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 other parties to this  Agreement or to anyone else
in any respect on account of the  identity,  authority  or rights of the persons
executing or delivering or purporting to execute or deliver any such document.

           (b) Subject to Section 1(a) above,  the Escrow Agent shall release to
the Company the balance of the funds held in the Escrow Account and interest, if
any  (after  deducting  therefrom  the  amount  of funds and  interest,  if any,
disbursed to the  subscribers  in accordance  with the provisions of paragraph 2
below),  promptly  upon  receipt  by the  Escrow  Agent of a  certificate  of an
authorized officer of the Company representing and warranting that:

           (i)  The  Company  has  filed  a  post-effective   amendment  to  its
Registration Statement (the "Post-Effective  Amendment") with the Securities and
Exchange  Commission  ("SEC");  the  Post-Effective  Amendment has been declared
effective by the SEC; and within five (5) business days after the effective date
of the Post-Effective  Amendment,  the Company has sent a copy of the prospectus
contained  therein to the  subscribers  by first  class  mail or equally  prompt
means; and


                                       9
<PAGE>


           (ii) The  Company  has  consummated  a business  combination  with an
operating  business  in  compliance  with  the  requirements  of Rule 419 of the
Securities Act within 18 months after the date of the Prospectus.

           2. Disbursement of Funds to the Subscribers.  Funds and interest,  if
any,  held in the  Escrow  Account  shall be  disbursed  to the  subscribers  in
accordance with the following:

           (a) If the Company has not  received  written  notification  from any
subscriber  by the  45th  business  day  following  the  effective  date  of the
Post-Effective  Amendment  to the  Company's  Registration  Statement  that such
subscriber  has elected to remain an  investor,  the Escrow  Agent shall send to
such subscriber, within five (5) business days, such subscriber's pro rata share
of the funds and interest, if any, held in the Escrow Account.

           (b) If the Company has not consummated a business combination meeting
the  requirements  of Rule 419 of the  Securities Act within 18 months after the
date of the Prospectus,  the Escrow Agent shall send to each subscriber,  within
five (5) business days after such date, each  subscriber's pro rata share of the
funds and interest, if any, held in the Escrow Account.


                                       10
<PAGE>


SCHEDULE B

           1. Delivery of Certificates to the  Subscribers.  Share  certificates
held in the Escrow  Account shall be delivered to the  subscribers in accordance
with the following:

           (a) The Escrow Agent shall deliver to each  subscriber  identified by
the  Company as having  timely  elected to remain an  investor,  promptly  after
receipt by the Escrow Agent of the officer's  certificate described in paragraph
1(b) of Schedule A to the Escrow Agreement, the share certificates registered in
the name of each such subscriber.

           2. Return of Certificates to the Company.  Share certificates held in
the Escrow  Account  shall be  returned to the  Company in  accordance  with the
following:

           (a) The Escrow  Agent shall return all of the share  certificates  to
the Company if the Company has not  consummated a business  combination  with an
operating  business  in  compliance  with  the  requirements  of Rule 419 of the
Securities Act within eighteen (18) months after the date of the Prospectus.

           (b)  The  Escrow   Agent  shall  return  to  the  Company  all  share
certificates  registered  in the name of any  subscriber  identified in a notice
from an authorized officer of the Company as not having timely elected to remain
an investor,  provided that such  subscriber's  pro rata share of the funds, and
interest,  if any, held in the Escrow  Account on account of the purchase of the
Shares has been returned to such subscriber in accordance with paragraph 2(a) of
Schedule A to the Escrow Agreement.


                                       11