ESCROW AGREEMENT







EXHIBIT 4.2


  Escrow Agreement

  




ESCROW AGREEMENT




This ESCROW AGREEMENT, dated for reference as of March 31, 2003 (the
"Agreement"), by and among Coronation Acquisition Corp., a Nevada corporation
("Coronation"), Supreme Property, Inc., a Illinois corporation ("Supreme"), and
Interstate Transfer Company, as Escrow Agent (the "Escrow Agent").


W I T N E S S E T H:

WHEREAS, Coronation and Supreme have entered into an Agreement and Plan of
Exchange and Reorganization, dated as of March 31, 2003 (the "Merger
Agreement"), whereby Supreme will merge with and into Coronation on the terms
and subject to the conditions set forth in the Merger Agreement (the "Merger");

WHEREAS, the Merger Agreement provides that each holder of Supreme Shares
will, at the Effective Time, be entitled to receive, in exchange for its Supreme
Shares, a number of Coronation Shares as determined in accordance with the
Merger Agreement (the "Merger Consideration");

WHEREAS, the parties desire (i) that 75% of the Coronation Shares issued in
the Merger, (the "Escrow Shares") be subject to the Escrow restrictions
described herein (the "Escrow"), and, (ii) at the Effective Time, the Escrow
Shares be deposited with the Escrow Agent subject to release in accordance with
the terms hereof; and

WHEREAS, the Escrow Agent is willing to act as Escrow Agent, upon the express
terms and subject to the express conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the parties hereby agree as follows:

1. DEFINED TERMS. Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meanings ascribed to them in the Merger
Agreement.

2. APPOINTMENT OF ESCROW AGENT. Supreme and Coronation hereby appoint
Interstate Transfer Company, of Salt Lake City, Utah, the Escrow Agent to act as
agent on their behalf pursuant to this Agreement, and the Escrow Agent hereby
consents to its appointment in such capacity on the terms and conditions of this
Agreement.

3. DEPOSIT OF ESCROW SHARES. On the Closing Date, Coronation will
deliver to the Escrow Agent (i) a list containing the name, address and number
of Escrow Shares held by each Supreme Stockholder (the "Supreme Stockholder
List"), (ii) certificates representing the Escrow Shares to be issued to each
Supreme Stockholder ("Escrow Certificates"), and (iii) any and all other
documents required from time to time by the Escrow Agent to effect transfers of
the Escrow Shares in accordance herewith.



4. Release of Escrow Shares.

4.1 Authorized Disbursements. The Escrow Agent is hereby
authorized to disburse the Escrow Shares only as follows:

(a) to the Supreme Stockholders in accordance with Section 4.2 of this
Agreement;



(b) to the Supreme Stockholders upon receipt of a written instruction signed
by Thomas Elliott and Mr. Harry Miller; or

(c) to the Supreme Stockholders in accordance with a final and binding
judgment rendered by a court of competent jurisdiction and delivered to the
Escrow Agent together with a certificate signed by Coronation (upon which
certificate the Escrow Agent shall conclusively rely and act) certifying that
said judgment represents a final adjudication by a court of competent
jurisdiction.

4.2 Expiration of Escrow; Release of Escrow Shares. Unless
released earlier pursuant to Section 4.1, the Escrow Agent shall release and
deliver 1/3rd of the Escrow Shares to the Supreme Stockholders, upon
Messrs. Elliott and Miller's written instructions, (in the denominations set
forth in the Supreme Stockholder List) that Coronation has obtained $3,000,000
in new equity or debt funding. Thereafter the Escrow agent will release and
deliver 1/3rd of the Escrow Shares to the Supreme Stockholders in
three month increments following the first release of Escrow Shares without any
further written notification from Messrs. Elliott or Miller.

5. Certain Rights of the Stockholders.

5.1 Distributions and Dividends. As of the Effective Time, each
Supreme Stockholder that complies with the exchange procedures set forth in
Section 1.10 of the Merger Agreement shall be entitled to receive directly from
Coronation all cash dividends and other distributions paid or made with respect
to the Escrow Shares.

6. Escrow Agent.

6.1 Duties of Escrow Agent. The Escrow Agent shall treat the
Escrow Shares with such degree of care as it treats its own similar property. It
is agreed that the duties of the Escrow Agent are only such as are herein
specifically provided, and the Escrow Agent shall have no other duties, implied
or otherwise. The Escrow Agent's duties are as a depository only, and the Escrow
Agent shall incur no responsibility or liability whatsoever, except for its
willful misconduct or gross negligence. Except where the terms of this Agreement
expressly refer thereto, the Escrow Escrow Agent shall not be bound in any way
by any of the terms of the Merger Agreement or any other agreement to which one
or more of Coronation and Supreme are parties, whether or not the Escrow Agent
has knowledge thereof, and the Escrow Agent shall not in any way be required to
determine whether or not the Merger Agreement or any other agreement has been
complied with by Coronation and Supreme or any other party thereto. In the event
that the Escrow Agent

shall be uncertain as to any of its duties or rights hereunder or shall
receive instructions, claims or demands which, in its sole judgment, 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 safely all Escrow Shares held
in escrow until it shall be directed otherwise pursuant to a written notice from
and executed by Coronation, and the Escrow Agent shall not be responsible or
liable for any damages while waiting for such written notice. This Agreement
shall not create any fiduciary duty of the Escrow Agent to Coronation or any
other person or entity whatsoever nor disqualify the Escrow Escrow Agent from
representing any of such parties as transfer agent and/or registrar.

6.2 Reliance by Escrow Agent on Written Notices. The Escrow
Agent may conclusively rely and shall be fully authorized and protected in
relying upon any written notice, direction, instruction, demand, certificate,
advice, opinion or document which it, in good faith, believes to be genuine. Set
forth in Schedule 6.2 hereto is a list of the names of the persons authorized to
act for Coronation and Harry Miller under this Agreement. The Escrow Agent may
conclusively rely on and shall be authorized and fully protected in acting upon
the written, facsimile or electronically delivered instructions of Coronation
and Harry Miller.



6.3 Risk to Escrow Agent. In no event shall the Escrow Agent be
liable (i) for any consequential, punitive or special damages or (ii) for an
amount in excess of the value of the Escrow Shares, valued as of the date of
deposit. The Escrow Agent shall not incur any liability for not performing any
act or fulfilling any duty, obligation or responsibility hereunder by reason of
any occurrence beyond the control of the Escrow Agent (including but not limited
to any act or provision of any present or future law or regulation or
governmental authority, any act of God or war, or the unavailability of the
Federal Reserve Bank wire or telex or other wire or communication facility).



6.4 No Investigation by Escrow Agent. The Escrow Agent shall
not be required or bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, entitlement, order, approval or other paper or
document.

6.5 Escrow Agent's Execution of Power. The Escrow Agent may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, attorneys, custodians, or nominees
appointed with due care, and shall not be responsible or liable for the acts or
omissions of any agent, attorney, custodian or nominee so appointed except for
acts that constitute willful misconduct or gross negligence.

6.6 Legal Proceedings.

(a) The Escrow Agent shall not be required to institute legal proceedings of
any kind.

(b) If at any time the Escrow Agent is served with any judicial or
administrative order, judgment, decree, writ or other form of judicial or
administrative process which in any way affects all or any portion of the Escrow
Shares (including but not limited to orders of attachment or garnishment or
other forms of levies or injunctions or stays relating to the transfer of all or
any portion of the Escrow Shares), the Escrow Agent is authorized to comply
therewith in any manner as it or legal counsel of its own choosing deems
appropriate; and if the Escrow Agent complies in good faith with any such
judicial or administrative order, judgment, decree, writ or other form of
judicial or administrative process, the Escrow Agent shall not be liable to any
of the parties hereto or to any other person or entity even though such order,
judgment, decree, writ or process may be subsequently modified or vacated or
otherwise determined to have been without legal force or effect. The Escrow
Agent shall provide Coronation with notice, in accordance with Section 7.3, of
any such orders, judgments, decrees or writs (along with copies of any related
documentation), and the Escrow Agent shall reasonably consult with Coronation
and Supreme and its counsel with respect to such legal actions.

6.7 Escrow Agent Reporting. Notwithstanding anything to the contrary
herein, except as required by law, in no event shall the Escrow Agent be under a
duty to file any reports or withhold or deduct any amounts in respect of taxes
due for payments made pursuant to this Agreement. 

6.8 Fees of the Escrow Agent. Coronation covenants and agrees to pay
to the Escrow Agent from time to time, and the Escrow Agent shall be entitled
to, the fees and expenses agreed to in writing between Coronation and the Escrow
Agent (which at the date hereof are set forth in Schedule 6.8 hereto) and will
further pay or reimburse the Escrow Agent upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Escrow Agent in
accordance with any of the provisions hereof or any other documents executed in
connection herewith (including the reasonable compensation and the reasonable
expenses and disbursements of its counsel and of all persons not regularly in
its employ), which related expenses, disbursements and advances shall be paid by
the requesting party, as set forth therein. The obligations of Coronation under
this Section 6.8 to compensate the Escrow Agent and to pay or reimburse the
Escrow Agent for reasonable expenses, disbursements and advances shall survive
the satisfaction and discharge of this Agreement or the earlier resignation or
removal of the Escrow Agent.



6.9 Indemnification of the Escrow Agent. Coronation agrees to
indemnify and hold the Escrow Agent and its directors, employees, officers,
agents, successors and assigns harmless from and against any and all losses,
claims, damages, liabilities and expenses, including, without limitation,
reasonable costs of investigation and reasonable counsel fees and expenses which
may be imposed on the Escrow Agent or incurred by it in connection with its
acceptance of this appointment as the Escrow Agent hereunder or the performance
of its duties hereunder, except as a result of the Escrow Agent's gross
negligence or willful misconduct. Such indemnity includes, without limitation,
all losses, damages, liabilities and expenses (including reasonable counsel fees
and expenses) incurred in connection with any litigation (whether at the trial
or appellate levels) arising from this Agreement or involving the subject matter
hereof. The indemnification provisions contained in this Section 6.9 are in
addition to any other rights any of the indemnified parties may have by law or
otherwise and shall survive the termination of this Agreement or the resignation
or removal of the Escrow Agent.

6.10 Successor to Escrow Agent. Any corporation or other entity
whatsoever into which the Escrow Agent may be merged or converted or with which
it may be consolidated, and any corporation or other entity whatsoever resulting
from any merger, conversion or consolidation to which the Escrow Agent shall be
a party or any corporation or other entity whatsoever succeeding to the business
of the Escrow Agent shall be the successor of the Escrow Agent hereunder without
the execution or filing of any paper with any party hereto except where an
instrument of transfer or assignment is required by law to effect such
succession.

6.11 Resignation of Escrow Agent. If the Escrow Agent at any time, in
its sole discretion, deems it necessary or advisable to resign as the Escrow
Agent hereunder, it may do so by giving prior written notice of such event to
Coronation, Supreme and Harry Miller and thereafter delivering the Escrow Shares
to any other agent designated by Coronation and Harry Miller as communicated to
the Escrow Agent in writing, and if no such agent shall be designated by
Coronation and Harry Miller within 60 calendar days of such written notice, then
the Escrow Agent may do so by delivering the Escrow Shares either (a) to any
bank or trust located in the State of Nevada which is willing to act as Escrow
Agent hereunder in its place (provided that the fees charged by such bank or
trust company are not in excess of the fees charged by the Escrow Agent for its
services hereunder) or (b) if no such bank or trust company can be retained
within a reasonable period after such 60 calendar day period after the delivery
by the Escrow Agent of its written notice, then the Escrow Agent shall seek the
appointment of its successor as prescribed by the clerk or other proper officer
of a court of competent jurisdiction located within the State of Nevada to the
extent permitted by law (any such successor to the Escrow Agent, whether
designated by Coronation and Harry Miller or pursuant to the clause above or
otherwise, is hereinafter referred to as the "Successor Agent"). The costs and
expenses (including reasonable attorneys' fees and expenses) incurred by the
Escrow Agent in connection with such proceeding for the appointment of a
Successor Agent shall be paid by Coronation. Coronation and Harry Miller may, at
any time after the date hereof, upon 30 calendar days prior written notice to
the Escrow Agent, appoint a Successor Agent for the resignation or removal of
the Escrow Agent, whereupon the Escrow Agent shall deliver the Escrow Shares to
such Successor Agent, as provided below. The reasonable fees of any Successor
Agent shall be borne by Coronation. Upon receipt of the identity of the
Successor Agent, the Escrow Agent shall deliver the Escrow Shares then held
hereunder to the Successor Agent. Upon delivery of the Escrow Shares to the
Successor Agent, (i) the Escrow Agent shall be discharged from any and all
responsibility or liability with respect to the Escrow Shares (except as
otherwise provided herein) and (ii) all references herein to the "Escrow Agent"
shall, where applicable, be deemed to include such Successor Agent and such
Successor Agent shall thereafter become the Escrow Agent for all purposes of
this Agreement.



7. Miscellaneous.

7.1 Construction; Interpretation. The headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. Article, section, schedule,
exhibit, recital and party references are to this Agreement unless otherwise
stated. No party, nor its counsel, shall be deemed the drafter of this Agreement
for purposes of construing the provisions of this Agreement, and all provisions
of this Agreement shall be construed in accordance with their fair meaning, and
not strictly for or against any party.

7.2 Amendments and Modifications. No party hereto shall be
bound by any modification, amendment, termination, cancellation, rescission or
supersession of this Agreement unless the same shall be in writing and signed by
it.

7.3 Notices. All notices and other communications hereunder shall be
in writing and shall be effective when actually received by the party to which
notice is sent as follows:



  
  	 
	 	(a) If to
      Coronation, to: 	With copies to:

      (which shall not constitute notice)
	 	 	 	 
	 	 	Thomas Elliott, President

      Supreme Realty Investment Trust, Inc.

      (the post merger name of Coronation)

      431 E. 75th Street

      Chicago, IL 60619

      (773)873-9850	Harry Miller

      P.O. Box 741

      Bellevue, Washington, 98009

      (425)453-0355
	 	 	 	 
	 	(c) If to the
      Escrow Agent, to:	 
	 	 	 	 
	 	 	6084 South 900 East, Suite 101

      Salt Lake City, UT 84121

      (801) 281-9746	 


  



or to such other address as the person to whom notice is being given may have
previously furnished to the other parties in writing in the manner set forth
above.

7.4 Assignment. Subject to Sections 6.10 and 6.11, neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any party (whether by operation of law or otherwise) without the
prior written consent of Coronation, Supreme and the Escrow Agent; provided that
Coronation may assign its rights and obligations to any affiliate, but no such
assignment shall relieve such Coronation of its obligations hereunder. This
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and permitted assigns.



7.5 Termination of Agreement. This Agreement shall terminate
when all of the Escrow Shares have been delivered according to the terms of this
Agreement.

7.6 Representation. Each of the parties hereby represents and
warrants that this Agreement has been duly authorized, executed and delivered on
its behalf and constitutes its legal, valid and binding obligation. 

7.7 Other Miscellaneous Provisions.

(a) This Agreement may be executed simultaneously in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

(b) Whenever under the terms hereof the time for giving a notice or
performing an act falls upon a Saturday, Sunday, or banking holiday, such time
shall be extended to the next day on which Escrow Agent is open for business.

(c) Each party agrees that any suit, action or proceeding with respect to
this Agreement, and the performance of the parties hereunder shall only be
brought in the courts of the State of Nevada, including any federal court
located within the State of Nevada. Accordingly, each party submits irrevocably
to the exclusive jurisdiction of such courts for the purpose of any such suit,
action or proceeding and waives irrevocably any right which it may have to bring
any such suit, action or proceeding in any forum other than a court of the State
of Nevada, or in any federal court located within the State of Nevada, and any
defense which it may have to the enforcement of this provision, whether based on
the inconvenience of the forum or otherwise.

(d) The Escrow Agent does not have any interest in the Escrow Shares
deposited hereunder but is serving as escrow holder only. Coronation agrees to
pay or reimburse the Escrow Agent upon request for any transfer taxes or other
taxes relating to the Escrow Shares incurred in connection herewith and shall
indemnify and hold harmless the Escrow Agent for any amounts that it is
obligated to pay in the way of such taxes. Any payments of income in respect of
the 

 


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Escrow Shares shall be subject to withholding regulations then in force with
respect to United States taxes. The parties hereto will provide the Escrow Agent
with appropriate forms for tax I.D. number certifications.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as
of the day and year first above written.


	SUPREME PROPERTY, INC.
    /s Thomas Elliott

     

    By: ____________________

    Name: Thomas Elliott

    Title: President and CEO
	CORONATION ACQUISITION CORP.
    /s/ Harry Miller

     

    By: ____________________

    Name: Harry Miller

    Title: President and CEO

 

	ESCROW AGENT:
    Interstate Transfer Company as Escrow Agent

    /s/ Janis Patterson

    By: _____________________________

    Name: Janis Patterson

    Title: President