Exhibit 4.5


 


ESCROW
AGREEMENT


 


THIS ESCROW
AGREEMENT (this “Agreement”)
is made and entered into as of September 26, 2003, by and among 24/7 Real
Media, Inc. a Delaware corporation (the “Company”),
The Riverview Group, LLC, a Delaware limited liability company (the “Investor”), and The Bank of New York, a
New York banking institution (the “Escrow
Agent”).  The Company and
the Investor are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”


 


W I T N E S
S E T H:


 


WHEREAS, the Company
and the Investor have entered into that certain Securities Purchase Agreement,
dated as of the date hereof (the “Purchase
Agreement”; capitalized terms used in this Agreement but not
defined herein shall have the meanings set forth in the Purchase Agreement),
pursuant to which the Investor has agreed to purchase, and the Company has
agreed to sell, an aggregate principal amount of $15,000,000 of Debentures and
related warrants;


 


WHEREAS, pursuant to
the Purchase Agreement and as part of the transactions contemplated thereby,
the Parties have agreed to enter into this Agreement and deposit the Escrow
Amount (hereinafter defined) with the Escrow Agent;


 


WHEREAS, the parties
hereto desire to more specifically set forth their rights and obligations with
respect to the Escrow Fund (hereinafter defined) and the distribution and
release thereof; and


 


WHEREAS, the execution
and delivery of this Agreement is a condition to the Parties’ obligations under
the Purchase Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:


 


1.             Establishment of
Escrow.  Simultaneously
with the execution of this Agreement, the following has occurred, all of which
is hereby acknowledged by each of the Parties and the Escrow Agent:


 


(a)  Deposit of Escrow Amount.  The Company has deposited $12,000,000 with
the Escrow Agent (the “Escrow Amount”)
to be held in escrow in accordance with this Escrow Agreement.  The Escrow Amount shall be held by the
Escrow Agent in the Escrow Account (as defined below) in accordance with the
provisions of this Escrow Agreement and shall not be subject to any lien,
attachment, trustee process or any other judicial process of any creditor of
any party hereto.  The Escrow Amount,
together with all products and proceeds thereof (including all interest,
dividends, gains and other income earned with respect thereto) (the “Escrow Earnings”), are collectively
referred to herein as the “Escrow Fund.”


 


(b)  Escrow Account.  The Escrow Agent has received the Escrow Amount and agrees to
hold the Escrow Fund in a separate and distinct account (the “Escrow Account”), subject to the terms
and conditions of this Agreement.  The
Escrow Agent shall not distribute or release any of the Escrow Fund except in
accordance with the express terms and conditions of this Agreement.  The Escrow Agent shall furnish the Parties
with monthly statements in respect of the Escrow Account.


 


2.             Permitted
Investments.  The Escrow
Agent shall follow the written instructions of the Company concerning any
investment or reinvestment from time to time of 


 


1

















 


the Escrow Funds held in the
Escrow Account (copies of all such written instructions shall be provided by
the Company to the Investor); provided that  permissible investments shall be limited to money market
accounts and money market mutual funds (including those of the Escrow Agent)
solely invested in treasury bills, treasury notes or any other direct
obligations issued by or guaranteed in full as to principal and interest by the
United States of America and certificates of deposit issued by a commercial bank
located in the United States and incorporated under the laws of the United
States or of any state and having capital, surplus and undivided profits of not
less than one hundred million dollars ($100,000,000) (including the Escrow
Agent and its affiliates) (the “Permitted
Investments”).  Neither
the Escrow Agent nor any Party shall be liable or responsible in any manner for
any loss or depreciation resulting from any such Permitted Investment or any
liquidation thereof, or for any costs in connection therewith, and all of said
losses and costs shall be borne by the Escrow Account.  In the absence of written instructions the
Escrow Agent shall invest all funds in the Fidelity US Treasury III Money
Market Mutual Fund.


 


3.     Release of Escrow Fund.  The Escrow Fund shall only be
distributed or released as follows:


 


(a)  Effectiveness of Registration
Statement.  In the event the
Registration Statement (as defined in the Registration Rights Agreement) is
declared effective by the SEC, the Company shall deliver to the Escrow Agent
and the Investor a written notice (an “Effectiveness
Notice”) containing a copy of the final order of the SEC
declaring the effectiveness of the Registration Statement.  The Company shall also deliver to the Escrow
Agent written proof of delivery to the Investor of a copy of such Effectiveness
Notice (which proof may consist of a photocopy of the registered or certified
mail or overnight courier receipt signed by the Investor or the signed receipt
if delivered by hand).  If the Escrow
Agent has not received a written objection to such Effectiveness Notice from
the Investor within two (2) Business Days following the Escrow Agent’s receipt
of such proof of delivery to the Investor, then on the third (3rd) Business Day
following such receipt the Escrow Agent shall, in accordance with the
provisions of subparagraph 3(d) below, distribute the full amount of the Escrow
Fund to the Company.


 


                (b)  Event of Default.  If the Investor shall deliver an Event of Default Redemption
Notice (as defined in the Debenture) to the Company pursuant to Section 4(b) of
the Debenture due to the occurrence of an Event of Default described in Section
4(a)(i) of the Debenture, the Investor may deliver a copy of such Event of
Default Redemption Notice to the Escrow Agent together with notification to the
Company that the Investor has delivered such Event of Default Redemption Notice
to the Escrow Agent.  The Investor shall
also (i) physically surrender to the Company the Debenture for cancellation and
reissuance in an amount equal to the amount of the Debenture then outstanding
less the amount paid to the Investor from the Escrow Fund, and (ii) deliver to
the Escrow Agent written proof of delivery to the Company of such notification
(which proof may consist of a photocopy of the registered or certified mail or
overnight courier receipt or the signed receipt if delivered by hand).  If, on or after March 27, 2004, the Escrow
Agent receives such Event of Default Redemption Notice from the Investor
together with such proof of delivery of the Debenture and the Event of Default
Redemption Notice to the Company, then on the third (3rd) Business Day
following such receipt the Escrow Agent shall, in accordance with the
provisions of subparagraph 3(d) below, distribute an amount from the Escrow
Fund equal to the price to be paid by the Company to redeem the portion of the
Debenture being redeemed by the Investor pursuant to Section 4(b) of the
Debenture; provided, that in no event shall the Escrow Agent distribute
an amount greater than the full amount of the Escrow Fund at the time of the
distribution.


 


(c)  Joint Instructions.  In the event that the Company and the
Investor shall deliver joint written instructions to the Escrow Agent directing
the Escrow Agent to disburse all or 


 


2

















 


any portion of the Escrow Fund, the Escrow Agent shall make such
disbursements in accordance with such instructions.


 


(d)  Manner of Distributions.  All distributions of the Escrow Fund shall
be made as set forth in this subparagraph 3(d).  Distributions of the Escrow Fund shall be made, with respect to
cash, by wire transfer to an account or accounts designated in writing by the
Company or the Investor, as applicable, and all other property shall be distributed
to the Company or the Investor, as applicable, in accordance with their written
instructions.


 


(e)  Termination.  This Agreement shall terminate when the entire Escrow Fund has
been released and distributed in accordance with this paragraph 3.  Upon such termination this Agreement shall
have no further force and effect, except that the provisions of this
subparagraph 3(e) and paragraphs 4, 5 and 6 and paragraphs 8 through 19 below
shall survive such termination.


 


4.           Conditions to Escrow.  The Escrow Agent agrees to hold the
Escrow Fund and to perform in accordance with the terms and provisions of this
Agreement.  The Parties agree that the
Escrow Agent shall not assume any responsibility for the failure of the Parties
to perform in accordance with the Purchase Agreement or this Agreement.  The acceptance by the Escrow Agent of its
responsibilities hereunder is subject to the following terms and conditions
which the Parties hereto agree shall govern and control with respect to the
Escrow Agent’s rights, duties and liabilities hereunder:


 


(a)  Liability. 
The Escrow Agent undertakes to perform only such duties as are expressly
set forth herein, and no additional duties or obligations shall be implied
hereunder. In performing its duties under this Agreement, or upon the claimed
failure to perform any of its duties hereunder, the Escrow Agent shall not be
liable to anyone for any damages, losses or expenses which may be incurred as a
result of the Escrow Agent so acting or failing to so act; provided, however,  that the Escrow Agent shall not be
relieved from liability for damages arising out of its proven gross negligence,
or willful misconduct under this Agreement. 
The Escrow Agent shall in no event incur any liability with respect to
(i) any action taken or omitted to be taken in good faith upon advice of legal
counsel (which counsel may not also be counsel to any Party) given with respect
to any question relating to the duties and responsibilities of the Escrow Agent
hereunder or (ii) any action taken or omitted to be taken in reliance upon any
instrument delivered to the Escrow Agent and believed by it to be genuine and
to have been signed or presented by the proper Party or Parties.  The Escrow Agent shall not be bound in any
way by any agreement or contract between or among the Parties, whether or not
the Escrow Agent has knowledge of any such agreement or contract, including,
but not limited to, the Purchase Agreement. 
The Escrow Agent is not a party to, nor is it bound by, nor need it give
consideration to the terms or provisions of, any other agreement or undertaking
among the Parties or any of them, or between the Parties or any of them and
other persons (other than this Agreement), it being the intention of the
parties hereto that the Escrow Agent assent to and be obligated to give
consideration only to the terms and provisions hereof.


 


(b)  Rights in Event of Dispute.  It is understood and agreed that, in the
event of any dispute between the Parties or among them or any other person
resulting in adverse claims and demands being made in connection with or for
any money or other property involved in or affected by this Agreement, the
Escrow Agent shall refuse to comply with such demands or claims, so long as
such dispute shall continue.  In such
event, the Escrow Agent shall make no distribution, release or other
disposition of the Escrow Fund or any portion of the Escrow Fund.  Anything herein to the contrary
notwithstanding, the Escrow Agent shall not be or become liable to such Parties
or persons or any of them for the failure of the Escrow Agent to comply with
such conflicting or adverse demands. 
The Escrow Agent shall be entitled to continue to refrain and refuse to
distribute, release or otherwise dispose of the Escrow Fund or any 


 


3

















 


part thereof or to otherwise act hereunder, as stated above, unless and
until such dispute is resolved in accordance with subparagraph 3(b) of this
Agreement.  In the event of such a
dispute, the Escrow Agent shall have the right, in addition to the rights
described above and at the option of the Escrow Agent, to tender into the
registry or custody of any court having jurisdiction, all money and property
comprising the Escrow Fund.  Upon such
tender, the parties hereto agree that the Escrow Agent shall be discharged from
all further duties under this Agreement; provided, however that
such tender shall not deprive the Escrow Agent of its compensation hereunder
earned prior to such tender and discharge of the Escrow Agent of its duties
hereunder.


 


(c)  Resignation or Termination of Escrow
Agent.  The Escrow Agent shall have the
right to resign at any time by giving written notice of such resignation to the
Parties and the Parties shall have the right to terminate the services of the
Escrow Agent hereunder at any time by giving thirty (30) days’ written notice
(with such written notice being signed by the Company and the Investor) of such
termination to the Escrow Agent, in each case specifying the effective date of
such resignation or termination. Within thirty (30) days after receiving or
delivering the aforesaid notice, as the case may be, the Parties agree to
appoint a successor escrow agent to which the Escrow Agent shall distribute the
funds and property then held hereunder, less the amount of any fees owing to
the Escrow Agent hereunder as of such date. 
If a successor escrow agent has not been appointed and has not accepted
such appointment by the end of such thirty (30)-day period, the Escrow Agent
may apply to a court of competent jurisdiction for the appointment of a
successor escrow agent and shall be entitled to tender into the custody of such
court all funds and property then held by it hereunder, and the costs, expenses
and reasonable attorneys’ fees which are incurred in connection with any such
proceeding shall be paid by the Company. 
Thereupon, the Escrow Agent shall be relieved of all further duties and
obligations under this Agreement.  The
Escrow Agent shall have no responsibility for the appointment of a successor
escrow agent hereunder.  Except as
otherwise agreed to in writing by the Parties, none of the Escrow Fund shall be
released from the Escrow Account unless and until a successor escrow agent has
been appointed in accordance with this subparagraph 4(c).


 


(d)  Discharge of Escrow Agent.  Upon delivery of all of the Escrow Fund
pursuant to the terms of paragraph 3 above or to a successor escrow agent, the
Escrow Agent shall thereafter be discharged from any further obligations
hereunder.  The Escrow Agent is hereby
authorized, in any and all events, to comply with and obey any and all final
judgments, orders and decrees of any court of competent jurisdiction which may
be filed, entered or issued, and all final arbitration awards and, if it shall
so comply or obey, it shall not be liable to any other person by reason of such
compliance or obedience.


 


5.     Indemnification.  The Escrow Agent shall have no
obligation to take any legal action in connection with this Agreement or
towards its enforcement, or to appear in, prosecute or defend any action or
legal proceeding which would or might involve it in any cost, expense, loss or
liability unless security and indemnity, as provided herein, shall be
furnished.  The Company and the Investor
hereby, jointly and severally, agree to indemnify the Escrow Agent and its
officers, directors, employees and agents and save the Escrow Agent and its
officers, directors, employees and agents harmless from and against any and all
Claims (as defined below) and Agent Losses (as defined below) which may be
incurred by the Escrow Agent or any of such officers, directors, employees or
agents as a result of Claims asserted by any person against the Escrow Agent or
any of such officers, directors, employees or agents as a result of or in connection
with its performance as the Escrow Agent under this Agreement.  As between the Company and the Investor,
each of the Company’s and the Investor’s obligation to so jointly and severally
indemnify and hold harmless the Escrow Agent and its officers, directors,
employees and agents shall be limited to one-half (1⁄2) the amount of the
Claim.  For the purposes hereof, the
term “Claim” or “Claims” shall


 


4

















 


mean all claims, lawsuits,
causes of action or other legal actions and proceedings of whatever nature
brought against (whether by way of direct action, counterclaim, cross action or
impleader) the Escrow Agent or any such officer, director, employee or agent,
even if groundless, false or fraudulent, so long as the claim, lawsuit, cause
of action or other legal action or proceeding is alleged or determined,
directly or indirectly, to arise out of, result from, relate to or be based
upon, in whole or in part: (a) the acts or omissions of any of the Parties, (b)
the appointment of the Escrow Agent as escrow agent under this Agreement, or
(c) the performance by the Escrow Agent of its duties under this Agreement; and
the term “Agent Losses”
shall mean losses, costs and expenses and amounts paid in settlement, directly
or indirectly resulting from, arising out of or relating to one or more
Claims.  Upon the written request of the
Escrow Agent or any such officer, director, employee or agent (each referred to
herein as an “Indemnified Party”)
the Company and/or the Investor shall assume the investigation and defense of
any Claim, including the employment of counsel reasonably acceptable to the
applicable Indemnified Party and the payment of all expenses related thereto
and, notwithstanding any such assumption, such Indemnified Party shall have the
right, and the Company and/or the Investor shall pay the cost and expense
thereof, to employ separate counsel with respect to any such Claim and
participate in the investigation and defense thereof in the event that such Indemnified
Party shall have been advised by counsel that there may be one or more legal
defenses available to such Indemnified Party that are different from or in
addition to those available to any Party. 
The Company and the Investor hereby agree that the indemnification and
protections afforded the Escrow Agent in this paragraph shall survive the
termination of this Agreement, the resignation or removal of the Escrow Agent
pursuant to Paragraph 4(c) hereof or the tender by the Escrow Agent of the
Escrow Fund to a court pursuant to Paragraph 4(b) hereof.


 


6.     Escrow Costs.  The Escrow Agent shall be entitled to be
paid, by the Company, a fee for its services pursuant to the Fee Schedule
attached hereto.  In addition, the
Company agrees to pay to the Escrow Agent the Escrow Agent’s expenses incurred
in connection with this Agreement, including but not limited to the reasonable
cost and expenses of legal services (including attorneys’ fees) in the event
the Escrow Agent deems it necessary to retain counsel.  Such expenses shall be paid by the Company
to the Escrow Agent upon execution of the Escrow Agreement, by wire transfer of
funds.  The Company further agrees that,
in the event any controversy arises under or in connection with this Agreement
or the Escrow Fund or the Escrow Agent is made a party to or intervenes in any
litigation pertaining to this Agreement or the Escrow Fund, the Company shall
pay to the Escrow Agent reasonable compensation for the Escrow Agent’s
extraordinary services and shall reimburse the Escrow Agent for all reasonable
costs and expenses associated with such controversy or litigation (including
attorneys’ fees).


 


7.         Limitations on Rights
to Escrow Fund.  None of
the Parties shall have any right, title or interest in or to, or possession of,
the Escrow Account and therefore shall not have the ability to pledge, convey,
hypothecate or grant as security all or any portion of the Escrow Fund unless
and until such portion of the Escrow Fund has been released pursuant to
paragraph 3 above.  Accordingly, the
Escrow Agent shall be in sole possession of the Escrow Fund and shall not act
as custodian of the Parties under this Agreement for the purposes of perfecting
a security interest therein, and no creditor of any of the Parties shall have any
right to have or to hold or otherwise attach or seize all or any portion of the
Escrow Fund as collateral for any obligation and shall not be able to obtain a
security interest in any of the Escrow Fund unless and until such portion of
the Escrow Fund has been released pursuant to paragraph 3 above.


 


8.     Notices.  All notices, requests or other
communications required or permitted hereunder shall be given in writing by
hand delivery, facsimile, registered mail, certified mail or overnight courier,
in each case, return receipt requested, postage prepaid, to the party to 


 


5

















 


receive the same at its
respective address set forth below, or at such other address as may from time
to time be designated by such party to the other in accordance with this
paragraph 8:


 


if to the Company, to:


 


24/7 Real
Media, Inc.


1250 Broadway


New York, NY 10001


Attn: General Counsel


Facsimile No.:  (212) 760-2811


with a copy (which shall
not constitute notice) to:


Proskauer Rose LLP


1585 Broadway


New York, NY 10036-8299


Attn:  Ronald R. Papa, Esq.


Facsimile No.:  (212) 969-2900


 


if
to Investor, to :


 


The
Riverview Group, LLC


666 Fifth Avenue, 8th
Floor


New York, New York  10103


Attn:  Daniel Cardella


Facsimile No.:  (212) 977-1667


with a copy (which shall
not constitute notice) to:


Schulte Roth & Zabel LLP


919 Third Avenue


New York, NY 10022


Attn:  Eleazer Klein, Esq.


Facsimile No.:  (212) 593-5955


 


if
to Escrow Agent, to :


 


The Bank of New York


101 Barclay Street


8 West


New York, NY 10286


Facsimile No.: (212) 815-5877


Attn: 
Mathew Louis


 


All such notices and
communications hereunder shall be deemed given when received, as evidenced by
the acknowledgment of receipt issued (in writing or by facsimile) with respect
thereto by the applicable postal authorities or the signed acknowledgment of
receipt of the person to whom such notice or communication shall have been
addressed.


 


9.             Entire Agreement,
Amendments.  This
Agreement, together with the Purchase Agreement and the documents referenced therein
(as the same applies solely to the Parties), 


 


6

















 


embodies the entire understanding of the parties hereto with respect to
the subject matter hereof and there are no other agreements or understandings,
written or oral, in effect between the parties hereto relating to the subject
matter hereof, except as specifically referenced herein. This Agreement,
together with the Purchase Agreement and the documents referenced therein (as
the same applies solely to the Parties) supersedes and terminates all prior
discussions, negotiations, understandings, arrangements and agreements by or
among the parties hereto relating to the subject matters hereof.  This Agreement may be amended, or any
provision of this Agreement may be waived, so long as such amendment or waiver
is set forth in a writing executed by each of the Parties (a copy of which
shall be promptly provided by the Parties to the Escrow Agent); provided
that  if any such amendment or
waiver would have the effect of increasing or expanding the Escrow Agent’s
obligations or duties under this Agreement, the written consent of the Escrow
Agent shall be required in addition to the written consent of the Parties.  No course of dealing between or among the
parties hereto shall be deemed effective to modify, amend or discharge any part
of this Agreement or any rights or obligations of any party hereto under or by
reason of this Agreement.


 


10.                        Assigns and Assignment.  This Agreement and the
provisions hereof shall be binding upon and inure to the benefit of the
respective successors and permitted assigns of the parties hereto; provided
that the Escrow Agent shall not be permitted to assign its obligations
hereunder except as provided in subparagraphs 4(b) and 4(c) above.


 


11.       Taxation of Escrow
Earnings.  The Company
hereby acknowledges that, for federal and state income tax purposes, the Escrow
Earnings shall be income of the Company.


 


12.   No Other Third Party
Beneficiaries.  Neither
this Agreement nor any provision hereof, nor any document executed or delivered
herewith, shall create any right in favor of or impose any obligation upon any
person or entity other than the parties hereto and their respective successors
and permitted assigns.


 


13.   Interpretation.  The headings in this Agreement are
inserted for convenience of reference only and shall not be a part of or
control or affect the meaning hereof.


 


14.   No Waiver.  Any failure of any of the parties hereto
to comply with any of its obligations or agreements or to fulfill any
conditions herein contained may be waived only by a written waiver from the
other parties hereto. No failure by any party hereto to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any right hereunder by such party preclude
any other or future exercise of that right or any other right hereunder by that
party.


 


15.        Severability.  The parties hereto agree that (a) the
provisions of this Agreement shall be severable in the event that for any
reason whatsoever the provisions hereof are invalid, void or otherwise
unenforceable, (b) such invalid, void or otherwise unenforceable provisions
shall be automatically replaced by other provisions which are as similar as possible
in terms to such invalid, void or otherwise unenforceable provisions, but are
valid and enforceable, and (c) the remaining provisions shall remain
enforceable to the fullest extent permitted by law.


 


16.   No Strict Construction.  The language used in this Agreement
shall be deemed to be the language chosen by the parties hereto to express
their collective mutual intent, and no rule of strict construction shall be
applied against any person. The term “including” as used herein shall be by way
of example, and shall not be deemed to constitute a limitation of 


 


7

















 


any term or provision
contained herein.  Each defined term
used in this Agreement has a comparable meaning when used in its plural or
singular form.


 


17.   Releases on Non-Business Days.  In the event that a release of a portion
of the Escrow Fund hereunder is required to be made on a date that is not a
Business Day, such release may be made on the next succeeding Business Day with
the same force and effect as if made when required.


 


18.                     Governing Law; Service of Process.  All issues and questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York without giving effect to any choice of law or conflict of law
rules or provisions (whether of the State of New York or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York.  In
furtherance of the foregoing, the internal law of the State of New York shall
control the interpretation and construction of this Agreement, even though
under that jurisdiction’s choice of law or conflict of law analysis, the
substantive law of some other jurisdiction would ordinarily apply.  It is the intention of the parties hereto, however,
that the situs of the Escrow Fund created hereunder is and shall be
administered in the state in which the principal office of the Escrow Agent
from time to time acting hereunder is located. 
Any action or proceeding seeking to enforce any provision of, or based
on any right arising out of, this Agreement shall be brought against any of the
parties in the courts of New York, and each of the Parties irrevocably consents
to the jurisdiction of such courts (and of the appropriate appellate courts) in
any such action or proceeding and waives any objection to venue laid
therein.  Process in any action or
proceeding referred to in the preceding sentence may be served on any party
anywhere in the world.  Each party
hereby accepts service of process by U.S. Mail, postage prepaid to the
applicable addresses set forth in Paragraph 8.


 


19.   Counterparts.  This Agreement may be executed in any
number of duplicate counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument.


 


[Signature page follows.]


 


8

















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


 


	
  24/7 REAL MEDIA, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/David
  J. Moore

  	
   

  
	
   

  	
  Name:
  David J. Moore

  	
   

  
	
   

  	
  Title:  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  THE RIVERVIEW GROUP, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/Terry
  Feeney

  	
   

  
	
   

  	
  Name:  Terry Feeney

  	
   

  
	
   

  	
  Title:  Chief Operating Officer

  	
   

  



 


Accepted and agreed as of the date
first above


written, by


 


THE BANK OF NEW YORK, as Escrow Agent:


 


	
  By:

  	
  /s/
  Matthew G. Louis

  
	
   

  	
  Name:
  Matthew G. Louis

  
	
   

  	
  Title:  Assistant Vice President

  



 


9

















SCHEDULE OF
FEES


 


ACCEPTANCE FEE: 
         $0


 


For initial services
including examination of the Escrow Agreement and all supporting documents this
is a one-time fee payable upon the opening of
the account.


 


ADMINISTRATION FEE: 
                $6000.00


 


An annual charge or any portion of a 12-month period
thereof. This fee is payable upon the opening
of the account and annually thereafter. This charge is not prorated
for the first year.


 


TRANSACTION FEE:


 


	
  Wire transfer of funds

  	
   

  	
  $25.00

  
	
  Other transfer of funds (i.e. checks, internal account transfers)

  	
   

  	
  $25.00

  
	
  Asset transactions (purchases/sales/calls/deposit/withdrawals, etc.)

  	
   

  	
  $25.00

  



 


10