f8k011408ex10iv_bednational.htm


    


    


    


    


    


    EXHIBIT
      C

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ESCROW
      AGREEMENT

    


    


    THIS
      ESCROW AGREEMENT (“Agreement”) is
      made as of January 14, 2008, by and between Paul Patrizio (“Patrizio”) and
      Dutchess Private Equities Fund, Ltd.  (“Dutchess” or “Secured
      Party”) and Robert D. Frawley,
      Esq., (“Escrow Agent”) (singly a “Party” and cumulatively the
“Parties”).

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      on June 26, 2007, Dutchess
      made a loan of one million, three hundred seventy-five thousand dollars ($1.375)
      to Bedminster National Corp. (“Bedminster” or the “Company”) pursuant to certain
      terms and conditions in consideration for which the Company issued to Dutchess
      a
      Promissory Note (“Note”).

    


    WHEREAS,
      the Company and its subsidiaries and Dutchess executed a Security Agreement
      (“Security Agreement”), dated June 26, 2007, providing Dutchess with a security
      interest in any and all Collateral of the Company.

    


    WHEREAS,
      on January 14, 2008, the Company and Dutchess executed an Amendment to the
      Promissory Note and Security Agreement (the Note, Security Agreement, and
      Amendment are collectively referred to as the “Agreements”).

    


    WHEREAS,
      on January 14, 2008, Patrizio and Dutchess executed a Share Pledge Agreement,
      which is incorporated herein,

    


    WHEREAS
      Patrizio is providing the Shares as security for the obligations and
      indebtedness of the Company.

    


    WHEREAS,
      in order to facilitate
      delivery of shares upon any default of the Agreements and to provide comfort
      to
      Dutchess that the shares will be so delivered, Patrizio has agreed to issue
      and
      place in escrow 5 million shares of Class A Common Stock and 2.0 million shares
      of Class B Common Stock (“Shares”), to be held and released in accordance with
      the terms of this Agreement; and

    


    WHEREAS,
      Patrizio and Dutchess have requested that the Escrow Agent hold the Shares
      in
      escrow pursuant to the terms of this Agreement, and the Escrow Agent has agreed
      to so act.

    


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

    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      1

    


    TERMS
      OF THE ESCROW

    


    1.1           
      The Parties hereby agree to have Robert D. Frawley, Esq. act as Escrow Agent
      whereby the Escrow Agent shall hold the Shares in accordance with the terms
      of
      this Agreement, and the Escrow Agent has accepted such appointment.

    


    1.2           
      Patrizio shall immediately deliver to the Escrow Agent certificates representing
      the Shares in his name, the stock powers with a signature guarantee, and a
      transfer letter to the transfer agent, attached as Exhibit A to the Share Pledge
      Agreement, authorizing transfer of the Shares and stock powers to Dutchess
      in
      the Event of Default.

    


    1.3           
      Upon the Escrow Agent’s receipt of the Shares, the Escrow Agent shall
      immediately notify Dutchess and Patrizio.

    


    1.4           
      The Escrow Agent shall then hold the Shares at his office pending receipt of
      a
      notice of default from Dutchess.

    


    1.5           
      Upon receipt by the Escrow Agent of a notice of default from Dutchess, the
      Escrow Agent shall promptly notify Patrizio and send all Shares to Dutchess.
      A
      copy of all correspondence with the Escrow Agent shall be provided by the Escrow
      Agent to the other parties hereto.

    


    1.6           
      Upon payment in full of all amounts outstanding under the Note, Dutchess shall
      notify the Escrow Agent of the same, with a copy to Patrizio and the Company.
      The Escrow Agent shall thereupon promptly deliver the Shares to
      Patrizio.

    


    1.7 It
      is
      understood and agreed that the Shares shall not be delivered to Patrizio unless
      and until the Note is paid in full.

    


    1.8           
      This Agreement may be altered or amended only with the consent of all of the
      Parties hereto. Should any of the Parties attempt to change
      this
      Agreement in a manner which, in the Escrow Agent’s discretion, shall be
      undesirable, the Escrow Agent may resign as Escrow Agent by notifying the Parties in
      writing.  In the case of the Escrow Agent’s resignation or removal
      pursuant to the foregoing, his only duty, until receipt of notice from the
      Parties that a successor escrow agent has been appointed, shall be to hold
      and
      preserve the Shares that are in his possession.  Upon receipt by the
      Escrow Agent of said notice from the Parties of the appointment of a successor
      escrow agent, the name of a successor escrow account and a direction to transfer
      the Shares the Escrow Agent shall promptly thereafter transfer all of the Shares
      held in escrow to said successor escrow agent.  Immediately after said
      transfer of Shares, the Escrow Agent shall furnish the Parties with proof of
      such transfer.  The Escrow Agent is authorized to disregard any
      notices, requests, instructions or demands received by it from the Parties
      after
      notice of resignation or removal shall have been given, unless the same shall
      be
      the aforementioned notice from the Parties to transfer the Shares to a successor
      escrow agent or to return same to the respective Parties.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    1.9           
      The Escrow Agent shall be reimbursed by the Parties for any reasonable
      expenses incurred in the event there is a conflict between the Parties and
      the
      Escrow Agent shall deem it necessary to retain counsel. The Escrow Agent shall
      not be liable for any action taken or omitted by him in good faith in accordance
      with the advice of the Escrow Agent’s counsel; and in no event shall the Escrow
      Agent be liable or responsible except for the Escrow Agent’s own gross
      negligence or willful misconduct. The Escrow Agent shall be obligated only
      for
      the performance of such duties as are specifically set forth herein and may
      rely
      and shall be protected in relying or refraining from acting on any instrument
      reasonably believed by the Escrow Agent to be genuine and to have been signed
      or
      presented by the proper Party or Parties.  The Escrow Agent shall not
      be personally liable for any act the Escrow Agent may do or omit to do hereunder
      as the Escrow Agent while acting in good faith, and any act done or omitted
      by
      the Escrow Agent pursuant to the advice of the Escrow Agent's attorney-at-law
      shall be conclusive evidence of such good faith.

    


    1.10           
      The Escrow Agent has made no representations or warranties to Patrizio or
      Dutchess in connection with this transaction. The Escrow Agent has no liability
      hereunder to any Party other than to hold the Shares received by Patrizio and
      to
      deliver them under the terms hereof. The Escrow Agent shall have no
      responsibility at any time to ascertain whether or not any security interest
      exists in the Shares or any part thereof or to file any financing statement
      under the Uniform Commercial Code with respect to the Shares or any part
      thereof. Each Party hereto agrees to indemnify and hold harmless the Escrow
      Agent from and with respect to any suits, claims, actions or liabilities arising
      in any way out of this transaction including the obligation to defend any legal
      action brought which in any way arises out of or is related to this Agreement
      or
      the investment being made by Dutchess. Dutchess acknowledges and represents
      that
      it is not being represented in a legal capacity by Robert D. Frawley, and has
      had the opportunity to consult with its own legal advisors prior to the signing
      of this Agreement. Patrizio acknowledges that the Escrow Agent is not rendering
      personal advice to him with respect to this proposed transaction. Patrizio
      and
      Dutchess consent to Robert D. Frawley acting as the Escrow Agent. Patrizio
      understands that Dutchess and Escrow Agent are relying explicitly on the
      foregoing provisions contained in this Section in entering into this
      Agreement.

    


    1.11           
      The Escrow Agent is hereby expressly authorized to disregard any and all
      warnings given by any of the Parties hereto or by any other person or
      corporation, excepting only orders or process of courts of law and is hereby
      expressly authorized to comply with and obey orders, judgments or decrees of
      any
      court. In case the Escrow Agent obeys or complies with any such order, judgment
      or decree, the Escrow Agent shall not be liable to any of the Parties hereto
      or
      to any other person, firm or corporation by reason of such decree being
      subsequently reversed, modified, annulled, set aside, vacated or found to have
      been entered without jurisdiction.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
 

    1.12           
      The Escrow Agent shall not be liable in any respect on account of the identity,
      authorities or rights of the Parties executing or delivering or purporting
      to
      execute or deliver the Agreement or any documents or papers deposited or called
      for hereunder.

    


    1.13           
      If the Escrow Agent reasonably requires other or further documents in connection
      with this Agreement, the necessary Parties hereto shall join in furnishing
      such
      documents.

    


    1.14           
      It is understood and agreed that should any dispute arise with respect to the
      delivery and/or ownership or right of possession of the documents or the Shares
      held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed
      in the Escrow Agent's sole discretion (a) to retain in the Escrow Agent's
      possession without liability to anyone all or any part of said documents or
      the
      Shares until such disputes shall have been settled either by mutual written
      agreement of the Parties concerned or by a final order, decree or judgment
      of a
      court of competent jurisdiction after the time for appeal has expired and no
      appeal has been perfected, but the Escrow Agent shall be under no duty
      whatsoever to institute or defend any such proceedings or (b) to deliver the
      Shares and any other property and documents held by the Escrow Agent hereunder
      to a state or federal court having competent subject matter jurisdiction and
      located in the Commonwealth of Massachusetts in accordance with the applicable
      procedure therefor.

    


    ARTICLE
      2

    


    MISCELLANEOUS

    


    2.1           
      No waiver of any breach of any covenant or provision herein contained shall
      be
      deemed a waiver of any preceding or succeeding breach thereof, or of any other
      covenant or provision herein contained. No extension of time for performance
      of
      any obligation or act shall be deemed any extension of the time for performance
      of any other obligation or act.

    


    2.2           
      Notices.  Any
      notices or other communications required or permitted to be given under the
      terms of this Agreement must be in writing and will be deemed to have been
      delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when
      sent by facsimile or electronic mail (provided confirmation of transmission
      is
      mechanically or electronically generated and kept on file by the sending Party);
      or (iii) one (1) day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the Party to receive the
      same. The addresses, facsimile numbers, and email addresses for such
      communications shall be:

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    If
      to
      Patrizio to:

    


    Mr.
      Paul Patrizio

    Chief
      Executive Officer

    Bedminster
      National Corp.

    90
      Washington Valley Road

    Bedminster,
      NJ 07921

    Phone:   908-234-0300

    Fax:        908-234-9355

    Email: 
paul@apogeepartners.com

    


    If
      to
      Dutchess to:

    


    Dutchess
      Private Equities Fund,
      Ltd.

    50
      Commonwealth Avenue

    Suite
      2

    Boston,
      MA 02116

    Phone:  617-301-4700

    Fax:      
      617-249-0947

    Email:  tsmith@dpef.com

    


    If
      to
      Escrow Agent to:

    


    Mr.
      Robert D. Frawley,
      Esq.

    Law
      Offices of Robert D. Frawley

    64
      Maple
      Avenue

    Morristown,
      NJ 07960

    Phone:   
      973-451-1100

    Fax:        
      973-451-1115

    Email:  rdf@law-corp.com

    


    2.2           
      This Agreement shall be binding upon and shall inure to the benefit of the
      permitted successors and assigns of the Parties hereto.

    


    2.3           
      This Escrow Agreement is the final expression of, and contains the entire
      agreement between, the Parties with respect to the subject matter hereof and
      supersedes all prior understandings with respect thereto. This Escrow Agreement
      may not be modified, changed, supplemented or terminated, nor may any
      obligations hereunder be waived, except by written instrument signed by the
      Parties to be charged or by its agent duly authorized in writing or as otherwise
      expressly permitted herein.

    


    2.4.           
      Whenever required by the context of this Escrow Agreement, the singular shall
      include the plural and masculine shall include the feminine. This Escrow
      Agreement shall not be construed as if it had been prepared by one of the
      Parties, but rather as if all the Parties had prepared the same. Unless
      otherwise indicated, all references to Articles are to this Escrow
      Agreement.

    


    2.5           
      Patrizio and Dutchess acknowledge and confirm that they have had the opportunity
      to consult with their own legal advisors prior to the signing of this
      agreement.

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    2.6           
      The Parties hereto expressly agree that this Escrow Agreement shall be governed
      by, interpreted under, and construed and enforced in accordance of the laws
      of
      the Commonwealth of Massachusetts. Any action to enforce, arising out of, or
      relating in any way to, any provisions of this Escrow Agreement shall be
      submitted to arbitration in Boston, Massachusetts before a single arbitrator
      of
      the American Arbitration Association. The arbitrator shall be selected by
      application of the rules of the AAA, or by mutual agreement of the parties,
      except that such arbitrator shall be an attorney admitted to practice law in
      the
      Commonwealth of Massachusetts. No party to this agreement will challenge the
      jurisdiction or venue provisions as provided in this section. Nothing in this
      section shall limit the Secured Party’s right to obtain an injunction for a
      breach of this Agreement from a court of law.

    


    


    2.7           
      This Escrow Agreement may be executed in one or more counterparts, each of
      which
      shall be deemed an original but all of which shall constitute one and the same
      agreement. This Escrow Agreement, once executed by a Party, may be delivered
      to
      the other Parties hereto by telephone line facsimile transmission bearing the
      signature of the Party so delivering this Escrow Agreement and such copy shall
      be deemed and original.

    


    


    IN
      WITNESS WHEREOF, the Parties hereto
      have executed this Agreement as of the 14th day of January, 2008.

    


    PAUL
      PATRIZIO.                                                                


    


    


    By:                                                                                                                                 
      

                   
      Paul Patrizio, individually

    


    


    


    DUTCHESS
      PRIVATE EQUITIES FUND,
      LTD.

    


    


    By:                                                                  
       

    Douglas
      H. Leighton ,
      Director

    


    


    


    ROBERT
      D. FRAWLEY, ESCROW
      AGENT

    


    


    By:                                                                                                                                               
      

                                                         
            Robert D. Frawley, Esq.

     

     

     

    6