ex10_1.htm


     

    
      ESCROW
AGREEMENT

       

      This
Escrow Agreement made and entered into this 9th day
of April, 2010, by and between JBM Energy Company, LLC, a Delaware limited
liability company ("JBM"), Russell B. Pace, Jr. ("Pace"), Teen Glow Makeup, Inc.
(name change to American Power Corp. in process), a Nevada corporation
("Buyer"), and Realty Title Company, Inc. a Montana corporation ("Escrow
Agent"),

       

      WITNESSETH:

       

      WHEREAS,
JBM and Pace have entered into agreements with Buyer whereby they are conveying
certain coal and other mineral rights in Judith Basin County, Montana to Buyer
and have executed Quit Claim Deeds to Buyer for said coal and other mineral
rights, and

       

      WHEREAS,
Buyer, JBM and Pace have executed a Mortgage which secures the payments and
other obligations due from Buyer to JBM and Pace under said agreements,
and

       

      WHEREAS,
under the terms of said agreements, the parties agreed that the Quit Claim Deeds
and the Mortgage would be placed in escrow and held in escrow until the
satisfaction of certain conditions, at which time they would be delivered to the
parties entitled thereto and recorded.

       

      NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged. the parties hereto
agree as follows:

       

      
        	
                 
      

              	
                1.
      Subject to the provisions and conditions herein, the following documents
      are deposited in Escrow with Realty Title Company, of Lewistown, Montana,
      hereinafter called Company. Realty Title Company is instructed to hold
      said instruments and accept payments and stock for application as
      hereinafter provided, and to deliver the described two Quit Claims Deeds
      to the purchaser or his agent upon satisfaction of all conditions set
      forth in paragraph 2 below, or, in the event of default, to deliver the
      contents of the escrow to the seller or his
  agent.

              


      

       

      
        	
                a.  

              	
                Quit
      Claim Deed dated April 9, 2010, from JBM to Buyer conveying coal rights in
      Judith Basin County, Montana.

              


      

      
        	
                b.  

              	
                Quit
      Claim Deed dated April 9, 2010, from Pace to Buyer conveying other mineral
      rights in Judith Basin County,
Montana.

              


      

      
        	
                c.  

              	
                Mortgage
      and Security Agreement dated April 9, 2010, which secures the payments and
      other obligations due from Buyer to JBM and Pace under the following
      agreements:

              


      

       

      
        	
                1)  

              	
                Coal
      Buy and Sell Agreement between Buyer and JBM dated as of February 4, 2010,
      and the Promissory Note executed by Buyer dated April 9,
    2010.

              


      

      
        	
                2)  

              	
                Mineral
      Buy and Sell Agreement between Buyer and Pace dated as of February 4,
      2010, and the Promissory Note executed by Buyer dated April 9,
      2010.

              


      

      
        	
                3)  

              	
                Stock
      Agreement between Buyer and Pace dated as of February 4,
    2010.

              


      

      
        	
                4)  

              	
                Consulting
      Agreement between Buyer and Pace dated as of February 4,
    2010.

              


      

      


      


      The terms
and conditions of the Company’s agreement to hold the escrow documents are as
follows:

       

      
        	
                A.  

              	
                The
      Company shall be liable as a depository only and shall not be responsible
      for the sufficiency or accuracy of any description of property, nor of the
      form, execution or validity of Documents deposited
    hereunder.

              


      

       

      
        	
                B.  

              	
                The
      Company shall not be responsible in any respect for the identity,
      authority or rights of the persons depositing or purporting to deposit any
      property hereunder. The Company may rely upon any paper, document or other
      writing believed by it to be authentic in making any delivery of money or
      escrow documents.

              


      

       

      
        	
                C.  

              	
                The
      Company will allow examination of the escrow documents by the parties at
      any reasonable time during the Company's regular business hours. The
      Company may, at its option, require written authorization from either
      party before allowing the examination of the contents of this escrow by
      anyone other than a party.

              


      

       

      
        	
                D.  

              	
                The
      Company reserves the right to change service fees from time to time in
      accordance with its schedule of fees in effect at the time service is
      performed. The parties acknowledge that the Company may so alter its
      charges at any time in accordance with its scheduled charges, effective
      upon written notice by the Company to the
  parties.

              


      

       

      
        	
                E.  

              	
                The
      Company may employ counsel for the reasonable protection of the escrow
      documents and of the Company, and if not at fault, shall have the right to
      reimburse itself out of escrow documents and proceeds for costs, expenses,
      counsel fees and cover such items, and in no event shall the Company be
      required to release or deliver any of the escrow documents until the
      Company has been paid in full.

              


      

       

      
        	
                 
      

              	
                2.
      The following events and conditions must all occur and be fully satisfied
      before the Escrow Agent is authorized to deliver the two (2) Quit Claims
      Deeds to the Buyer and the Mortgage to JBM and Pace, and to record the two
      Deeds and the Mortgage.

              


      

       

      
        	
                 
      

              	
                a.
      The following cash funds will be bank wired by Buyer to the Escrow Agent
      on or before the following dates for the benefit of either JBM or Pace as
      indicated:

              


      

       

      
        	
                Amount

              	
                Date

              	
                Beneficiary

              
	
                $200,000

              	
                July
      9, 2010

              	
                JBM

              
	
                $200,000

              	
                October
      9, 2010

              	
                Pace

              
	
                $200,000

              	
                January
      9, 2011

              	
                JBM

              
	
                $200,000

              	
                April
      9, 2011

              	
                Pace

              
	
                $100,000

              	
                90
      days following delivery of Reserve

              	
                JBM

              
	 
      	
                Study
      and Mining Plan to Escrow Agent, but no later than 90 days

                following
      April 9, 2012.

              	 
      
	
                $100,000

              	
                90
      days following delivery of Reserve

              	
                Pace

              
	 
      	
                Study
      and Mining Plan to Escrow Agent, but no later than 90 days following April
      9, 2012.

              	 
      
	   
      $200,000	                      
      180 days following delivery Pace of
      Reserve Study and Mining	 
	 	                       Plan
      to Escrow Agent, but no later
      than 180 days following April 9, 2012.	 
	    
      $5,500 	
                                       On
      the first day of each month Pace commencing on May 1,
      2010

              	 
	 	                      
      through April 1, 2011, but continuing each month thereafter 	 
	 	                      
      if Pace gives notice that he has executed his option to extend
    the	 
	 	                      
      Consulting Agreement for 2 successive one year terms, said notice to be
      given	 
	 	                      
      60 days prior to the expiration of the initial 1 year term or of any
      extended 	 
	 	                       term.	 


      

                                             

       

       

      
        	
                b.  

              	
                The
      following shares of the common voting stock of Buyer shall be delivered to
      the Escrow Agent for the benefit of Pace on or before the following
      dates:

              


      

       

      250,000
shares on October 9, 2010

                                   
250,000 shares on April 9, 2011

      250.000
shares on October 9, 2011

       

      
        	
                c.  

              	
                Not
      later than April 9, 2012, Buyer shall deliver to Escrow Agent for the
      benefit of JBM (1) a Reserve Study setting forth the quantity and
      classification of proven and probable coal reserves and a valuation
      thereof, and (2) a Mine Feasibility Study which includes a Mining Plan to
      produce a minimum of fifty (50) million tons of
  coal.

              


      

       

      If the
Buyer fails to make timely any one of the above cash payments, or fails to make
timely delivery of the stock, or fails to make timely delivery of the Reserve
Study and the Mine Feasibility Study with the Mining Plan, at the option of JBM
or Pace and upon written request of JBM or Pace, the Escrow Agent shall deliver
the two Quit Claim Deeds and the Mortgage (without recording them), including
copies of all records of the Escrow, to JBM and Pace, at which time the Escrow
is terminated.

       

      
        	
                3.  

              	
                Escrow
      Agent will provide Buyer with bank wire instructions for the transfer of
      cash funds from Buyer to Escrow Agent. JBM and Pace will provide Escrow
      Agent with bank wire instructions for the transfer of cash funds from
      Escrow Agent to JBM and Pace.

              


      

       

      
        	
                4.        

              	
                INTEGRATIONS: SURVIVAL
      OF WARRANTIES; AMENDMENT

              


      

       

      Unless
otherwise agreed in writing, this Escrow Agreement represents the entire
understanding of the parties with respect to the subject matter referenced, and
supersedes all prior understandings and agreements heretofore made by and
between the parities: Neither this Escrow Agreement nor any provision hereof may
be amended, waived, modified or discharged except by an agreement in writing
signed by all parties.

       

      
        	
                5.      

              	
                ATTONNEY'S
      FEES  

              


      

      
         

        In the
event of any litigation to construe and/or enforce the terms of this Escrow
Agreement, the party prevailing in such action shall be entitled to recover its
reasonable attorney's fees and costs in addition to any other damages or relief
to which such party may be entitled.

      

       

      6.       FACSIMLE
SIGNATURES

         Both
parties agree that facsimile signatures by any party will be treated as original
signatures for the purpose of this transaction.

       

      7.       NOTICES

      Any and
all notices required under this Escrow Agreement shall be in writing and shall
be served upon the respective parties at the addresses shown below or to such
other address as the parties may designate by written notice to the
other.

       

      JBM

      JBM
Energy Company, LLC C/0 Russell B. Pace, Jr.

       

      2139
Bybee's Church Road Palmyra, VA 22963

       

      PACE

      Russell
B. Pace, Jr.

      2139
Bybee's Church Road Palmyra, VA 22963

       

      BUYER:

       

      Johannes
Petersen

      Teen Glow
Makeup, Inc. 16 Market Square Centre 1400 16th Street, Suite 400 Denver, CO
80202

       

      ESCROW
AGENT

       

      
        	
                 
      

              	
                Realty
      Title Company, Inc.

              


      

       

      
      

      Lewistown, MT

       

      Any
notice to be given under this Escrow Agreement shall be sent by:

       

      
        	
                a.  

              	
                Certified
      mail, return receipt requested, in which case notice shall be deemed
      delivered five (5) days after deposit, postage prepaid in the United
      States Mail; or

              


      

       

      
        	
                b.  

              	
                a
      nationally recognized overnight courier, in which case notice shall be
      deemed delivered three (3) business days after deposit with that
      courier.

              


      

       

      
        	
                8.        

              	
                EXECUTION IN
      COUNTERPARS: TELEFACSIMILE
SIGNATURES

              


      

       

      This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same
instrument; and the parties may execute copies sent by telefacsimile, and return
signed copies by telefacsimile. Copies signed and returned by telefacsimile
shall be deemed and considered executed counterparts, but a party executing a
copy and transmitting same by telefacsimile shall promptly mail or overnight to
the other parties copies bearing the transmitting party's original
signature.

      


      
        	
                9.        

              	
                TIME IS OF THE
      ESSENCE

              


      

       

      Time is
of the essence in this Escrow Agreement.

       

      
        	
                10.     
      CONFIDENTIALITY     
      
                   
  

              	
                 

              


      

       

      The
parties' hereto shall not disclose any terms or provisions of this Escrow
Agreement to

      any other
persons except to professionals who require such information in the performance
of this Escrow Agreement, and both parties will treat all information disclosed
to it as confidential information and will not make further disclosure to third
parties without the consent of the disclosing party.

      


      Executed
as of this 9th day of April, 2010.

       

      BUYER:

      Teen Glow
Makeup, Inc. (name change to American Power Corp. in process)

      By: /s/ Johannes
Petersen

      Johannes
Petersen

      President

       

      


      By:
/s/ Russell B. Pace,
Jr.

      Russell
B. Pace, Jr.

      Individually

       

      ESCROW
AGENT

      JBM
Energy Company, LLC Realty Title Company, Inc.

       

      By:
/s/Russell B. Pace,
Jr.

      Russell
B. Pace. Jr. Sole Manager

      


      By:/s/Realty
Title Company, Inc.