Exhibit
        10.5

    

    ESCROW
      AGREEMENT

    


    THIS
      ESCROW AGREEMENT (this “Escrow
      Agreement”)
      made
      as of October 31, 2008, by and among Hyde Park Acquisition Corp., a Delaware
      corporation (the “Purchaser”), KCP
      Services, LLC, a Delaware limited liability company (the “Seller
      Representative”),
      and
      KeyBank National Association, as escrow agent (the “Escrow
      Agent”).
      

    


    WITNESSETH

    


    WHEREAS,
      Essex Crane Rental Corporation, a Delaware corporation, the Purchaser, Seller
      Representative, Essex Holdings LLC, a Delaware limited liability company
      (“Holdings”)
      and
      the members of Holdings have entered into a certain Purchase Agreement dated
      as
      of March 6, 2008, as amended on May 9, 2008 and August 14, 2008 (as amended,
      the
“Purchase
      Agreement”)
      (capitalized terms used but not otherwise defined herein shall have the meanings
      attributed to them in the Purchase Agreement) with respect to the sale to
      Purchaser of all of the equity securities of Holdings, other than the Retained
      Interests; and

    


    WHEREAS,
      in order to secure the Purchaser against payments of Shortfall Consideration
      and
      indemnification payments pursuant to Section 11.3 of the Purchase Agreement,
      a
      portion of the Total Purchase Price and a portion of the shares of Purchaser
      Stock owned by Kirtland (defined below) as of the date hereof shall be delivered
      to the Escrow Agent to be held in escrow in accordance with the provisions
      hereof.

    


    NOW,
      THEREFORE, in consideration of the premises set forth herein and for other
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties agree as follows:

    


    1. Appointment
      of Escrow Agent.
      The
      Escrow Agent is hereby appointed to act as Escrow Agent hereunder in accordance
      with the terms set forth herein, and the Escrow Agent hereby agrees to accept
      such
      appointment.

    


    2. Deposit
      of Escrow Funds and Escrowed Interests.
      

    


    (a) At
      the
      Closing, the Purchaser shall deliver to the Escrow Agent (i) an aggregate amount
      of $7,000,000 (the “Cash
      Escrow Funds”)
      by
      wire transfer of immediately available funds and (ii) stock certificates issued
      in the name of (x) Kirtland Capital Partners III, L.P. (“KCP
      III”)
      representing 605,191 shares of Purchaser Stock, and (y) Kirtland Capital Company
      III LLC (“KCC
      III”
and
      together with KCP III, “Kirtland”)
      representing 36,902 shares of Purchaser Stock (together with securities issued
      upon a stock split or other reclassification or combination involving such
      shares of Purchaser Stock, the “Escrowed
      Interests”
and
      together with the Cash Escrow Funds, the “Total
      Escrow Funds”).
      The
      Total Escrow Funds are to be held and disbursed by the Escrow Agent in
      accordance with the terms set forth herein. 

    


    (b) At
      and
      from time to time after the Closing as is necessary to transfer the Escrowed
      Interests to Purchaser in accordance with the terms hereof, Kirtland shall
      deliver to the Escrow Agent duly endorsed stock powers or other documentation
      necessary to effectuate any transfers of Purchaser Stock to Purchaser, which
      stock powers and other documentation shall be held in escrow by the Escrow
      Agent
      until such time or times as such transfers are required to be made in accordance
      with the terms of this Escrow Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

          

    

    (c)Reserved.

    


    (d) During
      the term of this Escrow Agreement, the Cash Escrow Funds shall be held in a
      trust account at KeyBank National Association (“Trust
      Account”),
      segregated apart from the general funds of KeyBank National Association, pending
      disbursement pursuant to this Escrow Agreement. The Escrow Agent shall cause
      the
      Cash Escrow Funds to be invested, to the maximum practical extent, in United
      States Treasury bills having a maturity of thirty-one (31) days or less or
      other
      similar short-term instruments, including, without limitation, the Victory
      Institutional Money Market Fund, payment of the principal and interest on which
      is backed by the full faith and credit of the United States. Any interest earned
      on the Cash Escrow Funds shall be for the account of the Seller Representative.
      Accordingly, the Escrow Agent shall distribute to Seller Representative within
      five days following the end of each calendar quarter an amount equal to any
      interest or other earnings on such Cash Escrow Funds. The Escrow Agent shall
      not
      have any liability for any loss sustained as a result of any investment in
      an
      investment made pursuant to the terms of this Escrow Agreement. The Escrow
      Agent
      shall have the right to liquidate any investments held in order to provide
      funds
      necessary to make required payments under this Escrow Agreement.

    


    (e)Escrowed
      Interests and any related stock powers or other instruments of transfer shall
      be
      held by the Escrow Agent in escrow hereunder. Any cash distributions or
      dividends paid in respect of the Escrow Interests shall be distributed to Seller
      Representative within five days following the end of each calendar quarter.
      Kirtland shall be entitled to exercise any voting rights attached to the
      Escrowed Interests during such time that the Escrowed Interests are held in
      escrow pursuant to this Escrow Agreement.

    


    3. Release
      of
      Escrow Funds and Escrowed Interests.
      The
      Cash Escrow Funds and Escrowed Interests shall be distributed by the Escrow
      Agent as follows:

    


    (a) If
      the
      Seller Representative and the Purchaser shall at any time jointly direct Escrow
      Agent in writing to distribute some or all of the Total Escrow Funds, or if
      Escrow Agent shall have received an order, decree or judgment of a court or
      arbitrator of competent jurisdiction and directing Escrow Agent to distribute
      some or all of the Total Escrow Funds, Escrow Agent shall on the fifth (5th)
      Business Days thereafter distribute the amount of the Total Escrow Funds as
      directed in such joint written direction, order, decree or judgment. Any such
      distributions made on account of Shortfall Consideration shall be so specified
      in such joint written direction, order, decree or judgment. 

    


    (b) If
      the
      Escrow Agent does not receive a copy of a Claim Response on or prior to the
      tenth (10th)
      Business Day (the “Claim
      Response Date”)
      immediately following receipt by the Escrow Agent of a copy of a Claim Notice
      delivered pursuant to the Purchase Agreement, then the Escrow Agent shall,
      on
      the fifth (5th)
      Business Day after the Claim Response Date, distribute to, or as directed by,
      the Purchaser the amount claimed by the Purchaser Indemnitee in the Claim
      Notice.

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    (c) If
      the
      Escrow Agent receives a copy of a Claim Response on or prior to the Claim
      Response Date, then the Escrow Agent shall (i) on the fifth Business Day after
      the Claim Response Date distribute to, or as directed by, the Purchaser the
      amount claimed by the Purchaser Indemnitee in the Claim Notice which is not
      disputed by the Indemnifying Party in such Claim Response and (ii) retain as
      part of the Total Escrow Funds the amount of such claim disputed by the
      Indemnifying Party in such Claim Response (a “Disputed
      Amount”),
      and
      continue to hold and disburse such amount in accordance with the provisions
      of
      this Escrow Agreement.

    


    (d) Any
      Claim
      Notice, joint written direction, order, decree, judgment or other written
      instruction which directs the Escrow Agent to disburse all or a portion of
      the
      Total Escrow Funds shall specify the amount of such disbursement to be paid
      out
      of the Cash Escrow Funds and the amount of such disbursement to be paid out
      of
      the Escrowed Interests; provided,
      however,
      (i) any
      distribution from the Total Escrow Funds shall first be made from the Cash
      Escrow Funds until such Cash Escrow Funds have been completely depleted, unless
      otherwise agreed to by the Seller Representative, (ii) if, at the time of any
      distribution, the specified distribution allocation is no longer possible as
      a
      result of intervening distributions from the Total Escrow Funds or otherwise,
      such distribution shall be satisfied in full out of the Total Escrow Funds
      in a
      manner that is consistent with the specified allocation to the greatest extent
      practicable, and (iii) the aggregate value of Escrowed Interests that may be
      distributed under this Escrow Agreement may not exceed $5,000,000 (as calculated
      in Section
      3(e)
      hereof).
      The aggregate value of Escrowed Interests from time to time in excess of
      $5,000,000 shall be held by the Escrow Agent solely for the benefit of the
      Seller Representative.

    


    (e) A
      distribution of Escrowed Interests to Purchaser hereunder shall be effected
      via
      surrender by the Escrow Agent to the Purchaser of the stock powers or other
      instruments of transfer held by the Escrow Agent relating to the Escrowed
      Interests. The value of any Escrowed Interests to be distributed to the
      Purchaser hereunder shall be the average closing sale price for a share of
      Purchaser common stock as quoted on the Over-the-Counter Bulletin Board (or
      on a
      national securities market on which the Purchaser’s common stock is then quoted
      for trading) for the twenty trading days ending two trading days immediately
      preceding the date of applicable distribution of Escrowed Interests. The
      Purchaser shall deliver to the Escrow Agent and the Seller Representative the
      Purchaser’s calculation of the value of any Escrowed Interests to be distributed
      hereunder, which calculation shall be final and binding absent manifest error
      (and Seller’s Representative shall be deemed to be in agreement with such
      calculation, unless it shall notify Escrow Agent and Purchaser of any such
      error
      prior to the time that distribution of the Escrowed Interests to Purchaser
      is
      required pursuant to this Escrow Agreement). Escrow Agent will not be
      responsible for determining or calculating the market price or the amount of
      any
      distribution. 

    


    (f) Promptly
      following the date that any payments in respect of an Adjustment are required
      to
      be made pursuant to Section 2.3(d) of the Purchase Agreement, the Purchaser
      and
      the Seller Representative shall deliver joint written notice to the Escrow
      Agent
      directing the Escrow Agent to distribute to, or as directed by, the Seller
      Representative from the balance of the Cash Escrow Funds an amount equal to
      the
      positive difference, if any, between $1,000,000 and any amounts theretofore
      distributed to the Purchaser on account of such Adjustment (as specified in
      any
      joint written direction, order, decree, judgment or other written instruction
      theretofore received by the Escrow Agent). 

    


    
      
        
        

      

      
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    (g) Promptly,
      but in no event longer than five (5) Business Days, following the earlier of
      (i)
      date that the Survival Period has expired, or (ii) the date on which the total
      Cash Escrow Funds plus an aggregate number of Escrowed Interests have been
      distributed to Purchaser under this Escrow Agreement having an aggregate value
      of $5,000,000, the Purchaser and the Seller Representative shall deliver joint
      written notice to the Escrow Agent directing the Escrow Agent to distribute
      to,
      or as directed by, the Seller Representative the then-remaining amount of the
      Total Escrow Funds less
      (A) the
      aggregate of any Disputed Amounts, and (B) the amount claimed by the Purchaser
      in any Claim Notices received as of such date by the Escrow Agent in respect
      of
      which a Claims Response had not yet been received, or required to be received,
      by the Escrow Agent (“Pending
      Claim Amounts”).
      The
      Escrow Agent shall continue to hold and disburse such Disputed Amounts and
      Pending Claim Amounts in accordance with the provisions of this Escrow
      Agreement.

    


    4. Escrow
      Agent.

    


    (a) The
      Escrow Agent undertakes to perform only such duties as are expressly set forth
      herein and no duties shall be implied. The Escrow Agent shall have no liability
      under and no duty to inquire as to the provisions of any agreement other than
      this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor
      chargeable with, knowledge of, nor have any requirements to comply with, the
      terms and conditions of any other agreement, instrument or document between
      any
      of the parties hereto, in connection herewith, if any, including without
      limitation the Purchase Agreement, nor shall the Escrow Agent be required to
      determine if any person or entity has complied with any such agreements, nor
      shall any additional obligations of the Escrow Agent be inferred from the terms
      of such agreements, even though reference thereto may be made in this Escrow
      Agreement.

    


    (b) The
      Escrow Agent may rely upon and shall not be liable for acting or refraining
      from
      acting upon any written notice, instruction or request furnished to it hereunder
      and reasonably believed by it to be genuine and to have been signed or presented
      by the proper party or parties. The Escrow Agent shall be under no duty to
      inquire into or investigate the validity, accuracy or content of any such
      document. The Escrow Agent shall have no duty to solicit any payments which
      may
      be due it or the Total Escrow Funds. The Escrow Agent shall have no duty or
      obligation to make any calculations of any kind hereunder.

     

    (c) The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith except to the extent that a court of competent jurisdiction determines
      that the Escrow Agent's gross negligence or willful misconduct was the primary
      cause of any loss to the Purchaser or the Seller Representative. The Escrow
      Agent may execute any of its powers and perform any of its duties hereunder
      directly or through agents or attorneys (and shall be liable only for the
      careful selection of any such agent or attorney) and may consult with counsel,
      accountants and other skilled persons to be selected and retained by it. The
      Escrow Agent shall not be liable for anything done, suffered or omitted in
      good
      faith by it in accordance with the advice or opinion of any such counsel,
      accountants or other skilled persons. In the event that the Escrow Agent shall
      be uncertain as to its duties or rights hereunder or shall receive instructions,
      claims or demands from any party hereto which, in its opinion, conflict with
      any
      of the provisions of this Escrow Agreement, it shall be entitled to refrain
      from
      taking any action and its sole obligation shall be to hold safely all the Total
      Escrow Funds until it shall be directed otherwise in writing by the Purchaser
      and the Seller Representative jointly or by a final order or judgment of a
      court
      of competent jurisdiction. The parties to this Escrow Agreement agree to pursue
      any redress or recourse in connection with any dispute without making the Escrow
      Agent a party to the same, except where the Escrow Agent is a necessary party
      or
      is otherwise required by law to be a party to such dispute.

    
       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

    

    (d) Anything
      in this Escrow Agreement to the contrary notwithstanding, in no event shall
      the
      Escrow Agent be liable for special, indirect or consequential loss or damage
      of
      any kind whatsoever (including but not limited to lost profits), even if the
      Escrow Agent has been advised of the likelihood of such loss or damage and
      regardless of the form of action.

    


    5. Succession.
      The
      Escrow Agent may resign and be discharged from its duties or obligations
      hereunder by giving 30 days advance notice in writing of such resignation to
      the
      Purchaser and the Seller Representative specifying a date when such resignation
      shall take effect. The Purchaser and the Seller Representative shall use their
      best efforts to mutually agree on a successor escrow agent within thirty (30)
      days after receiving such notice The successor escrow agent shall execute and
      deliver an instrument accepting such appointment and it shall, without further
      acts, be vested with all the estates, properties, rights, powers and duties
      of
      the predecessor escrow agent as if originally named escrow agent. If the
      Purchaser and the Seller Representative have failed to appoint a successor
      escrow agent prior to the expiration of thirty
      (30) days following receipt of the notice of resignation, the Escrow Agent
      may
      petition any court of competent jurisdiction for the appointment of a successor
      escrow agent or for other appropriate relief, and any such resulting appointment
      shall be binding upon all of the parties hereto. Escrow Agent’s sole
      responsibility after such thirty (30) day notice period expires shall be to
      hold
      the Cash Escrow Funds (without any obligation to reinvest the same) and to
      deliver the same to a designated substitute escrow agent, if any, or in
      accordance with the directions of a final order or judgment of a court of
      competent jurisdiction, at which time of delivery Escrow Agent’s obligations
      hereunder shall cease and terminate. The Escrow Agent shall have the right
      to
      withhold an amount equal to any amount due and owing to the Escrow Agent, plus
      any costs and expenses the Escrow Agent shall reasonably believe may be incurred
      by the Escrow Agent in connection with the termination of this Escrow Agreement.
      Any corporation or association into which the Escrow Agent may be merged or
      converted or with which it may be consolidated, or any corporation or
      association to which all or substantially all the escrow business of the Escrow
      Agent’s line of business may be transferred, shall be the Escrow Agent under
      this Escrow Agreement without further act.

    


    6. Fees.
      The
      Purchaser and the Seller Representative agree jointly and severally to (i)
      pay
      the Escrow Agent upon execution of this Escrow Agreement and from time to time
      thereafter reasonable compensation for the services to be rendered hereunder,
      which unless otherwise agreed in writing shall be as described in Schedule
      1
      attached
      hereto, and (ii) pay or reimburse the Escrow Agent upon request for all
      expenses, disbursements and advances, including reasonable attorney's fees
      and
      expenses, incurred or made by it in connection with the preparation, execution,
      performance, delivery, modification and termination of this Escrow Agreement.
      

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    7. Indemnity.
      The
      Purchaser and the Seller Representative shall jointly and severally indemnify,
      defend and save harmless the Escrow Agent
      and its
      directors, officers, agents and employees from all loss, liability or expense
      (including the fees and expenses of in house or outside counsel) arising out
      of
      or in connection with (i) the Escrow Agent's execution and performance of this
      Escrow Agreement, except in the case of any indemnitee to the extent that such
      loss, liability or expense is finally adjudicated by a court of competent
      jurisdiction to have been primarily caused by the gross negligence or willful
      misconduct of such indemnitee, or (ii) its following any instructions or other
      directions from the Purchaser or the Seller Representative, except to the extent
      that its following any such instruction or direction is expressly forbidden
      by
      the terms hereof. The parties hereto acknowledge that the foregoing indemnities
      shall survive the resignation or removal of the Escrow Agent or the termination
      of this Escrow Agreement. The Purchaser and the Seller Representative hereby
      grant the Escrow Agent a lien on, right of set-off against and security interest
      in the Total Escrow Funds for the payment of any claim for indemnification,
      compensation, expenses and amounts due hereunder.

    


    8. Termination.
      This
      Escrow Agreement shall automatically, without any action by the Purchaser or
      the
      Seller Representative, be terminated upon the disbursement by the Escrow Agent
      of all the Total Escrow Funds pursuant to the terms herein.

    


    9. Notices.
      

    


    (a) All
      communications hereunder shall be in writing and shall be deemed to be duly
      given and received:

    


    (i)
      upon
      delivery if delivered personally or upon confirmed transmittal if by
      facsimile;

    


    (ii)
      on
      the next Business Day (as hereinafter defined) if sent by overnight courier;
      or

    


    (iii)
      four (4) Business Days after mailing if mailed by prepaid registered mail,
      return receipt requested, to the appropriate notice address set forth below
      or
      at such other address as any party hereto may have furnished to the other
      parties in writing by registered mail, return receipt requested.

    


    (b) Notwithstanding
      the above, in the case of communications delivered to the Escrow Agent pursuant
      to (ii) and (iii) of this Section 9, such communications shall be deemed to
      have
      been given on the date received by the Escrow Agent. In the event that the
      Escrow Agent, in its sole discretion, shall determine that an emergency exists,
      the Escrow Agent may use such other means of communication as the Escrow Agent
      reasonably deems appropriate.

    


    (c) "Business
      Day" shall mean any day other than a Saturday, Sunday or any other day on which
      the Escrow Agent located at the notice address set forth below is authorized
      or
      required by law or executive order to remain closed.

    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

       

    

    (d) All
      communications under this Escrow Agreement shall be delivered to the following
      address:

    


    


    
      	
              If
                to the Purchaser:

            	
              Hyde
                Park Acquisition Corp.

              461
                Fifth Avenue, 25 Floor

              New
                York, NY 10017 

              Attn:
                Laurence S. Levy and Edward Levy 

              Fax:
                (212) 644-6262

            
	 	 
	
              with
                a copy to:

            	
              Katten
                Muchin Rosenman LLP

              575
                Madison Avenue

              New
                York, NY 10022

              Attention:
                Todd J. Emmerman, Esq.

              Fax:
                (212) 940-8776

            


    

    


    
      	
              If
                to Seller Representative:

            	
              KCP
                Services LLC

              3201
                Enterprise Parkway, Suite 200

              Beachwood,
                OH 44122

              Attention:
                Michael DeGrandis

              Fax
                (216) 593-0240

            
	 	 
	
              with
                a copy to:

            	
              Jones
                Day

              North
                Point

              901
                Lakeside Avenue

              Cleveland,
                OH 44114

              Attention:
                Charles W. Hardin Jr.

              Fax
                (216) 579-0212

            


    

     

    
      	
              If
                to the Escrow Agent:

            	
              KeyBank
                National Association

              127
                Public Square

              Corporate
                Escrow Dept., 14th
                Floor

              Cleveland,
                Ohio 44114

              Attn:
                Joyce A. Apostolec

              Fax
                (216) 689-3777

            


    

    


    10. Amendments
      and Waivers.
      This
      Escrow Agreement may only be amended with the written consent of the parties
      or
      their respective successors and assigns. Any amendment or waiver effected in
      accordance with this Section 10 shall be binding upon the parties and their
      respective successors and assigns.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11. Successors
      and Assigns.
      The
      terms and conditions of this Escrow Agreement shall inure to the benefit of
      and
      be binding upon the parties and their successors and assigns. Except as
      otherwise set forth herein, no party to this Escrow Agreement may assign its
      rights or delegate its duties under this Escrow Agreement without the consent
      of
      the other parties hereto. The
      term
“Escrow Agent” as used herein shall also refer to the successors and assigns of
      Escrow Agent, including, without limitation, a receiver, trustee, custodian
      or
      debtor-in-possession.

    


    12. Titles
      and Subtitles.
      The
      titles and subtitles used in this Escrow Agreement are used for convenience
      only
      and are not to be considered in construing or interpreting this Escrow
      Agreement.

    


    13. Severability.
      If one
      or more provisions of this Escrow Agreement are held to be unenforceable under
      applicable law, the parties agree to renegotiate such provision in good faith.
      In the event that the parties cannot reach a mutually agreeable and enforceable
      replacement for such provision, then (i) such provision shall be excluded
      from this Escrow Agreement, (ii) the balance of this Escrow Agreement shall
      be interpreted as if such provision were so excluded and (iii) the balance
      of this Escrow Agreement shall be enforceable in accordance with its
      terms.

    


    14. Entire
      Agreement.
      This
      Escrow Agreement constitutes the entire agreement among the parties hereto
      pertaining to the subject matter hereof, and merges all prior negotiations
      and
      drafts of the parties with regard to the transactions contemplated
      herein.

    


    15. Counterparts.
      This
      Escrow Agreement may be executed in a number of identical counterparts but
      all
      counterparts shall constitute one agreement. All signatures of the parties
      to
      this Escrow Agreement may be transmitted by facsimile, and such facsimile will,
      for all purposes, be deemed to be the original signature of such party whose
      signature it reproduces and will be binding upon such party.

    


    16. Governing
      Law.
      This
      Escrow Agreement and all acts and transactions pursuant hereto and the rights
      and obligations of the parties hereto shall be governed, construed and
      interpreted in accordance with the laws of the State of New York, without giving
      effect to principles of conflicts of law.

    


    17. Consent
      to Jurisdiction; Waiver of Jury Trial.
      Each of
      the parties hereto hereby irrevocably consents to the exclusive jurisdiction
      of
      the courts of the State of New York and the United States District Court for
      the
      Southern District of New York and waives trial by jury in any action or
      proceeding with respect to this Escrow Agreement.

    


    18. Compliance
      with Court Orders.
      In the
      event that any escrow property shall be attached, garnished or levied upon
      by
      any court order, or the delivery thereof shall be stayed or enjoined by an
      order
      of a court, or any order, judgment or decree shall be made or entered by any
      court order affecting the property deposited under this Escrow Agreement, the
      Escrow Agent is hereby expressly authorized to obey and comply with all writs,
      orders or decrees so entered or issued, which it is advised by legal counsel
      is
      binding upon it, and in the event that the Escrow Agent obeys or complies with
      any such writ, order or decree it shall not be liable to any of the parties
      hereto or to any other person, firm or corporation, by reason of such compliance
      notwithstanding such writ, order or decree be subsequently reversed, modified,
      annulled, set aside or vacated.

    


    19. Tax
      Reporting.
      Prior
      to execution of this Escrow Agreement, the Seller Representative shall provide
      the Escrow Agent with a fully executed W-8 or W-9 Internal Revenue Service
      form,
      which shall include its Tax Identification Number (TIN) as assigned by the
      Internal Revenue Service. 

    


    [signature
      page to follow]

    



    
      
        
           

        

        
        

      

      
        -7-

        
          

        

      

      
        
        

        
        

      

    



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

    

      
        	
                KEYBANK
                  NATIONAL ASSOCIATION

              
	 
	 
	
                /s/
                  Joyce A. Apostolec

              
	
                Name:
                  Joyce A. Apostolec

              
	
                Title:
                  Assistant Vice President

              
	 
	
                HYDE
                  PARK ACQUISITION CORP.

              
	 
	 
	
                /s/
                  Laurence Levy

              
	
                Name:
                  Laurence Levy

              
	
                Title:
                  Chief Executive Officer

              
	 
	 
	
                KCP
                  SERVICES LLC

              
	 
	
                By:
                  Kirtland Capital Corporation, its managing member

              
	 
	 
	
                /s/
                  Michael T. DeGrandis

              
	
                Name:
                  Michael T. DeGrandis

              
	
                Title:
                  Vice President

              


      

    

    


    [Signature
      Page to Escrow Agreement]


    
      
        
           

        

        
        

      

      
        -8-

        
          

        

      

      
        
        

        
          


        

      

    


    Schedule
      1

    


    Escrow
      Fees

    


    Annual
      Administrative Escrow Fee payable upon execution of agreement, and annually
      thereafter upon the anniversary date of the account opening:

    


    
      	
              Annual
                Administrative Fee:

            	
              $3,500.00

            


    

    


    *Note:
      Should the Parties to the Escrow Agreement direct alternative investments other
      than the Victory money market funds (Government Reserve , Federal, and
      Institutional), an additional monthly custodial fee of 5 basis points (.0005)
      of
      assets market value will be charged monthly against the escrowed funds. The
      custody fee will be in addition to the annual administrative escrow
      fee.