EXHIBIT 10


EXHIBIT 10.1




ESCROW AGREEMENT

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Agreement”) dated July 23, 2004, is made by and among Elderwatch, Inc. (the “Company”) and Joseph I. Emas Esq. (the “Escrow Agent”). 




The Company has filed a registration statement on Form SB-2 with the Securities & Exchange Commission pursuant to which it intends to conduct a public offering (the “Offering”) of its shares of common stock.




The completion of the Offering is subject to the Company receiving minimum aggregate subscriptions for 200,000 shares of common stock in the capital of the Company at a price of $0.25 for gross proceeds of $50,000 (the “Minimum Offering”).




 In connection with the Offering, the parties hereto desire to establish an escrow fund to secure investors’ funds until the earlier of the completion of the Minimum Offering or the termination of the Offering on the date that is 90 days from the date (the “Effective Date”) that the Company’s registration statement on Form SB-2, as amended, is deemed effective.




NOW, THEREFORE, in consideration of the agreements and understandings contemplated in the Stock Purchase Agreement, the parties hereto agree as follows:

1.

Escrow Deposit. Upon the Effective Date, the Company may accept subscriptions for its shares of common stock from qualified investors.  The Company and the subscription agreement that it provides to prospective investors shall instruct all subscribers (each a “Subscriber”) to make their checks, bank drafts or money orders for the purchase of such shares payable to the Escrow Agent in trust and to deliver such payment, along with an executed subscription agreement to the Escrow Agent.  The Escrow Agent shall deposit all subscription funds received into a non-interest bearing attorney’s trust account in accordance with the requirements of the Florida Bar.

2.

Release of Funds to Subscribers. If the Company does not complete the Minimum Offering within 90 days from the Effective Date, the Escrow Agent shall forthwith return each subscriber’s respective subscription funds.

3.

Release of Funds to Company.  If the Company completes the Minimum Offering within 90 days from the Effective Date and provides the Escrow Agent with certificates representing the shares of common stock subscribed for by the Subscribers, the Escrow Agent shall forthwith release the subscription funds to the Company.

4.

Provisions with Respect to the Escrow Agent.

(a)

Protection of the Escrow Agent.  The Escrow Agent and the Company agree that: (i) the Escrow Agent’s duties and responsibilities shall be limited to those expressly set forth in this Agreement, and the Escrow Agent shall not be subject to, nor obliged to recognize, any other agreement between, or direction or instruction of, any or all of the parties hereto; provided, however, that this Agreement may be amended at any time or times in accordance with this Agreement; (ii) no assignment of the interest of either the Company or a Subscriber shall be permitted, nor shall any purported assignment be binding upon the Escrow Agent;  (iii) if the Escrow Deposit is attached, garnished, or levied upon under the order of any court, or the delivery thereof shall be stayed or enjoined by the order of any court, or any other order, judgment or decree shall be made or entered by any court affecting the subscription funds, the Escrow Agent is hereby expressly authorized to obey and comply with all writs, orders or decrees so entered or issued, whether with or without jurisdiction; the Escrow Agent shall not be liable to any of the parties hereto or their successors by reason of compliance with any such writ, order or decree notwithstanding such writ, order or decree being subsequently reversed, modified, annulled, set aside or vacated; (iv) in case the Escrow Agent becomes involved in litigation in connection with this Agreement, it shall have the right to retain counsel, and shall be indemnified by the Company for all reasonable and necessary costs, attorneys’ fees, charges, disbursements and expenses in connection with such litigation.

(b)

New Escrow Agent.  The Escrow Agent reserves the right to resign at any time by giving at least 30-days advance written notice of resignation to the Company and each Subscriber, specifying the effective date thereof. Within 30 days after receiving the aforesaid notice, the Company agrees to appoint a successor escrow agent. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of the 30-day period commencing upon the receipt of the notice of resignation by the Company and the Subscribers, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the costs, expenses and reasonable attorneys’ fees which the Escrow Agent incurs in connection with such a proceeding shall be the responsibility of the Company.

 (c)

Indemnification.  Without limiting any protection or indemnity of the Escrow Agent under any other provision hereof, or otherwise at law, the Company hereby agrees to indemnify and hold harmless the Escrow Agent from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable legal or advisor fees and disbursements, of whatever kind and nature which may at any time be imposed on, incurred by or asserted against the Escrow Agent in connection with the performance of its duties and obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements arising by reason of the gross negligence or fraud of the Escrow Agent. This provision shall survive the resignation or removal of the Escrow Agent, or the termination of this Agreement. The Escrow Agent shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion of its counsel, may involve its expense or liability, unless the Company shall, so often as required, furnish the Escrow Agent with satisfactory indemnity and funding against such expense or liability.

5.

Miscellaneous.

(a)

Notices.  All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing, and shall be deemed to have been duly given (1) on the date of delivery, if delivered personally, or sent by facsimile by 3:00 p.m. local time at the place of delivery on such date, followed by an original delivered by first class mail, registered or certified, return receipt requested, postage prepaid, to the party to whom notice is to be given, (2) within 72 hours after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified mail, return receipt requested, postage prepaid, or (3) on the following day if sent by a nationally recognized overnight delivery services, in each case, properly addressed to the party at his address set forth on the signature page of this Agreement or any other address that any party may designate by written notice to the others.




(b)

Counterparts. This Agreement may be executed on two or more separate counterparts, each of which will be an original and all of which taken together will constitute one and the same agreement.

(c)

Specific Performance. The obligations of the parties hereto (including the Escrow Agent) are unique in that time is of the essence, and any delay in performance hereunder by any party will result in irreparable harm to the other parties hereto. Accordingly, any party may seek specific performance and/or injunctive relief before any court of competent jurisdiction in order to enforce this Agreement or to prevent violations of the provisions hereof, and no party shall object to specific performance or injunctive relief as an appropriate remedy. The Escrow Agent acknowledges that its obligations, as well as the obligations of the Company hereunder, are subject to the equitable remedy of specific performance and/or injunctive relief.

(d)

Amendment, Waiver, etc.  This Agreement shall not be amended, modified, altered or revoked without the prior written consent of each of the Company, the Escrow Agent and any Subscriber that has delivered funds to the Escrow Agent at the time of amendment. No failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any right of further exercise or the exercise of any other right, power or privilege.

(e)

Headings.  Section headings used herein are for convenience of reference only and shall not be deemed to constitute a part of this Agreement for any other purpose, or to limit, characterize or in any way affect any provision of this Agreement, and all provisions of this Agreement will be enforced as if such headings had not been included herein.

(f)

Complete Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and amends and supersedes any prior understandings and agreements with respect thereto.

(g)

Delivery by Facsimile.  This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto shall raise the use of a facsimile machine to deliver a signature or the fact that this Agreement or any signature was transmitted or communicated through the use of facsimile machine as a defense to the formation of a contract and each such party forever waives any such defense.

(h)

Severability.  The parties agree that (i) the provisions of this Agreement shall be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable, (ii) 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 (iii) the remaining provisions shall remain enforceable to the fullest extent permitted by law.

(i)

Expenses.  The Company shall be solely responsible for providing remuneration to the Escrow Agent in consideration of it acting as escrow agent pursuant to this Agreement.

(j)

Termination.  This Agreement shall continue in force until the Escrow Agent’s final distribution of subscription funds hereunder.




IN WITNESS WHEREOF, the parties have executed this Escrow Agreement on the date first written above.




COMPANY:                            

          

Elderwatch, Inc.




/s/ Alan Weiss 

President

__________________________

        

Authorized Signatory




ESCROW AGENT:




Joseph I. Emas




/s/ Joseph I. Emas

________________________

Joseph I. Emas, Esq.