Unassociated Document


    
       

      ESCROW
AGREEMENT

       

      THIS
ESCROW AGREEMENT (this “Agreement”), is made
and entered into effective as of May 27, 2010, by and among Cliff Rock Resources
Corp., a Nevada corporation (“Parent”), Virtual
Medical Centre, Limited, an Australian corporation (the “Company”), the
shareholders of the Company listed on Schedule A hereto
(the “Shareholders”), Wayne
Hughes as the Shareholders’ representative (the “Shareholders’
Representative”), and Gersten Savage LLP, as escrow agent (the “Escrow
Agent”).

       

      Collectively,
Parent, the Company, the Shareholders, the Shareholders’ Representative, and the
Escrow Agent are referred to herein as the “Parties”.

       

      Recitals

       

      WHEREAS, concurrently with the
execution of this Agreement, Parent and the Company have entered into an
Exchange Agreement (the “Exchange Agreement”)
pursuant to which Parent will acquire all of the ordinary shares of the Company
issued and outstanding immediately prior to the execution of the Exchange
Agreement (the “Company
Shares”);

       

      WHEREAS, pursuant to Section
1.1(a) of the Exchange Agreement, each Company Share shall be exchanged (the
“Exchange”) for
that number of shares of common stock of Parent (“Parent Common Stock”)
equal to 71,471,764 divided by the total number of Company Shares then issued
and outstanding (the “Exchange Shares”);

      


      WHEREAS, pursuant to Section
4.1 of the Exchange Agreement, Parent and the Company have agreed that following
the Exchange, Parent shall use all reasonable efforts to raise up to
AU$6,000,000 through the issuance of equity, convertible securities, debt or a
combination thereof (the “Financing”) at a
purchase price of not less than AU$0.30 per share (the “Price Requirement”)
of Parent Common Stock;

      


      WHEREAS, pursuant to Section
4.2 of the Exchange Agreement, in order to mitigate the adverse effects of a
future Financing at a price below the Price Requirement, Parent and the Company
have agreed that 20,000,000 Exchange Shares Exchange (the “Escrow Shares”) are
to be deposited in escrow by the Shareholders (the “Escrow”) and held by
the Escrow Agent under the terms of this Agreement;

      


      WHEREAS, the Shareholders have
agreed, following the Exchange, to deposit in Escrow an aggregate of 20,000,000
Exchange Shares, in the amounts set forth opposite each Shareholder’s name on
Schedule A to
this Agreement;

      


      WHEREAS, pursuant to Article 4
of the Exchange Agreement, Parent and the Company have agreed that the Escrow
Agent shall hold the Escrow Shares for the benefit of the Shareholders pursuant
to the terms of this Agreement and that the Escrow Shares shall be released in
accordance with the Exchange Agreement;


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      WHEREAS, the board of
directors of Parent has determined that, following the Exchange, it is in the
best interest of Parent and its shareholders to release for cancellation to
Parent or release to the Shareholders, as applicable, the Escrow Shares under
the terms and conditions set forth in this Agreement; and

       

      WHEREAS, the Escrow Agent is
willing to act as escrow agent on the terms and conditions set forth in this
Agreement.

       

      NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and agreements set
forth in this Agreement, the Parties agree as follows:

       

      
        	
                1.

              	
                Escrow

              


      

       

      The Parties agree:

       

      (a)          upon
execution of this Agreement and the Exchange Agreement, to authorize Parent to
deliver to the Escrow Agent, for deposit into the Escrow, 20,000,000 Escrow
Shares and to authorize the Escrow Agent to hold in the Escrow on behalf of each
Shareholder that number of Escrow Shares set forth opposite such Shareholder’s
name on Schedule
A hereto, subject to adjustment pursuant to Section 2(d) of this
Agreement.

       

      (b)          thereafter,
to authorize Parent to deliver to the Escrow Agent for deposit into the Escrow
any cash and non-cash dividends and other property at any time received or
otherwise distributed on, in respect of, or in exchange for, any or all of the
foregoing, all securities hereafter issued in substitution for any of the
foregoing, all certificates and instruments representing or evidencing such
securities, all cash and non-cash proceeds of all of the foregoing property and
all rights, titles, interest, privileges and preferences appertaining or
incident to the Escrow Shares (each, an “Escrow Share
Distribution” and together with the Escrow Shares, the “Escrow
Property”).

      


      (c)          to
authorize the Escrow Agent to release one-sixth (1/6) of the Escrow Shares to
the Shareholders, on a pro-rata basis, for every AU$1,000,000 in Financing
raised by Parent at a price per share equal to or greater than the Price
Requirement (the “Financing
Release”).

      


      (d)          to
authorize the Escrow Agent to release to Parent for cancellation, such
Shareholder’s pro rata amount of the total number of Escrow Shares to be
cancelled (the “Cancelled Shares”),
based upon such Shareholder’s proportionate share of the Escrow Shares, and a
pro rata percentage of any Escrow Share Distribution (if any) to be cancelled in
the event that, within three years from the Closing Date (as defined in the
Exchange Agreement), Parent consummates one or more Financings at a price per
share that is less than
the Price Requirement.  The total number of Cancelled Shares shall be
calculated as follows:

      


      X = Y -
(A)(Y)

        B

      


      
        	
                 
      

              	
                Where

              	
                X
      =

              	
                the
      number of Escrow Shares to be released for cancellation by
      Parent.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                Y
      =

              	
                the
      number of shares of Parent Common Stock (and/or Parent Common Stock
      acquirable upon exercise or conversion of securities issued in the
      Financing.)

              


      

      


      
        	
                 
      

              	
                A
      =

              	
                the
      price per share of Parent Common Stock (and/or Parent Common Stock
      acquirable upon exercise or conversion of securities issued in the
      Financing) issued in the Financing, converted into Australian dollars in
      accordance with Section 1(d) below, if
  applicable.

              


      

      


      
        	
              	
                B
      =

              	
                Price
      Requirement.

              


      

      


      (e)          after
three years from the Closing Date (as defined in the Exchange Agreement), to
authorize the Escrow Agent to release to the Shareholders any remaining Escrow
Shares, after giving effect to the Financing Release, if
applicable.

      


      (f)           for
the purposes of this Agreement, the purchase price per share of Parent Common
Stock for a financing conducted in a currency other than Australian dollars
(“Foreign
Currency”) shall be converted into Australian dollars based on the rate
of exchange for the conversion of such Foreign Currency into Australian dollars
as quoted by the Reserve Bank of Australia on the closing date of such
financing.

      


      
        	
                2.

              	
                Escrow Deposit and
      Term

              


      

       

      (a)          Deposit of Escrow
Property.  Each of the Parties agrees and acknowledges that (i)
concurrent with the execution and delivery of this Agreement, Parent shall
deliver certificates to the Escrow Agent representing the Escrow Shares, in the
amounts set forth opposite each Shareholder’s name on Schedule A hereto and
(ii) thereafter, Parent shall be authorized and shall deliver to the Escrow
Agent for deposit into the Escrow, any Escrow Share Distribution.

       

      (b)          Delivery Receipt.
Upon each deposit of Escrow Property, the Escrow Agent shall acknowledge to
Parent and the Shareholders’ Representative receipt of stock certificates or
other instruments representing the Escrow Shares and any Escrow Share
Distribution.  The Escrow Agent shall hold the Escrow Property and
shall administer the same in accordance with the terms of this
Agreement.

      


      (c)          Escrow Term. The
Escrow shall commence on the date of this Agreement and shall continue until
terminated upon the release of all Escrow Property in accordance with Section 1
above or Section 4(e) below.

      


      (d)         Adjustments. In the
event of any change in Escrow Shares by reason of a stock dividend, split,
subdivision, consolidation, recapitalization, combination, exchange of shares,
or similar transaction or any other extraordinary change in the corporate or
capital structure of Parent (including the declaration or payment of an
extraordinary dividend of cash, securities or other property), the type and
number of Escrow Shares contributed by Parent and held in the Escrow by the
Escrow Agent shall be adjusted appropriately, and proper provision shall be made
in the agreements governing such transaction, so that Parent or the
Shareholders, as applicable, shall receive upon release in accordance with
Section 1 above, such number and class of shares and/or other securities and/or
cash and/or property that Parent or the Shareholders would have received in
respect of the Escrow Shares if the release of the Escrow Shares had been made
immediately prior to such event, or the record date therefor, as applicable, and
to the fullest extent Parent or the Shareholders would have been entitled to
receive such securities, cash or other property.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      


      
        	
                3.

              	
                Shareholders’
      Representative

              


      

      


      (a)          Appointment;
Authority.  Each of the Shareholders hereby appoints the
Shareholders’ Representative as his, her or its representative and true and
lawful attorney-in-fact with full power, in such Shareholder’s name and on such
Shareholder’s behalf, to act according to the terms of this Agreement in the
Shareholders’ Representative’s absolute discretion, and in general to do all
things and to perform all acts including, without limitation, executing and
delivering all agreements, certificates, receipts, instructions and other
instruments contemplated by or deemed advisable in connection with this
Agreement. Notwithstanding the foregoing, the Shareholders’ Representative shall
inform each Shareholder of all notices received, and of all actions, decisions,
notices and exercises of any rights, power or authority proposed to be done,
given or taken by the Shareholders’ Representative in connection with the Escrow
and this Agreement.

      


      (b)          Liability;
Indemnification.  The Shareholders’ Representative shall not be
liable for any act done or omitted under this Agreement as agent for the
Shareholders while acting in good faith and in the exercise of reasonable
judgment and any act done or omitted pursuant to the advice of counsel shall be
conclusive evidence of such good faith. The Shareholders shall severally
indemnify the Shareholders’ Representative and hold the Shareholders’
Representative harmless against any loss, liability or expense incurred without
gross negligence or bad faith on the part of the Shareholders’ Representative
and arising out of or in connection with the acceptance or administration of the
Shareholders’ Representative’s duties hereunder.

      


      (c)          Communication.  The
Shareholders, Parent, the Company and the Escrow Agent shall be entitled to rely
upon any communication or writing given or executed by the Shareholders’
Representative. All communications or writings to be sent to the Shareholders
pursuant to this Agreement may be addressed to the Shareholders’ Representative,
and any communication or writing so sent shall be deemed notice to all of the
Shareholders hereunder.

      


      
        	
                4

              	
                Transfer from
      Escrow.

              


      

      


      (a)          Written Notification.
Parent shall immediately provide written notification (“Financing Notice”) to
the Escrow Agent and the Shareholders’ Representative on the date Parent has
completed any Financing, which notification shall provide (i) the purchase price
per share of Parent Common Stock pursuant the Financing; and (ii) either (A) if
an aggregate of AU$1,000,000 has been raised at a purchase price equal to or
greater than the Price Requirement, a statement indicating the amount of Escrow
Shares to be released to the Shareholders pursuant to Section 1(c) of this
Agreement, or (B)  if the purchase price per share is less than the
Price Requirement, a calculation of the number of Cancelled Shares to be
released from the Escrow to Parent for cancellation pursuant to Section 1(d) of
this Agreement.  Upon three years from the Closing Date (as defined in
the Exchange Agreement), the Parent shall immediately provide written
notification to the Escrow Agent and the Shareholder’s Representative stating
that the Escrow Agent shall release all remaining Escrow Shares to the
Shareholders.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      (b)          Objection.  In
the event that the Shareholders’ Representative, after receiving a Financing
Notice, shall give written notice to Parent and the Escrow Agent that it objects
on behalf of the Shareholders to the release from the Escrow of any number of
Escrow Shares (“Letter
of Objection”) within five (5) business days following the date on which
the Financing Notice is delivered to the Shareholders’ Representative, then the
Escrow Agent shall refrain from releasing any Escrow Shares pursuant to the
Financing Notice until Shareholders’ Representative and Parent reach a
compromise and deliver a compromise financing notice (the “Compromise Financing
Notice”) to the Escrow Agent, signed by both Parent and the Shareholders’
Representative, directing the Escrow Agent to release the Escrow Shares pursuant
to the terms of the Compromise Financing Notice.  If the Shareholder
Representative and Parent are unable to settle and reach a compromise regarding
the Financing Notice within five (5) business days of receipt by Parent of the
Shareholders’ Representative’s Letter of Objection, then Parent shall cause its
public accounting firm to calculate the number of Escrow Shares to be released
from the Escrow based on Parent’s books and records and the provisions of the
Exchange Agreement.  The determination by Parent’s public accounting
firm shall be in writing and such determination shall be final and binding on
the Parties.  Parent shall immediately provide the Shareholders’
Representative and the Escrow Agent notice of the written determination by
Parent’s public accounting firm and the Escrow Agent shall promptly transfer
that number of Escrow Shares as directed in such determination.

      


      (c)          Release from
Escrow.  In the event that the Shareholders’ Representative
fails to give written notice to Parent and the Escrow Agent that it objects on
behalf of the Shareholders to the release of any number of Escrow Shares
pursuant to a Financing Notice within five (5) business days following the date
on which the Shareholders’ Representative receives the Financing Notice, the
Escrow Agent shall promptly transfer that number of Escrow Shares from the
Escrow as directed by such Financing Notice.

      


      (d)          Pro Rata Release. The
Escrow Shares to be released to Parent under any Financing Notice shall be drawn
from each Shareholder on a pro rata basis, based upon such Shareholder’s
proportionate share of the Escrow Shares, rounded up to the nearest whole Escrow
Share.  The Escrow Agent shall deliver the certificates representing
the Escrow Shares to Parent with appropriate instructions, whenever necessary to
effectuate a cancellation of the Escrow Shares, or to the
Shareholders.

      


      (e)          Special Release.
Notwithstanding the other provisions of this Section 4, the Escrow Agent shall
release and distribute the Escrow Property to (i) Parent  pursuant to
any written instructions executed by all of the Shareholders, (ii) to the
Shareholders pursuant to any written instructions executed by Parent, or (iii)
in accordance with any nonappealable order or decree by a court of competent
jurisdiction to do so.



      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      
        	
                5.

              	
                Dividends and
      Voting.

              


      

      


      (a)          Dividends. Any
dividends declared and paid, and any distributions made with respect to, the
Escrow Shares shall be delivered to the Escrow Agent and shall be held and
transferred by the Escrow Agent in the same manner that the Escrow Shares are
held and transferred hereunder. All such dividends and distributions made in
Parent Common Stock shall be deemed to be Escrow Shares (allocated on the basis
of the pro rata interest represented by such Escrow Shares), for any and all
purposes hereunder.

      


      (b)          Voting. Each of the
Shareholders shall be entitled to vote the Escrow Shares held by the Escrow
Agent as its nominee in accordance with its interests therein on all matters
submitted to a vote of the stockholders of Parent during the term of this
Agreement but shall not be entitled to exercise any investment or dispositive
powers over the Escrow Shares.

      


      
        	
                6.

              	
                Fees of Escrow
      Agent.

              


      

       

      (a)          Ordinary Escrow Service
Fees. As compensation for acting as the Escrow Agent pursuant to this
Agreement, Escrow Agent shall be paid (a) a U$1,000 non-refundable start-up fee,
payable upon the Escrow Agent’s execution of this Agreement; and (b) upon the
Escrow Agent’s demand, a US$200 escrow processing fee for each receipt and
disbursement of Escrow Shares. The start-up fee will cover the first year of the
Escrow. Thereafter, an annual administrative fee in the amount of US$800 will be
payable on each anniversary date of this Agreement. The Escrow Agent will also
be entitled to reimbursement for extraordinary expenses incurred in performance
of its duties hereunder.  Parent and the Company shall each pay
one-half of the start-up fee.  After the Exchange, all fees and
expenses accrued hereunder shall be paid and/or reimbursed by
Parent.

      


      (b)          Extraordinary Service
Fees. If the conditions of this Agreement are not promptly fulfilled, or
if Escrow Agent renders any service not provided for in this Agreement at the
request of any Party or any Party requests a substantial modification of its
terms, or if any controversy arises, or if the Escrow Agent is made a party to,
or intervenes in, any litigation pertaining to the Escrow or its subject matter
(each case, an “Extraordinary
Service”), then the Escrow Agent shall be reasonably compensated for such
Extraordinary Services and reimbursed for all costs, reasonable attorney’s fees,
including allocated costs of in-house counsel, and expenses occasioned by such
default, delay, controversy or litigation, and the Escrow Agent shall have the
right to retain all documents and/or other things of value, including, without
limitation, the Escrow Property at any time held by the Escrow Agent in the
Escrow until such compensation, fees, costs, and expenses are
paid.  Each of Parent and the Company jointly and severally, promise
to pay to Escrow Agent these sums in connection with Extraordinary Services upon
demand by Escrow Agent, which sums shall be borne by Parent after the
Exchange.



      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                7.

              	
                Rights and Duties of
      the Escrow Agent.

              


      

      


      (a)          Duties; Liability.
The Escrow Agent shall have no implied duties and no obligation to take any
action hereunder except for any action specifically provided by this Agreement
to be taken by the Escrow Agent.  The Escrow Agent shall have no
responsibility or obligation of any kind in connection with this Agreement or
the Escrow Shares and shall not be required to deliver the same or any part
thereof or take any action with respect to any matters that might arise in
connection therewith, other than to receive, hold, and make delivery of any
Escrow Shares or Escrow Property as herein provided or by reason of any
nonappealable order of a court of competent jurisdiction.  The Escrow
Agent shall not be liable to any Party for any action taken or omitted to be
taken hereunder or in connection herewith except for its own gross negligence or
willful misconduct or breach of the specific provisions of this
Agreement.  The Escrow Agent may execute any of its duties hereunder
by or through employees, agents and attorneys-in-fact.

      


      (b)          Indemnification.
Parent and the Company hereby agree to jointly and severally indemnify, hold
harmless and defend the Escrow Agent and its directors, officers, agents,
partners, of-counsels and employees (collectively, the “Indemnitees”) from
and against any and all claims, liabilities, losses, damages, fines, penalties
and expenses, including out-of-pocket and incidental expenses and legal fees and
expenses (“Losses”), that may be
imposed on, incurred by or asserted against, the Indemnitees or any of them for
following any instructions or other directions upon which they are authorized to
rely pursuant to the terms of this Agreement. In addition to and not in
limitation of the immediately preceding sentence, Parent and the Company also
agree to indemnify and hold the Indemnitees and each of them harmless from and
against any and all Losses that may be imposed on, incurred by or asserted
against the Indemnitees or any of them in connection with or arising out of the
Escrow Agent’s performance under this Agreement, provided the Indemnitees have
not acted with gross negligence or engaged in willful misconduct. The provisions
of this Section 7(b) shall survive the termination of this Agreement and the
resignation or removal of the Escrow Agent for any reason.

      


      (c)          Resignation; Merger of the
Escrow Agent. The Escrow Agent shall have the right to resign for any
reason after first having given Parent and Shareholders’ Representative notice
in writing of its intent to resign at least thirty (30) days in advance. At the
expiration of such thirty (30) days, the Escrow Agent shall deliver the
remaining Escrow Property to a successor escrow agent designated in writing by
Parent and Shareholders’ Representative. If Parent and Shareholders’
Representative fail to designate a successor to the Escrow Agent within such
time, the Escrow Agent shall, at the expense of Parent institute a bill of
interpleader as contemplated by Section 7(e)(ii) hereof. Any corporation or
association into which the Escrow Agent in its individual capacity may be merged
or converted or with which it may be consolidated, or any corporation or
association resulting from any merger, conversion or consolidation to which the
Escrow Agent in its individual capacity shall be a party, or any corporation or
association to which all or substantially all the corporate trust business of
the Escrow Agent in its individual capacity may be sold or otherwise
transferred, shall be the Escrow Agent under this Agreement without further
act.

      


      (d)          Reliance on Notices;
Sufficiency of Agreement. The Escrow Agent shall be entitled to rely upon
the accuracy, act in reliance upon the contents and assume the genuineness of
any notice which is given to the Escrow Agent in proper form pursuant to this
Agreement and reasonably believed by the Escrow Agent to be genuine and correct
and to have been signed or sent by the proper person, without the necessity of
the Escrow Agent verifying the truth or accuracy thereof.  The Escrow
Agent shall not be responsible for the validity or sufficiency of this
Agreement.  In all questions arising under this Agreement, the Escrow
Agent may rely on the advice of counsel, and for anything done, omitted or
suffered in good faith by the Escrow Agent based on such advice the Escrow Agent
shall not be liable to anyone.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

      


      (e)          Controversy;
Interpleader. Should any controversy arise between or among Parent, the
Shareholders’ Representative, the Shareholders and/or any other person, firm or
entity with respect to this Agreement, the Escrow Property or any part thereof,
or the right of any party or other person to receive the such property, or
should Parent and the Shareholders’ Representative fail to designate another
Escrow Agent as provided in Section 7(c) hereof, or if the Escrow Agent should
be in doubt as to what action to take, the Escrow Agent shall have the right
(but not the obligation) to (i) withhold delivery of the Escrow Property until
the controversy is resolved and/or (ii) institute a bill of interpleader in any
court of competent jurisdiction to determine the rights of the Parties hereto
(the right of the Escrow Agent to institute such bill of interpleader shall not,
however, be deemed to modify the manner in which Escrow Agent is entitled to
make transfers from the Escrow Property as hereinabove set forth other than to
tender the such property into the possession and control of such
court).

      


      
        	
                8.

              	
                Legal
      Counsel.

              


      

      


      (a)          Consultation with Legal
Counsel. The Escrow Agent may consult with its counsel or other counsel
satisfactory to it with respect to any question relating to its duties or
responsibilities hereunder or otherwise in connection herewith and shall not be
liable for any reasonable action taken, suffered or omitted by the Escrow Agent
in good faith upon the advice of such counsel.  Each of Parent, the
Company, the Shareholders’ Representative and the Shareholders acknowledge and
agree that the Escrow Agent is acting as legal counsel to the Company, the
Shareholders’ Representative and the Shareholders in connection with this
Agreement and related transactions and will continue to represent the Company,
the Shareholders’ Representative and the Shareholders in connection with this
Agreement and related transactions.  Each of Parent, the Company, the
Shareholders’ Representative and the Shareholders hereby waives any conflict of
interest that may exist as a result of the Escrow Agent providing such legal
services to the Company, the Shareholders’ Representative and the Shareholders
and hereby waives any right to cause a substitute escrow agent to be appointed
solely as a result of such conflict of interest.

      


      (b)          Independent Legal
Advice. Each Party acknowledges that it has been advised by the other and
the Escrow Agent to seek independent legal and financial (including tax) advice
with respect to this Agreement and that it has not relied on the other Party for
any advice, whether legal or otherwise, with respect to this Agreement.
Specifically, each of the Parties has had the opportunity, and has been strongly
advised, to consult with its counsel or other counsel satisfactory to it with
respect to any question relating to its duties or responsibilities hereunder.
Each of the Shareholders understands that entering into this Agreement has or
may have material legal and tax consequences on such Shareholder, and Parent and
the Company have not given any opinion or representation with respect to the
legal or tax consequences to the Shareholders.

      


      (c)          Legal Expenses. Each
Party shall be responsible for its legal expenses incurred by it, in connection
with the transactions contemplated by this Agreement.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

      


      
        	
                9.

              	
                Miscellaneous.

              


      

      


      (a)          Time Periods. For
purposes of computing time periods hereunder, all references to “days” shall
mean regular business days of the Escrow Agent. Whenever under the terms hereof
the time for giving a notice or performing an act falls upon a Saturday, Sunday
or bank holiday, such time shall be extended to the Escrow Agent’s next business
day.

      


      (b)          Further Assurances.
The Parties shall sign and deliver all further documents and instruments and do
all things that may, either before or after the signing of this Agreement, be
reasonably required to carry out the full intent and meaning of this
Agreement.

      


      (c)          Severability. If one
or more of the provisions contained herein shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.

      


      (d)          Survival of
Indemnification. Notwithstanding termination of this Agreement, the
provisions of Sections 6 and 7(b) shall remain in full force and effect for so
long as the Escrow Agent may have any liability.

      


      (e)          Waiver.

      


      (i) No failure on the part of any Party
to exercise any power, right, privilege or remedy under this Agreement, and no
delay on the part of any Party in exercising any power, right, privilege or
remedy under this Agreement, shall operate as a waiver of such power, right,
privilege or remedy; and no single or partial exercise of any such power, right,
privilege or remedy shall preclude any other or further exercise thereof or of
any other power, right, privilege or remedy.

      


      (ii) No Party shall be deemed to have
waived any claim arising out of this Agreement, or any power, right, privilege
or remedy under this Agreement, unless the waiver of such claim, power, right,
privilege or remedy is expressly set forth in a written instrument duly executed
and delivered on behalf of such Party; and any such waiver shall not be
applicable nor have any effect except in the specific instance in which it is
given.

      


      (f)        
  Notices.  Any
notice, request or other communication hereunder shall be given in writing and
shall be served either personally by overnight delivery or delivered by mail,
certified return receipt and addressed to the following addresses:

      


      If to
Parent:

      


      Cliff
Rock Resources, Corp.

      Attn:  Michael
Raymont

      2436 –
27th
Street SW

      Calgary,
Alberta, Canada T3E 2G3


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

      


      Facsimile:
)303) 629-3450

      


      If to the
Company:

      Virtual
Medical Centre, Limited

      L1, 414
Scarborough Beach Road

      Osborne
Park

      WA 6017,
Australia

      Facsimile:
+61-8-93880611

      


      If to the
Shareholders’ Representative:

      


      Mr. Wayne
Hughes

      L1, 414 Scarborough Beach Road

      Osborne Park

      WA 6017, Australia

      Facsimile: +61-8-93880611

       

      If to the
Escrow Agent:

      


      Gersten
Savage LLP

      Attn:  Arthur
S. Marcus, Esq.

      600
Lexington Ave., 9th
Floor

      New York,
NY 10022

      Facsimile:  (212)
980-5192

      


      (g)          Counterparts. This
Agreement may be executed in one or more counterparts, all of which shall be
deemed one and the same agreement.

      


      (h)          Amendment. This
Agreement may not be amended or modified except by a written agreement signed by
each of the Parties hereto.

      


      (i)           Governing Law. This
Agreement shall be construed, enforced, and administered in accordance with the
laws of the State of Nevada, without giving effect to any provision thereof that
would compel the application of the substantive laws of any other
jurisdiction.

      


      (j)           Construction; Defined
Terms. This Agreement shall be interpreted neutrally and no construction
against the drafter shall be permitted. All defined terms used herein shall have
the meanings herein defined or, if not defined herein, shall have the meanings
ascribed to such terms in the Exchange Agreement.

      


      (k)          Entire Agreement.
This Agreement, together with the Exchange Agreement, constitutes the entire
agreement and understanding among the Parties and supersedes any prior agreement
and understanding relating to the subject matter of this Agreement.

       

      [Signatures
on Following Page]


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, this
Escrow Agreement has been executed by the Parties as of the date first written
above.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        PARENT

                                                      
	
                                                        Cliff
      Rock Resources Corp.

                                                      
	 
      	 
      
	
                                                        By:

                                                      	 
      
	
                                                        Name:
      Michael Raymont

                                                      
	
                                                        Title:
      President and Director

                                                      
	 
      	 
      
	
                                                        COMPANY

                                                      
	
                                                        Virtual
      Medical Centre, Limited

                                                      
	 
      	 
      
	
                                                        By:

                                                      	 
      
	
                                                        Name:
      Wayne Hughes

                                                      
	
                                                        Title:
      Managing Director

                                                      
	 
      	 
      
	
                                                        ESCROW
      AGENT

                                                      
	
                                                        Gersten
      Savage LLP

                                                      
	 
      	 
      
	
                                                        By:

                                                      	 
      
	
                                                        Name:
      Arthur S. Marcus, Esq.

                                                      
	
                                                        Title:
      Partner

                                                      
	 
      	 
      
	
                                                        SHAREHOLDERS’
      REPRESENTATIVE

                                                      
	
                                                        Wayne
      Hughes

                                                      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                        SHAREHOLDERS

                                                      
	
                                                        Wayne
      Hughes

                                                      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                        Andrew
      Dean

                                                      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                        Tom
      Maher

                                                      
	 
      	 
      
	 
      	 
      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      Schedule
A

      


      SHAREHOLDERS

      


      
        
          
            
              
                	
                        Name

                      	 
      	
                        Number of Exchange Shares

                      	 
      	
                        Number of Escrow Shares

                      
	 
      	 
      	 
      	 
      	 
      
	
                        Wayne Hughes

                      	 
      	
                        13,262,282

                      	 
      	
                        9,000,000

                      
	
                        Thomas Maher

                      	 
      	
                        3,250,028

                      	 
      	
                        1,000,000

                      
	
                        Andrew Dean

                      	
                          

                      	
                        16,339,774

                      	
                          

                      	
                        10,000,000

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        12