Exhibit 10.1


ESCROW
AGREEMENT


This Escrow Agreement
(this “Agreement”), is made and entered into as of April 5, 2012, by and among Stubbs, Alderton &
Markiles LLP, as escrow agent (the “Escrow Agent”), Phototron Holdings, Inc., a Delaware corporation
(“PHI”), Sterling C. Scott (the “SGT Representative”), and W-Net Fund I, L.P.,
a Delaware limited partnership (the “Investor Representative”).


Recitals


WHEREAS, pursuant
to the Agreement and Plan of Merger (the “Merger Agreement”) for the acquisition of SG Technologies Corp, a
Nevada corporation (“SGT”), by PHI, dated as of March 21, 2012, by and among PHI, SGT, SGT Merger Corporation,
a Nevada corporation and wholly-owned subsidiary of PHI, the SGT Representative and the Investor Representative, PHI issued the
SGT Stockholders certain Merger Consideration including the Escrow Shares (capitalized terms used herein and not defined herein
shall have the meanings given such terms in the Merger Agreement);


WHEREAS, pursuant
to Section 2.11 of the Merger Agreement, the parties to the Merger Agreement agreed that PHI will deliver the Escrow Shares to
the Escrow Agent upon the terms of this Agreement to be held in escrow pursuant to Section 2.11 of the Merger Agreement;


WHEREAS, the Escrow
Shares escrowed for each of the SGT Stockholders are identified on Schedule A to this Agreement; and


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


AGREEMENT


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


1.              
Appointment of Escrow Agent. PHI, the SGT Representative and the Investor Representative each appoint the Escrow
Agent to act as the escrow agent for the Escrow Shares. The Escrow Agent agrees to act as escrow agent and perform the functions
set forth in this Agreement subject to all of its terms.


2.              
Deposit in Escrow. PHI is hereby delivering the Escrow Shares to the Escrow Agent, and the Escrow Shares are herewith
deposited with the Escrow Agent, to be held and administered as provided herein.


3.              
Distribution of Escrow Shares.


3.1           
Distribution to the SGT Stockholders. In the event that, during the Vesting Period, the Surviving Corporation (a)
(i) recognizes at least $3,250,000 in Net Sales and (ii) recognizes at least $950,000 in Gross Profits (in each case as determined
in accordance with Section 2.11.3 of the Merger Agreement), then the SGT Representative and the Investor Representative shall deliver
written instructions (the “Vested Instructions”) to the Escrow Agent instructing the Escrow Agent to
deliver to each of the SGT Stockholders such SGT Stockholder’s Escrow Shares. Upon receipt of the Vested Instructions, the
Escrow Agent shall distribute to each of the SGT Stockholders, as soon as practicable, such SGT Stockholder’s Escrow Shares
at the address listed under such SGT Stockholder’s name on Schedule A to this Agreement.


3.2           
Distribution to PHI. In the event that, during the Vesting Period, the Surviving Corporation (a) (i) recognizes less
than $3,250,000 in Net Sales and/or (ii) recognizes less than $950,000 in Gross Profits (in each case as determined in accordance
with Section 2.11.3 of the Merger Agreement), then the SGT Representative and the Investor Representative shall deliver written
instructions (the “Unvested Instructions”) to the Escrow Agent instructing the Escrow Agent to deliver
all of the Escrow Shares to PHI. Upon receipt of the Unvested Instructions, the Escrow Agent shall distribute to PHI, as soon as
practicable, all of the Escrow Shares at the address listed for PHI in Section 10.3 hereof.


4.              
Liability Of Escrow Agent. In performing any duties under this Agreement the Escrow Agent shall not be liable to
PHI, the SGT Stockholders, the SGT Representative, the Investor Representative or any other person for damages, losses, or expenses,
except for gross negligence or willful misconduct on the part of the Escrow Agent or its employees. The Escrow Agent shall not
incur any such liability for (a) any act or failure to act or for any act omitted in good faith, or (b) any action taken or omitted
in reliance upon any instrument, including, without limitation, the Vested Instructions and the Unvested Instructions, and any
written statement or affidavit (including, without limitation, a facsimile or an e-mail) that the Escrow Agent shall in good faith
believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining
the scope of any representative authority.


5.    
Fees and Expenses. It is understood that the Escrow Agent is also acting as counsel to PHI, and will be paid fees
and usual charges agreed upon for services as counsel, but that the Escrow Agent shall not receive additional compensation for
services as Escrow Agent pursuant to the terms of this Agreement. However, in the event that the conditions of this Agreement are
not properly fulfilled by a person other than the Escrow Agent or if PHI, the SGT Representative or the Investor Representative
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 this Agreement or its subject matter, PHI shall compensate the Escrow Agent for such extraordinary
services and reimburse the Escrow Agent for all costs, attorneys’ fees and expenses occasioned by such default, delay, controversy
or litigation and the Escrow Agent shall have the right to retain all documents or other things of value at any time held by the
Escrow Agent pursuant to this Agreement until such compensation, fees, costs and expenses are paid. PHI agrees to pay these sums
upon demand.


6.    
Controversies. If any controversy arises among the parties hereto, or with any other person, concerning the subject
matter of this Agreement, or its terms or conditions, the Escrow Agent shall not determine the controversy or be required to take
any action regarding such controversy. In such event, in accordance with the provisions of Sections 4 and 7 hereof,
the Escrow Agent shall not be liable for interest or damages, except in the case of gross negligence or willful misconduct on the
part of the Escrow Agent or its employees. Furthermore, the Escrow Agent may at its option file an action of interpleader requiring
the parties to any such controversy to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized
to deposit with the clerk of the court all of the Escrow Shares. Upon initiating such action, the Escrow Agent shall be fully released
and discharged of and from all obligation and liability imposed by the terms of this Agreement.


7.    
Indemnification of Escrow Agent. PHI and its successors and assigns agree to indemnify and hold the Escrow Agent
harmless against any and all losses, claims, damages, liabilities, and expenses, including costs of investigation, counsel fees
and distribution amounts that may be imposed on the Escrow Agent or incurred by the Escrow Agent in connection with the performance
of its duties under this Agreement, including, but not limited to, any litigation arising from this Agreement or involving its
subject matter, except for those incurred by virtue of the Escrow Agent’s or its employees’ gross negligence or willful
misconduct.


8.    
Termination. This Agreement shall terminate upon the distribution of all of the Escrow Shares held by the
Escrow Agent pursuant to the terms of Section 3 hereof, without any notices to any person, unless earlier terminated pursuant
to the terms hereof. Sections 4, 5, 6 and 7 hereof shall survive expiration or any earlier termination
of this Agreement.


9.    
Resignation of Escrow Agent. The Escrow Agent may resign at any time upon giving at least ten (10) days’ prior
written notice to PHI, the SGT Representative and the Investor Representative; provided, however, that no such resignation
shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: the parties hereto
shall use their best effort to obtain a successor escrow agent within ten (10) days after receiving such notice. The successor
escrow agent shall execute and deliver an instrument accepting such appointment and confirming its agreement with all of the terms
of this Agreement, and it shall thereafter, without further acts, be vested with all the estates, properties, rights, powers, and
duties of the predecessor escrow agent as if originally named as escrow agent. The Escrow Agent shall thereupon be discharged from
any further duties and liabilities under this Agreement, but shall still be entitled to benefit from the provisions of Sections
4, 5, 6 and 7 hereof.


10. 
Miscellaneous.


10.1        
Governing Laws; Jurisdiction. This Agreement is created by and shall be construed under the applicable laws of the
State of California, without giving effect to its conflicts of laws principles. Any proceeding
seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought against any of the parties
hereto in the courts of the State of California, Los Angeles County, or, if it has or can acquire jurisdiction, in the United States
District Court for the Central District of California, and each party hereto consents to the jurisdiction of such courts (and of
the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.


10.2        
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission
or any other electronic means, such signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such facsimile or electronic signature page were an original thereof.


10.3        
Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing
and shall be deemed given if delivered personally or sent by facsimile, electronic mail, or overnight courier (providing proof
of delivery) to the parties hereto at the following addresses (or at such other address for a party hereto as shall be specified
by like notice):


		If to PHI:	Phototron Holdings, Inc.

717 E. Gardena Blvd.

Gardena, California 90248

Attn: Chief Executive Officer

Fax: (818) 992-0202

E-mail: craig@cuubit.com



		If to SGT Representative:	Sterling C. Scott

723 South Casino Center Blvd.

Las Vegas, Nevada 89101

Fax: (800) 770-9788

Email: sscott@stealthgrow.com



		If to Investor Representative:	W-Net Fund I, L.P.

12400 Ventura Blvd. Suite 327

Studio City, California 91604

Attn: David Weiner

Fax: (818) 474-7589

E-mail: dweiner@w-net.com



		If to Escrow Agent:	Stubbs Alderton & Markiles, LLP

15260 Ventura Boulevard

20th Floor

Sherman Oaks, CA 91403

Attn: Greg Akselrud, Esq.

Fax: (818) 444-6303

E-mail: gakselrud@stubbsalderton.com







10.4        
Acknowledgment. Each of the parties hereto acknowledges that the Escrow Agent is not bound by any other agreements
that may exist among PHI, the SGT Representative and/or the Investor Representative.


10.5        
Authorization for Amendments. This Agreement shall not be amended except pursuant to instructions in writing
signed by all of the parties hereto.


10.6        
Facsimile Copies. A facsimile or electronic copy of any signed document(s), amendment, instruction (including the
Vested Instructions and the Unvested Instructions) or waiver referred to herein shall be sufficient for all purposes throughout
this Agreement.


[Signature page
follows]



     

     

    

IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first written above.


PHI:


Phototron Holdings,
Inc.,

a Delaware corporation


 


 


By: Craig Ellins


Name: Craig Ellins


Title: Chief Executive Officer


 


SGT REPRESENTATIVE:


 


By: /s/ Sterling Scott


 


Sterling C. Scott


 


INVESTOR REPRESENTATIVE:


 


W-net Fund I,
L.P.,

a Delaware limited partnership


 


 


By: /s/ David Weiner


Name: David Weiner


Title: Manager of the General Partner


 


ESCROW AGENT:


 


STUBBS ALDERTON & MARKILES, LLP,


a California limited liability partnership


 


By: /s/ Greg Akselrud

Name: Greg Akselrud

Title: Partner


 


 



     

     

    

SCHEDULE A


SGT STOCKHOLDERS


	SGT Stockholder	Number of Escrow Shares
	Sterling C. Scott
 2315 Georgia Village Way 
 Silver Spring, Maryland 20902	
        691,817

         

	The Lauri S Bilawa Trust

165 Goshawk Ridge Road

Park City, Utah 84098	353,268
	Jordan W. Scott

19826 Victory Blvd.

Woodland Hills, California 91367	471,024
	
        The Scott Family Trust

        3701 Royal Oak Drive

        North Little Rock, Arkansas 72116
	264,951
	Elisabeth M. Wedam

2315 Georgia Village Way

Silver Spring, Maryland 20902	264,951
	
        Joseph Andreae

        6225 Tampa Ave

        Tarzana, California 91335
	250,232
	
        Kyle Tracey

        3553 Elm Drive

        Calabassas, California 91302
	147,195
	
        Vicki Tracey

        10 Ocean Avenue

        Monmouth Beach, New Jersey 07750
	147,195
	
        Justin Manns

        7751 Alabama Ave, Suite 7

        Canoga Park, California 91304
	147,195
	
        Rami Vardi

        22858 Dolorosa St.

        Woodland Hills, California 91307

         
	58,878
	David Zemach

11847 Riverside Drive, Unit 102

Valley Village, California 91607	58,878
	Ben Beaulieu
 22157 Hackney
 West Hills, California 91304	88,317
	
        Jay Wright

        6701 Democracy Boulevard

        Bethesda, Maryland 20817
	
        56,100