Exhibit 10.2


 


ESCROW AGREEMENT


 


This Escrow
Agreement (the “Agreement”) is entered into as of March 11, 2008 by and
among Hamilton Acquisition, Inc., a Delaware corporation (“Buyer”),
Stratum Holdings, Inc., a Nevada corporation (“Seller”), and U.S. Bank National
Association, a national banking association (the “Escrow Agent”).


 


BACKGROUND


 


A.            Pursuant to a
Securities Purchase Agreement (the “Purchase Agreement”) by and among Buyer,
Seller and CYMRI, L.L.C., a Nevada limited liability company (“CYMRI”) and wholly
owned subsidiary of Seller, Buyer will acquire all of the outstanding capital
stock of Petroleum Engineers, Inc., a Louisiana corporation.


 


B.            In order to partially
secure the indemnification obligations of Seller and CYMRI under the Purchase
Agreement, Buyer has deposited the sum of $1,600,000 from the amounts payable
to Seller under the Purchase Agreement with the Escrow Agent.


 


C.            Buyer and Seller desire
to appoint the Escrow Agent as the escrow agent under this Agreement, and the
Escrow Agent desires to accept such appointment and to hold, invest, reinvest,
administer and distribute the Escrow Funds in accordance with the provisions of
this Agreement.


 


NOW, THEREFORE,
the parties agree as follows:


 


1.             Appointment of the
Escrow Agent.  Buyer and Seller
hereby appoint and designate the Escrow Agent as the escrow agent for the
purposes set forth in this Agreement, and the Escrow Agent hereby accepts such
appointment under the terms and conditions set forth in this Agreement.  Notwithstanding the references in this
Agreement to the Purchase Agreement, Buyer and Seller acknowledge that the
Escrow Agent is not a party to the Purchase Agreement for any purpose or
responsible for its interpretation or enforcement.


 


2.             Receipt of Escrow
Funds.  On the date hereof, the Buyer
shall deposit, or cause to be deposited, with the Escrow Agent, the amount of
$1,600,000 by wire transfer of immediately available funds.  The Escrow Agent acknowledges receipt of such amount and
agrees to hold, invest, reinvest, administer and distribute such amount and all
interest and earnings thereon (the “Escrow Funds”) in accordance with the terms
of this Agreement.  The balance of the
Escrow Funds, which may be reduced from time to time by distributions made to
Buyer or Seller under this Agreement, is referred to as the “Escrow Fund
Balance.”


 


3.             Investment of
Escrow Funds.  The Escrow Fund
Balance, to the fullest extent possible, will promptly be invested and
reinvested as directed in writing by Buyer and Seller.  If Buyer and Seller do not provide the Escrow
Agent with written directions regarding a choice of investments, the Escrow
Agent will invest the Escrow Fund Balance in the interest-bearing 


 

















 


money market account
identified on Exhibit B, which funds may be managed by an affiliate
of the Escrow Agent.  Notwithstanding
anything in the foregoing to the contrary, the Escrow Agent is authorized to
reduce any investments to cash in order to satisfy any claims against the
Escrow Fund Balance to be distributed by the Escrow Agent under this
Agreement.  The Escrow Agent shall have
no responsibility or liability for any loss which may directly result from any
investment or sale of investment made pursuant to this Agreement, except for
any such losses arising from the Escrow Agent’s gross negligence or willful
misconduct.  Buyer and Seller acknowledge
that the Escrow Agent is not providing investment supervision, recommendations,
or advice.


 


4.             Claims
Against and Release of the Escrow Fund Balance.


 


(a)           Claims Notice.  In the event Buyer proposes to make any claim
for indemnification under the Purchase Agreement, Buyer shall deliver written
notice of such claim signed by an authorized officer of Buyer, in substantially
the form of Exhibit C (a “Claims Notice”), to the Escrow Agent and
Seller, which Claims Notice will state that Buyer has claims against Seller for
which Buyer is entitled to indemnification under the Purchase Agreement, and
will specify in reasonable detail the amounts and nature of the claims.


 


(b)           Seller’s Response.  Within 30 days after receipt of the Claims
Notice, Seller will deliver a written response to Buyer and the Escrow Agent,
accepting Buyer’s claims in whole or in part, or rejecting Buyer’s claims.  Unless Seller accepts Buyer’s claims in
whole, Seller’s response will include a reasonably detailed statement of the
reasons for that portion of Buyer’s claims not being accepted by Seller.  If Seller accepts any portion of Buyer’s
claims, the Escrow Agent will promptly distribute to Buyer cash from the Escrow
Fund Balance equal to the amount of the claims accepted by Seller.  If Seller fails to deliver a written response
within such 30 day period, Seller will be deemed to have accepted Buyer’s
claims in whole, and the Escrow Agent will promptly distribute to Buyer cash
from the Escrow Fund Balance equal to the full amount of Buyer’s claims.


 


(c)           Negotiation Period.  If Seller rejects all or any portion of Buyer’s
claims in accordance with Section 4(b), upon Buyer’s receipt of such
rejection, Seller and Buyer will attempt in good faith to settle such claims
within 90 days after the date of the Claims Notice.  If Buyer and Seller agree to a settlement,
Buyer and Seller shall jointly prepare and execute a memorandum evidencing such
settlement and deliver such memorandum to the Escrow Agent.  Upon receipt of such memorandum, the Escrow
Agent will promptly distribute to Buyer cash from the Escrow Fund Balance in
accordance with the terms of such memorandum.


 


(d)           Dispute Resolution.  If Buyer and Seller fail to settle all of Buyer’s
claims within 90 days after the date of the Claims Notice, then either Buyer or
Seller may commence an action in federal or state court, or Buyer and Seller
may agree to binding arbitration, to resolve any such remaining claims.  Upon receipt of a final non-appealable
judgment of such court or an award, order or judgment issued pursuant to such
arbitration in favor of Buyer, the Escrow Agent will promptly distribute to
Buyer cash from the Escrow Fund Balance in accordance with the terms of such
judgment, award or order.


 


2

















 


5.             Scheduled
Release of Escrow Fund Balance.


 


(a)           Promptly following the
24 month anniversary of the date of this Agreement (the “Release Date”), the
Escrow Agent will distribute the Escrow Fund Balance to the Seller; provided
that if there are any outstanding claims under a Claims Notice as of the
Release Date, then the Escrow Agent will retain an Escrow Fund Balance equal to
all such unsatisfied claims and the Escrow Agent will distribute only the
remaining balance to the Seller on the Release Date.  Upon the resolution of any outstanding claim
in favor of Seller after the Release Date in accordance with Sections 4(c) and
4(d), the Escrow Agent shall promptly distribute to Seller the amounts
associated with such claim.  This
Agreement will remain in effect until all outstanding claims have been resolved
in accordance with the procedures set forth in this Agreement.


 


(b)           The parties agree that
all earnings in any tax year on the Escrow Funds will be reported as allocated
to Buyer until the distribution of the Escrow Funds (or portion thereof) is
determined in accordance with this Agreement and thereafter to Buyer and Seller
in accordance with their respective interests in the Escrow Funds, consistent
with Proposed Treasury Regulation Section 1.468B-8(e).  To offset Buyer’s tax liability related to
such allocation, prior to the distribution of all or any portion of the Escrow
Fund Balance to Seller, the Escrow Agent will distribute to Buyer cash from the
Escrow Fund Balance in the amount equal to 40% of the aggregate amount of net
taxable income of the Escrow Funds allocated to Buyer.


 


6.             Provisions
Concerning the Escrow Agent.


 


(a)           Compensation.  The fees of the Escrow Agent and the
reasonable expenses and disbursements incurred by the Escrow Agent under this
Agreement as set forth on Exhibit A will be paid by Seller.  In the event that the Escrow Agent is
authorized to make distributions to any party to this Agreement pursuant to and
in accordance with the terms of this Agreement, and expenses and disbursements
are due and payable to the Escrow Agent pursuant to the terms of this Agreement
by the party receiving such disbursement, the Escrow Agent is authorized to
offset such amounts due and payable to it against such disbursement to that
party.


 


(b)           Resignation.  The Escrow Agent (and any successor
escrow agent) may resign from its duties under this Agreement at any time by
delivering the Escrow Fund Balance to any successor escrow agent jointly
designated by Buyer and Seller, or if such parties cannot agree on a successor
within 30 days after the Escrow Agent has given Buyer and Seller notice of its
resignation, to any court of competent jurisdiction, whereupon the Escrow Agent
will be discharged of and from any and all further obligations arising in
connection with this Agreement.  The
resignation of the Escrow Agent will take effect on the earlier of (i) the
appointment of a successor escrow agent (including by a court of competent
jurisdiction) or (ii) the day that is 30 days after the date of delivery
of its written notice of resignation to Buyer and Seller.  If at that time the Escrow Agent has not
received a designation of a successor escrow agent, the Escrow Agent’s sole
responsibility after that time will be to retain and safeguard the Escrow Fund
Balance until its receipt of a designation of a successor escrow agent, a joint
written disposition instruction by Buyer and Seller, or a final non-appealable
order of a court of competent jurisdiction. 
The parties agree that any successor escrow agent (other than a court of
competent 


 


3

















 


jurisdiction) will be a
banking corporation or trust company having capital and surplus in excess of
$100,000,000, and organized under the laws of the United States or of a State
of the United States.


 


(c)           Limitation on Liability.  The duties of the Escrow Agent are only those
specifically set forth in this Agreement, and the Escrow Agent will incur no
liability whatsoever for acting as the escrow agent under this Agreement except
for its own willful misconduct or gross negligence.  The Escrow Agent will have no responsibility
with respect to the Escrow Fund Balance other than to faithfully follow the
instructions set forth in this Agreement. 
The Escrow Agent may consult with counsel and will be fully protected in
any action taken in good faith in accordance with the advice of counsel.  THE ESCROW AGENT SHALL NOT BE LIABLE,
DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES ARISING
OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR EXPENSES
WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM THE ESCROW
AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT
LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF
ACTION.


 


(d)           Controversies.  If any controversy exists between or among
any of the parties to this Agreement or with any third person with respect to
the Escrow Fund Balance or the subject matter of this Agreement, the Escrow
Agent will not be required to take any action with respect thereto, but is
authorized to retain the Escrow Fund Balance until the Escrow Agent (i) receives
a final non-appealable order of a court of competent jurisdiction or a final
non appealable arbitration decision directing delivery of the Escrow Fund Balance,
(ii) receives a written agreement executed by each of the parties involved
in such disagreement or dispute directing delivery of the Escrow Fund Balance,
in which event the Escrow Agent shall be authorized to disburse the Escrow Fund
Balance in accordance with such final court order, arbitration decision, or
agreement, or (iii) files an interpleader action in any court of competent
jurisdiction, and upon the filing thereof and the deposit of the Escrow Fund
Balance with the court of competent jurisdiction, the Escrow Agent shall be
relieved of all liability as to the Escrow Fund Balance and shall be entitled
to recover attorneys’ fees, expenses and other costs incurred in commencing and
maintaining any such interpleader action. 
The Escrow Agent shall be entitled to act on any such agreement, court
order, or final arbitration decision without further question, inquiry, or
consent.  The Escrow Agent will have no responsibility for
the genuineness or validity of any document or other item deposited with it and
will be fully protected in acting in accordance with any written instructions
given to it by the parties to this Agreement and believed by the Escrow Agent
to have been signed by the proper officers or other representatives of the
parties.  The Escrow Agent will not be
required to institute any legal action or to defend any legal proceedings which
may be instituted against it in respect of the subject matter of this
Agreement.


 


(e)           Discharge of Escrow
Agent.  Buyer and Seller may, by mutual agreement at
any time, remove the Escrow Agent as escrow agent under this Agreement and
substitute a 


 


4

















 


different escrow
agent.  Upon receipt of written notice
thereof and payment of any accrued but unpaid fees due under this Agreement,
the Escrow Agent will account for and deliver to such substitute escrow agent
the Escrow Fund Balance and all other amounts held by it under this Agreement,
and the Escrow Agent will be discharged from all liability under or in relation
to this Agreement.


 


(f)            Indemnification.  Seller and Buyer, jointly and severally, will
indemnify, defend and hold harmless the Escrow Agent from and against any
liability or demand which the Escrow Agent incurs in the exercise or
performance of its powers and duties under this Agreement except those
resulting from the Escrow Agent’s gross negligence or willful misconduct.  The cost of any indemnification
arising under this Section will be paid one-half by Buyer and one-half by
Seller.


 


(g)           Tax Matters.  The
Escrow Agent does not have any interest in the funds in the Escrow Fund Balance
and its possession of the Escrow Fund Balance is incident to its duties as the
Escrow Agent under this Agreement.  Any
payments of income from the Escrow Fund Balance will be subject to withholding
regulations then in force with respect to United States taxes.  The parties will provide the Escrow Agent
with appropriate Internal Revenue Service Forms W-9 for tax identification
number certification, or nonresident alien certifications.


 


(h)           No Financial
Obligation.  No provision of this
Agreement shall require the Escrow Agent to risk or advance its own funds or
otherwise incur any financial liability or potential financial liability in the
performance of its duties or the exercise of its rights hereunder.


 


7.             Miscellaneous.


 


(a)           Governing Law; Jurisdiction.  This Agreement will be governed by and
construed in accordance with the laws of the State of Delaware, without giving
effect to any choice of law or conflict provision or rule (whether of such
State or any other jurisdiction) that would cause the laws of any other
jurisdiction to be applied.


 


(b)           Notices.  All notices required or permitted to be given
under this Agreement will be in writing and will be deemed given (i) when
delivered in person, (ii) three business days after being deposited in the
United States mail, postage prepaid, registered or certified mail addressed as
set forth below, (iii) on the next business day after being deposited with
a nationally recognized overnight courier service addressed as set forth below
or (iv) upon dispatch if sent by facsimile with telephonic confirmation of
receipt from the intended recipient to the facsimile number set forth below (or
to such other respective addresses as may be designated by notice given in
accordance with the provisions of this Section, except that any notice of
change of address will not be deemed given until actually received by the party
to whom directed):


 


5

















 


If to Seller:


 


Stratum Holdings, Inc.


Attention:  Chairman/CEO


Three Riverway, Suite 1500


Houston, Texas 77056


Tel. No.:   713-479-7000


Fax No.:  713-973-6271


 


with a copy to:


 


Haynes and Boone, LLP


Attention:  Bryce Linsenmayer


1221 McKinney Street, Suite 2100


Houston, Texas 77010


Tel. No.:   713-547-2007


Fax No.:  713-236-5540


 


If to Buyer:


 


Hamilton Acquisition, Inc.


Attention:  Chief Executive
Officer


2040 North Loop West, Suite 390


Houston, Texas 77018


Tel. No.:  713-956-0956


Fax No.:  713-956-0365


 


and


 


ShoreView Industries


Attention:  Jeffrey A. Mudge


222 South Ninth Street, Suite 3230


Minneapolis, MN 55402


Tel. No.:  612-436-4283


Fax No.:  612-436-0576


 


with a copy to:


 


Lindquist & Vennum
P.L.L.P.


Attention:  Dennis M. O’Malley
and John D. Wambold


4200 IDS Center


80 South 8th Street


Minneapolis, MN 55402


Tel. No.:  612-371-3947


Fax No.:  612-371-3207


 


6

















 


If to the Escrow
Agent:


 


U.S. Bank National Association


Attention:  Georgette Kleinbaum


EP-MN-WS3C


60 Livingston Avenue


St. Paul, Minnesota 55107


Tel. No.:  651-495-3922


Fax No.:  651-495-8096


 


with a copy to Buyer and Seller.


 


(c)           Entire Agreement.  This Agreement supersedes all prior
agreements between the parties with respect to the subject matter of this Agreement.  This Agreement constitutes a complete and
exclusive statement of the terms of the agreement between the parties with
respect to its subject matter.


 


(d)           Amendments and
Waivers.  This Agreement may not be
amended, modified, altered or supplemented except by a written agreement
executed by the party to be bound thereby. 
No failure or delay by any party to exercise any right or remedy under
this Agreement will constitute as a waiver of such right or remedy.


 


(e)           Severability of
Invalid Provision.  If any provision
of this Agreement is held invalid or unenforceable by any court of competent
jurisdiction, the other provisions of this Agreement will remain in full force
and effect.  Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.


 


(f)            Successors and
Assigns.  This Agreement is
enforceable by, and inures to the benefit of, the parties to this Agreement and
their respective successors and assigns. 
Neither this Agreement nor any right, interest or obligation under this
Agreement may be assigned by any party to this Agreement without the prior
written consent of the other parties hereto and any attempt to do so will be
void; provided, however, that Buyer may assign any or all of its
rights and interests hereunder (i) to one or more of its affiliates, (ii) for
collateral security purposes to any lender providing financing to Buyer or its
affiliates and any such lender may exercise all of the rights and remedies of
Buyer hereunder, and (iii) to any subsequent purchaser of Buyer or any
material portion of its assets (whether such sale is structured as a sale of
stock or membership interests, a sale of assets, a merger or otherwise).


 


(g)           Rules of
Construction.  Section headings
contained in this Agreement are inserted only as a matter of convenience and in
no way define, limit, extend or describe the scope of this Agreement or the
intent of any of the provisions of this Agreement.  This Agreement has been negotiated on behalf
of the parties with the advice of legal counsel and no general rule of
contract construction requiring an agreement to be more stringently construed
against the drafter or proponent of any particular provision may be applied in
the construction or interpretation of 


 


7

















 


this Agreement.  Unless otherwise expressly provided, the word
“including” does not limit the preceding words or terms.


 


(h)           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.  The exchange
of copies of this Agreement and of signature pages by facsimile
transmission or e-mail of a PDF file will constitute effective execution and
delivery of this Agreement as to the parties and may be used in lieu of the
original Agreement for all purposes. 
Signatures of the parties transmitted by facsimile or e-mail of a PDF
file will be deemed to be their original signatures for all purposes.  Any party delivering an executed counterpart
of this Agreement by facsimile or e-mail of a PDF file also will deliver an
original executed counterpart of this Agreement but the failure to deliver an
original executed counterpart will not affect the validity, enforceability, and
binding effect of this Agreement.


 


(i)            Cumulative Remedies.  The powers, rights, privileges and remedies provided
in this Agreement are cumulative and not exclusive or alternative and are in
addition to any and all other powers, rights, privileges and remedies granted
by law, rule, regulation or instrument. 
Nothing in this Agreement will limit Seller’s indemnity obligations to
Buyer under the Purchase Agreement to the amount of the Escrow Fund Balance and
Seller will continue to be obligated to indemnify Buyer as provided in the
Purchase Agreements irrespective of the expiration or termination of this
Agreement.


 


(j)            Further Assurances.  Each of the parties will execute and deliver
such additional instruments and other documents and will take such further
actions as may be necessary or appropriate to effectuate, carry out and comply
with all of the terms of this Agreement.


 


(k)           Merger or
Consolidation.  Any corporation or
association into which the Escrow Agent may be converted or merged, or with
which it may be consolidated, or to which it may sell or transfer all or
substantially all of its corporate trust business and assets as a whole or
substantially as a whole, or any corporation or association resulting from any
such conversion, sale, merger, consolidation or transfer to which the Escrow
Agent is a party, shall be and become the successor escrow agent under this
Agreement and shall have and succeed to the rights, powers, duties, immunities
and privileges as its predecessor, without the execution or filing of any
instrument or paper or the performance of any further act.


 


(l)            Attachment of
Escrow Fund Balance; Compliance with Legal Orders.  In the event that any Escrow Fund Balance
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
Escrow Fund Balance, the Escrow Agent is hereby expressly authorized, in its
sole discretion, to respond as it deems appropriate or to comply with all
writs, orders or decrees so entered or issued, or which it is advised by legal
counsel of its own choosing is binding upon it, whether with or without
jurisdiction.  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 or to any other person, firm or corporation, 


 


8

















 


should, by reason of such
compliance notwithstanding, such writ, order or decree be subsequently
reversed, modified, annulled, set aside or vacated.


 


(m)          Patriot Act.  To help the government fight the funding of
terrorism and money laundering activities, federal law requires all financial
institutions to obtain, verify and record information that identifies each
person who opens an account.  For a non-individual
person such as a business entity, a charity, a trust or other legal entity the
Escrow Agent requires documentation to verify such entity’s formation and
existence as a legal entity.  The Escrow
Agent may also ask to see financial statements, licenses, identification and
authorization documents from individuals claiming authority to represent the
entity or other relevant documentation.


 


(n)           Security Advice
Waiver.  The parties acknowledge that
regulations of the Comptroller of the Currency grant parties the right to
receive brokerage confirmations of security transactions as they occur.  The parties specifically waive such
notification to the extent permitted by law and acknowledge that parties will
receive periodic cash transaction statements, which will detail all investment
transactions.


 


* * * * *


 


9

















 


IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the day and year first above written.


 


	
  THE ESCROW AGENT:

  	
  SELLER:

  
	
   

  	
   

  
	
  U.S. BANK NATIONAL ASSOCIATION

  	
  STRATUM HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Georgette Kleinbaum

  	
   

  	
  By:

  	
   

  	
  /s/ D. Hughes
  Watler, Jr.

  
	
  Its:

  	
   

  	
  Assistant Vice President

  	
   

  	
  Its:

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUYER:

  
	
   

  	
   

  
	
   

  	
  HAMILTON ACQUISITION,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Charles R. Brown II

  
	
   

  	
  Its:

  	
   

  	
  Chief Executive Officer

  
									



 


[Signature Page to Escrow
Agreement]


 
















 


EXHIBIT A


 


FEES AND
EXPENSES


 


	
  I.

  	
  Acceptance Fee:

  	
  $750

  
	
   

  	
   

  	
   

  
	
   

  	
  The acceptance
  fee includes the administrative review of documents, initial set-up of the
  account, and other reasonably required services up to and including the
  closing. This is a flat one-time fee, payable at closing.

  
	
   

  	
   

  	
   

  
	
  II.

  	
  Annual Administration Fee:

  	
  $0

  
	
   

  	
   

  	
   

  
	
   

  	
  Annual
  administration fee for performance of the routine duties of the Depositary
  associated with the management of the account. Administration fees are
  payable in advance.

  
	
   

  	
   

  	
   

  
	
  III.

  	
  Out-of-Pocket Expenses:

  	
  At Cost

  
	
   

  	
   

  	
   

  
	
   

  	
  Reimbursement of expenses associated with
  the performance of our duties, including but not limited to fees and expenses
  of legal counsel, accountants and other agents, tax preparation, reporting
  and filing, publications, and filing fees.

  
	
   

  	
   

  	
   

  
	
  IV.

  	
  Extraordinary Expenses:

  	
  At Cost

  
	
   

  	
   

  	
   

  
	
   

  	
  Extraordinary services are duties or responsibilities of an unusual
  nature, including termination, but not provided for in the governing
  documents or otherwise set forth in this schedule. A reasonable charge will
  be assessed based on the nature of the service and the responsibility
  involved. At our option, these charges will be billed at a flat fee or our
  hourly rate then in effect.

  



 


IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT


 


To help the government fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to
obtain, verify and record information that identifies each person who opens an
account.


 


For a non-individual person such as a business entity, a charity, a
Trust or other legal entity we will ask for documentation to verify its
formation and existence as a legal entity. We may also ask to see financial
statements, licenses, identification and authorization documents from
individuals claiming authority to represent the entity or other relevant
documentation.


 

















 


EXHIBIT B


 


U.S. BANK NATIONAL ASSOCIATION


MONEY MARKET ACCOUNT


DESCRIPTION AND TERMS


 


U.S. Bank MMkt Acct – ImoneyNet, Cusip 9AMMF05i7, DDAWAC


 


The U.S. Bank Money Market account is a U.S. Bank National Association
(“U.S. Bank”) interest-bearing money market deposit account designed to meet
the needs of U.S. Bank’s Corporate Trust Services Escrow Group and other
Corporate Trust customers of U.S. Bank.  
Selection of this investment includes authorization to place funds on
deposit with U.S. Bank.


 


U.S. Bank uses the daily balance method to calculate interest on this
account (actual/365 or 366).  This method
applies a daily periodic rate to the principal balance in the account each
day.  Interest is accrued daily and
credited monthly to the account. 
Interest rates are determined at U.S. Bank’s discretion, and may be
tiered by customer deposit amount.


 


The owner of the account is U.S. Bank as Agent for its trust customers.  U.S. Bank’s trust department performs all
account deposits and withdrawals. The deposit account is insured by the Federal
Deposit Insurance Corporation up to $100,000.


 


AUTOMATIC AUTHORIZATION


 


In the absence of specific written direction to the contrary, U.S. Bank
is hereby directed to invest and reinvest proceeds and other available moneys
in the U.S. Bank Money Market Account.


 

















 


EXHIBIT C


 


FORM OF CLAIMS NOTICE


 


                        
      , 200    


 


U.S. Bank National
Association


Attention:  Georgette Kleinbaum


EP-MN-WS3C


60 Livingston
Avenue


St. Paul,
Minnesota 55107


Fax No.:  651-495-8096


 


Stratum Holdings, Inc.


Attention:  Chairman/CEO


Three Riverway, Suite 1500


Houston, Texas 77056


Fax No.:  713-973-6271


 


Ladies and Gentlemen:


 


Reference is hereby made to the Escrow
Agreement, dated as of March 11, 2008 (the “Escrow Agreement”), by and
among Hamilton Acquisition, Inc., a Delaware corporation (“Buyer”),
Stratum Holdings, Inc., a Nevada corporation (“Seller”), and U.S. Bank
National Association, a national banking association (the “Escrow Agent”).  Capitalized terms used but not defined herein
have the meanings given to them in the Escrow Agreement.


 


Pursuant to Section 4(a) of the
Escrow Agreement, this Claims Notice will serve as instructions to the Escrow
Agent to deliver $[                          ]
of the Escrow Fund Balance to the Buyer for [(i) specify
the portion of Escrow Fund Balance, which amount shall take into account any
applicable limitations set forth in the Securities Purchase Agreement, and (ii) describe
in reasonable detail the matter or matters entitling Buyer to such portion of
the Escrow Fund Balance and the aggregate dollar amount of the claims
(including the amount by which the amounts claimed hereunder exceed the limitations
set forth in the Purchase Agreement)] via wire transfer as follows:


 


[specify the Buyer wire
transfer instructions].


 


Unless the Escrow Agent and Buyer receive a
written notice from Seller rejecting Buyer’s claims in whole or in part within
30 days following the receipt of this Claims Notice, such amount must be
delivered to Buyer as promptly as possible after the expiration of such 30-day
period.


 

















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Hamilton Acquisition, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: