Escrow Agreement


    Exhibit
      10.1

    

      PROCEEDS
        ESCROW AGREEMENT

      


      THIS
        PROCEEDS ESCROW AGREEMENT (the "Agreement") is made and entered into this
        18th
        day of July, 2007, by and between AFTERMARKET ENTERPRISES, INC., a Nevada
        corporation (the "Company"), and ESCROW SPECIALISTS, Salt Lake City, Utah
        (the
        "Escrow Agent").

      


      Premises

      


      The
        Company proposes to offer for sale to the general public in certain states
        up to
        1,000,000 shares of common stock, par value $0.001, at an offering price
        of
        $0.25 per share (the "Shares"), pursuant to the registration provisions of
        the
        Securities Act of 1933, as amended, and pursuant to a registration statement
        on
        Form SB-2 (the "Registration Statement"), SEC File No. 333-141676, on file
        with
        the Securities and Exchange Commission (the "Commission"). The Company will
        offer the Shares for sale through its officers and directors on a "best efforts,
        all or none" basis in accordance with the terms of the prospectus (the
        "Prospectus") included in the Registration Statement. In accordance with
        the
        terms of the Prospectus, the Company desires to provide for the escrow of
        the
        minimum subscription payments for Shares until the amount, as set forth below,
        has been received.

      


      Agreement

      


      NOW,
        THEREFORE, the parties hereto agree as follows:

      


      1.
        Until
        termination of this Agreement, all funds collected by the Company from
        subscriptions for the purchase of Shares in the subject offering shall be
        deposited promptly with the trust department of the Escrow Agent, in a separate
        bank account for the Company, but in any event no longer than noon of the
        next
        business day following receipt.

      


      2.
        Concurrently with transmitting funds to the trust department of the Escrow
        Agent, the Company shall also deliver to the Escrow Agent a schedule setting
        forth the name and address of each subscriber whose funds are included in
        such
        transmittal, the number of Shares subscribed for, and the dollar amount paid.
        All funds so deposited shall remain the property of the subscriber and shall
        not
        be subject to any lien or charges by Escrow Agent, or judgments or creditors'
        claims against the Company until released to it in the manner hereinafter
        provided.

      


      3.
        If at
        any time prior to the expiration of the minimum offering period, as specified
        in
        paragraph 4, $75,000 has been deposited pursuant to this Agreement, the Escrow
        Agent shall promptly confirm the receipt of such funds to the Company and
        on
        written request of the Company, promptly transmit the balance to the Company
        (such event is hereinafter referred to as the "Closing"). Thereafter, the
        Escrow
        Agent shall continue to accept deposits from the Company and transmit without
        further request or instruction the balance to the Company until the offering
        is
        terminated.

      


      4.
        If
        within 120 days after the effective date of the Registration Statement, the
        Company has not deposited $75,000 in good funds with the Escrow Agent, the
        Escrow Agent shall so notify the Company and shall promptly transmit to those
        investors who subscribed for the purchase of the Shares the amount of money
        each
        such investor so paid. The Escrow Agent shall furnish to the Company an
        accounting for the refund in full to all subscribers.

      


      5.
        If at
        any time prior to the termination of the escrow the Escrow Agent is advised
        by
        the Commission that a stop order has been issued with respect to the
        Registration Statement, the Escrow Agent shall, 20 days after the date of
        any
        such stop order, return all funds to the respective subscribers unless it
        receives written notice within such 20-day period that the stop order has
        been
        lifted.

      


      6.
        It is
        understood and agreed that the duties of the Escrow Agent are entirely
        ministerial, being limited to receiving monies from the Company and holding
        and
        disbursing such monies in accordance with this Agreement. The Escrow Agent
        shall
        have no obligation to invest the offering proceeds.

      


      7.
        The
        Escrow Agent acts hereunder as a depository only, and is not responsible
        or
        liable in any manner whatsoever for the sufficiency, correctness, genuineness,
        or validity of any instrument deposited with it, or with respect to the form
        or
        execution of the same, or the identity, authority or rights of any person
        executing or depositing the same.


      
        
           

        

        
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      8.
        The
        Escrow Agent shall not take any action pursuant to additional escrow
        instructions not included herein unless such instructions are in writing
        and
        have been signed by the Company.

      


      9.
        The
        Escrow Agent shall not be required to take or be bound by notice of any default
        of any person or to take such default involving any expense or liability,
        unless
        notice in writing is given to an officer of the Escrow Agent of such default
        by
        the undersigned or any of them, and unless it is indemnified in a manner
        satisfactory to it against any expense or liability arising
        therefrom.

      


      10.
        The
        Escrow Agent shall not be liable for acting on any notice, request, waiver,
        consent, receipt, or other paper or document believed by the Escrow Agent
        to be
        genuine and to have been signed by the proper party or parties.

      


      11.
        The
        Escrow Agent shall not be liable for any error of judgment or for any act
        done
        or step taken or omitted by it in good faith, or for any mistake of fact
        or law,
        or for anything which it may do or refrain from doing in connection herewith,
        except its own willful misconduct.

      


      12.
        The
        Escrow Agent shall not be answerable for the default or misconduct of any
        agent,
        attorney, or employee appointed by it if such agent attorney or employee
        shall
        have been selected with reasonable care.

      


      13.
        The
        Escrow Agent may consult with legal counsel in the event of any dispute or
        question as to the consideration of the foregoing instructions or the Escrow
        Agent's duties hereunder, and the Escrow Agent shall incur no liability and
        shall be fully protected in acting in accordance with the opinion and
        instructions of such counsel.

      


      14.
        In
        the event of any disagreement between the Company and the Escrow Agent and/or
        any other person, resulting in adverse claims and/or demands being made in
        connection with or for any papers, money, or property involved herein or
        affected hereby, the Escrow Agent shall be entitled at its option to refuse
        to
        comply with any such claim, or demand so long as such disagreement shall
        continue and, in so refusing, the Escrow Agent shall not be or become liable
        to
        the undersigned or any of them or to any person named in the foregoing
        instructions for the failure or refusal to comply with such conflicting or
        adverse demands, and the Escrow Agent shall be entitled to continue to so
        refrain and refuse to so act until (a) the rights of adverse claimants have
        been
        fully adjudicated in a court assuming and having jurisdiction of the parties
        and
        the securities, monies, papers, and property involved herein or affected
        hereby;
        and/or (b) all differences shall have been adjusted by agreement and the
        Escrow
        Agent shall have been notified in writing signed by all of the interested
        parties.

      


      15.
        The
        Escrow Agent reserves the right to resign hereunder, upon ten (10) days prior
        written notice to the Company. In the event of said resignation, and prior
        to
        the effective date thereof, the Company, by written notice to the Escrow
        Agent,
        shall designate a successor escrow agent to assume the responsibilities of
        the
        Escrow Agent under this Agreement, and the Escrow Agent immediately shall
        deliver any undisbursed offering proceeds to such successor escrow agent.
        If the
        Company shall fail to designate such a successor escrow agent within such
        time
        period, the Escrow Agent may deliver any undisbursed offering proceeds into
        the
        registry of any court having jurisdiction.

      


      16.
        The
        consideration for its agreement to act as the Escrow Agent is $ 100.00, the
        receipt of which is hereby acknowledged for the first 25 checks received
        and
        $1.00 for each check after 25. In addition, if $75,000 is not received in
        escrow
        within the escrow period and the Escrow agent is required to return funds
        to
        investors as provided in section 4, the Escrow Agent shall receive a fee
        of
        $5.00 per check for such services. The fee agreed on for services rendered
        hereunder is intended as full compensation for the Escrow Agent's services
        as
        contemplated by this Agreement; however, in the event that the conditions
        of
        this Agreement are not fulfilled, the Escrow Agent renders any material service
        not contemplated by this Agreement, there is any assignment of interest in
        the
        subject matter of this Agreement, there is any material modification hereof,
        any
        material controversy arising hereunder, or the Escrow Agent is made a party
        to
        or justifiably intervenes in any litigation pertaining to this Agreement
        or the
        subject matter hereof, the Escrow Agent shall be reasonably compensated for
        such
        extraordinary expenses, including reasonable attorneys' fees, occasioned
        by any
        delay, controversy, litigation, or event. Any additional compensation to
        the
        Escrow Agent arising as a result of litigation pertaining to this Agreement
        and
        any other additional compensation to the Escrow Agent shall be paid by the
        Company.

      


      17.
        This
        Agreement shall be binding upon, and shall inure to the benefit of, the parties
        hereto and their respective successors and assigns, including any successor
        to
        the Escrow Agent in the event of its liquidation; provided, however, that
        no
        party may assign this Agreement or any interest herein without the prior
        written
        consent of the other parties.


      
        
           

        

        
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      18.
        This
        Agreement shall be governed by and interpreted in accordance with the laws
        of
        the State of Utah and the laws of the United States applicable to the State
        of
        Utah.

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        by
        their respective duly authorized officers, as of the date first above
        written.

      


      


      Aftermarket
        Enterprises, Inc.

      a
        Nevada
        Corporation

      


      


      


      


      Adam
        Anthony

      President

      


      


      


      I,
        Dennis
        Simpson, a duly authorized officer of the Escrow Agent, hereby acknowledge
        receipt of this Agreement and agree to act as Escrow Agent in accordance
        with
        said Agreement and on the terms and conditions above set forth this ______
        day
        of _______________, 2007.

      


      ESCROW
        SPECIALISTS

      


      


      


      Dennis
        Simpson

      Duly
        Authorized Officer