Filed by Automated Filing Services Inc. (604) 609-0244 - Cyop Systems International, Inc. - Exhibit 10.9






ESCROW AGREEMENT

          THIS
ESCROW AGREEMENT (this “Agreement”) is made and entered into as of
December 15, 2005 CYOP SYSTEMS INTERNATIONAL, INC., a Nevada corporation
(the “Company”); the Buyer(s) listed on the Securities Purchase
Agreement, dated the date hereof (also referred to as the “Investor(s)”),
and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow
Agent”).

BACKGROUND

          WHEREAS,
the Company and the Investor(s) have entered into a Securities Purchase
Agreement (the “Securities Purchase Agreement”), dated as of the date
hereof, pursuant to which the Company proposes to sell secured convertible
debentures (the “Convertible Debentures”) which shall be convertible into
the Company’s Common Stock, par value $0.00002 per share (the “Common
Stock”), for a total purchase price of up to Two Million Nineteen Thousand
Four Hundred Forty Six Dollars and Fifty Eight Cents ($2,019,446.58) . The
Securities Purchase Agreement provides that the Investor(s) shall deposit the
purchase amount in a segregated escrow account to be held by Escrow Agent in
order to effectuate a disbursement to the Company at a closing to be held as set
forth in the Securities Purchase Agreement (the “Closing”).

          WHEREAS,
the Company intends to sell Convertible Securities (the “Offering”).

          WHEREAS,
Escrow Agent has agreed to accept, hold, and disburse the funds deposited with
it in accordance with the terms of this Agreement.

          WHEREAS,
in order to establish the escrow of funds and to effect the provisions of the
Securities Purchase Agreement, the parties hereto have entered into this
Agreement.

          NOW
THEREFORE, in consideration of the foregoing, it is hereby agreed as
follows:

                    1.
Definitions. The following terms shall have the following meanings
when used herein:

                    a.
“Escrow Funds” shall mean the funds deposited with Escrow Agent pursuant
to this Agreement.

                    b.
“Joint Written Direction” shall mean a written direction executed by the
Investor(s) and the Company directing Escrow Agent to disburse all or a portion
of the Escrow Funds or to take or refrain from taking any action pursuant to
this Agreement.

                    c.
“Escrow Period” shall begin with the commencement of the Offering and
shall terminate upon the earlier to occur of the following dates:

                              (i)
The date upon which Escrow Agent confirms that it has received in the Escrow
Account all of the proceeds of the sale of the Convertible Debentures; 




                              (ii)
The expiration of twenty (20) days from the date of commencement of the Offering
(unless extended by mutual written agreement between the Company and the
Investor(s) with a copy of such extension to Escrow Agent); or

                              (iii)
The date upon which a determination is made by the Company and the Investor(s)
to terminate the Offering prior to the sale of all the Convertible
Debentures.

          During
the Escrow Period, the Company and the Investor(s) are aware that they are not
entitled to any funds received into escrow and no amounts deposited in the
Escrow Account shall become the property of the Company or the Investor(s) or
any other entity, or be subject to the debts of the Company or the Investor(s)
or any other entity.

          2.
Appointment of and Acceptance by Escrow Agent. The
Investor(s) and the Company hereby appoint Escrow Agent to serve as Escrow Agent
hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by
wire transfer of the Escrow Funds in accordance with Section 3 below, agrees to
hold, invest and disburse the Escrow Funds in accordance with this
Agreement.

                    a.
The Company hereby acknowledges that the Escrow Agent is general counsel to the
Investor(s), a partner in the general partner of the Investor(s), and counsel to
the Investor(s) in connection with the transactions contemplated and referred
herein. The Company agrees that in the event of any dispute arising in
connection with this Escrow Agreement or otherwise in connection with any
transaction or agreement contemplated and referred herein, the Escrow Agent
shall be permitted to continue to represent the Investor(s) and the Company will
not seek to disqualify such counsel.

          3.
Creation of Escrow Funds. On or prior to the date of the
commencement of the Offering, the parties shall establish an escrow account with
the Escrow Agent, which escrow account shall be entitled as follows: Cyop
Systems International, Inc./Cornell Capital Partners, LP Escrow Account for the
deposit of the Escrow Funds. The Investor(s) will instruct subscribers to wire
funds to the account of the Escrow Agent as follows:

	Bank: 	Wachovia, N.A. of New Jersey 
	Routing #: 	031201467 
	Account #: 	2000014931134 
	Name on Account: 	David Gonzalez Attorney Trust Account 
	Name on Sub-Account:   	Cyop Systems International,
      Inc./Cornell Capital Partners, LP Escrow Account 



          4.
Deposits into the Escrow Account. The Investor(s) agrees
that they shall promptly deliver funds for the payment of the Convertible
Debentures to Escrow Agent for deposit in the Escrow Account.

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          5.
Disbursements from the Escrow Account.

                    a.
The Escrow Agent will continue to hold such funds until Cornell Capital
Partners, LP on behalf of the Investor(s) and Company execute a Joint Written
Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to
Joint Written Direction signed by the Company and the Investor(s). In disbursing
such funds, Escrow Agent is authorized to rely upon such Joint Written Direction
from the Company and the Investor(s) and may accept any signatory from the
Company listed on the signature page to this Agreement and any signature from
the Investor(s) that the Escrow Agent already has on file.

                    b.
In the event Escrow Agent does not receive the amount of the Escrow Funds from
the Investor(s), Escrow Agent shall notify the Company and the Investor(s). Upon
receipt of payment instructions from the Company, Escrow Agent shall refund to
each subscriber without interest the amount received from each Investor(s),
without deduction, penalty, or expense to the subscriber. The purchase money
returned to each subscriber shall be free and clear of any and all claims of the
Company, the Investor(s) or any of their creditors.

                    c.
In the event Escrow Agent does receive the amount of the Escrow Funds prior to
expiration of the Escrow Period, in no event will the Escrow Funds be released
to the Company until such amount is received by Escrow Agent in collected funds.
For purposes of this Agreement, the term “collected funds” shall mean all funds
received by Escrow Agent which have cleared normal banking channels and are in
the form of cash.

          6.
Collection Procedure. Escrow Agent is hereby authorized to
deposit the proceeds of each wire in the Escrow Account.

          7.
Suspension of Performance: Disbursement Into Court. If at
any time, there shall exist any dispute between the Company and the Investor(s)
with respect to holding or disposition of any portion of the Escrow Funds or any
other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is
unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition
of any portion of the Escrow Funds or Escrow Agent’s proper actions with respect
to its obligations hereunder, or if the parties have not within thirty (30) days
of the furnishing by Escrow Agent of a notice of resignation pursuant to Section
9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following actions:

                    a.
suspend the performance of any of its obligations (including without limitation
any disbursement obligations) under this Escrow Agreement until such dispute or
uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until
a successor Escrow Agent shall be appointed (as the case may be); provided
however, Escrow Agent shall continue to invest the Escrow Funds in accordance
with Section 8 hereof; and/or

                    b.
petition (by means of an interpleader action or any other appropriate method)
any court of competent jurisdiction in any venue convenient to Escrow Agent, for
instructions with respect to such dispute or uncertainty, and to the extent
required by law, pay into such court, for holding and disposition in accordance
with the instructions of such court, all funds held by it in the Escrow Funds,
after deduction and payment to Escrow Agent of all fees 

3




and expenses (including court costs and attorneys’ fees)
payable to, incurred by, or expected to be incurred by Escrow Agent in
connection with performance of its duties and the exercise of its rights
hereunder.

                    c.
Escrow Agent shall have no liability to the Company, the Investor(s), or any
person with respect to any such suspension of performance or disbursement into
court, specifically including any liability or claimed liability that may arise,
or be alleged to have arisen, out of or as a result of any delay in the
disbursement of funds held in the Escrow Funds or any delay in with respect to
any other action required or requested of Escrow Agent.

          8.
Investment of Escrow Funds. Escrow Agent shall deposit the
Escrow Funds in a non-interest bearing account. 

          If
Escrow Agent has not received a Joint Written Direction at any time that an
investment decision must be made, Escrow Agent shall maintain the Escrow Funds,
or such portion thereof, as to which no Joint Written Direction has been
received, in a non-interest bearing account.

          9.
Resignation and Removal of Escrow Agent. Escrow Agent may
resign from the performance of its duties hereunder at any time by giving thirty
(30) days’ prior written notice to the parties or may be removed, with or
without cause, by the parties, acting jointly, by furnishing a Joint Written
Direction to Escrow Agent, at any time by the giving of ten (10) days’ prior
written notice to Escrow Agent as provided herein below. Upon any such notice of
resignation or removal, the representatives of the Investor(s) and the Company
identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall appoint a
successor Escrow Agent hereunder, which shall be a commercial bank, trust
company or other financial institution with a combined capital and surplus in
excess of $10,000,000.00. Upon the acceptance in writing of any appointment of
Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Escrow Agent, and the retiring Escrow
Agent shall be discharged from its duties and obligations under this Escrow
Agreement, but shall not be discharged from any liability for actions taken as
Escrow Agent hereunder prior to such succession. After any retiring Escrow
Agent’s resignation or removal, the provisions of this Escrow Agreement shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent, after making copies of
such records as the retiring Escrow Agent deems advisable and after deduction
and payment to the retiring Escrow Agent of all fees and expenses (including
court costs and attorneys’ fees) payable to, incurred by, or expected to be
incurred by the retiring Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.

          10.
Liability of Escrow Agent.

                    a.
Escrow Agent shall have no liability or obligation with respect to the Escrow
Funds except for Escrow Agent’s willful misconduct or gross negligence. Escrow
Agent’s sole responsibility shall be for the safekeeping, investment, and
disbursement of the Escrow Funds in accordance with the terms of this Agreement.
Escrow Agent shall have no 

4




implied duties or obligations and shall not be charged with
knowledge or notice or any fact or circumstance not specifically set forth
herein. Escrow Agent may rely upon any instrument, not only as to its due
execution, validity and effectiveness, but also as to the truth and accuracy of
any information contained herein, which Escrow Agent shall in good faith believe
to be genuine, to have been signed or presented by the person or parties
purporting to sign the same and conform to the provisions of this Agreement. In
no event shall Escrow Agent be liable for incidental, indirect, special, and
consequential or punitive damages. Escrow Agent shall not be obligated to take
any legal action or commence any proceeding in connection with the Escrow Funds,
any account in which Escrow Funds are deposited, this Agreement or the Purchase
Agreement, or to appear in, prosecute or defend any such legal action or
proceeding. Escrow Agent may consult legal counsel selected by it in any event
of any dispute or question as to construction of any of the provisions hereof or
of any other agreement or its duties hereunder, or relating to any dispute
involving any party hereto, and shall incur no liability and shall be fully
indemnified from any liability whatsoever in acting in accordance with the
opinion or instructions of such counsel. The Company and the Investor(s) jointly
and severally shall promptly pay, upon demand, the reasonable fees and expenses
of any such counsel.

                    b.
Escrow Agent is hereby authorized, in its sole discretion, to comply with orders
issued or process entered by any court with respect to the Escrow Funds, without
determination by Escrow Agent of such court’s jurisdiction in the matter. If any
portion of the Escrow Funds is at any time attached, garnished or levied upon
under any court order, or in case the payment, assignment, transfer, conveyance
or delivery of any such property shall be stayed or enjoined by any court order,
or in any case any order judgment or decree shall be made or entered by any
court affecting such property or any part thereof, then and in any such event,
Escrow Agent is authorized, in its sole discretion, to rely upon and comply with
any such order, writ judgment or decree which it is advised by legal counsel
selected by it, binding upon it, without the need for appeal or other action;
and if Escrow Agent complies with any such order, writ, judgment or decree, it
shall not be liable to any of the parties hereto or to any other person or
entity by reason of such compliance even though such order, writ judgment or
decree may be subsequently reversed, modified, annulled, set aside or
vacated.

          11.
Indemnification of Escrow Agent. From and at all times
after the date of this Agreement, the parties jointly and severally, shall, to
the fullest extent permitted by law and to the extent provided herein, indemnify
and hold harmless Escrow Agent and each director, officer, employee, attorney,
agent and affiliate of Escrow Agent (collectively, the “Indemnified
Parties”) against any and all actions, claims (whether or not valid),
losses, damages, liabilities, costs and expenses of any kind or nature
whatsoever (including without limitation reasonable attorney’s fees, costs and
expenses) incurred by or asserted against any of the Indemnified Parties from
and after the date hereof, whether direct, indirect or consequential, as a
result of or arising from or in any way relating to any claim, demand, suit,
action, or proceeding (including any inquiry or investigation) by any person,
including without limitation the parties to this Agreement, whether threatened
or initiated, asserting a claim for any legal or equitable remedy against any
person under any statute or regulation, including, but not limited to, any
federal or state securities laws, or under any common law or equitable cause or
otherwise, arising from or in connection with the negotiation, preparation,
execution, performance or failure of performance of this Agreement or any
transaction contemplated herein, whether or not any such Indemnified Party is a
party to any such action or proceeding, suit or the target of any such inquiry
or 

5




investigation; provided, however, that no Indemnified Party
shall have the right to be indemnified hereunder for liability finally
determined by a court of competent jurisdiction, subject to no further appeal,
to have resulted from the gross negligence or willful misconduct of such
Indemnified Party. If any such action or claim shall be brought or asserted
against any Indemnified Party, such Indemnified Party shall promptly notify the
Company and the Investor(s) hereunder in writing, and the Investor(s) and the
Company shall assume the defense thereof, including the employment of counsel
and the payment of all expenses. Such Indemnified Party shall, in its sole
discretion, have the right to employ separate counsel (who may be selected by
such Indemnified Party in its sole discretion) in any such action and to
participate and to participate in the defense thereof, and the fees and expenses
of such counsel shall be paid by such Indemnified Party, except that the
Investor(s) and/or the Company shall be required to pay such fees and expense if
(a) the Investor(s) or the Company agree to pay such fees and expenses, or (b)
the Investor(s) and/or the Company shall fail to assume the defense of such
action or proceeding or shall fail, in the sole discretion of such Indemnified
Party, to employ counsel reasonably satisfactory to the Indemnified Party in any
such action or proceeding, (c) the Investor(s) and the Company are the plaintiff
in any such action or proceeding or (d) the named or potential parties to any
such action or proceeding (including any potentially impleaded parties) include
both the Indemnified Party, the Company and/or the Investor(s) and the
Indemnified Party shall have been advised by counsel that there may be one or
more legal defenses available to it which are different from or additional to
those available to the Company or the Investor(s). The Investor(s) and the
Company shall be jointly and severally liable to pay fees and expenses of
counsel pursuant to the preceding sentence, except that any obligation to pay
under clause (a) shall apply only to the party so agreeing. All such fees and
expenses payable by the Company and/or the Investor(s) pursuant to the foregoing
sentence shall be paid from time to time as incurred, both in advance of and
after the final disposition of such action or claim. The obligations of the
parties under this section shall survive any termination of this Agreement, and
resignation or removal of the Escrow Agent shall be independent of any
obligation of Escrow Agent.

          The
parties agree that neither payment by the Company or the Investor(s) of any
claim by Escrow Agent for indemnification hereunder shall impair, limit, modify,
or affect, as between the Investor(s) and the Company, the respective rights and
obligations of Investor(s), on the one hand, and the Company, on the other
hand.

          12.
Expenses of Escrow Agent. Except as set forth in Section 11
the Company shall reimburse Escrow Agent for all of its reasonable out-of-pocket
expenses, including attorneys’ fees, travel expenses, telephone and facsimile
transmission costs, postage (including express mail and overnight delivery
charges), copying charges and the like. All of the compensation and
reimbursement obligations set forth in this Section shall be payable by the
Company, upon demand by Escrow Agent. The obligations of the Company under this
Section shall survive any termination of this Agreement and the resignation or
removal of Escrow Agent.

          13.
Warranties.

                    a.
The Investor(s) makes the following representations and warranties to Escrow
Agent:

6




                              (i)
The Investor(s) has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.

                              (ii)
This Agreement has been duly approved by all necessary action of the
Investor(s), including any necessary approval of the limited partner of the
Investor(s) or necessary corporate approval, as applicable, has been executed by
duly authorized officers of the Investor(s), enforceable in accordance with its
terms.

                              (iii)
The execution, delivery, and performance of the Investor(s) of this Agreement
will not violate, conflict with, or cause a default under any agreement of
limited partnership of Investor(s) or the articles of incorporation or bylaws of
the Investor(s) (as applicable), any applicable law or regulation, any court
order or administrative ruling or degree to which the Investor(s) is a party or
any of its property is subject, or any agreement, contract, indenture, or other
binding arrangement.

                              (iv)
Mark Angelo has been duly appointed to act as the representative of the
Investor(s) hereunder and has full power and authority to execute, deliver, and
perform this Escrow Agreement, to execute and deliver any Joint Written
Direction, to amend, modify, or waive any provision of this Agreement, and to
take any and all other actions as the Investor(s)’s representative under this
Agreement, all without further consent or direction form, or notice to, the
Investor(s) or any other party.

                              (v)
No party other than the parties hereto and the Investor(s)s have, or shall have,
any lien, claim or security interest in the Escrow Funds or any part thereof. No
financing statement under the Uniform Commercial Code is on file in any
jurisdiction claiming a security interest in or describing (whether specifically
or generally) the Escrow Funds or any part thereof.

                              (vi)
All of the representations and warranties of the Investor(s) contained herein
are true and complete as of the date hereof and will be true and complete at the
time of any disbursement from the Escrow Funds.

                    b.
The Company makes the following representations and warranties to the Escrow
Agent:

                              (i)
The Company is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Nevada and has full power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder.

                              (ii)
This Agreement has been duly approved by all necessary corporate action of the
Company, including any necessary shareholder approval, has been executed by duly
authorized officers of the Company, enforceable in accordance with its
terms.

                              (iii)
The execution, delivery, and performance by the Company of this Agreement is in
accordance with the Securities Purchase Agreement and will not violate, conflict
with, or cause a default under the certificate of incorporation or bylaws of the
Company, any applicable law or regulation, any court order or administrative
ruling or decree to which the Company is a party or any of its property is
subject, or any agreement, contract, indenture, or 

7




other binding arrangement, including without limitation to the
Securities Purchase Agreement, to which the Company is a party.

                              (iv)
Mitch White has been duly appointed to act as the representative of the Company
hereunder and has full power and authority to execute, deliver, and perform this
Agreement, to execute and deliver any Joint Written Direction, to amend, modify
or waive any provision of this Agreement and to take all other actions as the
Company’s Representative under this Agreement, all without further consent or
direction from, or notice to, the Company or any other party.

                              (v)
No party other than the parties hereto and the Investor(s)s have, or shall have,
any lien, claim or security interest in the Escrow Funds or any part thereof. No
financing statement under the Uniform Commercial Code is on file in any
jurisdiction claiming a security interest in or describing (whether specifically
or generally) the Escrow Funds or any part thereof.

                              (vi)
All of the representations and warranties of the Company contained herein are
true and complete as of the date hereof and will be true and complete at the
time of any disbursement from the Escrow Funds.

          14.
Consent to Jurisdiction and Venue. In the event that any
party hereto commences a lawsuit or other proceeding relating to or arising from
this Agreement, the parties hereto agree that the United States District Court
for the District of New Jersey shall have the sole and exclusive jurisdiction
over any such proceeding. If all such courts lack federal subject matter
jurisdiction, the parties agree that the Superior Court Division of New Jersey,
Chancery Division of Hudson County shall have sole and exclusive jurisdiction.
Any of these courts shall be proper venue for any such lawsuit or judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the jurisdiction of any of the courts
specified herein and agree to accept the service of process to vest personal
jurisdiction over them in any of these courts.

          15.
Notice. All notices and other communications hereunder
shall be in writing and shall be deemed to have been validly served, given or
delivered five (5) days after deposit in the United States mails, by certified
mail with return receipt requested and postage prepaid, when delivered
personally, one (1) day delivered to any overnight courier, or when transmitted
by facsimile transmission and upon confirmation of receipt and addressed to the
party to be notified as follows:

	If to Investor(s), to: 	Cornell Capital Partners, LP 
	  	101 Hudson Street – Suite 3700 
	  	Jersey City, NJ 07302 
	  	Attention: 	Mark Angelo 
	  	  	Portfolio Manager 
	  	Telephone: 	(201) 985-8300 
	  	Facsimile: 	(201) 985-8266 


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	If to Escrow Agent, to: 	Troy Rillo David Gonzalez, Esq. 
	  	101 Hudson Street – Suite 3700 
	  	Jersey City, NJ 07302 
	  	Telephone: 	(201) 985-8300 
	  	Facsimile: 	(201) 985-8266 
	  	  	  
	If to the Company, to: 	Cyop Systems International, Inc. 
	  	1090 Homer Street – Suite 390 
	  	Vancouver, British Columbia V6B2W9 
	  	Attention: 	Mitch White 
	  	Telephone: 	(604) 685-0696 
	  	Facsimile: 	(604) 637-8201 
	  	  	  
	With a copy to: 	Richardson Patel, LLP 
	  	10900 Wilshire Boulevard, Suite 500 
	  	Los Angeles, CA 90024 
	  	Attention: 	Peter Hogan, Esq. 
	  	Telephone: 	(310) 208-1182 
	  	Facsimile: 	(310) 208-1154 


Or to such other address as each party may designate for itself
by like notice.

          16.
Amendments or Waiver. This Agreement may be changed,
waived, discharged or terminated only by a writing signed by the parties hereto.
No delay or omission by any party in exercising any right with respect hereto
shall operate as waiver. A waiver on any one occasion shall not be construed as
a bar to, or waiver of, any right or remedy on any future occasion.

          17.
Severability. To the extent any provision of this Agreement
is prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition, or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

          18.
Governing Law. This Agreement shall be construed and
interpreted in accordance with the internal laws of the State of New Jersey
without giving effect to the conflict of laws principles thereof.

          19.
Entire Agreement. This Agreement constitutes the entire
Agreement between the parties relating to the holding, investment, and
disbursement of the Escrow Funds and sets forth in their entirety the
obligations and duties of the Escrow Agent with respect to the Escrow Funds.

          20.
Binding Effect. All of the terms of this Agreement, as
amended from time to time, shall be binding upon, inure to the benefit of and be
enforceable by the respective heirs, successors and assigns of the Investor(s),
the Company, or the Escrow Agent.

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          21.
Execution of Counterparts. This Agreement and any Joint
Written Direction may be executed in counter parts, which when so executed shall
constitute one and same agreement or direction.

          22.
Termination. Upon the first to occur of the disbursement of
all amounts in the Escrow Funds pursuant to Joint Written Directions or the
disbursement of all amounts in the Escrow Funds into court pursuant to Section 7
hereof, this Agreement shall terminate and Escrow Agent shall have no further
obligation or liability whatsoever with respect to this Agreement or the Escrow
Funds.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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          IN
WITNESS WHEREOF the parties have hereunto set their hands and seals the day
and year above set forth.

	 	CYOP SYSTEMS
      INTERNATIONAL, INC.  
	 	    
	 	By:
      ________________________________________  
	 	Name Mitch White 
	 	Title: President 
	 	    
	 	    
	 	    
	 	CORNELL
      CAPITAL PARTNERS, LP  
	 	    
	 	By: Yorkville Advisors,
      LLC 
	 	Its: General Partner
  
	 	    
	 	By:
      ________________________________________  
	 	Name: Mark Angelo 
	 	Title: Portfolio Manager 
	 	    
	 	    
	 	    
	 	    
	 	By:
      ________________________________________  
	 	Name: David Gonzalez, Esq.
  


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