ESCROW
AGREEMENT

    


    THIS
ESCROW AGREEMENT (this “Agreement”) is made
as of September 22, 2010, by and among The Cougar Group (the “Sales Agent”), Global
Investors Services, Inc. (the “Company”) and the Law
Offices of Stephen M. Fleming PLLC, with an address at 49 Front Street, Suite
206, Rockville Centre, NY 11570 (the “Escrow
Agent”).

    


    WITNESSETH:

    


    WHEREAS,
the Company and the Sales Agent entered into the Sales Agency Agreement dated
September 22, 2010 (“SA Agreement”)
whereby the Company agreed to retain the services of the Sales Agent and the
Sales Agent obtained the exclusive right to sell the Company’s product line by
the terms and within the territories specified by the SA Agreement;
and

    


    WHEREAS,
the Company and Sales Agent have requested that the Escrow Agent hold the stock
certificates (the “Certificates”)
representing an aggregate of 120,000,000 shares of the Company in escrow upon
the terms set forth herein (the “Shares”);

    


    NOW,
THEREFORE, in consideration of the covenants and mutual promises contained
herein and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged and intending to be legally bound
hereby, the parties agree as follows:

    


    ARTICLE
I

    


    TERMS OF
THE ESCROW

    


    1.1          The
parties hereby agree to establish an escrow account with the Escrow Agent
whereby the Escrow Agent shall hold the Certificates.

    


    1.2          The
Company shall deliver a Release Notice, attached hereto as Exhibit A, directing
the Escrow Agent to release the number of Shares represented by the Certificates
it shall release to the Sales Agent or return such Certificates to the Company
for cancellation based on the agreed upon terms of the SA
Agreement.  The Release Notice shall be signed in writing by the Chief
Executive Officer of the Company and delivered to the Escrow Agent by
facsimile.

    


    ARTICLE
II

    


    MISCELLANEOUS

    


    2.1          No
waiver or any breach of any covenant or provision herein contained shall be
deemed a waiver of any preceding or succeeding breach thereof or of any other
covenant or provision herein contained.  No extension of time for
performance of any obligation or act shall be deemed an extension of the time
for performance of any other obligation or act.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    2.2           Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto (and on the first page in the case of the
Escrow Agent) prior to 5:30 p.m. (Eastern Time) on a Business Day, (b) the
next Business Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto (or the first page of this agreement in the
case of the Escrow Agent) on a day that is not a Business Day or later than 5:30
p.m. (Eastern Time) on any business Day, (c) the 2nd
business Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service, or (d) upon actual receipt by the party to
whom such notice is required to be given.  As used herein, “Business
Day” shall mean any day other than Saturday, Sunday or other day on which
commercial banks in the City of New York are authorized or required by law to
remain closed. The address for such notices and communications shall be as set
forth above in the case of the Escrow Agent and on the signature pages attached
hereto, in the case of the Sales Agent and the Company, until changed by notice
given in accordance with this Section.

    


    2.3           This
Escrow Agreement shall be binding upon and shall inure to the benefit of the
permitted successors and permitted assigns of the parties hereto.

    


    2.4           This
Escrow Agreement is the final expression of, and contains the entire agreement
between, the parties with respect to the subject matter hereof and supersedes
all prior understandings with respect thereto.  This Escrow Agreement
may not be modified, changed, supplemented or terminated, nor may any
obligations hereunder be waived, except by written instrument signed by the
parties to be charged or by its agent duly authorized in writing or as otherwise
expressly permitted herein.

    


    2.5           Whenever
required by the context of this Escrow Agreement, the singular shall include the
plural and masculine shall include the feminine.  This Escrow
Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if all parties had prepared the same.  Unless
otherwise indicated, all references to Articles are to this Escrow
Agreement.

    


    2.6           The
parties hereto expressly agree that this Escrow Agreement shall be governed by,
interpreted under and construed and enforced in accordance with the laws of the
State of New York.  Any action to enforce, arising out of, or relating
in any way to, any provisions of this Escrow Agreement shall only be brought in
a state or Federal court sitting in New York City.

    


    2.7           The
Escrow Agent’s duties hereunder may be altered, amended, modified or revoked
only by a writing signed by the Sales Agent, the Company and the Escrow
Agent.

    


    2.8           The
Escrow Agent shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by the Escrow Agent
to be genuine and to have been signed or presented by the proper party or
parties. The Escrow Agent shall not be personally liable for any act the Escrow
Agent may do or omit to do hereunder as the Escrow Agent while acting in good
faith and in the absence of gross negligence, fraud and willful misconduct, and
any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow
Agent’s attorneys-at-law shall be conclusive evidence of such good faith, in the
absence of gross negligence, fraud and willful misconduct.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    2.9           The
Escrow Agent is hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law and is hereby expressly
authorized to comply with and obey orders, judgments or decrees of any
court.  In case the Escrow Agent obeys or complies with any such
order, judgment or decree, the Escrow Agent shall not be liable to any of the
parties hereto or to any other person, firm or corporation by reason of such
decree being subsequently reversed, modified, annulled, set aside, vacated or
found to have been entered without jurisdiction.

    


    2.10           The
Escrow Agent shall not be liable in any respect on account of the identity,
authorization or rights of the parties executing or delivering or purporting to
execute or deliver any documents or papers deposited or called for thereunder in
the absence of gross negligence, fraud and willful misconduct.

    


    2.11           The
Escrow Agent shall be entitled to employ such legal counsel and other experts as
the Escrow Agent may deem necessary properly to advise the Escrow Agent in
connection with the Escrow Agent’s duties hereunder, may rely upon the advice of
such counsel, and may pay such counsel reasonable compensation; provided that
the costs of such compensation shall be borne by the Escrow Agent.

    


    2.12           The
Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the
Escrow Agent shall resign by giving written notice to the Company and the Sales
Agent.  In the event of any such resignation, the Sales Agent and the
Company shall appoint a successor Escrow Agent and the Escrow Agent shall
deliver to such successor Escrow Agent any escrow funds held by the Escrow
Agent.

    


    2.13           If
the Escrow Agent reasonably requires other or further instruments in connection
with this Escrow Agreement or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.

    


    2.14           It
is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the documents (if any) or
the escrow funds held by the Escrow Agent hereunder, the Escrow Agent is
authorized and directed in the Escrow Agent’s sole discretion (1) to retain in
the Escrow Agent’s possession without liability to anyone all or any part of
said documents or the escrow funds until such disputes shall have been settled
either by mutual written agreement of the parties concerned by a final order,
decree or judgment or a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected, but the Escrow Agent shall
be under no duty whatsoever to institute or defend any such proceedings or (2)
to deliver the escrow funds and any other property and documents held by the
Escrow Agent hereunder to a state or Federal court having competent subject
matter jurisdiction and located in the City of New York in accordance with the
applicable procedure therefore.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    2.15           The
Sales Agent and the Company agree jointly and severally to indemnify and hold
harmless the Escrow Agent and its partners, employees, agents and
representatives from any and all claims, liabilities, costs or expenses in any
way arising from or relating to the duties or performance of the Escrow Agent
hereunder or the transactions contemplated hereby or by the Purchase Agreement
other than any such claim, liability, cost or expense to the extent the same
shall have been determined by final, unappealable judgment of a court of
competent jurisdiction to have resulted from the gross negligence, fraud or
willful misconduct of the Escrow Agent.

    


    2.16           The
Escrow Agent shall be permitted to act as counsel for one or more parties hereto
in any transaction and/or dispute including any dispute between any of the
parties, whether or not the Escrow Agent is then holding the escrow funds held
by the Escrow Agent hereunder.

    


    ************************


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


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

     

    SALES
AGENT:

     

    
      
        
          
            	
                    THE
      COUGAR GROUP

                  
	 
      
	
                    By:/s/
      David C. Fender

                  
	
                         Name:  David
      C. Fender

                  
	
                         Title:    Chief
      Executive Officer

                  
	 
      
	
                    COMPANY:

                  
	 
      
	
                    GLOBAL
      INVESTORS SERVICES, INC.

                  
	 
      
	
                    By:
      /s/Nicholas
      Maturo                 9/23/10

                  
	
                         Name:  Nicholas
      Maturo

                  
	
                         Title:    Chief
      Executive Officer

                  
	 
      
	
                    ESCROW
      AGENT:

                  
	 
      
	
                    LAW
      OFFICES OF STEPHEN M. FLEMING PLLC

                  
	 
      
	
                    By:/s/
      Stephen M.
      Fleming       9/23/10

                  
	
                         Name:  Stephen
      M. Fleming

                  
	
                         Title:    Escrow
      Agent

                  


          

        

      

    

    


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    EXHIBIT
A

    RELEASE
NOTICE

     

    The
UNDERSIGNED, pursuant to the Escrow Agreement, dated as of September __, 2010,
among the undersigned and the Law Offices of Stephen M. Fleming PLLC, as Escrow
Agent (the “Escrow
Agreement”; capitalized terms used herein and not defined shall have the
meaning ascribed to such terms in the Escrow Agreement), hereby notifies the
Escrow Agent that each of the Closing Conditions have been satisfied or
waived.

     

    The
undersigned Company hereby authorizes and directs the Escrow Agent to release
(or return to the Company) the Certificates as follows:

     

    
      
        
          
            
              
                
                  
                    
                      	
                              No.
      of Shares

                            	 	
                              Certificate
      No.

                            	 	
                              Delivery
      Instructions

                            
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


                    

                  

                

              

            

          

        

      

    

    


    IN
WITNESS WHEREOF, the undersigned have caused this Release Notice to be duly
executed and delivered as of this XXth day of September,
2010.

    


    
      
        
          	 
      	
                  GLOBAL
      INVESTORS SERVICES, INC.

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:
      Nicholas Maturo

                
	 
      	 
      	
                  Title:   Chief
      Executive Officer