Unassociated Document


    EXHIBIT
      4.5

    


    ESCROW
      AGREEMENT

     

    This
      Escrow Agreement
      is
      entered into as of June 30, 2005, by and among Century
      Park Pictures Corp.,
      a
      Minnesota corporation (“Parent”);
      IsoRay Medical, Inc.,
      a
      Delaware corporation (referred to herein interchangeably as the “Company”
      and the
“Escrow
      Agent”);
      and
Thomas
      Scallen,
      an
      individual (the “Stockholder”).

     

    Recitals

     

    A.   Parent,
      Century Park Transitory Subsidiary, Inc., a Delaware corporation and wholly
      owned subsidiary of Parent (the “Merger
      Sub”),
      the Company, the Stockholder and
      Anthony
      Silverman
      have entered into an Agreement and Plan of Merger dated as of May 27, 2005
      (the
“Merger
      Agreement”)
      pursuant to which the Company will be merged with and into Merger Sub whereby
      the Company will cease to exist, and Merger Sub will be the surviving
      corporation (the “Merger”).

     

    B.   The
      Merger Agreement provides that an escrow account will be established as
      collateral for certain possible indemnification obligations to the Company
      and
      its officers, directors and affiliates (the “Indemnitiees”)
      by the Stockholder that may arise under the Merger Agreement. 

     

    C.   This
      Agreement will become effective automatically upon the closing of the
      Merger.

     

    D.   The
      parties hereto desire to establish the terms and conditions pursuant to which
      such escrow account will be established and maintained.

     

    Agreement

     

    Now,
      Therefore,
      the
      parties hereby agree as follows:

     

    1.  Defined
      Terms. Capitalized
      terms used in this Agreement and not otherwise defined shall have the meanings
      given them in the Merger Agreement.

     

    2.  Escrow
      Account.

     

    (a)  Escrow
      of Parent Shares.
      On the
      Effective Date, Stockholder shall deliver to the Escrow Agent 50,000 shares
      (post 30:1 reverse stock split) of Parent common stock (the “Escrow
      Shares”).
      The
      Escrow Shares will be represented by a certificate or certificates issued in
      the
      name of the Escrow Agent or its nominee. The Escrow Shares shall be held as
      a
      trust fund and shall not be subject to any lien, attachment, trustee process
      or
      any other judicial process of any creditor of any party hereto. The Escrow
      Agent
      agrees to accept delivery of the Escrow Shares and to hold the Escrow Shares
      (as
      well as any dividends or other amounts paid on such account pursuant to Section
      2(b)) in an escrow account (the “Escrow
      Account”)
      subject
      to the terms and conditions of this Agreement. Upon delivery, the Escrow Agent
      will issue a written receipt for the Escrow Shares to the
      Stockholder.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    (b)  Dividends,
      Etc. Any
      securities distributable in respect of or in exchange for any of the Escrow
      Shares, whether by way of stock dividend, stock splits or otherwise, shall
      be
      delivered to the Escrow Agent, who shall hold such securities in the Escrow
      Account. Such securities shall be issued in the name of the Escrow Agent or
      its
      nominee and shall be considered Escrow Shares for all purposes hereof. Any
      cash
      dividend or property (other than securities) distributable to the Stockholder
      in
      respect of the Escrow Shares shall be delivered to the Stockholder, and shall
      not become part of the Escrow Account.

     

    (c)  Voting
      of Shares. On
      any
      matter brought before the Stockholders of Parent for a vote, the Escrow Agent
      shall deliver to the Stockholder a notice of such vote promptly upon receiving
      a
      proxy or other materials regarding such vote and the Stockholder shall deliver
      notice to the Escrow Agent (the “Voting
      Notice”)
      setting
      forth the manner in which the Escrow Agent shall vote the Escrow Shares. The
      Stockholder shall deliver such Voting Notice to the Escrow Agent at least five
      business days prior to the date of the taking of any vote of the stockholders
      of
      Parent (the “Voting
      Notice Date”).
      The
      Escrow Agent shall have no obligation to vote any of the Escrow Shares if no
      Voting Notice is received prior to the Voting Notice Date or if such notice
      does
      not clearly set forth the manner in which the Escrow Agent shall vote the Escrow
      Shares.

     

    (d)  Transferability.
      The
      interest of the Stockholder in the Escrow Account shall not be assignable or
      transferable by the Stockholder. The interest of Parent in the Escrow Account
      shall be assignable or transferable by Parent in connection with a merger,
      sale
      of substantially all of its assets or other business combination involving
      Parent.

     

    (e)  Escrow
      Agent’s Power to Transfer.
      The
      Escrow Agent is hereby granted the power to effect any transfer of all or a
      part
      of the Escrow Account permitted under the terms of this Agreement.

     

    3.  Administration
      of Escrow Account.
      The
      Escrow Agent shall administer the Escrow Account as follows:

     

    (a)  Delivery
      of Claim Notice.
      If any
      Indemnitee has incurred or suffered any Damages for which it is or may be
      entitled to indemnification under the Merger Agreement, the Parent shall, on
      behalf of such Indemnitee and on or prior to the Termination Date (as defined
      below), give written notice of such claim (a “Claim
      Notice”)
      to the
      Stockholder and the Escrow Agent. Each Claim Notice shall state the basis for
      such claim and the amount of Damages incurred or suffered by such Indemnitee
      (the “Claimed Amount”)
      and
      delivery instructions for the Claimed Amount. No Indemnitee shall make any
      claim
      for Damages after 11:59 p.m. (Washington Time) on the date that is three years
      after the Closing Date (such date being referred to herein as the “Termination
      Date”).

     

    (b)  Response
      Notice. Within
      15
      business days of the date a Claim Notice was sent to the Stockholder and the
      Escrow Agent (the “Response
      Date”),
      the
      Stockholder shall provide to Parent and to the Escrow Agent a written response
      (the “Response
      Notice”)
      in
      which the Stockholder shall: (i) agree that the full Claimed Amount may be
      released from the Escrow Account to the Indemnitee, (ii) agree that part, but
      not all of the Claimed Amount (the “Agreed
      Amount”)
      may be
      released from the Escrow Account to the Indemnitee or (iii) contest that any
      of
      the Claimed Amount may be released from the Escrow Account to the Indemnitee.
      The Stockholder may contest the release of all or a portion of a Claimed Amount
      only based upon a good faith belief that all or such portion of the Claimed
      Amount does not constitute Damages for which the Indemnitee is entitled to
      indemnification under the Merger Agreement. If no Response Notice is delivered
      by the Stockholder to the Escrow Agent by the Response Date, the Stockholder
      shall be deemed to have agreed that the entire Claimed Amount may be released
      to
      the Indemnitee from the Escrow Account. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    (c)  Uncontested
      Claim.
      If the
      Stockholder in the Response Notice agrees or is deemed to have agreed that
      the
      Claimed Amount may be released from the Escrow Account to the Indemnitee, the
      Escrow Agent shall, no later than five business days after receipt of the
      Response Notice, transfer, deliver, and assign to such Indemnitee the Claimed
      Amount (or such lesser amount as is then held in the Escrow
      Account).

     

    (d)  Partially
      Contested Claims.
      If the
      Stockholder in the Response Notice agrees that part, but not all, of the Claimed
      Amount may be released from the Escrow Account to such Indemnitee, the Escrow
      Agent shall, no later than five business days after receipt of the Response
      Notice, transfer, deliver, and assign to such Indemnitee the Agreed Amount
      (or
      such lesser amount as is then held in the Escrow Account).

     

    (e)  Contested
      Claims.
      If the
      Stockholder in the Response Notice contests the release of all or part of the
      Claimed Amount (the “Contested
      Amount”),
      the
      matter shall be settled by binding arbitration held in Phoenix, Arizona. All
      claims shall be settled by three arbitrators in accordance with the Commercial
      Arbitration Rules then in effect of the American Arbitration Association (the
      “Rules”).
      The
      Stockholder and Parent shall each designate one arbitrator within 10 business
      days of the delivery of the Response Notice contesting the Claimed Amount.
      Such
      designated arbitrators shall mutually agree upon and shall designate a third
      arbitrator within 10 business days of the last to be appointed of such
      arbitrators; provided
      however,
      that (i)
      in the event the two designated arbitrators fail to reach agreement with respect
      to the designation of the third arbitrator within such 10 business day period,
      the third arbitrator shall be appointed in accordance with the Rules and (ii)
      if
      either the Stockholder or Parent fail to timely designate an arbitrator, the
      dispute shall be resolved by the one arbitrator timely designated. There shall
      be limited discovery prior to the arbitration hearing, subject to the discretion
      of the arbitrators, as follows: (a) exchange of witness lists and copies of
      documentary evidence and documents related to or arising out of the issues
      to be
      arbitrated, (b) depositions of all party witnesses, and (c) such other
      depositions as may be allowed by the arbitrators upon a showing of good cause.
      Depositions shall be conducted in accordance with the Federal Rules of Civil
      Procedure. Each party shall pay its own costs and expenses (including counsel
      fees) of any such arbitration. The Stockholder and Parent shall pay the fees
      and
      expenses of their respectively designated arbitrators and shall bear equally
      the
      fees and expenses of the third arbitrator. The arbitrators shall decide the
      matter to be arbitrated pursuant hereto within 45 business days after the
      appointment of the last arbitrator. The arbitrators’ decision shall relate
      solely to whether Parent is entitled to receive the Contested Amount (or a
      portion thereof) pursuant to the applicable terms of the Merger Agreement and
      this Agreement. The final decision of the majority of the arbitrators shall
      be
      furnished to the Stockholder, Parent and the Escrow Agent in writing and shall
      constitute a conclusive determination of the issue in question, binding upon
      the
      Stockholder, the Company, Parent and the Escrow Agent and shall not be contested
      by any of them. Such decision may be used in a court of law only for the purpose
      of seeking enforcement of the arbitrators’ award. After delivery of a Response
      Notice that the Claimed Amount is contested by the Stockholder, the Escrow
      Agent
      shall retain in the Escrow Account that portion of the Escrow Account having
      a
      value equal to one hundred percent (100%) of the Contested Amount by such number
      of Escrow Shares (with the Fair Market Value of any Escrow Shares calculated
      according to Section 6) (up to the amount then available in the Escrow Account),
      notwithstanding the occurrence of the Termination Date, until (i) delivery
      of a
      copy of a settlement agreement executed by Parent and the Stockholder setting
      forth instructions to the Escrow Agent as to release of any amounts from the
      Escrow Account, if any, that shall be made with respect to the Contested Amount,
      or (ii) delivery of a copy of the final award of the majority of the arbitrators
      setting forth instructions to the Escrow Agent as to the release of any amounts
      from the Escrow Account, if any, that shall be made with respect to the
      Contested Amount. The Escrow Agent shall thereupon release the amount, if any,
      from the Escrow Account (or such lesser amount as is then held in the Escrow
      Account) in accordance with such agreement or instructions. Each of the
      Stockholder and Parent shall use commercially reasonable efforts to fully and
      finally resolve all disputes governed by the procedures set forth in this
      Section 3(e) as expeditiously as possible. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    4.  Satisfaction
      of Claims. Claims
      will be satisfied, by delivery of such number of Escrow Shares having a Fair
      Market Value equal to the amount to be released from escrow. The Escrow Agent
      shall have no responsibility to perform any calculations anticipated by this
      Section 4, but will in all circumstances be directed in writing executed by
      both
      parties as to the number of Escrow Shares that are to be disbursed.

     

    5.  Release
      of Escrow Shares

     

    (a)  Within
      5
      business days after the Termination Date, Parent shall deposit with the Escrow
      Agent a certificate in the name of the Stockholder representing the number
      of
      (pursuant to Section 5(c)) shares of Parent Common Stock to which such
      stockholder is then entitled and the Escrow Agent shall, pursuant to written
      instructions provided to it by Parent and the Stockholder, distribute to the
      Stockholder, such certificates representing the Escrow Shares, if any, then
      held
      in escrow. Notwithstanding the foregoing, if any Indemnitee shall have asserted
      a claim for indemnification prior to the Termination Date and such claim has
      not
      yet been resolved, the Escrow Agent shall retain in the Escrow Account after
      the
      Termination Date that portion of the Escrow Account having a value equal to
      one
      hundred percent (100%) of the Claimed Amount or Contested Amount, as the case
      may be, by such number of Escrow Shares (with the Fair Market Value of any
      Escrow Shares calculated according to Section 6), which has not then been
      resolved, upon the terms set forth in Section 2.

     

    (b)  Any
      distribution of all or a portion of the Escrow Shares, if any, to the
      Stockholder, shall be made by mailing a stock certificate in the name of the
      Stockholder to the address of the Stockholder provided in Section 10 (or
      such
      other address as may be provided in writing to the Escrow Agent and Parent
      by
      the Stockholder). 

     

    (c)  No
      fractional Escrow Shares shall be distributed to the Stockholder pursuant to
      this Agreement. In lieu of any fractional shares to which such Stockholder
      would
      otherwise be entitled, such Stockholder shall be paid in cash an amount equal
      to
      the dollar amount (rounded to the nearest whole cent) determined by multiplying
      the Fair Market Value by the fraction of a share of Parent Common Stock that
      would otherwise be deliverable to such Stockholder hereunder. As soon as
      practicable after the Termination Date, Parent shall deposit cash in the Escrow
      Account in a sufficient amount to pay for any such fractional shares in
      accordance with this Section 5(c).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    6.  Fair
      Market Value. For
      purposes of determining (i) the number of Escrow Shares to be either delivered
      to satisfy a claim pursuant to Section 4, or retained in the escrow account
      pursuant to Section (3)(e) or Section (5)(a), or (ii) the dollar amount paid
      to
      the Stockholder in lieu of fractional shares of Parent Common Stock pursuant
      to
      Section 5(c), “Fair
      Market Value”
      shall
      be determined as follows:

     

    (i) if
      the
      Common Stock is listed on a national securities exchange, the closing price
      of
      such Common Stock on the principal national securities exchange on which such
      Common Stock is traded on the date for which any determination of Fair Market
      Value is made for any purpose hereunder ("Determination
      Date"),
      or,
      if there shall have been no sales on any such exchange on the Determination
      Date, the average of the highest bid and lowest asked prices on such principal
      exchange on such Determination Date; or

     

    (ii) if
      the
      Common Stock is not listed on a national securities exchange, the closing price
      on the NASD's National Market System, or, if there shall have been no sales
      on
      the Determination Date on the National Market System, the average of highest
      bid
      and lowest asked prices on the Determination Date on the National Market System,
      as applicable; or

     

    (iii) if
      the
      Common Stock is not listed on a securities exchange or the National Market
      System, the average of the representative bid and asked prices of the Stock
      as
      of the close of trading on the Determination Date as quoted in the NASDAQ
      System; or

     

    (iv) if
      the
      Common Stock is not quoted in the NASDAQ System, the average of the high and
      low
      bid and asked prices on the Determination Date in the over-the-counter market
      as
      reported by the NASD Bulletin Board, the National Quotation Bureau,
      Incorporated, or any similar successor organization; or

     

    (v) if
      the
      Common Stock is not listed on or traded in any recognized securities market,
      such value as the Parent and the Stockholder may agree upon; or

     

    (vi) if
      the
      Parent and the Stockholder cannot agree on a value for the Common Stock within
      thirty (30) days after the Parent or the Stockholder has made a written proposal
      with respect to such value to the other party, the fair market value of the
      Stock as of the Determination Date as determined by an Independent Appraisal
      (as
      defined below). The fees and expenses incurred by the Independent Financial
      Expert (as defined below) in rendering its Independent Appraisal shall be paid
      by the Parent. The determination of the Market Value of the Common Stock shall
      be based solely upon the value of the Parent and shall be computed by dividing
      the amount that represents the value of the Parent by the number of outstanding
      shares of Common Stock. In making such a valuation, items such as discounts
      for
      minority interests, lack of marketability of the Common Stock or blockage shall
      not be considered. "Independent
      Appraisal"
      shall
      mean an evaluation of the price that would be paid if the Company were sold
      at
      that time on an orderly basis as a going concern, which evaluation shall be
      made
      by an Independent Financial Expert. "Independent
      Financial Expert"
      shall
      mean an independent financial expert selected by the Company's Board of
      Directors on not less than ten (10) days prior written notice to the Holder
      but
      shall not include any independent financial expert to whom the Holder shall
      object in writing not later than ten (10) days after the Board's delivery of
      notice of selection.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    7.  Duties
      of Escrow Agent.

     

    (a)  The
      Escrow Agent shall be entitled to rely upon any order, judgment, certificate,
      demand, notice, instrument or other writing delivered to it hereunder without
      being required to investigate the validity, accuracy or content thereof nor
      shall the Escrow Agent be responsible for the validity or sufficiency of this
      Agreement. In all questions arising under this Agreement, the Escrow Agent
      may
      rely on the advice of counsel, and for anything done, omitted or suffered in
      good faith by the Escrow Agent based on such advice, the Escrow Agent shall
      not
      be liable to anyone. The Escrow Agent shall not be required to take any action
      hereunder involving any expense unless the payment of such expense is made
      or
      provided for in a manner reasonably satisfactory to it.

     

    (b)  In
      the
      event conflicting demands are made or conflicting notices are served upon the
      Escrow Agent with respect to the Escrow Account, the Escrow Agent will have
      the
      absolute right, at the Escrow Agent’s election, to do either or both of the
      following: (i) resign as Escrow Agent so a successor can be appointed pursuant
      to clause (e) of this Section 7, or (ii) file a suit in interpleader and obtain
      an order from a court of competent jurisdiction requiring the parties to
      interplead and litigate in such court their several claims and rights among
      themselves. In the event such interpleader suit is brought, the Escrow Agent
      will thereby be fully released and discharged from all further obligations
      imposed upon it under this Agreement, and Parent on the one hand and the
      Stockholder on the other hand will pay the Escrow Agent all costs, expenses
      and
      reasonable attorneys’ fees expended or incurred by the Escrow Agent pursuant to
      the exercise of the Escrow Agent’s rights under this Section 7(b).

     

    (c)  The
      Escrow Agent, its corporate parent, its subsidiary corporations or any of its
      related companies, its employees, agents, officers, and directors, shall be
      indemnified and held harmless by Parent, from and against any and all liability,
      including all expenses reasonably incurred in its defense, to which the Escrow
      Agent, its corporate parent, its subsidiary corporations or any of its related
      companies, its employees, agents, officers, and directors, shall be subject
      by
      reason of any action taken or omitted or any investment or disbursement of
      any
      part of the Escrow Account made by the Escrow Agent pursuant to this Escrow
      Agreement, except as a result of the Escrow Agent’s own gross negligence or
      willful misconduct. This right of indemnification shall survive the termination
      of this Escrow Agreement, and the removal or resignation of the Escrow Agent.
      

     

    (d)  The
      Escrow Agent shall have no interest in the Escrow Account, but is serving as
      escrow holder only and having only possession thereof.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    (e)  The
      Escrow Agent may resign as Escrow Agent at any time and for any reason
      whatsoever. In the event the Escrow Agent desires to resign as Escrow Agent
      under this Agreement, the Escrow Agent shall deliver a notice to Parent and
      the
      Stockholder stating the date upon which such resignation shall be effective;
      provided
      however,
      that
      any such resignation shall not be effective until at least the 15th
      business
      day after Parent and the Stockholder receive such notice. Upon the receipt
      of
      any such notice from the Escrow Agent, Parent may appoint a successor escrow
      agent without the consent of the Stockholder so long as such successor is a
      bank
      or trust company with assets of at least $500 million and may appoint any other
      successor escrow agent with the consent of the Stockholder, which consent shall
      not be unreasonably withheld. In the case of the appointment of any successor
      escrow agent requiring the consent of the Stockholder as set forth in the
      preceding sentence, Parent and the Stockholder shall deliver a written notice
      to
      the Escrow Agent designating the successor escrow agent. Upon the effectiveness
      of the resignation of the Escrow Agent, the Escrow Agent shall deliver the
      Escrow Account to any successor escrow agent properly designated hereunder,
      whereupon the Escrow Agent shall be discharged from any and all further
      obligations arising hereunder. The Escrow Agent shall be paid any outstanding
      fees and expenses prior to transferring assets to a successor escrow agent.
      If
      upon the effective date of resignation of the Escrow Agent a successor escrow
      agent has not been duly designated, the Escrow Agent’s sole responsibility after
      that time shall be to retain and safeguard the Escrow Account until receipt
      of a
      designation of successor escrow agent or a final nonappealable order of a court
      of competent jurisdiction.

     

    (f)  In
      no
      event shall the Escrow Agent be liable to any party for any special, indirect
      or
      consequential loss or damage of any kind, even if the Escrow Agent has been
      previously advised of the possibility of such loss or damage.

     

    8.  Termination.
      This
      Agreement shall terminate upon the later of the Termination Date or the release
      by the Escrow Agent of all of the property then held in the Escrow Account
      pursuant to a written direction executed by Parent and the Stockholder or in
      accordance with Section 3(e) of this Agreement.

     

    9.  Merger
      of Escrow Agent.
      In the
      event the Escrow Agent is merged with, acquired or otherwise combined with
      another entity, or the Escrow Agent transfers all or substantially all of its
      assets, the successor as a result of such transaction will be the Escrow Agent
      hereunder without any further action by the parties hereto. 

     

    10.  Notices.
      All
      notices, instructions and other communications given hereunder or in connection
      herewith shall be in writing. Any such notice, instruction or communication
      shall be sent either (i) by registered or certified mail, return receipt
      requested, postage prepaid, or (ii) via a reputable nationwide overnight courier
      service, in each case to the address set forth below. Any such notice,
      instruction or communication shall be deemed to have been delivered three
      business days after it is sent prepaid, or 1 business day after it is sent
      via a
      reputable nationwide overnight courier service.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 

              	
                If
                  to Parent:

              	 	IsoRay,
                Inc. 
                350
                  Hills Street, Suite 106

                Richland,
                  Washington 99354
                  
                  Attn:
                    Chief Executive Officer
Fax: (509)
                    375-3473

                

              
	 	 	 	 
	 	
                With
                  a copy to:

              	 	Keller
                Rohrback, P.L.C.
                3101
                  North Central Avenue, Suite 900

                Phoenix,
                  Arizona 85012-2600

                Attn:
                  Stephen R. Boatwright, Esq.   

                Fax:
                  (602) 248-2822

              
	 	 	 	 
	 	
                If
                  to the
                  Stockholder:

              	 	Thomas Scallen
4701 IDS Center

                Minneapolis,
                  Minnesota 55402

                Fax:
                  (___) ___-____

              
	 	 	 	 
	 	
                With
                  a copy to:

              	 	
              
	 	 	 	 
	 	
                 If
                  to the Escrow
                  Agent:

              	 	IsoRay Medical, Inc. 
                350
                  Hills Street, Suite 106

                Richland,
                  Washington 99354
                  
                  Attn:
                    Chief Executive Officer
Fax: (509)
                    375-3473

                

              
	 	 	 	 
	
                 

              	
                With
                  a copy to:

              	 	
                Keller
                  Rohrback, P.L.C.

                3101
                  North Central Avenue, Suite 900

                Phoenix,
                  Arizona 85012-2600

                Attn:
                  Stephen R. Boatwright, Esq.   

                Fax:
                  (602) 248-2822

              


      

       

    

    Any
      party may give any notice, instruction or communication in connection with
      this
      Agreement using any other means (including personal delivery, facsimile or
      ordinary mail), but no such notice, instruction or communication shall be deemed
      to have been delivered unless and until it is actually received by the party
      to
      whom it was sent. Any party may change the address to which notices,
      instructions or communications are to be delivered by giving the other parties
      to this Agreement notice thereof in the manner set forth in this Section
      10.

     

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    11.   General

     

    (a)  Effectiveness.
      This
      Agreement will become effective automatically upon the Closing of the Merger.
      Unless and until the Merger closes, this document shall be of no force or
      effect.

     

    (b)  Governing
      Law.
      This
      Agreement shall be construed in accordance with, and governed in all respects
      by, the internal laws of the State of Delaware (without giving effect to
      principles of conflicts of laws).

     

    (c)  Counterparts.
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original, but all of which together shall constitute one and the same
      instrument.

     

    (d)  Entire
      Agreement.
      Except
      as set forth in the Merger Agreement, this Agreement constitutes the entire
      understanding and agreement of the parties with respect to the subject matter
      of
      this Agreement and supersedes all prior agreements or understandings between
      the
      parties with respect to the subject matter hereof.

     

    (e)  Waivers.
      No
      failure on the part of any party to exercise any power, right, privilege or
      remedy under this Agreement, and no delay on the part of any party in exercising
      any power, right, privilege or remedy under this Agreement, shall operate as
      a
      waiver of such power, right, privilege or remedy and no single or partial
      exercise of any such power, right, privilege or remedy shall preclude any other
      or further exercise thereof or of any other power, right, privilege or remedy.
      No party shall be deemed to have waived any claim arising out of this Agreement,
      or any power, right, privilege or remedy under this Agreement, unless the waiver
      of such claim, power, right, privilege or remedy is expressly set forth in
      a
      written instrument duly executed and delivered on behalf of such party; and
      any
      such waiver shall not be applicable or have any effect except in the specific
      instance in which it is given.

     

    (f)  Amendment.
      This
      Agreement may be amended only with the written consent of Parent, the Escrow
      Agent and the Stockholder (or their duly designated successors).

     

    12.   Tax
      Reporting Matters.

     

    (a) The
      Escrow Agent may require the Stockholder to provide the Escrow Agent with a
      certified tax identification number for such Stockholder by furnishing
      appropriate Form W-9 and other forms and documents that the Escrow Agent may
      reasonably request (collectively, “Tax
      Reporting Documentation”).
      The
      parties hereto understand that, if such Tax Reporting Documentation is not
      so
      certified to the Escrow Agent, the Escrow Agent may be required by the Internal
      Revenue Code of 1986, as it may be amended from time to time, (the “Code”),
      to
      withhold a portion of the Escrow Shares or other property held in the Escrow
      Account by the Escrow Agent pursuant to this Agreement. Notwithstanding anything
      herein to the contrary, the Escrow Agent shall have no obligation to file or
      prepare any tax returns or to prepare any other reports for any taxing
      authorities concerning the matters covered by this Escrow
      Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    (b)  The
      Escrow Agent need not make any distribution of any Escrow Shares, monies or
      other property to the Stockholder (or any assignee or transferee of such
      Stockholder) if such Stockholder (or assignee or transferee) has not furnished
      to the Escrow Agent such Tax Reporting Documentation as the Escrow Agent may
      require. 

     

    (c)  Any
      cash
      received by the Escrow Agent under Section 5(c) of this Agreement shall be
      allocated for tax reporting purposes to the Stockholder in accordance with
      the
      dollar amount such Stockholder is entitled to receive in lieu of such
      Stockholder’s fractional shares as provided in Section 5(c) herein.


     

    In
      Witness Whereof,
      the parties have duly executed this Agreement as of the day and year first
      above
      written.

     

    Parent: 

     

    CENTURY
      PARK PICTURES CORP.

     

    By:____________________________

     

    Title:
      ____________________________

     

    The
      Company and Escrow Agent: 

     

    ISORAY
      MEDICAL, INC.

     

    By:
      ____________________________

     

    Title:
      ____________________________

     

    Stockholder:

    


    ____________________________


    Thomas
      Scallen

     

     

    
      
        
        

      

      
        10