Filed by sedaredgar.com - Liberty Star Unranium & Metals Corp. - Exhibit 10.3






ESCROW AGREEMENT 

          This
Agreement is dated as of the ____ day of May, 2009 among Liberty Star Uranium
& Metals Corp., a Nevada corporation (the "Company"), the Subscribers
identified on Schedule A hereto (each a “Subscriber” and collectively
“Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"): 

W I T N E S S
E T H: 

          WHEREAS,
the Company and Subscribers have entered into a Subscription Agreement calling
for the sale by the Company to the Subscribers of secured convertible Notes for
an aggregate purchase price of up to $210,000 in the amounts set forth on
Schedule A hereto; and 

          WHEREAS,
the parties hereto require the Company to deliver the Notes against payment
therefor, with such Notes and the Escrowed Funds to be delivered to the Escrow
Agent, along with the other documents, instruments and payments hereinafter
described, to be held in escrow and released by the Escrow Agent in accordance
with the terms and conditions of this Agreement; and 

          WHEREAS,
the Escrow Agent is willing to serve as escrow agent pursuant to the terms and
conditions of this Agreement; 

          NOW
THEREFORE, the parties agree as follows: 

ARTICLE I 

INTERPRETATION 

          1.1.     
Definitions. Capitalized terms used and not otherwise defined herein that
are defined in the Subscription Agreement shall have the meanings given to such
terms in the Subscription Agreement. Whenever used in this Agreement, the
following terms shall have the following respective meanings: 

                    •      "Agreement"
means this Agreement and all amendments made hereto and thereto by written
agreement between the parties; 

                    •      “Closing
Date” shall have the meaning set forth in Section 1 of the Subscription
Agreement; 

                    •     
"Escrowed Payment" means an aggregate cash payment of up to $210,000 which is
the Purchase Price; 

                    •     
“Legal Fees” shall have the meaning set forth in Section 8(b) of the
Subscription Agreement; 

                    •      “Legal
Opinion” means the original signed legal opinion referred to in Section 6 of the
Subscription Agreement; 

                    •      “Lockup
Agreement” means the original Lockup Agreement referred to in Section 9(t) of
the Subscription Agreement, executed by the person identified in Section 9(t) of
the Subscription Agreement; 

                    •     
“Notes” shall have the meaning set forth in the second recital to the
Subscription Agreement; 

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                    •      “Principal
Amount” shall mean up to $210,000; 

                    •      "Subscription
Agreement" means the Subscription Agreement (and the exhibits and schedules
thereto) entered into or to be entered into by the Company and Subscribers in
reference to the sale and purchase of the Notes; 

                    •      “Subsidiary
Guaranty” shall have the meaning set forth in Section 3 of the Subscription
Agreement; 

                    •      Collectively,
Subsidiary Guaranty, Legal Opinion, Lockup Agreement, Notes, and the executed
Subscription Agreement are referred to as "Company Documents"; and 

                    •      Collectively,
the Escrowed Payment and the Subscriber executed Subscription Agreement are
referred to as "Subscriber Documents". 

          1.2.     
Entire Agreement. This Agreement along with the Company Documents and the
Subscriber Documents constitute the entire agreement between the parties hereto
pertaining to the Company Documents and Subscriber Documents and supersedes all
prior agreements, understandings, negotiations and discussions, whether oral or
written, of the parties. There are no warranties, representations and other
agreements made by the parties in connection with the subject matter hereof
except as specifically set forth in this Agreement, the Company Documents and
the Subscriber Documents. 

          1.3.     
Extended Meanings. In this Agreement words importing the singular number
include the plural and vice versa; words importing the masculine gender include
the feminine and neuter genders. The word "person" includes an individual, body
corporate, partnership, trustee or trust or unincorporated association,
executor, administrator or legal representative. 

          1.4.      Waivers
and Amendments. This Agreement may be amended, modified, superseded,
cancelled, renewed or extended, and the terms and conditions hereof may be
waived, only by a written instrument signed by all parties, or, in the case of a
waiver, by the party waiving compliance. Except as expressly stated herein, no
delay on the part of any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of
any party of any right, power or privilege hereunder preclude any other or
future exercise of any other right, power or privilege hereunder. 

          1.5.     
Headings. The division of this Agreement into articles, sections,
subsections and paragraphs and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement. 

          1.6.      Law
Governing this Agreement. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without regard to conflicts
of laws principles that would result in the application of the substantive laws
of another jurisdiction. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state of
New York. Both parties and the individuals executing this Agreement and other
agreements on behalf of the Company agree to submit to the jurisdiction of such
courts and waive trial by jury. The prevailing party (which shall be the party
which receives an award most closely resembling the remedy or action sought)
shall be entitled to recover from the other party its reasonable attorney's fees
and costs. In the event that any provision of this Agreement or any other
agreement delivered in connection herewith is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement. 

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          1.7.      Specific
Enforcement, Consent to Jurisdiction. The Company and Subscriber acknowledge
and agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injuction or injunctions to prevent or cure
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof or thereof, this being in addition to any other
remedy to which any of them may be entitled by law or equity. Subject to Section
1.6 hereof, each of the Company and Subscriber hereby waives, and agrees not to
assert in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such court, that the suit, action or
proceeding is brought in an inconvenient forum or that the venue of the suit,
action or proceeding is improper. Nothing in this Section shall affect or limit
any right to serve process in any other manner permitted by law. 

ARTICLE II 

DELIVERIES TO THE ESCROW AGENT 

          2.1.     
Company Deliveries. On or before the Closing Date, the Company shall
deliver the Company Documents to the Escrow Agent. 

          2.2.      Subscriber
Deliveries. On or before the Closing Date, each Subscriber shall deliver to
the Escrow Agent such Subscriber’s portion of the Purchase Price and the
executed Subscription Agreement. The Escrowed Payment will be delivered pursuant
to the following wire transfer instructions: 

Citibank, N.A. 
1155 6th Avenue 
New York, NY
10036 
ABA Number: 0210-00089 
For Credit to: Grushko & Mittman, IOLA
Trust Account 
Account Number: 45208884 

          2.3.     
Intention to Create Escrow Over Company Documents and Subscriber
Documents. The Subscriber and Company intend that the Company Documents and
Subscriber Documents shall be held in escrow by the Escrow Agent pursuant to
this Agreement for their benefit as set forth herein. 

          2.4.     
Escrow Agent to Deliver Company Documents and Subscriber Documents. The
Escrow Agent shall hold and release the Company Documents and Subscriber
Documents only in accordance with the terms and conditions of this Agreement.


ARTICLE III 

RELEASE OF COMPANY DOCUMENTS AND SUBSCRIBER DOCUMENTS


          3.1.     
Release of Escrow. Subject to the provisions of Section 4.2, the Escrow
Agent shall release the Company Documents and Subscriber Documents as follows:


                    (a)      On
the Closing Date, the Escrow Agent will simultaneously release the Company
Documents to the Subscriber and release the Subscriber Documents to the Company
except that the Legal Fees will be released to the Subscribers’ attorneys. 

                    (b)     
Any funds not used by the Company for the purposes designated on Schedule 9(e)
to the Subscription Agreement shall be returned by the Company pro rata to the
Subscribers based on the principal amount of the Notes issued to the Subscribers
and the Company will receive a like credit for the amounts so returned to a
Subscriber against amounts owed by the Company to such Subscriber. 

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                    (c)     
All funds to be delivered to the Company shall be delivered pursuant to the wire
instructions to be provided in writing by the Company to the Escrow Agent.

                    (d)      Notwithstanding
the above, upon receipt by the Escrow Agent of joint written instructions
("Joint Instructions") signed by the Company and the Subscriber, it shall
deliver the Company Documents and Subscriber Documents in accordance with the
terms of the Joint Instructions. 

                    (e)     
Notwithstanding the above, upon receipt by the Escrow Agent of a final and
non-appealable judgment, order, decree or award of a court of competent
jurisdiction (a "Court Order"), the Escrow Agent shall deliver the Company
Documents and Subscriber Documents in accordance with the Court Order. Any Court
Order shall be accompanied by an opinion of counsel for the party presenting the
Court Order to the Escrow Agent (which opinion shall be satisfactory to the
Escrow Agent) to the effect that the court issuing the Court Order has competent
jurisdiction and that the Court Order is final and non-appealable. 

          3.2.      Termination
Date. If a Closing does not take place prior to June 1, 2009, then at the
request of the Subscribers or the Company, the Escrow Agent will promptly return
the applicable Company Documents to the Company and return the Subscriber
Documents to the Subscribers. 

          3.3.     
Acknowledgement of Company and Subscriber; Disputes. The Company and the
Subscriber acknowledge that the only terms and conditions upon which the Company
Documents and Subscriber Documents are to be released are set forth in Sections
3 and 4 of this Agreement. The Company and the Subscriber reaffirm their
agreement to abide by the terms and conditions of this Agreement with respect to
the release of the Company Documents and Subscriber Documents. Any dispute with
respect to the release of the Company Documents and Subscriber Documents shall
be resolved pursuant to Section 4.2 or by agreement between the Company and
Subscriber. 

ARTICLE IV 

CONCERNING THE ESCROW AGENT 

          4.1.     
Duties and Responsibilities of the Escrow Agent. The Escrow Agent's
duties and responsibilities shall be subject to the following terms and
conditions: 

                    (a)      The
Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not
be responsible for or bound by, and shall not be required to inquire into
whether either the Subscriber or Company is entitled to receipt of the Company
Documents and Subscriber Documents pursuant to, any other agreement or
otherwise; (ii) shall be obligated only for the performance of such duties as
are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii)
may rely on and shall be protected in acting or refraining from acting upon any
written notice, instruction, instrument, statement, request or document
furnished to it hereunder and believed by the Escrow Agent in good faith to be
genuine and to have been signed or presented by the proper person or party,
without being required to determine the authenticity or correctness of any fact
stated therein or the propriety or validity or the service thereof; (iv) may
assume that any person believed by the Escrow Agent in good faith to be
authorized to give notice or make any statement or execute any document in
connection with the provisions hereof is so authorized; (v) shall not be under
any duty to give the property held by Escrow Agent hereunder any greater degree
of care than Escrow Agent gives its own similar property; and (vi) may consult
counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by Escrow Agent hereunder in good faith and in accordance with the
opinion of such counsel. 

                    (b)      The
Subscriber and Company acknowledge that the Escrow Agent is acting solely as a
stakeholder at their request and that the Escrow Agent shall not be liable for
any action taken by Escrow Agent in good faith and believed by Escrow Agent to
be authorized or within the rights or powers conferred upon Escrow Agent by this
Agreement. The Subscriber and Company, jointly and severally, agree to indemnify
and 

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hold harmless the Escrow Agent and any of Escrow Agent's
partners, employees, agents and representatives for any action taken or omitted
to be taken by Escrow Agent or any of them hereunder, including the fees of
outside counsel and other costs and expenses of defending itself against any
claim or liability under this Agreement, except in the case of gross negligence
or willful misconduct on Escrow Agent's part committed in its capacity as Escrow
Agent under this Agreement. The Escrow Agent shall owe a duty only to the
Subscriber and Company under this Agreement and to no other person. 

                    (c)      The
Subscriber and Company jointly and severally agree to reimburse the Escrow Agent
for outside counsel fees, to the extent authorized hereunder and incurred in
connection with the performance of its duties and responsibilities hereunder.


                    (d)     
The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five
(5) days prior written notice of resignation to the Subscriber and the Company.
Prior to the effective date of the resignation as specified in such notice, the
Subscriber and Company will issue to the Escrow Agent a Joint Instruction
authorizing delivery of the Company Documents and Subscriber Documents to a
substitute Escrow Agent selected by the Subscriber and Company. If no successor
Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply
to a court of competent jurisdiction in the State of New York for appointment of
a successor Escrow Agent, and to deposit the Company Documents and Subscriber
Documents with the clerk of any such court. 

                    (e)     
The Escrow Agent does not have and will not have any interest in the Company
Documents and Subscriber Documents, but is serving only as escrow agent, having
only possession thereof. The Escrow Agent shall not be liable for any loss
resulting from the making or retention of any investment in accordance with this
Escrow Agreement. 

                    (f)     
This Agreement sets forth exclusively the duties of the Escrow Agent with
respect to any and all matters pertinent thereto and no implied duties or
obligations shall be read into this Agreement. 

                    (g)     
The Escrow Agent shall be permitted to act as counsel for the Subscribers in any
dispute as to the disposition of the Company Documents and Subscriber Documents,
in any other dispute between the Subscriber and Company, whether or not the
Escrow Agent is then holding the Company Documents and Subscriber Documents and
continues to act as the Escrow Agent hereunder. 

                    (h)      The
provisions of this Section 4.1 shall survive the resignation of the Escrow Agent
or the termination of this Agreement. 

          4.2.     
Dispute Resolution: Judgments. Resolution of disputes arising under this
Agreement shall be subject to the following terms and conditions: 

                    (a)     
If any dispute shall arise with respect to the delivery, ownership, right of
possession or disposition of the Company Documents and Subscriber Documents, or
if the Escrow Agent shall in good faith be uncertain as to its duties or rights
hereunder, the Escrow Agent shall be authorized, without liability to anyone, to
(i) refrain from taking any action other than to continue to hold the Company
Documents and Subscriber Documents pending receipt of a Joint Instruction from
the Subscriber and Company, or (ii) deposit the Company Documents and Subscriber
Documents with any court of competent jurisdiction in the State of New York, in
which event the Escrow Agent shall give written notice thereof to the Subscriber
and the Company and shall thereupon be relieved and discharged from all further
obligations pursuant to this Agreement. The Escrow Agent may, but shall be under
no duty to, institute or defend any legal proceedings which relate to the
Company Documents and Subscriber Documents. The Escrow Agent shall have the
right to retain counsel if it becomes involved in any disagreement, dispute or
litigation on account of this Agreement or otherwise determines that it is
necessary to consult counsel. 

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                    (b)      The
Escrow Agent is hereby expressly authorized to comply with and obey any Court
Order. In case the Escrow Agent obeys or complies with a Court Order, the Escrow
Agent shall not be liable to the Subscriber and Company or to any other person,
firm, corporation or entity by reason of such compliance. 

ARTICLE V 

GENERAL MATTERS 

          5.1.      Termination.
This escrow shall terminate upon the release of all of the Company Documents and
Subscriber Documents or at any time upon the agreement in writing of the
Subscriber and Company. 

          5.2.     
Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless
otherwise specified herein, shall be (i) personally served, (ii) deposited in
the mail, registered or certified, return receipt requested, postage prepaid,
(iii) delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be:

(a)           If
to the Company, to: 

Liberty Star Uranium & Metals
Corp. 
5610 E. Sutler Lane 
Tucson, Arizona 85712 
Attn: James A.
Briscoe, President 
Fax: (520) 844-1118 

With a copy by telecopier only to: 

Clark Wilson LLP 
800-885 West
Georgia Street 
Vancouver, B.C. Canada 
Attn: Bernard Pinsky, Esq.

Fax: (604) 687-6314 

(b)           If
to the Subscribers, to: the addresses and fax numbers listed on Schedule A
hereto 

               With
a copy by facsimile only to: 

Grushko & Mittman, P.C. 
551
Fifth Avenue, Suite 1601 
New York, New York 10176 
Fax: 212-697-3575 

(c)          
If to the Escrow Agent, to: 

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Grushko & Mittman, P.C. 
551
Fifth Avenue, Suite 1601 
New York, New York 10176 
Fax: 212-697-3575 

or to such other address as any of them shall give to the
others by notice made pursuant to this Section 5.2. 

          5.3.     
Interest. The Escrowed Payment shall not be held in an interest bearing
account nor will interest be payable in connection therewith. In the event the
Escrowed Payment is deposited in an interest bearing account, each Subscriber
shall be entitled to receive its pro rata portion of any accrued
interest thereon, but only if the Escrow Agent receives from such Subscriber the
Subscriber’s United States taxpayer identification number and other requested
information and forms. 

          5.4.      Assignment;
Binding Agreement. Neither this Agreement nor any right or obligation
hereunder shall be assignable by any party without the prior written consent of
the other parties hereto. This Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective legal representatives,
successors and assigns. 

          5.5.     
Invalidity. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid,
illegal, or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be in any way impaired thereby,
it being intended that all of the rights and privileges of the parties hereto
shall be enforceable to the fullest extent permitted by law. 

          5.6.     
Counterparts/Execution. This Agreement may be executed in any number of
counterparts and by different signatories hereto on separate counterparts, each
of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument. This Agreement
may be executed by facsimile transmission and delivered by facsimile
transmission. 

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          5.7.      Agreement.
Each of the undersigned states that he has read the foregoing Escrow Agreement
and understands and agrees to it. 

LIBERTY STAR URANIUM & METALS
CORP. 
the “Company” 


By:___________________________________


“SUBSCRIBERS”

	 	 	 
	ALPHA CAPITAL ANSTALT 	 	HARBORVIEW MASTER FUND L.P. 
	 	 	 
	 	 	 
	 	 	 
	PLATINUM PARTNERS LONG TERM 	 	BRIDGEPOINTE MASTER FUND, LTD. 
	GROWTH VI 	 	 
	 	 	 
		 	  
	 	 	 
	BRIO CAPITAL LP 	 	IROQUOIS MASTER FUND LTD. 
	 	 	 
	 	 	 
	 	 	 
	DOUBLE U MASTER FUND LP 	 	  
	 	 	 
	 	 	 
	  	 	ESCROW AGENT 
	 	 	 
	  	 	GRUSHKO & MITTMAN, P.C.



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SCHEDULE A TO FUNDS ESCROW AGREEMENT


	SUBSCRIBERS 
	ESCROWED PAYMENT
      
(PURCHASE PRICE) 
	ALPHA CAPITAL ANSTALT 
Pradafant 7 
9490 Furstentums
      
Vaduz, Lichtenstein 
Fax: 011-42-32323196 	$91,658.00 




	HARBORVIEW MASTER FUND L.P. 
Harbor House, 2nd
      Floor 
Waterfront Drive, Road Town 
Tortola, BVI 
Fax:
      (284) 494-4771 	$22,185.00 




	PLATINUM PARTNERS LONG TERM GROWTH VI 
152 West
      57th Street 
New York, NY 10019 
Attn: Mark Nordlicht
      
Fax: (212) 	$34,561.00 




	BRIDGEPOINTE MASTER FUND, LTD. 
1120 Sanctuary
      Parkway-Suite 325 
Alpharetta, GA 30004 
Fax: (770) 777-5844 	$39,331.00 



	BRIO CAPITAL LP 
401 E. 34th St.-Suite South
      33C 
New York, NY 10016 
Fax: (646) 390-2158 	$8,324.00 



	DOUBLE U MASTER FUND LP 
Harbour House, 
Waterfront
      Drive, Road Town 
Tortola, BVI 
Fax: (284) 494-4771 	$7,008.00 




	IROQUOIS MASTER FUND LTD. 
c/o Iroquois Capital
      Management, LLC 
641 Lexington Avenue, 26th Floor 
New
      York, NY 10022 
Fax: (212) 207-3452 	$6,932.00
  







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