ESCROW AGREEMENT (SECURITIES REGISTRATION)

     AGREEMENT made this  ______________  day of September 11, 2000 by and among
Darby Acquisition  Corporation,  a Delaware corporation having a principal place
of  business at 16  Corporate  Woods  Boulevard,  Albany,  New York 12211,  (the
"Issuer") and Whiteman,  Osterman & Hanna, a New York general partnership having
a principal place of business at One Commerce Plaza, Albany, New York 12260 (the
"Escrow  Agent").  The Issuer and Escrow Agent are sometimes  referred to herein
individually as a "Party," and collectively as the "Parties."

                              W I T N E S S E T H :

     WHEREAS,  the Issuer has filed with the Securities and Exchange  Commission
(the  "Commission")  a  registration  statement (the  "Registration  Statement")
covering a proposed limited public offering of its securities (collectively, the
"Securities",  and  individually,  a "Share") as  described  on the  Information
Sheet; and

     WHEREAS,  the Issuer  proposes  to offer the  Securities,  as agent for the
Issuer,  for sale to the public (the  "Investors")  on a "best efforts basis" at
the price per Share all as set forth on the information sheet attached hereto as
Exhibit A (the "Information Sheet "); and

     WHEREAS,   Commission  Regulations  require  and  the  Issuer  proposes  to
establish an escrow account with the Escrow Agent in connection with such public
offering and the Escrow Agent is willing to establish such escrow account on the
terms and subject to the conditions hereinafter set forth;

     NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, the Parties hereby agree as follows:

     1. Information  Sheet.  Each capitalized term not otherwise defined in this
Agreement  shall  have the  meaning  set forth for such term on the  Information
Sheet which is attached  to this  Agreement  and is  incorporated  by  reference
herein and made a part hereof.

     2. Establishment of Escrow Account.

     2.1 The Parties shall establish a non-interest  bearing escrow account (the
"Escrow Account") at the office of the Escrow Agent, bearing the designation set
forth on the Information Sheet.

     2.2 On or before the date of the  initial  deposit  in the  Escrow  Account
pursuant to this Agreement,  the Issuer shall notify the Escrow Agent in writing
of the effective date of the Registration  Statement (the "Effective  Date") and
the Escrow Agent shall not be required to accept

<PAGE>

any  amount  for  deposit in the  Escrow  Account  prior to its  receipt of such
notification.

     2.3 The Offering Period, which shall be deemed to commence on the Effective
Date, shall consist of the number of calendar days or business days set forth on
the  Information  Sheet.  The Offering  Period shall be extended by an Extension
Period only if the Escrow Agent shall have received  written  notice  thereof at
least five (5) business days prior to the expiration of the Offering Period. The
Extension  Period,  which shall be deemed to commence on the next  calendar  day
following the expiration of the Offering Period,  shall consist of the number of
the calendar days or business days set forth on the Information  Sheet. The last
day of the  Offering  Period,  or the last day of the  Extension  Period (if the
Escrow Agent has received  written notice thereof as hereinabove  provided),  is
referred to herein as the  "Termination  Date." After the Termination  Date, the
Issuer shall not deposit,  and the Escrow Agent shall not accept, any additional
amounts representing payments by prospective purchasers.

     3. Deposits in the Escrow Account.

     3.1 Upon receipt, the Issuer shall promptly deliver to the Escrow Agent all
monies (the "Deposited Proceeds") received from Investors, all of which shall be
in the form of checks or money orders. All checks or money orders deposited into
the Escrow Account shall be made payable to "Whiteman,  Osterman & Hanna, Escrow
Agent." Any such tendered  check or money order (a "Tendered  Payment")  payable
other than to the Escrow  Agent as  required  hereby  shall be  returned  to the
prospective Investor, or if the Escrow Agent has insufficient  information to do
so, then to the Issuer (together with any Subscription  Information,  as defined
below, or other documents delivered  therewith) by noon of the next business day
following  receipt  of such  Tendered  Payment  by the  Escrow  Agent,  and such
Tendered  Payment shall be deemed not to have been delivered to the Escrow Agent
pursuant to the terms of this Agreement.  The Deposited Proceeds and interest or
dividends thereon, if any, shall be held for the sole benefit of the Investors.

     3.2 The Deposited Proceeds shall be invested in either:

          (a) an obligation that constitutes a "deposit" as that term is defined
     in Section (3)(1) of the Federal Deposit Insurance Act;

          (b) securities of any open-end investment company registered under the
     Investment Company Act of 1940 that holds itself out as a money market fund
     meeting the  conditions of paragraphs  (c)(2),  (c) (3), and (c)(4) of Rule
     2a-7 under the Investment Company Act; or

          (c)  securities  that  are  direct   obligations  of,  or  obligations
     guaranteed as to principal or interest by, the United States.

     3.3  Simultaneously  with each deposit into the Escrow Account,  the Issuer
shall inform the


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<PAGE>

Escrow Agent by confirmation slip, or other writing,  of the name and address of
the  prospective  Investor,  the  number of  Securities  subscribed  for by such
person, and the aggregate dollar amount of such subscription (collectively,  the
"Subscription Information").

     3.4 The Escrow  Agent shall not be required to accept for deposit  into the
Escrow Account checks which are not accompanied by the appropriate  Subscription
Information.  Tendered Payments  representing  payments by prospective Investors
shall not be deemed  deposited in the Escrow  Account until the Escrow Agent has
received in writing the Subscription  Information  required with respect to such
payments.

     3.5  The  Escrow  Agent  shall  not  be  required  to  accept  any  amounts
representing payments by prospective Investors, whether by check or money order,
except during the Escrow Agent's regular banking hours.  Any check,  money order
or cash  not  received  prior to 1:00  P.M.  shall be  deposited  the  following
business day.

     3.6 Interest or dividends earned on the Deposited  Proceeds,  if any, shall
be held in the Escrow  Account  until the  Deposited  Proceeds  are  released in
accordance  with the  provisions  of Section 4 of the Escrow  Agreement.  If the
Deposited  Proceeds  are released to an Investor,  the  Investor  shall  receive
interest or dividends earned, if any, on such Deposited  Proceeds up to the date
of release. If the Deposited Proceeds held in the Escrow Account are released to
the company,  any  interest or dividends  earned on such funds up to the date of
release may be released to the company.

     3.7 The  Issuer  shall  deposit  the  Securities  directly  into the Escrow
Account promptly upon issuance (the "Deposited Securities"). The identity of the
purchaser of the Securities shall be included on a common stock certificate.

     3.8 The  Deposited  Securities  shall be held for the sole  benefit  of the
Investors.  No transfer or other  disposition  of Securities  held in the Escrow
Account or any interest related to such Securities shall be permitted other than
by will or the laws of descent  and  distribution,  or  pursuant  to a qualified
domestic  relations  order as defined by the Internal  Revenue Code of 1986,  as
amended, or Title I of the Employee Retirement Income Security Act, or the rules
thereunder.

     3.9 The Escrow  Agent shall  refund any portion of the  Deposited  Proceeds
prior to  disbursement  of the Deposited  Proceeds in accordance  with Section 4
hereof upon instructions in writing signed by the Issuer.

     4. Disbursements from the Escrow Account.

     4.1  The  Deposited  Proceeds  may be  released  to  the  company  and  the
Securities  delivered to the Investors or other  registered  holders only at the
same time as or after:

          (a) the Escrow  Agent has  received a signed  representation  from the
     company,


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<PAGE>

     together with an opinion of counsel that the following  events have already
     occurred and the following requirements have already been met:

               (1) Upon execution of an agreement(s) for the acquisition(s) of a
          business(es) or assets that will constitute the business (or a line of
          business)  of  the  company  and  for  which  the  fair  value  of the
          business(es)  or net  assets  to be  acquired  represents  at least 80
          percent of the maximum offering proceeds,  including proceeds received
          or to be received upon the exercise or  conversion  of the  Securities
          offered,   but  excluding  amounts  payable  to   non-affiliates   for
          underwriting   commissions,    underwriting   expenses,   and   dealer
          allowances, if any, the company filed a post-effective amendment that:

                    (i)  Discloses  the   information   specified  by  the  SB-2
               registration  statement  form  and  Industry  Guides,   including
               financial  statements  of the company and the company or business
               with which it plans to merge or acquire (the  "Target  Company"),
               and pro  forma  financial  information  required  by the SB-2 and
               applicable rules and regulations;

                    (ii)   Discloses  the  results  of  the  initial   offering,
               including  but not  limited to: (a) the gross  offering  proceeds
               received to date,  specifying  the amounts  paid for  underwriter
               commissions, underwriting expenses and dealer allowances, if any,
               amounts  disbursed to the company,  and amounts  remaining in the
               Escrow Account;  and (b) the specific amount, use and application
               of funds  disbursed  to the company to date,  including,  but not
               limited to, the amounts paid to officers,  directors,  promoters,
               controlling  shareholders  or  affiliates,   either  directly  or
               indirectly  specifying the amounts and purposes of such payments;
               and

                    (iii)  Discloses  the  terms of the  offering  as  described
               pursuant to Section 4 of this Escrow Agreement.

               (2)  The  terms  of  the  offering  provided,   and  the  company
          satisfied, the following conditions:

                    (i) Within five business  days after the  effective  date of
               the post-effective  amendment(s), the company shall send by first
               class mail or other equally  prompt means,  to each  purchaser of
               securities held in escrow, a copy of the prospectus  contained in
               the  post-effective  amendment  and any  amendment or  supplement
               thereto;

                    (ii) Each Investor shall have no fewer than 20 business days
               and no more than 45 business days from the effective  date of the
               post-effective  amendment  to notify the company in writing  that
               such person elects to remain an Investor.  If the company has not
               received  such  written  notification  by the 45th  business  day
               following the  effective  date of the  post-effective  amendment,
               funds and  interest  or  dividends,  if any,  held in the  Escrow
               Account shall be sent by first class mail or other equally prompt
               means to the purchaser within five business days;


                                       -4-
<PAGE>

                    (iii) The  acquisition(s)  meeting the criteria set forth in
               paragraph  (a) (1) of this  Section  4 will be  consummated  if a
               sufficient number of Investors confirm their investments; and

                    (iv)   If   a   consummated   acquisition(s)   meeting   the
               requirements of this section has not occurred by a date 18 months
               after the Effective  Date, the Deposited  Funds shall be returned
               by first  class  mail or  equally  prompt  means to the  Investor
               within five business days following that date.

     (b) Funds held in the Escrow  Account  may be  released  to the company and
securities  may  be  delivered  to  the  Investor  or  other  registered  holder
identified  on the  deposited  securities  only at the  same  time  as or  after
consummation of an acquisition(s)  meeting the requirements set forth in Section
4.1(a)(1)(iii) of this Escrow Agreement.

     4.2 In the  event  that  at the  close  of  regular  banking  hours  on the
Termination  Date less than all of the Shares have been sold,  the Escrow  Agent
shall  promptly  refund to each  prospective  Investor  the  amount  of  payment
received  from  such  purchaser  held in  Escrow  without  interest  thereon  or
deduction  therefrom,  and the  Escrow  Agent  shall  notify  the  Issuer of its
distribution of the Deposited Proceeds.

     4.3 In the event that at any time up to the close of  banking  hours on the
Termination Date all of the Shares have been sold, the Escrow Agent shall notify
the Issuer of such fact in writing  within a  reasonable  time  thereafter.  The
Escrow Agent shall hold the  Deposited  Proceeds  until the events  described in
Section 4.1 of this Escrow Agreement take place.

     4.4 Upon  disbursement of the Deposited  Proceeds  pursuant to the terms of
this  Section 4, the Escrow  Agent shall be relieved of all further  obligations
and released from all liability under this Agreement. It is expressly agreed and
understood  that in no event shall the aggregate  amount of payments made by the
Escrow Agent exceed the amount of the Deposited Proceeds.

     5. Rights, Duties and Responsibilities of Escrow Agent.

     It is understood  and agreed that the duties of the Escrow Agent are purely
ministerial in nature, and that:

     5.1 The Escrow Agent shall not be  responsible  for the  performance by the
Issuer of its obligations under this Agreement.

     5.2 The Escrow  Agent  shall not be  required to accept from the Issuer any
Subscription   Information  pertaining  to  prospective  Investors  unless  such
Subscription  Information is accompanied by checks or money orders  representing
the payment of money,  nor shall the Escrow Agent be required to keep records of
any information with respect to payments deposited by the Issuer except


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<PAGE>

as to the amount of such  payments;  however,  the Escrow Agent shall notify the
Issuer within a reasonable time of any discrepancy  between the amount delivered
to the Escrow Agent  therewith.  Such amount need not be accepted for deposit in
the Escrow Account until such discrepancy has been resolved.

     5.3 The Escrow  Agent shall be under no duty or  responsibility  to enforce
collection of any check  delivered to it hereunder.  The Escrow Agent,  within a
reasonable  time,  shall  return  to the  Issuer  any  check  received  which is
dishonored,   together  with  the  Subscription   Information,   if  any,  which
accompanied such check.

     5.4 The Escrow  Agent shall be entitled to rely upon the  accuracy,  act in
reliance  upon  the  contents,   and  assume  the  genuineness  of  any  notice,
instruction,  certificate, signature instrument or other document which is given
to the Escrow  Agent  pursuant to this  Agreement  without the  necessity of the
Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not
be obligated  to make any inquiry as to the  authority,  capacity,  existence or
identity of any person  purporting to give any such notice or instructions or to
execute any such  certificate,  instrument or other  document.  The Escrow Agent
must,  however,  determine  for itself  whether the  conditions  permitting  the
release of the funds in the Escrow Account have been met.

     5.5 In the event that the Escrow  Agent shall be uncertain as to its duties
or rights  hereunder or shall  receive  instructions  with respect to the Escrow
Account or the  Deposited  Proceeds  which,  in its sole  determination,  are in
conflict either with other instructions  received by it or with any provision of
this Agreement,  the Escrow Agent, at its sole option, may deposit the Deposited
Proceeds  (and any other  amounts that  thereafter  become part of the Deposited
Proceeds) with the registry of a court of competent jurisdiction in a proceeding
to which all  Parties in  interest  are  joined.  Upon the deposit by the Escrow
Agent of the Deposited Proceeds with the registry of any court, the Escrow Agent
shall be relieved of all further  obligations  and released  from all  liability
hereunder.

     5.6 The Escrow  Agent  shall not be liable for any action  taken or omitted
hereunder, or for the misconduct of any employee, agent or attorney appointed by
it, except in the case of willful misconduct. The Escrow Agent shall be entitled
to  consult  with  counsel of its own  choosing  and shall not be liable for any
action taken,  suffered or omitted by it in  accordance  with the advice of such
counsel.

     5.7 The Escrow Agent shall have no  responsibility at any time to ascertain
whether or not any security  interest  exists in the  Deposited  Proceeds or any
part thereof or to file any  financing  statement  under the Uniform  Commercial
Code with respect to the Deposited Proceeds or any part thereof.

     5.8 The Escrow Agent shall  determine  whether or not the Offering has been
successful,  and if it  determines  that less than all of the  Securities  being
offered have been sold,  thus  rendering the Offering  unsuccessful,  the Escrow
Agent shall return the proceeds of the Offering to the


                                       -6-
<PAGE>

Investors on a pro-rata basis.

     6.  Amendment;  Resignation.  This Agreement may be altered or amended only
with the  written  consent  of the Issuer and the  Escrow  Agent  pursuant  to a
separate  written  instrument which  specifically  references this Agreement and
which is signed by the Issuer and the Escrow Agent.  The Escrow Agent may resign
for any reason upon seven (7) business days written notice to the Issuer. Should
the Escrow Agent resign as herein  provided,  it shall not be required to accept
any  deposit,  make any  disbursement  or  otherwise  dispose  of the  Deposited
Proceeds, but its only duty shall be to hold the Deposited Proceeds for a period
of not more than ten (10)  business days  following  the effective  date of such
resignation,  at which  time (a) if a  successor  escrow  agent  shall have been
appointed and written  notice  thereof  (including  the name and address of such
successor  escrow agent) shall have been given to the resigning  Escrow Agent by
the Issuer and such successor escrow agent, the resigning Escrow Agent shall pay
over to the  successor  escrow agent the  Deposited  Proceeds,  less any portion
thereof  previously paid out in accordance  with this  Agreement,  or (b) if the
resigning  Escrow Agent shall not have  received  written  notice  signed by the
Issuer and a successor  escrow  agent,  then the  resigning  Escrow  Agent shall
promptly  refund  the  amount  in the  Deposited  Proceeds  to each  prospective
Investor  without  interest  thereon or deduction  therefrom,  and the resigning
Escrow  Agent  shall  notify  the  Issuer  in  writing  of its  liquidation  and
distribution of the Deposited  Proceeds;  whereupon,  in either case, the Escrow
Agent  shall be  relieved  of all  further  obligations  and  released  from all
liability  under this  Agreement.  Without  limiting the provisions of Section 8
hereof,  the  resigning  Escrow Agent shall be entitled to be  reimbursed by the
Issuer for any expenses incurred in connection with its resignation, transfer of
the  Deposited  Proceeds  to a successor  Escrow  Agent or  distribution  of the
Deposited Proceeds pursuant to this Section 6.

     7.  Representations  and  Warranties.  The  Issuer  hereby  represents  and
warrants to the Escrow Agent that:

     7.1 No party other than the Parties  hereto and the  prospective  Investors
have,  or shall  have any lien,  claim or  security  interest  in the  Deposited
Proceeds or any part thereof.

     7.2 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 Deposited Proceeds or any part thereof.

     7.3 The Subscription  Information submitted with each deposit shall, at the
time  of  submission  and  at the  time  of the  disbursement  of the  Deposited
Proceeds, be deemed a representation and warranty that such deposit represents a
bona fide sale to the Investor described therein of the amount of Securities set
forth in such Subscription Information.

     7.4 All of the information contained in the Information Sheet is, as of the
date  hereof  and will  be,  at the time of any  disbursement  of the  Deposited
Proceeds, true and correct.


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<PAGE>

     8. Fees and  Expenses.  The Escrow  Agent  shall be  entitled to the Escrow
Agent Fee set forth in the  Information  Sheet,  payable upon  execution of this
Agreement.  In addition, the Issuer agrees to reimburse the Escrow Agent for any
reasonable expenses incurred in connection with this Agreement,  including,  but
not limited to,  reasonable  counsel fees,  but not including the review of this
Agreement.

     9. Indemnification and Contribution.

     9.1  The  Issuer   (sometimes   referred  to  in  this  Section  9  as  the
"Indemnitor") agrees to indemnify the Escrow Agent and its officers,  directors,
employees,  agents and  shareholders  (jointly and severally the  "Indemnitees")
against, and hold them harmless of and from, any and all loss, liability,  cost,
damage and expense,  including,  without  limitation,  reasonable  counsel fees,
which the  Indemnitees  may  suffer or incur by reason of any  action,  claim or
proceeding brought against the Indemnitees arising out of or relating in any way
to this Agreement or any  transaction to which this  Agreement  relates,  unless
such action,  claim or proceeding is the result of the willful misconduct of the
Indemnitees.

     9.2 If the  indemnification  provided for in this Section 9 is  applicable,
but for any reasons held to be unavailable, the Indemnitor shall contribute such
amounts as are just and equitable to pay, or to reimburse the  Indemnitees  for,
the aggregate of any and all losses,  liabilities,  costs, damages and expenses,
including  counsel fees,  actually incurred by the Indemnitees as a result of or
in connection  with,  and any amount paid in settlement of any action,  claim or
proceeding  arising out of or relating in any way to any actions or omissions of
the Indemnitor.

     9.3 Any  Indemnitee  which  proposes to assert the right to be  indemnified
under this Section 9, promptly  after receipt of notice of  commencement  of any
action,  suit or proceeding  against such Indemnitee in respect of which a claim
is to be made  against  the  Indemnitor  under this  Section 9, will  notify the
Indemnitor of the commencement of such action,  suit or proceeding,  enclosing a
copy of all papers  served,  but the omission so to notify the Indemnitor of any
such  action,  suit or  proceeding  shall not  relieve the  Indemnitor  from any
liability  which  they may have to any  Indemnitee  otherwise  than  under  this
Section 9. In case any such action,  suit or proceeding shall be brought against
any Indemnitee and it shall notify the Indemnitor of the  commencement  thereof,
the Indemnitor  shall be entitled to participate in and, to the extent that they
shall wish, to assume the defense  thereof,  with counsel  satisfactory  to such
Indemnitee.  The  Indemnitee  shall have the right to employ its  counsel in any
such action,  but the fees and expenses of such counsel  shall be at the expense
of such  Indemnitee  unless (i) the employment of counsel by such Indemnitee has
been  authorized by the  Indemnitor,  (ii) the  Indemnitee  shall have concluded
reasonably that there may be a conflict of interest among the Indemnitor and the
Indemnitee  in the  conduct  of the  defense  of such  action (in which case the
Indemnitor  shall not have the right to direct  the  defense  of such  action on
behalf  of the  Indemnitee)  or (iii)  the  Indemnitor  in fact  shall  not have
employed  counsel to assume the defense of such  action,  in each of which cases
the fees and expenses of counsel shall be borne by the Indemnitor.


                                       -8-
<PAGE>

     9.4 The  Indemnitor  agrees to provide the  Indemnitees  with copies of all
registration statements pre- and post-effective  amendments to such registration
statements including exhibits, whether filed with the SEC prior to or subsequent
to the disbursement of the Deposited Proceeds.

     9.5 The provisions of this Section 9 shall survive any  termination of this
Agreement, whether by disbursement of the Deposited Proceeds, resignation of the
Escrow Agent or otherwise.

     10.  Governing Law and  Assignment.  This  Agreement  shall be construed in
accordance with and governed by the laws of the State of New York without giving
effect to choice of law or conflict of laws rules, and shall be binding upon the
Parties hereto and their respective successors and assigns;  provided,  however,
that any  assignment or transfer by any Party of its rights under this Agreement
or with respect to the  Deposited  Proceeds  shall be void as against the Escrow
Agent unless:

          (a) written notice thereof shall be given to the Escrow Agent; and

          (b)  the  Escrow  Agent  shall  have  consented  in  writing  to  such
     assignment or transfer.

     11.  Notices.  All  notices  required to be given in  connection  with this
Agreement  shall be sent by certified  mail,  postage  prepaid,  return  receipt
requested, or by hand delivery with receipt acknowledged, or by the Express Mail
service  offered by the United  States Post  Office,  and  addressed,  if to the
Issuer, at its address set forth on the Information  Sheet, and if to the Escrow
Agent, Whiteman Osterman & Hanna. Notice shall be deemed complete on the earlier
of actual receipt or on the fourth business day after mailing in accordance with
this Section 11.

     12.  Severability.  If any provision of this  Agreement or the  application
thereof  to any  person or  circumstance  shall be  determined  to be invalid or
unenforceable,  the remaining provisions of this Agreement or the application of
such provision to persons or circumstances  other than those to which it is held
invalid or  unenforceable  shall not be affected  thereby and shall be valid and
enforceable to the fullest extent permitted by applicable law.

     13.  Closing.  The closing shall take place within 90 days of the Effective
Date unless an additional 90 days is approved by the company, but in no instance
later than 180 days after the Effective Date.

     14.  Pronouns.  All pronouns and any variations  thereof shall be deemed to
refer to the masculine, feminine, neuter, singular, or plural as the context may
require.

     15.  Captions.  All  captions  are for  convenience  only  and are  without
substantive effect.

     16.  Execution in  Counterparts.  This Agreement may be executed in several
counterparts  or by  separate  instruments  and  all of  such  counterparts  and
instruments shall constitute one


                                       -9-
<PAGE>

agreement, binding on all of the parties herein.

     17. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes  all prior  agreements  and  understandings  (written or oral) of the
parties in connection herewith.

[REMAINDER OF THIS PAGE INTENTIONALLY BLANK]


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<PAGE>

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

                                      THE ISSUER: Darby Acquisition Corporation

                                      By: ________________________________
                                            Roger D. Shearer
                                            President


                                      ESCROW AGENT: Whiteman, Osterman & Hanna

                                      By: ________________________________
                                            Partner


                                      -11-
<PAGE>

                       ESCROW AGREEMENT INFORMATION SHEET

1.   The Company

     Darby Acquisition Corporation
     16 Corporate Woods Boulevard
     Albany, New York 12211

State of incorporation or organization: Delaware

2.   Self-Underwriting

State of incorporation or organization: N/A

3.   The Securities

     Description of the  Securities to be offered (e.g.,  shares of common stock
or  warrants  for  common  stock,  debentures,  units  consisting  of shares and
warrants, etc.): Shares of Common Stock.

4.   Type of Offering

     Registration Statement filed on form SB-2

     Offering  Statement filed pursuant to Regulation C of the General Rules and
Regulations under the Securities Act of 1933.

5.   Offering Amount: $ 10,000

6.   Plan of Distribution of the Securities

     Offering Period: 180 (calendar days)
     Collection Period, if any: None

7    The Escrow Account

     Title of the Escrow Account: Darby Acquisition Corporation, ESCROW ACCOUNT.

8.   Escrow Account Fee

     Amount due on execution of the Escrow Agreement: $ 1,000.00