ESCROW AGREEMENT


          THIS ESCROW AGREEMENT (this
“Agreement”)
is made and entered into as of March 26, 2008 among NATIONAL AUTOMATION SERVICES, INC. a Colorado corporation,
with headquarters located at 2053 Pabco, Henderson, NV 89011 (the “Company”);
the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof
(also referred to as the “Buyer(s)”), and JAMES G. DODRILL II, P.A., as Escrow Agent hereunder (the
“Escrow
Agent”). 


BACKGROUND


          WHEREAS, the Company and the Buyer(s) have
entered into a Securities Purchase Agreement (the “Securities Purchase
Agreement”), dated as of the date hereof, pursuant to which the Company
proposes to sell secured redeemable debentures (the “Redeemable Debentures”).
The Securities Purchase Agreement provides that the Buyer(s) shall deposit the
purchase amount in a segregated escrow account to be held by Escrow Agent in
order to effectuate a disbursement to the Company at closings to be held as set
forth in the Securities Purchase Agreement (each, a “Closing”). 


          WHEREAS, the Company intends to sell
Redeemable Debentures (the “Offering”). 


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


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


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


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


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


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


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


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






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


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


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


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


               3.
Creation of Escrow Account. On
or prior to the date of the commencement of the Offering, the parties shall
establish an escrow account with the Escrow Agent, which escrow account shall
be entitled as described below. The Buyer(s) will wire funds to the account of
the Escrow Agent as follows: 


	
 

	
 

	
 


	
Bank:

	
 

	
Bank of
  America


	
 

	
 

	
 


	
Routing #:

	
 

	
026009583


	
 

	
 

	
 


	
Account #:

	
 

	
4350
  1127 4762


	
 

	
 

	
 


	
SWIFT #:

	
 

	
BOFAUS3N


	
 

	
 

	
 


	
Name on Account:

	
 

	
James G.
  Dodrill II, P.A.
  as Escrow Agent


	
 

	
 

	
 


	
Name on Sub-Account:

	
 

	
Trafalgar – National
  Automation Services Escrow account





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


               5.
Disbursements from the Escrow Account.



                    a.
The Escrow Agent will continue to hold the Escrow Funds until: (a) the Buyer(s)
or Trafalgar Capital Sarl on behalf of the Buyer(s) and (b) the Company execute
a Joint Written Direction directing the Escrow Agent to disburse the Escrow
Funds pursuant to 


2






Joint Written
Direction signed by the Company and the Buyer(s). Escrow Agent is obligated to
disburse the Escrow Funds in accordance with the Joint Written Directions and
has no discretion to withhold disbursement of the Escrow Funds for any reason
upon receipt of such Joint Written Directions. In disbursing such funds, Escrow
Agent is authorized to rely upon such Joint Written Direction from the Company
and the Buyer(s) and may accept any signatory from the Company listed on the
signature page to this Agreement and any signature from the Buyer(s) that the
Escrow Agent already has on file. 


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


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


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


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


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


                    b.
petition (by means of an interpleader action or any other appropriate method)
any court of competent jurisdiction in any venue convenient to Escrow Agent,
for instructions with respect to such dispute or uncertainty, and to the extent
required by law, pay into such court, for holding and disposition in accordance
with the instructions of such court, all funds held by it in the Escrow Funds,
after deduction and payment to Escrow Agent of all fees and expenses (including
court costs and attorneys’ fees) payable to, incurred by, or expected to be
incurred by Escrow Agent in connection with performance of its duties and the
exercise of its rights hereunder.


3






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


               8.
Investment of Escrow Funds. Escrow
Agent shall deposit the Escrow Funds into a segregated escrow account which
shall be used solely in connection with this transaction (the “Escrow
Account”). 


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


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


               10.
Liability of Escrow Agent. 


                    a.
Escrow Agent shall have no liability or obligation with respect to the Escrow
Funds except for Escrow Agent’s willful misconduct or gross negligence. Escrow
Agent’s sole responsibility shall be for the safekeeping, investment, and
disbursement of the Escrow Funds in accordance with the terms of this
Agreement. Escrow Agent shall have no implied duties or obligations and shall
not be charged with knowledge or notice or any fact or circumstance not
specifically set forth herein. Escrow Agent may rely upon any instrument, not
only as to its due execution, validity and effectiveness, but also as to the
truth and accuracy of 


4






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


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


               11.
Indemnification of Escrow Agent.
From and at all times after the date of this Agreement, the parties jointly
and severally, shall, to the fullest extent permitted by law and to the extent
provided herein, indemnify and hold harmless Escrow Agent and each director,
officer, employee, attorney, agent and affiliate of Escrow Agent (collectively,
the “Indemnified parties”) against any and all actions, claims
(whether or not valid), losses, damages, liabilities, costs and expenses of any
kind or nature whatsoever (including without limitation reasonable attorney’s
fees, costs and expenses) incurred by or asserted against any of the
Indemnified Parties from and after the date hereof, whether direct, indirect or
consequential, as a result of or arising from or in any way relating to any
claim, demand, suit, action, or proceeding (including any inquiry or
investigation) by any person, including without limitation the parties to this
Agreement, whether threatened or initiated, asserting a claim for any legal or
equitable remedy against any person under any statute or regulation, including,
but not limited to, any federal or state securities laws, or under any common
law or equitable cause or otherwise, arising from or in connection with the
negotiation, preparation, execution, performance or failure of performance of
this Agreement or any transaction contemplated herein, whether or not any such
Indemnified Party is a party to any such action or proceeding, suit or the
target of any such inquiry or investigation; provided, however, that no
Indemnified Party shall have the right to be indemnified hereunder for
liability finally determined by a court of competent jurisdiction, 


5






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


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


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


               13.
Warranties. 


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



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


6






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


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


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


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


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


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


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


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


                         (iii)
The execution, delivery, and performance by the Company of this Agreement is in
accordance with the Securities Purchase Agreement and will not violate,
conflict with, or cause a default under the certificate of incorporation or
bylaws of the Company, any applicable law or regulation, any court order or
administrative ruling or decree to which the Company is a party or any of its
property is subject, or any agreement, contract, indenture, or other binding
arrangement, including without limitation to the Securities Purchase Agreement,
to which the Company is a party. 


7






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


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


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


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


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


	
 

	
 

	
 


	
If to
  Buyer(s), to:

	
Trafalgar
  Capital Specialized Investment Fund


	
 

	
8-10 Rue
  Mathias Hardt


	
 

	
BP 3023


	
 

	
L-1030
  Luxembourg


	
 

	
Attention:

	
Andrew
  Garai, Chairman of the Board of


	
 

	
 

	
Trafalgar
  Capital Sarl, General Partner


	
 

	
Facsimile:

	
01
  1-44-207-405-0161 and


	
 

	
 

	
001-786-323-1651





8






	
 

	
 

	
 


	
If to Escrow
  Agent, to:

	
James G. Dodrill 11, P.A.


	
 

	
5800
  Hamilton Way


	
 

	
Boca Raton,
  FL 33496


	
 

	
Attention: 

	
James
  Dodrill Esq.


	
 

	
Telephone: 

	
(561)
  862-0529


	
 

	
Facsimile: 

	
(561)
  892-7787


	
 

	
 

	
 


	
If to the
  Company, to:

	
National
  Automation Services, Inc.


	
 

	
2053 Pabco


	
 

	
Henderson,
  NV 89011


	
 

	
Attention: 

	
Mr. Bob
  Chance, President


	
 

	
Telephone: 

	
(702)
  642-7720


	
 

	
Facsimile:

	
(702)
  564-541 1


	
 

	
 

	
 


	
With a copy
  to:

	
Richardson & Patel, LLP


	
 

	
10900
  Wilshire Boulevard, Suite 500


	
 

	
Los Angeles,
  CA 90024


	
 

	
Attention: 

	
Peter Hogan,
  Esq.


	
 

	
Telephone: 

	
310-208-1182


	
 

	
Facsimile: 

	
310-208-1154





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


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


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


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


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


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


9






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


               22.
Termination. Upon the first to occur of the disbursement of all amounts in  the Escrow Funds pursuant to Joint,
Written Directions or the disbursement of all amounts in
the Escrow Funds into court pursuant to Section 7 hereof this Agreement shall terminate and
Escrow Agent shall haveno
further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. 


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


	
 

	
 

	
 


	
 

	
NATIONAL AUTOMATION
  SERVICES,
  INC.


	
 

	
 

	
 


	
 

	
By:

	








	
 

	
 

	



	
 

	
Name:

	
Bob Chance


	
 

	
Title:

	
President


	
 

	
 

	
 


	
 

	
TRAFALGAR CAPITAL SPECIALIZED


	
 

	
INVESTMENT FUND, LUXEMBOURG


	
 

	
 

	
 


	
 

	
By: 

	
Trafalgar Capital Sarl


	
 

	
Its: 

	
General
  Partner


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
Andrew Garai


	
 

	
Title:

	
Chairman of the Board


	
 

	
 

	
 


	
 

	
JAMES G. DODRILL II, P.A.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
James
  Dodrill, Esq.


	
 

	
Title:

	
President





10







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


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


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


	
 

	
 

	
 


	
 

	
NATIONAL AUTOMATION
  SERVICES,
  INC.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
Bob Chance


	
 

	
Title:

	
President


	
 

	
 

	
 


	
 

	
TRAFALGAR CAPITAL SPECIALIZED


	
 

	
INVESTMENT FUND, LUXEMBOURG


	
 

	
 

	
 


	
 

	
By: 

	
Trafalgar Capital Sarl


	
 

	
Its: 

	
General
  Partner


	
 

	
 

	
 


	
 

	
By:

	



	
 

	
 

	



	
 

	
Name:

	
Andrew Garai


	
 

	
Title:

	
Chairman of the Board


	
 

	
 

	
 


	
 

	
JAMES G. DODRILL II, P.A.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
James
  Dodrill, Esq.


	
 

	
Title:

	
President





11