ESCROW AGREEMENT





ESCROW AGREEMENT


THIS
ESCROW AGREEMENT (this “Agreement”) dated June 10, 2004,
is made by and among Tora Technologies Inc. (the “Company”)
and Gregory S. Yanke Law Corporation (the “Escrow Agent”).



The Company has filed a registration statement on
Form SB-2 with the Securities & Exchange Commission pursuant to
which it intends to conduct a public offering (the “Offering”)
of its shares of common stock.


The completion of the Offering is subject to the
Company receiving minimum aggregate subscriptions for 250,000 shares
of common stock in the capital of the Company at a price of $0.20 for
gross proceeds of $50,000 (the “Minimum Offering”).


 In connection with the Offering, the parties
hereto desire to establish an escrow fund to secure investors’
funds until the earlier of the completion of the Minimum Offering or
the termination of the Offering on the date that is 180 days from the
date (the “Effective Date”) that the Company’s
registration statement on Form SB-2, as amended, is deemed effective.


NOW, THEREFORE, in consideration of the agreements
and understandings contemplated in the Stock Purchase Agreement, the
parties hereto agree as follows:


1.	Escrow Deposit. Upon the Effective Date, the
Company may accept subscriptions for its shares of common stock from
qualified investors.  The Company and the subscription agreement that
it provides to prospective investors shall instruct all subscribers
(each a “Subscriber”) to make their checks, bank drafts
or money orders for the purchase of such shares payable to the Escrow
Agent in trust and to deliver such payment, along with an executed
subscription agreement to the Escrow Agent.  The Escrow Agent shall
deposit all subscription funds received into a non-interest bearing
trust account held in its name in accordance with the requirements of
the Law Society of British Columbia.


2.	Release of Funds to Subscribers. If the Company
does not complete the Minimum Offering within 180 days from the
Effective Date, the Escrow Agent shall forthwith return each
subscriber’s respective subscription funds.


3.	Release of Funds to Company.  If the Company
completes the Minimum Offering within 180 days from the Effective
Date and provides the Escrow Agent with certificates representing the
shares of common stock subscribed for by the Subscribers, the Escrow
Agent shall forthwith release the subscription funds to the Company.


4.	Provisions with Respect to the Escrow Agent.


(a)	Protection of the Escrow Agent.
 The Escrow Agent and the Company agree that: (i) the Escrow Agent’s
duties and responsibilities shall be limited to those expressly set
forth in this Agreement, and the Escrow Agent shall not be subject
to, nor obliged to recognize, any other agreement between, or
direction or instruction of, any or all of the parties hereto;
provided, however, that this Agreement may be amended at any time or
times in accordance with this Agreement; (ii) no assignment of the
interest of either the Company or a Subscriber shall be permitted,
nor shall any purported assignment be binding upon the Escrow Agent;
(iii) if the Escrow Deposit is attached, garnished, or levied upon
under the order of any court, or the delivery thereof shall be stayed
or enjoined by the order of any court, or any other order, judgment
or decree shall be made or entered by any court affecting the
subscription funds, the Escrow Agent is hereby expressly authorized
to obey and comply with all writs, orders or decrees so entered or
issued, whether with or without jurisdiction; the Escrow Agent shall
not be liable to any of the parties hereto or their successors by
reason of compliance with any such writ, order or decree
notwithstanding such writ, order or decree being subsequently
reversed, modified, annulled, set aside or vacated; (iv) in case the
Escrow Agent becomes involved in litigation in connection with this
Agreement, it shall have the right to retain counsel, and shall be
indemnified by the Company for all reasonable and necessary costs,
attorneys’ fees, charges, disbursements and expenses in
connection with such litigation.


(b)	New Escrow Agent.  The Escrow
Agent reserves the right to resign at any time by giving at least
30-days advance written notice of resignation to the Company and each
Subscriber, specifying the effective date thereof. Within 30 days
after receiving the aforesaid notice, the Company agrees to appoint a
successor escrow agent. If a successor escrow agent has not been
appointed and has not accepted such appointment by the end of the
30-day period commencing upon the receipt of the notice of
resignation by the Company and the Subscribers, the Escrow Agent may
apply to a court of competent jurisdiction for the appointment of a
successor escrow agent, and the costs, expenses and reasonable
attorneys’ fees which the Escrow Agent incurs in connection
with such a proceeding shall be the responsibility of the Company.


 (c)	Indemnification.  Without
limiting any protection or indemnity of the Escrow Agent under any
other provision hereof, or otherwise at law, the Company hereby
agrees to indemnify and hold harmless the Escrow Agent from and
against any and all liabilities, losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements, including
reasonable legal or advisor fees and disbursements, of whatever kind
and nature which may at any time be imposed on, incurred by or
asserted against the Escrow Agent in connection with the performance
of its duties and obligations hereunder, other than such liabilities,
losses, damages, penalties, claims, actions, suits, costs, expenses
and disbursements arising by reason of the gross negligence or fraud
of the Escrow Agent. This provision shall survive the resignation or
removal of the Escrow Agent, or the termination of this Agreement.
The Escrow Agent shall not be under any obligation to prosecute or to
defend any action or suit in respect of the relationship which, in
the opinion of its counsel, may involve its expense or liability,
unless the Company shall, so often as required, furnish the Escrow
Agent with satisfactory indemnity and funding against such expense or
liability.


5.	Miscellaneous.


(a)	Notices.
 All notices, requests, demands and other communications required or
permitted under this Agreement shall be in writing, and shall be
deemed to have been duly given (1) on the date of delivery, if
delivered personally, or sent by facsimile by 3:00 p.m. local time at
the place of delivery on such date, followed by an original delivered
by first class mail, registered or certified, return receipt
requested, postage prepaid, to the party to whom notice is to be
given, (2) within 72 hours after mailing, if mailed to the party to
whom notice is to be given, by first class mail, registered or
certified mail, return receipt requested, postage prepaid, or (3) on
the following day if sent by a nationally recognized overnight
delivery services, in each case, properly addressed to the party at
his address set forth on the signature page of this Agreement or any
other address that any party may designate by written notice to the
others.







(b)	Counterparts. This Agreement
may be executed on two or more separate counterparts, each of which
will be an original and all of which taken together will constitute
one and the same agreement.


(c)	Specific Performance. The
obligations of the parties hereto (including the Escrow Agent) are
unique in that time is of the essence, and any delay in performance
hereunder by any party will result in irreparable harm to the other
parties hereto. Accordingly, any party may seek specific performance
and/or injunctive relief before any court of competent jurisdiction
in order to enforce this Agreement or to prevent violations of the
provisions hereof, and no party shall object to specific performance
or injunctive relief as an appropriate remedy. The Escrow Agent
acknowledges that its obligations, as well as the obligations of the
Company hereunder, are subject to the equitable remedy of specific
performance and/or injunctive relief.


(d)	Amendment, Waiver, etc.  This
Agreement shall not be amended, modified, altered or revoked without
the prior written consent of each of the Company, the Escrow Agent
and any Subscriber that has delivered funds to the Escrow Agent at
the time of amendment. No failure or delay by a party hereto in
exercising any right, power or privilege hereunder shall operate as a
waiver thereof, and no single or partial exercise thereof shall
preclude any right of further exercise or the exercise of any other
right, power or privilege.


(e)	Headings.  Section headings
used herein are for convenience of reference only and shall not be
deemed to constitute a part of this Agreement for any other purpose,
or to limit, characterize or in any way affect any provision of this
Agreement, and all provisions of this Agreement will be enforced as
if such headings had not been included herein.


(f)	Complete Agreement. This
Agreement constitutes the entire agreement among the parties with
respect to the subject matter hereof, and amends and supersedes any
prior understandings and agreements with respect thereto.


(g)	Delivery by Facsimile.  This
Agreement, and any amendments hereto, to the extent signed and
delivered by means of a facsimile machine, shall be treated in all
manner and respects as an original contract and shall be considered
to have the same binding legal effects as if it were the original
signed version thereof delivered in person. At the request of any
party hereto, each other party hereto shall re-execute original forms
thereof and deliver them to all other parties. No party hereto shall
raise the use of a facsimile machine to deliver a signature or the
fact that this Agreement or any signature was transmitted or
communicated through the use of facsimile machine as a defense to the
formation of a contract and each such party forever waives any such
defense.


(h)	Severability.  The parties
agree that (i) the provisions of this Agreement shall be severable in
the event that for any reason whatsoever any of the provisions hereof
are invalid, void or otherwise unenforceable, (ii) such invalid, void
or otherwise unenforceable provisions shall be automatically replaced
by other provisions which are as similar as possible in terms to such
invalid, void or otherwise unenforceable provisions but are valid and
enforceable and (iii) the remaining provisions shall remain
enforceable to the fullest extent permitted by law.


(i)	Expenses.  The Company shall
be solely responsible for providing renumeration to the Escrow Agent
in consideration of it acting as escrow agent pursuant to this
Agreement.


(j)	Termination.  This Agreement
shall continue in force until the Escrow Agent’s final
distribution of subscription funds hereunder.

(k)	Condition Precedent.  This
Agreement shall be subject to the Effective Date occurring by
September 1, 2004.








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









COMPANY:                           









Tora Technologies Inc.





per:

  /s/ Ralph Biggar




Authorized Signatory









ESCROW AGENT:



Gregory S. Yanke Law Corporation



per:

 /s/ Greg Yanke




Greg Yanke, President