exhibit_10-23.htm


    
      
        

      

    

    Exhibit
      10.23

     

    
       

      ESCROW
        AGREEMENT

       

      THIS
        ESCROW AGREEMENT (this “Agreement”) is made and entered into as
        of May 15, 2007 among C-MARK INTERNATIONAL, INC., a South
        Carolina corporation (the “Company”); the Buyer(s) listed on the
        Securities Purchase Agreement, dated the date hereof (also referred to as
        the “Investor(s)”), and JAMES G. DODRILL II, P.A., as
        Escrow Agent hereunder (the “Escrow Agent”).

       

       

      BACKGROUND

       

      WHEREAS,
        the Company and the Investor(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 convertible
        debentures (the “Convertible Debentures”) which shall be convertible into
        the Company’s Common Stock, par value US$.0001 per share (the “Common
        Stock”), at a price per share equal to the Purchase Price, as that term is
        defined in the Convertible Debentures.  The Securities Purchase
        Agreement provides that the Investor(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 a closing to be held as set forth in the
        Securities Purchase Agreement (the “Closing”).

       

      WHEREAS,
        the Company intends to sell Convertible Securities (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 Investor(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 Convertible Debentures;

       


      
        
          
          

        

        
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      (ii)           The
        expiration of twenty (20) days from the date of commencement of the Offering
        (unless extended by mutual written agreement between the Company and the
        Investor(s) with a copy of such extension to Escrow Agent); or

       

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

       

      During
        the Escrow Period, the Company and the Investor(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 Investor(s)
        or
        any other entity, or be subject to the debts of the Company or the Investor(s)
        or any other entity.

       

      2.           Appointment
        of and Acceptance by Escrow Agent.  The
        Investor(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 Investor(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 Investor(s) and the Company
        will
        not seek to disqualify such counsel.

       

      3.           Creation
        of Escrow Funds.  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
        follows:  C-Mark International, Inc../Trafalgar Capital Specialized
        Investment Fund Escrow Account for the deposit of the Escrow
        Funds.  The Investor(s) will instruct subscribers to wire funds to the
        account of the Escrow Agent as follows:

       

      
        	
                Bank:

              	
                Bank
                  of America

              
	
                Routing
                  #:

              	
                026009583

              
	
                Account
                  #:

              	
                8980
                  0504 8240

              
	
                SWIFT
                  #:

              	
                BOFAUS3N 

              
	
                Name
                  on Account:

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

              
	
                Name
                  on Sub-Account:

              	
                C-Mark
                  International, Inc./ Trafalgar Capital Specialized Investment Fund
                  Escrow
                  account

              
	 	 


      

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

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      5.           Disbursements
        from the Escrow Account.

       

      a.           The
        Escrow Agent will continue to hold such funds until Trafalgar Capital Sarl
        on
        behalf of the Investor(s) and Company execute a Joint Written Direction
        directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint
        Written Direction signed by the Company and the Investor(s).  In
        disbursing such funds, Escrow Agent is authorized to rely upon such Joint
        Written Direction from the Company and the Investor(s) and may accept any
        signatory from the Company listed on the signature page to this Agreement
        and
        any signature from the Investor(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
        Investor(s), Escrow Agent shall notify the Company and the
        Investor(s).  Upon receipt of payment instructions from the Company,
        Escrow Agent shall refund to each subscriber without interest the amount
        received from each Investor(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 Investor(s) or any
        of
        their creditors.

       

      c.           In
        the event Escrow Agent does receive the amount of the Escrow Funds prior
        to
        expiration of the Escrow Period, in no event will the Escrow Funds be released
        to the Company until such amount is received by Escrow Agent in collected
        funds.
        For purposes of this Agreement, the term “collected funds” shall mean all funds
        received by Escrow Agent which 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 Investor(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
        actions:

       

      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.

       


      
        
          
          

        

        
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      c.           Escrow
        Agent shall have no liability to the Company, the Investor(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 in a non-interest bearing 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 a
        non-interest bearing 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
        Investor(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 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 Investor(s) jointly and severally shall
        promptly pay, upon demand, the reasonable fees and expenses of any such
        counsel.

       


      
        
          
          

        

        
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      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, 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
        Investor(s) hereunder in writing, and the Investor(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
        Investor(s) and/or the Company shall be required to pay such fees and expense
        if
        (a) the Investor(s) or the Company agree to pay such fees and expenses, or
        (b)
        the Investor(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 Investor(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
        Investor(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
        Investor(s).  The Investor(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 Investor(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.

       


      
        
          
          

        

        
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      The
        parties agree that neither payment by the Company or the Investor(s) of any
        claim by Escrow Agent for indemnification hereunder shall impair, limit,
        modify,
        or affect, as between the Investor(s) and the Company, the respective rights
        and
        obligations of Investor(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 out-of-pocket
        expenses, including attorneys’ fees, travel expenses, 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
        Investor(s) makes the following representations and warranties to Escrow
        Agent:


      (i)           The
        Investor(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 Investor(s),
        including any necessary approval of the limited partner of the Investor(s)
        or
        necessary corporate approval, as applicable, has been executed by duly
        authorized officers of the Investor(s), enforceable in accordance with its
        terms.

       

      (iii)           The
        execution, delivery, and performance of the Investor(s) of this Agreement
        will
        not violate, conflict with, or cause a default under any agreement of limited
        partnership of Investor(s) or the certificate of incorporation or bylaws
        of the
        Investor(s) (as applicable), any applicable law or regulation, any court
        order or administrative ruling or degree to which the Investor(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 Investor(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 Investor(s)’s representative under this Agreement, all without
        further consent or direction form, or notice to, the Investor(s) or any other
        party.

       

      (v)           No
        party other than the parties hereto and the Investor(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 Investor(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 South Carolina 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.

       


      
        
          
          

        

        
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      (iv)           Charles
        Jones, Jr. 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 Investor(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.           Notice.  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 Investor(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:     011-44-207-405-0161
                  and

                                      001-786-323-1651

              
	 	 


      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      


      
        	
                If
                  to Escrow Agent, to:

              	
                James
                  G. Dodrill II, 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:

              	
                C-Mark
                  International, Inc.

              
	 	
                4130
                  E. Van Buren, Suite 325

              
	 	
                Phoenix,
                  AZ 85008

              
	 	
                Attn:
                  Mr. Charles Jones, CEO

              
	 	
                Telephone:
                  (602) 443-8640

              
	 	
                Facsimile:
                  (602) 443-8646

              
	 	 
	
                With
                  a copy to:

              	
                The
                  O’Neal Law Firm, P.C.

              
	 	
                17100
                  E. Shea Blvd., Suite 400-D

              
	 	
                Fountain
                  Hills, AZ  85268

              
	 	
                Attention:  William
                  D. O’Neal, Esq.

              
	 	
                Telephone:
                  (480) 812-5058

              
	 	
                Facsimile:
                  (480) 816-9241

              
	 	 


      

      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 Investor(s), the Company, or the Escrow Agent.

       


      
        
          
          

        

        
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      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.

       

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

       

      
        	 	
                CMARK
                  INTERNATIONAL, INC.

              
	 	 
	 	
                By:     /s/ 
                  Charles W. Jones,
                  Jr.                                                                            

              
	 	
                Name:    Charles
                  W. Jones,
                  Jr.                    

              
	 	
                Title:    President                                          

              
	 	 
	 	 
	 	
                TRAFALGAR
                  CAPITAL SPECIALIZED

              
	 	
                INVESTMENT
                  FUND, LUXEMBOURG

              
	 	 
	 	
                By:           Trafalgar
                  Capital Sarl

              
	 	
                Its:           General
                  Partner

              
	 	 
	 	
                By: /s/ 
                  Andrew
                  Garai                      
                                                                                

              
	 	
                Name:
                    Andrew Garai

              
	 	
                Title:   
                   Chairman of the Board

              
	 	 
	 	 
	 	
                JAMES
                  G. DODRILL II, P.A.

              
	 	 
	 	
                By:  /s/ 
                  James Dodrill,
                  Esq.                                                         

              
	 	
                Name:    James
                  Dodrill, Esq.

              
	 	
                Title:      Partner

              


      

      
 

       

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