Unassociated Document


    EXHIBIT
      4.2

    
      

        
          	
                  SECURITY
                    OFFERING

                  ESCROW
                    AGREEMENT

                	
                  

                


        

      

    

     

    These
      Escrow Instructions are given by Rokwader, Inc., a Delaware corporation (the
      "Company") to City National Bank, a national banking association ("Escrow
      Holder").

     

    
      	
              1.

            	
              OFFERING:
                The Company desires to offer to subscribers a minimum of 300,000
                and a
                Maximum of 700,000 shares of common stock at a price of $ .75 per
                share,
                payable $ 225,000 and $525,000, respectively, in cash, as more
                particularly set forth in a Prospectus
                dated       ,
                20  ,
                a
                copy of which has been delivered to Escrow Holder (the "Disclosure
                Document"). Escrow Holder is not to be concerned with the Disclosure
                Document, except as specifically set forth
                below.

            


    

     

    
      	
              2.

            	
              ESTABLISHMENT
                OF THE ESCROW:
                Escrow Holder will open one or more escrow accounts (the "Escrow"),
                and
                the Company will deliver to Escrow Holder from time to time for deposit
                into the Escrow the full amount of each payment received from each
                subscriber (the "Subscription Price"), together with a full copy
                of the
                Subscription Agreement executed by such subscriber, showing the name,
                address and taxpayer identification number of such subscriber, the
                number
                of shares subscribed for and the amount paid therefore and an I.R.S.
                Form
                W-9 completed and executed by each subscriber. Escrow Holder shall
                have no
                obligation to accept monies, documents or instructions from any party
                other than the Company with respect to the Escrow. All monies so
                deposited
                will be in the form of a subscriber's personal check in favor of
                "City
                National Bank - Rokwader, Inc.”. Should any such check be returned to
                Escrow Holder as uncorrectable for any reason, Escrow Holder will
                charge
                the amount of such unpaid check to Escrow, notify the Company of
                the
                amount of such return check, the name of the subscriber and the reason
                for
                return, and hold such check subject to further instructions from
                the
                Company. Escrow Holder will hold all monies and other property in
                the
                escrow free from any lien, claim or offset, except as set forth herein,
                and such monies and other property shall not become the property
                of the
                Company, nor subject to the debts thereof, unless the conditions
                set forth
                in these instructions to disbursement of such monies to the Company
                have
                been fully satisfied.

            


    

     

    
      	
              3.

            	
              INVESTMENT:
                All
                funds will be held by Escrow Holder in a Money Market Investment
                Account
                bearing interest at Escrow Holder's then applicable rate. No funds
                will
                earn interest until Escrow Holder receives an I.R.S. Form W-9 completed
                and executed by the Company and the subscriber's check has been collected
                in good funds.

            


      	 	 


      	4.	
              (a) CANCELLATION
                BY THE COMPANY: The
                Company may reject or cancel any subscription in whole or in part.
                If the
                Subscription Price for such rejected or cancelled subscription has
                been
                delivered to Escrow Holder, the Company will inform Escrow Holder
                of the
                rejection or cancellation, and Escrow Holder upon receiving such
                notice
                will refund to the subscriber the Subscription Price. 

            


      	 	 


      	 	
              (b) CANCELLATION
                BY SUBSCRIBERS:
                All Subscriptions are irrevocable, and no subscriber will have any
                right
                to cancel or rescind the subscription, except as required under the
                law of
                any jurisdiction in which the shares are
                sold.

            


    

     

    
      	
              5.

            	
              CLOSING:
                The
                Escrow will remain open until the earliest to occur of the following
                (the
                "Closing Date"):

            


      	 	 


      	 	
              (a) Receipt
                by Escrow Holder of the Subscription Price for at least 300,000 shares
                (the "Minimum Subscriptions"), together with a written instruction
                from
                the Company that the Escrow be closed; or

            


      	 	 


      	 	
               (b) Five
                o'clock P.M. on       ,
                2008, provided that the Company may extend the Closing Date by written
                instruction to Escrow Holder, but in no event later than
                ___________.

            


    

     

    If
      upon
      the Closing Date, Escrow Holder has received the Subscription Price for at
      least
      the Minimum Subscription, Escrow Holder will disburse all monies, instruments
      and other documents in the Escrow, to the Company or as otherwise instructed
      by
      the Company as soon as the Subscription Prices for the Minimum Subscriptions
      have been collected in good funds. Thereafter, the Escrow will remain open
      for
      the sole purpose of depositing therein the Subscription Prices for additional
      shares subsequently sold by the Company, which Escrow Holder will disburse
      to
      the Company or as instructed by the Company, provided that in no event shall
      the
      Escrow remain open after Escrow Holder has received and disbursed the
      Subscription Prices for  
          
      shares.
      If, upon the Closing Date, Escrow Holder has not received the Subscription
      Prices for al least the minimum Subscriptions, or if, subsequent to the Closing
      Date, checks are returned unpaid such that Escrow Holder no longer holds the
      Subscription Prices for the Minimum Subscription in the Escrow, Escrow Holder
      will refund all the monies in the Escrow, to the subscribers without further
      notice to the Company. Under no circumstances will Escrow Holder be required
      to
      disburse any monies until the check therefore has been collected in good
      funds.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              6.

            	
              INSTRUCTIONS
                AND AMENDMENTS:
                All notices and instructions to Escrow Holder must be in writing
                and may
                be delivered personally or mailed, certified or registered mail,
                return
                receipt requested, addressed to City
                National Bank, 555 South Flower Street, 12th
                Floor, Los Angeles, CA 90071 Attention: Sue
                Behning/VP, Trust Officer/Wealth Management Services - TRUST
                DEPARTMENT,
                as provided in section 12 of these escrow instructions. All such
                notices
                and instructions will be deemed given when received by Escrow Holder,
                as
                shown on the receipt therefore. All Instructions from the Company
                will be
                signed by Yale Farar or Mitchell Turk.
                Unless otherwise provided herein, these instructions may be amended
                or
                further instructions given only to the extent that such amendments
                or
                instructions are consistent with, and do not add materially to, the
                description of the Escrow contained in the Disclosure document, unless
                consented to in writing by all subscribers whose Subscription Prices
                have
                been received by Escrow Holder therefore and unless disclosed to
                all
                subscribers thereafter.

            


    

     

    
      	
              7.

            	
              FEES:
                Escrow Holder shall be entitled to an initial, non refundable, set-up
                fee
                of $2,000 payable concurrently with its acceptance, and upon opening
                of
                this Escrow, plus actual expenses incurred in performing its duties
                hereunder. The Company will pay Escrow Holder's fees and expenses
                provided
                that upon the close of the escrow, Escrow Holder may withhold from
                any
                amounts disbursed to the Company the amount of its then earned but
                unpaid
                fees and expenses. Fees will be charged pursuant to the fee schedule
                attached hereto and incorporated herein by
                reference.

            


    

     

    
      	
              8.

            	
              EXCULPATION:
                Escrow Holder will not be liable
                for:

            


    

     

    
      	 	
              (a)

            	
              The
                genuineness, sufficiency, correctness as to form, manner of execution
                or
                validity of any instrument deposited in the Escrow, nor the identity,
                authority or rights of any person executing the
                same.

            


    

     

    
      	 	
              (b)

            	
              Any
                misrepresentation or omission in the Disclosure Document or any failure
                to
                keep or comply with any of the provisions of any agreement, contract,
                or
                other instrument referred to therein;
                or

            


    

     

    
      	 	
              (c)

            	
              The
                failure of the Company to transmit, or any delay in transmitting
                any
                subscriber's Subscription Price to Escrow Holder.
                

            


    

     

    Escrow
      Holder's duties hereunder shall be limited to the safekeeping of monies,
      instruments or other documents received by the Escrow Holder into the Escrow,
      and for the disposition of same in accordance with this Escrow Agreement and
      any
      further instructions pursuant to this Escrow Agreement.

     

    
      	
              9.

            	
              INTERPLEADER:
                In
                the event conflicting demands are made or notices served upon Escrow
                Holder with respect to the Escrow, Escrow Holder shall have the absolute
                right at its election to do either or both of the
                following:

            


    

     

    
      	 	
              (a)

            	
              Withhold
                and stop all further proceedings in, and performance of, this escrow;
                or

            


    

     

    
      	 	
              (b)

            	
              File
                a suit in interpleader and obtain an order from the court requiring
                the
                parties to litigate their several claims and rights among themselves.
                In
                the event such interpleader suit is brought, Escrow Holder shall
                be fully
                released from any obligation to perform any further duties imposed
                upon it
                hereunder, and the Company shall pay Escrow Holder all costs, expenses
                and
                reasonable attorney's fees expended or incurred by Escrow Holder,
                (or
                allocable to its in-house counsel), the amount thereof to be fixed
                and a
                judgment thereof to be rendered by the court in such
                suit.

            


    

     

    
      	
              10.

            	
              INDEMNITY:
                The Company further agrees to pay on demand, and to indemnify and
                hold
                Escrow Holder harmless from and against, all cost, damages, judgments,
                attorney's fees, expenses, obligations and liabilities of any kind
                or
                nature which, in good faith, Escrow Holder may incur or sustain in
                connection with or arising out of the Escrow and Escrow Holder is
                hereby
                given a lien upon all the rights, titles, interest of the Company
                in
                monies and other property deposited in the Escrow, to protect Escrow
                Holder's rights and to indemnify and reimburse Escrow Holder under
                these
                Escrow Instructions.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              11.

            	
              RESIGNATION
                OF ESCROW HOLDER:
                Escrow Holder may resign herefrom upon fourteen (14) days' written
                notice
                to the Company and shall thereupon be fully released from any obligation
                to perform any further duties imposed upon it hereunder. Escrow Holder
                will transfer all files and records relating to the Escrow to any
                successor escrow holder upon receipt of a copy of executed escrow
                instructions designating such
                successor.

            


    

     

    
      	
              12.

            	
              E-MAIL/FACSIMILE:
                The Company agrees that Escrow Holder may, but need not, honor and
                follow
                instructions, amendments or other orders ("orders") which shall be
                provided by electronic transmission ("e-mail") to Escrow Holder in
                connection with this escrow and may act thereon without further inquiry
                and regardless of by whom or by what means the actual or purported
                signature of the Company may have been affixed thereto if such signature
                in Escrow Holder's sole judgment is an authorized signature of the
                Company. The Company indemnifies and holds Escrow Holder free and
                harmless
                from any and all liability, suits, claims or causes of action which
                may
                arise from loss or claim of loss resulting from any forged, improper,
                wrongful or unauthorized e-mail or faxed order. The Company agrees
                to pay
                all attorney fees and cost incurred by Escrow Holder (or allocable
                to its
                in-house counsel), in connection with said
                claim(s).

            


    

     

    
      	
              13.

            	
              OTHER: 

            


    

     

    
      	 	
              (a)

            	
              Time
                is of the essence of these and all additional or changed
                instructions.

            


    

     

    
      	 	
              (b)

            	
              These
                Escrow Instructions may be executed in counterparts, each of which
                so
                executed shall, irrespective of the date of its execution and delivery,
                be
                deemed an original, and said counterparts together shall constitute
                one
                and the same instrument.

            


    

     

    
      	 	
              (c)

            	
              These
                Escrow Instructions shall be governed by, and shall be construed
                according
                to, the laws of the State of
                California.

            


    

     

    
      	 	
              (d)

            	
              The
                Company will not make any reference to City National Bank in connection
                with the Offering except with respect to its role as Escrow Holder
                hereunder, and in no event will the Company state or imply the Escrow
                Holder has investigated or endorsed the offering in any manner
                whatsoever.

            


    

     

    
      	 	
              (e)

            	
              Important
                Information About Procedures for Opening a New
                Account:
                To help the government fight the funding of terrorism and money laundering
                activities, Federal law requires all financial institutions to obtain,
                verify, and record information that identifies each person who opens
                an
                account. What this means for Principal/Company: Upon opening an account,
                CNB will ask for Principal’s/Company’s name, address, date of birth (if an
                individual), and other information that will allow CNB to identify
                the
                Principal/Company. CNB may also ask to see the Principal’s/Company’s
                driver’s license (if an individual) or other identifying
                documents.

            


    

     

    IN
      WITNESS WHEREOF,
      The
      parties have executed these Escrow Instructions as of the date set forth besides
      such parties' signature below.

     

    


    
      	
              "COMPANY”
                Name

            	
              ROKWADER,
                INC.

            
	 	
              Address:

            	
              23950
                Craftsman Road, Calabasas, CA 91302

            
	 	
              Telephone
                Number:

            	
              (818)
                224-3675

            
	 	
              Fax
                Number:

            	
              (818)
                591-1612

            
	 	
              By:

            	
                   

            
	 	
              Its

            	
              President

            
	 	
              Date:

            	
                   

            


    

    


    "ESCROW
      HOLDER” CITY NATIONAL BANK, a national banking

    Association

    


    
      	 	
              By:

            	
                   

            
	 	
              Its

            	
                   

            
	 	
              Date: