Exhibit 10.2


             


             


            
            PROCEEDS ESCROW AGREEMENT


             


            
            This Proceeds Escrow Agreement (this “Agreement”) is made
            and entered into as of the 7th day of December 2007, by and between Castwell Precast
            Corporation, a Nevada corporation (the “Company”), and Colonial Stock
            Transfer Company, Inc., a Utah corporation (the “Escrow Agent”).


             


            
            Premises


             


            
            The Company proposes to offer for sale to the general public in certain
            states 1,000,000 shares of the Company’s common stock, par value $0.001, at an
            offering price of $0.15 per share, pursuant to a Registration Statement on Form SB-2
            (the “Registration Statement”) on file with the Securities and Exchange
            Commission. The Shares are being offered on a “best efforts, 800,000 Share
            minimum - 1,000,000 Share maximum” basis. The Company and the Escrow Agent desire
            to provide for the escrow of the gross subscription payments for Shares in a segregated
            account until the amount, as set forth below, has been received.


             


            
                	
                            
                             

                        	
                            
                            Agreement

                        


            


             


            
                	
                            
                             

                        	
                            
                            NOW, THEREFORE, the parties hereto agree as
                            follows:

                        


            


             


            
            1.       Until termination of this
            Agreement, all funds collected by the Company from subscriptions for the purchase of
            Shares in the subject offering shall be delivered promptly to the Escrow Agent who
            shall promptly deposit such checks in a segregated bank account established for
            purposes of this Agreement. Checks shall be made payable to “Colonial Stock
            Transfer as Escrow Agent for Castwell Precast Corporation.”


             


            
            2.       Concurrently with
            transmitting funds to the Escrow Agent, the Company shall also deliver to the Escrow
            Agent a schedule setting forth the name and address of each subscriber whose funds are
            included in such transmittal, the number of Shares subscribed for, and the dollar
            amount paid. All funds so deposited shall remain the property of the subscriber and
            shall not be subject to any lien or charges by the Escrow Agent, or judgments or
            creditors’ claims against the Company until released to it in the manner
            hereinafter provided.


             


            
            3.       If at any time prior to the
            expiration of the offering period, as specified in paragraph 4, $120,000 has been
            deposited in the account pursuant to this Agreement, the Escrow Agent shall confirm the
            receipt of such funds to the Company and, on written request of the Company, promptly
            transmit the amount deposited in escrow to the Company (such event is hereinafter
            referred to as the “Closing”).


             


            
            4.       If, within three months
            after the effective date of the Registration Statement (unless the Escrow Agent
            receives written notice from the Company that such escrow period has been


             


            
                	
                            
                             

                        	
                            
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            extended for one additional month) the Company has not deposited
            $120,000 in good funds with the Escrow Agent, the Escrow Agent shall so notify the
            Company and shall promptly transmit to those investors who subscribed for the purchase
            of Shares the amount of money each such investor so paid. The Escrow Agent shall
            furnish to the Company an accounting for the refund in full to all
            subscribers.


             


            
            5.       If at any time prior to the
            termination of this escrow the Escrow Agent is advised by the Securities and Exchange
            Commission that a stop order has been issued with respect to the Registration
            Statement, the Escrow Agent shall notify the Company of such event and thereon return
            all funds to the respective subscribers.


             


            
            6.       It is understood and agreed
            that the duties of the Escrow Agent are entirely ministerial, being limited to
            receiving monies from the Company and holding and disbursing such monies in accordance
            with this Agreement.


             


            
            7.       The Escrow Agent acts
            hereunder as a depository only, and is not responsible or liable in any manner
            whatsoever for the sufficiency, correctness, genuineness, or validity of any instrument
            deposited with it, or with respect to the form or execution of the same, or the
            identity, authority, or rights of any person executing or depositing the
            same.


             


            
            8.       The Escrow Agent shall not
            be required to take or be bound by notice of any default of any person or to take any
            action with respect to such default involving any expense or liability, unless notice
            in writing is given to an officer of the Escrow Agent of such default by the
            undersigned or any of them, and unless it is indemnified in a manner satisfactory to it
            against any expense or liability arising therefrom.


             


            
            9.       The Escrow Agent shall not
            be liable for acting on any notice, request, waiver, consent, receipt, or other paper
            or document believed by the Escrow Agent to be genuine and to have been signed by the
            proper party or parties.


             


            
            10.     The Escrow Agent shall not be liable
            for any error of judgment or for any act done or step taken or omitted by it in good
            faith, or for any mistake of fact or law, or for anything which it may do or refrain
            from doing in connection herewith, except its own willful misconduct.


             


            
            11.     The Escrow Agent shall not be
            answerable for the default or misconduct of any agent, attorney, or employee appointed
            by it if such agent, attorney, or employee shall have been selected with reasonable
            care.


             


            
            12.     The Escrow Agent may consult with legal
            counsel in the event of any dispute or question as to the consideration of the
            foregoing instructions or the Escrow Agent’s duties hereunder, and the Escrow
            Agent shall incur no liability and shall be fully protected in acting in accordance
            with the opinion and instructions of such counsel.


             


            
            13.     In the event of any disagreement
            between the undersigned or any of them, the person or persons named in the foregoing
            instructions, and/or any other person, resulting in adverse claims and/or demands being
            made in connection with or for any papers, money, or property involved


             


            
                	
                            
                             

                        	
                            
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            herein or affected hereby, the Escrow Agent shall be entitled at its
            option to refuse to comply with any such claim, or demand so long as such disagreement
            shall continue and, in so refusing, the Escrow Agent shall not be or become liable to
            the undersigned or any of them or to any person named in the foregoing instructions for
            the failure or refusal to comply with such conflicting or adverse demands, and the
            Escrow Agent shall be entitled to continue to so refrain and refuse to so act
            until:


             


            
            (a)  the rights of
            adverse claimants have been finally adjudicated in a court assuming and having
            jurisdiction of the parties and the money, papers, and property involved herein or
            affected hereby; and/or


             


            
            (b)  all differences
            shall have been adjusted by agreement and the Escrow Agent shall have been notified
            thereof in writing signed by all of the persons interested.


             


            
            14.     The fee of the Escrow Agent is $1,000
            and $200 for each full month the escrow remains open (with the charge for any partial
            month being prorated). In addition, if a minimum of $120,000 is not received in escrow
            within the escrow period and the Escrow Agent is required to return funds to investors
            as provided in section 4, the Escrow Agent shall receive a fee of $10.00 per check for
            such service. The fee agreed on for services rendered hereunder is intended as full
            compensation for the Escrow Agent’s services as contemplated by this Agreement;
            however, in the event that the conditions of this Agreement are not fulfilled, the
            Escrow Agent renders any material service not contemplated by this Agreement, there is
            any assignment of interest in the subject matter of this Agreement, there is any
            material modification hereof, any material controversy arises hereunder, or the Escrow
            Agent is made a party to or justifiably intervenes in any litigation pertaining to this
            Agreement or the subject matter hereof, the Escrow Agent shall be reasonably
            compensated for such extraordinary expenses, including reasonable attorneys’
            fees, occasioned by any delay, controversy, litigation, or event and the same may be
            recoverable only from the Company.


             


            
            15.       The terms, covenants and
            conditions herein contained shall be binding upon and inure to the benefit of the
            parties and their respective heirs, successors, transferees and assigns. Neither the
            Company nor the Escrow Agent shall assign this Agreement or any rights hereunder to
            anyone except with the prior written consent of the other party. This Agreement
            constitutes the entire agreement between the parties with respect to the subject matter
            hereof and may only be modified by a subsequent writing executed by both parties. If
            any term, covenant, condition or agreement of this Agreement or the application of it
            to any person or circumstance shall to any extent be invalid or unenforceable, the
            remainder of this Agreement or the application of such term, covenant, condition or
            agreement to persons or circumstances, other than those as to which it is invalid or
            unenforceable, shall not be affected thereby, and each term, covenant, condition or
            agreement of this Agreement shall be valid and shall be enforced to the extent
            permitted by law. This Agreement shall be construed and enforced in accordance with,
            and governed by, the laws of the state of Utah.


             


            
                	
                            
                             

                        	
                            
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            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
            executed by their respective duly authorized officers, as of the date first above
            written.


             


            
                	
                            
                             

                        	
                            
                            Castwell Precast Corporation

                        


            


             


             


            
                	
                            
                             

                        	
                            
                            By /s/ Mathew
                            Martindale

                        


            


            
                	
                            
                             

                        	
                            
                            Mathew Martindale, President

                        


            


             


             


            
                	
                            
                             

                        	
                            
                            Colonial Stock Transfer Company, Inc.

                        


            


             


             


            
                	
                            
                             

                        	
                            
                            By /s/ Kathy
                            Carter

                        


            


            
                	
                            
                             

                        	
                            
                            Duly Authorized Officer

                        


            


             


             


             


            
                	
                            
                             

                        	
                            
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