exhibit_10-13.htm


    
      

    

    Exhibit
      10.13


    


     

    ESCROW
      AGREEMENT

     

    THIS
      ESCROW AGREEMENT (this “Agreement”) is made and entered into as
      of February 28, 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.

     

    


    
      
        
          
          

        

        
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    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.

     

    


    
      
        
          
          

        

        
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      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 noimplied 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.

    

     

    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.

     

    


    
      
        
          
          

        

        
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      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.

    

     

    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:

     

    


    
      
        
          
          

        

        
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    (i)           The
      Investor(s) 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 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

            
	 	 


    

    


    
      
        
          
          

        

        
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              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 Jones,
                Jr.                                                               

            
	 	
              Name:  Charles
                Jones, Jr.

            
	 	
              Title: President,
                CEO

            
	 	 
	 	 
	 	
              TRAFALGAR
                CAPITAL SPECIALIZED

            
	 	
              INVESTMENT
                FUND, LUXEMBOURG

            
	 	 
	 	
              By: /s/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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